株探米国株
英語
エドガーで原本を確認する
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the transition period from

 

 to

 

 

 

Commission file number 1-11690

 

SITE Centers Corp.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Ohio

 

34-1723097

(State or Other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

 

 

3300 Enterprise Parkway, Beachwood, Ohio

 

44122

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code (216) 755-5500

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Shares, Par Value $0.10 Per Share

 

SITC

 

New York Stock Exchange

 

 

 

 

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☑

 

Accelerated filer ☐

 

Non-accelerated filer☐

 

Smaller reporting company ☐

 

 

 

Emerging growth company ☐

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The aggregate market value of the voting stock held by non-affiliates of the registrant at June 28, 2024, was $2.8 billion.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

52,430,425 common shares outstanding as of February 21, 2025

 

DOCUMENTS INCORPORATED BY REFERENCE

The registrant incorporates by reference in Part III hereof portions of its definitive Proxy Statement for its 2025 Annual Meeting of Shareholders.

 

 

 

 

TABLE OF CONTENTS

 

Item No.

 

 

Report Page

 

 

PART I

1.

 

Business

 

3

1A.

 

Risk Factors

 

7

1B.

 

Unresolved Staff Comments

 

20

1C.

 

Cybersecurity

 

20

2.

 

Properties

 

21

3.

 

Legal Proceedings

 

25

4.

 

Mine Safety Disclosures

 

25

 

 

PART II

5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

26

6.

 

[Reserved]

 

26

7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

26

7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

49

8.

 

Financial Statements and Supplementary Data

 

50

9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

50

9A.

 

Controls and Procedures

 

50

9B.

 

Other Information

 

51

9C.

 

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 

51

 

 

PART III

10.

 

Directors, Executive Officers and Corporate Governance

 

52

11.

 

Executive Compensation

 

52

12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

53

13.

 

Certain Relationships and Related Transactions, and Director Independence

 

53

14.

 

Principal Accountant Fees and Services

 

53

 

 

PART IV

15.

 

Exhibits and Financial Statement Schedules

 

54

16.

 

Form 10-K Summary

 

56

 

2

 

PART I

 

Item 1. BUSINESS

Overview

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

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

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

The Company is self-administered and self-managed, and therefore, has not engaged, nor does it expect to retain, any REIT advisor. The Company manages all of its shopping centers which are collectively referred to herein as the “Portfolio Properties”. At December 31, 2024, the Company owned 33 shopping centers (including 11 shopping centers owned through unconsolidated joint ventures) totaling 8.8 million square feet of GLA through all its properties (wholly-owned and joint venture). At December 31, 2024, the aggregate occupancy of the Company’s operating shopping center portfolio was 90.6% on a pro rata basis, and the average annualized base rent per occupied square foot was $19.64, on a pro rata basis. In addition, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, of which approximately 172,000 square feet of GLA currently serves as the Company's headquarters and approximately 167,000 square feet of GLA is leased or available to be leased to third parties.

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

Strategy

The Company’s mission is to own and manage open-air shopping centers primarily located in suburban, high household income communities. The overall investment, operating and financing policies of the Company, which govern a variety of activities, such as capital allocations, dividends and status as a REIT, are determined by management and the Board of Directors. The Board of Directors may amend or revise the Company’s policies from time to time without a vote of the Company’s shareholders.

From July 1, 2023 to December 31, 2024, the Company generated approximately $3.1 billion of gross proceeds from sales of properties for the purpose of acquiring additional convenience properties, capitalizing Curbline and, together with proceeds from the closing and funding of a $530.0 million mortgage loan (the “Mortgage Facility”), redeeming and/or repaying all of the Company’s outstanding unsecured indebtedness and preferred shares. Going forward, the Company intends to realize value through operations and to consider various factors, including market conditions and differences between the public and private valuations of its portfolio, in evaluating whether and when to pursue additional asset sales. The timing of any additional sales may also be impacted by interim leasing, tactical redevelopment activities and other asset management initiatives intended to maximize value. As of February 28, 2025, the Company was in the beginning stages of marketing a select number of assets for sale, though no assurances can be given that such efforts will result in additional asset sales, particularly in light of the dynamic interest rate environment and capital markets conditions. The Company expects to use proceeds from any additional asset sales to repay outstanding indebtedness and make distributions to shareholders.

3

 

The Company expects that rental income and net income will decrease in future periods as compared to corresponding prior year periods as a result of the spin-off of Curbline and the significant volume of dispositions completed in 2024. The Company expects that its future dividend policy will be influenced by operations and asset sales, though the Company’s distribution of any sale proceeds to shareholders will be subject to collateral release and repayment requirements set forth in the terms of the Company’s indebtedness and the prudent management of liquidity and overall leverage levels in connection with ongoing operations.

Growth opportunities within the Company’s portfolio include rental rate increases, continued lease-up of the portfolio and rent commencement with respect to recently executed leases.

Narrative Description of Business

The Company’s portfolio as of December 31, 2024, consisted of 33 shopping centers (including 11 centers owned through unconsolidated joint ventures) located in 15 states. The following tables present the operating statistics affecting base rental revenues summarized by the following portfolios: pro rata combined shopping center portfolio, wholly-owned shopping center portfolio and joint venture shopping center portfolio:

 

 

 

 

 

 

 

Pro Rata Combined
Shopping Center Portfolio
December 31,

 

 

 

 

 

 

 

 

2024

 

 

 

 

2023(A)

 

Centers owned

 

 

 

 

 

 

 

33

 

 

 

 

 

33

 

Aggregate occupancy rate

 

 

 

 

 

 

 

90.6

%

 

 

 

 

89.5

%

Average annualized base rent per occupied square foot

 

 

 

 

 

 

$

19.64

 

 

 

 

$

19.42

 

 

 

Wholly-Owned
Shopping Centers
December 31,

 

 

Joint Venture
Shopping Centers
December 31,

 

 

2024

 

 

 

 

2023(A)

 

 

2024

 

 

 

 

2023(A)

 

Centers owned

 

22

 

 

 

 

 

22

 

 

 

11

 

 

 

 

 

11

 

Aggregate occupancy rate

 

90.6

%

 

 

 

 

89.5

%

 

 

91.6

%

 

 

 

 

91.6

%

Average annualized base rent per occupied square foot

$

19.81

 

 

 

 

$

19.63

 

 

$

16.64

 

 

 

 

$

16.32

 
(A)
Operating statistics have been adjusted for discontinued operations and properties sold during the year ended December 31, 2024.

Material Agreements with Curbline Properties

In addition to the Separation and Distribution Agreement, on October 1, 2024, the Company entered into a Shared Services Agreement with Curbline Properties and the Operating Partnership (the “Shared Services Agreement”) that requires the Company to provide the services of its employees and the use or benefit of its assets, offices and other resources as may be necessary or useful for Curbline to establish and operate various business functions of the Operating Partnership or its affiliates in a manner as would be established and operated for a REIT similarly situated to Curbline. Additionally, the Operating Partnership or its affiliates, subject to the supervision of the Company’s Board of Directors, will provide the Company (i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operation of a REIT similarly situated to SITE Centers, including supervising various business functions of SITE Centers necessary for the day-to-day management operations of SITE Centers and its affiliates and (ii) transaction services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to SITE Centers, including the provision of personnel at both the leadership and operational levels necessary to ensure effective and efficient preparation, negotiation, execution and implementation of real estate transactions, as well as overseeing post-transaction activities and alignment with SITE Centers’ strategic objectives. The Operating Partnership or its affiliates provides the Company with a Chief Executive Officer and Chief Investment Officer but the Company employs its own Chief Financial Officer, Chief Accounting Officer and General Counsel. The Company also provides Curbline Properties and its affiliates an option to enter into a lease agreement for office space at SITE Centers’ corporate headquarters location in Beachwood, Ohio for an initial five-year term with the right to extend the lease for up to four successive terms of five years each.

As compensation for the services provided under the Shared Services Agreement, the Operating Partnership will pay a monthly fee to the Company in the amount of 2.0% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement). There is no separate fee paid by the Company in connection with the provision of services by the Operating Partnership or its affiliates under the Shared Services Agreement. Unless terminated earlier, the term of the Shared Services Agreement will expire on October 1, 2027. In the event of certain early terminations of the Shared Services Agreement, the Company will be obligated to pay a termination fee to the Operating Partnership equal to $2.5 million multiplied by the number of whole or partial fiscal quarters remaining in the Shared Services Agreement’s three-year term (or $12.0 million in the event the Company terminates the agreement for convenience on its second anniversary).

4

 

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

The Separation and Distribution Agreement also contains provisions that obligate the Company to complete certain redevelopment projects at properties that are owned by Curbline. As of December 31, 2024, these redevelopment projects were estimated to cost $32.9 million to complete.

Recent Developments

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

Tenants and Competition

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

The Company’s five largest tenants based on the Company’s aggregate annualized base rental revenues, including its proportionate share of joint venture aggregate annualized base rental revenues, are TJX Companies, Inc., Dick's Sporting Goods, Inc., Burlington Stores, Inc., The Kroger Co. and PetSmart, Inc., representing 4.6%, 4.4%, 4.3%, 3.6% and 3.3%, respectively, of the Company’s aggregate annualized base rental revenues at December 31, 2024. For more information on the Company’s tenants, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Company Fundamentals.”

Qualification as a Real Estate Investment Trust

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

In the past, the Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”). In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Code. A TRS is subject to federal and state income taxes. As of February 28, 2025, the Company does not currently own a subsidiary it treats as a TRS.

Human Capital Management

As of December 31, 2024, the Company’s workforce was composed of 172 full-time employees compared to 220 full-time employees at December 31, 2023. This reduction reflects, in part, the transition of employment of several former employees to Curbline Properties and its affiliates on October 1, 2024. Of the Company’s employees, 78% of employees were assigned to work in the corporate headquarters in Beachwood, Ohio, with the rest working in regional offices or remotely. Many of the Company’s employees have a long tenure with the Company, with approximately 83% of the Company’s employees having been with the Company for over 5 years and 60% for over 10 years.

5

 

The Company’s primary human capital management objective is to attract, develop, engage and retain the highest quality talent. To support this objective, the Company offers competitive pay and benefit programs, a broad focus on wellness and flexible work arrangements designed to allow employees to meet personal and family needs. The Company currently utilizes a hybrid work schedule that provides employees the opportunity to work remotely on a limited basis while continuing to cultivate in-office relationships and learning, which are key elements to the Company’s culture. The Company also takes steps to improve upon its level of employee engagement and to create an inclusive workplace. The Company’s employees are expected to exhibit honest, ethical and respectful conduct in the workplace. The Company annually requires its employees to complete training modules on sexual harassment and discrimination and to acknowledge and certify their compliance with the Company’s Code of Business Conduct and Ethics. Senior members of its accounting, finance and capital markets and asset management departments are also required to acknowledge and agree to the Company’s Code of Ethics for Senior Financial Officers on an annual basis. The Company’s culture is also underpinned by its employees’ commitment to the Company’s core values of being Fearless, Authentic, Curious and Thoughtful (the Company’s “Matters of FACT”) in the conduct of their responsibilities.

Corporate Responsibility and Sustainability

Detailed information regarding the Company’s approach to sustainability can be found on the Company’s website in its Corporate Responsibility and Sustainability Report. This report is based on the Global Reporting Initiative (“GRI”) standard, which summarizes environmental and social performance, and includes disclosures with respect to Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-Related Disclosures (“TCFD”) standards. The content of the Company’s sustainability report is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document filed with the SEC, unless expressly noted.

Information About the Company’s Executive Officers

The section below provides information regarding the Company’s executive officers as of February 28, 2025:

David R. Lukes, age 55, has served as President and Chief Executive Officer of SITE Centers and has been a member of SITE Centers’ Board of Directors since March 2017. Mr. Lukes has also served as President, Chief Executive Officer and Director of Curbline Properties since September 2024. Prior to joining SITE Centers, Mr. Lukes served as Chief Executive Officer and President of Equity One, Inc. (“Equity One”), an owner, developer and operator of shopping centers, from 2014 until 2017. Mr. Lukes also served as President and Chief Executive Officer of Sears Holding Corporation affiliate, Seritage Realty Trust, a real estate company, from 2012 to 2014 and as President and Chief Executive Officer of Olshan Properties, a privately-owned real estate firm specializing in commercial real estate, from 2010 to 2012. From 2002 to 2010, Mr. Lukes served in various senior management positions at Kimco Realty Corporation, including serving as its Chief Operating Officer from 2008 to 2010. Mr. Lukes has also served as the President, Chief Executive Officer and Director of Retail Value Inc. (“RVI”), which previously owned and operated shopping centers located in the U.S. and was managed by SITE Centers, since 2018 and as an Independent Director of Citycon Oyj, an owner and manager of shopping centers in the Nordic region listed on the Nasdaq Helsinki stock exchange, since 2017. Mr. Lukes also serves as a member of the Advisory Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). Mr. Lukes holds a Bachelor of Environmental Design from Miami University, a Master of Architecture from the University of Pennsylvania and a Master of Science in real estate development from Columbia University.

Gerald Morgan, age 62, has served as Executive Vice President, Chief Financial Officer and Treasurer of SITE Centers since October 2024. Previously, Mr. Morgan served as the Chief Financial Officer of Four Corners Property Trust, a public REIT focused on net lease properties, from 2015 through April 2024. Prior to joining Four Corners Property Trust, from 2012 to 2015, Mr. Morgan was the CFO and a Managing Director of Amstar Advisers, a private real estate investment manager. From 2010 to 2011, Mr. Morgan was the Managing Director of Financial Strategy and Planning for Prologis, a global industrial REIT, where he was involved in the company’s capital markets and M&A activities. Prior to Prologis, Mr. Morgan was President and CFO of American Residential Communities. In addition, Mr. Morgan has served as a senior officer with Archstone, which was a national public apartment REIT, and as the CFO of Francisco Partners, a technology focused private equity fund. Since 2024, Mr. Morgan has also served as Executive Vice President, Chief Financial Officer and Treasurer and Director of RVI. Mr. Morgan holds Bachelor of Science and Master of Business Administration degrees from Stanford University.

John M. Cattonar, age 43, has served as Executive Vice President and Chief Investment Officer of SITE Centers since 2021. Mr. Cattonar has been a member of SITE Centers’ Board of Directors since 2024. Mr. Cattonar has also served as Executive Vice President and Chief Investment Officer of Curbline Properties since September 2024. Previously, Mr. Cattonar served as Senior Vice President of Investments of SITE Centers from 2017 to 2021. Prior to joining SITE Centers, Mr. Cattonar served as Vice President of Asset Management for Equity One from 2015 to 2017 and at Seritage Realty Trust from 2012 to 2015. Mr. Cattonar earned a Master of Science in Real Estate Development from Columbia University and holds a Bachelor of Arts in Economics from the University of North Carolina at Chapel Hill.

6

 

Aaron M. Kitlowski, age 52, has served as Executive Vice President, General Counsel and Corporate Secretary of SITE Centers since 2017. Mr. Kitlowski has also served as Executive Vice President and Secretary of RVI since 2018. Prior to joining SITE Centers, he served as General Counsel and Corporate Secretary at Equity One for six years. Before Equity One, Mr. Kitlowski served as Chief Counsel of CIT Group Inc. for six years and as an Associate at Simpson Thacher & Bartlett for seven years. Mr. Kitlowski earned a Juris Doctorate from Duke University School of Law and a Bachelor of Arts from Duke University.

Corporate Headquarters

The Company is an Ohio corporation incorporated in 1992. The Company’s executive offices are located at 3300 Enterprise Parkway, Beachwood, Ohio 44122, and its telephone number is (216) 755-5500. The Company’s website is www.sitecenters.com. The Company uses the Investors Relations section of its website as a channel for routine distribution of important information, including press releases, analyst presentations and financial information. The information the Company posts to its website may be deemed to be material, and investors and others interested in the Company are encouraged to routinely monitor and review the information that the Company posts on its website in addition to following the Company’s press releases and SEC filings. The Company posts filings made with the SEC to its website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, including the Company’s annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K, respectively, the Company’s proxy statements and any amendments to those reports or statements. All such postings and filings are available on the Company’s website free of charge. In addition, this website allows investors and other interested persons to sign up to automatically receive e-mail alerts when the Company posts news releases and financial information on its website. The SEC also maintains a website (https://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The content on, or accessible through, any website referred to in this Annual Report on Form 10-K for the fiscal year ended December 31, 2024, is not incorporated by reference into, and shall not be deemed part of, this Form 10-K unless expressly noted.

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 Business, Properties and Strategy

•
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.
•
An increase in e-commerce market share may have an adverse impact on the Company’s tenants and business.
•
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.
•
The Company’s dependence on rental income may adversely affect its results of operations.
•
The Company’s expenses may remain constant or increase even if income from the Company’s properties decreases.
•
Inflationary pressures could adversely impact the Company’s tenants and operating results.
•
Rising interest rates could adversely affect the Company’s strategy.
•
Property ownership through partnerships and joint ventures could limit the Company’s control of those investments and reduce its expected return.
•
The Company’s real estate assets may be subject to impairment charges.

7

 

•
Real estate property investments are illiquid; therefore, the Company may not be able to dispose of properties when desired or on favorable terms.
•
The Company’s real estate investments may contain environmental risks that could adversely affect its results of operations.
•
Expectations relating to environmental, social and governance considerations expose the Company to potential liabilities, increased costs, reputational harm and other adverse effects on the Company’s business.
•
The Company may be adversely impacted by laws, regulations or other issues related to climate change.
•
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.
•
Crime or civil unrest may affect the markets in which the Company operates its business and its profitability.
•
A disruption, failure or breach of the Company’s networks or systems, including as a result of cyber-attacks, could harm its business.
•
Disruptions or cost overruns in the transition of the Company’s commercial property management and financial system could affect its operations.

Risks Relating to the Company’s Indebtedness and Capital Structure

•
The Company does not maintain a revolving credit facility which could adversely affect its ability to fund its business.
•
The Company utilizes a significant amount of indebtedness in the operation of its business which could adversely affect its financial condition, operating results and cash flows.
•
The Company’s financial condition and operating activities could be adversely affected by financial covenants.
•
The Company’s ability to increase its debt could adversely affect its financial condition and cash flows.
•
The Company may not be able to obtain additional capital to finance its operations.

Risks Related to the Company’s Taxation as a REIT

•
If the Company fails to qualify 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.
•
Compliance with REIT requirements may negatively affect the Company’s operating decisions.
•
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.
•
Dividends paid by REITs generally do not qualify for reduced tax rates.
•
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.
•
Legislative or other actions affecting REITs could have a negative effect on the Company.

Risks Related to the Company’s Organization, Structure and Ownership

•
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.

8

 

•
The Company’s Board of Directors may change significant corporate policies without shareholder approval.

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 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 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

•
Changes in market conditions could adversely affect the market price of the Company’s publicly traded securities.
•
The Company may issue additional securities without shareholder approval.

General Risks Relating to Investments in the Company’s Securities

•
The Company may be unable to retain and attract key management personnel.
•
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 Business, Properties and Strategies

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 real estate holdings can be affected by many factors, including the following:

•
Changes in the national, regional, local and international economic climate;
•
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;
•
The attractiveness of the properties to tenants;
•
The increase in consumer purchases through the internet;
•
The Company’s ability to provide adequate management services and to maintain its properties;
•
Increased operating costs if these costs cannot be passed through to tenants and
•
The expense of renovating, repairing and re-letting spaces.

Because the Company’s properties consist of retail shopping centers, the Company’s performance is 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 is 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 taxes or tariffs 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. 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.

9

 

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, 2024, leases at the Company’s properties (including the proportionate share of unconsolidated properties) were scheduled to expire on a total of approximately 6.8% of leased GLA during 2025. 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 and operating results 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, 2024, the annualized base rental revenues of the Company’s tenants that are equal to or 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:

Tenant

 

% of Annualized Base
Rental Revenues

TJX Companies, Inc.

 

4.6%

Dick's Sporting Goods, Inc.

 

4.4%

Burlington Stores, Inc.

 

4.3%

The Kroger Co.

 

3.6%

PetSmart, Inc.

 

3.3%

Fitness International LLC

 

3.2%

Best Buy Co., Inc.

 

2.9%

Ross Stores, Inc.

 

2.4%

Michaels Companies, Inc.

 

1.7%

Five Below, Inc.

 

1.7%

Ulta Beauty, Inc.

 

1.5%

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 may be limited absent the investment of significant capital to repurpose the space. In 2024, rents from movie theater operators comprised 4.6% of the Company’s aggregate annualized shopping center base 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 could be negatively affected if a significant number of its tenants, or any of its major tenants, were to do the following:

•
Experience a downturn in their business that significantly weakens their ability to meet their obligations to the Company; Decline to extend or renew leases upon expiration;
•
Delay lease commencements;

10

 

•
•
Fail to make rental payments when due or
•
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 centers 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 meet debt and other financial obligations and 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, the cost to complete build-outs of recently leased vacancies and interest rate costs relating to variable-rate loans and refinancing of fixed-rate indebtedness.

Rising Interest Rates Could Adversely Impact the Company’s Strategy

A component of the Company’s strategy includes exploring opportunities to sell additional properties at attractive values. 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 and its ability to sell additional properties.

 

Property Ownership Through Partnerships and Joint Ventures Could Limit the Company’s Control of Those Investments and Reduce Its Expected Return

Partnership or joint venture investments may involve risks not otherwise present for investments made solely by the Company, including the possibility that the Company’s partner or co-venturer might become bankrupt, that its partner or co-venturer might at any time have different interests or goals than the Company and that its partner or co-venturer may take action contrary to the Company’s instructions, requests, policies or objectives, including the Company’s policy with respect to maintaining its qualification as a REIT. In addition, the Company’s partner or co-venturer could have different investment criteria that would impact the assets held by the joint venture or its interest in the joint venture, which may also reduce the carrying value of its equity investments if a loss in the carrying value of the investment is realized. These situations could have an impact on the Company’s revenues from its joint ventures. Other risks of joint venture investments 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 or co-venturer nor the Company would have full control over the partnership or joint venture. Joint venture platforms typically contain customary buy-sell provisions, which could result in either the sale of the Company’s interest or the use of available cash or borrowings to acquire the Company’s partner’s interest at inopportune times, as well as the termination of applicable management contracts and fees.

11

 

In addition, the Company is obligated to maintain the REIT status of the Dividend Trust Portfolio 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 such investments, cause its cash flows to be lower than its estimates or lead to business conflicts or litigation. There is no limitation under the Company’s Articles of Incorporation, or its Code of Regulations, as to the amount of funds that the Company may invest in partnerships or joint ventures. In addition, a partner or co-venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture. Furthermore, if credit conditions in the capital markets deteriorate, the Company could be required to reduce the carrying value of its equity method investments if a loss in the carrying value of the investment is realized or considered an other than temporary decline. As of December 31, 2024, the Company had $30.4 million of investments in and advances to unconsolidated joint ventures holding shopping centers.

 

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 is evaluating 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 explore the sale of additional 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.

Real Estate Property Investments Are Illiquid; Therefore, the Company May Not Be Able to Dispose of Properties When Desired or on Favorable Terms

Real estate investments generally cannot be disposed of quickly. In addition, the Code imposes restrictions, which are not applicable to other types of real estate companies, on the ability of a REIT to dispose of properties. Therefore, the Company may not be able to diversify or alter its portfolio in response to economic conditions or trends in retailer or consumer behavior promptly or on favorable terms. The Company’s inability to quickly respond to such changes or dispose of properties could adversely affect the value of the Company’s portfolio and its ability to repay indebtedness and make distributions to shareholders.

The Company’s Real Estate Investments May Contain Environmental Risks 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 costs of removal or remediation of certain hazardous substances released on or in its 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 divert management’s attention from other aspects of the Company’s business 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. As of December 31, 2024, the Company continued to remediate and explore permanent solutions with the applicable state environmental protection agency with respect to groundwater contamination detected at one of its properties. The presence of contamination or the failure to successfully complete its remediation may adversely affect the Company’s ability to lease or sell the property.

Expectations Relating to Environmental, Social and Governance Considerations Expose the Company to Potential Liabilities, Increased Costs, Reputational Harm and Other Adverse Effects on the Company’s Business

In recent years, many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance (“ESG”) considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion. The Company has made statements about ESG considerations through information provided on its website, press releases and other communications, including through its Corporate Responsibility and Sustainability Report.

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Disclosures regarding ESG considerations involve risks and uncertainties. Some stakeholders may disagree with the Company’s approach to ESG and stakeholders’ ESG views may change and evolve over time. The Company may also change its approach to ESG, due to a broader change in strategy, reduced relevance of such initiatives or changing market conditions. Reporting certain ESG metrics also involves the use of estimates and assumptions and reliance on third-party information that cannot be independently verified by the Company if it is available at all. The Company expects to incur additional costs to comply with any applicable ESG disclosure obligations, including disclosures relating to the impact of climate change on the Company’s business. Any failure, or perceived failure, by the Company to further ESG initiatives, adhere to its public statements, accurately report sustainability metrics, comply with federal or state ESG laws and regulations, which themselves may be subject to evolving standards and practices, or meet evolving and varied stakeholder expectations and disclosure standards could result in legal and regulatory proceedings against the Company and/or materially adversely affect the Company’s business, reputation, results of operations, financial condition and stock price.

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, a number of the Company’s properties 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 Company’s insurance premiums have increased in recent years, and 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.

Crime or Civil Unrest May Affect the Markets in Which the Company Operates Its Business and Its 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. 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.

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Any of the foregoing circumstances could have a negative effect on the Company’s business, the operations of its tenants and the value of its properties.

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 Company’s joint ventures. While the Company maintains some of its own critical information technology systems, it also depends 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. 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, joint ventures and other counterparties (including Curbline Properties); 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.

Disruptions or Cost Overruns in the Transition of the Company’s Commercial Property Management and Financial System Could Affect Its Operations

The Company is in the process of transitioning to a new commercial property management and financial system. Implementation of the new system is a major undertaking, both financially and from a management and personnel perspective, and the conversion process is complex because of the wide range of existing processes and data that must be migrated to the new system. Should the new system not be implemented successfully and within budget, or if the system does not perform in a satisfactory manner, it could disrupt and adversely affect the Company’s operations, including the ability to timely bill and collect tenant payments and otherwise adequately service tenants, the ability to satisfy contractual obligations to the Company’s joint ventures and Curbline Properties, and the ability to report accurate and timely financial results, any of which could adversely impact the Company’s business, reputation, results of operations, financial condition and the price of the Company’s common shares.

Risks Relating to the Company’s Indebtedness and Capital Structure

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 owns certain unencumbered assets that could serve as collateral for additional financings, the Company may not be able to timely satisfy unexpected liabilities if they were to arise, which could have a material adverse effect on the Company’s business, operations and financial condition.

The Company Utilizes a Significant Amount of Indebtedness in the Operation of its Business Which Could Adversely Affect Its Financial Condition, Operating Results and Cash Flows

As of December 31, 2024, the Company had approximately $306.8 million aggregate principal amount of consolidated indebtedness outstanding, consisting of (i) the cross-collateralized Mortgage Facility, having an outstanding principal balance of $206.9 million and maturing in September 2026 (subject to two one-year extension options) with an interest rate of 7.1% at December 31, 2024, and (ii) a mortgage loan secured by Nassau Park Pavilion, having an outstanding principal balance of $99.9 million and maturing in November 2028 with an interest rate of 6.7%. In addition, the Company’s unconsolidated joint ventures have $441.8 million of indebtedness ($106.6 million at SITE’s share) with a weighted-average interest rate of 6.2% and a weighted average maturity of 3.6 years (excluding extension options).

Although the Company believes that it maintains prudent leverage levels, the Company’s ability to refinance its existing indebtedness at maturity will depend on the future performance of the Company and its properties and credit market conditions generally.

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The U.S. and global credit markets have experienced significant dislocations and liquidity disruptions in the past, which have caused the spreads on prospective debt financings to fluctuate. These circumstances materially affected liquidity in the financial markets, making terms for certain financings less attractive and, in certain cases, resulting in the unavailability of financing for businesses and assets similar to those operated by the Company. In addition, volatility in benchmark interest rates may cause interest rates applicable to refinancings to exceed the interest rates applicable to the Company’s existing indebtedness which would negatively impact the Company’s results of operations and could adversely impact the amount the Company is able to distribute to its shareholders.

The Company’s Financial Condition and Operating Activities Could Be Adversely Affected by Financial Covenants

The instruments governing the Company’s debt, including the Mortgage Facility, contain operating covenants, including limitations on the Company’s ability to sell one or more of its mortgaged assets and incur additional indebtedness. These instruments also impose limitations on our ability to access operating cash from properties in the event the applicable loan’s debt yield is not maintained. The Mortgage Facility also contains covenants that require the Company to maintain certain levels of minimum net worth and liquid assets that could limit our financial and operational flexibility and the amount we are able to distribute to shareholders. In addition, the Mortgage Facility requires the Company to use proceeds from the sale of mortgaged properties to repay the release amounts related to such properties before allowing the Company to use sale proceeds for any other purpose (including to make distributions to shareholders). These instruments also contain customary default provisions, including the failure to pay principal and interest issued thereunder in a timely manner and the failure to comply with certain covenants. A default or breach of any of these covenants could allow the lender to foreclose on the properties serving as collateral for the applicable loan, which could have a material adverse effect on the Company’s financial condition.

The Company’s Ability to Increase Its Debt Could Adversely Affect Its Financial Condition and Cash Flows

The Company’s organizational documents do not contain any limitation on the amount or percentage of indebtedness it may incur. If the Company were to become more highly leveraged, its cash needs to fund debt service would increase accordingly. Under such circumstances, the Company’s risk of decreases in cash flow due to fluctuations in the real estate market, reliance on its major tenants and the other factors discussed in these risk factors could subject the Company to an even greater adverse impact on its financial condition and results of operations. In addition, increased leverage could increase the risk of default on the Company’s debt obligations, which could further reduce its cash available for distribution and adversely affect its ability to dispose of its portfolio on favorable terms, which could cause the Company to incur losses and reduce its cash flows.

The Company May Not Be Able to Obtain Additional Capital to Finance Its Operations

To qualify as a REIT, the Company must, among other things, distribute at least 90% of its REIT taxable income (excluding net capital gains) to its stockholders each year. Because of these distribution requirements, the Company has relied on third-party sources of capital, including secured and unsecured debt and common and preferred equity financings, to fund capital needs. Economic conditions and conditions in the capital markets may not be favorable at the time the Company needs to raise capital which may cause the Company to seek alternative sources of potentially less attractive financing and may require it to adjust its business plan accordingly. Disruptions in the financial markets may also have a material adverse effect on the market value of the Company’s common shares, the value of its properties in private market transactions and other adverse effects on the Company or the economy in general.

Risks Related to the Company’s Taxation as a REIT

If the Company Fails to Qualify 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 may continue to decrease. 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 Internal Revenue Service (“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.

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If the Company fails 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;
•
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 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 expenditures or debt service 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, sell its securities or a portion of its properties at unfavorable prices or find other sources of funds in order to meet the REIT distribution requirements and avoid corporate income tax and the 4% excise tax.

In addition, the REIT provisions of the Code impose a 100% tax on income from “prohibited transactions.” Prohibited transactions generally include sales of assets, other than foreclosure property, that constitute inventory or other property held for sale to customers in the ordinary course of business. This 100% tax could affect the Company’s decisions to sell property if it believes such sales could be treated as a prohibited transaction. However, the Company would not be subject to this tax if it were to sell assets through a TRS. The Company will also be subject to a 100% tax on certain amounts if the economic arrangements between the Company and its TRS are not comparable to similar arrangements among unrelated parties.

Changes to the Company’s asset portfolio could exacerbate these risks.

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.

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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. 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, and before January 1, 2026. 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.

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.

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Risks Related to the Company’s Organization, Structure and Ownership

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
•
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’s Board of Directors May Change Significant Corporate Policies Without Shareholder Approval

The Company’s strategies and investment, financing and dividend policies will be determined by its Board of Directors. These strategies and policies may be amended or revised at any time at the discretion of the Board of Directors without a vote of the Company’s shareholders. A change in any of these strategies and policies could have an adverse effect on the market price of the Company’s common shares and on the Company’s financial condition, operating results and cash flow and on its ability to make distributions to shareholders.

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 its 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 its 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 among, 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.

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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 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 be 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, the Company is generally obligated to provide Curbline Properties with the services of the 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 as would be established and operated for a REIT similarly situated to Curbline Properties. As a result of these obligations, even if future sales of Company assets cause a significant decrease in the size of the Company’s portfolio, the Company may 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 are not expected to 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 likely to have an increasingly disproportionate and adverse impact on the Company’s results of operations and its ability to use operating cash flows 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 market conditions, which may change from time to time. Among the market conditions that may affect the market price of the Company’s publicly traded securities are the following:

•
The extent of institutional investor interest in the Company and the properties it owns;
•
The reputation of REITs generally and the reputation of REITs with similar portfolios;
•
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;
•
The Company’s financial condition and performance;
•
The market’s perception of the Company’s strategy, the value of its properties and its future cash dividends;
•
An increase in market interest rates, which could adversely impact the value of the Company’s properties or may lead prospective investors to demand a higher distribution rate in relation to the price paid for the Company’s shares and
•
General economic and financial market conditions.

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.

19

 

General Risks Relating to Investments in the Company’s Securities

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

The Company may be unable to retain and attract talented executives. Pursuant to the terms of the Shared Services Agreement, Curbline Properties currently provides the Company with our Chief Executive Officer and Chief Investment Officer and therefore these officers are not employed by, or exclusively dedicated to, the Company. In the event of the loss of key management personnel, the Company may not be able to find replacements with comparable skill, ability and industry expertise. The Company’s operating results and financial condition 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 8, “Commitments and Contingencies,” to the Company’s consolidated financial statements.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 1C. CYBERSECURITY

Information Technology and Cybersecurity

The Company depends on the proper functioning, availability, and security of its information systems, including financial, data processing, communications, and operating systems, as well as proprietary software programs that are important to the efficient operation of the business. The Company also utilizes software applications provided by third parties, grants limited access to the Company’s systems to third parties providing specific outsourced functions or other services, and increasingly stores and transmits data using connected information technology or “cloud” systems. Any significant failures or disruptions of the Company’s critical information systems, including ransomware attacks or other cyber incidents, that impact the availability or other proper functioning of these systems or that result in the compromise of sensitive or confidential information, including information of tenants, employees, and others (including joint venture partners and Curbline Properties), could result in liability for the Company to third parties and have a significant impact on the Company’s operations and reputation.

The Company’s internal audit team annually assesses and reviews the risks posed to the security of the Company’s networks, including a review of system and process assurance for information technology and application controls, and takes into account certain frameworks and policies. The Company’s internal audit team also reviews the Company’s fraud assessment and confirms IT management’s oversight of its cybersecurity policies. This oversight has been integrated into the Company’s enterprise risk management system. For example, the Company’s management team reviews the findings, if any, of the internal audit team’s assessments, analyzed the identified risks, and takes action based on the Company’s overall risk profile. In order to assess the risks posed to the Company’s information systems by third-party service providers and vendors, the information technology department, coordinating with the Company's internal audit services team, evaluates new software and network application vendors’ contracts, internal policies, certifications, and System and Organization Controls (“SOC”) reports during the procurement of solutions and services.

To mitigate the risk and impact of any cybersecurity incidents on the security and availability of the Company’s networks, the Company’s information technology systems are protected through physical and software safeguards and backup procedures the Company considers appropriate. The Company contracts with independent cybersecurity providers for security event incident management, end-point detection and incident response monitoring, and security incident response services. Additionally, the Company has deployed a layered approach to network intrusion detection and protection using technology provided by industry-leading companies. The information technology department also performs timely system and security updates to maintain current software versions and apply appropriate security updates to reduce the Company’s risk.

The Company has also implemented various safeguards designed to ensure the confidentiality, availability and the integrity of its network and data, including redundant telecommunication facilities, replicating critical data and backups to multiple off-site locations, a fire suppression system to protect the Company’s on-site data center, and electrical power protection and generation facilities.

20

 

The Company also has a catastrophic disaster recovery plan and alternate processing capability available for its critical data processes in case of a catastrophe that renders the primary data center unusable.

The Company conducts annual cybersecurity awareness training for all employees, new-hire cybersecurity training, monthly simulated phishing tests, and additional training for specific departmental requirements as part of the Company’s risk mitigation efforts. The Company also maintains cybersecurity insurance; however, there is no assurance that the insurance the Company maintains will cover all cybersecurity breaches or that policy limits will be sufficient to cover all related losses.

Under the leadership of the Company’s Chief Technology Officer, the Company’s information technology department is primarily responsible for assessing and managing material risks to the Company’s information systems, including from cybersecurity threats. The Company’s Chief Technology Officer has over 30 years’ experience working in information technology and managing information technology systems and holds several specialized security certifications, including the Certified Information Security Manager certification from the Information Systems Audit and Control Association. In addition, certain members of the Company’s information technology department have obtained specialized security certifications, including accreditation as Certified Information Systems Security Professionals, and have prior work experience in various roles involving technology and security. The Company has established an internal Security and Privacy Governance Committee, comprised of the Chief Technology Officer and other senior members of management that generally meets quarterly. This committee receives updates from the Company’s information technology department with respect to the implementation of various systems and security measures, the Company’s cybersecurity training and awareness program, enhancements or modifications to the security program, and the impacts of such changes to the Company’s information security risk environment. The Company has adopted a Cybersecurity Incident Response Plan, which requires communication of cybersecurity incidents to varying levels and personnel within the organization depending on the severity of the threat impact and encompasses tactics related to cybersecurity, systems and facilities availability, and information privacy.

The Board of Directors has specifically delegated oversight of the Company’s cybersecurity risks and related practices to the Audit Committee of the Board of Directors ( the “Audit Committee”) through the committee’s charter. At least annually, senior members of the Company’s information technology team (including the Chief Technology Officer) and internal audit services team brief the Audit Committee on information and cyber security matters, including results from risk assessments, the Company’s policies and its internal control function. The Audit Committee reviews such information alongside other company risks as part our overall risk assessment process.

The Company has experienced issues from cybersecurity threats, including issues related to malware, email phishing, and other events intended to disrupt information systems, wrongfully obtain valuable information, or cause other malicious events. To the best of the Company’s knowledge, these threats have not materially affected the Company, nor have they materially obstructed the availability of its information systems and data on which it relies. Although no assurances can be given, the Company does not believe that such threats are reasonably likely to materially affect the Company in the future. See Item 1A. Risk Factors under the caption “Risks Related to the Company’s Business, Properties and Strategies—A Disruption, Failure or Breach of the Company’s Networks or Systems, Including as a Result of Cyber-Attacks, Could Harm Its Business.”

Item 2. PROPERTIES

At December 31, 2024, the Portfolio Properties included 33 shopping centers (including 11 centers owned through unconsolidated joint ventures). At December 31, 2024, the Portfolio Properties aggregated 8.8 million square feet of Company-owned GLA located in 15 states. These centers are principally located in suburban, higher household income communities with the highest concentration of centers located in Illinois, New Jersey and North Carolina.

At December 31, 2024, on a pro rata basis, the average annualized base rent per square foot was $19.64. The average annualized base rent of the Company’s 22 wholly-owned shopping centers was $19.81 per square foot, and the average annualized base rent for the 11 shopping centers owned through unconsolidated joint ventures was $16.64 per square foot. The Company’s average annualized base rent per square foot does not consider tenant expense reimbursements.

A significant number of the Company’s shopping centers are anchored by national tenant anchors and are designed to provide a highly compelling shopping experience and merchandise mix for retail partners and consumers. The tenants of the shopping centers typically cater to the consumer’s desire for value, service and convenience and offer day-to-day necessities rather than luxury items. The properties often include discounters, specialty grocers, pet supply stores, fitness centers, quick-service restaurants and beauty supply retailers as additional anchors or tenants.

Information as to the Company’s largest tenants based on total annualized rental revenues and Company-owned GLA at December 31, 2024, is set forth in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Executive Summary – Company Fundamentals” of this Annual Report on Form 10-K. For additional details related to property indebtedness for the Company’s wholly-owned assets, see “Real Estate and Accumulated Depreciation” (Schedule III)

21

 

herein. At December 31, 2024, the Company owned an investment in properties through unconsolidated joint ventures, which properties served as collateral for joint venture mortgage debt aggregating approximately $441.8 million (of which the Company’s proportionate share is $106.6 million) and is not reflected in the Company’s consolidated indebtedness. The Company’s properties range in size from approximately 45,000 square feet to approximately 759,000 square feet of Company-owned GLA. On a pro rata basis, the Company’s properties were 90.6% occupied as of December 31, 2024.

 

Corporate Headquarters

In addition to its shopping center portfolio listed below, as of December 31, 2024, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, of which approximately 172,000 square feet of GLA currently serves as the Company’s headquarters and approximately 167,000 square feet of GLA is leased or available to be leased to third parties.

Tenant Lease Expirations and Renewals

The following table shows the impact of tenant lease expirations through 2034 at the Company’s 22 wholly-owned shopping centers (excluding ground leases), assuming that none of the tenants exercise any of their renewal options:

Expiration
Year

 

No. of
Leases
Expiring

 

 

Approximate GLA
in Square Feet
(Thousands)

 

 

Annualized Base
Rent Under
Expiring Leases
(Thousands)

 

 

Average Base Rent
per Square Foot
Under Expiring
Leases

 

 

Percentage of
Total GLA
Represented by
Expiring Leases

 

Percentage of
Total Base Rental
Revenues
Represented by
Expiring Leases

2025

 

 

44

 

 

 

285

 

 

$

6,899

 

 

$

24.22

 

 

6.4%

 

9.0%

2026

 

 

47

 

 

 

362

 

 

 

5,776

 

 

 

15.94

 

 

8.1%

 

7.5%

2027

 

 

55

 

 

 

668

 

 

 

13,428

 

 

 

20.11

 

 

14.9%

 

17.5%

2028

 

 

49

 

 

 

593

 

 

 

10,857

 

 

 

18.32

 

 

13.2%

 

14.1%

2029

 

 

53

 

 

 

592

 

 

 

12,210

 

 

 

20.63

 

 

13.2%

 

15.9%

2030

 

 

33

 

 

 

427

 

 

 

7,694

 

 

 

18.04

 

 

9.5%

 

10.0%

2031

 

 

14

 

 

 

266

 

 

 

3,062

 

 

 

11.51

 

 

6.0%

 

4.0%

2032

 

 

26

 

 

 

262

 

 

 

4,564

 

 

 

17.39

 

 

5.9%

 

6.0%

2033

 

 

26

 

 

 

189

 

 

 

4,549

 

 

 

24.04

 

 

4.2%

 

5.9%

2034

 

 

16

 

 

 

115

 

 

 

2,608

 

 

 

22.75

 

 

2.6%

 

3.4%

Total

 

 

363

 

 

 

3,758

 

 

$

71,647

 

 

$

19.06

 

 

84.0%

 

93.3%

The following table shows the impact of tenant lease expirations through 2034 at the Company’s 11 shopping centers owned through unconsolidated joint ventures (excluding ground leases), assuming that none of the tenants exercise any of their renewal options:

Expiration
Year

 

No. of
Leases
Expiring

 

 

Approximate GLA
in Square Feet
(Thousands)

 

 

Annualized Base
Rent Under
Expiring Leases
(Thousands)

 

 

Average Base Rent
per Square Foot
Under Expiring
Leases

 

 

Percentage of
Total GLA
Represented by
Expiring Leases

 

Percentage of
Total Base Rental
Revenues
Represented by
Expiring Leases

2025

 

 

24

 

 

 

181

 

 

$

3,032

 

 

$

16.78

 

 

5.1%

 

5.6%

2026

 

 

48

 

 

 

459

 

 

 

6,843

 

 

 

14.90

 

 

13.0%

 

12.7%

2027

 

 

38

 

 

 

589

 

 

 

9,319

 

 

 

15.82

 

 

16.6%

 

17.3%

2028

 

 

46

 

 

 

500

 

 

 

8,207

 

 

 

16.42

 

 

14.1%

 

15.3%

2029

 

 

40

 

 

 

489

 

 

 

7,176

 

 

 

14.68

 

 

13.8%

 

13.4%

2030

 

 

28

 

 

 

288

 

 

 

4,516

 

 

 

15.67

 

 

8.1%

 

8.4%

2031

 

 

15

 

 

 

260

 

 

 

4,830

 

 

 

18.57

 

 

7.4%

 

9.0%

2032

 

 

15

 

 

 

128

 

 

 

2,143

 

 

 

16.81

 

 

3.6%

 

4.0%

2033

 

 

15

 

 

 

136

 

 

 

3,061

 

 

 

22.46

 

 

3.8%

 

5.7%

2034

 

 

12

 

 

 

142

 

 

 

3,456

 

 

 

24.36

 

 

4.0%

 

6.4%

Total

 

 

281

 

 

 

3,172

 

 

$

52,583

 

 

$

16.58

 

 

89.5%

 

97.8%

The rental payments under certain of these leases will remain constant until the expiration of their base terms, regardless of inflationary increases. There can be no assurance that any of these leases will be renewed or that any replacement tenants will be obtained if not renewed.

22

 

SITE Centers Corp.

Shopping Center Property List at December 31, 2024

 

 

Location

 

Center

 

Year Developed/
Redeveloped

 

Year Acquired

 

Owned GLA (000's)

 

Total Annualized Base Rent (000's)

 

Average Base Rent
(Per SF)(1)

 

Key Tenants

 

 

Arizona

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Phoenix, AZ

 

Ahwatukee Foothills Towne Center(2)

 

2013

 

1998

 

691

 

$11,521

 

$19.15

 

AMC Theatres, Best Buy, Burlington, HomeGoods, JOANN, Lina Home Furnishings, Marshalls, Michaels,
Ross Dress for Less, Sprouts Farmers Market

2

 

Phoenix, AZ

 

Deer Valley Towne Center

 

1996

 

1999

 

152

 

$2,887

 

$19.02

 

Michaels, PetSmart, Ross Dress for Less

3

 

Phoenix, AZ

 

Paradise Village Gateway

 

2004

 

2003

 

211

 

$1,899

 

$18.74

 

PetSmart, Ross Dress for Less, Sun & Ski Sports

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

California

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

Long Beach, CA

 

The Pike Outlets(3)

 

2015

 

DEV

 

390

 

$6,405

 

$25.34

 

Cinemark, Gold's Gym, H & M, Nike, Restoration Hardware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Colorado

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

Colorado Springs, CO

 

Chapel Hills West

 

1996

 

2014

 

225

 

$2,212

 

$12.31

 

Burlington, PetSmart, Ross Dress for Less, Urban Air Adventure Park

6

 

Parker, CO

 

Flat Acres Market Center(3)

 

2003

 

2003

 

136

 

$1,988

 

$17.82

 

24 Hour Fitness, Michaels

7

 

Parker, CO

 

Parker Pavilions

 

2003

 

2003

 

51

 

$877

 

$17.12

 

Office Depot

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Connecticut

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8

 

Plainville, CT

 

Connecticut Commons(2)

 

2013

 

2005

 

561

 

$7,485

 

$14.08

 

Aldi, AMC Theatres, Dick's Sporting Goods, DSW, Kohl's, Lowe's, Marshalls, PetSmart

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Florida

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9

 

Fort Walton Beach, FL

 

Shoppes at Paradise Pointe

 

2000

 

2007

 

73

 

$807

 

$12.84

 

Publix

10

 

Winter Garden, FL

 

Winter Garden Village

 

2007

 

2013

 

629

 

$11,819

 

$18.80

 

Bealls, Best Buy, Burlington, Forever 21, Havertys, JOANN, LA Fitness, Market By Macy's, Marshalls, PetSmart, Ross Dress for Less, Staples

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Georgia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11

 

Atlanta, GA

 

Perimeter Pointe

 

2002

 

1995

 

360

 

$3,708

 

$17.68

 

Dick's Sporting Goods, LA Fitness, Regal Cinemas

12

 

Marietta, GA

 

Towne Center Prado(2)

 

2002

 

1995

 

287

 

$3,551

 

$13.13

 

Going Going Gone, Publix, Ross Dress for Less

13

 

Roswell, GA

 

Sandy Plains Village

 

2013

 

2007

 

174

 

$2,379

 

$14.52

 

Movie Tavern, Painted Tree Marketplace

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Illinois

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14

 

Chicago, IL

 

3030 North Broadway

 

2016

 

2017

 

132

 

$4,694

 

$35.63

 

Mariano's

15

 

Chicago, IL

 

The Maxwell

 

2014

 

2014

 

240

 

$4,989

 

$24.62

 

Burlington, Dick's Sporting Goods, Nordstrom Rack

16

 

Deer Park, IL

 

Deer Park Town Center(4)

 

2004

 

2000

 

358

 

$9,212

 

$37.50

 

Century Theatre, Crate & Barrel, Gap

17

 

Tinley Park, IL

 

Brookside Marketplace(2)

 

2013

 

2012

 

317

 

$4,903

 

$15.74

 

Best Buy, Dick's Sporting Goods, HomeGoods, Michaels, PetSmart, Ross Dress for Less, T.J. Maxx

 

23

 

SITE Centers Corp.

Shopping Center Property List at December 31, 2024

 

 

Location

 

Center

 

Year Developed/
Redeveloped

 

Year Acquired

 

Owned GLA (000's)

 

Total Annualized Base Rent (000's)

 

Average Base Rent
(Per SF)(1)

 

Key Tenants

 

 

Missouri

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18

 

Brentwood, MO

 

The Promenade at Brentwood

 

1998

 

1998

 

338

 

$5,565

 

$16.47

 

Burlington, Micro Center, PetSmart, Target, Trader Joe's

19

 

Independence, MO

 

Independence Commons(2)

 

1999

 

1995

 

386

 

$5,781

 

$15.57

 

AMC Theatres, Best Buy, Bob's Discount Furniture, Kohl's, Marshalls, Ross Dress for Less

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Jersey

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20

 

East Hanover, NJ

 

East Hanover Plaza

 

1994

 

2007

 

98

 

$1,771

 

$20.46

 

HomeGoods, HomeSense

21

 

Edgewater, NJ

 

Edgewater Towne Center

 

2000

 

2007

 

76

 

$2,336

 

$32.87

 

Whole Foods

22

 

Princeton, NJ

 

Nassau Park Pavilion

 

2021

 

1997

 

759

 

$12,224

 

$16.41

 

At Home, Best Buy, Burlington, Dick's Sporting Goods, HomeGoods, HomeSense, Michaels, PetSmart, Planet Fitness, Raymour & Flanigan, T.J. Maxx, Wegmans

23

 

Union, NJ

 

Route 22 Retail Center(2)

 

1997

 

2007

 

112

 

$1,399

 

$14.64

 

Dick's Sporting Goods

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North Carolina

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24

 

Chapel Hill, NC

 

Meadowmont
Crossing (3)

 

2002

 

2007

 

92

 

$252

 

$25.31

 

—

25

 

Chapel Hill, NC

 

Meadowmont Market

 

2002

 

2007

 

45

 

$697

 

$15.52

 

Harris Teeter

26

 

Raleigh, NC

 

Poyner Place(2)

 

2012

 

2012

 

252

 

$4,221

 

$17.03

 

Cost Plus World Market, Marshalls, Michaels, Ross Dress for Less, Urban Air Trampoline & Adventure Park

27

 

Wilmington, NC

 

University Centre(2)

 

2001

 

1993

 

418

 

$4,191

 

$11.54

 

Crunch Fitness, Lowe's, Old Navy, Ollie's Bargain Outlet,
Ross Dress for Less

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ohio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28

 

Stow, OH

 

Stow Community Center

 

2008

 

1996

 

406

 

$5,054

 

$12.80

 

Giant Eagle, Hobby Lobby, HomeGoods, Kohl's, T.J. Maxx

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oregon

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29

 

Portland, OR

 

The Blocks

 

2001

 

2019

 

97

 

$2,448

 

$36.71

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pennsylvania

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30

 

Easton, PA

 

Southmont Plaza

 

2004

 

2015

 

251

 

$4,127

 

$16.61

 

Barnes & Noble, Best Buy, Dick's Sporting Goods, Michaels,
Ross Dress for Less, Staples

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

South Carolina

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31

 

Charleston, SC

 

Ashley Crossing(2)

 

2011

 

2003

 

208

 

$2,301

 

$11.61

 

Food Lion, JOANN, Kohl's, Marshalls

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Virginia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32

 

Midlothian, VA

 

Commonwealth Center(2)

 

2002

 

2007

 

166

 

$2,441

 

$15.84

 

Michaels, Painted Tree Marketplace, The Fresh Market

33

 

Richmond, VA

 

Downtown Short Pump

 

2000

 

2007

 

126

 

$2,859

 

$22.69

 

Barnes & Noble, Regal Cinemas

 

(1)
Calculated as total annualized base rentals divided by Company-owned rent commenced GLA as of December 31, 2024.
(2)
SITE ownership interest at 20%.
(3)
Indicates the asset or a portion of the asset is subject to a ground lease. All other assets are owned fee simple.
(4)
SITE ownership interest at 50%.

24

 

The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

Item 4. MINE SAFETY DISCLOSURES Item 5.

Not Applicable.

25

 

PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common shares are listed on the NYSE under the ticker symbol “SITC.” As of February 21, 2025, there were 3,145 record holders. This figure excludes non-registered holders that held their shares in “street name” through various brokerage firms, and therefore, does not represent the actual number of beneficial owners of the Company’s common shares.

The decision to declare and pay future dividends on the Company’s common shares, as well as the timing, amount and composition of any such future dividends, will be at the discretion of the Company’s Board of Directors. The Company does not currently expect to make regular quarterly dividend payments in the future. The Board of Directors intends to pursue a dividend policy of retaining sufficient free cash flow to support the Company’s capital needs while still adhering to REIT payout requirements and minimizing federal income taxes (excluding federal income taxes applicable to any taxable REIT subsidiary activities). The Company expects that the frequency and timing of future dividends will be influenced by operations and asset sales, though the Company’s distribution of any sale proceeds to shareholders will be subject to collateral release and repayment requirements set forth in the terms of the Company’s indebtedness and prudent management of liquidity and overall leverage levels in connection with ongoing operations. The Company is required by the Code to distribute at least 90% of its REIT taxable income; however, there can be no assurances as to the timing and amounts of future dividends.

ISSUER PURCHASES OF EQUITY SECURITIES

 

(a)

 

 

(b)

 

 

(c)

 

 

(d)

 

 

Total
Number of
Shares
Purchased

 

 

Average
Price Paid
per Share

 

 

Total Number
of Shares Purchased
as Part of
Publicly Announced
Plans or Programs

 

 

Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
Be Purchased Under
the Plans or Programs
(Millions)

 

October 1-31, 2024

 

—

 

 

 

—

 

 

 

—

 

 

$

—

 

November 1-30, 2024

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

December 1-31, 2024

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

—

 

 

 

—

 

 

 

—

 

 

$

73.4

 

 

On December 20, 2022, the Company announced that its Board of Directors authorized a new common share repurchase program. Under the terms of the new program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares and has no expiration date. As of December 31, 2024, as adjusted to reflect the one-for-four reverse split of the Company’s common shares effected in August 2024, the Company had repurchased an aggregate of 0.5 million of its common shares under this program in open market purchases at an aggregate cost of $26.6 million, or $53.76 per share. Treasury shares not reserved for compensation plans were cancelled in August 2024.

Item 6. [RESERVED]

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EXECUTIVE SUMMARY

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, acquiring, redeveloping and managing shopping centers. As of December 31, 2024, the Company’s portfolio consisted of 33 shopping centers (including 11 shopping centers owned through unconsolidated joint ventures). At December 31, 2024, the Company owned 8.8 million square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture). At December 31, 2024, the aggregate occupancy of the Company’s operating shopping center portfolio was 90.6% on a pro rata basis, and the average annualized base rent per occupied square foot was $19.64 on a pro rata basis. In addition, at December 31, 2024, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, a portion of which buildings currently serve as the Company’s headquarters.

26

 

Curbline Spin-Off

In October 2023, the Company announced a plan to spin off a portfolio of convenience retail assets into a separate, publicly traded company to be named Curbline Properties Corp. (“Curbline” or “Curbline Properties”) in recognition of the distinct characteristics and opportunities within the Company’s unanchored and grocery, lifestyle and power center portfolios. Convenience properties are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering enhanced access and visibility along with dedicated parking and often include drive-thru units. Convenience properties generally consist of a homogeneous row of primarily small-shop units leased to a diversified mixture of national and local service and restaurant tenants that cater to daily convenience trips from the growing suburban population.

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

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

Additionally, the Separation and Distribution Agreement contains provisions that obligate the Company to complete certain redevelopment projects at properties that are owned by Curbline. As of December 31, 2024, these redevelopment projects were estimated to cost $32.9 million to complete.

On October 1, 2024, the Company, Curbline and the Operating Partnership also entered into a Shared Services Agreement (the “Shared Services Agreement”), which provides that, subject to the supervision of the Company’s Board of Directors and executives, the Operating Partnership or its affiliates will provide the Company (i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operation of a REIT similarly situated to the Company, including supervising various business functions of the Company necessary for the day-to-day management operations of the Company and its affiliates and (ii) transaction services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to the Company, including the provision of personnel at both the leadership and operational levels necessary to ensure effective and efficient preparation, negotiation, execution and implementation of real estate transactions, as well as overseeing post-transaction activities and alignment with the Company’s strategic objectives. The Operating Partnership or its affiliates provides the Company with a Chief Executive Officer and Chief Investment Officer but the Company employs its own Chief Financial Officer, Chief Accounting Officer and General Counsel. The Company also provid Curbline Properties and its affiliates an option to enter into a lease agreement for office space at SITE Centers’ corporate headquarters location in Beachwood, Ohio for an initial five-year term with the right to extend the lease for up to four successive terms of five years each.

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

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

27

 

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

SITE Centers Strategy

From July 1, 2023 to December 31, 2024, the Company generated approximately $3.1 billion of gross proceeds from sales of properties for the purpose of acquiring additional convenience properties, capitalizing Curbline and, together with proceeds from the closing and funding of the Mortgage Facility (defined below), redeeming and/or repaying all of the Company’s outstanding unsecured indebtedness and preferred shares. Going forward, the Company intends to realize value through operations and to consider various factors, including market conditions and differences between the public and private valuations of its portfolio, in evaluating whether and when to pursue additional asset sales. The timing of any additional sales may also be impacted by interim leasing, tactical redevelopment activities and other asset management initiatives intended to maximize value. As of February 28, 2025, the Company was in the beginning stages of marketing a select number of assets for sale, though no assurances can be given that such efforts will result in additional asset sales, particularly in light of the dynamic interest rate environment and capital markets conditions. The Company expects to use proceeds from any additional asset sales to repay outstanding indebtedness and make distributions to shareholders.

The Company expects that rental income and net income will decrease in future periods as compared to corresponding prior year periods as a result of the spin-off of Curbline and the significant volume of dispositions completed in 2024. The Company expects that its future dividend policy will be influenced by operations and asset sales, though the Company’s distribution of any sale proceeds to shareholders will be subject to collateral release and repayment requirements set forth in the terms of the Company’s indebtedness and management of liquidity and overall leverage levels in connection with ongoing operations.

Growth opportunities within the Company’s portfolio include rental rate increases, continued lease-up of the portfolio, and rent commencement with respect to recently executed leases.

Transaction and Capital Markets Highlights

Transaction and investment highlights during 2024, in addition to the Curbline spin-off, include the following:

•
Acquired a fee interest in a land parcel in Florida as well as a joint venture partner’s 80% interest in two properties in North Carolina (Meadowmont Crossing and Meadowmont Market) for $18.7 million;
•
Sold 40 wholly-owned shopping centers (excluding certain retained convenience parcels), a parcel at a shopping center and two joint venture assets for an aggregate sales price of $2,325.9 million ($2,261.3 million at the Company’s share);
•
Effected a reverse stock split of its common shares at a ratio of one-for-four and cancelled treasury shares not reserved for compensation plans;
•
Closed and funded a $530.0 million Mortgage Facility which had an outstanding principal balance of $206.9 million as of December 31, 2024;
•
Repaid in full the $200.0 million Term Loan (defined below) and terminated the Revolving Credit Facility (defined below) and recorded associated debt extinguishment costs of $0.9 million and $3.9 million, respectively;
•
Repurchased $88.3 million aggregate principal amount of outstanding senior notes due in 2025, 2026 and 2027 (the “Senior Notes”) for total cash consideration including expenses of $87.1 million and recorded a gain on debt retirement of $1.0 million;
•
Redeemed all remaining outstanding Senior Notes for total cash consideration including expenses of $1,223.0 million and recorded debt extinguishment costs of $6.7 million;
•
Repaid a joint venture mortgage loan for DDRM Properties Joint Venture due in 2024 for $40.9 million ($8.2 million at the Company’s share) and Redeemed all outstanding 6.375% Class A Cumulative Redeemable Preferred Shares and the associated depositary shares (the “Class A Preferred Shares”) for total cash consideration including expenses of $175.0 million plus accrued dividends.

28

 

•
In connection with the redemption, the Company recorded a charge of approximately $6.2 million to net income attributable to common shareholders in the fourth quarter of 2024.

Operational Accomplishments

The Company believes the strong leased and commencement rates of its portfolio is attributable to national tenants’ strong financial positions and increasing emphasis and reliance on physical store locations and the concentration of the Company’s portfolio in primarily suburban, high household income communities which have witnessed significant population growth, changes in remote work and work-from-home trends, and limited new construction of competing retail properties.

Operating highlights for 2024 included (excluding discontinued operations and properties sold in 2024):

•
Signed new leases and renewals for approximately 0.7 million square feet of GLA on a pro rata basis;
•
Achieved blended lease spreads of 7.8% at the Company’s pro rata share;
•
Total annualized base rent per occupied square foot on a pro rata basis increased to $19.64 at December 31, 2024, as compared to $19.42 at December 31, 2023, primarily due to an increase in occupancy of small shop space and rent increases and
•
Aggregate occupancy was 90.6% at December 31, 2024 on a pro rata basis compared to 89.5% at December 31, 2023. The year over year increase primarily was related to new tenant openings in excess of closings.

Retail Environment

The Company continued to see strong renewals for its space in 2024 from a combination of both national and local retailers. Although certain retailers announced bankruptcies and/or store closures in 2024 other retailers, specifically those in the value and convenience category, continue to expand their store fleets and launch new concepts. As a result, the Company believes that its prospects to backfill spaces vacated by bankrupt or non-renewing tenants are generally good, though such re-tenanting efforts will likely require additional capital expenditures and opportunities to lease any vacant theater spaces that may arise may be more limited. Many of the Company’s largest tenants, including TJX Companies, Dick’s Sporting Goods, Ross and Burlington, remain well positioned with access to capital and have outperformed other retail categories on a relative basis.

Company Fundamentals

The following table lists the Company’s tenants that equal or exceed 1.5% of the Company’s aggregate annualized shopping center base rental revenue and the respective Company-owned shopping center GLA as of December 31, 2024, for the following (1) the wholly-owned properties and the Company’s proportionate share of unconsolidated joint venture properties combined, (2) the wholly-owned properties and (3) the unconsolidated joint ventures presented at 100%:

29

 

 

 

 

 

 

 

At 100%

 

 

At SITE Centers’ Share

 

Wholly-Owned Properties

 

Joint Venture Properties

Tenant

 

% of
Shopping Center
Base Rental Revenues

 

% of Company-
Owned Shopping
Center GLA

 

% of
Shopping Center
Base Rental Revenues

 

% of Company-
Owned Shopping
Center GLA

 

% of
Shopping Center
Base Rental Revenues

 

% of Company-
Owned Shopping
Center GLA

TJX Companies(A)

 

4.6%

 

4.9%

 

4.7%

 

4.8%

 

4.6%

 

5.9%

Dick’s Sporting Goods(B)

 

4.4%

 

4.2%

 

4.6%

 

4.2%

 

3.8%

 

4.9%

Burlington

 

4.3%

 

3.8%

 

5.0%

 

4.3%

 

0.8%

 

1.1%

Kroger(C)

 

3.6%

 

2.1%

 

4.3%

 

2.5%

 

0.0%

 

0.0%

PetSmart

 

3.3%

 

3.1%

 

3.6%

 

3.4%

 

1.6%

 

1.4%

LA Fitness Centers

 

3.2%

 

2.3%

 

3.8%

 

2.7%

 

0.0%

 

0.0%

Best Buy

 

2.9%

 

2.8%

 

2.9%

 

2.7%

 

3.4%

 

3.8%

Ross Stores(D)

 

2.4%

 

3.1%

 

2.3%

 

3.0%

 

3.9%

 

4.8%

Michaels

 

1.7%

 

1.9%

 

1.7%

 

1.8%

 

2.1%

 

2.6%

Five Below

 

1.7%

 

1.5%

 

1.7%

 

1.6%

 

1.4%

 

1.2%

Ulta Beauty

 

1.5%

 

0.9%

 

1.5%

 

0.8%

 

1.9%

 

1.5%

 

(A)
Includes T.J. Maxx, Marshalls, HomeGoods, Sierra Trading, HomeSense and Combo Store
(B)
Includes Dick’s Sporting Goods and Golf Galaxy
(C)
Includes Kroger, Harris Teeter, King Soopers, Mariano’s and Lucky’s
(D)
Includes Ross Dress for Less and dd’s Discounts

The Company leased approximately 1.3 million square feet (0.7 million square feet at the Company’s share) of GLA in 2024 in its wholly-owned and joint venture portfolios, composed of 19 new leases and 90 renewals, for a total of 109 leases executed in 2024. At December 31, 2024, the Company had 68 leases expiring in 2025 with an average base rent per square foot of $23.46 on a pro rata basis. For the comparable leases executed in 2024, at the Company’s interest, the Company generated positive cash leasing spreads of 14.2% for new leases and 7.4% for renewals, or 7.8% on a blended basis. Cash leasing spreads are a key metric in real estate, representing the percentage increase of the tenant’s annual base rent in the first year of the newly executed or renewal lease, over the annual base rent applicable to the final year of the previous lease term, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity and exclude properties in redevelopment. The Company’s cash leasing spread calculation includes only those deals that were executed within one year of the date the prior tenant vacated, in addition to other factors that limit comparability, and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates.

For new leases executed during 2024, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $6.85 per rentable square foot, on a pro rata basis, over the lease term, as compared to $4.74 per rentable square foot in 2023. The Company generally does not expend a significant amount of capital on lease renewals.

Summary—2024 Financial Results

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

 

For the Year Ended

 

 

December 31,

 

 

2024

 

 

2023

 

Net income attributable to common shareholders

$

516,031

 

 

$

254,547

 

FFO attributable to common shareholders

$

79,443

 

 

$

240,199

 

Operating FFO attributable to common shareholders

$

166,724

 

 

$

247,872

 

Earnings per share – Diluted

$

9.77

 

 

$

4.85

 

For the year ended December 31, 2024, the increase in net income attributable to common shareholders, as compared to the prior year, was primarily the result of higher gains on dispositions of real estate and an increase in interest income, partially offset by the impact of net property dispositions, the write-off of fees related to the Mortgage Commitment (defined below), debt extinguishment costs, and impairment charges.

30

 

The decrease in Funds from Operations (“FFO”) attributable to common shareholders was primarily the result of the impact of net property dispositions and debt extinguishment costs, partially offset by increased interest income. The decrease in Operating FFO attributable to common shareholders generally was due to the impact of net property dispositions, partially offset by increased interest income.

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

CRITICAL ACCOUNTING ESTIMATES

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

Purchase Price Allocations of Property Acquisitions

For the acquisition of real estate assets, the Company allocates the purchase price to assets acquired and liabilities assumed at the date of acquisition. The Company applies various valuation methods, all of which require significant estimates by management, including discount rates, exit capitalization rates, estimated land values (per square foot), capitalization rates and certain market leasing assumptions. Further, the valuation of above- and below-market lease values are significantly impacted by management's estimate of fair market lease rates for each corresponding in-place lease. If the Company determines that an event has occurred after the initial allocation of the asset or liability that would change the estimated useful life of the asset, the Company will reassess the depreciation and amortization of the asset. The Company is required to make subjective estimates in connection with these valuations and allocations.

Real Estate and Long-Lived Assets

Impairment Assessment

An asset with impairment indicators is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value. If an asset’s carrying value is not recoverable, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The Company reviews its individual real estate assets, including undeveloped land and construction in progress, and intangibles for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators are primarily related to changes in estimated hold periods and significant, prolonged decreases in projected cash flows; however, other impairment indicators could occur.

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

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

31

 

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

Measurement of Fair Value

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

The valuation of real estate assets for impairment is determined using widely accepted valuation techniques including the income capitalization approach or discounted cash flow analysis on the expected cash flows of each asset considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations, bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company utilizes a valuation technique that is based on the characteristics of the specific asset when measuring fair value of an investment. However, a single valuation technique is generally used for the Company’s property type. The significant assumptions include market rental rates, estimated down-time and capitalization rates used in the income capitalization valuation, as well as the projected property net operating income. Valuation of real estate assets is calculated based on market conditions and assumptions made by management at the measurement date, which may differ materially from actual results if market conditions or the underlying assumptions change.

RESULTS OF OPERATIONS

The spin-off of Curbline Properties in October 2024 represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected in the financial results as discontinued operations for all periods presented. For the comparison of the Company’s 2024 performance to 2023 and comparison of the Company’s 2023 performance to 2022 presented below, consolidated shopping center properties owned as of January 1, 2023 and January 1, 2022, respectively, are referred to herein as the “Comparable Portfolio Properties.”

Revenues from Operations (in thousands)

 

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

vs.

 

 

vs.

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

2022

 

 

2024

 

 

2023

 

 

2022

 

 

$ Change

 

 

$ Change

 

Rental income(A)

$

269,286

 

 

$

444,062

 

 

$

464,252

 

 

$

(174,776

)

 

$

(20,190

)

Fee and other income(B)

 

8,181

 

 

 

8,553

 

 

 

14,966

 

 

 

(372

)

 

 

(6,413

)

Total revenues

$

277,467

 

 

$

452,615

 

 

$

479,218

 

 

$

(175,148

)

 

$

(26,603

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

 

 

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

vs.

 

 

vs.

 

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

2022

 

Contractual Lease Payments

 

2024

 

 

2023

 

 

2022

 

 

$ Change

 

 

$ Change

 

Base and percentage rental income(1)

 

$

193,561

 

 

$

325,000

 

 

$

334,842

 

 

$

(131,439

)

 

$

(9,842

)

Recoveries from tenants(2)

 

 

70,360

 

 

 

113,214

 

 

 

118,281

 

 

 

(42,854

)

 

 

(5,067

)

Uncollectible revenue(3)

 

 

702

 

 

 

(1,010

)

 

 

1,593

 

 

 

1,712

 

 

 

(2,603

)

Lease termination fees, ancillary and other rental income

 

 

4,663

 

 

 

6,858

 

 

 

9,536

 

 

 

(2,195

)

 

 

(2,678

)

Total contractual lease payments

 

$

269,286

 

 

$

444,062

 

 

$

464,252

 

 

$

(174,776

)

 

$

(20,190

)

 

32

 

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

 

 

Increase (Decrease)

 

 

Increase (Decrease)

 

 

 

 

2024 vs. 2023

 

 

2023 vs. 2022

 

 

Acquisition of shopping centers

 

$

1.0

 

 

$

—

 

 

Comparable Portfolio Properties

 

 

1.5

 

 

 

3.1

 

 

Disposition of shopping centers

 

 

(135.5

)

 

 

(13.0

)

 

Straight-line rents

 

 

1.6

 

 

 

0.1

 

 

Total

 

$

(131.4

)

 

$

(9.8

)

 

The increase within the Comparable Portfolio Properties for 2023 as compared to 2022 includes the write-off of approximately $8.4 million of below-market lease intangibles due to the early termination of tenant leases.

The increase in Comparable Property Portfolio is due to higher occupancy and annualized base rent per occupied square foot. At December 31, 2024 and 2023, the Comparable Properties consisted of 22 wholly-owned properties as of each balance sheet date that had an aggregate occupancy rate of 90.6% and 89.5% and an average annualized base rent per occupied square foot of $19.81 and $19.63, respectively.

(2)
Recoveries from tenants were approximately 73.5% and 78.7% of operating expenses and real estate taxes for the years ended December 31, 2024 and 2023, respectively. The decrease in the recovery percentage primarily was due to a combination of transactional activity and the mix of properties sold.
(3)
The net amount reported was primarily attributable to the impact of tenants on the cash basis of accounting and related reserve adjustments.

(B) Fee and Other Income was primarily earned from the Company’s unconsolidated joint ventures and Curbline Properties. The decrease primarily relates to lower fee revenue from joint ventures as a result of asset sales. The components of Fee and Other Income are presented in Note 1, “Summary of Significant Accounting Policies—Fee and Other Income,” to the Company’s consolidated financial statements included herein. Decreases in the number of assets under management will impact the amount of revenue recorded in future periods. The Company’s joint venture partners may also elect to terminate their joint venture arrangements with the Company in connection with a change in investment strategy or otherwise. See “— Sources and Uses of Capital” included elsewhere herein.

Expenses from Operations (in thousands)

 

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

vs.

 

 

vs.

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

2022

 

 

2024

 

 

2023

 

 

2022

 

 

$ Change

 

 

$ Change

 

Operating and maintenance(A)

$

55,372

 

 

$

78,306

 

 

$

81,893

 

 

$

(22,934

)

 

$

(3,587

)

Real estate taxes(A)

 

40,292

 

 

 

65,501

 

 

 

72,716

 

 

 

(25,209

)

 

 

(7,215

)

Impairment charges(B)

 

66,600

 

 

 

—

 

 

 

2,536

 

 

 

66,600

 

 

 

(2,536

)

General and administrative(C)

 

47,080

 

 

 

50,867

 

 

 

46,564

 

 

 

(3,787

)

 

 

4,303

 

Depreciation and amortization(A)

 

101,344

 

 

 

180,611

 

 

 

177,012

 

 

 

(79,267

)

 

 

3,599

 

 

$

310,688

 

 

$

375,285

 

 

$

380,721

 

 

$

(64,597

)

 

$

(5,436

)

 

33

 

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

 

Comparison of 2024 to 2023

 

 

 

 

 

 

 

 

 

 

 

2024 vs. 2023 $ Change

 

 

 

Operating
and
Maintenance

 

 

Real Estate
Taxes

 

 

Depreciation
and
Amortization

 

Acquisition of shopping centers

 

$

0.2

 

 

$

0.2

 

 

$

0.5

 

Comparable Portfolio Properties

 

 

(0.1

)

 

 

0.5

 

 

 

(2.0

)

Disposition of shopping centers

 

 

(23.0

)

 

 

(25.9

)

 

 

(77.8

)

 

 

$

(22.9

)

 

$

(25.2

)

 

$

(79.3

)

 

 

 

 

 

 

 

 

 

 

Comparison of 2023 to 2022

 

 

 

 

 

 

 

 

 

 

 

2023 vs. 2022 $ Change

 

 

 

Operating
and
Maintenance

 

 

Real Estate
Taxes

 

 

Depreciation
and
Amortization

 

Acquisition of shopping centers

 

$

—

 

 

$

—

 

 

$

—

 

Comparable Portfolio Properties

 

 

(2.2

)

 

 

(0.1

)

 

 

2.9

 

Disposition of shopping centers

 

 

(1.4

)

 

 

(7.1

)

 

 

0.7

 

 

 

$

(3.6

)

 

$

(7.2

)

 

$

3.6

 

 

The decrease in depreciation for the Comparable Portfolio Properties in 2024 vs. 2023 was primarily due to the impact of acceleration of depreciation related to terminations and write-off of intangibles in 2023.

 

(B)
There were $66.6 million of impairment charges recorded for the year ended December 31, 2024, triggered by changes in hold period assumptions. For the year ended December 31, 2022, the $2.5 million impairment charge resulted from a tenant exercising a fixed-price purchase option on their building pursuant to the lease agreement. Impairment charges are presented in Note 11, “Impairment Charges,” to the Company’s consolidated financial statements included herein.
(C)
General and administrative expenses for 2023 included costs related to a May 2023 restructuring plan, which included a voluntary retirement offer and other costs to align the Company’s cost structure and technology platform with current and future expected operations and resulted in charges to general and administrative costs of $5.0 million for the year ended December 31, 2023. The Company continues to expense certain internal leasing salaries, legal salaries and related expenses associated with leasing and re-leasing of existing space.

Other Income and Expenses (in thousands)

 

 

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

vs.

 

 

vs.

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

2022

 

 

2024

 

 

2023

 

 

2022

 

 

$ Change

 

 

$ Change

 

Interest expense(A)

$

(59,463

)

 

$

(80,482

)

 

$

(76,074

)

 

$

21,019

 

 

$

(4,408

)

Interest income(B)

 

31,620

 

 

 

4,348

 

 

 

—

 

 

 

27,272

 

 

 

4,348

 

Debt extinguishment costs(C)

 

(42,822

)

 

 

(50

)

 

 

(581

)

 

 

(42,772

)

 

 

531

 

Gain on debt retirement(D)

 

1,037

 

 

 

—

 

 

 

—

 

 

 

1,037

 

 

 

—

 

Loss on equity derivative instruments(E)

 

(4,412

)

 

 

2,103

 

 

 

—

 

 

 

(6,515

)

 

 

2,103

 

Transaction and other expenses(F)

 

(2,184

)

 

 

(836

)

 

 

(1,949

)

 

 

(1,348

)

 

 

1,113

 

 

$

(76,224

)

 

$

(74,917

)

 

$

(78,604

)

 

$

(1,307

)

 

$

3,687

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

 

 

 

For the Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Weighted-average debt outstanding (in billions)

 

$

1.0

 

 

$

1.7

 

 

$

1.8

 

Weighted-average interest rate

 

 

5.3

%

 

 

4.5

%

 

 

4.1

%

 

34

 

In 2024, the Company simplified its debt structure. As of December 31, 2024, the Company’s consolidated indebtedness consisted of two outstanding mortgages (the Mortgage Facility and a mortgage loan encumbering Nassau Park Pavilion) with an aggregate outstanding balance of $306.8 million, a weighted-average interest rate (based on contractual rates excluding amortization of debt issuance costs) of 6.9% and a weighted-average maturity (prior to exercise of applicable extension options) of 2.4 years. The weighted-average interest rate (based on contractual rates and excluding amortization of debt issuance costs) was 4.3% and 4.1% at December 31, 2023 and 2022, respectively. At December 31, 2023, the weighted-average maturity (without extensions) was 2.5 years. Interest costs capitalized in conjunction with redevelopment projects were $0.6 million, $1.2 million and $1.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

(B)
Related to excess cash as a result of sale proceeds maintained in money market accounts.
(C)
In 2024, related primarily to the write off of loan costs and commitment fees and payment of debt extinguishment costs due to the termination of the Mortgage Commitment ($21.2 million), the Revolving Credit Facility ($3.9 million), redemption of the Senior Notes ($6.7 million), pay-off of the Term Loan ($0.9 million) and the release of properties from the Mortgage Facility ($10.1 million).
(D)
Related to the repurchase of a portion of the Senior Notes for total cash consideration, including expenses, of $87.1 million and the write-off of a fair value discount.
(E)
Derivative mark-to-market impact related to the partial hedge on the potential interest rate impact to yield maintenance premiums on the Senior Notes. The hedge was terminated in conjunction with the redemption of the Senior Notes and the Company received a cash payment of $1.3 million in 2024.
(F)
In 2024, primarily consists of transactions costs for abandoned deals and an adjustment to reflect the fair value of services received and provided to Curbline Properties under the Shared Services Agreement.

Other Items (in thousands)

 

 

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

vs.

 

 

vs.

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

2022

 

 

2024

 

 

2023

 

 

2022

 

 

$ Change

 

 

$ Change

 

Equity in net income of joint ventures(A)

$

82

 

 

$

6,577

 

 

$

27,892

 

 

$

(6,495

)

 

$

(21,315

)

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

 

2,669

 

 

 

3,749

 

 

 

45,581

 

 

 

(1,080

)

 

 

(41,832

)

Gain on disposition of real estate, net(C)

 

633,219

 

 

 

218,655

 

 

 

46,644

 

 

 

414,564

 

 

 

172,011

 

Tax expense of taxable REIT subsidiaries and state
   franchise and income taxes

 

(761

)

 

 

(2,045

)

 

 

(816

)

 

 

1,284

 

 

 

(1,229

)

Income from discontinued operations(D)

 

6,060

 

 

 

36,372

 

 

 

29,598

 

 

 

(30,312

)

 

 

6,774

 

Income attributable to non-controlling interests, net

 

—

 

 

 

(18

)

 

 

(73

)

 

 

18

 

 

 

55

 
(A)
The reduction in income is the result of gains recognized in 2023 from joint venture asset sales. At December 31, 2024, 2023 and 2022 the Company had an economic investment in unconsolidated joint ventures which owned 11, 13 and 18 shopping center properties, respectively. Joint venture property sales could significantly impact the amount of income or loss recognized in future periods. See Note 3, “Investments in and Advances to Joint Ventures,” in the Company’s consolidated financial statements included herein.
(B)
In 2024, the Company acquired its partner’s 80% interest in one asset previously owned by DDRM Properties Joint Venture (Meadowmont Village, Chapel Hill, North Carolina) for $35.4 million and stepped up its 20% interest due to change in control. In 2023, the Company recorded a gain related to additional proceeds received related to an unconsolidated joint venture that sold its sole asset, a parcel of undeveloped land in Richmond Hill, Ontario, which was considered contingent at the time of the sale. In 2022, the Company recorded a $3.3 million gain from the acquisition of its joint venture partner’s 80% equity in an asset (Casselberry Commons) owned by the DDRM Joint Venture, a $16.8 million gain from the sale of its 20% interest in the SAU Joint Venture to its partner and a $25.4 million gain from the sale of its 50% interest in Lennox Town Center to its partner.
(C)
The Company sold 40 and 17 wholly-owned shopping centers (excluding certain convenience parcels that were retained and later included in the spin-off of Curbline Properties) in 2024 and 2023, respectively. In addition, one land parcel was also sold in 2024. Five wholly-owned shopping centers and land parcels were sold in 2022. See “— Sources and Uses of Capital” included elsewhere herein.

35

 

(D)
The decrease in 2024 as compared to 2023 is due to the fact that 2024 results are through the spin-off date as compared to a full year in 2023 as well as $30.7 million in transactions costs related to the spin-off of Curbline Properties. The increase in 2023 as compared to 2022 was due to properties acquired during 2023 and 2022 which were included in the spin-off.

Net Income (in thousands)

 

 

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

vs.

 

 

vs.

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

2022

 

 

2024

 

 

2023

 

 

2022

 

 

$ Change

 

 

$ Change

 

Net income attributable to SITE Centers

$

531,824

 

 

$

265,703

 

 

$

168,719

 

 

$

266,121

 

 

$

96,984

 

The increase in net income in 2024 attributable to SITE Centers, as compared to the prior-year period, was primarily attributable to the higher gain on disposition of real estate recognized in 2024 and interest income partially offset by impairment charges, debt extinguishment costs and the net impact of property sales. The increase in net income attributable to SITE Centers in 2023, as compared to the prior-year period was primarily attributable to the higher gain on disposition of real estate recognized in 2023, base rent growth, the write-off of below market lease intangibles and the net impact of property acquisitions, partially offset by lower joint venture management fees, higher interest expense, higher depreciation expense and separation and charges included within general and administrative expenses related to the restructuring plan initiated in May 2023.

NON-GAAP FINANCIAL MEASURES

Funds from Operations and Operating Funds from Operations

Definition and Basis of Presentation

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

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

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

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

The adjustment for these charges, income and gains may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO.

36

 

Additionally, the Company provides no assurances that these charges, income and gains are non-recurring. These charges, income and gains could be reasonably expected to recur in future results of operations.

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

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

Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income (loss) and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.

Reconciliation Presentation

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

 

For the Year Ended
December 31,

 

 

 

 

 

2024

 

 

2023

 

 

$ Change

 

FFO attributable to common shareholders

$

79,443

 

 

$

240,199

 

 

$

(160,756

)

Operating FFO attributable to common shareholders

 

166,724

 

 

 

247,872

 

 

 

(81,148

)

The decrease in FFO for the year ended December 31, 2024, as compared to the prior-year period, was primarily attributable to the impact from net property dispositions, debt extinguishment costs and transaction costs associated with the spin-off of Curbline, which are included in income from discontinued operations, partially offset by increased interest income. The decrease in Operating FFO attributable to common shareholders generally was due to the impact of net property dispositions, partially offset by increased interest income.

37

 

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

 

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

Net income attributable to common shareholders

$

516,031

 

 

$

254,547

 

Depreciation and amortization of real estate investments

 

97,186

 

 

 

175,156

 

Equity in net income of joint ventures

 

(82

)

 

 

(6,577

)

Joint ventures’ FFO(A)

 

6,040

 

 

 

7,981

 

Discontinued operations’ FFO adjustments(B)

 

29,556

 

 

 

31,478

 

Non-controlling interests (OP Units)

 

—

 

 

 

18

 

Impairment of real estate

 

66,600

 

 

 

—

 

Gain on sale and change in control of interests

 

(2,669

)

 

 

(3,749

)

Gain on disposition of real estate, net

 

(633,219

)

 

 

(218,655

)

FFO attributable to common shareholders

 

79,443

 

 

 

240,199

 

Separation and other charges

 

1,709

 

 

 

5,752

 

Discontinued operations’ transaction and debt extinguishment costs

 

30,851

 

 

 

2,376

 

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

 

44,154

 

 

 

1,648

 

Write-off of preferred share original issuance costs

 

6,155

 

 

 

—

 

Derivative mark-to-market

 

4,412

 

 

 

(2,103

)

Non-operating items, net

 

87,281

 

 

 

7,673

 

Operating FFO attributable to common shareholders

$

166,724

 

 

$

247,872

 

 

(A)
At December 31, 2024 and 2023, the Company had an economic investment in unconsolidated joint ventures which owned 11 and 13 shopping center properties, respectively. These joint ventures represent the investments in which the Company recorded its share of equity in net income or loss and, accordingly, FFO and Operating FFO.

 

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

 

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

Net income attributable to unconsolidated joint ventures

$

5,611

 

 

$

21,246

 

Depreciation and amortization of real estate investments

 

26,948

 

 

 

32,578

 

Gain on disposition of real estate, net

 

(10,354

)

 

 

(21,316

)

FFO

$

22,205

 

 

$

32,508

 

FFO at SITE Centers’ ownership interests

$

6,040

 

 

$

7,981

 

Operating FFO at SITE Centers’ ownership interests

$

6,229

 

 

$

8,742

 

 

(B)
Discontinued operations’ FFO adjustments are summarized as follows (in thousands):

 

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

Depreciation and amortization of real estate investments

$

29,556

 

 

$

31,849

 

Gain on disposition of real estate, net

 

—

 

 

 

(371

)

Discontinued operations’ FFO adjustments

$

29,556

 

 

$

31,478

 

 

LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES

The Company requires capital to fund its operating expenses and capital expenditures. The Company’s primary capital sources include cash flow from operations, debt financings and proceeds from asset sales. The Company remains committed to monitoring the duration of its indebtedness, to maintaining prudent leverage levels in an effort to manage its overall risk profile while maintaining strategic flexibility and to closely monitoring liquidity and its cash position following the termination of its Revolving Credit Facility in August 2024.

38

 

As of December 31, 2024, the Company had $306.8 million aggregate principal amount of consolidated indebtedness outstanding (as compared to $1.6 billion at December 31, 2023) consisting of the Mortgage Facility having an outstanding principal balance of $206.9 million and a mortgage loan secured by Nassau Park Pavilion having an outstanding principal balance of $99.9 million. In addition, as of December 31, 2024, the Company’s unconsolidated joint ventures had $441.8 million of indebtedness ($106.6 million at SITE’s share).

The Company’s consolidated and unconsolidated debt obligations generally require monthly payments of principal and/or interest over the term of the obligation. While the Company currently believes it has several options to obtain capital and fund its business, no assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. Any new debt financings may also entail higher rates of interest than the indebtedness being refinanced, which could have an adverse effect on the Company’s operations.

The Company expects that operating expenses, redevelopment activities and capital expenditures will generally be financed through cash provided from operating activities and asset sales. At December 31, 2024, the Company had an unrestricted cash balance of $54.6 million. As of December 31, 2024, the Company anticipates that it has approximately $32.9 million to be incurred to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement. The Company believes it has sufficient liquidity to operate its business at this time.

2024 Financing Activities

The Company repositioned its capital structure during the course of 2024 in order to provide leverage levels and liquidity following the separation of Curbline Properties.

Mortgage Facility

On August 7, 2024, the Company closed and funded a $530.0 million mortgage loan (the “Mortgage Facility”) provided by affiliates of Atlas SP Partners, L.P. and Athene Annuity and Life Company (collectively, the “Lenders”). The Company used proceeds from the closing together with cash on hand from asset sales to repay its outstanding senior unsecured indebtedness as described below and to capitalize Curbline.

In connection with the Mortgage Facility’s closing, certain wholly-owned subsidiaries of the Company (collectively, the “Borrowers”) delivered certain promissory notes (collectively, the “Notes”) evidencing their obligation to pay principal, interest and other amounts under the Mortgage Facility. The Notes are secured by, among other things, mortgages encumbering the Borrowers’ respective properties (a total of 23 properties at closing) (collectively, the “Properties”) and related personal property, leases and rents.

The Mortgage Facility will mature on September 6, 2026, subject to two one-year extensions at the Borrowers’ option (subject to satisfaction of certain conditions). The interest rate applicable to the Notes is equal to 30-day term Secured Overnight Financing Rate (“SOFR”) (subject to a rate index floor of 3.50%) plus a spread of 2.75% per annum. The Borrowers are required to maintain an interest rate cap with respect to the principal amount of the Notes having a 30-day term SOFR strike rate equal to 6.25%. During the continuance of an event of default, the contract rate of interest on the Notes will increase to the lesser of (i) the maximum rate allowed by law or (ii) 4% above the interest rate then otherwise applicable.

The Mortgage Facility is structured as an interest only loan throughout the initial two-year term and any exercised extension periods. The principal amount outstanding under the Mortgage Facility may be prepaid (in whole or in part) by the Borrowers at any time without penalty, provided that prepayments made prior to the first anniversary of the closing date in excess of 35% of the initial principal amount of the Mortgage Facility will be subject to the Borrowers’ payment of a spread maintenance premium equal to 2.75% per annum based on the number of days remaining prior to the first anniversary of the closing date. So long as no event of default then exists and subject to other customary release conditions, the Borrowers may cause the Lenders to release Properties from the Mortgage Facility in connection with their sale by paying 115% of the initial loan amount allocated to such Property (plus the spread maintenance premium, if applicable) provided that after giving effect to such release the debt yield of the remaining Properties is equal to or greater than (i) the debt yield on the Mortgage Facility’s closing date and (ii) the debt yield in effect immediately prior to such release.

All Property rents are deposited into lockbox accounts in the name of the Borrowers for the benefit of and controlled by the Lenders. So long as no Trigger Period (as defined below) is continuing, Borrowers will have control over all funds in such lockbox accounts. During a Trigger Period, substantially all amounts in the lockbox accounts will be remitted to a cash management account controlled by the Lenders on a daily basis and will be used by the Lenders to fund monthly debt service, real estate taxes, insurance, required reserves, other amounts owing to the Lenders and other property-level operating costs, with all remaining amounts to be held by the Lenders as additional collateral for the Mortgage Facility. A “Trigger Period” commences (i) upon the occurrence of any event of default under the Mortgage Facility (and ends upon the cure or waiver of the event of default); (ii) when the debt yield falls below 10.5% (and ends when the debt yield exceeds 10.5% for one calendar quarter); or (iii) upon any bankruptcy action with respect to any Borrower or manager of a Property that has not been discharged within 60 days of filing.

39

 

Throughout the term of the Mortgage Facility, the Company is required to maintain (i) a net worth of not less than 15% of the then outstanding principal amount of the loan (but in no event less than $100.0 million) and (ii) minimum liquid assets of not less than 5% of the then outstanding principal amount of the loan (but in no event less than $15.0 million).

The Company is required to comply with certain other covenants under the Mortgage Facility. The Company was in compliance with these covenants at December 31, 2024.

As of December 31, 2024, the Mortgage Facility had an outstanding principal balance of $206.9 million and was secured by 13 Properties.

Termination of Mortgage Commitment

In connection with the Mortgage Facility’s closing, the Company terminated the commitment (the “Mortgage Commitment”) that it had obtained from the a different group of lenders in October 2023 to provide a $1.1 billion financing secured by 40 of the Company’s properties.

Termination of Revolving Credit Facility and Term Loan

On August 15, 2024, the Company terminated all of the lenders’ commitments under its unsecured revolving credit facility with a syndicate of financial institutions and JPMorgan Chase Bank, N.A., as administrative agent (the “Revolving Credit Facility”) and paid all related fees and expenses then outstanding. At the time of termination of the lenders’ commitments, there were no loans outstanding under the Revolving Credit Facility.

On August 15, 2024, the Company also repaid in full all outstanding amounts under its unsecured term loan with a syndicate of financial institutions and Wells Fargo Bank, National Association, as administrative agent (the “Term Loan”). At the time of the repayment, the principal amount of the Term Loan was approximately $200.0 million.

Repayment of Other Senior Unsecured Indebtedness

On August 21, 2024, the Company redeemed the entire outstanding principal amount of its 4.700% Notes due 2027 ($448.3 million). On August 23, 2024, the Company redeemed the entire outstanding principal amount of its 3.625% Notes due 2025 ($400.4 million) and 4.250% Notes due 2026 ($370.1 million).

Redemption of Series A Preferred Shares

On November 26, 2024, the Company redeemed all of its outstanding Class A Preferred Shares for a total cash consideration of $175.0 million plus accrued dividends.

Consolidated Indebtedness – As of December 31, 2024

In addition to amounts outstanding under the Mortgage Facility, the Company had outstanding consolidated indebtedness at December 31, 2024 of $99.9 million, which consisted of a mortgage loan encumbering one property (Nassau Park Pavilion, Princeton, New Jersey), maturing in November 2028. No assurance can be provided that the Company’s debt obligations will be refinanced or repaid as currently anticipated. See Item 1A. Risk Factors.

Unconsolidated Joint Ventures’ Mortgage Indebtedness – As of December 31, 2024

The outstanding indebtedness of the Company’s unconsolidated joint ventures at December 31, 2024, which matures in the subsequent 14-month period (i.e., through February 28, 2026), is $61.2 million or $30.4 million at the Company’s share which is expected to be extended in accordance with the loan documents.

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

40

 

Cash Flow Activity

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

 

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

Cash flow provided by operating activities

$

112,044

 

 

$

238,533

 

Cash flow provided by investing activities

 

1,843,903

 

 

 

559,899

 

Cash flow used for financing activities

 

(2,457,312

)

 

 

(250,615

)

Changes in cash flow for the year ended December 31, 2024, compared to the prior year are as follows:

Operating Activities: Cash provided by operating activities decreased by $126.5 million primarily due to lower rental income as a result of disposition activity and transaction costs related to the spin-off of Curbline Properties partially offset by an increase in interest income.

 

Investing Activities: Cash from investing activities increased by $1.3 billion primarily due to the following:

•
Increase in real estate assets acquired, developed and improved of $12.1 million;
•
Increase in proceeds from disposition of real estate and joint ventures of $1.3 billion and
•
Decrease in distributions from unconsolidated joint venture of $8.0 million.

Financing Activities: Cash used for financing activities increased by $2.2 billion primarily due to the following:

•
Increase in the repayment of the Senior Notes of $1.2 billion;
•
Increase in repayment of Term Loan and Mortgage Facility debt of $520.4 million partially offset by increase in proceeds from mortgage debt of $430.0 million;
•
Redemption of Class A Preferred Shares of $175.0 million;
•
Contribution of unrestricted cash to Curbline of $800.0 million;
•
Increase in dividends paid in 2024 of $7.5 million due to a special dividend paid in January 2024 and
•
Repurchases of common shares in 2023 of $26.6 million.

Dividend Distribution

The Company satisfied its REIT requirement of distributing at least 90% of ordinary taxable income with declared common and preferred share cash dividends of $64.4 million in 2024 (in addition to the value of the distribution of Curbline Properties common stock), as compared to $154.1 million of cash dividends declared in 2023. In order to maximize the capitalization of Curbline and preserve funds for operations, the Company did not declare a dividend on its common shares with respect to the third and fourth quarter of 2024. Because actual distributions were greater than 100% of taxable income, the Company does not expect to incur federal income taxes in 2024.

The Company declared aggregate cash dividends of $1.04 per common share in 2024 (adjusted to reflect the one-for-four reverse stock split of the Company’s common shares in August 2024). The decision to declare and pay future dividends on the Company’s common shares, as well as the timing, amount and composition of any such future dividends, will be at the discretion of the Company’s Board of Directors. The Company does not currently expect to make regular quarterly dividend payments in the future. Instead, the Company intends to pursue a dividend policy of retaining sufficient free cash flow to support the Company’s capital needs while still adhering to REIT payout requirements and minimizing federal income taxes. The Company expects that the frequency and timing of future dividends will be influenced by operations and asset sales, though the Company’s distribution of any sale proceeds to shareholders will be subject to collateral release and repayment requirements set forth in the terms of the Company’s indebtedness and prudent management of liquidity and overall leverage levels in connection with ongoing operations. The Company is required by the Code to distribute at least 90% of its REIT taxable income; however, there can be no assurances as to the timing and amounts of future dividends.

SITE Centers’ Equity

In 2022, the Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares. As of December 31, 2024, the Company had repurchased an aggregate of 0.5 million of its common shares under this program at an aggregate cost of $26.6 million, or $53.76 per share (as adjusted to give effect to the one-for-four reverse split of the Company’s common shares in August 2024).

In May 2024, the Company terminated its $250.0 million “at the market” continuous equity program.

41

 

Prior to the commencement of trading on August 19, 2024, in anticipation of the spin-off of Curbline Properties, the Company effected a reverse stock split of its common shares, at a ratio of one-for-four and cancelled all outstanding treasury shares not specifically reserved to satisfy the Company’s compensation plans.

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

SOURCES AND USES OF CAPITAL

The Company remains committed to maintaining sufficient liquidity, managing debt duration and maintaining prudent leverage levels in an effort to manage its overall risk profile while maintaining strategic flexibility. Debt financings, asset sales and cash flow from operations continue to represent potential sources of proceeds to be used to achieve these objectives.

Curbline Separation

On October 1, 2024, the Company completed the spin-off of Curbline. For additional information on the Curbline spin-off, see the “Executive Summary—Curbline Spin-Off” section of this MD&A.

Prior to the spin-off of Curbline, the Company used proceeds from the closing and funding of the Mortgage Facility and asset sales to redeem and/or repay all of the Company’s outstanding unsecured indebtedness. Going forward, the Company intends to realize value through operations and to consider various factors, including market conditions and differences between the public and private valuations of its portfolio, in evaluating whether and when to pursue additional asset sales. The timing of any additional sales may also be impacted by interim leasing, tactical redevelopment activities and other asset management initiatives intended to maximize value. As of February 28, 2025, the Company was in the beginning stages of marketing a select number of assets for sale, though no assurances can be given that such efforts will result in additional asset sales, particularly in light of the dynamic interest rate environment and capital markets conditions. The Company expects to use proceeds from any additional asset sales to repay outstanding indebtedness (including the Mortgage Facility) and make distributions to shareholders. Following the termination of the Company’s Revolving Credit Facility in August 2024, the Company also plans to conservatively manage its cash position in order to provide adequate resources to fund ongoing operations.

2024 Transactions Activity

Acquisitions

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

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

Date Acquired

 

Property Name

 

City, State

 

Total Owned GLA

 

 

Gross
Purchase Price

 

April 2024

 

Collection at Brandon Boulevard—Ground Lease(A)

 

Tampa, Florida

 

—

 

 

$

1,000

 

May 2024

 

Meadowmont Crossing(B)

 

Chapel Hill, North Carolina

 

 

92

 

 

 

8,932

 

May 2024

 

Meadowmont Market(B)

 

Chapel Hill, North Carolina

 

 

45

 

 

 

8,784

 

 

 

 

 

 

 

 

137

 

 

$

18,716

 
(A)
Acquired the fee interest in a land parcel at this center.
(B)
Acquired from the DDRM Properties Joint Venture.

42

 

Dispositions

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

Date Sold

 

Property Name

 

City, State

 

Total Owned GLA

 

 

Gross
Sales Price

 

January 2024

 

Marketplace at Highland Village

 

Highland Village, Texas

 

 

207

 

 

$

42,100

 

January 2024

 

Casselberry Commons (A)

 

Casselberry, Florida

 

 

237

 

 

 

40,300

 

March 2024

 

Chapel Hills East

 

Colorado Springs, Colorado

 

 

225

 

 

 

37,000

 

April 2024

 

Cool Springs Pointe

 

Brentwood, Tennessee

 

 

198

 

 

 

34,550

 

April 2024

 

Market Square(A)

 

Douglasville, Georgia

 

 

117

 

 

 

15,600

 

June 2024

 

Johns Creek Towne Center

 

Suwanee, Georgia

 

 

303

 

 

 

58,850

 

June 2024

 

Six property portfolio(A)

 

Various

 

 

2,368

 

 

 

495,000

 

June 2024

 

Carillon Place(A)

 

Naples, Florida

 

 

250

 

 

 

54,700

 

June 2024

 

The Hub

 

Hempstead, New York

 

 

249

 

 

 

41,000

 

June 2024

 

Cumming Marketplace (Lowe's parcel)

 

Cumming, Georgia

 

 

135

 

 

 

17,200

 

June 2024

 

Belgate Shopping Center

 

Charlotte, North Carolina

 

 

269

 

 

 

47,250

 

July 2024

 

Two property portfolio(A)

 

Cumming, Georgia

 

 

406

 

 

 

67,530

 

July 2024

 

Midway Plaza (A)

 

Tamarac, Florida

 

 

218

 

 

 

36,425

 

July 2024

 

Bandera Pointe(A)

 

San Antonio, Texas

 

 

438

 

 

 

58,325

 

July 2024

 

Lee Vista Promenade

 

Orlando, Florida

 

 

314

 

 

 

68,500

 

August 2024

 

Three property portfolio(A)

 

Various

 

 

894

 

 

 

137,500

 

August 2024

 

Guilford Commons

 

Guilford, Connecticut

 

 

129

 

 

 

26,500

 

August 2024

 

Woodfield Village Green

 

Schaumburg, Illinois

 

 

390

 

 

 

93,200

 

August 2024

 

Falcon Ridge Town Center (A)

 

Fontana, California

 

 

250

 

 

 

64,700

 

August 2024

 

Centennial Promenade

 

Centennial, Colorado

 

 

443

 

 

 

98,100

 

September 2024

 

White Oak Village(A)

 

Richmond, Virginia

 

 

398

 

 

 

63,503

 

September 2024

 

Springfield Center

 

Springfield, Virginia

 

 

177

 

 

 

49,100

 

September 2024

 

Hamilton Marketplace(A)

 

Hamilton, New Jersey

 

 

485

 

 

 

116,500

 

September 2024

 

Whole Foods at Bay Place

 

Oakland, California

 

 

57

 

 

 

44,400

 

September 2024

 

The Shops at Midtown Miami(A)

 

Miami, Florida

 

 

348

 

 

 

83,750

 

September 2024

 

Ridge at Creekside(A)

 

Roseville, California

 

 

186

 

 

 

39,750

 

September 2024

 

Echelon Village Plaza(A)

 

Voorhees, New Jersey

 

 

85

 

 

 

8,500

 

September 2024

 

Three property portfolio(A)

 

Various

 

 

960

 

 

 

180,500

 

September 2024

 

University Hills(A)

 

Denver, Colorado

 

 

210

 

 

 

56,500

 

September 2024

 

Village Square at Golf

 

Boynton Beach, Florida

 

 

135

 

 

 

31,101

 

September 2024

 

Collection at Brandon Boulevard

 

Brandon, Florida

 

 

222

 

 

 

37,200

 

 

 

 

 

 

 

 

11,303

 

 

$

2,245,134

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

Joint Venture Dispositions

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

Equity Transactions

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

43

 

Redevelopment Projects

The Company evaluates additional tactical redevelopment potential within the portfolio, particularly as it relates to the efficient use of the underlying real estate, which includes expanding, improving and re-tenanting various properties. The Company generally expects to commence construction on redevelopment projects only after substantial tenant leasing has occurred. At December 31, 2024, the Company had approximately $2.7 million in construction in progress in various active re-tenanting projects. At December 31, 2024, the estimated cost to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement was approximately $32.9 million.

2023 Transactions Activity

Acquisitions

During 2023, the Company acquired 12 convenience centers for an aggregate gross purchase price of $165.1 million, all of which were included in the spin-off of Curbline.

Dispositions

During 2023, the Company sold the following wholly-owned shopping centers (in thousands):

Date Sold

 

Property Name

 

City, State

 

Total Owned GLA

 

 

Gross
Sales Price

 

August 2023

 

Sharon Green

 

Cumming, Georgia

 

 

98

 

 

$

17,450

 

August 2023

 

Terrell Plaza

 

San Antonio, Texas

 

 

108

 

 

 

25,106

 

August 2023

 

Windsor Court

 

Windsor, Connecticut

 

 

79

 

 

 

19,000

 

September 2023

 

Larkin's Corner

 

Boothwyn, Pennsylvania

 

 

225

 

 

 

26,000

 

September 2023

 

Waterstone Center

 

Mason, Ohio

 

 

162

 

 

 

30,718

 

October 2023

 

Boston Portfolio(A)

 

Boston, Massachusetts

 

 

1,354

 

 

 

319,000

 

October 2023

 

Cotswold Village

 

Charlotte, North Carolina

 

 

263

 

 

 

110,400

 

October 2023

 

Tampa Portfolio(B)

 

Tampa, Florida

 

 

441

 

 

 

97,900

 

November 2023

 

Midtowne Park

 

Anderson, South Carolina

 

 

167

 

 

 

17,675

 

November 2023

 

West Bay Plaza

 

Westlake, Ohio

 

 

147

 

 

 

41,750

 

November 2023

 

Wando Crossing

 

Mt. Pleasant, South Carolina

 

 

214

 

 

 

46,750

 

November 2023

 

1000 Van Ness

 

San Francisco, California

 

 

122

 

 

 

28,000

 

December 2023

 

Melbourne Shopping

 

Melbourne, Florida

 

 

211

 

 

 

21,750

 

December 2023

 

Buena Park Place

 

Buena Park, California

 

 

213

 

 

 

53,000

 

 

 

 

 

 

 

 

3,804

 

 

$

854,499

 
(A)
GLA excludes some square footage relating to convenience parcels retained by the Company at the time of the sale and subsequently included in the spin-off of Curbline Properties.
(B)
Includes Lake Brandon Plaza, North Pointe Plaza and The Shoppes at New Tampa.

During 2023, unconsolidated shopping centers sold by the DDRM Joint Venture generated proceeds totaling $112.2 million of which the Company’s share was $22.4 million.

Equity Transactions

In the first quarter of 2023, the Company repurchased 0.4 million of its common shares in open market transactions at an aggregate cost of $20.0 million, or $53.73 per share (adjusted to give effect to the one-for-four reverse split of the Company’s common shares in August 2024) with the remaining proceeds from the sale of wholly-owned properties in the fourth quarter of 2022 and proceeds from the sale of joint venture properties.

In the second quarter of 2023, the Company repurchased 35,158 operating partnership units (“OP Units”) in a privately negotiated transaction at an aggregate cost of $1.7 million, or $49.36 per share (adjusted to give effect to the one-for-four reverse split of the Company’s common shares in August 2024). Following the repurchase, the Company has no outstanding OP Units.

Redevelopment Projects

The Company invested approximately $82 million in various consolidated active redevelopment and other projects during 2023.

44

 

2022 Transactions Activity

Acquisitions

During 2022, the Company acquired 15 convenience centers for an aggregate gross purchase price of $306.8 million, all of which were included in the spin-off of Curbline. In addition, the Company acquired its joint venture partner’s 80% equity interest from the DDRM Joint Venture for one asset which included a convenience center component. The purchase price was $44.5 million at 100% (or $35.6 million at 80%).

Dispositions of Assets and Joint Venture Investments

During 2022, the Company sold five wholly-owned shopping centers and land parcels at wholly-owned shopping centers in addition to three unconsolidated shopping centers generating proceeds totaling $265.2 million, of which the Company’s share was $223.9 million. In addition, the DDRM Joint Venture sold 13 shopping centers for an aggregate sales price of $387.6 million ($77.5 million at the Company’s share) with the related mortgage debt of $225.0 million repaid upon closing.

In 2022, the Company acquired its joint venture partner’s 80% equity interest in one asset owned by the DDRM Joint Venture for $35.6 million (including the portion included in the Curbline Properties spin-off) and stepped up the previous 20% interest due to change in control. The transaction resulted in Gain on change in control of interests of $3.3 million.

The Company sold its 20% interest in the SAU Joint Venture to its partner based on a gross asset value of $155.7 million (at 100%). In addition, the Company sold its 50% interest in Lennox Town Center to its partner based on a gross asset value of $77.0 million (at 100%). These transactions resulted in a Gain on sale and change in control of interests of $42.2 million.

Equity Transactions

In the first and second quarters of 2022, the Company settled 0.6 million common shares which were offered and sold on a forward basis under its $250 million continuous equity program, resulting in gross proceeds of $38.3 million, or $63.16 per share. In the third and fourth quarters of 2022, the Company repurchased 0.9 million of its common shares in open market transactions at an aggregate cost of $48.9 million, or $52.37 per share. The per share amounts have been adjusted to give effect to the one-for-four reverse split of the Company’s common shares in August 2024.

Redevelopment Projects

The Company invested approximately $75 million in various consolidated active redevelopment and other projects during 2022.

CAPITALIZATION

At December 31, 2024, the Company’s capitalization consisted of $306.8 million of debt and $801.7 million of market equity (calculated as common shares outstanding multiplied by $15.29, the closing price of the Company’s common shares on the New York Stock Exchange at December 31, 2024).

In July 2024, the Company announced a one-for-four reverse stock split of its common shares. Split-adjusted trading began on the New York Stock Exchange at the opening of trading on August 19, 2024.

Management seeks to maintain access to the capital resources necessary to manage the Company’s balance sheet and to repay upcoming maturities. Accordingly, the Company may seek to obtain funds through additional debt or asset sales. In connection with the spin-off of Curbline, the Company used proceeds from the Mortgage Facility together with proceeds from asset sales to repay all of the Company’s outstanding unsecured indebtedness and therefore no longer maintains a revolving line of credit or an investment grade rating. The Company may not be able to obtain financing on favorable terms, or at all.

The Mortgage Facility contains certain operating and financial covenants, including net worth and liquidity requirements, and includes provisions that could restrict the Company’s access and use of rent collections from mortgaged properties in the event the debt yield falls below a certain threshold or an event of default occurs. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities. In addition, the Mortgage Facility permits the acceleration of maturity and foreclosure in the event of breaches of affirmative or negative covenants. Foreclosure on mortgaged properties or an inability to refinance existing indebtedness would have a negative impact on the Company’s financial condition and results of operations.

45

 

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

The Company has addressed all of its consolidated debt maturing in 2025. The Company expects to fund repayment of future maturities from cash on hand, proceeds from asset sales and other investments, cash flow from operations and/or additional debt financings. No assurance can be provided that these obligations will be repaid as currently anticipated or refinanced.

 

Other Guaranties

In conjunction with the redevelopment of shopping centers, the Company had entered into commitments with general contractors aggregating approximately $0.4 million for its properties (excluding Curbline redevelopment noted below) as of December 31, 2024. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through cash on hand, operating cash flows or asset sales. These contracts typically can be changed or terminated without penalty.

Additionally, the Separation and Distribution Agreement contains obligations to complete certain redevelopment projects at properties that are owned by Curbline. As of December 31, 2024, such redevelopment projects were estimated to cost $32.9 million to complete.

In connection with the sale of two properties in 2024, the Company guaranteed additional construction costs to complete re-tenanting work at the properties and deferred maintenance, all of which were recorded as a liability. As of December 31, 2024, the Company had a liability of approximately $7.2 million. The amount is recorded in accounts payable and other liabilities on the Company’s consolidated balance sheets.

The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At December 31, 2024, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.3 million related to the maintenance of its properties and general and administrative expenses.

At December 31, 2024, the Company had letters of credit outstanding of $9.2 million. The Company has not recorded any obligations associated with these letters of credit, the majority of which serve as collateral to secure the Company’s obligation to third-party insurers with respect to limited reinsurance provided by the Company’s captive insurance company.

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

ECONOMIC CONDITIONS

The Company continues to experience steady retailer demand which it believes is attributable to the concentration of the Company’s portfolio in primarily suburban, high household income communities experiencing population growth, positive changes in remote and work-from-home trends, limited new construction of competing retail properties and tenants’ increasing use of physical store locations to improve the speed and efficiency of merchandise distribution.

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

The Company believes that its shopping center portfolio is well positioned, as evidenced by its recent leasing activity, historical property income growth and consistent growth in average annualized base rent per occupied square foot. The Company executed new leases and renewals aggregating approximately 0.7 million square feet of space on a pro rata basis for the year ended December 31, 2024.

46

 

At December 31, 2024 and 2023, the shopping center portfolio occupancy, on a pro rata basis, was 90.6% and 89.5%, respectively, and the total portfolio average annualized base rent, on a pro rata basis, was $19.64 and $19.42, respectively. Historical occupancy has generally ranged from 89% to 94% over the last 10 years. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for new leases executed during the years ended December 31, 2024 and 2023, on a pro rata basis, was $6.85 and $4.74 per rentable square foot, respectively. The Company generally does not expend a significant amount of capital on lease renewals. The comparability of period-over-period operating metrics has been increasingly impacted by the level and composition of the Company’s disposition activities.

 

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

FORWARD-LOOKING STATEMENTS

MD&A should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s consolidated financial statements, including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, dispositions and other business development activities, future capital expenditures, financing sources and availability and the effects of environmental and other regulations. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements (see Item 1A. Risk Factors).

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

•
The Company is subject to general risks affecting the real estate industry, including the need to enter into new leases or renew leases on favorable terms to generate rental revenues, and any economic downturn may adversely affect the ability of the Company’s tenants, or new tenants, to enter into new leases or the ability of the Company’s existing tenants to renew their leases at rates at least as favorable as their current rates;
•
The Company could be adversely affected by changes in the local markets where its properties are located, as well as by adverse changes in national economic and market conditions;
•
The Company may fail to anticipate the effects on its properties of changes in consumer buying practices, including sales over the internet and the resulting retailing practices and space needs of its tenants, or a general downturn in its tenants’ businesses, which may cause tenants to close stores or default in payment of rent;
•
The Company is subject to competition for tenants from other owners of retail properties, and its tenants are subject to competition from other retailers and methods of distribution. The Company is dependent upon the successful operations and financial condition of its tenants, in particular its major tenants, and could be adversely affected by the bankruptcy of those tenants; The Company leases the majority of its square footage to large tenants, which makes it vulnerable to changes in the business and financial condition of, or demand for its space by, such tenants;

47

 

•
•
The Company may fail to dispose of properties on favorable terms, especially in regions experiencing deteriorating economic conditions. In addition, real estate investments can be illiquid, particularly as prospective buyers may experience increased costs of financing or difficulties obtaining financing due to local or global conditions, and could limit the Company’s ability to promptly make changes to its portfolio to respond to economic and other conditions;
•
The Company may be subject to potential exposure to unexpected claims, liabilities or costs under the Company's agreements with Curbline and the Operating Partnership or otherwise in connection with the spin-off;
•
The Company may abandon a redevelopment opportunity after expending resources if it determines that the opportunity is not feasible due to a variety of factors, including a lack of availability of construction financing on reasonable terms, the impact of the economic environment on prospective tenants’ ability to enter into new leases, or pay contractual rent, or the inability of the Company to obtain all necessary zoning and other required governmental permits and authorizations;
•
The Company may not complete redevelopment projects on schedule as a result of various factors, many of which are beyond the Company’s control, such as weather, labor conditions, governmental approvals, material shortages or general economic downturn, resulting in limited availability of capital, increased debt service expense and construction costs and decreases in revenue;
•
The Company’s financial condition may be affected by required debt service payments, the risk of default, restrictions on its ability to incur additional debt or to enter into certain transactions under its debt obligations. In addition, the Company may encounter difficulties in obtaining permanent financing or refinancing existing debt;
•
Changes in interest rates could adversely affect the market price of the Company’s common shares, its ability to sell properties and prices realized, as well as its performance, interest expense levels and cash flow;
•
Financing necessary for the Company to operate its business may not be available or may not be available on favorable terms;
•
Disruptions in the financial markets could affect the Company’s ability to obtain financing on reasonable terms and have other adverse effects on the Company, the valuation of its properties and the market price of the Company’s common shares;
•
Inflationary pressures could result in reductions in retailer profitability, consumer discretionary spending and tenant demand to lease space. Inflation could also increase the costs incurred by the Company to operate its properties and finance its operations and could adversely impact the valuation of its properties, all of which could have an adverse effect on the market price of the Company’s common shares;
•
The Company is subject to complex regulations related to its status as a REIT, the compliance with which has become more complex as a result of changes to the Company’s asset portfolio, and would be adversely affected if it failed to qualify as a REIT for any reason;
•
The Company must make distributions to shareholders to continue to qualify as a REIT, and if the Company must borrow funds to make distributions, those borrowings may not be available on favorable terms or at all;
•
Joint venture investments may involve risks not otherwise present for investments made solely by the Company, including the possibility that a partner or co-venturer may become bankrupt, may at any time have interests or goals different from those of the Company and may take action contrary to the Company’s instructions, requests, policies or objectives, including the Company’s policy with respect to maintaining its qualification as a REIT. In addition, a partner or co-venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture or may seek to terminate the joint venture, resulting in a loss to the Company of property revenues and management fees. The partner could cause a default under the joint venture loan for reasons outside the Company’s control. Furthermore, the Company could be required to reduce the carrying value of its equity investments if a loss in the carrying value of the investment is realized;
•
The Company’s decision to dispose of real estate assets, including undeveloped land and construction in progress, would change the holding period assumption in the undiscounted cash flow impairment analyses, which could result in material impairment losses and adversely affect the Company’s financial results;
•
The outcome of pending or future litigation, including litigation with tenants or joint venture partners, may adversely affect the Company’s results of operations and financial condition; Property damage, expenses related thereto and other business and economic consequences (including the potential loss of revenue) resulting from extreme weather conditions or natural disasters in locations where the Company owns properties may adversely affect the Company’s results of operations and financial condition;

48

 

•
•
Sufficiency and timing of any insurance recovery payments related to damages and lost revenues from extreme weather conditions or natural disasters may adversely affect the Company’s results of operations and financial condition;
•
The Company and its tenants could be negatively affected by the impacts of pandemics and other public health crises;
•
The Company is subject to potential environmental liabilities;
•
The Company may incur losses that are uninsured or exceed policy coverage due to its liability for certain injuries to persons, property or the environment occurring on its properties;
•
The Company could be subject to potential liabilities, increased costs, reputation harm and other adverse effects on the Company’s business due to stakeholders’, including regulators’, views regarding the Company’s environmental, social and governance initiatives and disclosures, and the impact of factors outside of the Company’s control on such initiatives and disclosures;
•
The Company could incur additional expenses to comply with or respond to claims under the Americans with Disabilities Act or otherwise be adversely affected by changes in government regulations, including changes in environmental, zoning, tax and other regulations;
•
The Company’s Board of Directors, which regularly reviews the Company’s business strategy and objectives, may change the Company’s strategic plan based on a variety of factors and conditions, including in response to changing market conditions;
•
A change in the Company’s relationship with Curbline Properties and the Company’s ability to retain qualified personnel and adequately manage the Company in the event the Shared Services Agreement is terminated;
•
Potential conflicts of interest with Curbline Properties and
•
The Company and its vendors could sustain a disruption, failure or breach of their respective networks and systems, including as a result of cyber-attacks, which could disrupt the Company’s business operations, compromise the confidentiality of sensitive information and result in fines or penalties.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s primary market risk exposure is interest rate risk. At December 31, 2024, the Company’s debt, excluding unconsolidated joint venture debt and the impact of the reclassification from accumulated other comprehensive income to interest expense related to the terminated interest rate swap, is summarized as follows:

 

December 31, 2024

 

 

December 31, 2023 (A)

 

 

Amount
(Millions)

 

 

Weighted-
Average
Maturity
(Years)

 

 

Weighted-
Average
Interest
Rate

 

 

Percentage
of Total

 

 

Amount
(Millions)

 

 

Weighted-
Average
Maturity
(Years)

 

 

Weighted-
Average
Interest
Rate

 

 

Percentage
of Total

 

Fixed-Rate Debt

$

98.5

 

 

 

3.8

 

 

 

6.7

%

 

 

32.7

%

 

$

1,600.5

 

 

 

2.5

 

 

 

4.3

%

 

 

100.0

%

Variable-Rate Debt

$

202.9

 

 

 

1.7

 

 

 

7.1

%

 

 

67.3

%

 

$

—

 

 

—

 

 

—

 

 

 

0.0

%

(A) Excludes unconsolidated joint venture debt and adjusted to reflect the swap of the variable-rate (SOFR) component of interest rate applicable to the Company’s $200.0 million Term Loan to a fixed rate of 2.75%.

The Company’s unconsolidated joint ventures’ indebtedness at its carrying value is summarized as follows:

 

December 31, 2024

 

 

December 31, 2023

 

 

Joint
Venture
Debt
(Millions)

 

 

Company's
Proportionate
Share
(Millions)

 

 

Weighted-
Average
Maturity
(Years)

 

 

Weighted-
Average
Interest
Rate

 

 

Joint
Venture
Debt
(Millions)

 

 

Company's
Proportionate
Share
(Millions)

 

 

Weighted-
Average
Maturity
(Years)

 

 

Weighted-
Average
Interest
Rate

 

Fixed-Rate Debt

$

365.4

 

 

$

73.1

 

 

 

4.0

 

 

 

6.4

%

 

$

361.7

 

 

$

72.3

 

 

 

5.0

 

 

 

6.4

%

Variable-Rate Debt

$

61.0

 

 

$

30.3

 

 

 

0.9

 

 

 

5.0

%

 

$

102.6

 

 

$

39.0

 

 

0.8

 

 

 

4.5

%

 

The sensitivity to changes in interest rates of the Company’s fixed-rate debt was determined using a valuation model based upon factors that measure the net present value of such obligations that arise from the hypothetical estimate as discussed above. A 100 basis-point increase in short-term market interest rates on variable-rate debt at December 31, 2024, would result in an increase in interest expense of approximately $2.0 million for the Company.

49

 

The Company intends to use retained cash flow, proceeds from asset sales, and debt financing to repay indebtedness and fund capital expenditures at the Company’s shopping centers. Thus, to the extent the Company incurs additional variable-rate indebtedness or needs to refinance existing fixed-rate indebtedness in a rising interest rate environment, its exposure to increases in interest rates in an inflationary period could increase.

Prior to the payoff of the Term Loan, the variable-rate (SOFR) component of the interest rate applicable to the Company’s $200.0 million consolidated Term Loan was swapped to a fixed rate.

The carrying value of the Company’s fixed-rate debt was adjusted to include the $200.0 million of variable-rate debt that was swapped to a fixed rate at December 31, 2023. An estimate of the effect of a 100 basis-point increase at December 31, 2024 and 2023, is summarized as follows (in millions):

 

 

December 31, 2024

 

 

 

December 31, 2023(A)

 

 

 

Carrying
Value

 

 

Fair
Value

 

 

 

100 Basis-Point
Increase in
Market Interest
Rate

 

 

 

Carrying
Value

 

 

Fair
Value

 

 

 

100 Basis-Point
Increase in
Market Interest
Rate

 

 

Company’s fixed-rate debt

$

98.5

 

 

$

102.3

 

 

 

$

99.1

 

 

 

$

1,600.5

 

 

$

1,575.5

 

 (A)

 

$

1,539.9

 

 (B)

Company’s proportionate share of
   joint venture fixed-rate debt

$

73.1

 

 

$

73.5

 

 

 

$

71.1

 

 

 

$

72.3

 

 

$

73.8

 

 

 

$

70.8

 

 

(A) Includes the fair value of the swap, which was an asset of $5.6 million at December 31, 2023.

(B) Includes the fair value of the swap, which was an asset of $11.5 million at December 31, 2023.

The sensitivity to changes in interest rates of the Company’s fixed-rate debt was determined using a valuation model based upon factors that measure the net present value of such obligations that arise from the hypothetical estimate as discussed above.

The Company and its joint ventures intend to continually monitor and actively manage interest costs on their variable-rate debt portfolio and may enter into swap positions based on market fluctuations. In addition, the Company believes it has the ability to obtain funds through additional debt financing. Accordingly, the cost of obtaining such protection agreements versus the Company’s access to capital markets will continue to be evaluated. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of December 31, 2024, the Company had no other material exposure to market risk.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this item is included in a separate section at the end of this Annual Report on Form 10-K beginning on page F-1 and is incorporated herein by reference thereto.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b), of the effectiveness of the Company’s disclosure controls and procedures. Based on their evaluation as required, the CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of December 31, 2024, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and were effective as of December 31, 2024, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

50

 

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) or 15d-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of its internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on those criteria, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm as stated in their report which appears herein and is incorporated in this Item 9A by reference thereto.

Changes in Internal Control over Financial Reporting

During the three months ended December 31, 2024, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Item 9B. OTHER INFORMATION

None.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Item 10.

Not applicable.

 

51

 

PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company’s Board of Directors has adopted the following corporate governance documents:

•
Corporate Governance Guidelines that guide the Board of Directors in the performance of its responsibilities to serve the best interests of the Company and its shareholders;
•
Written charters of the Audit Committee, Compensation Committee and Nominating and ESG Committee;
•
Code of Ethics for Senior Financial Officers that applies to the Company’s senior financial officers, including the president, chief executive officer, chief financial officer, chief accounting officer, controllers, treasurer and chief internal auditor among others designated by the Company, if any (amendments to, or waivers from, the Code of Ethics for Senior Financial Officers will be disclosed on the Company’s website) and
•
Code of Business Conduct and Ethics that governs the actions and working relationships of the Company’s employees, officers and directors with current and potential customers, consumers, fellow employees, competitors, government and self-regulatory agencies, investors, the public, the media and anyone else with whom the Company has or may have contact.

Copies of the Company’s corporate governance documents are available on the Company’s website, www.sitecenters.com, under “Investor Relations—Corporate Governance.”

Certain other information required by this Item 10 is incorporated herein by reference to the information under the headings “Proposal One: Election of Five Directors—Director Nominees for Election at the Annual Meeting” and “Board Governance” contained in the Company’s Proxy Statement for the Company’s 2025 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A (the “2025 Proxy Statement”), and the information under the heading “Information About the Company’s Executive Officers” in Part I of this Annual Report on Form 10‑K.

Item 11. EXECUTIVE COMPENSATION

Information required by this Item 11 is incorporated herein by reference to the information under the headings “Board Governance—Compensation of Directors,” “Executive Compensation Tables and Related Disclosure,” “Compensation Discussion and Analysis” and “Proposal Two: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers—Compensation Committee Report” and “—Compensation Committee Interlocks and Insider Participation” contained in the 2025 Proxy Statement.

52

 

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Certain information required by this Item 12 is incorporated herein by reference to the “Board Governance—Security Ownership of Directors and Management” and “Corporate Governance and Other Matters—Security Ownership of Certain Beneficial Owners” sections of the 2025 Proxy Statement. The following table sets forth the number of securities issued and outstanding under the Company’s existing stock compensation plans, as of December 31, 2024, as well as the weighted-average exercise price of outstanding options.

EQUITY COMPENSATION PLAN INFORMATION

 

 

(a)

 

 

 

(b)

 

 

(c)

 

 

Plan category

 

Number of Securities
to Be Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights

 

 

 

Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights

 

 

Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in column (a))

 

 

Equity compensation plans approved by security
   holders(1)

 

 

310,113

 

(2)

 

$

30.96

 

(3)

 

2,667,768

 

(4)

Equity compensation plans not approved by security
   holders

 

 

—

 

 

 

 

—

 

 

 

—

 

 

Total

 

 

310,113

 

 

 

$

30.96

 

 

 

2,667,768

 

 

 

(1)
Includes the Company’s 2012 Equity and Incentive Compensation Plan and 2019 Equity and Incentive Compensation Plan.

 

(2)
Includes 79,361 stock options outstanding and 230,752 restricted stock units that are expected to be settled in shares upon vesting.

 

(3)
Restricted stock units are not taken into account in the weighted-average exercise price as such awards have no exercise price.

 

(4)
All of these shares may be issued with respect to award vehicles other than just stock options or share appreciation rights or other rights to acquire shares.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this Item 13 is incorporated herein by reference to the “Proposal One: Election of Five Directors—Transactions with the Otto Family” and “Proposal One: Election of Five Directors—Independent Directors” and “Corporate Governance and Other Matters—Related-Party Transactions” sections of the Company’s 2025 Proxy Statement.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Incorporated herein by reference to the “Proposal Three Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm—Fees Paid to PricewaterhouseCoopers LLP” section of the Company’s 2025 Proxy Statement.

53

 

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

a)
1. Financial Statements

The following documents are filed as part of this report:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

2. Financial Statement Schedules

The following financial statement schedules are filed herewith as part of this Annual Report on Form 10-K and should be read in conjunction with the consolidated financial statements of the registrant:

Schedule

II — Valuation and Qualifying Accounts and Reserves

III — Real Estate and Accumulated Depreciation

Schedules not listed above have been omitted because they are not applicable or because the information required to be set forth therein is included in the Company’s consolidated financial statements or notes thereto.

Financial statements of the Company’s unconsolidated joint venture companies have been omitted because they do not meet the significant subsidiary definition of Rule 1-02(w) of Regulation S-X.

 

b) Exhibits — The following exhibits are filed as part of, or incorporated by reference into, this report:

 

Form

10-K

Exhibit

  No.

 

 

Description

 

 

Filed or Furnished

Herewith or Incorporated

Herein by Reference

 

2.1

 

Separation and Distribution Agreement, dated October 1, 2024, by and between SITE Centers Corp. and Curbline Properties Corp. and Curbline Properties LP

 

Current Report on Form 8-K (Filed with the SEC on October 2, 2024)

2.2

 

Separation and Distribution Agreement, dated July 1, 2018, by and between DDR Corp. and Retail Value, Inc.

 

Current Report on Form 8-K (Filed with the SEC on July 3, 2018)

3.1

 

Fourth Amended and Restated Articles of Incorporation, as amended

 

Quarterly Report on Form 10-Q (Filed with the SEC on October 30, 2024)

3.2

 

 

Amended and Restated Code of Regulations

 

Quarterly Report on Form 10-Q (Filed with the SEC on November 2, 2018)

4.1

 

Specimen Certificate for Common Shares

 

Annual Report on Form 10-K (Filed with the SEC on February 28, 2012)

4.2

 

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934

 

Submitted electronically herewith

10.1

 

2005 Directors’ Deferred Compensation Plan (May 9, 2019 Restatement)*

 

Quarterly Report on 10-Q (Filed with the SEC on August 5, 2019)

10.2

 

Elective Deferred Compensation Plan (May 9, 2019 Restatement)*

 

Quarterly Report on Form 10-Q (Filed with the SEC on August 5, 2019)

10.3

 

Adoption Agreement Elective Deferred Compensation Plan (May 9, 2019 Restatement)*

 

Quarterly Report on Form 10-Q (Filed with the SEC on August 5, 2019)

10.4

 

Amendment One to the SITE Centers Corp. Elective Deferred Compensation Plan, effective September 1, 2024*

 

Quarterly Report on Form 10-Q (Filed with the SEC on October 30, 2024)

54

 

10.5

 

2019 Equity and Incentive Compensation Plan*

 

Registration Statement filed on Form S-8 (Filed with the SEC on May 9, 2019)

10.6

 

2019 Equity and Incentive Compensation Plan (October 1, 2024 Amendment and Restatement)*

 

Submitted electronically herewith

10.7

 

Form of 2019 Plan Restricted Share Units Award Memorandum (governing grants made in 2021, 2022, 2023 and 2024)*

 

Quarterly Report on Form 10-Q (Filed with the SEC October 30, 2020)

10.8

 

Form of 2019 Plan Performance-Based Restricted Share Units Award Memorandum (governing grants made in 2021, 2022, 2023 and 2024)*

 

Quarterly Report on Form 10-Q (Filed with the SEC on April 29, 2021)

10.9

 

Form of Director Restricted Share Units Award Agreement*

 

Submitted electronically herewith

10.10

 

Notice of Adjustment of Outstanding SITE Centers Corp. Equity Awards (CURB Spin-off – SITC Employees), effective as of October 1, 2024

 

Submitted electronically herewith

10.11

 

Notice of Adjustment of Outstanding SITE Centers Corp. Equity Awards (CURB Spin-off – CURB Employees), effective as of October 1, 2024

 

Submitted electronically herewith

10.12

 

Assigned Employment Agreement, dated as of September 1, 2024, by and among SITE Centers Corp., Curbline Properties Corp., Curbline TRS LLC, and David R. Lukes*

 

Quarterly Report on Form 10-Q (Filed with the SEC on October 30, 2024)

10.13

 

Assigned Employment Agreement, dated as of September 1, 2024, by and between SITE Centers Corp., Curbline Properties Corp., Curbline TRS LLC, and Conor Fennerty*

 

Quarterly Report on Form 10-Q (Filed with the SEC on October 30, 2024)

10.14

 

Assigned Employment Agreement, dated as of September 1, 2024, by and between SITE Centers Corp., Curbline Properties Corp., Curbline TRS LLC, and John Cattonar*

 

Quarterly Report on Form 10-Q (Filed with the SEC on October 30, 2024)

10.15

 

Employment Agreement, dated August 28, 2024, by and between SITE Centers Corp. and Gerald Morgan*

 

Submitted electronically herewith

10.16

 

Employment Agreement, dated April 8, 2024, by and between SITE Centers Corp. and Aaron Kitlowski*

 

Submitted electronically herewith

10.17

 

Form of Indemnification Agreement*

 

Current Report on Form 8-K (Filed with the SEC on November 13, 2017)

10.18

 

Shared Services Agreement, dated as of October 1, 2024, by and among SITE Centers Corp., Curbline Properties Corp., and Curbline Properties LP

 

Current Report on Form 8-K (Filed with the SEC on October 2, 2024)

10.19

 

Tax Matters Agreement, dated as of October 1, 2024, by and among SITE Centers Corp., Curbline Properties Corp., and Curbline Properties LP

 

Current Report on Form 8-K (Filed with the SEC on October 2, 2024)

10.20

 

Employee Matters Agreement, dated as of October 1, 2024, by and among SITE Centers Corp., Curbline Properties Corp., and Curbline Properties LP

 

Current Report on Form 8-K (Filed with the SEC on October 2, 2024)

10.21

 

Loan Agreement, dated August 7, 2024, by and among various SITE Centers Corp. subsidiaries and ATLAS Securitized Products Funding 1, L.P., Athene Annuity and Life Company, and Fox Hedge Intermediate B, LLC

 

Quarterly Report on Form 10-Q (Filed with the SEC on October 30, 2024)

19.1

 

Policy on Insider Trading

 

Submitted electronically herewith

21.1

 

List of Subsidiaries

 

Submitted electronically herewith

23.1

 

Consent of PricewaterhouseCoopers LLP

 

Submitted electronically herewith

31.1

 

Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

 

Submitted electronically herewith

31.2

 

Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

 

Submitted electronically herewith

32.1

 

Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350

 

Submitted electronically herewith

32.2

 

Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350

 

Submitted electronically herewith

55

 

97.1

 

Clawback Policy Effective October 2, 2023

 

Annual Report on Form 10-K (Filed with the SEC on February 23, 2024)

101.INS

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

Submitted electronically herewith

101.SCH

 

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document

 

Submitted electronically herewith

104

 

The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 has been formatted in Inline XBRL.

 

Submitted electronically herewith

 

* Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

Item 16. FORM 10-K SUMMARY

None.

56

 

SITE Centers Corp.

INDEX TO FINANCIAL STATEMENTS

 

Financial Statements:

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238)

F-2

Consolidated Balance Sheets at December 31, 2024 and 2023

F-4

Consolidated Statements of Operations for the three years ended December 31, 2024

F-5

Consolidated Statements of Comprehensive Income for the three years ended December 31, 2024

F-6

Consolidated Statements of Equity for the three years ended December 31, 2024

F-7

Consolidated Statements of Cash Flows for the three years ended December 31, 2024

F-8

Notes to Consolidated Financial Statements

F-9

Financial Statement Schedules:

 

II — Valuation and Qualifying Accounts and Reserves for the three years ended December 31, 2024

F-36

III — Real Estate and Accumulated Depreciation at December 31, 2024

F-37

All other schedules are omitted because they are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.

 

Financial statements of the Company’s unconsolidated joint venture companies have been omitted because they do not meet the significant subsidiary definition of S-X 210.1-02(w).

 

 

F-1

 

 

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of SITE Centers Corp.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of SITE Centers Corp. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

F-2

 

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Identification of Impairment Indicators and Impairment Assessments of Certain Real Estate Assets

As described in Notes 1 and 4 to the consolidated financial statements, the carrying value of the Company’s total real estate assets, net was $772.0 million and net intangible assets was $12.9 million as of December 31, 2024. Management reviews its individual real estate assets, including undeveloped land and construction in progress, and intangibles for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators are primarily related to changes in estimated hold periods or significant, prolonged decreases in projected cash flows. For assets with impairment indicators, management determines if the undiscounted future cash flows are sufficient to recover the asset’s carrying value. For certain properties, estimating undiscounted future cash flows involves significant estimates and judgments relating to market rental rates, estimated down-time and capitalization rates used, to determine the hold period required to recover the asset’s carrying value and assessing if the Company has the ability and intent to hold the asset for such period.

The principal considerations for our determination that performing procedures relating to the identification of impairment indicators and impairment assessments of certain real estate assets is a critical audit matter are (i) the significant judgment by management to identify and evaluate potential impairment indicators related to (a) events or changes in circumstances indicating that the carrying value of the real estate assets may not be recoverable over the estimated hold period, (b) changes in estimated hold periods, and (c) prolonged decreases in projected cash flows, (ii) the significant estimates and judgment by management in developing the undiscounted future cash flows of certain real estate assets, including the Company’s intent and ability to hold the asset for the recovery period, and (iii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to (a) management’s identification and evaluation of potential impairment indicators and (b) management’s significant estimates and judgment used in the undiscounted future cash flows related to downtime, market rental rates and capitalization rates, as well as the Company’s intent and ability to hold the asset for the estimated hold period.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s impairment process, including controls over the identification and evaluation of potential impairment indicators and estimated undiscounted future cash flows, including intent and ability to hold the asset. These procedures also included, among others (i) testing management’s process for identifying individual real estate assets with potential impairment indicators, (ii) evaluating the reasonableness of management’s assessment of events and changes in circumstances that are indicators of impairment, and for real estate assets with impairment indicators, (iii) testing management’s process for developing the evaluation of undiscounted cash flows, (iv) evaluating management representations related to intended hold periods, and (v) for a sample of real estate assets with impairment indicators, evaluating the reasonableness of the significant assumptions used by management related to downtime, market rental rates and capitalization rates. Evaluating these assumptions involved evaluating whether the assumptions used by management were reasonable considering the consistency with the current and past performance of the real estate investments, the consistency with external market and industry data, and whether the assumptions were consistent with evidence obtained in other areas of the audit.

/s/ PricewaterhouseCoopers LLP

Cleveland, Ohio

February 28, 2025

We have served as the Company’s auditor since 1992.

 

 

F-3

 

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

 

 

December 31,

 

 

2024

 

 

2023

 

Assets

 

 

 

 

 

Land

$

204,722

 

 

$

614,328

 

Buildings

 

964,845

 

 

 

2,688,953

 

Fixtures and tenant improvements

 

254,152

 

 

 

479,196

 

 

 

1,423,719

 

 

 

3,782,477

 

Less: Accumulated depreciation

 

(654,389

)

 

 

(1,434,209

)

 

 

769,330

 

 

 

2,348,268

 

Construction in progress and land

 

2,682

 

 

 

37,875

 

Total real estate assets, net

 

772,012

 

 

 

2,386,143

 

Investments in and advances to joint ventures, net

 

30,431

 

 

 

39,372

 

Cash and cash equivalents

 

54,595

 

 

 

551,402

 

Restricted cash

 

13,071

 

 

 

16,908

 

Accounts receivable

 

25,437

 

 

 

54,096

 

Amounts receivable from Curbline

 

1,771

 

 

 

—

 

Other assets, net

 

36,285

 

 

 

91,797

 

Assets related to discontinued operations

 

—

 

 

 

921,632

 

 

$

933,602

 

 

$

4,061,350

 

Liabilities and Equity

 

 

 

 

 

Indebtedness

$

301,373

 

 

$

1,600,517

 

Amounts payable to Curbline

 

33,762

 

 

 

—

 

Accounts payable and other liabilities

 

81,723

 

 

 

162,490

 

Dividends payable

 

—

 

 

 

63,806

 

Liabilities related to discontinued operations

 

—

 

 

 

58,994

 

Total liabilities

 

416,858

 

 

 

1,885,807

 

Commitments and contingencies (Note 8)

 

 

 

 

 

SITE Centers Equity

 

 

 

 

 

Class A—6.375% cumulative redeemable preferred shares, without par value, $500 liquidation value;
   750,000 shares authorized; 350,000 shares issued and outstanding at December 31, 2023

 

—

 

 

 

175,000

 

Common shares, with par value, $0.10 stated value; 75,000,000 shares authorized; 52,467,187 and
   53,593,458 shares issued at December 31, 2024 and December 31, 2023, respectively

 

5,247

 

 

 

5,359

 

Additional paid-in capital

 

3,981,597

 

 

 

5,990,982

 

Accumulated distributions in excess of net income

 

(3,473,458

)

 

 

(3,934,736

)

Deferred compensation obligation

 

8,041

 

 

 

5,167

 

Accumulated other comprehensive income

 

5,472

 

 

 

6,121

 

Less: Common shares in treasury at cost: 282,061 and 1,335,163 shares at December 31, 2024 and
   December 31, 2023, respectively

 

(10,155

)

 

 

(72,350

)

Total equity

 

516,744

 

 

 

2,175,543

 

 

$

933,602

 

 

$

4,061,350

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

F-4

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

 

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

Revenues from operations:

 

 

 

 

 

 

 

 

Rental income

$

269,286

 

 

$

444,062

 

 

$

464,252

 

Fee and other income

 

8,181

 

 

 

8,553

 

 

 

14,966

 

 

 

277,467

 

 

 

452,615

 

 

 

479,218

 

Rental operation expenses:

 

 

 

 

 

 

 

 

Operating and maintenance

 

55,372

 

 

 

78,306

 

 

 

81,893

 

Real estate taxes

 

40,292

 

 

 

65,501

 

 

 

72,716

 

Impairment charges

 

66,600

 

 

 

—

 

 

 

2,536

 

General and administrative

 

47,080

 

 

 

50,867

 

 

 

46,564

 

Depreciation and amortization

 

101,344

 

 

 

180,611

 

 

 

177,012

 

 

 

310,688

 

 

 

375,285

 

 

 

380,721

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

(59,463

)

 

 

(80,482

)

 

 

(76,074

)

Interest income

 

31,620

 

 

 

4,348

 

 

 

—

 

Debt extinguishment costs

 

(42,822

)

 

 

(50

)

 

 

(581

)

Gain on debt retirement

 

1,037

 

 

 

—

 

 

 

—

 

(Loss) gain on derivative instruments

 

(4,412

)

 

 

2,103

 

 

 

—

 

Transaction costs and other expense

 

(2,184

)

 

 

(836

)

 

 

(1,949

)

 

 

(76,224

)

 

 

(74,917

)

 

 

(78,604

)

(Loss) income before earnings from discontinued operations, equity method investments
    and other items

 

(109,445

)

 

 

2,413

 

 

 

19,893

 

Equity in net income of joint ventures

 

82

 

 

 

6,577

 

 

 

27,892

 

Gain on sale and change in control of interests, net

 

2,669

 

 

 

3,749

 

 

 

45,581

 

Gain on disposition of real estate, net

 

633,219

 

 

 

218,655

 

 

 

46,644

 

Income before tax expense

 

526,525

 

 

 

231,394

 

 

 

140,010

 

Tax expense of taxable REIT subsidiaries and state franchise and income taxes

 

(761

)

 

 

(2,045

)

 

 

(816

)

Income from continuing operations

 

525,764

 

 

 

229,349

 

 

 

139,194

 

Income from discontinued operations

 

6,060

 

 

 

36,372

 

 

 

29,598

 

Net income

$

531,824

 

 

$

265,721

 

 

$

168,792

 

Income attributable to non-controlling interests, net

 

—

 

 

 

(18

)

 

 

(73

)

Net income attributable to SITE Centers

$

531,824

 

 

$

265,703

 

 

$

168,719

 

Write-off of preferred share original issuance costs

 

(6,155

)

 

 

—

 

 

 

—

 

Preferred dividends

 

(9,638

)

 

 

(11,156

)

 

 

(11,156

)

Net income attributable to common shareholders

$

516,031

 

 

$

254,547

 

 

$

157,563

 

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

Income from continuing operations

$

9.69

 

 

$

4.16

 

 

$

2.40

 

Income from discontinued operations

 

0.12

 

 

 

0.69

 

 

 

0.55

 

Total

$

9.81

 

 

$

4.85

 

 

$

2.95

 

Diluted:

 

 

 

 

 

 

 

 

Income from continuing operations

$

9.65

 

 

$

4.16

 

 

$

2.39

 

Income from discontinued operations

 

0.12

 

 

 

0.69

 

 

 

0.55

 

Total

$

9.77

 

 

$

4.85

 

 

$

2.94

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

 

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

Net income

$

531,824

 

 

$

265,721

 

 

$

168,792

 

Other comprehensive income:

 

 

 

 

 

 

 

 

Change in cash flow hedges, net of amount reclassed to earnings

 

(649

)

 

 

(2,917

)

 

 

9,038

 

Total other comprehensive income (loss)

 

(649

)

 

 

(2,917

)

 

 

9,038

 

Comprehensive income

$

531,175

 

 

$

262,804

 

 

$

177,830

 

Total comprehensive income attributable to
   non-controlling interests

 

—

 

 

 

(18

)

 

 

(73

)

Total comprehensive income attributable to SITE Centers

$

531,175

 

 

$

262,786

 

 

$

177,757

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

F-6

 

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Shares

 

 

Shares

 

 

Amounts

 

 

Additional
Paid-in
Capital

 

 

Accumulated Distributions
in Excess of
Net Income

 

 

Deferred Compensation Obligation

 

 

Accumulated Other Comprehensive (Loss) Income

 

 

Treasury
Stock at
Cost

 

 

Non-
Controlling
Interests

 

 

Total

 

Balance, December 31, 2021

$

175,000

 

 

 

52,822

 

 

$

5,282

 

 

$

5,950,013

 

 

$

(4,092,783

)

 

$

4,695

 

 

$

—

 

 

$

(5,349

)

 

$

5,794

 

 

$

2,042,652

 

Issuance of common shares
   related to stock plans

 

—

 

 

 

164

 

 

 

16

 

 

 

75

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

91

 

Issuance of common shares
   for cash offering

 

—

 

 

 

607

 

 

 

61

 

 

 

36,663

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

36,724

 

Repurchase of common shares

 

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(42,256

)

 

 

—

 

 

 

(42,256

)

Stock-based compensation, net

 

—

 

 

 

—

 

 

 

—

 

 

 

4,925

 

 

 

—

 

 

 

330

 

 

 

—

 

 

 

(3,913

)

 

 

—

 

 

 

1,342

 

Distributions to
   non-controlling interests

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(73

)

 

 

(73

)

Acquisition of
   non-controlling interest

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,382

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,382

)

Dividends declared-
   common shares

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(111,150

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(111,150

)

Dividends declared-
   preferred shares

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(11,156

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(11,156

)

Comprehensive income

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

168,719

 

 

 

—

 

 

 

9,038

 

 

 

—

 

 

 

73

 

 

 

177,830

 

Balance, December 31, 2022

 

175,000

 

 

 

53,593

 

 

 

5,359

 

 

 

5,990,294

 

 

 

(4,046,370

)

 

 

5,025

 

 

 

9,038

 

 

 

(51,518

)

 

 

5,794

 

 

 

2,092,622

 

Issuance of common shares
   related to stock plans

 

—

 

 

 

—

 

 

 

—

 

 

 

26

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

26

 

Repurchase of common shares

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(26,611

)

 

 

—

 

 

 

(26,611

)

Stock-based compensation, net

 

—

 

 

 

—

 

 

 

—

 

 

 

(3,397

)

 

 

—

 

 

 

142

 

 

 

—

 

 

 

5,779

 

 

 

—

 

 

 

2,524

 

Distributions to
   non-controlling interests

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(18

)

 

 

(18

)

Repurchase of OP Units

 

—

 

 

 

—

 

 

 

—

 

 

 

4,059

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(5,794

)

 

 

(1,735

)

Dividends declared-
   common shares

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(142,913

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(142,913

)

Dividends declared-
   preferred shares

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(11,156

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(11,156

)

Comprehensive income

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

265,703

 

 

 

—

 

 

 

(2,917

)

 

 

—

 

 

 

18

 

 

 

262,804

 

Balance, December 31, 2023

 

175,000

 

 

 

53,593

 

 

 

5,359

 

 

 

5,990,982

 

 

 

(3,934,736

)

 

 

5,167

 

 

 

6,121

 

 

 

(72,350

)

 

 

—

 

 

 

2,175,543

 

Cancellation of treasury stock

 

 

 

 

(1,200

)

 

 

(120

)

 

 

(63,900

)

 

 

 

 

 

 

 

 

 

 

 

64,020

 

 

 

 

 

 

—

 

Issuance of common shares
   related to stock plans

 

—

 

 

 

74

 

 

 

8

 

 

 

2,243

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,251

 

Stock-based compensation, net

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,108

)

 

 

—

 

 

 

2,874

 

 

 

—

 

 

 

(1,825

)

 

 

—

 

 

 

(59

)

Dividends declared-
   common shares

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(54,753

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(54,753

)

Dividends declared-
   preferred shares

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(9,638

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(9,638

)

Curbline spin-off

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,952,749

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,952,749

)

Redemption of preferred shares

 

(175,000

)

 

 

—

 

 

 

—

 

 

 

6,129

 

 

 

(6,155

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(175,026

)

Comprehensive income

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

531,824

 

 

 

—

 

 

 

(649

)

 

 

—

 

 

 

—

 

 

 

531,175

 

Balance, December 31, 2024

$

—

 

 

 

52,467

 

 

$

5,247

 

 

$

3,981,597

 

 

$

(3,473,458

)

 

$

8,041

 

 

$

5,472

 

 

$

(10,155

)

 

$

—

 

 

$

516,744

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-7

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

Cash flow from operating activities:

 

 

 

 

 

 

 

 

Net income

$

531,824

 

 

$

265,721

 

 

$

168,792

 

Adjustments to reconcile net income to net cash flow provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

130,901

 

 

 

212,460

 

 

 

203,546

 

Stock-based compensation

 

6,835

 

 

 

7,633

 

 

 

7,218

 

Amortization and write-off of debt issuance costs and fair market value of debt adjustments

 

47,457

 

 

 

4,465

 

 

 

5,075

 

Gain on debt extinguishment

 

(1,037

)

 

 

—

 

 

 

—

 

Loss (gain) on derivatives instruments

 

4,412

 

 

 

(2,103

)

 

 

—

 

Equity in net income of joint ventures

 

(82

)

 

 

(6,577

)

 

 

(27,892

)

Operating cash distributions from joint ventures

 

—

 

 

 

264

 

 

 

903

 

Gain on sale and change in control of interests, net

 

(2,669

)

 

 

(3,749

)

 

 

(45,581

)

Gain on disposition of real estate, net

 

(633,219

)

 

 

(219,026

)

 

 

(46,644

)

Impairment charges

 

66,600

 

 

 

—

 

 

 

2,536

 

Assumption of building due to ground lease termination

 

(2,678

)

 

 

—

 

 

 

(2,900

)

Net change in accounts receivable

 

6,005

 

 

 

(7,467

)

 

 

(5,525

)

Net change in accounts payable and accrued expenses

 

(21,583

)

 

 

(3,039

)

 

 

(125

)

Net change in other operating assets and liabilities

 

(20,722

)

 

 

(10,049

)

 

 

(2,141

)

Total adjustments

 

(419,780

)

 

 

(27,188

)

 

 

88,470

 

Net cash flow provided by operating activities

 

112,044

 

 

 

238,533

 

 

 

257,262

 

Cash flow from investing activities:

 

 

 

 

 

 

 

 

Real estate acquired, net of liabilities and cash assumed

 

(226,079

)

 

 

(163,423

)

 

 

(335,100

)

Real estate developed and improvements to operating real estate

 

(58,793

)

 

 

(109,381

)

 

 

(114,825

)

Proceeds from disposition of real estate

 

2,126,248

 

 

 

821,689

 

 

 

201,819

 

Proceeds from disposition of joint venture interests

 

—

 

 

 

3,405

 

 

 

39,250

 

Equity contributions to joint ventures

 

(1,003

)

 

 

(145

)

 

 

(167

)

Distributions from unconsolidated joint ventures

 

2,800

 

 

 

10,817

 

 

 

41,464

 

Repayment of joint venture advances

 

730

 

 

 

318

 

 

 

—

 

Payment of swaption agreement fees

 

—

 

 

 

(3,381

)

 

 

—

 

Net cash flow provided by (used for) investing activities

 

1,843,903

 

 

 

559,899

 

 

 

(167,559

)

Cash flow from financing activities:

 

 

 

 

 

 

 

 

Redemption of Series A Preferred shares

 

(175,026

)

 

 

—

 

 

 

—

 

Proceeds from unsecured Term Loan

 

—

 

 

 

—

 

 

 

100,000

 

Proceeds from mortgage debt

 

530,000

 

 

 

100,000

 

 

 

—

 

Payment of loan commitment fees

 

(7,712

)

 

 

(13,485

)

 

 

—

 

Payment of debt issuance costs

 

(11,899

)

 

 

(1,665

)

 

 

(7,602

)

Payment of Curbline loan costs

 

(5,034

)

 

 

—

 

 

 

—

 

Repayment of senior notes

 

(1,305,920

)

 

 

(152,823

)

 

 

—

 

Repayment of mortgage debt and term loan

 

(548,889

)

 

 

(28,523

)

 

 

(71,209

)

Payment of debt extinguishment costs

 

(8,099

)

 

 

—

 

 

 

—

 

Proceeds from terminations of derivatives

 

8,098

 

 

 

—

 

 

 

—

 

Repurchase of common shares

 

—

 

 

 

(26,611

)

 

 

(42,256

)

Proceeds from issuance of common shares, net of offering expenses

 

—

 

 

 

—

 

 

 

36,724

 

Repurchase of common shares in conjunction with equity award plans and dividend
   reinvestment plan

 

(4,767

)

 

 

(5,218

)

 

 

(5,928

)

Acquisition of non-controlling interest

 

—

 

 

 

—

 

 

 

(1,382

)

Repurchase of operating partnership units

 

—

 

 

 

(1,735

)

 

 

—

 

Distributions to redeemable operating partnership units

 

—

 

 

 

(37

)

 

 

(72

)

Contribution of assets to Curbline

 

(800,000

)

 

 

—

 

 

 

—

 

Dividends paid

 

(128,064

)

 

 

(120,518

)

 

 

(120,016

)

Net cash flow used for financing activities

 

(2,457,312

)

 

 

(250,615

)

 

 

(111,741

)

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash, cash equivalents and restricted cash

 

(501,365

)

 

 

547,817

 

 

 

(22,038

)

Cash, cash equivalents and restricted cash, beginning of year

 

569,031

 

 

 

21,214

 

 

 

43,252

 

Cash, cash equivalents and restricted cash, end of year

$

67,666

 

 

$

569,031

 

 

$

21,214

 

 

The accompanying notes are an integral part of these consolidated financial statements.

F-8

 

Notes to Consolidated Financial Statements

1.
Summary of Significant Accounting Policies

Nature of Business

SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and unconsolidated joint ventures are primarily engaged in the business of owning, leasing, acquiring, redeveloping and managing shopping centers. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries. The Company’s tenant base includes a mixture of national and regional retail chains and local tenants. Consequently, the Company’s credit risk is primarily concentrated in the retail industry. At December 31, 2024, the Company owned 33 shopping centers (including 11 shopping centers owned through unconsolidated joint ventures) totaling 8.8 million square feet of GLA through all its properties (wholly-owned and joint venture).

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

As of October 1, 2024, the Curbline portfolio consisted of 79 convenience properties, including properties that were carved out of existing shopping centers owned by SITE Centers. The Company’s process of allocating the land value to these properties was to conclude, on the acquisition date, the fair value per square foot of convenience land with the residual value allocated to the existing shopping center which was validated with market comparisons. The Company’s process of allocating the building value at these convenience property, as compared to the shopping center, was based on annualized base rent as of the date of acquisition or based on specific identification of costs for ground up developments as of the date placed in service. The Company’s process of allocating mortgage indebtedness and interest expense for these properties was based on the percentage of total assets at acquisition date or refinancing. The mortgages related to the carved out assets were repaid during the years ended December 31, 2022 and 2021.

Amounts relating to the number of properties, joint ventures’ interests and GLA are unaudited.

Use of Estimates in Preparation of Financial Statements

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

Principles of Consolidation

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

F-9

 

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

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

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

Contribution of net assets to Curbline Properties

$

1,152.7

 

 

$

—

 

 

$

—

 

Assumption of buildings due to ground lease terminations

 

2.7

 

 

 

—

 

 

 

2.9

 

Consolidation of the net assets (excluding mortgages as disclosed
   below) of previously unconsolidated joint ventures

 

—

 

 

 

—

 

 

 

42.8

 

Net assets acquired from unconsolidated joint ventures

 

—

 

 

 

—

 

 

 

8.5

 

Dividends declared, but not paid

 

—

 

 

 

63.8

 

 

 

30.4

 

Accounts payable related to construction in progress

 

0.7

 

 

 

7.0

 

 

 

12.2

 

Accrued liabilities for sold properties

 

—

 

 

 

5.4

 

 

 

—

 

Repurchase of operating partnership units

 

—

 

 

 

4.1

 

 

 

—

 

Real Estate

Real estate assets, which include construction in progress and undeveloped land, are stated at cost less accumulated depreciation. Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows:

 

Buildings

Useful lives, ranging from 30 to 40 years

Building improvements and fixtures

Useful lives, ranging from 3 to 20 years

Tenant improvements

Shorter of economic life or lease terms

The Company periodically assesses the useful lives of its depreciable real estate assets and accounts for any revisions, which are not material for the periods presented, prospectively. Expenditures for maintenance and repairs are charged to operations as incurred. Significant expenditures that improve or extend the life of the asset are capitalized.

Construction in Progress and Land includes undeveloped land, as well as construction in progress related to shopping center developments and expansions. The Company capitalized certain direct costs (salaries and related personnel) and incremental internal construction costs of $3.0 million, $3.2 million and $4.0 million in 2024, 2023 and 2022, respectively.

Purchase Price Accounting

The Company’s acquisitions were accounted for as asset acquisitions, and the Company capitalized the acquisition costs incurred. Upon acquisition of properties, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements and intangibles, generally including above- and below-market leases and in-place leases. The Company allocates the purchase price to assets acquired and liabilities assumed on a gross basis based on their relative fair values at the date of acquisition.

The fair value of land of an acquired property considers the value of land as if the site was unimproved based on comparable market transactions. The fair value of the building is determined as if it were vacant by applying a capitalization rate to property net operating income based upon market leasing assumptions. Above- and below-market lease values are calculated based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between contractual rents and estimated market rents, measured over a period equal to the remaining term of the lease for above-market leases and the remaining term plus the estimated term of any below-market, renewal options for below-market leases. The capitalized above- and below-market lease values are amortized to base rental revenue over the related lease term plus fixed-rate renewal options, as appropriate. The value of acquired in-place leases is recorded based on the present value of the estimated gross monthly market rental rate for each individual lease multiplied by the estimated period of time it would take to lease the space to a new tenant. Such amounts are amortized to expense over the remaining initial lease term.

Real Estate Impairment Assessment

An asset with impairment indicators is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value. If an asset’s carrying value is not recoverable, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The Company reviews its individual real estate assets, including undeveloped land and construction in progress, and intangibles for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators are primarily related to changes in estimated hold periods and significant, prolonged decreases in projected cash flows; however, other impairment indicators could occur.

F-10

 

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

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

The Company recorded aggregate impairment charges of $66.6 million and $2.5 million, related to consolidated real estate investments, during the years ended December 31, 2024 and 2022, respectively (Note 11).

Disposition of Real Estate and Real Estate Investments

Sales of non-financial assets, such as real estate, are recognized when control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of, or obtain substantially all of the remaining benefits from, the asset. This generally occurs when the transaction closes and consideration is exchanged for control of the asset.

For the years ended December 31, 2024, 2023 and 2022, the Company received gross proceeds of $2,245.1 million, $854.5 million and $213.6 million, respectively, from the sale of 40 wholly-owned shopping centers and one land parcel, 17 and five wholly-owned shopping centers and various outparcels, respectively, resulting in gain on dispositions of $633.2 million, $218.7 million and $46.6 million, respectively.

A discontinued operation includes only the disposal of a component of an entity and represents a strategic shift that has (or will have) a major effect on an entity’s financial results. The disposition of the Company’s individual properties did not qualify for discontinued operations presentation, and thus, the results of the properties that have been sold remain in income from continuing operations, and any associated gains or losses from the disposition are included in Gain on Disposition of Real Estate.

Real Estate Held for Sale

The Company generally considers assets to be held for sale when management believes that a sale is probable within a year. This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value, less cost to sell. The Company evaluated its property portfolio and did not identify any properties that would meet the above-mentioned criteria for held for sale as of December 31, 2024 and 2023. At October 1, 2024, the 79 properties included in the Curbline spin-off were considered held for sale and no impairment was recorded.

Interest and Real Estate Taxes

Interest and real estate taxes incurred relating to the construction and redevelopment of shopping centers are capitalized and depreciated over the estimated useful life of the building. This includes interest incurred on funds invested in or advanced to unconsolidated joint ventures with qualifying development activities. The Company will cease the capitalization of these costs when construction activities are substantially completed and the property is available for occupancy by tenants. If the Company suspends substantially all activities related to development of a qualifying asset, the Company will cease capitalization of interest and taxes until activities are resumed.

Interest paid during the years ended December 31, 2024, 2023 and 2022 aggregated $60.3 million, $76.3 million and $71.3 million, respectively, of which $0.6 million, $1.2 million and $1.1 million, respectively, was capitalized.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash deposits with major financial institutions, which from time to time may exceed federally insured limits. The Company periodically assesses the financial condition of these institutions and believes that the risk of loss is minimal.

F-11

 

Restricted Cash

Restricted cash represents amounts on deposit with financial institutions primarily for debt service payments, real estate taxes, capital improvements, rent escrows and operating reserves as required pursuant to the respective loan agreement or asset sale agreements. In 2023, included in restricted cash was cash generated from asset sale proceeds that is available to fund future qualifying acquisitions as part of a forward like-kind exchange transaction. For purposes of the Company’s consolidated statements of cash flows, changes in restricted cash are aggregated with cash and cash equivalents.

Accounts Receivable

The Company makes estimates of the collectability of its accounts receivable related to base rents, including straight-line rentals, expense reimbursements and other revenue or income. Rental income has been reduced for amounts the Company believes are not probable of being collected. The Company analyzes tenant credit worthiness, as well as current economic and tenant-specific sector trends when evaluating the probability of collection of accounts receivable. In evaluating tenant credit worthiness, the Company’s assessment may include a review of payment history, tenant sales performance and financial position. For larger national tenants, the Company also evaluates projected liquidity, as well as the tenant’s access to capital and the overall health of the particular sector. In addition, with respect to tenants in bankruptcy, the Company makes estimates of the expected recovery of pre-petition and post-petition claims in assessing the probability of collection of the related receivable. The time to resolve these claims may exceed one year. These estimates have a direct impact on the Company’s earnings because once the amount is not considered probable of being collected, earnings are reduced by a corresponding amount until the receivable is collected, if at all. See discussion below under Revenue Recognition regarding cash-basis tenants.

Accounts receivable, excluding straight-line rents receivable, do not include estimated amounts not probable of being collected (including contract disputes) of $0.8 million and $0.5 million at December 31, 2024 and 2023, respectively. Accounts receivable are generally expected to be collected within one year. At December 31, 2024 and 2023, straight-line rents receivable (including fixed common area maintenance, or “CAM”), net of a provision for uncollectible amounts of $0.5 million and $1.4 million, respectively, aggregated $7.9 million and $21.2 million, respectively.

Investments in and Advances to Joint Ventures

To the extent that the Company’s cost basis in an unconsolidated joint venture is different from the basis reflected at the joint venture level, the basis difference is amortized over the life of the related assets and included in the Company’s share of equity in net income (loss) of the joint venture and, if the related asset is sold, the basis difference is written off. Periodically, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment is impaired only if the Company’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other than temporary. Investment impairment charges create a basis difference between the Company’s share of accumulated equity as compared to the investment balance of the respective unconsolidated joint venture. The Company allocates the aggregate impairment charge to each of the respective properties owned by the joint venture on a relative fair value basis and amortizes this basis differential as an adjustment to the equity in net income (loss) recorded by the Company over the estimated remaining useful lives of the underlying assets.

Deferred Charges

External costs and fees incurred in obtaining indebtedness are included in the Company’s consolidated balance sheets as a direct deduction from the related debt liability. Debt issuance costs related to the Company’s revolving credit facility were classified as an asset on the consolidated balance sheets until the facility was terminated as these costs are, at the outset, not associated with an outstanding borrowing. The aggregate costs are amortized over the terms of the related debt agreements. Such amortization is reflected in Interest Expense in the Company’s consolidated statements of operations.

Effect of Reverse Stock Split on Presentation

On August 16, 2024, in anticipation of the spin-off of Curbline Properties, the Company effected a reverse stock split of its outstanding common shares at a ratio of one-for-four. Additionally, equitable adjustments were made to outstanding equity compensation awards on account of the dilutive impact of the October 2024 spin-off of Curbline Properties. All share and per share data included in these consolidated financial statements give retroactive effect to the reverse stock split for all periods presented.

Treasury Shares

The Company’s share repurchases are reflected as treasury shares utilizing the cost method of accounting and are presented as a reduction to consolidated shareholders’ equity. Reissuance of the Company’s treasury shares at an amount below cost is recorded as a charge to paid-in capital due to the Company’s cumulative distributions in excess of net income. As part of the reverse stock split in August 2024, 1.2 million treasury shares were cancelled having a cost basis of $64.0 million resulting in a corresponding decrease in additional paid in capital, outstanding shares and par value.

F-12

 

Revenue Recognition

For the real estate industry, leasing transactions are not within the scope of the revenue standard. A majority of the Company’s tenant-related revenue is recognized pursuant to lease agreements and is governed by the leasing guidance. Lease commission revenue is generally recognized in its entirety upon lease execution.

Rental Income

Rental Income on the Company’s consolidated statements of operations includes contractual lease payments that generally consist of the following:

•
Fixed-lease payments, which include fixed payments associated with expense reimbursements from tenants for common area maintenance, taxes and insurance from tenants in shopping centers and are recognized on a straight-line basis over the non-cancelable term of the lease, which generally ranges from one month to 15 years, and include the effects of applicable rent steps and abatements.
•
Variable lease payments, which include percentage and overage income, recognized after a tenant’s reported sales have exceeded the applicable sales breakpoint set forth in the applicable lease.
•
Variable lease payments associated with expense reimbursements from tenants for common area maintenance, taxes, insurance and other property operating expenses, based upon the tenant’s lease provisions, which are recognized in the period the related expenses are incurred.
•
Lease termination payments, which are recognized upon the effective termination of a tenant’s lease when the Company has no further obligations under the lease.
•
Ancillary and other property-related rental payments, primarily composed of leasing vacant space to temporary tenants, kiosk income, and parking income, which are recognized in the period earned.

For those tenants where the Company is unable to assert that collection of amounts due over the lease term is probable, regardless if the Company has entered into a deferral agreement to extend the payment terms, the Company has categorized these tenants on the cash basis of accounting. As a result, all existing accounts receivable relating to these tenants have been reserved in full, including straight-line rental income, and no rental income is recognized from such tenants once they have been placed on the cash basis of accounting until payments are received. The Company will remove the cash basis designation and resume recording rental income from such tenants on a straight-line basis at such time it believes collection from the tenants is probable based upon a demonstrated payment history, improved liquidity, the addition of credit-worthy guarantors or a recapitalization event.

Revenues from Contracts with Customers

The Company’s revenues from contracts with customers generally relate to asset and property management fees, leasing commissions and development fees. These revenues are derived from the Company’s management agreements with unconsolidated joint ventures, and in the case of unconsolidated joint ventures, are recognized to the extent attributable to the unaffiliated ownership in the unconsolidated joint venture to which it relates. Termination rights under these contracts vary by contract but generally include termination for cause by either party, or generally due to sale of the property.

Asset and Property Management Fees

Asset and property management services include property maintenance, tenant coordination, accounting and financial services. Asset and property management services represent a series of distinct daily services. Accordingly, the Company satisfies the performance obligation as services are rendered over time.

The Company is compensated for property management services through a monthly management fee, which is typically earned based on a specified percentage of the monthly rental receipts generated from the property under management. The Company is compensated for asset management services through a fee that is billed to the customer monthly and recognized as revenue monthly as the services are rendered, based on a percentage of aggregate asset value or capital contributions for assets under management at the end of the quarter.

F-13

 

Property Leasing

The Company provides strategic advice and execution to third parties, including certain joint ventures, in connection with the leasing of retail space. Pursuant to the respective joint venture agreements, the Company may be compensated for services in the form of a commission. The commission is paid upon the occurrence of certain contractual events that may be contingent. For example, a portion of the commission may be paid upon execution of the lease by the tenant, with the remaining paid upon occurrence of another future contingent event (e.g., payment of first month’s rent or tenant move-in). The Company typically satisfies its performance obligation at a point in time when control is transferred, generally at the time of the first contractual event where there is a present right to payment. The Company looks to history, experience with a customer and deal-specific considerations to support its judgment that the second contingency will be met. Therefore, the Company typically accelerates the recognition of revenue associated with the second contingent event (if any) to the point in time when control of its service is transferred.

Fees from RVI

Through mid-2022 and prior to the sale of the last remaining asset, pursuant to management agreements with Retail Value Inc. (“RVI”), the Company provided RVI with day-to-day management, subject to supervision and certain discretionary limits and authorities granted by the RVI board of directors. RVI does not have any employees.

Fees from Curbline

On October 1, 2024, the Company, Curbline and the Operating Partnership also entered into a Shared Services Agreement (the “Shared Services Agreement”) for certain business services to be provided by the Company to the Operating Partnership and by the Operating Partnership to the Company. The Operating Partnership will pay the Company a fee in the aggregate amount of 2.0% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement) during the term of the Shared Services Agreement to be paid in monthly installments each month in arrears no later than the tenth calendar day of each month based upon Curbline’s Gross Revenue for the prior month. There is no separate fee paid by the Company in connection with the provision of services by the Operating Partnership or its affiliates under the Shared Services Agreement. Unless terminated earlier, the term of the Shared Services Agreement will expire on October 1, 2027. In the event of certain early terminations of the Shared Services Agreement, the Company will be obligated to pay a termination fee to the Operating Partnership equal to $2.5 million multiplied by the number of whole or partial fiscal quarters remaining in the Shared Services Agreement’s three-year term (or $12.0 million in the event the Company terminates the agreement for convenience on its second anniversary). For additional information regarding the Shared Services Agreement (Note 13).

Fee and Other Income

Revenue from contracts with customers and other property-related income is recognized in the period earned as follows (in thousands):

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

Revenue from contracts:

 

 

 

 

 

 

 

 

Asset and property management fees from joint ventures

$

5,150

 

 

$

5,692

 

 

$

7,845

 

Leasing commissions and development fees

 

167

 

 

 

429

 

 

 

1,856

 

Shared services fee from Curbline

 

723

 

 

 

—

 

 

 

—

 

Disposition, asset and property management fees from RVI

 

100

 

 

 

150

 

 

 

859

 

Total revenue from contracts with customers

 

6,140

 

 

 

6,271

 

 

 

10,560

 

Other property income

 

2,041

 

 

 

2,282

 

 

 

4,406

 

Total fee and other income

$

8,181

 

 

$

8,553

 

 

$

14,966

 

Leases

The Company’s accounting policies include the following:

•
As a lessee — short-term lease exception for certain of the Company’s office leases;
•
As a lessor — to include operating lease liabilities in the asset group and include the associated operating lease payments in the undiscounted cash flows when considering recoverability of a long-lived asset group and
•
As a lessor — to exclude from lease payments taxes assessed by a governmental authority that are both imposed on and concurrent with lease revenue-producing activity and collected by the lessor from the lessee (e.g., sales tax).

F-14

 

Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not include an implicit rate, the Company used its incremental borrowing rate based on the information available at the commencement date of the standard in determining the present value of lease payments. For each lease, the Company utilized a market-based approach to estimate the incremental borrowing rate (“IBR”), which required significant judgment. The Company estimated base IBRs based on an analysis of (i) yields on the Company’s outstanding public debt, as well as that of comparable companies, (ii) observable mortgage rates and (iii) unlevered property yields and discount rates. The Company applied adjustments to the base IBRs to account for full collateralization and lease term. Operating lease ROU assets also include any lease payments made. The Company has options to extend certain of the ground and office leases; however, these options were not considered as part of the lease term when calculating the lease liability, as they were not reasonably certain to be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

General and Administrative Expenses

General and administrative expenses include certain internal leasing and legal salaries and related expenses associated with the re-leasing of existing space, which are charged to operations as incurred.

Equity-Based Plans

Compensation cost relating to stock-based payment transactions classified as equity is recognized in the financial statements based upon the grant date fair value and forfeitures are recognized in the period in which they occur. Stock-based compensation cost recognized by the Company was $6.3 million, $7.1 million and $6.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Income Taxes

The Company has made an election to qualify, and believes it is operating so as to qualify, as a real estate investment trust (“REIT”) for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that it makes distributions to its shareholders equal to at least the amount of its REIT taxable income as defined under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and continues to satisfy certain other requirements.

In connection with the REIT Modernization Act, the Company is permitted to participate in certain activities and still maintain its qualification as a REIT, so long as these activities are conducted in entities that elect to be treated as taxable REIT subsidiaries (a “TRS”) under the Code. As such, the Company is subject to federal and state income taxes on the income from any such activities.

In the normal course of business, the Company or one or more of its subsidiaries is subject to examination by federal, state and local tax jurisdictions, as well as certain jurisdictions outside the United States, in which it operates, where applicable. The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense. For the three years ended December 31, 2024, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions. As of December 31, 2024, the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are generally the year 2021 and forward.

Deferred Tax Assets

The Company accounts for income taxes related to any TRS under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the income statement in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A valuation allowance is recorded against the deferred tax assets when the Company determines that an uncertainty exists regarding their realization, which would eliminate the benefit of deferred tax assets or increase the provision for income taxes. In making such determination, the Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent results of operations. Several of these considerations require assumptions and significant judgment about the forecasts of future taxable income and must be consistent with the plans and estimates that the Company is utilizing to manage its business. As a result, to the extent facts and circumstances change, an assessment of the need for a valuation allowance should be made.

F-15

 

Segments

The Company adopted Accounting Standards Update (“ASU”) 2023-07, which enhances segment disclosure requirements for entities required to report segment information in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting. The Company has a single operating segment. The Company’s shopping centers have common characteristics and are managed on a consolidated basis. The Company does not differentiate among properties on a geographical basis, or any other basis for purposes of allocating resources or capital. The Company’s Chief Operating Decision Maker (“CODM”) may review operational and financial data on an ad-hoc basis at a property level.

The Company’s CODM is the chief executive officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income as reported on the Company’s consolidated statements of operations. In addition, the CODM uses net operating income (“NOI”) as a supplemental measure to evaluate and assess the performance of the Company’s operating portfolio. NOI is defined as property revenues less property-related expenses and excludes depreciation and amortization expense, joint venture equity and fee income, interest income and expenses and corporate level transactions. The CODM uses net income and NOI to monitor budget versus actual results in assessing the performance of the Company’s properties to guide decisions regarding timing of property sales and payment of dividends. The CODM reviews significant expenses associated with the Company’s single reportable operating segment which are presented in the Company’s consolidated statements of operations. The measure of segment assets is reported in the Company’s consolidated balance sheets as total consolidated assets.

Derivative and Hedging Activities

The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and

qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even if hedge accounting does not apply or the Company elects not to apply hedge accounting.

Fair Value Hierarchy

The standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). The following summarizes the fair value hierarchy:

 

• Level 1

Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

 

 

• Level 2

Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and

 

 

• Level 3

Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Recently Issued Accounting Standards

Income Taxes. In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements in accordance with ASC 740, Income Taxes. The amendments in this update are effective for annual reporting periods beginning after December 15, 2024. The Company will review the extent of new disclosure necessary prior to implementation. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or result of operations.

F-16

 

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

2.
Acquisitions

In 2024, the Company acquired a land parcel and 16 shopping centers for an aggregate purchase price of $237.9 million in Arizona, California, Colorado, Florida, Georgia, Illinois, North Carolina, Ohio, Tennessee and Texas. All acquisitions, except two shopping centers and the land parcel, were included in the Curbline spin-off and are included in discontinued operations (Note 12).

In 2023, the Company acquired 12 convenience centers for an aggregate purchase price of $165.1 million in Arizona, Colorado, Florida, Georgia, Maryland, North Carolina, Texas and Virginia. All of these convenience centers are included in the discontinued operations (Note 12).

The fair value of the acquisitions not considered discontinued operations was allocated as follows (in thousands):

 

 

 

 

Weighted-Average
Amortization Period
(in Years)

 

2024

 

 

2024

Land

$

11,171

 

 

N/A

Buildings

 

6,378

 

 

(A)

Tenant improvements

 

241

 

 

(A)

In-place leases (including lease origination costs and fair
   market value of leases)

 

2,363

 

 

11.7

Other assets assumed

 

25

 

 

N/A

 

 

20,178

 

 

 

Less: Below-market leases

 

(1,339

)

 

20.0

Less: Other liabilities assumed

 

(143

)

 

N/A

Net assets acquired

$

18,696

 

 

 
(A)
Depreciated in accordance with the Company’s policy (Note 1).

 

2024

 

 

Consideration:

 

 

 

Cash (including debt repaid at closing)

$

15,170

 

 

Gain on Change in Control of Interests

 

1,067

 

 

Carrying value of previously held equity interest

 

2,459

 

 

Total consideration

$

18,696

 

 

Included in the Company’s consolidated statements of operations are $1.3 million, none and $3.5 million in total revenues from the date of acquisition through December 31, 2024, 2023 and 2022, respectively, for properties acquired during each of the respective years.

 

3.
Investments in and Advances to Joint Ventures

The Company’s equity method joint ventures, which are included in Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheets at December 31, 2024, are as follows:

Unconsolidated Real Estate Ventures

 

Partner

 

Effective
Ownership
Percentage

 

Operating
Properties

Dividend Trust Portfolio JV LP

 

Chinese Institutional Investors

 

20.0%

 

10

RVIP IIIB, Deer Park, IL

 

Prudential

 

25.75

 

1

 

F-17

 

 

Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands):

 

December 31,

 

 

2024

 

 

2023

 

Condensed Combined Balance Sheets

 

 

 

 

 

Land

$

159,567

 

 

$

180,588

 

Buildings

 

494,062

 

 

 

558,585

 

Fixtures and tenant improvements

 

55,526

 

 

 

58,626

 

 

 

709,155

 

 

 

797,799

 

Less: Accumulated depreciation

 

(166,534

)

 

 

(187,557

)

 

 

542,621

 

 

 

610,242

 

Construction in progress and land

 

352

 

 

 

1,616

 

Real estate, net

 

542,973

 

 

 

611,858

 

Cash and restricted cash

 

25,750

 

 

 

41,250

 

Receivables, net

 

9,660

 

 

 

9,847

 

Other assets, net

 

17,823

 

 

 

25,498

 

 

$

596,206

 

 

$

688,453

 

 

 

 

 

 

 

Mortgage debt

$

426,462

 

 

$

464,255

 

Notes and accrued interest payable to the Company

 

1,894

 

 

 

2,627

 

Other liabilities

 

32,533

 

 

 

36,279

 

 

 

460,889

 

 

 

503,161

 

Accumulated equity

 

135,317

 

 

 

185,292

 

 

$

596,206

 

 

$

688,453

 

 

 

 

 

 

 

Company’s share of accumulated equity

$

26,016

 

 

$

35,782

 

Basis differentials

 

2,521

 

 

 

1,099

 

Deferred development fees, net of portion related to the Company’s interest

 

—

 

 

 

(136

)

Amounts payable to the Company

 

1,894

 

 

 

2,627

 

Investments in and advances to joint ventures, net

$

30,431

 

 

$

39,372

 

 

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

Condensed Combined Statements of Operations

 

 

 

 

 

 

 

 

Revenues from operations

$

81,967

 

 

$

92,479

 

 

$

132,494

 

Expenses from operations:

 

 

 

 

 

 

 

 

Operating expenses

 

21,312

 

 

 

23,903

 

 

 

35,319

 

Impairment charges

 

—

 

 

 

—

 

 

 

17,550

 

Depreciation and amortization

 

26,948

 

 

 

32,578

 

 

 

46,518

 

Interest expense

 

31,811

 

 

 

25,601

 

 

 

34,055

 

Other (income) expense, net

 

6,639

 

 

 

10,467

 

 

 

12,303

 

 

 

86,710

 

 

 

92,549

 

 

 

145,745

 

Loss before gain on disposition of real estate

 

(4,743

)

 

 

(70

)

 

 

(13,251

)

Gain on disposition of real estate, net

 

10,354

 

 

 

21,316

 

 

 

120,097

 

Net income attributable to unconsolidated joint ventures

$

5,611

 

 

$

21,246

 

 

$

106,846

 

Company’s share of equity in net income of joint ventures

$

1,465

 

 

$

4,581

 

 

$

22,262

 

Basis differential adjustments(A)

 

(1,383

)

 

 

1,996

 

 

 

5,630

 

Equity in net income of joint ventures

$

82

 

 

$

6,577

 

 

$

27,892

 

 

(A)
The difference between the Company’s share of net income, as reported above, and the amounts included in the Company’s consolidated statements of operations is attributable to the amortization of basis differentials, the recognition of deferred gains and differences in gain (loss) on sale of certain assets recognized due to the basis differentials.

F-18

 

Revenues earned by the Company related to all of the Company’s unconsolidated joint ventures are as follows (in millions):

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

Revenue from contracts:

 

 

 

 

 

 

 

 

Asset and property management fees

$

5.1

 

 

$

5.7

 

 

$

7.7

 

Leasing commissions and development fees

 

0.2

 

 

 

0.4

 

 

 

1.9

 

 

 

5.3

 

 

 

6.1

 

 

 

9.6

 

Other

 

0.2

 

 

 

0.7

 

 

 

1.0

 

 

$

5.5

 

 

$

6.8

 

 

$

10.6

 

The Company’s joint venture agreements generally include provisions whereby each partner has the right to trigger a purchase or sale of its interest in the joint venture or to initiate a purchase or sale of the properties after a certain number of years or if either party is in default of the joint venture agreements. The Company is not obligated to purchase the interests of its outside joint venture partners under these provisions.

Disposition of Joint Venture Assets

In addition to the transactions below, the Company’s joint ventures sold one, five and 16 shopping centers and land parcels for an aggregate sales price of $36.5 million, $112.2 million and $439.2 million, respectively, of which the Company’s share of the gain on sale was $0.3 million, $6.7 million and $27.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Disposition of Joint Venture Interests

In 2024, the Company acquired its joint venture partner’s 80% equity interest in one asset owned by the DDRM Joint Venture (Meadowmont Village, Chapel Hill, North Carolina) for $44.2 million (including the convenience shopping centers included in the Curbline Properties spin-off) and stepped up the previous 20% interest due to change in control. The transaction resulted in Gain on Change in Control of Interests of $2.7 million (Note 2). There are no remaining assets in this joint venture.

In 2022, the Company acquired its joint venture partner’s 80% equity interest in one asset owned by the DDRM Joint Venture (Casselberry Commons, Casselberry, Florida) for $35.6 million (including the portion included in the Curbline Properties spin-off) and stepped up the previous 20% interest due to change in control. The transaction resulted in Gain on Change in Control of Interests of $3.3 million.

In 2022, the Company sold its 20% interest in the SAU Joint Venture to its partner based on a gross asset value of $155.7 million (at 100%). In addition, the Company sold its 50% interest in Lennox Town Center to its partner based on a gross asset value of $77.0 million (at 100%). These transactions resulted in Gain on Sale of Interests of $42.2 million.

In 2021, one of the Company’s unconsolidated joint ventures sold its sole asset, which was a parcel of undeveloped land in Richmond Hill, Ontario. In 2023, the income tax contingencies were resolved and the Company recorded a Gain on Sale and Change in Control of Interests of $3.7 million. Subsequent to the transaction, the Company has no other investments outside the United States.

All transactions with the Company’s equity affiliates are described above.

F-19

 

4.
Other Assets and Intangibles, net

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

 

December 31, 2024

 

 

Asset

 

 

Accumulated Amortization

 

 

Net

 

Intangible assets, net:

 

 

 

 

 

 

 

 

In-place leases

$

53,964

 

 

$

(45,641

)

 

$

8,323

 

Above-market leases

 

3,855

 

 

 

(3,492

)

 

 

363

 

Lease origination costs

 

5,732

 

 

 

(4,884

)

 

 

848

 

Tenant relationships

 

23,894

 

 

 

(20,487

)

 

 

3,407

 

   Total intangible assets, net

 

87,445

 

 

 

(74,504

)

 

 

12,941

 

Operating lease ROU assets(A)

 

 

 

 

 

 

 

15,818

 

Other assets:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

 

 

 

 

 

4,283

 

Other assets

 

 

 

 

 

 

 

1,192

 

Deposits

 

 

 

 

 

 

 

2,051

 

Total other assets, net

 

 

 

 

 

 

$

36,285

 

 

Liability

 

 

Accumulated Amortization

 

 

Net

 

Below-market leases(B)

$

16,034

 

 

$

(6,728

)

 

$

9,306

 
(A)
Operating lease ROU assets are discussed further in Note 5.
(B)
Includes $1.2 million related to a below-market lease option for the Company’s Beachwood headquarters included in the Separation and Distribution Agreement with Curbline Properties.

 

December 31, 2023

 

 

Asset

 

 

Accumulated Amortization

 

 

Net

 

Intangible assets, net:

 

 

 

 

 

 

 

 

In-place leases

$

137,706

 

 

$

(113,986

)

 

$

23,720

 

Above-market leases

 

18,762

 

 

 

(16,921

)

 

 

1,841

 

Lease origination costs

 

14,355

 

 

 

(11,976

)

 

 

2,379

 

Tenant relationships

 

79,107

 

 

 

(72,387

)

 

 

6,720

 

   Total intangible assets, net

 

249,930

 

 

 

(215,270

)

 

 

34,660

 

Operating lease ROU assets

 

 

 

 

 

 

 

17,373

 

Other assets:

 

 

 

 

 

 

 

 

Loan commitment fee(A)

 

 

 

 

 

 

 

13,485

 

Prepaid expenses

 

 

 

 

 

 

 

5,002

 

Swap receivables(B)

 

 

 

 

 

 

 

11,115

 

Other assets

 

 

 

 

 

 

 

2,294

 

Deposits

 

 

 

 

 

 

 

2,543

 

Deferred charges, net

 

 

 

 

 

 

 

5,325

 

Total other assets, net

 

 

 

 

 

 

$

91,797

 

 

Liability

 

 

Accumulated Amortization

 

 

Net

 

Below-market leases

$

55,594

 

 

$

(30,741

)

 

$

24,853

 
(A)
Fees related to a commitment obtained in October 2023 for a $1.1 billion mortgage facility to be secured by an originally identified group of 40 properties (the “Mortgage Commitment”). The fees paid to date related to the Mortgage Commitment were recorded as a deferred fee as the facility had not closed and therefore no amounts had been drawn. The Company terminated the Mortgage Commitment in August 2024 when it closed a separate $530.0 million mortgage financing on different terms (Note 6). At termination, when it became probable that the Mortgage Commitment would not be drawn upon, the remaining fees were expensed. For the year ended December 31, 2024, the Company wrote-off $21.2 million of fees relating to the Mortgage Commitment to Debt extinguishment costs on the Company’s consolidated statements of operations.
(B)
Included cash flow hedge and derivative on unsecured notes (Note 6).

F-20

 

Amortization expense related to the Company’s intangibles was as follows (in millions):

Year

 

Income

 

 

Expense

 

2024

 

$

1.4

 

 

$

7.7

 

2023

 

 

11.7

 

 

 

14.6

 

2022

 

 

3.6

 

 

 

19.9

 

Estimated net future amortization associated with the Company’s intangibles is as follows (in millions):

Year

 

Income

 

 

Expense

 

2025

 

$

0.7

 

 

$

2.7

 

2026

 

 

0.7

 

 

 

2.1

 

2027

 

 

0.7

 

 

 

1.4

 

2028

 

 

0.7

 

 

 

1.2

 

2029

 

 

0.7

 

 

 

1.1

 

 

5.
Leases

Lessee

The Company is engaged in the operation of shopping centers that are either owned or, with respect to certain shopping centers, operated under long-term ground leases that expire at various dates through 2068. The Company also leases office space in the ordinary course of business under lease agreements that expire at various dates through 2030. Certain of the lease agreements include variable payments for reimbursement of common area expenses. The Company determines if an arrangement is a lease at inception.

Operating lease ROU assets and operating lease liabilities are included in the Company’s consolidated balance sheets as follows (in thousands):

 

 

 

 

December 31,

 

 

 

Classification

 

2024

 

 

2023

 

Operating Lease ROU Assets

 

Other Assets, Net

 

$

15,818

 

 

$

17,373

 

Operating Lease Liabilities

 

Accounts Payable and Other Liabilities

 

 

35,532

 

 

 

37,108

 

 

Operating lease expenses, including straight-line expense, included in Operating and Maintenance Expense for the Company’s ground leases and General and Administrative expense for its office leases are as follows (in thousands):

 

 

 

 

 

December 31,

 

Classification

 

 

 

2024

 

 

2023

 

 

2022

 

Operating and Maintenance

 

 

 

$

1,923

 

 

$

2,209

 

 

$

2,596

 

General and Administrative(A)

 

 

 

 

2,290

 

 

 

2,303

 

 

 

2,213

 

Total lease costs

 

 

 

$

4,213

 

 

$

4,512

 

 

$

4,809

 
(A)
Includes short-term leases and variable lease costs, which are immaterial.

Supplemental balance sheet information related to operating leases was as follows:

 

 

December 31,

 

 

 

2024

 

 

2023

 

Weighted-Average Remaining Lease Term

 

35.1 years

 

 

35.1 years

 

Weighted-Average Discount Rate

 

 

7.5

%

 

 

7.5

%

Cash paid for amounts included in the measurement —
   operating cash flows from lease liabilities (in thousands)

 

$

3,704

 

 

$

3,598

 

 

F-21

 

As determined under Topic 842, maturities of lease liabilities were as follows for the years ended December 31, (in thousands):

Year

 

December 31,

 

2025

 

$

3,754

 

2026

 

 

3,855

 

2027

 

 

3,785

 

2028

 

 

3,821

 

2029

 

 

3,156

 

Thereafter

 

 

98,552

 

   Total lease payments

 

 

116,923

 

Less imputed interest

 

 

(81,391

)

   Total

 

$

35,532

 

Lessor

Space in the Company’s shopping centers is leased to tenants pursuant to agreements that provide for terms generally ranging from one month to 15 years and for rents which, in some cases, are subject to upward adjustments based on operating expense levels, sales volume or contractual increases as defined in the lease agreements.

 

The Shared Services Agreement includes Curbline’s right to use the Company’s office space in New York. This arrangement is considered an embedded lease based on the criteria specified in Topic 842. The sublease income received under the Shared Services Agreement (Note 13) is included in Rental Income on the Company’s consolidated statements of operations.

The disaggregation of the Company’s lease income, which is included in Rental Income on the Company’s consolidated statements of operations, as either fixed or variable lease income based on the criteria specified in ASC 842, for the years ended December 31, 2024, 2023 and 2022, was as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Rental income:

 

 

 

 

 

 

 

 

 

Fixed lease income(A)

 

$

193,890

 

 

$

319,791

 

 

$

339,805

 

Variable lease income(B)

 

 

73,313

 

 

 

113,588

 

 

 

119,238

 

Above-market and below-market leases amortization, net

 

 

1,381

 

 

 

11,693

 

 

 

3,616

 

Adjustments for potentially uncollectible revenues and disputed
   amounts(C)

 

 

702

 

 

 

(1,010

)

 

 

1,593

 

Total rental income

 

$

269,286

 

 

$

444,062

 

 

$

464,252

 
(A)
Includes minimum base rents, expense reimbursements, ancillary income and straight-line rent adjustments.
(B)
Includes expense reimbursements, percentage and overage rent, lease termination fee income and ancillary income.
(C)
The amounts represent adjustments associated with potentially uncollectible revenues and disputed amounts.

The scheduled future minimum rental income from rental properties under the terms of all non-cancelable tenant leases (including those on the cash basis), assuming no new or renegotiated leases or option extensions, as determined under Topic 842 for such premises for the years ending December 31, were as follows (in thousands):

Year

 

December 31,

 

2025

 

$

84,726

 

2026

 

 

77,986

 

2027

 

 

67,710

 

2028

 

 

52,534

 

2029

 

 

39,579

 

Thereafter

 

 

130,289

 

Total

 

$

452,824

 

 

F-22

 

6.
Indebtedness

The following table discloses certain information regarding the Company’s unsecured and secured indebtedness (in thousands):

 

 

 

Carrying Value at
December 31,

 

 

Interest Rate(A) at
December 31,

 

Maturity Date at

 

 

2024

 

 

2023

 

 

2024

 

2023

 

December 31, 2024

Unsecured indebtedness:

 

 

 

 

 

 

 

 

 

 

 

 

Senior Notes

 

$

—

 

 

$

1,307,142

 

 

N/A

 

3.625%–4.70%

 

N/A

Senior Notes – discount, net

 

 

—

 

 

 

(1,384

)

 

 

 

 

 

 

Net unamortized debt issuance costs

 

—

 

 

 

(2,515

)

 

 

 

 

 

 

Total Senior Notes(B)

 

$

—

 

 

$

1,303,243

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term Loan

 

$

—

 

 

$

200,000

 

 

N/A

 

4.0% (C)

 

N/A

Net unamortized debt issuance costs

 

—

 

 

 

(1,144

)

 

 

 

 

 

 

Total Term Loan

 

$

—

 

 

$

198,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured indebtedness:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage Indebtedness – Fixed Rate

 

$

99,862

 

 

$

100,000

 

 

6.7%

 

6.7%

 

November 2028

Mortgage Indebtedness – Variable Rate

 

 

206,900

 

 

 

—

 

 

7.1%

 

N/A

 

September 2026

Net unamortized debt issuance costs

 

 

(5,389

)

 

 

(1,582

)

 

 

 

 

 

 

Total Mortgage Indebtedness

 

$

301,373

 

 

$

98,418

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total indebtedness

 

$

301,373

 

 

$

1,600,517

 

 

 

 

 

 

 
(A)
The interest rates reflected above for the Senior Notes represented the range of the coupon rate of the notes outstanding. The interest rate on variable-rate debt was calculated using the base rate and spread effective December 31, 2024.
(B)
Effective interest rates ranged from 3.8% to 4.8% as of December 31, 2023.
(C)
Reflected the utilization of a swap, which capped the variable-rate (SOFR) interest rate at 2.75%, plus a 10-basis point credit spread adjustment plus the applicable margin (0.95% at December 31, 2023), which was based on the Company’s long-term unsecured debt rating.

Senior Notes

In August 2024, the Company used cash on hand and proceeds from the Mortgage Facility, discussed below, to repay all of its outstanding senior unsecured indebtedness, including redeeming its senior unsecured notes due in 2025, 2026 and 2027 (the “Senior Notes”) and recorded Debt extinguishment costs of $6.7 million which included a make-whole amount of $4.1 million related to the redemption of its Senior Notes due in 2027. The make-whole premium was partially offset by $1.3 million of cash received upon the termination of the swaption which is recorded in (Loss) gain on derivative instruments (Note 7).

During the year, the Company repurchased $88.3 million aggregate principal amount of its outstanding Senior Notes at a discount to par. In connection with these purchases, the Company recorded a net Gain on debt retirement of $1.0 million.

Term Loan

In August 2024, the Company repaid in full all outstanding amounts under the Third Amended and Restated Term Loan Agreement, dated as of June 6, 2022 (the “Term Loan Agreement”), by and among the Company, Wells Fargo National Bank, as administrative agent, and the lenders from time to time party thereto. At the time of the repayment, the principal amount outstanding under the Term Loan Agreement was $200.0 million and the Company recorded Debt extinguishment costs of $0.9 million. The Company received $6.8 million of cash related to an interest rate swap that was also terminated in connection with the repayment of the Term Loan Agreement (Note 7).

Revolving Credit Facility

There were no revolving loans outstanding under the Revolving Credit Facility as of December 31, 2023. On August 15, 2024, the Company repaid in full all outstanding amounts under its unsecured revolving credit facility with a syndicate of financial institutions and JPMorgan Chase Bank, N.A., as administrative agent (the “Revolving Credit Facility”). Simultaneously with such repayment, the Company permanently terminated the lenders’ commitments under the Revolving Credit Facility in accordance with the terms thereof. At the time of termination of the lenders’ commitments, there were no revolving loans outstanding under the Revolving Credit Facility. The Company was required to comply with certain covenants under the Revolving Credit Facility relating to total outstanding indebtedness, secured indebtedness, value of unencumbered real estate assets and fixed charge coverage.

F-23

 

The Company was in compliance with these financial covenants through the termination date. In conjunction with the termination, the Company recorded $3.9 million in Debt extinguishment costs in the year ended December 31, 2024.

Mortgage Facility

On August 7, 2024, the Company closed and funded a $530.0 million mortgage loan (the “Mortgage Facility”) provided by affiliates of Atlas SP Partners, L.P. and Athene Annuity and Life Company (collectively, the “Lenders”). In connection with the Mortgage Facility’s closing, the Company terminated the Mortgage Commitment.

In connection with the Mortgage Facility’s closing, certain wholly-owned subsidiaries of the Company (collectively, the “Borrowers”) delivered certain promissory notes (collectively, the “Notes”) evidencing their obligation to pay the principal, interest and other amounts under the Mortgage Facility. The Notes are secured by, among other things, mortgages encumbering the Borrowers’ respective properties (a total of 23 properties at closing) (collectively, the “Properties”), and related personal property, leases and rents.

The Mortgage Facility will mature on September 6, 2026, subject to two one-year extensions at the Borrowers’ option (subject to satisfaction of certain conditions). The interest rate applicable to the Notes is equal to 30-day term Secured Overnight Financing Rate (“SOFR”) (subject to a rate index floor of 3.50%) plus a spread of 2.75% per annum. During the continuance of an event of default, the contract rate of interest on the Notes will increase to the lesser of (i) the maximum rate allowed by law or (ii) 4% above the interest rate then otherwise applicable.

The Mortgage Facility is structured as an interest only loan throughout the initial term and any exercised extension periods. The principal amount outstanding under the Mortgage Facility may be prepaid in whole or in part by the Borrowers at any time without penalty, provided that prepayments made prior to the first anniversary of the closing date in excess of 35% of the initial principal amount of the Mortgage Facility will be subject to Borrowers’ payment of a spread maintenance premium equal to 2.75% per annum based on the number of days remaining prior to the first anniversary of the closing date. So long as no default then exists and subject to other customary release conditions, the Borrowers may cause the Lenders to release Properties from the Mortgage Facility in connection with their sale by paying 115% of the initial loan amount allocated to such Property (plus the spread maintenance premium, if applicable) provided that after giving effect to such release, the debt yield of the remaining Properties is equal to or greater than (i) the debt yield on the Mortgage Facility’s closing date and (ii) the debt yield in effect immediately prior to such release.

All rents received from the Properties will be deposited into lockbox accounts in the name of the Borrowers for the benefit of and controlled by the Lenders. So long as no Trigger Period (as defined below) is continuing, Borrowers shall have control over all funds in such lockbox accounts. During a Trigger Period, substantially all amounts in the lockbox accounts will be remitted to a cash management account controlled by the Lenders on a daily basis and will be used by the Lenders to fund monthly debt service, real estate taxes, insurance, required reserves, other amounts owing to the Lenders and other property-level operating costs, with all remaining amounts to be held by the Lenders as additional collateral for the Mortgage Facility. A “Trigger Period” commences (i) upon the occurrence of any event of default under the Mortgage Facility (and ends upon the cure or waiver of the event of default); (ii) when the debt yield falls below 10.5% (and ends when the debt yield exceeds 10.5% for one calendar quarter); or (iii) upon any bankruptcy action with respect to any Borrower or manager of a Property that has not been discharged within 60 days of filing.

Throughout the term of the Mortgage Facility, the Company is required to maintain (i) a net worth of not less than 15% of the then outstanding principal amount of the loan (but in no event less than $100.0 million) and (ii) minimum liquid assets of not less than 5% of the then outstanding principal amount of the loan (but in no event less than $15.0 million). The Company was in compliance with these financial covenants at December 31, 2024.

As of December 31, 2024, the outstanding principal balance of the Mortgage Facility was $206.9 million and 13 properties continued to serve as collateral for the Mortgage Facility. In conjunction with the release of 10 Properties from the Mortgage Facility in connection with the dispositions occurring subsequent to the closing date, the Company recorded Debt extinguishment costs of $10.1 million in the year ended December 31, 2024.

F-24

 

Scheduled Principal Repayments

The scheduled principal repayments of the secured indebtedness, excluding extension options, as of December 31, 2024, were as follows (in thousands):

Year

 

Amount

 

2025

 

$

1,627

 

2026

 

 

208,640

 

2027

 

 

1,861

 

2028

 

 

94,634

 

 

 

 

306,762

 

Net unamortized debt issuance costs

 

 

(5,389

)

Total indebtedness

 

$

301,373

 

Total gross facility and administrative fees paid by the Company for its revolving credit facilities and term loans in 2024, 2023 and 2022 aggregated $1.3 million, $2.1 million and $2.2 million, respectively. The Company does not pay ongoing fees with respect to its secured indebtedness.

7.
Financial Instruments and Fair Value Measurements

The following methods and assumptions were used by the Company in estimating fair value disclosures of financial instruments.

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Accounts Payable and Other Liabilities

The carrying amounts reported in the Company’s consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities.

Other Fair Value Instruments

See discussion of fair value considerations of joint venture investments in Note 1.

Debt

The following methods and assumptions were used by the Company in estimating fair value disclosures of debt. The fair market value of senior notes was determined using a pricing model to approximate the trading price of the Company’s public debt. The fair market value for all other debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s non-performance risk and loan to value. The Company’s Senior Notes were, and all other debt is, classified as Level 2 and Level 3, respectively, in the fair value hierarchy. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments.

Carrying values that are different from estimated fair values are summarized as follows (in thousands):

 

December 31, 2024

 

 

December 31, 2023

 

 

Carrying
Amount

 

 

Fair
Value

 

 

Carrying
Amount

 

 

Fair
Value

 

Senior Notes

$

—

 

 

$

—

 

 

$

1,303,243

 

 

$

1,278,186

 

Revolving Credit Facility and Term Loan

—

 

 

—

 

 

 

198,856

 

 

 

200,000

 

Mortgage Indebtedness

 

301,373

 

 

 

309,228

 

 

 

98,418

 

 

 

102,903

 

 

$

301,373

 

 

$

309,228

 

 

$

1,600,517

 

 

$

1,581,089

 

 

Items Measured on Fair Value on a Recurring Basis

The Company maintained a swap agreement (included in Other Assets) measured at a fair value on a recurring basis of $11.1 million at December 31, 2023. In August 2024, the swap agreement was terminated. The estimated fair value was determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contract, are incorporated in the fair value to account for potential non-performance risk, including the Company’s own non-performance risk and the respective counterparty’s non-performance risk.

F-25

 

The valuation techniques used by the Company to determine such fair value fell within Level 2 of the fair value hierarchy.

Cash Flow Hedges of Interest Rate Risk

The Company may use swaps and caps as part of its interest rate risk management strategy. The swaps designated as cash flow hedges involved the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Prior to the termination and repayment of amounts outstanding under the Term Loan Agreement (Note 6) on August 15, 2024, the Company had one effective swap with a notional amount of $200.0 million, expiring in June 2027, which converted the variable-rate SOFR component of the interest rate applicable to its term loan to a fixed rate of 2.75%. In August of 2024, in conjunction with the repayment of the Term Loan Agreement (Note 6), the swap was terminated and re-designated to convert the variable-rate SOFR component of the interest rate applicable to $200.0 million of the loan outstanding under the new Mortgage Facility to a fixed rate of 2.75%. At the time of termination, the Company received a cash payment of $6.8 million and the fair value of the derivative remaining in Accumulated Other Comprehensive Income was $6.4 million. This amount will be subsequently reclassified into interest expense in the period that the hedged forecasted transaction is probable of affecting earnings (Note 10).

All components of the swap were included in the assessment of hedge effectiveness. The Company expects to reflect within the next 12 months, a decrease to interest expense (and a corresponding increase to earnings) of approximately $2.2 million.

Derivative – Unsecured Notes

In 2023, the Company entered into swaption agreements with a notional amount aggregating $450.0 million to partially hedge the impact of changes in benchmark interest rates on potential yield maintenance premiums applicable to the redemption of its Senior Notes due in 2027. The swaptions did not qualify for hedge accounting. As a result, these derivative instruments were recorded in the Company’s consolidated balance sheets at fair market value, with changes in value recorded through earnings as of each balance sheet date until exercise or expiration. In August 2024, the swaption agreements were terminated and the Company received a cash payment of $1.3 million. The Company reported a non-cash loss of $5.5 million and a non-cash gain of $2.1 million related to the valuation adjustments associated with these instruments for the years ended December 31, 2024 and 2023, which is recorded in (Loss) gain on derivative instruments on the Company’s consolidated statement of operations, respectively.

 

8.
Commitments and Contingencies

Legal Matters

The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

Commitments and Guaranties

In conjunction with the redevelopment of various shopping centers, the Company had entered into commitments with general contractors aggregating approximately $0.4 million for its properties (excluding Curbline redevelopment noted below) as of December 31, 2024. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through cash on hand, operating cash flows, or assets sales. These contracts typically can be changed or terminated without penalty.

In connection with the sale of two properties in 2024, the Company guaranteed additional construction costs to complete re-tenanting work at the properties and deferred maintenance, all of which were recorded as a liability. As of December 31, 2024, the Company had a liability of approximately $7.2 million. The amount is recorded in accounts payable and other liabilities on the Company’s consolidated balance sheet.

Additionally, the Separation and Distribution Agreement contains obligations to complete certain redevelopment projects at properties that are owned by Curbline. At the time of the spin-off, such redevelopment projects were estimated to cost $33.7 million to complete. At December 31, 2024 the remaining estimated cost to complete the redevelopment projects was $32.9 million.

The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At December 31, 2024, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.3 million related to the maintenance of its properties and general and administrative expenses.

F-26

 

At December 31, 2024, the Company had letters of credit outstanding of $9.2 million. The Company has not recorded any obligation associated with these letters of credit, the majority of which serve as collateral to secure the Company’s obligation to third-party insurers with respect to limited reinsurance provided by the Company’s captive insurance company.

9.
Preferred Shares, Common Shares and Common Shares in Treasury and Non-Controlling Interests

Preferred Shares

In 2024, the Company redeemed all $175.0 million aggregate liquidation preference of its 6.375% Class A Cumulative Redeemable Preferred Shares (the “Class A Preferred Shares”) at a redemption price of $500.00 per Class A Preferred Share (or $25.00 per depositary share) plus accrued and unpaid dividends of $3.6302 per Class A Preferred Share (or $0.1815 per depositary share). The Company recorded a charge of $6.2 million to net income attributable to common shareholders, which represents the difference between the redemption price and the carrying amount immediately prior to redemption, which was recorded to additional paid-in capital upon original issuance.

The Company’s authorized preferred shares consist of the following:

•
750,000 of each: Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I, Class J and Class K Cumulative Redeemable Preferred Shares, without par value
•
750,000 Non-Cumulative Preferred Shares, without par value
•
2,000,000 Cumulative Voting Preferred Shares, without par value

Common Share Dividends

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

Common share cash dividends declared per share

$

1.04

 

 

$

2.72

 

 

$

2.08

 

Curbline Properties spin-off stock dividend per share

 

44.58

 

 

 

—

 

 

 

—

 

The Company’s aggregate cash dividends declared in 2024 represent $0.52 per common share for each of the first and second quarters prior to the completion of the spin-off of Curbline. The aggregate cash dividends declared in 2023 of $2.72 per common share included a special cash dividend of $0.64 per common share attributable to significant dispositions activity consummated in 2023, which was paid on January 12, 2024.

On the spin-off date of October 1, 2024, holders of the Company’s common shares received two shares of common stock of Curbline for every one common share of the Company held on the record date of September 23, 2024. Each Curbline share was valued at $22.29, representing a total stock dividend of $44.58 per common share.

Common Shares in Treasury

The Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to purchase up to a maximum value of $100.0 million of its common shares. In 2023 and late December 2022, the Company repurchased 0.4 million and 0.1 million common shares, respectively, in open market transactions at an aggregate cost of $20.0 million and $6.6 million, respectively, all of which settled in 2023 at an aggregate weighted-average price of $53.76 per share. The foregoing information regarding share repurchases is adjusted to reflect the one-for-four reverse split of the Company’s common shares in August 2024. As part of the reverse stock split in August 2024, 1.2 million treasury shares with a cost basis of $64.0 million were cancelled resulting in a corresponding decrease in additional paid in capital, outstanding shares and par value.

Non-Controlling Interests

In 2023, the Company redeemed all of is outstanding operating partnership units (“OP Units”) for cash at an aggregate cost of $1.7 million. The gain on the transaction was reflected as Additional Paid-in Capital in the Company’s consolidated statements of equity. In 2022, the Company paid $1.4 million in earnouts, related to the prior acquisition of its partner’s interest in Paradise Village Gateway (Phoenix, Arizona) which are reflected as Additional Paid-in Capital in the Company’s consolidated statements of equity.

F-27

 

10.
Other Comprehensive Income

The changes in Accumulated Other Comprehensive Income by component are as follows (in thousands):

 

Gains and Losses
on Cash Flow
Hedges

 

 

Balance, December 31, 2021

$

—

 

 

Change in cash flow hedges

 

9,415

 

 

Amounts reclassified from accumulated other comprehensive income
   to interest expense(A)

 

(377

)

 

Net current-period other comprehensive income

 

9,038

 

 

Balance, December 31, 2022(B)

 

9,038

 

 

Change in cash flow hedges

 

416

 

 

Amounts reclassified from accumulated other comprehensive income
   to interest expense(A)

 

(3,333

)

 

Net current-period other comprehensive loss

 

(2,917

)

 

Balance, December 31, 2023(B)

 

6,121

 

 

Change in cash flow hedges

 

3,315

 

 

Amounts reclassified from accumulated other comprehensive income
   to interest expense(A)

 

(3,964

)

 

Balance, December 31, 2024(B)

$

5,472

 

 

 

(A)
Classified in Interest Expense in the Company’s consolidated statements of operations.
(B)
Includes derivative financial instruments entered into by the Company (Note 7) and an unconsolidated joint venture.
11.
Impairment Charges

The Company recorded impairment charges based on the difference between the carrying value of the three properties and their estimated fair market values totaling $138.2 million for the year ended December 31, 2024 and $7.0 million for the year ended December 31, 2022. In 2024, the impairment charges recorded were triggered by a change in the hold period assumptions and these properties were subsequently sold in 2024. In 2022, the impairment charge was recorded as a result of a tenant exercising a $7.0 million fixed-price purchase option on their building pursuant to the lease agreement. This asset was sold in the fourth quarter of 2022.

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

 

 

Fair Value Measurements

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Total
Impairment Charges

 

December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-lived assets held and used

 

 

—

 

 

 

—

 

 

$

138.2

 

 

$

138.2

 

 

$

66.6

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-lived assets held and used

 

 

—

 

 

 

—

 

 

 

7.0

 

 

 

7.0

 

 

 

2.5

 

 

The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value (in millions, except per square foot):

 

 

Quantitative Information About Level 3 Fair Value Measurements

 

 

 

 

 

 

Valuation

 

 

 

 

 

Description

 

Fair Value

 

 

Technique

 

Unobservable Inputs

 

Range

 

Impairment of consolidated assets

 

$

22.2

 

 

Indicative Bid

 

Indicative Bid(A)

 

N/A

 

 

 

 

116.0

 

 

Income Capitalization Approach

 

Market Capitalization Rate

 

7.0%—7.7%

 

 

 

 

 

 

 

 

Cost per square foot

 

$

44

 

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

F-28

 

For the impairment charge recorded in the year ended December 31, 2022, the valuation techniques and unobservable inputs used by the Company to determine fair value measurements were based upon an indicative bid and developed by third-party sources (including offers and comparable sales values), subject to the Company’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated fair values. Assets where the Company identified an impairment charge, were generally sold within one year of the period in which the impairment charge was recorded.

 

12. Discontinued Operations

On October 1, 2024, the Company completed the spin-off of 79 convenience properties to Curbline, a separate publicly-traded company. The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected as discontinued operations for all periods presented. The following table presents the assets and liabilities associated with the Curbline properties (in thousands):

 

 

December 31, 2023

 

Assets

 

 

 

Land

 

$

316,212

 

Buildings

 

 

622,414

 

Fixtures and tenant improvements

 

 

58,676

 

 

 

 

997,302

 

Less: Accumulated depreciation

 

 

(136,168

)

 

 

 

861,134

 

Construction in progress and land

 

 

13,504

 

Total real estate assets, net

 

 

874,638

 

Cash and cash equivalents

 

 

566

 

Restricted cash

 

 

155

 

Accounts receivable

 

 

11,528

 

Intangible assets, net

 

 

34,330

 

Other assets

 

 

415

 

   Assets related to discontinued operations

 

$

921,632

 

 

 

 

 

Liabilities and Equity

 

 

 

Mortgage indebtedness, net

 

$

25,758

 

Below market leases, net

 

 

21,243

 

Accounts payable and other liabilities

 

 

11,993

 

   Liabilities related to discontinued operations

 

$

58,994

 

The operating results related to the Curbline properties were as follows (in thousands):

 

 

For the Year Ended December 31,

 

 

 

2024(1)

 

 

2023

 

 

2022

 

Revenue from Operations:

 

 

 

 

 

 

 

 

 

Rental income

 

$

85,386

 

 

$

93,004

 

 

$

72,855

 

Other income

 

 

572

 

 

 

656

 

 

 

281

 

 

 

 

85,958

 

 

 

93,660

 

 

 

73,136

 

 

 

 

 

 

 

 

 

 

 

Rental operation expenses:

 

 

 

 

 

 

 

 

 

Operating and maintenance

 

 

9,532

 

 

 

10,653

 

 

 

7,385

 

Real estate taxes

 

 

9,307

 

 

 

11,261

 

 

 

7,990

 

General and administrative

 

 

208

 

 

 

—

 

 

 

—

 

Depreciation and amortization

 

 

29,556

 

 

 

31,849

 

 

 

26,534

 

 

 

 

48,603

 

 

 

53,763

 

 

 

41,909

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(416

)

 

 

(1,520

)

 

 

(1,619

)

Transaction costs and other expense

 

 

(30,879

)

 

 

(2,376

)

 

 

(10

)

Gain on disposition of real estate

 

 

—

 

 

 

371

 

 

 

—

 

 

 

 

(31,295

)

 

 

(3,525

)

 

 

(1,629

)

Net income attributable to discontinued operations

 

$

6,060

 

 

$

36,372

 

 

$

29,598

 

(1) Through September 30, 2024.

F-29

 

The following table summarizes non-cash flow data related to discontinued operations (in thousands):

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

Accounts payable related to construction in progress

$

—

 

 

$

1.5

 

 

$

3.9

 

Assumption of buildings due to ground lease terminations

 

2.7

 

 

 

—

 

 

 

—

 

Recognition of below market ground leases

 

13.7

 

 

 

—

 

 

 

—

 

For the years ended December 31, 2024, 2023 and 2022, capital expenditures included in discontinued operations were $234.7 million, $187.6 million and $323.5 million, respectively.

13. Transactions with Curbline Properties

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

Separation and Distribution Agreement

The Company, Curbline Properties, and the Operating Partnership entered into the Separation and Distribution Agreement, which sets forth, among other things, the Company’s agreements with Curbline Properties and the Operating Partnership regarding the principal transactions necessary to separate Curbline Properties and the Operating Partnership from SITE Centers, including providing for the allocation among the Company, Curbline Properties and the Operating Partnership of the Company’s assets, liabilities and obligations attributable to periods both prior to and following the separation of Curbline Properties and the Operating Partnership from SITE Centers. Furthermore, the Separation and Distribution Agreement governs the rights and obligations among the Company, Curbline Properties and the Operating Partnership regarding the distribution both prior to and following the completion of the separation.

The Separation and Distribution Agreement contains obligations for the Company to complete certain redevelopment projects at properties that are owned by Curbline Properties. As of December 31, 2024, such redevelopment projects were estimated to cost $32.9 million to complete which is recorded in Amounts payable to Curbline in the Company’s consolidated balance sheets.

Tax Matters Agreement

The Company entered into a tax matters agreement, or the Tax Matters Agreement, with Curbline Properties and the Operating Partnership that governs the respective rights, responsibilities and obligations of the Company, Curbline Properties and the Operating Partnership with respect to various tax matters. Pursuant to the Tax Matters Agreement, (i) the Company (a) represented that, commencing with its taxable year ending in December 31, 1993 through its taxable year ending on December 31, 2023, the Company was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, or the Code and (b) covenanted to qualify as a REIT under the Code for its taxable year ending December 31, 2024 (unless the Company obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the U.S. Internal Revenue Service, or IRS, to the effect that the Company’ failure to maintain its REIT status will not cause Curbline Properties to fail to qualify as a REIT) and (ii) Curbline Properties covenanted to (a) be organized and operated so that it will qualify as a REIT for its initial taxable year ending December 31, 2024 and (b) elected to be taxed as a REIT commencing with its initial taxable year ending December 31, 2024.

Employee Matters Agreement

In connection with the separation and distribution, the Company entered into an employee matters agreement, or the Employee Matters Agreement, with Curbline Properties and the Operating Partnership that governs the respective rights, responsibilities, and obligations of the Company, Curbline Properties and the Operating Partnership after the separation with respect to transitioning employees, equity plans and retirement plans, health and welfare benefits, and other employment, compensation, and benefit-related matters. The Employee Matters Agreement also generally provides that the Company and Curbline is each responsible for the employment and compensation of its own employees and for the costs associated with providing its employee’s health and welfare benefits and retirement and other compensation plans.

F-30

 

Shared Services Agreement

The Shared Services Agreement provides that, subject to the supervision of the Company’s Board of Directors and executives, Curbline and the Operating Partnership or its affiliates will provide the Company (i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operation of a REIT similarly situated to the Company, including supervising various business functions of the Company necessary for the day-to-day management operations of the Company and its affiliates and (ii) transaction services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to the Company.

The Shared Services Agreement also requires the Company to provide the Operating Partnership and its affiliates the services of its employees and the use or benefit of the Company’s assets, offices and other resources as may be necessary or useful to establish and operate various business functions of the Operating Partnership and its affiliates in a manner as would be established and operated for a REIT similarly situated to Curbline Properties. The Operating Partnership has the authority to supervise the employees of the Company and its affiliates and direct and control the day-to-day activities of such employees while such employees are providing services to the Operating Partnership or its affiliates under the Shared Services Agreement. The agreement also provides Curbline Properties an option to lease a portion of the Company’s Beachwood headquarters which is exercisable until the earlier of the three-year anniversary of the agreement or certain terminations of the agreement as noted below. The fair value of the services provided to Curbline Properties, which was in excess of the fees received by and the fair value of the services received by the Company, is reflected as $0.5 million of additional fee income within Fee and Other Income and $0.5 million of expense within Transaction Costs and Other Expense, in the Company’s consolidated statements of operations for the year ended December 31, 2024.

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

Other

Curbline Properties owns two properties subject to ground leases with the Company. The Company owns a portion of three properties subject to ground leases with Curbline Properties. No payments are due under these leases. These five properties are governed by Declarations of Easements, Covenants and Restrictions under which the declarant is responsible for the common area maintenance and of the shared common areas and real estate taxes of combined parcels and the other party is required to reimburse the declarant for its proportionate share of the expenses.

Summary

For the year ended December 31, 2024, the Company recorded in Fee and Other Income on the Company’s consolidated statements of operations $0.6 million which represents 2% of Curbline’s Gross Revenue and $0.5 million for the incremental fair value of services provided to Curbline. Amounts payable to Curbline and amounts receivable from Curbline as of December 31, 2024, under the agreements described above, aggregated $33.8 million (including obligations to complete redevelopments) and $1.8 million, respectively.

14.
Stock-Based Compensation Plans and Employee Benefits

Stock-Based Compensation

The Company’s equity-based award plans provide for grants to Company employees and directors of incentive and non-qualified options to purchase common shares, rights to receive the appreciation in value of common shares, awards of common shares subject to restrictions on transfer, awards of common shares issuable in the future upon satisfaction of certain conditions and rights to purchase common shares and other awards based on common shares. Under the terms of the plans, 2.7 million common shares were available for grant of future awards as of December 31, 2024.

F-31

 

Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties

Under the anti-dilution provisions of the Company’s equity incentive plan and the respective award agreement, anti-dilution adjustments were applied to all outstanding equity awards in connection with the reverse stock split consummated in August 2024 and the spin-off of Curbline Properties consummated in October 2024. The number of awards were adjusted so as to retain the same intrinsic value immediately after the reverse stock split and spin-off that the award had immediately prior to the spin-off.

Restricted Share Units

The Board of Directors approved grants to officers of the Company of restricted common share units (“RSUs”) of 160,735 in 2024, 258,222 in 2023 and 37,479 in 2022. These grants generally vest in equal annual amounts over a three- to five-year period. RSUs generally receive cash payments which are equivalent to the cash dividends paid on the Company’s common shares. These grants have a weighted-average fair value at the date of grant ranging from $8.95 to $17.43, which was equal to the market value of the Company’s common shares at the date of grant, as adjusted (discussed above).

The Company issued common shares to its non-employee directors, as a component of compensation. The grant value was equal to the market value of the Company’s common shares at the date of grant. Common shares issued to directors through September 30, 2024, under the previous director compensation program, were fully vested upon grant. In October 2024, the Company issued 52,326 RSUs to non-employee directors under a new director compensation program that are subject to a three-year vesting requirement.

Performance-Based Restricted Share Units

In 2024, the Board of Directors approved grants of performance-based restricted share units (“PRSUs”) to the Company’s named executive officers. In 2023 and 2022, the Board of Directors approved PRSU grants to the Company’s four named executive officers and one additional officer. These PRSUs covered a “target” number of shares, subject to three-year performance periods beginning on the respective March 1 and ending after a three-year period on the respective February 28.

In March 2024, 2023 and 2022, the Company issued 36,604 common shares, 139,889 common shares and 129,813 common shares, respectively, in settlement of PRSUs granted in 2021, 2020 and 2019, respectively. Grant date fair values aggregated $3.9 million for each of 2024, 2023 and 2022, all to be amortized ratably over the performance period ending three years from the date of grant.

In connection with the spin-off of Curbline Properties, performance under each outstanding PRSU award was determined as of the close of trading on September 30, 2024, and resulting time-based RSUs were awarded to holders, based on the greater of actual performance to that date under the PRSU award and 150% of the target number of PRSUs.

All RSUs outstanding at the time of the Curbline spin-off (including RSUs awarded on account of settled PRSUs as described above) were equitably adjusted into time-based RSUs of Curbline Properties (for holders whose employment was transferred to Curbline Properties, including the Chief Executive Officer, Chief Financial Officer and Chief Investment Officer) or SITE Centers (for holders whose employment remained at the Company, including the General Counsel) so that the settled awards generally retained, immediately after the spin-off, substantially the same intrinsic value that they had immediately prior to the spin-off. These RSUs remain subject to continued employment requirements.

Summary of Unvested Share Awards

The following table reflects the activity for the unvested awards pursuant to all restricted stock grants:

 

Awards
(Thousands)

 

 

Weighted-Average
Grant Date
Fair Value

 

Unvested at December 31, 2023

 

352

 

 

$

13.33

 

Granted

 

153

 

 

 

16.31

 

Vested

 

(125

)

 

 

12.24

 

Cancelled(A)

 

(149

)

 

 

15.04

 

Unvested at December 31, 2024

 

231

 

 

$

12.16

 

(A) Includes RSU awards held by employees that were transferred to Curbline Properties as part of the spin-off, which RSUs were adjusted into RSU awards payable in common shares of Curbline Properties under its equity and incentive compensation plan (such that they no longer hold RSU awards payable in Company common shares).

As of December 31, 2024, total unrecognized compensation for the restricted awards granted under the plans as summarized above was $2.1 million, which is expected to be recognized over a weighted-average 1.5-year term.

F-32

 

Stock Options

The Company had 0.1 million, 0.1 million and 0.2 million stock options outstanding at December 31, 2024, 2023 and 2022, respectively, all exercisable, at a weighted-average price of $30.96, $31.11 and $31.06, none of which have any intrinsic value.

Deferred Compensation Plans

The Company maintains a 401(k) defined contribution plan covering substantially all of the officers and employees of the Company in accordance with the provisions of the Code. Also, for certain officers, the Company maintains the Elective Deferred Compensation Plan, a non-qualified plan, which permits the deferral of cash base salaries, commissions and annual performance-based cash bonuses. In addition, directors of the Company were permitted to defer all or a portion of their fees pursuant to the Directors’ Deferred Compensation Plan, a non-qualified plan. In 2024, in preparation for the spin-off of Curbline Properties, the Directors’ Deferred Compensation Plan was terminated and, pursuant to its terms, the remaining account balances will be distributed to participants in the first half of 2025. All of these plans were fully funded at December 31, 2024.

15.
Earnings Per Share

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

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

Numerators – Basic and Diluted

 

 

 

 

 

 

 

 

Continuing Operations:

 

 

 

 

 

 

 

 

Net income

$

525,764

 

 

$

229,349

 

 

$

139,194

 

Income attributable to non-controlling interests

 

—

 

 

 

(18

)

 

 

(73

)

Preferred dividends (including original issuance costs)

 

(15,793

)

 

 

(11,156

)

 

 

(11,156

)

Earnings attributable to unvested shares and OP Units

 

(2,292

)

 

 

(606

)

 

 

(484

)

Net income attributable to common shareholders after
   allocation to participating securities

 

507,679

 

 

 

217,569

 

 

 

127,481

 

Discontinued Operations:

 

 

 

 

 

 

 

 

Income from discontinued operations

$

6,060

 

 

 

36,372

 

 

 

29,598

 

Total

$

513,739

 

 

$

253,941

 

 

$

157,079

 

 

 

 

 

 

 

 

 

 

Denominators – Number of Shares

 

 

 

 

 

 

 

 

Basic – Average shares outstanding

 

52,393

 

 

 

52,365

 

 

 

53,250

 

Assumed conversion of dilutive securities:

 

 

 

 

 

 

 

 

PRSUs

 

191

 

 

 

40

 

 

 

186

 

OP Units

 

—

 

 

 

—

 

 

 

35

 

Diluted – Average shares outstanding

 

52,584

 

 

 

52,405

 

 

 

53,471

 

 

 

 

 

 

 

 

 

 

Earnings Per Share:

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

From continuing operations

$

9.69

 

 

$

4.16

 

 

$

2.40

 

From discontinued operations

 

0.12

 

 

 

0.69

 

 

 

0.55

 

Total

$

9.81

 

 

$

4.85

 

 

$

2.95

 

Diluted

 

 

 

 

 

 

 

 

From continuing operations

$

9.65

 

 

$

4.16

 

 

$

2.39

 

From discontinued operations

 

0.12

 

 

 

0.69

 

 

 

0.55

 

Total

$

9.77

 

 

$

4.85

 

 

$

2.94

 

Basic average shares outstanding do not include restricted shares totaling 0.2 million, 0.3 million and 0.2 million at years ended December 31, 2024, 2023 and 2022, respectively, that were not vested (Note 14).

The following potentially dilutive securities were considered in the calculation of EPS:

•
PRSUs issued to certain executives were considered in the computation of diluted EPS for all periods presented.

F-33

 

•
The exchange into common shares associated with OP Units was included in the computation of diluted EPS for the year ended December 31, 2022. The OP Units were redeemed in 2023 (Note 9).
•
Options to purchase common shares that were outstanding were not considered in the computation of diluted EPS, as the options were anti-dilutive for all years presented (Note 14).
16.
Income Taxes

The Company elected to be treated as a REIT under the Code, commencing with its taxable year ended December 31, 1993. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that the Company distribute at least 90% of its taxable income (excluding net capital gains) to its shareholders. It is management’s current intention to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income it distributes to its shareholders. As the Company distributed sufficient taxable income for each of the three years ended December 31, 2024, 2023 and 2022, no U.S. federal income or excise taxes were incurred.

If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain foreign, state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income. In addition, the Company has historically utilized a TRS that is subject to federal, state and local income taxes on any taxable income generated from its operational activity.

In order to maintain its REIT status, the Company must meet certain income tests to ensure that its gross income consists of passive income and not income from the active conduct of a trade or business. The Company historically utilized a TRS to the extent certain fee and other miscellaneous non-real estate-related income could not be earned by the REIT. In January 2025, the Company eliminated its TRS.

For the years ended December 31, 2024, 2023 and 2022, the Company made net state and local tax payments of $1.0 million and $1.8 million and $0.6 million, respectively.

The following represents the activity of the Company’s TRS (in thousands):

 

 

For the Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Book income (loss) before income taxes

 

$

19,644

 

 

$

6,450

 

 

$

6,374

 

Current

 

$

—

 

 

$

—

 

 

$

—

 

Deferred

 

 

—

 

 

 

—

 

 

 

—

 

Total income tax expense

 

$

—

 

 

$

—

 

 

$

—

 

The differences between total income tax expense and the amount computed by applying the statutory income tax rate to income before taxes with respect to its TRS activity were as follows (in thousands):

 

 

For the Year Ended December 31,

 

TRS

 

2024

 

 

2023

 

 

2022

 

Statutory Rate

 

 

21

%

 

 

21

%

 

 

21

%

Statutory rate applied to pre-tax income (loss)

 

$

4,125

 

 

$

1,355

 

 

$

1,339

 

Deferred tax impact of contributions of assets

 

 

—

 

 

 

—

 

 

 

(7,542

)

Deferred tax impact of tax rate change

 

 

80

 

 

 

339

 

 

 

261

 

Valuation allowance (decrease) increase based on impact
   of tax rate change

 

 

(80

)

 

 

(339

)

 

 

(261

)

Valuation allowance (decrease) increase – other deferred

 

 

(5,416

)

 

 

(1,337

)

 

 

6,094

 

Expiration of capital loss carryforward

 

 

—

 

 

 

—

 

 

 

—

 

Other

 

 

1,291

 

 

 

(18

)

 

$

109

 

Total expense

 

$

—

 

 

$

—

 

 

$

—

 

Effective tax rate

 

 

0.00

%

 

 

0.00

%

 

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

F-34

 

 

Deferred tax assets and liabilities of the Company’s TRS were as follows (in thousands):

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

Deferred tax assets(A)

$

29,801

 

 

$

36,056

 

Deferred tax liabilities

 

-

 

 

 

(139

)

Valuation allowance

 

(29,801

)

 

 

(35,917

)

Net deferred tax asset

$

—

 

 

$

—

 
(A)
At December 31, 2024, primarily attributable to $18.3 million of net operating losses and $10.5 million of book/tax differences in joint venture investments. At December 31, 2023, primarily attributable to $20.5 million of net operating losses, $9.8 million of book/tax differences in joint venture investments. The TRS net operating loss carryforwards will expire in varying amounts between the years 2025 and 2036, except for approximately $6.8 million in both 2024 and 2023 that does not expire and is limited to 80% of taxable income.

Reconciliation of GAAP net income attributable to SITE Centers to taxable income is as follows (in thousands):

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

GAAP net income attributable to SITE Centers

$

531,824

 

 

$

265,703

 

 

$

168,719

 

Book/tax differences

 

175,622

 

 

 

(57,471

)

 

 

(60,732

)

Taxable income before adjustments

 

707,446

 

 

 

208,232

 

 

 

107,987

 

Less: Net operating loss carryforward

 

—

 

 

 

(54,466

)

 

 

—

 

Less: Capital gains

 

—

 

 

 

—

 

 

 

(7,664

)

Taxable income subject to the 90% dividend requirement

$

707,446

 

 

$

153,766

 

 

$

100,323

 

Cash dividends declared applicable to tax years ended December 31, 2024, 2023 and 2022, were in excess of taxable income. The Company satisfied it REIT distribution requirement by distributing $46.14, $2.72 and $2.04 per share of common stock and $1.38, $1.59 and $1.59 per depository share of preferred stock for the years ended December 31, 2024, 2023 and 2022, respectively. The common stock distributions for the year ended December 31, 2024 were comprised of regular cash distributions of $0.52 per share of common stock for three quarters and a stock distribution of $44.58. The common stock distributions for the year ended December 31, 2023 were comprised of regular quarterly cash distributions of $0.52 per share of common stock and a special cash distribution of $0.64 per share of common stock. The common stock distributions for the year ended December 31, 2022 were comprised of three quarterly cash distributions of $0.52 per share of common stock and one quarterly cash distribution of $0.48 per share of common stock. The taxability of such distribution for the year ended December 31, 2024 is as follows:

 

 

For the Year Ended December 31,

 

Common Shares

 

2024

 

 

2023

 

 

2022

 

Distributions paid per share

 

$

46.14

 

 

$

2.72

 

 

$

2.04

 

Ordinary income

 

—%

 

 

29%

 

 

83%

 

Return of capital

 

71%

 

 

—%

 

 

11%

 

Capital gains

 

29%

 

 

71%

 

 

6%

 

 

 

 

 

 

 

 

 

 

 

Preferred Shares

 

 

 

 

 

 

 

 

 

Distributions paid per share

 

$

1.38

 

 

$

1.59

 

 

$

1.59

 

Ordinary income

 

—%

 

 

29%

 

 

93%

 

Return of capital

 

—%

 

 

—%

 

 

—%

 

Capital gains

 

100%

 

 

71%

 

 

7%

 

 

F-35

 

SCHEDULE II

SITE Centers Corp.

Valuation and Qualifying Accounts and Reserves

For the Years Ended December 31, 2024, 2023 and 2022

(In thousands)

 

 

Balance at
Beginning of
Year

 

 

Charged to
Expense

 

 

Deductions

 

 

Balance at
End of
Year

 

Year ended December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

Allowance for uncollectible accounts(A)

$

2,168

 

 

$

1,277

 

 

$

1,860

 

 

$

1,585

 

Valuation allowance for deferred tax assets(B)

$

35,917

 

 

$

—

 

 

$

6,116

 

 

$

29,801

 

Year ended December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

Allowance for uncollectible accounts(A)

$

3,340

 

 

$

(430

)

 

$

742

 

 

$

2,168

 

Valuation allowance for deferred tax assets(B)

$

37,593

 

 

$

—

 

 

$

1,676

 

 

$

35,917

 

Year ended December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

Allowance for uncollectible accounts(A)

$

4,720

 

 

$

111

 

 

$

1,491

 

 

$

3,340

 

Valuation allowance for deferred tax assets

$

31,760

 

 

$

5,833

 

 

$

—

 

 

$

37,593

 
(A)
Includes allowances on straight-line rents.
(B)
Amounts charged to expense are discussed further in Note 16.

F-36

 

SCHEDULE III

SITE Centers Corp.

Real Estate and Accumulated Depreciation

December 31, 2024

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Cost,

 

 

 

 

 

 

 

Initial Cost

 

Total Cost(1)

 

 

 

 

 

Net of

 

 

 

 

 

Date of

 

 

 

 

Buildings &

 

 

 

 

Buildings &

 

 

 

 

 

Accumulated

 

 

Accumulated

 

 

 

 

 

Construction (C)

Location

Land

 

 

Improvements

 

Land

 

 

Improvements

 

 

Total

 

 

Depreciation(2)

 

 

Depreciation

 

 

Encumbrances(3)

 

 

Acquisition (A)

Phoenix, AZ

 

13,069

 

 

 

14,751

 

 

 

13,069

 

 

 

21,675

 

 

 

34,744

 

 

 

12,022

 

 

 

22,722

 

 

 

16,015

 

 

1999 (A)

Phoenix, AZ

 

7,856

 

 

 

14,926

 

 

 

7,613

 

 

 

17,007

 

 

 

24,620

 

 

 

11,934

 

 

 

12,686

 

 

 

17,421

 

 

2003 (A)

Long Beach, CA

 

-

 

 

 

147,918

 

 

 

-

 

 

 

205,227

 

 

 

205,227

 

 

 

129,937

 

 

 

75,290

 

 

 

—

 

 

2005 (C)

Colorado Springs, CO

 

4,111

 

 

 

22,140

 

 

 

4,111

 

 

 

28,333

 

 

 

32,444

 

 

 

10,154

 

 

 

22,290

 

 

 

9,990

 

 

2011 (A)

Parker, CO

 

680

 

 

 

8,398

 

 

 

680

 

 

 

8,824

 

 

 

9,504

 

 

 

3,198

 

 

 

6,306

 

 

 

4,377

 

 

2003 (A)

Parker, CO

 

398

 

 

 

21,512

 

 

 

398

 

 

 

26,126

 

 

 

26,524

 

 

 

9,354

 

 

 

17,170

 

 

 

9,163

 

 

2003 (A)

Fort Walton Beach, FL

 

3,643

 

 

 

5,612

 

 

 

3,462

 

 

 

5,578

 

 

 

9,040

 

 

 

1,101

 

 

 

7,939

 

 

 

—

 

 

2021 (A)

Winter Garden, FL

 

18,605

 

 

 

105,037

 

 

 

19,124

 

 

 

114,249

 

 

 

133,373

 

 

 

45,985

 

 

 

87,388

 

 

 

—

 

 

2013 (A)

Atlanta, GA

 

14,078

 

 

 

41,050

 

 

 

14,078

 

 

 

48,841

 

 

 

62,919

 

 

 

24,293

 

 

 

38,626

 

 

 

23,447

 

 

2009 (A)

Roswell, GA

 

6,566

 

 

 

15,005

 

 

 

7,894

 

 

 

29,925

 

 

 

37,819

 

 

 

16,628

 

 

 

21,191

 

 

 

10,486

 

 

2007 (A)

Chicago, IL

 

22,642

 

 

 

82,754

 

 

 

22,642

 

 

 

85,122

 

 

 

107,764

 

 

 

30,363

 

 

 

77,401

 

 

 

29,145

 

 

2014 (A)

Chicago, IL

 

23,588

 

 

 

45,632

 

 

 

23,588

 

 

 

46,066

 

 

 

69,654

 

 

 

13,830

 

 

 

55,824

 

 

 

30,383

 

 

2017 (A)

Brentwood, MO

 

10,018

 

 

 

32,053

 

 

 

10,018

 

 

 

41,336

 

 

 

51,354

 

 

 

31,258

 

 

 

20,096

 

 

 

—

 

 

1998 (A)

East Hanover, NJ

 

3,847

 

 

 

23,798

 

 

 

3,847

 

 

 

30,081

 

 

 

33,928

 

 

 

17,842

 

 

 

16,086

 

 

 

9,908

 

 

2007 (A)

Edgewater, NJ

 

7,714

 

 

 

30,473

 

 

 

7,714

 

 

 

49,814

 

 

 

57,528

 

 

 

21,915

 

 

 

35,613

 

 

 

—

 

 

2007 (A)

Princeton, NJ

 

17,991

 

 

 

82,063

 

 

 

18,998

 

 

 

131,619

 

 

 

150,617

 

 

 

85,409

 

 

 

65,208

 

 

 

99,862

 

 

1997 (A)

Chapel Hill, NC

 

5,641

 

 

 

3,727

 

 

 

5,641

 

 

 

3,727

 

 

 

9,368

 

 

 

111

 

 

 

9,257

 

 

 

—

 

 

2024 (A)

Chapel Hill, NC

 

4,500

 

 

 

2,892

 

 

 

4,500

 

 

 

2,969

 

 

 

7,469

 

 

 

98

 

 

 

7,371

 

 

 

—

 

 

2024 (A)

Stow, OH

 

993

 

 

 

9,028

 

 

 

993

 

 

 

48,669

 

 

 

49,662

 

 

 

31,779

 

 

 

17,883

 

 

 

—

 

 

1969 (C)

Portland, OR

 

10,122

 

 

 

37,457

 

 

 

10,122

 

 

 

38,639

 

 

 

48,761

 

 

 

6,989

 

 

 

41,772

 

 

 

14,614

 

 

2019 (A)

Easton, PA

 

7,691

 

 

 

20,405

 

 

 

7,691

 

 

 

21,792

 

 

 

29,483

 

 

 

4,372

 

 

 

25,111

 

 

 

17,502

 

 

2020 (A)

Richmond, VA

 

11,879

 

 

 

34,736

 

 

 

11,879

 

 

 

37,883

 

 

 

49,762

 

 

 

21,588

 

 

 

28,174

 

 

 

14,449

 

 

2007 (A)

Portfolio Balance(4)

 

7,562

 

 

 

177,277

 

 

 

7,560

 

 

 

177,277

 

 

 

184,837

 

 

 

124,229

 

 

 

60,608

 

 

 

—

 

 

 

 

$

203,194

 

 

$

978,644

 

$

205,622

 

 

$

1,220,779

 

 

$

1,426,401

 

 

$

654,389

 

 

$

772,012

 

 

$

306,762

 

 

 

 

 

(1)
The aggregate cost for federal income tax purposes was approximately $1.5 billion at December 31, 2024.
(2)
Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows:

 

Buildings

Useful lives, ranging from 30 to 40 years

 

Building improvements and fixtures

Useful lives, ranging from 3 to 20 years

 

Tenant improvements

Shorter of economic life or lease terms
(3)
Excludes net loan costs aggregating $5.4 million.
(4)
Includes the Company’s Beachwood headquarters and related fixtures and equipment as well as $0.9 million of undeveloped land and $1.8 million of construction in progress at December 31, 2024.

 

F-37

 

SCHEDULE III

The changes in Total Real Estate Assets are as follows (in thousands):

 

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

Balance at beginning of year

$

3,820,352

 

 

$

4,598,591

 

 

$

4,713,523

 

Acquisitions

 

17,790

 

 

—

 

 

 

37,886

 

Developments, improvements and expansions

 

39,397

 

 

 

84,972

 

 

 

91,921

 

Adjustments of property carrying values (impairments)

 

(66,600

)

 

—

 

 

 

(2,536

)

Disposals(A)

 

(2,384,538

)

 

 

(863,211

)

 

 

(242,203

)

Balance at end of year

$

1,426,401

 

 

$

3,820,352

 

 

$

4,598,591

 

 

(A)
Includes the write-off of fully amortized tenant improvements.

 

The changes in Accumulated Depreciation and Amortization are as follows (in thousands):

 

 

For the Year Ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

Balance at beginning of year

$

1,434,209

 

 

$

1,539,338

 

 

$

1,473,102

 

Depreciation for year

 

93,674

 

 

 

166,061

 

 

 

157,120

 

Disposals

 

(873,494

)

 

 

(271,190

)

 

 

(90,884

)

Balance at end of year

$

654,389

 

 

$

1,434,209

 

 

$

1,539,338

 

 

F-38

 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

SITE Centers Corp.

 

 

 

 

 

By:

 

/s/ David R. Lukes

 

 

 

David R. Lukes, Chief Executive Officer,
President & Director

 

 

 

 

Date: February 28, 2025

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 28rd day of February, 2025.

 

/s/ David R. Lukes

 

Chief Executive Officer, President & Director

David R. Lukes

 

(Principal Executive Officer)

 

 

 

/s/ Gerald R. Morgan

 

Executive Vice President, Chief Financial Officer & Treasurer

Gerald Morgan

 

(Principal Financial Officer)

 

 

 

/s/ Jeffrey A. Scott

 

Senior Vice President & Chief Accounting Officer

Jeffrey A. Scott

 

(Principal Accounting Officer)

 

 

 

/s/ Gary N. Boston

 

Director

Gary N. Boston

 

 

 

 

 

/s/ John M. Cattonar

 

Director

John M. Cattonar

 

 

 

 

 

/s/ Cynthia Foster Curry

 

Director

Cynthia Foster Curry

 

 

 

 

 

/s/ Dawn M. Sweeney

 

Director

Dawn M. Sweeney

 

 

 

 

 

EX-4.2 2 sitc-ex4_2.htm EX-4.2 EX-4.2

EXHIBIT 4.2

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

As of the end of its most recent fiscal year, SITE Centers Corp., an Ohio corporation (the “Company”), had one class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common shares, $0.10 par value per share (“common shares”).

The following description of the Company’s capital stock is a summary and is qualified in its entirety by provisions of Ohio law and by reference to the terms and provisions of the Company’s articles of incorporation and code of regulations, which are incorporated herein by reference and attached as exhibits to the Company’s most recent Annual Report on Form 10‑K filed with the Securities and Exchange Commission.

The Company’s authorized capital stock consists of:

•
75,000,000 common shares;
•
750,000 Class A Cumulative Preferred Shares, without par value (“Class A Shares”);
•
750,000 Class B Cumulative Preferred Shares, without par value (“Class B Shares”);
•
750,000 Class C Cumulative Preferred Shares, without par value (“Class C Shares”);
•
750,000 Class D Cumulative Preferred Shares, without par value (“Class D Shares”);
•
750,000 Class E Cumulative Preferred Shares, without par value (“Class E Shares”);
•
750,000 Class F Cumulative Preferred Shares, without par value (“Class F Shares”);
•
750,000 Class G Cumulative Preferred Shares, without par value (“Class G Shares”);
•
750,000 Class H Cumulative Preferred Shares, without par value (“Class H Shares”);
•
750,000 Class I Cumulative Preferred Shares, without par value (“Class I Shares”);
•
750,000 Class J Cumulative Preferred Shares, without par value (“Class J Shares”);
•
750,000 Class K Cumulative Preferred Shares, without par value (“Class K Shares”);
•
750,000 Noncumulative Preferred Shares, without par value (“noncumulative shares”); and
•
2,000,000 Cumulative Voting Preferred Shares, without par value (“cumulative voting preferred shares”).

The Class A Shares, the Class B Shares, the Class C Shares, the Class D Shares, the Class E Shares, the Class F Shares, the Class G Shares, the Class H Shares, the Class I Shares, the Class J Shares, the Class K Shares and the noncumulative shares are referred to collectively herein as the “nonvoting preferred shares.” The nonvoting preferred shares and the cumulative voting preferred shares are referred to collectively herein as the “Authorized Preferred Shares.”

Authorized Preferred Shares may be issued in one or more series, with such designations, powers, preferences and rights of the shares of each series of each class and the qualifications, limitations or restrictions thereon, including, but not limited to, the fixing of the dividend rate or rates, conversion rights and terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences, in each case, if any, as the Company’s board of directors (the “Board”) or any authorized committee thereof may determine by adoption of an amendment to the Company’s articles of incorporation, without any further vote or action by the shareholders.

DESCRIPTION OF PREFERRED SHARES

General

Except as discussed below, the nonvoting preferred shares rank on a parity with each other and are identical to each other. The cumulative voting preferred shares rank equally, except with respect to voting rights, with all of the nonvoting preferred shares. Dividends on the Class A Shares, the Class B Shares, the Class C Shares, the Class D Shares, the Class E Shares, the Class F Shares, the Class G Shares, the Class H Shares, the Class I Shares, the Class J Shares, the Class K Shares and the cumulative voting preferred shares will be cumulative, while dividends on the noncumulative shares will not be cumulative.

Prior to the issuance of shares of each series of each class of nonvoting preferred shares, the Board may, under the Company’s articles of incorporation and Ohio law, fix:

•
the designation of the series;
•
the authorized number of shares of the series. The Board may, except when otherwise provided in the creation of the series, increase or decrease the authorized number of shares before or after issuance of the series (but not below the number of shares of such series then outstanding);
•
the dividend rate or rates of the series, including the means by which such rates may be established;
•
the date(s) from which dividends shall accrue and be cumulative and, with respect to all nonvoting preferred shares, the date on which and the period(s) for which dividends, if declared, shall be payable, including the means by which such date(s) and period(s) may be established;
•
redemption rights and prices, if any;
•
the terms and amounts of the sinking fund, if any;
•
the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company’s affairs;
•
whether the shares of the series shall be convertible into common shares or shares of any other class;
•
if the shares are convertible, the conversion rate(s) or price(s), any adjustments to the rate or price and all other terms and conditions upon which such conversion may be made; and
•
restrictions on the issuance of shares of the same or any other class or series.

All preferred shares will be equal to all other preferred shares with respect to dividend rights (subject to dividends on noncumulative shares being noncumulative) and rights upon the Company’s liquidation, dissolution or winding-up.

 

The preferred shares will:

•
rank prior to all classes of common shares and to all other equity securities ranking junior to such preferred shares with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding-up;
•
be equal to all of the Company’s equity securities the terms of which specifically provide that such equity securities are equal to the preferred shares with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding-up; and
•
be junior to all of the Company’s equity securities the terms of which specifically provide that such equity securities rank prior to the preferred shares with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding-up.

Dividends

 

If preferred shares are outstanding, dividends may not be paid or declared or set apart for any series of preferred shares for any dividend period unless at the same time:

 

•
a proportionate dividend for the dividend periods terminating on the same or any earlier date for all issued and outstanding shares of all series of such class entitled to receive such dividend (but, if such series are series of noncumulative shares, then only with respect to the current dividend period), ratably in proportion to the respective annual dividend rates fixed therefor, have been paid or declared or set apart; and
•
the dividends payable for the dividend periods terminating on the same or any earlier date for all other classes of issued and outstanding preferred shares entitled to receive such dividends (but, with respect to noncumulative shares, only with respect to the then-current dividend period), ratably in proportion to the respective dividend rates fixed therefor, have been paid or declared and set apart.

If any series of preferred shares is outstanding, a dividend shall not be paid or declared or any distribution made in respect of the common shares or any other shares ranking junior to such series of preferred shares, and common shares or any other shares ranking junior to such series of preferred shares shall not be purchased, retired or otherwise acquired by the Company unless:

 

•
all accrued and unpaid dividends on all classes of outstanding preferred shares, including the full dividends for all current dividend periods for the nonvoting preferred shares (except, with respect to noncumulative shares, for the then-current dividend period only), have been declared and paid or a sum sufficient for payment thereof set apart; and
•
with respect to the nonvoting preferred shares, there are no arrearages with respect to the redemption of any series of any class of preferred shares from any sinking fund provided for such class in accordance with the articles of incorporation. However, common shares and any other shares ranking junior to such series of preferred shares may be purchased, retired or otherwise acquired using the proceeds of a sale of common shares or other shares junior to such preferred shares received subsequent to the first date of issuance of such preferred shares. In addition, the Company may pay or declare or distribute dividends payable in common shares or other shares ranking junior to such preferred shares.

The preceding restrictions on the payment of dividends or other distributions on, or on the purchase, redemption, retirement or other acquisition of, common shares or any other shares ranking equal to or junior to any class of preferred shares generally will be inapplicable to:

 

•
any payments in lieu of issuance of fractional shares, upon any merger, conversion, stock dividend or otherwise in the case of the nonvoting preferred shares;
•
the conversion of preferred shares into common shares; or
•
the exercise of the Company’s rights to repurchase shares of capital stock in order to preserve the Company’s status as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”).

When dividends are not paid in full (or a sum sufficient for full payment is not set apart) upon the preferred shares of any series and the shares of any other series of preferred shares ranking on a parity as to dividends with such series, all dividends declared upon preferred shares of such series and any other series of preferred shares ranking on a parity as to dividends with such preferred shares shall be declared pro rata so that the amount of dividends declared per share on the shares of such series of preferred shares shall in all cases bear to each other the same ratio that accrued dividends per share on the preferred shares of such series (which shall not include any accumulation in respect of unpaid dividends for prior dividend periods for noncumulative shares) and such other series bear to each other.

 

Liquidation Preference

 

If liquidating distributions are made in full to all holders of preferred shares, the Company’s remaining assets will be distributed among the holders of any other classes or series of capital stock ranking junior to the preferred shares upon liquidation, dissolution or winding-up. The distributions will be made according to the holders’ respective rights and preferences and, in each case, according to their respective number of shares. The Company’s merger or consolidation into or with any other corporation, or the sale, lease or conveyance of all or substantially all of the Company’s assets, shall not constitute a dissolution, liquidation or winding-up.

Limited Voting Rights

Nonvoting Preferred Shares

Holders of nonvoting preferred shares have only the voting rights described below that apply to all preferred shares, whether nonvoting or voting, and as from time to time required by law.

If and when the Company is in default in the payment of (or, with respect to noncumulative shares, has not paid or declared and set aside a sum sufficient for the payment of) dividends on any series of any class of outstanding nonvoting preferred shares, for dividend payment periods, whether consecutive or not, which in the aggregate contain at least 540 days, all holders of shares of such class, voting separately as a class, together and combined with all other preferred shares upon which like voting rights have been conferred and are exercisable, will be entitled to elect a total of two members to the Board. This voting right shall be vested and any additional directors shall serve until all accrued and unpaid dividends (except, with respect to noncumulative shares, only dividends for the then-current dividend period) on such outstanding preferred shares have been paid or declared and a sufficient sum set aside for payment thereof.

The affirmative vote of the holders of at least two-thirds of a class of outstanding nonvoting preferred shares, voting separately as a class, shall be necessary to effect either of the following:

•
The authorization, creation or increase in the authorized number of any shares, or any security convertible into shares, ranking prior to such class of nonvoting preferred shares; or
•
Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Company’s articles of incorporation or the Company’s code of regulations which adversely and materially affects the preferences or voting or other rights of the holders of such class of nonvoting preferred shares which are set forth in the Company’s articles of incorporation. However, the amendment of the Company’s articles of incorporation to authorize, create or change the authorized or outstanding number of a class of such preferred shares or of any shares ranking on a parity with or junior to such class of preferred shares does not adversely and materially affect preferences or voting or other rights of the holders of such class of preferred shares. In addition, amending the code of regulations to change the number or classification of the Company’s directors does not adversely or materially affect preferences or voting rights or other rights. Voting shall be done in person at a meeting called for one of the above purposes or in writing by proxy.

The preceding voting provisions will not apply if, at or prior to the time of the action with respect to which such vote would be required, all outstanding shares of such series of preferred shares have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.

Cumulative Voting Preferred Shares

If and when the Company is in default in the payment of dividends on the cumulative voting preferred shares, for at least six dividend payment periods, whether or not consecutive, all holders of shares of such class, voting separately as a class, together and combined with all other preferred shares upon which like voting rights have been conferred and are exercisable, will be entitled to elect a total of two members to the Board.

This voting right shall be vested and any additional directors shall serve until all accrued and unpaid dividends (except, with respect to noncumulative shares, only dividends for the then-current dividend period) on such outstanding preferred shares have been paid or declared and a sufficient sum set aside for payment thereof.

The affirmative vote of the holders of at least two-thirds of the outstanding cumulative voting preferred shares, voting separately as a class, shall be necessary to effect either of the following:

•
Any amendment, alteration or repeal of any of the provisions of, or the addition of any provisions to, the Company’s articles of incorporation or code of regulations, whether by merger, consolidation or otherwise (an “event”), that materially adversely affects the voting powers, rights or preferences of the holders of the cumulative voting preferred shares; provided, however, that the amendment of the provisions of the articles of incorporation (a) so as to authorize or create, or to increase the authorized amount of, or issue, any shares ranking junior to the cumulative voting preferred shares or any shares of any class or series of shares ranking on a parity with the cumulative voting preferred shares or (b) with respect to the occurrence of any event, so long as the cumulative voting preferred shares remain outstanding with the terms thereof materially unchanged, taking into account that upon the occurrence of the event, the Company may not be the surviving entity, shall not in either case be deemed to materially adversely affect the voting power, rights or preferences of the holders of cumulative voting preferred shares; or
•
the authorization, creation of, increase in the authorized amount of, or issuance of any shares of any class or series of shares ranking prior to the cumulative voting preferred shares or any security convertible into shares of any class or series of shares ranking prior to the cumulative voting preferred shares (whether or not such class or series of shares ranking prior to the cumulative voting preferred shares is currently authorized).

The preceding voting provisions will not apply, if at or prior to the time of the action with respect to which such vote would be required, all outstanding shares of such series of cumulative voting preferred shares have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.

In addition to the foregoing, the holders of cumulative voting preferred shares shall be entitled to vote on all matters on which holders of common shares may vote and shall be entitled to one vote for each cumulative voting preferred share entitled to vote at such meeting.

 

General

Without limiting the provisions described above, under Ohio law, holders of each class of preferred shares will be entitled to vote as a class on any amendment to the Company’s articles of incorporation, whether or not they are entitled to vote thereon by the Company’s articles of incorporation, if the amendment would:

•
increase or decrease the par value of the shares of such class;
•
change the issued shares of such class into a lesser number of shares of such class or into the same or different number of shares of another class;
•
change or add to the express terms of the shares of the class in any manner substantially prejudicial to the holders of such class;
•
change the express terms of any class of issued shares ranking prior to the particular class in any manner substantially prejudicial to the holders of shares of the particular class; authorize shares of another class that are convertible into, or authorize the conversion of shares of another class into, shares of the particular class, or authorize the directors to fix or alter conversion rights of shares of another class that are convertible into shares of the particular class;
•
•
reduce or eliminate the Company’s stated capital;
•
substantially change the Company’s purposes; or
•
change the Company into a nonprofit corporation.

If, and only to the extent that:

•
a class of preferred shares is issued in more than one series; and
•
Ohio law permits the holders of a series of a class of capital stock to vote separately as a class;

the affirmative vote of the holders of at least two-thirds of each series of such class of outstanding preferred shares, voting separately as a class, shall be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Company’s articles of incorporation or the Company’s code of regulations which adversely and materially affects the preferences or voting or other rights of the holders of such series as set forth in the Company’s articles of incorporation. However, the amendment of the Company’s articles of incorporation so as to authorize, create or change the authorized or outstanding number of a class of preferred shares or of any shares ranking equal to or junior to such class of preferred shares does not adversely and materially affect the preference or voting or other rights of the holders of such series. In addition, the amendment of the Company’s code of regulations to change the number or classification of the Company’s directors does not adversely and materially affect the preference or voting or other rights of the holders of such series.

Restrictions on Ownership

In order to qualify as a REIT under the Code, not more than 50% in value of the Company’s outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals during the last half of a taxable year. “Individual” is defined in the Code to include certain entities. In addition, the Company’s capital stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. The Company also must satisfy certain other requirements. For more information on restrictions on ownership, see “Common Shares—Restrictions on Ownership.”

To help ensure that five or fewer individuals do not own more than 50% in value of the Company’s outstanding preferred shares, the Company’s articles of incorporation provide that, subject to certain exceptions, no one may own, or be deemed to own by virtue of the attribution provisions of the Code, more than 9.8% (the “preferred shares ownership limit”) of any series of any class of the Company’s outstanding preferred shares. In addition, because rent from a related party tenant (any tenant 10% of which is owned, directly or constructively, by a REIT, including an owner of 10% or more of a REIT) is not qualifying rent for purposes of the gross income tests under the Code, the Company’s articles of incorporation provide that no individual or entity may own, or be deemed to own by virtue of the attribution provisions of the Code (which differ from the attribution provisions applied to the preferred shares ownership limit), in excess of 9.8% (the “preferred shares related party limit”) of the Company’s outstanding preferred shares. The Board may exempt a person from the preferred shares ownership limit if the person would not be deemed an “individual” and may exempt a person from the preferred shares related party limit. As a condition of any exemption, the Board will require appropriate representations and undertakings from the applicant with respect to preserving the Company’s REIT status.

The preceding restrictions on transferability and ownership of preferred shares may not apply if the Board determines that it is no longer in the Company’s best interests to attempt to qualify, or to continue to qualify, as a REIT.

Even if the REIT provisions of the Code are changed so as to no longer contain any ownership concentration limitation or if the ownership concentration limitation is increased, the preferred shares ownership limit and the preferred shares related party limit will not be automatically removed. Any change in the preferred shares ownership limit or the preferred shares related party limit would require an amendment to the Company’s articles of incorporation, even if the Board determines that maintenance of REIT status is no longer in the Company’s best interests. Amendments to the Company’s articles of incorporation require the affirmative vote of holders owning not less than a majority of the Company’s outstanding common shares. If it is determined that an amendment would materially and adversely affect the holders of any class of preferred shares, such amendment would also require the affirmative vote of holders of not less than two-thirds of such class of preferred shares.

If preferred shares in excess of the preferred shares ownership limit or the preferred shares related party limit are issued or transferred to any person absent a waiver of such limit, such issuance or transfer will be null and void to the intended transferee, and the intended transferee will acquire no rights to the shares. In addition, if an issuance or transfer would cause the Company’s shares to be beneficially or constructively owned by fewer than 100 persons or would result in the Company’s being “closely held” within the meaning of Section 856(h) of the Code, such issuance or transfer will be null and void to the intended transferee, and the intended transferee will acquire no rights to the shares. Preferred shares transferred or proposed to be transferred in excess of the preferred shares ownership limit or the preferred shares related party limit or which would otherwise jeopardize the Company’s REIT status will be subject to repurchase by the Company. The purchase price of such preferred shares will be equal to the lesser of:

•
the price in such proposed transaction; and
•
the fair market value of such shares reflected in the last reported sales price for the shares on the trading day immediately preceding the date on which the Company or its designee determine to exercise the Company’s repurchase right if the shares are listed on a national securities exchange, or such price for the shares on the principal exchange if the shares are then listed on more than one national securities exchange.

If the shares are not listed on a national securities exchange, the purchase price will be equal to the lesser of:

•
the price in such proposed transaction; and
•
the latest bid quotation for the shares if the shares are then traded over the counter, or, if such quotation is not available, the fair market value as determined by the Board in good faith, on the last trading day immediately preceding the day on which notice of such proposed purchase is sent by the Company.

From and after the date fixed for the Company’s purchase of such preferred shares, the holder will cease to be entitled to distributions, voting rights and other benefits with respect to such shares except the right to payment of the purchase price for the shares. Any dividend or distribution paid to a proposed transferee on such preferred shares must be repaid to the Company upon demand. If the foregoing transfer restrictions are determined to be void or invalid by virtue of any legal decision, statute, rule or regulation, then the intended transferee of any such preferred shares may be deemed, at the Company’s option, to have acted as the Company’s agent in acquiring such preferred shares and to hold such preferred shares on the Company’s behalf.

All certificates for preferred shares will bear a legend referring to the restrictions described above.

The Company’s articles of incorporation provide that all persons who own, directly or by virtue of the attribution provisions of the Code, more than 5% of the preferred shares must give written notice to the Company stating the name and address of such person, the number of shares owned, and a description of how such shares are held each year by January 31. In addition, each of those shareholders must provide supplemental information that the Company may request, in good faith, in order to determine the Company’s status as a REIT.

DESCRIPTION OF COMMON SHARES

General

Holders of common shares are entitled to receive dividends when, as and if declared by the Board, out of funds legally available therefor. Any payment and declaration of dividends on common shares and purchases thereof will be subject to certain restrictions if the Company fails to pay dividends on any outstanding preferred shares. If the Company is liquidated, dissolved or involved in any winding-up, the holders of common shares are entitled to receive ratably any assets remaining after the Company has fully paid all of its liabilities, including the preferential amounts it owes with respect to any preferred shares. Holders of common shares possess ordinary voting rights, with each share entitling the holder to one vote. Except as outlined below or otherwise expressly required by the Company’s articles of incorporation or by statute, the vote of the holders of shares entitling them to exercise a majority of the voting power of the Company is required to approve any matters submitted to a vote of the shareholders. At each annual meeting of shareholders, each director will be elected by a majority vote of all votes cast at such meeting for a term expiring at the next annual meeting of shareholders and until the election of their successors. Holders of common shares do not have cumulative voting rights in the election of directors. Holders of common shares do not have preemptive rights, which means that they have no right to acquire any additional common shares that the Company may subsequently issue.

Restrictions on Ownership

In order for the Company to qualify as a REIT under the Code, not more than 50% in value of its outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals during the last half of a taxable year. “Individual” is defined in the Code to include certain entities. In addition, the Company’s capital stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. Additionally, certain other requirements must be satisfied.

To help ensure that five or fewer individuals do not own more than 50% in value of the Company’s outstanding common shares, the Company’s articles of incorporation provide that, subject to certain exceptions (including those set forth below), no holder may own, or be deemed to own by virtue of the attribution provisions of the Code, more than 9.8% (the “ownership limit”) of the Company’s outstanding common shares. The “existing holder,” which includes, collectively, (a) Iris Wolstein and/or all descendants of Iris Wolstein (which includes Scott A. Wolstein (the Company’s former Chief Executive Officer and former director)), (b) trusts or family foundations established for the benefit of the individuals named in (a) above and (c) other entities controlled by the individuals named in (a) above (or trusts or family foundations established for the benefit of those individuals) may own, or be deemed to own by virtue of the attribution provisions of the Code, no more than 5.1% of the Company’s outstanding common shares. The “exempt holder,” which includes, collectively, (x) Professor Werner Otto, his wife Maren Otto and/or all descendants of Professor Werner Otto, including, without limitation, Alexander Otto (a current director), (y) trusts or family foundations established for the benefit of the individuals named in (x) above and (z) other entities controlled by the individuals named in (x) above (or trusts or family foundations established for the benefit of those individuals) may own, or be deemed to own by virtue of the attribution provisions of the Code, no more than 7.5% of the Company’s outstanding common shares.

In addition, because rent from a related party tenant (any tenant 10% of which is owned, directly or constructively, by a REIT, including an owner of 10% or more of a REIT) is not qualifying rent for purposes of the gross income tests under the Code, the Company’s articles of incorporation provide that no individual or entity may own, or be deemed to own by virtue of the attribution provisions of the Code (which differ from the attribution provisions applied to the ownership limit), in excess of 9.8% of the Company’s outstanding common shares (the “related party limit”). The Board may exempt a person from the ownership limit if the person would not be deemed an “individual” and may exempt a person from the related party limit if an opinion of counsel or a ruling from the Internal Revenue Service, or IRS, is provided to the Board to the effect that the ownership will not then or in the future jeopardize the Company’s status as a REIT.

The Board may also exempt the exempt holder and any person who would constructively own common shares constructively owned by the exempt holder from the ownership limit in its sole discretion. As a condition of any exemption, the Board will require appropriate representations and undertakings from the applicant with respect to preserving the Company’s REIT status.

Additionally, the Company’s articles of incorporation prohibit any transfer of common shares that would cause the Company to cease to be a “domestically controlled qualified investment entity” as defined in Section 897(h) (4)(B) of the Code.

The preceding restrictions on transferability and ownership of common shares may not apply if the Board determines that it is no longer in the Company’s best interests to continue to qualify as a REIT. The ownership limit and the related party limit will not be automatically removed even if the REIT provisions of the Code are changed to no longer contain any ownership concentration limitation or if the ownership concentration limitation is increased. In addition to preserving the Company’s status as a REIT, the effects of the ownership limit and the related party limit are to prevent any person or small group of persons from acquiring unilateral control of the Company. Any change in the ownership limit, other than modifications that may be made by the Board as permitted by the Company’s articles of incorporation, requires an amendment to the articles of incorporation, even if the Board determines that maintenance of REIT status is no longer in the Company’s best interests. Amendments to the articles of incorporation require the affirmative vote of holders owning a majority of the Company’s outstanding common shares. If it is determined that an amendment would materially and adversely affect the holders of any class of preferred shares, that amendment also would require the affirmative vote of holders of two-thirds of the affected class of preferred shares.

The Company’s articles of incorporation provide that upon a transfer or non-transfer event that results in a person beneficially or constructively owning common shares in excess of the applicable ownership limits or that results in the Company being “closely held” within the meaning of Section 856(h) of the Code, the person (a “prohibited owner”) will not acquire or retain any rights or beneficial economic interest in the shares that would exceed such applicable ownership limits or result in the Company being closely held (the “excess shares”). Instead, the excess shares will be automatically transferred to a person or entity unaffiliated with and designated by the Company to serve as trustee of a trust for the exclusive benefit of a charitable beneficiary to be designated by the Company within five days after the discovery of the transaction that created the excess shares. The trustee will have the exclusive right to designate a person who may acquire the excess shares without violating the applicable restrictions (a “permitted transferee”) to acquire all of the shares held by the trust. The permitted transferee must pay the trustee an amount equal to the fair market value (determined at the time of transfer to the permitted transferee) for the excess shares. The trustee will pay to the prohibited owner the lesser of (a) the value of the shares at the time they became excess shares and (b) the price received by the trustee from the sale of the excess shares to a permitted transferee. The beneficiary will receive the excess of (x) the sale proceeds from the transfer to a permitted transferee over (y) the amount paid to the prohibited owner, if any, in addition to any dividends paid with respect to the excess shares.

All certificates representing common shares bear a legend referring to the preceding restrictions.

The Company’s articles of incorporation provide that all persons who own, directly or by virtue of the attribution provisions of the Code, more than 5% of the Company’s outstanding common shares must give written notice to the Company stating the name and address of such person, the number of shares owned, and a description of how such shares are held each year by January 31. In addition, each of those shareholders must provide supplemental information that the Company may request, in good faith, in order to determine the Company’s status as a REIT.

CERTAIN ANTI-TAKEOVER PROVISIONS OF OHIO LAW

 

Chapter 1704 of the Ohio Revised Code prohibits certain transactions, including mergers, sales of assets, issuances or purchases of securities, liquidation or dissolution, or reclassifications of the then-outstanding shares of an Ohio corporation with 50 or more shareholders involving, or for the benefit of, certain holders of shares representing 10% or more of the voting power of the corporation (any such shareholder, a “10% Shareholder”), unless:

1.
the transaction is approved by the directors before the 10% Shareholder becomes a 10% Shareholder;
2.
the acquisition of 10% of the voting power is approved by the directors before the 10% Shareholder becomes a 10% Shareholder; or
3.
the transaction involves a 10% Shareholder who has been a 10% Shareholder for at least three years and is approved by the directors before the 10% Shareholder becomes a 10% Shareholder, is approved by holders of two-thirds of the Company’s voting power and the holders of a majority of the voting power not owned by the 10% Shareholder, or certain price and form of consideration requirements are met.

 

The Company has not opted out of the application of Chapter 1704 of the Ohio Revised Code.

 

 

 
EX-10.6 3 sitc-ex10_6.htm EX-10.6 EX-10.6

EXHIBIT 10.6

SITE CENTERS CORP. 2019 EQUITY AND INCENTIVE COMPENSATION PLAN

(AMENDED AND RESTATED AS OF OCTOBER 1, 2024)

1.
Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance.
2.
Definitions. As used in this Plan:
a.
“Appreciation Right” means a right granted pursuant to Section 5 of this Plan.
b.
“Base Price” means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.
c.
“Board” means the Board of Directors of the Company.
d.
“Cash Incentive Award” means a cash award granted pursuant to Section 8 of this Plan.
e.
“Change in Control” has the meaning set forth in Section 12 of this Plan.
f.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder, as such law and regulations may be amended from time to time.
g.
“Committee” means the Compensation Committee of the Board (or its successor(s)), or any other committee of the Board designated by the Board to administer this Plan pursuant to Section 10 of this Plan.
h.
“Common Shares” means the common shares, par value $0.10 per share, of the Company or any security into which such common shares may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan.
i.
“Company” means SITE Centers Corp., an Ohio corporation, and its successors.
j.
“Date of Grant” means the date provided for by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units, Cash Incentive Awards, or other awards contemplated by Section 9 of this Plan, or a grant or sale of Restricted Shares, Restricted Share Units, or other awards contemplated by Section 9 of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto).
k.
“Director” means a member of the Board.
l.
“Effective Date” means the date this Plan is approved by the Shareholders.
m.
“Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee that sets forth the terms and conditions of the awards granted under this Plan. An Evidence of Award may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant.
n.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.
o.
“Incentive Stock Option” means an Option Right that is intended to qualify as an “incentive stock option” under Section 422 of the Code or any successor provision.
p.
“Management Objectives” means the measurable performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares, Performance Units or Cash Incentive Awards or, when so determined by the Committee, Option Rights, Appreciation Rights, Restricted Shares, Restricted Share Units, dividend equivalents or other awards pursuant to this Plan. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or the goals or actual levels of achievement regarding the Management Objectives, in whole or in part, as the Committee deems appropriate and equitable.
q.
“Market Value per Share” means, as of any particular date, the closing price of a Common Share as reported for that date on the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, on any other national securities exchange on which the Common Shares are listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.
r.
“Optionee” means the optionee named in an Evidence of Award evidencing an outstanding Option Right.
s.
“Option Price” means the purchase price payable on exercise of an Option Right.
t.
“Option Right” means the right to purchase Common Shares upon exercise of an award granted pursuant to Section 4 of this Plan.
u.
“Participant” means a person who is selected by the Committee to receive benefits under this Plan and who is at the time (i) a non-employee Director, (ii) an officer or other employee of the Company or any Subsidiary, including a person who has agreed to commence serving in such capacity within 90 days of the Date of Grant, or (iii) a person, including a consultant, who provides services to the Company or any Subsidiary that are equivalent to those typically provided by an employee (provided that such person satisfies the Form S-8 definition of an “employee”).
v.
“Performance Period” means, in respect of a Cash Incentive Award, Performance Share or Performance Unit, a period of time established pursuant to Section 8 of this Plan within which the Management Objectives relating to such Cash Incentive Award, Performance Share or Performance Unit are to be achieved.
w.
“Performance Share” means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 8 of this Plan.
x.
“Performance Unit” means a bookkeeping entry awarded pursuant to Section 8 of this Plan that records a unit equivalent to $1.00 or such other value as is determined by the Committee.
y.
“Plan” means this SITE Centers Corp. 2019 Equity and Incentive Compensation Plan, as may be amended or amended and restated from time to time. This Plan was last amended and restated as of October 1, 2024.
z.
“Predecessor Plans” means SITE Centers Corp.’s 2012 Equity and Incentive Compensation Plan, the Amended and Restated 2008 Developers Diversified Realty Corporation Equity-Based Award Plan, the Amended and Restated 2004 Developers Diversified Realty Corporation Equity-Based Award Plan and the Amended and Restated 2002 Developers Diversified Realty Corporation Equity-Based Award Plan, in each case including as amended or amended and restated.
aa.
“Restricted Shares” means Common Shares granted or sold pursuant to Section 6 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers has expired.
bb.
“Restricted Share Units” means an award made pursuant to Section 7 of this Plan of the right to receive Common Shares, cash or a combination thereof at the end of the applicable Restriction Period.
cc.
“Restriction Period” means the period of time during which Restricted Share Units are subject to restrictions, as provided in Section 7 of this Plan.
dd.
“Shareholder” means an individual or entity that owns one or more Common Shares.
ee.
“Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised over the Base Price provided for with respect to the Appreciation Right.
ff.
“Subsidiary” means a corporation, company or other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture, limited liability company, unincorporated association or other similar entity), but more than 50% of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company; provided, however, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which the Company at the time owns or controls, directly or indirectly, more than 50% of the total combined Voting Power represented by all classes of stock issued by such corporation.
gg.
“Voting Power” means, at any time, the combined voting power of the then-outstanding securities entitled to vote generally in the election of Directors in the case of the Company or members of the board of directors or similar body in the case of another entity.
3.
Shares Available Under this Plan.
a.
Maximum Shares Available Under this Plan.
i.
Subject to adjustment as provided in Section 11 of this Plan and the share counting rules set forth in Section 3(b) of this Plan, the number of Common Shares available under this Plan for awards of (A) Option Rights or Appreciation Rights, (B) Restricted Shares, (C) Restricted Share Units, (D) Performance Shares or Performance Units, (E) awards contemplated by Section 9 of this Plan, or (F) dividend equivalents paid with respect to awards made under this Plan will not exceed in the aggregate (x) 6,000,000 Common Shares minus (y) as of the Effective Date, one Common Share for every one Common Share subject to an award granted under the Predecessor Plans between December 31, 2018 and the Effective Date. As of October 1, 2024, the Common Shares remaining under this limit have been equitably adjusted pursuant to Section 11 of this Plan to be 2,950,846, including 230,752 Common Shares underlying awards remaining outstanding under this Plan as of such date, plus 2,720,094 Common Shares remaining unused under this Plan as of such date.
Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.
ii.
Subject to the share counting rules set forth in Section 3(b) of this Plan, the aggregate number of Common Shares available under Section 3(a)(i) of this Plan will be reduced by one Common Share for every one Common Share subject to an award granted under this Plan.
b.
Share Counting Rules.
i.
Except as provided in Section 22 of this Plan, if any award granted under this Plan (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available under Section 3(a)(i) above.
ii.
If, after December 31, 2018, any Common Shares subject to an award granted under the Predecessor Plans that vests or is earned (in whole or in part) based on the achievement of performance objectives, including (but not limited to) performance-based restricted shares, performance-based restricted share units, performance shares, performance units or other performance-based awards (collectively, “Predecessor Plan Performance Awards”) are forfeited, or a Predecessor Plan Performance Award (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common Shares subject to such Predecessor Plan Performance Award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, be available for awards under this Plan.
iii.
Notwithstanding anything to the contrary contained in this Plan: (A) Common Shares withheld by the Company, tendered or otherwise used in payment of the Option Price of an Option Right will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan; (B) Common Shares withheld by the Company, tendered or otherwise used to satisfy tax withholding will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan; (C) Common Shares subject to a share-settled Appreciation Right that are not actually issued in connection with the settlement of such Appreciation Right on the exercise thereof will not be added back to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan; and (D) Common Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Option Rights will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan.
iv.
If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange for Common Shares based on fair market value, such Common Shares will not count against the aggregate limit under Section 3(a)(i) of this Plan.
c.
Limit on Incentive Stock Options. Notwithstanding anything to the contrary contained in this Plan, and subject to adjustment as provided in Section 11 of this Plan, the aggregate number of Common Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 6,000,000 Common Shares (reduced to 5,276,162 effective October 1, 2024).
d.
Non-Employee Director Compensation Limit. Notwithstanding anything to the contrary contained in this Plan, in no event will any non-employee Director in any one calendar year be granted compensation for such service having an aggregate maximum value (measured at the Date of Grant as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of $650,000.
4.
Option Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:
a.
Each grant will specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this Plan.
b.
Each grant will specify an Option Price per Common Share, which Option Price (except with respect to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant.
c.
Each grant will specify whether the Option Price will be payable (i) in cash, by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee having a value at the time of exercise equal to the total Option Price, (iii) subject to any conditions or limitations established by the Committee, by the withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee.
d.
To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the Common Shares to which such exercise relates.
e.
Each grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary, if any, that is necessary before any Option Rights or installments thereof will vest. Option Rights may provide for continued vesting or the earlier vesting of such Option Rights, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.
f.
Any grant of Option Rights may specify Management Objectives regarding the vesting of such rights.
g.
Option Rights granted under this Plan may be (i) options, including Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code.
h.
No Option Right will be exercisable more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee.
i.
Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.
j.
Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
5.
Appreciation Rights.
a.
The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to any Participant of Appreciation Rights. An Appreciation Right will be the right of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise.
b.
Each grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:
i.
Each grant may specify that the amount payable on exercise of an Appreciation Right will be paid by the Company in cash, Common Shares or any combination thereof.
ii.
Each grant will specify the period or periods of continuous service by the Participant with the Company or any Subsidiary, if any, that is necessary before the Appreciation Rights or installments thereof will vest. Appreciation Rights may provide for continued vesting or the earlier vesting of such Appreciation Rights, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.
iii.
Any grant of Appreciation Rights may specify Management Objectives regarding the vesting of such Appreciation Rights.
iv.
Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.
v.
Each grant of Appreciation Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
c.
Also, regarding Appreciation Rights:
i.
Each grant will specify in respect of each Appreciation Right a Base Price, which (except with respect to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant; and
ii.
No Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award for the automatic exercise of an Appreciation Right upon such terms and conditions as established by the Committee.
6.
Restricted Shares. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:
a.
Each such grant or sale will constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter described.
b.
Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on the Date of Grant.
c.
Each such grant or sale will provide that the Restricted Shares covered by such grant or sale will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date of Grant or until achievement of Management Objectives referred to in Section 6(e) of this Plan.
d.
Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares will be prohibited or restricted in the manner and to the extent prescribed by the Committee on the Date of Grant (which restrictions may include rights of repurchase or first refusal of the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture while held by any transferee).
e.
Any grant of Restricted Shares may specify Management Objectives regarding the vesting of such Restricted Shares.
f.
Notwithstanding anything to the contrary contained in this Plan, Restricted Shares may provide for continued vesting or the earlier vesting of such Restricted Shares, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.
g.
Any such grant or sale of Restricted Shares may require that any and all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and/or reinvested in additional Restricted Shares, which may be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such dividends or other distributions on Restricted Shares may be deferred until, and paid contingent upon, the vesting of such Restricted Shares.
h.
Each grant or sale of Restricted Shares will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, all Restricted Shares will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares.
7.
Restricted Share Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting or sale of Restricted Share Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:
a.
Each such grant or sale will constitute the agreement by the Company to deliver Common Shares or cash, or a combination thereof, to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include achievement regarding Management Objectives) during the Restriction Period as the Committee may specify.
b.
Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on the Date of Grant.
c.
Notwithstanding anything to the contrary contained in this Plan, Restricted Share Units may provide for continued vesting or the earlier lapse or other modification of the Restriction Period, including in the event of the retirement, death, disability or termination or employment of service of a Participant or in the event of a Change in Control.
d.
During the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have no rights of ownership in the Common Shares deliverable upon payment of the Restricted Share Units and will have no right to vote them, but the Committee may, at or after the Date of Grant, authorize the payment of dividend equivalents on such Restricted Share Units on either a current or deferred and contingent basis, either in cash or in additional Common Shares.
e.
Each grant or sale of Restricted Share Units will specify the time and manner of payment of the Restricted Share Units that have been earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in Common Shares or cash, or a combination thereof.
f.
Each grant or sale of Restricted Share Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
8.
Cash Incentive Awards, Performance Shares and Performance Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:
a.
Each grant will specify the number or amount of Performance Shares or Performance Units, or amount payable with respect to a Cash Incentive Award, to which it pertains, which number or amount may be subject to adjustment to reflect changes in compensation or other factors.
b.
The Performance Period with respect to each Cash Incentive Award or grant of Performance Shares or Performance Units will be such period of time as will be determined by the Committee, which may be subject to continued vesting or earlier lapse or other modification, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.
c.
Each grant of a Cash Incentive Award, Performance Shares or Performance Units will specify Management Objectives regarding the earning of the award.
d.
Each grant will specify the time and manner of payment of a Cash Incentive Award, Performance Shares or Performance Units that have been earned.
e.
The Committee may, on the Date of Grant of Performance Shares or Performance Units, provide for the payment of dividend equivalents to the holder thereof either in cash or in additional Common Shares, which dividend equivalents may be subject to deferral and payment on a contingent basis based on the Participant’s earning and vesting of the Performance Shares or Performance Units, as applicable, with respect to which such dividend equivalents are paid.
f.
Each grant of a Cash Incentive Award, Performance Shares or Performance Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
9.
Other Awards.
a.
Subject to applicable law and the applicable limits set forth in Section 3 of this Plan, the Committee may authorize the grant to any Participant of Common Shares or such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the Common Shares or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of the Company. The Committee will determine the terms and conditions of such awards. Common Shares delivered pursuant to an award in the nature of a purchase right granted under this Section 9 will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, Common Shares, other awards, notes or other property, as the Committee determines.
b.
Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section 9.
c.
The Committee may authorize the grant of Common Shares as a bonus, or may authorize the grant of other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code.
d.
The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under this Section 9 on either a current or deferred and contingent basis, either in cash or in additional Common Shares.
e.
Each grant of an award under this Section 9 will be evidenced by an Evidence of Award. Each such Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve, and will specify the time and terms of delivery of the applicable award.
f.
Notwithstanding anything to the contrary contained in this Plan, awards under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.
10.
Administration of this Plan.
a.
This Plan will be administered by the Committee. The Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee.
b.
The interpretation and construction by the Committee of any provision of this Plan or of any Evidence of Award (or related documents) and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any Plan section or other provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee.
c.
To the extent permitted by law, the Committee may delegate to one or more of its members, to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under this Plan.
The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards; provided, however, that (A) the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer (for purposes of Section 16 of the Exchange Act), Director, or more than 10% “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such authorization shall set forth the total number of Common Shares such officer(s) may grant; and (C) the officer(s) will report periodically to the Committee regarding the nature and scope of the awards granted pursuant to the authority delegated.
11.
Adjustments. The Committee shall make or provide for such adjustments in the number of and kind of Common Shares covered by outstanding Option Rights, Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Shares and Performance Units granted hereunder and, if applicable, in the number of and kind of Common Shares covered by other awards granted pursuant to Section 9 of this Plan, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, respectively, in Cash Incentive Awards, and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price, respectively, greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the person holding such Option Right or Appreciation Right. The Committee shall also make or provide for such adjustments in the number of Common Shares specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify.
12.
Change in Control. For purposes of this Plan, except as may be otherwise prescribed by the Committee in an Evidence of Award made under this Plan, a “Change in Control” will be deemed to have occurred upon the occurrence (after the Effective Date) of any of the following events:
a.
consummation of a consolidation or merger in which the Company is not the surviving corporation, the sale of substantially all of the assets of the Company, or the liquidation or dissolution of the Company;
b.
any person or other entity (other than the Company or a Subsidiary or any Company employee benefit plan (including any trustee of any such plan acting in its capacity as trustee)) purchases any Common Shares (or securities convertible into Common Shares) pursuant to a tender or exchange offer without the prior consent of the Board, or becomes the beneficial owner of securities of the Company representing 30% or more of the voting power of the Company’s outstanding securities without the prior consent of the Board; or
c.
during any two-year period commencing on or after the Effective Date, individuals who at the beginning of such period constitute the entire Board cease to constitute a majority of the Board; provided, that any person becoming a director of the Company during such two-year period whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors who at the beginning of such period constituted the entire Board or who became a director of the Company during such two-year period as described in this proviso (either by a specific vote or by approval of the Company’s proxy statement in which such person is named as a nominee of the Company for director), but excluding for this purpose any person whose initial assumption of office as a director of the Company occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors of the Company or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or person other than the Board, shall be, for purposes of this Section 12(c), considered as though such person was a member of the Board at the beginning of such period.

Notwithstanding the foregoing, with respect to any award under the Plan that is characterized as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of any payment in respect of such award unless such event would also constitute a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets of” the Company under Section 409A of the Code.

13.
Detrimental Activity and Recapture Provisions. Any Evidence of Award may reference a clawback policy of the Company or provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either (a) during employment or other service with the Company or a Subsidiary, or (b) within a specified period after termination of such employment or service, engages in any detrimental activity, as described in the applicable Evidence of Award or such clawback policy. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award or such clawback policy may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any Common Shares issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Shares may be traded.
14.
Non-U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide services to the Company or any Subsidiary under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) (to be considered part of this Plan) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the Shareholders.
15.
Transferability.
a.
Except as otherwise determined by the Committee, and subject to compliance with Section 17(b) of this Plan and Section 409A of the Code, no Option Right, Appreciation Right, Restricted Share, Restricted Share Unit, Performance Share, Performance Unit, Cash Incentive Award, award contemplated by Section 9 of this Plan or dividend equivalents paid with respect to awards made under this Plan will be transferable by the Participant except by will or the laws of descent and distribution. In no event will any such award granted under this Plan be transferred for value. Where transfer is permitted, references to “Participant” shall be construed, as the Committee deems appropriate, to include any permitted transferee to whom such award is transferred.
Except as otherwise determined by the Committee, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law or court supervision.
b.
The Committee may specify on the Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Share Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions on transfer, including minimum holding periods.
16.
Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of Common Shares, and such Participant fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold Common Shares having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required to be withheld under applicable income, employment, tax or other laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the Common Shares required to be delivered to the Participant, Common Shares having a value equal to the amount required to be withheld or by delivering to the Company other Common Shares held by such Participant. The Common Shares used for tax or other withholding will be valued at an amount equal to the fair market value of such Common Shares on the date the benefit is to be included in Participant’s income. In no event will the fair market value of the Common Shares to be withheld and delivered pursuant to this Section 16 exceed the minimum amount required to be withheld, unless (i) an additional amount can be withheld and not result in adverse accounting consequences, (ii) such additional withholding amount is authorized by the Committee, and (iii) the total amount withheld does not exceed the Participant’s estimated tax obligations attributable to the applicable transaction. Participants will also make such arrangements as the Company may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition of Common Shares acquired upon the exercise of Option Rights.
17.
Compliance with Section 409A of the Code.
a.
To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such section by the U.S. Department of the Treasury or the Internal Revenue Service.
b.
Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owed by a Participant to the Company or any of its Subsidiaries.
c.
If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the tenth business day of the seventh month after such separation from service.
d.
Solely with respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change in Control), a Change in Control shall occur only if such event also constitutes a “change in the ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies with Section 409A of the Code, without altering the definition of Change in Control for any purpose in respect of such award.
e.
Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.
18.
Amendments.
a.
The Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that if an amendment to this Plan, for purposes of applicable stock exchange rules and except as permitted under Section 11 of this Plan, (i) would materially increase the benefits accruing to Participants under this Plan, (ii) would materially increase the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv) must otherwise be approved by the Shareholders in order to comply with applicable law or the rules of the New York Stock Exchange or, if the Common Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Shares are traded or quoted, all as determined by the Board, then, such amendment will be subject to Shareholder approval and will not be effective unless and until such approval has been obtained.
b.
Except in connection with a corporate transaction or event described in Section 11 of this Plan or in connection with a Change in Control, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base Price of outstanding Appreciation Rights, or cancel outstanding “underwater” Option Rights or Appreciation Rights (including following a Participant’s voluntary surrender of “underwater” Option Rights or Appreciation Rights) in exchange for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without Shareholder approval. This Section 18(b) is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 11 of this Plan.
Notwithstanding any provision of this Plan to the contrary, this Section 18(b) may not be amended without approval by the Shareholders.
c.
If permitted by Section 409A of the Code, but subject to the paragraph that follows, including in the case of termination of employment or service, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in Control, to the extent a Participant holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Share Units as to which the Restriction Period has not been completed, or any Cash Incentive Awards, Performance Shares or Performance Units which have not been fully earned, or any dividend equivalents or other awards made pursuant to Section 9 of this Plan subject to any vesting schedule or transfer restriction, or who holds Common Shares subject to any transfer restriction imposed pursuant to Section 15(b) of this Plan, the Committee may, in its sole discretion, provide for continued vesting or accelerate the time at which such Option Right, Appreciation Right or other award may vest or be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Cash Incentive Awards, Performance Shares or Performance Units will be deemed to have been earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award.
d.
Subject to Section 18(b) of this Plan, the Committee may amend the terms of any award theretofore granted under this Plan prospectively or retroactively. Except for adjustments made pursuant to Section 11 of this Plan, no such amendment will materially impair the rights of any Participant without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination.
19.
Governing Law. This Plan and all grants and awards and actions taken hereunder will be governed by and construed in accordance with the internal substantive laws of the State of Ohio.
20.
Effective Date/Termination. This Plan will be effective as of the Effective Date. No grants will be made on or after the Effective Date under the Predecessor Plans, provided that outstanding awards granted under the Predecessor Plans will continue unaffected following the Effective Date. No grant will be made under this Plan on or after the tenth anniversary of the Effective Date, but all grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan. For clarification purposes, the terms and conditions of this Plan shall not apply to or otherwise impact previously granted and outstanding awards under the Predecessor Plans, as applicable.
21.
Miscellaneous Provisions.
a.
The Company will not be required to issue any fractional Common Shares pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.
b.
This Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time.
c.
Except with respect to Section 21(e) of this Plan, to the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision of this Plan.
d.
No award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or shares thereunder, would be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having jurisdiction over this Plan.
e.
Absence on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered interruption or termination of service of any employee for any purposes of this Plan or awards granted hereunder.
f.
No Participant will have any rights as a Shareholder with respect to any Common Shares subject to awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such Common Shares upon the share records of the Company.
g.
The Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant.
h.
Except with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the issuance of Common Shares under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which are intended to comply with the requirements of Section 409A of the Code. The Committee also may provide that deferred issuances and settlements include the crediting of dividend equivalents or interest on the deferral amounts.
i.
If any provision of this Plan is or becomes invalid or unenforceable in any jurisdiction, or would disqualify this Plan or any award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force and effect. Notwithstanding anything in this Plan or an Evidence of Award to the contrary, nothing in this Plan or in an Evidence of Award prevents a Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity a Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.
22.
Share-Based Awards in Substitution for Awards Granted by Another Company. Notwithstanding anything in this Plan to the contrary:
a.
Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted shares, restricted share units or other share or share-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Common Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.
b.
In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares available under a pre-existing plan previously approved by shareholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under this Plan; provided, however, that awards using such available shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any Subsidiary prior to such acquisition or merger.
c.
Any Common Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under Sections 22(a) or 22(b) of this Plan will not reduce the Common Shares available for issuance or transfer under this Plan or otherwise count against the limits contained in Section 3 of this Plan. In addition, no Common Shares subject to an award that is granted by, or becomes an obligation of, the Company under Sections 22(a) or 22(b) of this Plan, will be added to the aggregate limit contained in Section 3(a)(i) of this Plan.
EX-10.9 4 sitc-ex10_9.htm EX-10.9 EX-10.9

EXHIBIT 10.9

 

SITE CENTERS CORP.

DIRECTOR RESTRICTED SHARE UNITS AWARD AGREEMENT

This DIRECTOR RESTRICTED SHARE UNITS AWARD AGREEMENT (this “Agreement”) is made as of ______, 20__, by and between SITE Centers Corp., an Ohio corporation (the “Company”), and __________ (the “Grantee”).

1.
Certain Definitions. Capitalized terms used but not otherwise defined in this Agreement have the meanings given to such terms in the SITE Centers Corp. 2019 Equity and Incentive Compensation Plan (the “Plan”).
2.
Grant of Restricted Share Units. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, pursuant to authorization under a resolution of the Committee or the Board, as applicable, and for no separate purchase price, the Company has granted to the Grantee as of _____, 20__ (the “Date of Grant”) __________ Restricted Share Units of the Company (such grant, the “RSUs”). Each RSU shall represent the right of the Grantee to receive one Common Share subject to and upon the terms and conditions of the Plan and this Agreement.
3.
Restrictions on Transfer of RSUs. Subject to Section 15 of the Plan, neither the RSUs evidenced hereby nor any interest therein shall be transferable prior to when such RSUs become Vested pursuant to Section 4 hereof other than by will or pursuant to the laws of descent and distribution.
4.
Vesting of RSUs.
a.
The RSUs covered by this Agreement shall become nonforfeitable and subject to payment pursuant to Section 5 hereof (“Vested,” or similar terms) in substantially equal thirds on the first three anniversaries of the Date of Grant, in each case conditioned upon the Grantee’s continuous service on the Board through such date (the period from the Date of Grant through the third anniversary of the Date of Grant, the “Vesting Period”). Any portion of the RSUs that does not so become Vested will be forfeited, including (except as provided in Section 4(b) or Section 4(c) below) if the Grantee ceases to continuously serve on the Board prior to the Vesting of such portion of the RSUs.
b.
Notwithstanding Section 4(a) above, the RSUs shall become immediately Vested in full if the Grantee should die or become Disabled prior to the end of the Vesting Period while the Grantee is continuously serving on the Board (to the extent the RSUs have not previously become Vested).
c.
Notwithstanding Section 4(a) above, the RSUs shall become immediately Vested in full if a Change in Control occurs prior to the end of the Vesting Period while the Grantee is continuously serving on the Board (to the extent the RSUs have not previously become Vested).
d.
For purposes of this Agreement, “Disabled” shall mean that the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
5.
Form and Time of Payment of RSUs.
a.
Payment of the RSUs, after and to the extent they have become Vested, shall be made in the form of Common Shares, and shall occur within 30 days following the date on which such RSUs become Vested pursuant to Section 4 hereof.
b.
Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares may be issued to the Grantee in payment of the RSUs at a time earlier than otherwise expressly provided in this Agreement.
c.
The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Shares (and dividend equivalents) corresponding to such RSUs.
6.
Dividend Equivalents; Voting and Other Rights.
a.
The Grantee shall have no rights of ownership in the Common Shares underlying the RSUs and no right to vote the Common Shares underlying the RSUs until the date on which the Common Shares underlying the RSUs are issued or transferred to the Grantee pursuant to Section 5 above.
b.
From and after the Date of Grant and until the earlier of (i) the time when the RSUs become Vested and are paid in accordance with Section 5 hereof or (ii) the time when the Grantee’s right to receive Common Shares in payment of the RSUs is forfeited in accordance with Section 4 hereof, on the record date for the Company paying a cash dividend (if any) to holders of Common Shares generally, the Grantee shall be entitled to a current cash payment equal to the value of the product of (x) the dollar amount of the cash dividend paid per Common Share on such date and (y) the total number of unpaid RSUs covered by this Agreement. Such dividend equivalents (if any) shall be paid in cash to the Grantee within 30 days following the date that the Company pays the cash dividend (if any) to holders of Common Shares generally.
c.
The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Common Shares in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.
7.
Adjustments. The terms and conditions of the grant evidenced by this Agreement are subject to mandatory adjustment as provided in Section 11 of the Plan.
8.
Taxes. The Grantee will be solely responsible for the payment of all taxes that arise with respect to the granting and payment of the RSUs, including the payment of any Common Shares and/or dividend equivalents.
9.
Compliance With Securities Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue any RSUs pursuant to this Agreement if the issuance thereof would result in a violation of any such law.
10.
Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement, the RSUs and the Plan comply with or be exempt from the provisions of Section 409A of the Code. This Agreement, the RSUs and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement, the RSUs or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with or be exempt from Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder). Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
11.
No Right to Future Awards or Board Membership. The grant of the RSUs under this Agreement to the Grantee is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. Nothing contained in this Agreement shall confer upon the Grantee any right to continued service as a member of the Board.
12.
Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that (a) no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s written consent, and (b) the Grantee’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code.
13.
Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
14.
Relation to Plan. This Agreement is made and the RSUs evidenced hereby are granted under and pursuant to, and they are expressly made subject to all of the terms and conditions of, the Plan, notwithstanding anything herein to the contrary. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Committee or the Board, as applicable, acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein or in the Plan, have the right to determine any questions which arise in connection with this Agreement.
15.
Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the RSUs and the Grantee’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Grantee’s consent to participate in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
16.
Governing Law. This Agreement shall be governed by and construed with the internal substantive laws of the State of Ohio, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction.
17.
Successors and Assigns. Without limiting Section 3 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.
18.
Acknowledgement. The Grantee acknowledges that the Grantee (a) has received a copy of the Plan, (b) has had an opportunity to review the terms of this Agreement and the Plan, (c) understands the terms and conditions of this Agreement and the Plan and (d) agrees to such terms and conditions.
19.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

 

[SIGNATURES ON FOLLOWING PAGE]

 

 

 

 

 

 

 

 

 

 

 


 

SITE CENTERS CORP.

 

By:

Name:
Title:

Grantee Acknowledgment and Acceptance

By:

Name:

 
EX-10.10 5 sitc-ex10_10.htm EX-10.10 EX-10.10

Exhibit 10.10

 

ADJUSTMENT OF OUTSTANDING SITE CENTERS CORP. EQUITY AWARDS

(CURBLINE SPINOFF – SITC EMPLOYEES)

October 30, 2024

(for adjustments deemed effective as of October 1, 2024)

 

Introduction

Effective October 1, 2024, SITE Centers Corp. (“SITC”) effectuated a spin-off of Curbline Properties Corp. (“CURB”), which resulted in the distribution of 100% of SITC’s interest in CURB to holders of SITC common shares, par value $0.10 per share (“Common Shares” and such spin-off, the “Spin-Off”). CURB is now a publicly traded company. For more information about the Spin-Off, please refer to the information statement included as Exhibit 99.1 to the Registration Statement on Form 10, which was publicly filed by CURB with the U.S. Securities and Exchange Commission on September 3, 2024 (the “Information Statement”), as well as the Employee Matters Agreement by and between SITC and CURB that is an exhibit to such Registration Statement (the “Employee Matters Agreement”). The Registration Statement is available online at https://www.sec.gov/Archives/edgar/data/2027317/000119312524212125/d17677d1012b.htm.

 

This notice (“Notice”) describes the adjustment of outstanding SITC time-based restricted share unit, performance-based restricted share unit, and stock option awards, to the extent you held each (or any) of such awards immediately prior to the Spin-Off, all as now reflected in your account on the Shareworks website, as accessed through SITC’s intranet.

 

Adjusted RSU Awards

As a result of the Spin-Off, each time-based restricted share unit award that was outstanding as of immediately prior to the Spin-Off, and granted by SITC to you (if any) ( “RSU Award”) pursuant to the terms of the applicable SITC equity incentive plan (“Equity Plan”) and the related grant agreement documentation (the “RSU Agreement”), was equitably adjusted pursuant to its terms as of the date of, and immediately prior to the effective time of, the Spin-Off as follows (each, an “Adjusted RSU Award”):

•
The number of Common Shares subject to the unvested portion of such RSU Award was adjusted so that the Adjusted RSU Award will retain substantially the same intrinsic value (subject to particular rounding treatment) immediately after the Spin-Off that such RSU Award had immediately prior to the Spin-Off (the “Adjusted RSU Number”). The Adjusted RSU Number was determined by multiplying the RSU Award by a fraction, the numerator of which was the closing price of a Common Share on the last trading day before the Spin-Off, and the denominator of which was the average of the daily volume-weighted average price of a Common Share on October 1, 2024 and each of the nine trading days immediately thereafter (the “Adjustment Ratio”); and
•
For any portion of such RSU Award that remained unvested, the number of Common Shares subject to such Adjusted RSU Number was divided (1) equally by, or (2) only in the case of any such RSU Award without a substantially equal number of units vesting on each date in the original vesting schedule, proportionately (in accordance with the original vesting schedule) based on, the -2- number of vesting dates remaining in the original vesting schedule applicable to such RSU Award, and the resulting number (or numbers, as applicable, in the case of any such proportionate division) is the “Adjusted RSU Per Tranche Amount”. The Adjusted RSU Award will continue to vest in accordance with the original vesting schedule for such RSU Award, provided that each Adjusted RSU Per Tranche Amount (rounded down to the nearest whole Common Share) will vest on each of the applicable vesting dates remaining in the original vesting schedule. However, all fractional portions of all Adjusted RSU Per Tranche Amounts will be aggregated and rounded down to the nearest whole Common Share (such rounded sum, the “Fractional RSU Amount”). The very first Adjusted RSU Per Tranche Amount to vest following the Spin-Off will then be increased by the number of restricted share units equal to the Fractional RSU Amount. Any remaining fractional unit that would otherwise be settled will be eliminated for no consideration or payment.

 

Terms of Each Adjusted RSU Award

This adjustment was determined by the Compensation Committee of the Board of Directors of SITC (the “Committee”) under the terms of the Equity Plan. Except as provided herein, each Adjusted RSU Award continues to be governed by (1) the RSU Agreement that covers such RSU Award (implementing the changes as described in the bullet points above), and (2) the Equity Plan under which such RSU Award was granted (with such RSU Award deemed adjusted in all other manners to reflect substantially the adjustment of such RSU Award as described in the Information Statement and the Employee Matters Agreement).

Adjusted PRSU Awards

As a result of the Spin-Off, each performance-based restricted share unit award that was outstanding as of immediately prior to the Spin-Off and granted by SITC to you (if any) ( “PRSU Award”) pursuant to the terms of the Equity Plan and the related grant agreement documentation (the “PRSU Agreement”), was equitably adjusted pursuant to its terms into a time-based restricted share unit award covering Common Shares as of the date of, and immediately prior to the effective time of, the Spin-Off as follows (each, a “Replacement RSU Award”):

•
The relative achievement of the Management Objectives applicable to such PRSU Award, and thus the number of performance-based restricted share units that were earned under such PRSU Award, was determined to be earned at the greater of actual or 150% of target performance as of the date of the Spin-Off (rather than at the end of the original Performance Period for such PRSU Award); and
•
The number of Common Shares subject to such earned portion of such PRSU Award was adjusted by multiplying such earned portion by the Adjustment Ratio to account for the effect of the Spin-Off on the value of Common Shares in a manner intended for such earned portion of such PRSU Award to retain substantially the same intrinsic value (subject to particular rounding treatment) immediately after the Spin-Off that such earned portion of such PRSU Award had immediately prior to the Spin-Off.

 

Terms of Each Replacement RSU Award

The PRSU Award has also been adjusted into the Replacement RSU Award in the following ways:

1.
The PRSU Award was converted from a performance-based restricted share unit award into a time-based restricted share unit award covering the earned Common Shares described above, which means that the Replacement RSU Award represents the right to receive such earned Common Shares upon the satisfaction of the time-based vesting criteria described in this Notice, and such Replacement RSU Award is no longer subject to the achievement of the Management Objectives (or related performance-based provisions) to which the PRSU Award was subject.
2.
Where and as applicable, references to “Performance-Based Restricted Share Units” or “PRSUs” (and similar terms) in the PRSU Agreement are deemed references to “Restricted Share Units” or “RSUs” (or similar terms), respectively.
3.
Except as provided in Section 4 below, any references to a “Performance Period” or “Management Objectives,” any modification of the number of Common Shares subject to the PRSU Award based on the same (or similar) terms, and the Statement of Management Objectives attached to the PRSU Agreement and any references thereto are deemed no longer applicable, as necessary or desirable, with respect to such Replacement RSU Award, in order to reflect the adjustment of the PRSU Award as described herein. For the avoidance of doubt, any references in the PRSU Agreement regarding the concept of “earning” an award (as distinguished from vesting in an award) will not apply to the Replacement RSU Award after the adjustments as described herein.
4.
Where and as applicable, references or provisions in the PRSU Agreement regarding the crediting and deferred payout of additional Common Shares as dividend equivalents on the PRSU Award are deemed adjusted and administered, effective as of the effective date first written above, to represent references or provisions for the Replacement RSU Award regarding the current payout in cash of dividend equivalents on the Replacement RSU Award.
5.
Your Replacement RSU Award will vest in full on the last day of the “Performance Period” as provided for in the original PRSU Agreement, provided that you remain in the continuous employ of SITC or a subsidiary through such date. Accordingly, any unvested restricted share units subject to the Replacement RSU Award will be cancelled and forfeited if you terminate employment prior to such date (except as otherwise provided pursuant to Section 4 of your original PRSU Agreement).

 

These adjustments were determined by the Committee under the terms of the Equity Plan. Except as provided herein, each Replacement RSU Award continues to be governed by (1) the PRSU Agreement that covers such PRSU Award (implementing the changes as described above), and (2) the Equity Plan under which such PRSU Award was granted (with such PRSU Award deemed adjusted in all other manners to reflect substantially the adjustment of such PRSU Award as described in the Information Statement and the Employee Matters Agreement).

 

Adjustment of Option Awards As a result of the Spin-Off, each stock option that was outstanding as of immediately prior to the Spin-Off and granted by SITC to you ( “Option”) pursuant to the terms of the Equity Plan and related grant agreement documentation (the “Option Agreement”), was equitably adjusted pursuant to its terms as of the date of, and immediately prior to the effective time of, the Spin-Off as follows (each, an “Adjusted Option”):

•
The exercise price for such Option and the number of Common Shares subject to such Option were adjusted so that the Adjusted Option will retain substantially the same intrinsic value (subject to particular rounding treatment) immediately after the Spin-Off that such Option had immediately prior to the Spin-Off. The exercise price of the Adjusted Option was determined by dividing the applicable pre-Spin-Off exercise price by the Adjustment Ratio. The number of Common Shares subject to such Adjusted Option was determined by multiplying each Option by the Adjustment Ratio.

 

Terms of Each Adjusted Option

These adjustments were determined by the Committee under the terms of the Equity Plan. Except as provided herein, each Adjusted Option continues to be governed by (1) the Option Agreement that covers such Option (implementing the changes as described in the bullet point above), and (2) the Equity Plan under which such Option was granted (with such Option deemed adjusted in all other manners to reflect substantially the adjustment of such Option as described in the Information Statement and the Employee Matters Agreement included as an exhibit thereto).

EX-10.11 6 sitc-ex10_11.htm EX-10.11 EX-10.11

EXHIBIT 10.11

 

ADJUSTMENT OF OUTSTANDING SITE CENTERS CORP. EQUITY AWARDS

(CURBLINE SPINOFF – CURB EMPLOYEES)

October 30, 2024

(for adjustments deemed effective as of October 1, 2024)

 

Introduction

Effective October 1, 2024, SITE Centers Corp. (“SITC”) effectuated a spin-off of Curbline Properties Corp. (“CURB”), which resulted in the distribution of 100% of SITC’s interest in CURB to holders of SITC common shares, par value $0.10 per share (“SITC Common Shares” and such spin-off, the “Spin-Off”). CURB is now a publicly traded company. For more information about the Spin-Off, please refer to the information statement included as Exhibit 99.1 to the Registration Statement on Form 10, which was publicly filed by CURB with the U.S. Securities and Exchange Commission on September 3, 2024 (the “Information Statement”), as well as the Employee Matters Agreement by and between SITC and CURB that is an exhibit to such Registration Statement (the “Employee Matters Agreement”). The Registration Statement is available online at https://www.sec.gov/Archives/edgar/data/2027317/000119312524212125/d17677d1012b.htm.

 

This notice (“Notice”) describes the adjustment of outstanding SITC time-based restricted share unit, performance-based restricted share unit, and stock option awards, to the extent you held each (or any) of such awards immediately prior to the Spin-Off, all as now reflected in your account on the Fidelity NetBenefits website, as accessed through CURB’s intranet.

 

CURB Adjusted RSU Awards

As a result of the Spin-Off, each time-based restricted share unit award that was outstanding as of immediately prior to the Spin-Off, and granted by SITC to you (if any) (“SITC RSU Award”) pursuant to the terms of the applicable SITC equity incentive plan (“SITC Equity Plan”) and the related grant agreement documentation (the “SITC RSU Agreement”), was equitably adjusted pursuant to its terms into a restricted stock unit award covering CURB common stock, par value $0.01 per share (“CURB Common Stock”), as of the date of, and immediately prior to the effective time of, the Spin-Off as follows (each, a “CURB Adjusted RSU Award”):

•
The number of SITC Common Shares subject to the unvested portion of such SITC RSU Award was adjusted into a number of shares of CURB Common Stock so that the CURB Adjusted RSU Award will retain substantially the same intrinsic value (subject to particular rounding treatment) immediately after the Spin-Off that such SITC RSU Award had immediately prior to the Spin-Off (the “Adjusted RSU Number”). The Adjusted RSU Number was determined by multiplying the SITC RSU Award by a fraction, the numerator of which was the closing price of a SITC Common Share on the last trading day before the Spin-Off, and the denominator of which was the average of the daily volume-weighted average price of a share of CURB Common Stock on October 1, 2024 and each of the nine trading days immediately thereafter (the “SITC to CURB Conversion Ratio”); and
•
For any portion of such SITC RSU Award that remained unvested, the number of shares of CURB Common Stock subject to such Adjusted RSU Number was divided (1) equally by, or (2) only in the case of any such SITC RSU Award without a substantially equal number of units vesting on each date in the original vesting schedule, proportionately (in accordance with the original vesting schedule) based on, the number of vesting dates remaining in the original vesting schedule applicable to such SITC RSU Award, and the resulting number (or numbers, as applicable, in the case of any such proportionate division) is the “Adjusted RSU Per Tranche Amount”. The CURB Adjusted RSU Award will continue to vest in accordance with the original vesting schedule for such SITC RSU Award, provided that each Adjusted RSU Per Tranche Amount (rounded down to the nearest whole share of CURB Common Stock) will vest on each of the applicable vesting dates remaining in the original vesting schedule. However, all fractional portions of all Adjusted RSU Per Tranche Amounts will be aggregated and rounded down to the nearest whole share of CURB Common Stock (such rounded sum, the “Fractional RSU Amount”).
The very first Adjusted RSU Per Tranche Amount to vest following the Spin-Off will then be increased by the number of restricted stock units equal to the Fractional RSU Amount. Any remaining fractional unit that would otherwise be settled will be eliminated for no consideration or payment.

 

Terms of Each CURB Adjusted RSU Award

This adjustment was determined by the Compensation Committee of the Board of Directors of SITC (the “Committee”) under the terms of the SITC Equity Plan. Each SITC RSU Award was originally issued under the terms of the SITC Equity Plan, but each CURB Adjusted RSU Award is issued under the Curbline Properties Corp. 2024 Equity and Incentive Compensation Plan (the “CURB Equity Plan”) as an “Adjusted Award” (as defined in the CURB Equity Plan). There is substantial similarity in terms between the SITC Equity Plan and the CURB Equity Plan, and each CURB Adjusted RSU Award is subject to the terms and conditions of the CURB Equity Plan, including as described below. Accordingly, for purposes of the CURB Equity Plan and each CURB Adjusted RSU Award, the related SITC RSU Agreement and this Notice constitute the Evidence of Award and such documents are collectively referred to herein as a “CURB Adjusted RSU Agreement.”

 

Generally, each CURB Adjusted RSU Award (and the related CURB Adjusted RSU Agreement) differs from the related SITC RSU Award that it adjusted in that each CURB Adjusted RSU Award (1) represents the right to receive shares of CURB Common Stock upon the satisfaction of the time-based vesting criteria provided for in this Notice, and (2) has been deemed adjusted to the extent necessary to reflect the fact that you provide services to CURB or its subsidiaries or affiliates (and not SITC or its subsidiaries or affiliates) and the issuer of the CURB Common Stock is CURB (and not SITC). For the avoidance of doubt, the transfer of your employment to CURB or its subsidiaries or affiliates in connection with the Spin-Off alone will not constitute a termination of employment with SITC for purposes of the SITC RSU Agreement.

 

In particular, the CURB Adjusted RSU Award differs from the SITC RSU Award which it adjusted in the following ways:

1.
The SITE RSU Award was converted from a SITC time-based restricted share unit award into a CURB time-based restricted stock unit award covering CURB Common Stock, which means that CURB Adjusted RSU Award represents the right to receive a specified number of shares of CURB Common Stock upon the satisfaction of the original time-based vesting criteria.
2.
Where and as applicable, references to “Restricted Share Units” or “RSUs” (and similar terms) in the SITC RSU Agreement are deemed references to “Restricted Stock Units” or “RSUs” (or similar terms), respectively, and references to SITC Common Shares will be deemed references to shares of CURB Common Stock.
3.
Where and as applicable, references in the SITC RSU Agreement to (a) SITC or its subsidiaries or affiliates (or their policies or administrative entities) are deemed references to CURB or its subsidiaries or affiliates (or their policies or administrative entities), (b) the SITC Equity Plan are deemed references to the CURB Equity Plan, as applicable.
4.
Reference to “Section 11” of the SITC Equity Plan in the SITC RSU Agreement is deemed reference to “Section 12” of the CURB Equity Plan in the CURB Adjusted RSU Agreement.
5.
Any references to the potential deferral of the SITC RSU Award shall be inapplicable with respect to the CURB Adjusted RSU Award.

In addition, the SITC RSU Award is deemed adjusted in all other manners to reflect substantially the adjustment of such SITC RSU Award as described in the Information Statement and the Employee Matters Agreement.

 

 

 

CURB Adjusted PRSU Awards

As a result of the Spin-Off, each performance-based restricted share unit award that was outstanding as of immediately prior to the Spin-Off and granted by SITC to you (if any) (“SITC PRSU Award”) pursuant to the terms of the SITC Equity Plan and the related grant agreement documentation (the “SITC PRSU Agreement”), was equitably adjusted pursuant to its terms into a time-based restricted stock units award covering CURB Common Stock as of the date of, and immediately prior to the effective time of, the Spin-Off as follows (each, a “CURB Replacement RSU Award”):

•
The relative achievement of the Management Objectives applicable to such SITC PRSU Award, and thus the number of performance-based restricted share units that were earned under such SITC PRSU Award, was determined to be earned at the greater of actual or 150% of target performance as of the date of the Spin-Off (rather than at the end of the original Performance Period for such SITC PRSU Award); and
•
The number of SITC Common Shares subject to such earned portion of such SITC PRSU Award was adjusted into a number of shares of CURB Common Stock by multiplying such earned portion by the SITC to CURB Conversion Ratio to account for the effect of the Spin-Off on the value of SITC Common Shares in a manner intended for such earned portion of such SITC PRSU Award to retain substantially the same intrinsic value (subject to particular rounding treatment) immediately after the Spin-Off that such earned portion of such SITC PRSU Award had immediately prior to the Spin-Off.

 

Terms of Each CURB Replacement RSU Award

This adjustment was determined by the Committee under the terms of the SITC Equity Plan. Each SITC PRSU Award was originally issued under the terms of the SITC Equity Plan, but each CURB Replacement RSU Award is issued under the CURB Equity Plan as an “Adjusted Award” (as defined in the CURB Equity Plan). There is substantial similarity in terms between the SITC Equity Plan and the CURB Equity Plan, and each CURB Replacement RSU Award is subject to the terms and conditions of the CURB Equity Plan, including as described below. Accordingly, for purposes of the CURB Equity Plan and each CURB Replacement RSU Award, the related SITC PRSU Agreement and this Notice constitute the Evidence of Award and such documents are collectively referred to herein as a “CURB Replacement RSU Agreement.”

Generally, each CURB Replacement RSU Award (and the related CURB Replacement RSU Agreement) differs from the related SITC RSU Award that it adjusted in that each CURB Replacement RSU Award (1) represents the right to receive shares of CURB Common Stock upon the satisfaction of the time-based vesting criteria provided for in this Notice, and (2) has been deemed adjusted to the extent necessary to reflect the fact that you provide services to CURB or its subsidiaries or affiliates (and not SITC or its subsidiaries or affiliates) and the issuer of the CURB Common Stock is CURB (and not SITC). For the avoidance of doubt, the transfer of your employment to CURB or its subsidiaries or affiliates in connection with the Spin-Off alone will not constitute a termination of employment with SITC for purposes of the SITC PRSU Agreement.

In particular, the CURB Replacement RSU Award differs from the SITC PRSU Award which it adjusted in the following ways:

1.
The CURB Replacement RSU Award was converted from a SITC performance-based restricted share unit award into a CURB time-based restricted stock unit award covering the earned SITC Common Shares described above (adjusted into CURB Common Stock), which means that the CURB Replacement RSU Award represents the right to receive such earned CURB Common Stock upon the satisfaction of the time-based vesting criteria described in this Notice, and such CURB Replacement RSU Award is no longer subject to the achievement of the Management Objectives (or related performance-based provisions) to which the SITC PRSU Award was subject.
2.
Where and as applicable, references to “Performance-Based Restricted Share Units” or “PRSUs” (and similar terms) in the SITC PRSU Agreement are deemed references to “Restricted Stock Units” or “RSUs” (or similar terms), respectively, and references to SITC Common Shares will be deemed references to shares of CURB Common Stock.
3.
Where and as applicable, references in the SITC PRSU Agreement to (a) SITC or its subsidiaries or affiliates (or their policies or administrative entities) are deemed references to CURB or its subsidiaries or affiliates (or their policies or SITC Equity Plan are deemed references to the CURB Equity Plan, as applicable.
4.
Except as provided in Section 7 below, any references to a “Performance Period” or “Management Objectives,” any modification of the number of SITC Common Shares subject to the SITC PRSU Award based on the same (or similar) terms, and the Statement of Management Objectives attached to the SITC PRSU Agreement and any references thereto are deemed no longer applicable, as necessary or desirable, with respect to such CURB Replacement RSU Award, in order to reflect the adjustment of the SITC PRSU Award as described herein. For the avoidance of doubt, any references in the SITC PRSU Agreement regarding the concept of “earning” an award (as distinguished from vesting in an award) will not apply to the CURB Replacement RSU Award after the adjustments as described herein.
5.
Where and as applicable, references or provisions in the SITC PRSU Agreement regarding the crediting and deferred payout of additional SITC Common Shares as dividend equivalents on the SITC PRSU Award are deemed adjusted and administered, effective as of the effective date first written above, to represent references or provisions for the CURB Replacement RSU Award regarding the current payout in cash of dividend equivalents on the CURB Replacement RSU Award.
6.
References to “Section 11” and “Section 15” of the SITC Equity Plan in the SITC PRSU Agreement are deemed references to “Section 12” and “Section 16” of the CURB Equity Plan in the CURB Replacement RSU Agreement.
7.
Your CURB Replacement RSU Award will vest in full on the last day of the “Performance Period” as provided for in the original SITC PRSU Agreement, provided that you remain in the continuous employ of CURB or a subsidiary through such date. Accordingly, any unvested restricted stock units subject to the CURB Replacement RSU Award will be cancelled and forfeited if you terminate employment prior to such date (except as otherwise provided pursuant to Section 4 of your original SITC PRSU Agreement).

In addition, the SITC PRSU Award is deemed adjusted in all other manners to reflect substantially the adjustment of such SITC PRSU Award as described in the Information Statement and the Employee Matters Agreement.

 

Adjustment of Option Awards

As a result of the Spin-Off, each stock option that was outstanding as of immediately prior to the Spin-Off and granted by SITC to you ( “Option”) pursuant to the terms of the SITC Equity Plan and related grant agreement documentation (the “Option Agreement”), was equitably adjusted pursuant to its terms as of the date of, and immediately prior to the effective time of, the Spin-Off as follows (each, an “Adjusted Option”):

•
The exercise price for such Option (which will be settled in SITC Common Shares) was adjusted and the number of SITC Common Shares subject to such Option was adjusted so that the Adjusted Option will retain substantially the same intrinsic value (subject to particular rounding treatment) immediately after the -6- Spin-Off that such Option had immediately prior to the Spin-Off. The number of SITC Common Shares subject to such Adjusted Option was determined by multiplying each Option by a fraction, the numerator of which was the closing price of a SITC Common Share on the last trading day before the Spin-Off, and the denominator of which was the average of the daily volume-weighted average price of a SITC Common Share on October 1, 2024 and each of the nine trading days immediately thereafter (the “Option Adjustment Ratio”). The exercise price of the Adjusted Option was determined by dividing the applicable pre-Spin-Off exercise price by the Option Adjustment Ratio.
Each Option continues to be denominated in SITC Common Shares.

 

Terms of Each Adjusted Option

These adjustments were determined by the Committee under the terms of the SITC Equity Plan. Each Adjusted Option (1) has been deemed adjusted to the extent necessary to reflect the fact that you provide services to CURB or its subsidiaries or affiliates (and not SITC or its subsidiaries or affiliates) and the issuer of the CURB Common Stock is CURB (and not SITC) (and, for the avoidance of doubt, the transfer of your employment to CURB or its subsidiaries or affiliates in connection with the Spin-Off alone will not constitute a termination of employment with SITC for purposes of the Option Agreement), and (2) except as provided herein, continues to be governed by (A) the Option Agreement that covers such Option (implementing the changes as described in the bullet point above and this paragraph), and (B) the SITC Equity Plan under which such Option was granted (with such Option deemed adjusted in all other manners to reflect substantially the adjustment of such Option as described in the Information Statement and the Employee Matters Agreement).

EX-10.15 7 sitc-ex10_15.htm EX-10.15 EX-10.15

 

Exhibit 10.15

 

EMPLOYMENT AGREEMENT

 

This Employment Agreement (this “Agreement”), dated as of August 28, 2024, is by and between SITE Centers Corp., an Ohio corporation (“SITE Centers” or the “Company”), and Gerald R. Morgan (“Executive”).

 

The Board of Directors of SITE Centers (the “Board”), on behalf of the Company, and Executive desire to enter into this Agreement to reflect the terms pursuant to which Executive will serve SITE Centers on and after the Effective Date. “Effective Date” shall mean a date between September 16, 2024 and November 15, 2024 on which Executive commences employment with SITE Centers (as selected by Executive upon five (5) business days’ advance notice to the Company). In the event the Effective Date has not occurred on or prior to November 15, 2024, this Agreement shall immediately terminate on such date. Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 22 of this Agreement.

 

SITE Centers and Executive agree, effective as of the Effective Date, as follows:

 

1.
Employment, Term. To the extent the consummation of the Company’s anticipated spin-off of Curbline Properties Corp., its convenience property portfolio, into a separate publicly traded company (the “Spin-Off”) and the related resignation of the Company’s current Chief Financial Officer and Treasurer has not occurred on or prior to the Effective Date, SITE Centers will engage and employ Executive as of the Effective Date to render services in the administration and operation of its affairs as a Senior Vice President, reporting directly to SITE Centers’ Chief Executive Officer (the “CEO”) and performing such duties and having such responsibilities and authority as are customarily incident to senior vice presidents of companies similar in size to, and in a similar business as, SITE Centers, together with such other duties as, from time to time, may be specified by the CEO, in a manner consistent with Executive’s status as Senior Vice President, all in accordance with the terms and conditions of this Agreement, for a term extending from the Effective Date until the Termination Date. Either (a) from and after the consummation of the Spin-Off and the related resignation of the Company’s current Chief Financial Officer and Treasurer (if the Spin-Off occurs on or after the Effective Date), or (b) from and after the Effective Date (if the Spin-Off occurs before the Effective Date), SITE Centers will engage and employ Executive to serve as the Company’s Chief Financial Officer and Treasurer (“CFO”) reporting directly to the CEO and performing such duties and having such responsibilities and authority as are customarily incident to chief financial officers of companies similar in size to, and in a similar business as, SITE Centers, together with such other duties as, from time to time, may be specified by the CEO; provided, however, that in the event the Company fails to consummate the Spin-Off for any reason (and therefore Executive does not attain the position of CFO), such events shall not constitute “Good Reason” for purposes of this Agreement, including in respect of Section 7.2. The period of time from the Effective Date through the Termination Date is sometimes referred to herein as the “Contract Period.” During the Contract Period while Executive is employed by SITE Centers, Executive shall report to the CEO.
2.
Full-Time Services. Throughout the Contract Period while Executive is employed by SITE Centers, Executive will devote substantially all of Executive’s business time and efforts to the service of SITE Centers, except for (a) usual vacation periods and reasonable periods of illness, (b) reasonable periods of time devoted to Executive’s personal financial affairs, and (c) with the prior consent of the CEO, services as a director or trustee of other corporations or organizations, either for profit or not for profit, that are not in competition with SITE Centers; provided, however, that in no event shall Executive devote less than 90% of Executive’s business time and efforts to the service of SITE Centers.

 

 

 

 

 

 

 

 

 

 

 

3.
Compensation. For all services to be rendered by Executive to SITE Centers under this Agreement during the Contract Period while Executive is employed by SITE Centers, including services as Senior Vice President (or CFO, as applicable) and any other services specified by the CEO, SITE Centers will pay and provide to Executive the compensation and benefits specified in this Section 3.
3.1
Base Salary. From and after the Effective Date and through the end of the Contract Period while Executive is employed by SITE Centers, SITE Centers will pay Executive base salary (the “Base Salary”), in equal monthly or more frequent installments, at the rate of not less than Five Hundred Thousand Dollars ($500,000) per year. Any such increased Base Salary shall constitute “Base Salary” for purposes of this Agreement.
3.2
Annual Bonus. For each calendar year during the Contract Period while Executive is employed by SITE Centers, subject to achievement of applicable performance criteria (if any), the Company shall make an annual incentive payment to Executive, in cash, for such calendar year (an “Annual Bonus”) between January 1 and March 15 of the immediately subsequent calendar year in an amount not to exceed $300,000, provided that the Annual Bonus paid to Executive in respect of 2024 shall be reduced pro rata based on the portion of 2024 during which Executive was not employed by (or serving as a consultant to) the Company. The Company’s payment of an Annual Bonus to Executive shall be determined based on the factors and criteria that have been or may be reasonably established from time to time for the calculation of the Annual Bonus by the CEO or the Committee, as applicable. For each calendar year in the Contract Period while Executive is employed by SITE Centers (starting with 2025), the Board or the Committee or the CEO, as applicable, will (if applicable) establish, and thereafter provide Executive with written notice of, the performance metrics and their relative weighting to be used in, and any specific threshold, target and maximum performance targets applicable to, the determination of the Annual Bonus for Executive for such calendar year not later than March 15 of such year. There is no guaranteed Annual Bonus under this Agreement, and for each applicable year, Executive’s Annual Bonus could be as low as zero or as high as $300,000. Notwithstanding anything in this Agreement to the contrary, each Annual Bonus shall be on the terms and subject to such conditions as are specified for the particular Company plans or programs pursuant to which the Annual Bonus is granted.
3.3
Taxes. Executive shall be solely responsible for taxes imposed on Executive by reason of any compensation and benefits provided under this Agreement, and all such compensation and benefits shall be subject to applicable withholding taxes.
4.
Benefits.
4.1
Retirement and Other Benefit Plans Generally. Throughout the Contract Period while Executive is employed by SITE Centers, Executive will be entitled to participate in all retirement and other benefit plans maintained by SITE Centers that are generally available to its senior executives and with respect to which Executive is eligible pursuant to the terms of the underlying plan or plans, including, without limitation, the SITE Centers 401(k) plan for its employees and any SITE Centers deferred compensation program.
4.2
Insurance, Generally. Throughout the Contract Period while Executive is employed by SITE Centers, SITE Centers will provide an enrollment opportunity to Executive and Executive’s eligible dependents for health, dental and vision insurance coverage, other insurance (e.g., life, disability, etc.) and any other health and welfare benefits maintained by SITE Centers from time to time, if any, during the Contract Period that are generally available to its senior executives and

 

 

 

2

 

 

 

with respect to which Executive is eligible pursuant to the terms of the underlying plan or plans. To the extent that SITE Centers maintains officer insurance coverage, Executive shall be covered by such policy on terms no less favorable than provided to other officers.
4.3
Paid Time Off. Executive will be entitled to such periods of paid time off during the Contract Period while Executive is employed by SITE Centers as may be provided from time to time under any SITE Centers paid time off policy for senior executive officers.
5.
Expense Reimbursements. SITE Centers will reimburse Executive during the Contract Period while Executive is employed by SITE Centers for travel, entertainment, and other expenses reasonably and necessarily incurred by Executive in connection with SITE Centers’ business. Executive will provide such documentation with respect to expenses to be reimbursed as SITE Centers may reasonably request.
6.
Termination.
6.1
Death or Disability. Executive’s employment under this Agreement will terminate immediately upon Executive’s death. During the Contract Period while Executive is employed by SITE Centers, SITE Centers shall terminate Executive’s employment under this Agreement immediately upon giving notice of termination if Executive is Totally Disabled (as that term is defined in Section 9.1 below) for an aggregate of 120 days in any consecutive 12 calendar months or for 90 consecutive days.
6.2
For Cause by SITE Centers.
(a)
During the Contract Period while Executive is employed by SITE Centers, SITE Centers may terminate Executive’s employment under this Agreement for “Cause” at any time upon the occurrence of any of the following circumstances:
(i)
willful failure by Executive substantially to perform the lawful instructions of SITE Centers or one of its Subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) following written notice by SITE Centers to Executive of such failure and 10 days within which to cure such failure;
(ii)
Executive’s theft or embezzlement of SITE Centers property;
(iii)
Executive’s dishonesty in the performance of Executive’s duties resulting in material harm to SITE Centers;
(iv)
any act by Executive that constitutes (A) a felony under the laws of the United States or any state thereof or, where applicable, any other equivalent offense (including a crime subject to a custodial sentence) under the laws of the applicable jurisdiction, or (B) any other crime involving moral turpitude;
(v)
willful or gross misconduct by Executive in connection with Executive’s duties to SITE Centers or otherwise which, in the reasonable good faith judgment of the Board, could reasonably be expected to be materially injurious to the financial condition or business reputation of SITE Centers, its Subsidiaries or affiliates; or
(vi)
breach of the provisions of any restrictive covenants with SITE Centers, its Subsidiaries or affiliates.

 

 

 

3

 

 

 

(b)
The termination of Executive’s employment under this Agreement shall not be deemed to be for “Cause” pursuant to this Section 6.2 unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Executive has committed the conduct described in Sections 6.2(a)(i), (ii), (iii), (iv), (v) or (vi) above, and specifying the particulars thereof in detail.
6.3
For Good Reason by Executive. During the Contract Period while Executive is employed by SITE Centers, Executive may terminate Executive’s employment under this Agreement for “Good Reason” if any of the following circumstances occur:
(a)
SITE Centers materially reduces Executive’s authority, duties or responsibilities from those set forth in Section 1 above;
(b)
SITE Centers materially reduces Executive’s Base Salary or Annual Bonus opportunity from that set forth in Section 3 above (but only to the extent that such reduction results in a substantial reduction in Executive’s total compensation);
(c)
Executive is required to report to anyone other than the CEO; or
(d)
SITE Centers materially breaches any of its obligations under this Agreement.

Notwithstanding the foregoing, no termination of employment by Executive shall constitute a termination for “Good Reason” unless (i) Executive gives SITE Centers notice of the existence of an event described in clause (a), (b), (c) or (d) above, within sixty (60) days following the occurrence thereof and (ii) SITE Centers does not remedy such event described in clause (a), (b), (c) or (d) above, as applicable, within thirty (30) days of receiving the notice described in the preceding clause (i), and (iii) in all cases, Executive terminates employment pursuant to this Section 6.3 within one year from the date the event described in clause (a), (b), (c) or (d) above initially occurred.

6.4
Without Cause by SITE Centers. During the Contract Period while Executive is employed by SITE Centers, SITE Centers may terminate Executive’s employment under this Agreement at any time without Cause pursuant to written notice provided to Executive not less than 90 days in advance of such termination upon the affirmative vote of a majority of all of the members of the Board. Any termination under this Section 6.4 will be effective at such time during the Contract Period while Executive is employed by SITE Centers as may be specified in that written notice, subject to the preceding sentence.
6.5
Without Good Reason by Executive. During the Contract Period while Executive is employed by SITE Centers, Executive may terminate Executive’s employment under this Agreement at any time without Good Reason pursuant to written notice provided to SITE Centers not less than 90 days in advance of such termination. Any termination under this Section 6.5 will be effective at such time during the Contract Period while Executive is employed by SITE Centers as Executive may specify in that written notice, subject to the preceding sentence.
7.
Payments Upon Termination of Employment.
7.1
Upon Termination For Cause or Without Good Reason. If Executive’s employment under this Agreement is terminated by SITE Centers for Cause or by Executive without Good

 

 

 

4

 

 

 

Reason during the Contract Period while Executive is employed by SITE Centers, SITE Centers will pay and provide to Executive the Executive’s Base Salary and any accrued but unused paid time off through the Termination Date in accordance with SITE Centers policy to the extent not already paid and continuing health, dental and vision insurance and other insurance (e.g., life, disability, etc.) at the levels specified in Section 4.2 through the Termination Date, and, except as may otherwise be required by law, SITE Centers will not pay or provide to Executive any further compensation or other benefits under this Agreement. SITE Centers will pay any Base Salary referred to in this Section 7.1 to Executive within 30 days of the Termination Date.
7.2
Upon Termination Without Cause or For Good Reason. If Executive’s employment under this Agreement is terminated by SITE Centers other than due to Cause, death or disability (pursuant to Section 6.1), or by Executive for Good Reason, during the Contract Period while Executive is employed by SITE Centers, and Section 7.5 does not apply, SITE Centers will pay and provide to Executive the amounts and benefits specified in this Section 7.2, except that SITE Centers will not be obligated to pay the lump sum amounts specified in Section 7.2 (c), (d) and (e) unless either (x) SITE Centers is deemed to have waived its right to present and require a Release as provided in Section 8.2 or (y) Executive has timely executed a Release as contemplated by Section 8.3. The amounts and benefits specified in this Section 7.2 are as follows:
(a)
A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paid in accordance with SITE Centers policy. SITE Centers will pay this amount to Executive within 30 days of the Termination Date.
(b)
A lump sum amount equal to Executive’s Annual Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs.
(c)
A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period, and calculated on the basis of actual performance of Executive for such pro-rated period, as determined in the sole, reasonable discretion of the CEO or the Committee, as applicable. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
(d)
A lump sum amount equal to $600,000. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
(e)
A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium (both the employee and the employer portion) for employer-provided health, dental and vision insurance benefits in effect for Executive and Executive’s eligible dependents as of the Termination Date, plus (B) the employer portion of the monthly premium for other employer-provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. Subject to Section 13.1, SITE Centers will pay this amount to

 

 

 

5

 

 

 

Executive as soon as practicable (but no later than 74 days) following the Termination Date.
7.3
Upon Termination by Reason of Death. If Executive’s employment under this Agreement is terminated by reason of Executive’s death during the Contract Period while Executive is employed by SITE Centers, SITE Centers will pay, or cause to be paid, and provide, or cause to be provided, to Executive’s personal representative and Executive’s eligible dependents, as appropriate, the amounts and benefits specified in this Section 7.3, except that SITE Centers will not be obligated to pay the lump sum amounts specified in Section 7.3 (c), (d) and (e) unless either (x) SITE Centers is deemed to have waived its right to present and require a Release as provided in Section 8.2 or (y) Executive’s personal representative has timely executed a Release as contemplated by Section 8.3. The amounts and benefits specified in this Section 7.3 are as follows:
(a)
A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paid in accordance with SITE Centers policy. SITE Centers will pay this amount to Executive’s personal representative within 30 days of the Termination Date.
(b)
A lump sum amount equal to Executive’s Annual Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. SITE Centers will pay this amount to Executive’s personal representative on the same date and in the same amount that the Annual Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs.
(c)
A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs at the “Target” level, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period. Subject to Section 13.1, SITE Centers will pay this amount to Executive’s personal representative as soon as practicable (but no later than 74 days) following the Termination Date.
(d)
A lump sum amount equal to $600,000. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
(e)
A lump sum in cash to Executive’s personal representative as soon as practicable (but no later than 74 days) following Executive’s death in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium for employer-provided health, dental and vision insurance benefits at the levels specified in Section 4.2 in effect for Executive and Executive’s eligible dependents as of Executive’s death, plus (B) the employer portion of the monthly premium for other employer-provided insurance (e.g., life, disability, etc.) in effect for Executive as of Executive’s death.
7.4
Upon Termination by Reason of Disability. If Executive’s employment under this Agreement is terminated by SITE Centers pursuant to Section 6.1 during the Contract Period while Executive is employed by SITE Centers following Executive’s disability, SITE Centers will pay and provide to Executive and Executive’s eligible dependents, as appropriate, the amounts and benefits specified in this Section 7.4, except that SITE Centers will not be obligated to pay the lump sum amounts specified in Section 7.4(c), (d) and (e) unless either (x) SITE Centers is deemed to have waived its right to present and require a Release as provided in Section

 

 

 

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8.2 or (y) Executive (or in the event of Executive’s legal incapacity, Executive’s personal representative) has timely executed a Release as contemplated by Section 8.3. The amounts and benefits specified in this Section 7.4 are as follows:
(a)
A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paid in accordance with SITE Centers policy. SITE Centers will pay this amount to Executive within 30 days of the Termination Date.
(b)
A lump sum amount equal to Executive’s Annual Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs.
(c)
A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs at the “Target” level, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
(d)
A lump sum amount equal to $600,000. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
(e)
A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium (both the employee and the employer portion) for employer-provided health, dental and vision insurance benefits in effect for Executive and Executive’s eligible dependents as of the Termination Date, plus (B) the employer portion of the monthly premium for other employer-provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
7.5
Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by SITE Centers, SITE Centers will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and SITE Centers will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from SITE Centers under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows:
(a)
A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paid in accordance with SITE Centers policy. SITE Centers will pay this amount to Executive within 30 days of the Termination Date.
(b)
A lump sum amount equal to Executive’s Annual Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Bonus for such year would have been paid if

 

 

 

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Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs.
(c)
A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period, and calculated on the basis of actual performance of Executive for such pro-rated period, as determined in the sole, reasonable discretion of the CEO or the Committee, as applicable. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
(d)
A lump sum amount equal to $600,000. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
(e)
A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium (both the employee and the employer portion) for employer-provided health, dental and vision insurance benefits in effect for Executive and Executive’s eligible dependents as of the Termination Date, plus (B) the employer portion of the monthly premium for other employer-provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
8.
Release. This Section 8 will apply only upon termination of Executive’s employment during the Contract Period while Executive is employed by SITE Centers (a) by SITE Centers without Cause, (b) by Executive for Good Reason, (c) by reason of Executive’s death or (d) by SITE Centers pursuant to Section 6.1 following Executive’s disability.
8.1
Presentation of Release by SITE Centers. If this Section 8 applies, SITE Centers may present to Executive (or in the case of Executive’s death or legal incapacity, to Executive’s personal representative), not later than 21 days after the Termination Date, a form of release (a “Release”) of all current and future claims, known or unknown, arising on or before the date on which the Release is to be executed, that Executive or Executive’s assigns have or may have against SITE Centers or any Subsidiary, and the directors, officers, and affiliates of any of them, substantially in the form attached hereto as Exhibit A, but subject to such modifications as may be reasonably determined necessary or appropriate by the Committee to reflect the terms and intentions of this Agreement or changes in applicable law or reasonable changes in best practices through the execution of such Release, together with a covering message in which SITE Centers advises Executive (or Executive’s personal representative) that the Release is being presented in accordance with this Section 8.1 and that a failure by Executive (or Executive’s personal representative) to execute and return the Release as contemplated by Section 8.3 would relieve SITE Centers of the obligation to make payments otherwise due to Executive (or to Executive’s personal representative) under one or more portions of Section 7.2, Section 7.3 or Section 7.4, as the case may be.
8.2
Effect of Failure by SITE Centers to Present Release. If SITE Centers fails to present a Release and covering message to Executive (or Executive’s personal representative) as contemplated by Section 8.1, SITE Centers will be deemed to have waived the requirement that Executive (or Executive’s personal representative) execute a Release as a condition to receiving payments under any portion of Section 7.2, Section 7.3 or Section 7.4, as the case may be.

 

 

 

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8.3
Execution of Release by Executive or Executive’s Personal Representative. If SITE Centers does present a Release and covering message to Executive (or Executive’s personal representative) as contemplated by Section 8.1, Executive (or Executive’s personal representative) will have until 60 days after the Termination Date (i.e., at least 39 days after presentation of the Release to Executive (or Executive’s personal representative)) within which to deliver an executed copy of the Release to SITE Centers and thereby satisfy the condition to receiving payments under any portion of Section 7.2, Section 7.3 or Section 7.4, as the case may be, provided that Executive (or Executive’s personal representative) does not revoke the execution of the Release during any applicable revocation period.
8.4
Effect of Failure to Execute Release or of Revocation of Release. If Executive (or Executive’s personal representative) fails to deliver an executed copy of the Release to SITE Centers within 60 days after the Termination Date or revokes the execution of the Release during any applicable revocation period, Executive (or Executive’s personal representative) will be deemed to have waived the right to receive all payments under Section 7.2, Section 7.3, or Section 7.4, as the case may be, that were conditioned on the Release.
9.
Disability Definitions; Physical Examination.
9.1
Definitions. For all purposes of this Agreement:
(a)
Executive’s “Own Occupation” means the regular occupation in which Executive is engaged under this Agreement at the time Executive becomes disabled.
(b)
“Total Disability” means that, because of sickness or injury, Executive is not able to perform the material and substantial duties of Executive’s Own Occupation.
(c)
“Totally Disabled” means that Executive suffers from Total Disability (and Executive will be deemed to continue to be Totally Disabled so long as Executive is not able to work in Executive’s Own Occupation even if Executive works in some other capacity).
9.2
Physical Examination. If either SITE Centers or Executive, at any time or from time to time after receipt of notice of Executive’s Total Disability from the other, desires to contend that Executive is not Totally Disabled, Executive will promptly submit to a physical examination by the chief of medicine of any major accredited hospital in the New York, New York, Belvedere, California, or Cleveland, Ohio areas (at SITE Centers’ reasonable cost) and, unless that physician issues his or her written statement to the effect that, in his or her opinion, based on his or her diagnosis, Executive is capable of resuming Executive’s Own Occupation and discharging the duties of Executive’s Own Occupation in accordance with the terms of this Agreement, Executive will be deemed to be and to continue to be Totally Disabled for all purposes of this Agreement.
10.
No Set‑Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect Upon Other Plans. SITE Centers’ obligation to make the payments provided for in this Agreement and otherwise to perform its obligations under this Agreement will not be affected by any set‑off, counterclaim, recoupment, defense, or other claim whatsoever that SITE Centers or any Subsidiary or affiliate may have against Executive, except that the prohibition on set-off, counterclaim, recoupment, defense, or other claim contained in this sentence will not apply if Executive’s employment is terminated by SITE Centers for Cause. Executive will not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. The amount of any payment provided for under this Agreement will not be reduced by any compensation or benefits earned by Executive as the result of employment by another employer or otherwise after the Termination Date. Neither the provisions of this Agreement nor the making of any payment provided for under this

 

 

 

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Agreement, nor the termination of SITE Centers’ obligations under this Agreement, will reduce any amounts otherwise payable, or in any way diminish Executive’s rights, under any incentive compensation plan, stock option or stock appreciation rights plan, restricted stock plan or agreement, deferred compensation, retirement, or supplemental retirement plan, stock purchase and savings plan, disability or insurance plan, or other similar contract, plan, or arrangement of SITE Centers or any Subsidiary, all of which will be governed by their respective terms.
11.
Payments Are in Lieu of Severance Payments. If Executive becomes entitled to receive payments under this Agreement as a result of termination of Executive’s employment, those payments will be in lieu of any and all other claims or rights that Executive may have against SITE Centers for severance, separation, and/or salary continuation pay upon that termination of Executive’s employment.
12.
Covenants and Confidential Information. Executive acknowledges SITE Centers’ reliance on and expectation of Executive’s continued commitment to performance of Executive’s duties and responsibilities during the Contract Period while Executive is employed by SITE Centers and Executive assumes the obligations set out in this Section 12 in light of that reliance and expectation on the part of SITE Centers.
12.1
Confidentiality. Throughout and after the Contract Period, Executive will not disclose, divulge, discuss, copy, or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, SITE Centers, any confidential information relating to SITE Centers’ operations, properties, or otherwise to its particular business or other trade secrets of SITE Centers, it being acknowledged by Executive that all such information regarding the business of SITE Centers compiled or obtained by, or furnished to, Executive during Executive’s employment by or association with SITE Centers is confidential information and SITE Centers’ exclusive property. The restrictions in this Section 12.1 will not apply to any information to the extent that it (a) is clearly obtainable in the public domain, (b) becomes obtainable in the public domain, except by reason of the breach by Executive of Executive’s obligations under this Section 12.1, (c) was not acquired by Executive in connection with Executive’s employment or affiliation with SITE Centers, (d) was not acquired by Executive from SITE Centers or its representatives, or (e) is required to be disclosed by rule of law or by order of a court or governmental body or agency. However, nothing in this Agreement or in ancillary agreements is intended to interfere with or discourage the disclosure of a suspected violation of the law to any governmental entity, or to discourage Executive from participating in an investigation by a governmental entity regarding a suspected violation of the law.
12.2
Non-Disparagement.
(a)
Throughout and after the Contract Period, outside the ordinary course of business on behalf of the Company, Executive will not make or issue, or procure any person, firm, or entity to make or issue, any statement in any form, including written, oral and electronic communications of any kind, which conveys negative or adverse information concerning SITE Centers or its Subsidiaries or affiliates, or any of their legal predecessors, successors, assigns, parents, subsidiaries, divisions or other affiliates, or any of the foregoing’s respective past, present or future directors, officers, employees or representatives (collectively, the “Non-Disparagement Parties”), or any Non-Disparagement Party’s business, or its actions, to any person or entity, regardless of the truth or falsity of such statement.
(b)
Throughout and after the Contract Period, SITE Centers will reasonably direct the executive officers and directors of SITE Centers not to make or issue, or procure any person, firm, or entity to make or issue, any statement in any form, including written, oral and electronic communications of any kind, which conveys negative or adverse

 

 

 

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information concerning Executive or any of Executive’s legal successors, assigns, or other affiliates, or any of the foregoing’s respective past, present or future directors, officers, employees or representatives (collectively, the “Executive Non-Disparagement Parties”), or any Executive Non-Disparagement Party’s business, or its actions, to any person or entity, regardless of the truth or falsity of such statement.
(c)
This Section 12.2 does not apply to truthful testimony or disclosure compelled or required by applicable law or legal process. Notwithstanding anything in this Agreement or ancillary agreements to the contrary, Executive is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.
12.3
Remedies. Executive acknowledges that the remedy at law for any breach by Executive of this Section 12 may be inadequate and that the damages following from any such breach may not be readily susceptible to being measured in monetary terms. Accordingly, Executive agrees that, upon adequate proof of Executive’s violation of any legally enforceable provision of this Section 12, SITE Centers will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this Section 12 will be deemed to limit SITE Centers’ remedies at law or in equity for any breach by Executive of any of the provisions of this Section 12 that may be pursued or availed of by SITE Centers.
12.4
Acknowledgement. Executive has carefully considered the nature and extent of the restrictions upon Executive and the rights and remedies conferred upon SITE Centers under this Section 12, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to SITE Centers, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of SITE Centers, and do not confer a benefit upon SITE Centers disproportionate to the detriment to Executive.
13.
Compliance with Section 409A.
13.1
Six Month Delay on Certain Payments, Benefits, and Reimbursements. If Executive is a “specified employee” for purposes of Section 409A (as determined under SITE Centers’ policy for determining specified employees on the Termination Date), to the extent necessary to comply with Section 409A(a)(2)(B)(i), each payment, benefit, or reimbursement paid or provided under this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A, that is to be paid or provided as a result of a “separation from service” within the meaning of Section 409A, and that would otherwise be paid or provided at any time (a “Scheduled Time”) that is on or before the date (the “Six Month Date”) that is exactly six months after the Termination Date (other than payments, benefits, or reimbursements that are treated as separation pay under Section 1.409A-1(b)(9)(v) of the Treasury Regulations) will not be paid or provided at the Scheduled Time but will be accumulated (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Internal Revenue Code in effect on the Termination Date) through the Six Month Date and paid or provided during the period of 30 consecutive days beginning on the first business day after the Six Month Date (that period of 30 consecutive days, the “Seventh Month after the Termination Date”), except that if Executive dies before the Six Month Date, the payments, benefits, or reimbursements will be accumulated only through the date of Executive’s death and thereafter paid or provided not later than 30 days after the date of death.
13.2
Additional Limitations on Reimbursements and In-Kind Benefits. The reimbursement of expenses or in-kind benefits provided under Section 7 or under any other section of this

 

 

 

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Agreement that are taxable benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A) are intended to comply, to the maximum extent possible, with the exception to Section 409A set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations. To the extent that any reimbursement of expenses or in-kind benefits provided under Section 7 or under any other section of this Agreement do not qualify for that exception and are otherwise deferred compensation subject to Section 409A , then they will be subject to the following additional rules: (a) any reimbursement of eligible expenses will be paid within 30 days following Executive’s written request for reimbursement; provided, however, that Executive provides written notice no later than 60 days before the last day of the calendar year following the calendar year in which the expense was incurred so that SITE Centers can make the reimbursement within the time periods required by Section 409A; (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and (c) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for any other benefit.
13.3
Compliance Generally. Each payment or reimbursement and the provision of each benefit under this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. SITE Centers and Executive intend that the payments and benefits provided under this Agreement will either be exempt from the application of, or comply with, the requirements of Section 409A. This Agreement is to be construed, administered, and governed in a manner that effects that intent and SITE Centers will not take any action that is inconsistent with that intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out, or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Executive. Notwithstanding any provision of Section 7 to the contrary, if the period commencing on the Termination Date begins in one taxable year of Executive and the 74th day following the Termination Date is in a subsequent taxable year, any amounts payable under Section 7 which are considered deferred compensation under Section 409A shall be paid in such subsequent taxable year.
13.4
Termination of Employment to Constitute a Separation from Service. The parties intend that the phrase “termination of employment” and words and phrases of similar import mean a “separation from service” with SITE Centers within the meaning of Section 409A. Executive and SITE Centers will take all steps necessary (including taking into account this Section 13.4 when considering any further agreement regarding provision of services by Executive to SITE Centers after the Termination Date) to ensure that (a) any termination of employment under this Agreement constitutes a “separation from service” within the meaning of Section 409A, and (b) the Termination Date is the date on which Executive experiences a “separation from service” within the meaning of Section 409A.
14.
Indemnification. SITE Centers will indemnify Executive, to the full extent permitted or authorized by the Ohio General Corporation Law as it may from time to time be amended, if Executive is made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that Executive is or was a director, officer, or employee of SITE Centers and/or of any Subsidiary, or is or was serving at the request of SITE Centers and/or of any Subsidiary as a director, trustee, officer, or employee of a corporation, partnership, joint venture, trust, or other enterprise. The indemnification provided by this Section 14 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of SITE Centers and/or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in Executive’s official capacity and as to action in another capacity while holding such office, and will continue as to Executive

 

 

 

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after Executive has ceased to be a director, trustee, officer, or employee and will inure to the benefit of Executive’s heirs, executors, and administrators. In particular, Executive will continue to be entitled to the full benefit of the indemnification agreement between Executive and SITE Centers (the “Indemnification Agreement”) for so long as that Indemnification Agreement remains in effect according to its terms. In the event of any conflict or inconsistency between the provisions of this Section 14 and the provisions of the Indemnification Agreement, the provisions of the Indemnification Agreement shall control.
15.
Adjustment of Certain Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit to be paid or provided hereunder or under any other plan or agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Internal Revenue Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided hereunder shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payments and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Internal Revenue Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). The determination of whether any reduction in such payments or benefits to be provided hereunder is required pursuant to the preceding sentence shall be made at the expense of the Company, if requested by Executive or the Company, by the Company’s independent accountants or a nationally recognized law firm chosen by the Company. The fact that Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 15 shall not of itself limit or otherwise affect any other rights of Executive under this Agreement. In the event that any payment or benefit intended to be provided hereunder is required to be reduced pursuant to this Section 15, then the reduction will be made in accordance with Section 409A and will occur in the following order: (a) first, by reducing any cash payments with the last scheduled payment reduced first; (b) second, by reducing any equity-based benefits that are included at full value under Q&A-24(a) of the Treasury Regulations promulgated under Section 280G of the Internal Revenue Code (the “280G Regulations”), with the highest value reduced first; (c) third, by reducing any equity-based benefits included on an acceleration value under Q&A-24(b) or 24(c) of the 280G Regulations, with the highest value reduced first; and (d) fourth, by reducing any non-cash, non-equity based benefits, with the latest scheduled benefit reduced first.
16.
Certain Expenses. This Section 16 will apply only to expenses that (a) are otherwise described in one or more of its subsections and (b) are incurred at any time from the Effective Date through the fifth anniversary of Executive’s death.
16.1
Reimbursement of Certain Expenses. SITE Centers will pay, as incurred, all expenses, including the reasonable fees of counsel engaged by Executive, of Executive in (a) prosecuting any action to compel SITE Centers to comply with the terms of this Agreement upon receipt from Executive of an undertaking to repay SITE Centers for such expenses if it is ultimately determined by a court of competent jurisdiction that Executive had no reasonable grounds for bringing such action or (b) defending any action brought by a party other than Executive or Executive’s personal representative to have this Agreement declared invalid or unenforceable.
16.2
Advancement of Certain Expenses. Expenses (including the reasonable fees of counsel engaged by Executive) incurred by Executive in defending any action, suit, or proceeding commenced or threatened against Executive for any action or failure to act as an employee, officer or director of SITE Centers and/or of any Subsidiary will be paid by SITE Centers, as they are incurred, in advance of final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of Executive in which Executive agrees to reasonably cooperate with

 

 

 

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SITE Centers and/or the Subsidiary, as the case may be, concerning the action, suit, or proceeding, and (a) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as a director, to repay the amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to SITE Centers or a Subsidiary or with reckless disregard for the best interests of SITE Centers or a Subsidiary, or (b) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as an officer or employee, to repay the amount if it is ultimately determined that Executive is not entitled to be indemnified. The obligation of SITE Centers to advance expenses provided for in this Section 16.2 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of SITE Centers or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise.
17.
Survival of Obligations. Except as is otherwise expressly provided in this Agreement, the respective obligations of SITE Centers and Executive under this Agreement will survive any termination of Executive’s employment under this Agreement.
18.
Notices. Notices and all other communications provided for in this Agreement must be in writing and will be deemed to have been duly given upon receipt (or rejection) when delivered in person or by overnight delivery (to the CEO of SITE Centers in the case of notices to SITE Centers and to Executive in the case of notices to Executive) or mailed by United States registered mail, return receipt requested, postage prepaid, and addressed, if to SITE Centers, to its principal place of business, attention: Chief Executive Officer, and, if to Executive, to Executive’s home address last shown on the records of SITE Centers, or to such other address or addresses as either party may furnish to the other in accordance with this Section 18.
19.
Entire Agreement. Except as otherwise set forth below in this Section 19 or as otherwise described herein, this Agreement and the agreements specifically referenced herein supersede in their entirety all prior agreements between the parties, if any, and all understandings between them, if any, with respect to the subject matter of this Agreement. As provided in Section 14, Executive will continue to be entitled to the full benefit of the Indemnification Agreement for so long as it remains in effect according to its terms.
20.
Mandatory Arbitration Before a Change in Control. Section 20.1 will apply if and only if either party notifies the other, in writing, that it is demanding resolution of a then-current controversy or claim by arbitration and the notice is provided by the notifying party to the other party before any Change in Control has occurred. Nothing in this Section 20 will limit the right of SITE Centers to seek and obtain injunctive relief in a court of equity for any breach or threatened breach by Executive of any of Executive’s covenants contained in Section 12 above.
20.1
Scope of Arbitration. If this Section 20.1 applies, any controversy or claim arising out of or relating to this Agreement or any breach of this Agreement will be settled by binding arbitration to be held before three arbitrators and conducted in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association in the City of Cleveland, Ohio or New York, New York. The decision of the arbitrators will be final and binding on both parties and judgment on any award rendered by the arbitrators may be entered in any court of competent jurisdiction. Costs and expenses of any such arbitration will be borne by the parties as may be directed by the arbitrators taking into account the extent to which the positions taken by each of the parties are reasonable. The arbitrators will have the power to issue mandatory orders and restraining orders in connection with any such arbitration.

 

 

 

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20.2
Other Disputes. If Section 20.1 does not apply to any claim or controversy between the parties, the parties may nevertheless, but need not, mutually agree to submit any controversy or claim to arbitration as though Section 20.1 did apply. Failing any such mutual agreement, either party may bring proceedings against the other with respect to any claim or controversy in any court of competent jurisdiction that satisfies the venue requirements set forth in Section 21.8. Nothing in this Section 20.2 imposes upon either party any obligation to discuss possible arbitration of any claim or controversy to which Section 20.1 does not apply before bringing any court proceedings with respect to that claim or controversy.
21.
Miscellaneous.
21.1
No Conflict. Executive represents and warrants that Executive is not a party to any agreement, contract, or understanding, whether employment or otherwise, that would restrict or prohibit Executive from undertaking or performing employment in accordance with the terms and conditions of this Agreement.
21.2
Assistance. During the term of this Agreement and thereafter, Executive will provide reasonable assistance to SITE Centers in litigation and regulatory matters that relate to events that occurred during Executive’s period of employment with SITE Centers and its predecessors, and will provide reasonable assistance to SITE Centers with matters relating to its corporate history from the period of Executive’s employment with it or its predecessors. Executive will be entitled to reimbursement of reasonable out-of-pocket travel or related costs and expenses relating to any such cooperation or assistance that occurs following the Termination Date.
21.3
Severability. The provisions of this Agreement are severable and if any one or more provision is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless will be binding and enforceable.
21.4
Benefit of Agreement. The rights and obligations of SITE Centers under this Agreement will inure to the benefit of, and will be binding on, SITE Centers and its successors and assigns, and the rights and obligations (other than obligations to perform services) of Executive under this Agreement will inure to the benefit of, and will be binding upon, Executive and Executive’s heirs, personal representatives, and assigns.
21.5
No Waiver. The failure of either party to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provision or provisions as to any future violations thereof, nor prevent that party from later enforcing each and every other provision of this Agreement. The rights granted the parties in this Agreement are cumulative and the waiver of any single remedy will not constitute a waiver of that party’s right to assert all other legal remedies available to it under the circumstances.
21.6
Modification. This Agreement may not be modified or terminated orally. No modification or termination will be valid unless in writing and signed by the party against which the modification or termination is sought to be enforced. Notwithstanding anything in this Agreement to the contrary, Executive acknowledges and agrees that this Agreement and any compensation described herein are subject to the terms and conditions of the Company's clawback provisions, policy or policies (if any) as may be in effect from time to time, including specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Shares at any point may be traded) (the “Compensation Recovery Policy”), and applicable sections of this Agreement and any related documents shall be deemed superseded by and subject to (as applicable) the terms and

 

 

 

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conditions of the Compensation Recovery Policy. Further, Executive agrees to fully cooperate with the Company in connection with any of Executive’s obligations to the Company pursuant to the Compensation Recovery Policy, and agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof.
21.7
Merger or Transfer of Assets of SITE Centers. During the Contract Period while Executive is employed by SITE Centers, SITE Centers will not consolidate with or merge into any other corporation, or transfer all or substantially all of its assets to another corporation, unless such other corporation assumes this Agreement in a signed writing and delivers a copy thereof to Executive, which signed writing may consist of the merger or sale agreement, or similar document. Upon any such assumption, the successor corporation will become obligated to perform the obligations of SITE Centers under this Agreement, and the terms “SITE Centers” and the “Company,” as used in this Agreement, will be deemed to refer to that successor corporation, and the term “the Board” as used in this Agreement will be deemed to refer to the board of directors of that successor corporation.
21.8
Governing Law and Venue. The provisions of this Agreement will be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made in and to be performed exclusively within that State, notwithstanding any conflict of law provision to the contrary. Subject to the mandatory arbitration provisions of Section 20, the parties consent to venue and personal jurisdiction over them in the courts of the State of Ohio and federal courts sitting in Cleveland, Ohio, for purposes of construing and enforcing this Agreement.
21.9
Termination of Status as Director or Officer. Notwithstanding anything in this Agreement to the contrary, unless otherwise agreed to by SITE Centers and Executive prior to the Termination Date, Executive shall be deemed to have automatically resigned from all directorships and offices with SITE Centers and its Subsidiaries, and their affiliates (including joint ventures), as of the Termination Date.
22.
Definitions.
22.1
Cause. The term “Cause” has the meaning set forth in Section 6.2.
22.2
Change in Control. The term “Change in Control” means the occurrence, during the Contract Period while Executive is employed by SITE Centers, of any of the following:
(a)
consummation of a consolidation or merger in which SITE Centers is not the surviving corporation, the sale of substantially all of the assets of SITE Centers, or the liquidation or dissolution of SITE Centers;
(b)
consummation of a consolidation or merger in which SITE Centers is the surviving corporation or the acquisition of assets of another corporation (a “Business Combination”), but excluding, however, any Business Combination pursuant to which (i) the individuals and entities who were the beneficial owners of the then-outstanding voting securities of SITE Centers entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns SITE Centers or all or substantially all of SITE Centers’ assets either directly or

 

 

 

16

 

 

 

through one or more subsidiaries), (ii) no individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (excluding SITE Centers, any employee benefit plan (or related trust) of SITE Centers, or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination and (iii) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;
(c)
any person or other entity (other than SITE Centers or a Subsidiary or any SITE Centers employee benefit plan (including any trustee of any such plan acting in its capacity as trustee)) purchases any Shares (or securities convertible into Shares) pursuant to a tender or exchange offer without the prior consent of the Board, or becomes the beneficial owner of securities of SITE Centers representing 30% or more of the voting power of SITE Centers’ outstanding securities without the prior consent of the Board; or
(d)
during any two-year period, individuals who at the beginning of such period constitute the entire Board cease to constitute a majority of the Board; provided, that any person becoming a director of SITE Centers during such two-year period whose election, or nomination for election by SITE Centers’ shareholders, was approved by a vote of at least two-thirds of the directors who at the beginning of such period constituted the entire Board or who became a director of SITE Centers during such two-year period as described in this proviso (either by a specific vote or by approval of SITE Centers’ proxy statement in which such person is named as a nominee of SITE Centers for director), but excluding for this purpose any person whose initial assumption of office as a director of SITE Centers occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors of SITE Centers or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or person other than the Board, shall be, for purposes of this Section 22.2(d), considered as though such person was a member of the Board at the beginning of such period.
22.3
Committee. The term “Committee” means the Compensation Committee of the Board or any other committee or subcommittee authorized by the Board to discharge the Board’s responsibilities relating to the compensation of SITE Centers’ officers and directors.
22.4
Good Reason. The term “Good Reason” has the meaning set forth in Section 6.3.
22.5
Internal Revenue Code. The term “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.
22.6
Section. References in this Agreement to one or more “Sections” are to sections of this Agreement, except for references to certain Sections of the Internal Revenue Code.
22.7
Section 409A. The term “Section 409A” means Section 409A of the Internal Revenue Code. References in this Agreement to Section 409A are intended to include any proposed, temporary, or final regulations, or any other guidance, promulgated with respect to Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.
22.8
Shares. The term “Shares” means the Common Shares, par value $0.10 per share (or such other par value as may be established from time to time), of SITE Centers.

 

 

 

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22.9
Subsidiary. The term “Subsidiary” means any corporation, partnership, or other entity a majority of the voting control of which is directly or indirectly owned or controlled by SITE Centers.
22.10
Termination Date. The term “Termination Date” means the date on which Executive’s employment with SITE Centers and its Subsidiaries terminates.
22.11
Triggering Event. A “Triggering Event” for the purpose of this Agreement will be deemed to have occurred if, during the Contract Period while Executive is employed by SITE Centers:
(a)
After the date on which a Change in Control occurs, SITE Centers terminates the employment of Executive, other than in the case of a termination for Cause, a termination by SITE Centers pursuant to Section 6.1 following Executive’s disability, or a termination based on death; or
(b)
After the date on which a Change in Control occurs, Executive terminates his employment with SITE Centers for Good Reason.

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IN WITNESS WHEREOF, SITE Centers and Executive have executed this Agreement, SITE Centers by its duly authorized officer, as of the date first written above.

 

SITE CENTERS CORP.

 

 

 

 

 

By: _/s/ David R. Lukes________________

Name: David R. Lukes

Title: President and
                    Chief Executive Officer

 

 

 

 

 

 

/s/ Gerald R. Morgan

GERALD R. MORGAN

 

 

 

 

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EXHIBIT A

 

Form of Release

 

In consideration of certain benefits provided to Gerald R. Morgan (“Executive”) and to be received by Executive from SITE Centers Corp. (the “Company”) as described in the Employment Agreement, dated as of August 28, 2024, by and between the Company and Executive (the “Agreement”):

 

1. Claims Released. Executive, for himself and on behalf of anyone claiming through Executive including each and all of Executive’s legal representatives, administrators, executors, heirs, successors and assigns (collectively, the “Executive Releasors”), does hereby fully, finally and forever release, absolve and discharge the Company and each and all of its legal predecessors, successors, assigns, fiduciaries, parents, subsidiaries, divisions and other affiliates, and each of the foregoing’s respective past, present and future principals, partners, shareholders, directors, officers, employees, agents, consultants, attorneys, trustees, administrators, executors and representatives (collectively, the “Company Released Parties”), of, from and for any and all claims, causes of action, lawsuits, controversies, liabilities, losses, damages, costs, expenses and demands of any nature whatsoever, at law or in equity, whether known or unknown, asserted or unasserted, foreseen or unforeseen, that the Executive Releasors (or any of them) now have, have ever had, or may have against the Company Released Parties (or any of them) based upon, arising out of, concerning, relating to or resulting from any act, omission, matter, fact, occurrence, transaction, claim, contention, statement or event occurring or existing at any time in the past up to and including the date on which Executive signs this Release, including, without limitation, (a) all claims arising out of or in any way relating to Executive’s employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorneys fees, expenses or otherwise) that were or could have been asserted by Executive or on his behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: the Age Discrimination in Employment Act (the “ADEA”), as amended by the Older Workers’ Benefit Protection Act of 1990 (the “OWBPA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Lilly Ledbetter Fair Pay Act of 2009, the Family and Medical Leave Act, Sarbanes-Oxley Act of 2002, the National Labor Relations Act, the Rehabilitation Act of 1973, the Worker Adjustment Retraining and Notification Act, the Uniformed Services Employment and Reemployment Rights Act, Federal Executive Order 11246, and the Genetic Information Nondiscrimination Act.

 

 

 

 

 

 

 

 

 

 

 

 

2. Scope of Release. Nothing in this Release (a) shall release the Company from any of its obligations set forth in the Agreement or any claim that by law is non-waivable, (b) shall release the Company from any obligation to defend and/or indemnify Executive against any third party claims arising out of any action or inaction by Executive during the time of his employment and within the scope of his duties with the Company to the extent Executive has any such defense or indemnification right, and to the extent permitted by applicable law and to the extent the claims are covered by the Company’s director & officer liability insurance or (c) shall affect Executive’s right to file a claim for workers’ compensation or unemployment insurance benefits.

 

Executive further acknowledges that by signing this Release, Executive does not waive the right to file a charge against the Company with, communicate with or participate in any investigation by the EEOC, the Securities and Exchange Commission or any comparable state or local agency. However, Executive waives and releases, to the fullest extent legally permissible, all entitlement to any form of monetary relief arising from a charge Executive or others may file, including without limitation any costs, expenses or attorneys’ fees. Executive understands that this waiver and release of monetary relief would not affect an enforcement agency’s ability to investigate a charge or to pursue relief on behalf of others. Notwithstanding the foregoing, Executive will not give up his right to any benefits to which he is entitled under any retirement plan of the Company that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or his rights, if any, under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (COBRA), or any monetary award offered by the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. By executing this Release, Executive represents that, as of the date Executive signs this Release, no claims, lawsuits, grievances, or charges have been filed by Executive or on Executive’s behalf against the Company Released Parties.

 

3. Knowing and Voluntary ADEA Waiver. In compliance with the requirements of the OWBPA, Executive acknowledges by his signature below that, with respect to the rights and claims waived and released in this Release under the ADEA, Executive specifically acknowledges and agrees as follows: (a) Executive has read and understands the terms of this Release; (b) Executive has been advised and hereby is advised, and has had the opportunity, to consult with an attorney before signing this Release; (c) the Release is written in a manner understood by Executive; (d) Executive is releasing the Company and the other Company Released Parties from, among other things, any claims that Executive may have against them pursuant to the ADEA; (e) the releases contained in this Release do not cover rights or claims that may arise after Executive signs this Release; (f) Executive has been given a period of at least 21 days in which to consider and execute this Release (although Executive may elect not to use the full consideration period at Executive’s option); (g) Executive may revoke this Release during the seven-day period following the date on which Executive signs this Release, and this Release will not become effective and enforceable until the seven-day revocation period has expired; and (h) any such revocation must be submitted in writing to the Company c/o David R. Lukes, Chief Executive Officer, SITE Centers Corp., 3300 Enterprise Parkway, Beachwood, Ohio 44122 prior to the expiration of such seven-day revocation period. If Executive revokes this Release within such seven-day revocation period, it shall be null and void.

 

 

 

 

 

 

 

 

 

 

 

4. Acknowledgment of Restrictive Covenants. Executive acknowledges his obligations as outlined in Section 12 of the Agreement and in Section 21.6 regarding clawback or Executive forfeiture of compensation and related amounts (“Restrictive Covenants”), and acknowledges that the Restrictive Covenants remain in full force and effect.

 

5. Entire Agreement. This Release, the Agreement, and the documents referenced therein contain the entire agreement between Executive and the Company, and take priority over any other written or oral understanding or agreement that may have existed in the past. Executive acknowledges that no other promises or agreements have been offered for this Release (other than those described above) and that no other promises or agreements will be binding unless they are in writing and signed by Executive and the Company.

 

 

 

I agree to the terms and conditions set forth in this Release.

 

EXECUTIVE

 

 

____________________________

 

Date: _______________________

 

 

 

 

 

 

 

 

 

 

 
EX-10.16 8 sitc-ex10_16.htm EX-10.16 EX-10.16

 

Exhibit 10.16

 

EMPLOYMENT AGREEMENT

 

This Employment Agreement (this “Agreement”), dated as of April 8, 2024, is by and between SITE Centers Corp., an Ohio corporation (“SITE Centers” or the “Company”), and Aaron M. Kitlowski (“Executive”).

 

The Company and Executive are currently parties to an Employment Agreement (the “2021 Agreement”), dated as of September 11, 2021, reflecting the terms pursuant to which Executive has been serving SITE Centers since such date. The Board of Directors of SITE Centers (the “Board”), on behalf of the Company, and Executive desire to enter into this Agreement to reflect the terms pursuant to which Executive will continue to serve SITE Centers (certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 22 of this Agreement).

 

SITE Centers and Executive agree, effective as of the date first set forth above (the “Effective Date”), as follows:

 

1.
Employment, Term. SITE Centers will continue to engage and employ Executive to render services in the administration and operation of its affairs as its Executive Vice President, General Counsel and Secretary, reporting directly to SITE Centers’ Chief Executive Officer (the “CEO”) and performing such duties and having such responsibilities and authority as are customarily incident to the principal legal officers of companies similar in size to, and in a similar business as, SITE Centers, together with such other duties as, from time to time, may be specified by the CEO, in a manner consistent with Executive’s status as Executive Vice President, General Counsel and Secretary, all in accordance with the terms and conditions of this Agreement, for a term extending from the Effective Date until the Termination Date. The period of time from the Effective Date through the Termination Date is sometimes referred to herein as the “Contract Period.” During the Contract Period while Executive is employed by SITE Centers, Executive shall report to the CEO.
2.
Full-Time Services. Throughout the Contract Period while Executive is employed by SITE Centers, Executive will devote substantially all of Executive’s business time and efforts to the service of SITE Centers, except for (a) usual vacation periods and reasonable periods of illness, (b) reasonable periods of time devoted to Executive’s personal financial affairs, and (c) with the prior consent of the CEO, services as a director or trustee of other corporations or organizations, either for profit or not for profit, that are not in competition with SITE Centers; provided, however, that in no event shall Executive devote less than 90% of Executive’s business time and efforts to the service of SITE Centers.
3.
Compensation. For all services to be rendered by Executive to SITE Centers under this Agreement during the Contract Period while Executive is employed by SITE Centers, including services as Executive Vice President, General Counsel and Secretary and any other services specified by the CEO, SITE Centers will pay and provide to Executive the compensation and benefits specified in this Section 3.
3.1
Base Salary. From and after the Effective Date and through the end of the Contract Period while Executive is employed by SITE Centers, SITE Centers will pay Executive base salary (the “Base Salary”), in equal monthly or more frequent installments, at the rate of not less than Four Hundred Fifty Thousand Dollars ($450,000) per year, subject to such increases as the Committee or the Board may approve. Any such increased Base Salary shall constitute “Base Salary” for purposes of this Agreement.

 

 

 

 

 

 

 

 

 

 

 

 

3.2
Annual Bonus. For each calendar year during the Contract Period while Executive is employed by SITE Centers, subject to achievement of applicable performance criteria (if any), the Company shall make an annual incentive payment to Executive, in cash, for such calendar year (an “Annual Bonus”) between January 1 and March 15 of the immediately subsequent calendar year, determined and calculated in accordance with the percentages set forth on Exhibit A attached hereto (and rounded to the nearest dollar). The Company’s payment of an Annual Bonus to Executive shall be determined based on the factors and criteria that have been or may be reasonably established from time to time for the calculation of the Annual Bonus by the CEO or the Committee, as applicable. For each calendar year in the Contract Period while Executive is employed by SITE Centers, the Board or the Committee or the CEO, as applicable, will (if applicable) establish, and thereafter provide Executive with written notice of, the performance metrics and their relative weighting to be used in, and any specific threshold, target and maximum performance targets applicable to, the determination of the Annual Bonus for Executive for such calendar year not later than March 15 of such year. There is no guaranteed Annual Bonus under this Agreement, and for each applicable year, Executive’s Annual Bonus could be as low as zero or as high as the maximum percentage set forth on Exhibit A attached hereto. Notwithstanding anything in this Agreement to the contrary, each Annual Bonus shall be on the terms and subject to such conditions as are specified for the particular Company plans or programs pursuant to which the Annual Bonus is granted.
3.3
Equity Awards. The awards described in this Section 3.3 will at all times be subject to the approval of the Committee and to the terms and conditions of the Company’s 2019 Equity and Incentive Compensation Plan (or its successor(s)), as in effect from time to time (collectively, the “Equity Plan”), including, without limitation, all authority and powers provided or reserved to such plan’s administrator thereunder, as well as the award agreements for such awards. As applicable, any awards vesting in installments shall be rounded up to the next nearest share amount divisible by the number of installments. On or as soon as practicable after the Effective Date, Executive shall be entitled to receive a grant of service-based restricted share units (“RSUs”) (or substantially similar award) covering a number of Shares equal to the quotient of (A) $1,050,000 divided by (B) the average closing price of a Share for the ten trading days immediately preceding (but not including) the date of grant on the principal stock exchange on which it then trades (the “Cliff Vesting Upfront RSUs”). Such Cliff Vesting Upfront RSUs will, in general, vest in whole on the third anniversary of the date of grant, with dividend equivalents credited with respect to such Cliff Vesting Upfront RSUs and paid in cash on a current basis.
3.4
Certain Equity Award Terms. Subject in all cases to the terms of the Equity Plan, any SITE Centers equity awards (including the Cliff Vesting Upfront RSUs) granted to Executive and outstanding and unvested at the time of Executive’s termination of employment with the Company will become non-forfeitable on an accelerated basis and be paid pursuant to their terms if such termination is: (a) by the Company without Cause; (b) by Executive for Good Reason; (c) by the Company due to Executive’s Total Disability; or (d) due to Executive’s death; otherwise, upon Executive’s termination of employment, such outstanding and unvested awards (and any related unvested or unpaid dividend equivalents) will be forfeited by Executive (unless otherwise determined by the Committee before such termination of employment).
3.5
Taxes. Executive shall be solely responsible for taxes imposed on Executive by reason of any compensation and benefits provided under this Agreement, and all such compensation and benefits shall be subject to applicable withholding taxes.

 

 

 

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4.
Benefits.
4.1
Retirement and Other Benefit Plans Generally. Throughout the Contract Period while Executive is employed by SITE Centers, Executive will be entitled to participate in all retirement and other benefit plans maintained by SITE Centers that are generally available to its senior executives and with respect to which Executive is eligible pursuant to the terms of the underlying plan or plans, including, without limitation, the SITE Centers 401(k) plan for its employees and any SITE Centers deferred compensation program.
4.2
Insurance, Generally. Throughout the Contract Period while Executive is employed by SITE Centers, SITE Centers will provide an enrollment opportunity to Executive and Executive’s eligible dependents for health, dental and vision insurance coverage, other insurance (e.g., life, disability, etc.) and any other health and welfare benefits maintained by SITE Centers from time to time, if any, during the Contract Period that are generally available to its senior executives and with respect to which Executive is eligible pursuant to the terms of the underlying plan or plans. To the extent that SITE Centers maintains officer insurance coverage, Executive shall be covered by such policy on terms no less favorable than provided to other officers.
4.3
Paid Time Off. Executive will be entitled to such periods of paid time off during the Contract Period while Executive is employed by SITE Centers as may be provided from time to time under any SITE Centers paid time off policy for senior executive officers.
5.
Expense Reimbursements. SITE Centers will reimburse Executive during the Contract Period while Executive is employed by SITE Centers for travel, entertainment, and other expenses reasonably and necessarily incurred by Executive in connection with SITE Centers’ business. Executive will provide such documentation with respect to expenses to be reimbursed as SITE Centers may reasonably request.
6.
Termination.
6.1
Death or Disability. Executive’s employment under this Agreement will terminate immediately upon Executive’s death. SITE Centers shall terminate Executive’s employment under this Agreement immediately upon giving notice of termination if Executive is Totally Disabled (as that term is defined in Section 9.1 below) for an aggregate of 120 days in any consecutive 12 calendar months or for 90 consecutive days.
6.2
For Cause by SITE Centers.
(a)
During the Contract Period while Executive is employed by SITE Centers, SITE Centers may terminate Executive’s employment under this Agreement for “Cause” at any time upon the occurrence of any of the following circumstances:
(i)
willful failure by Executive substantially to perform the lawful instructions of SITE Centers or one of its Subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) following written notice by SITE Centers to Executive of such failure and 10 days within which to cure such failure;
(ii)
Executive’s theft or embezzlement of SITE Centers property;
(iii)
Executive’s dishonesty in the performance of Executive’s duties resulting in material harm to SITE Centers;

 

 

 

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(iv)
any act by Executive that constitutes (A) a felony under the laws of the United States or any state thereof or, where applicable, any other equivalent offense (including a crime subject to a custodial sentence) under the laws of the applicable jurisdiction, or (B) any other crime involving moral turpitude;
(v)
willful or gross misconduct by Executive in connection with Executive’s duties to SITE Centers or otherwise which, in the reasonable good faith judgment of the Board, could reasonably be expected to be materially injurious to the financial condition or business reputation of SITE Centers, its Subsidiaries or affiliates; or
(vi)
breach of the provisions of any restrictive covenants with SITE Centers, its Subsidiaries or affiliates.
(b)
The termination of Executive’s employment under this Agreement shall not be deemed to be for “Cause” pursuant to this Section 6.2 unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Executive has committed the conduct described in Sections 6.2(a)(i), (ii), (iii), (iv), (v) or (vi) above, and specifying the particulars thereof in detail.
6.3
For Good Reason by Executive. During the Contract Period while Executive is employed by SITE Centers, Executive may terminate Executive’s employment under this Agreement for “Good Reason” if any of the following circumstances occur:
(a)
SITE Centers materially reduces Executive’s authority, duties or responsibilities from those set forth in Section 1 above;
(b)
SITE Centers materially reduces Executive’s Base Salary, Annual Bonus opportunity, or equity grant opportunity from that set forth in Section 3 above (but only to the extent that such reduction results in a substantial reduction in Executive’s total compensation);
(c)
Executive is required to report to anyone other than the CEO; or
(d)
SITE Centers materially breaches any of its obligations under this Agreement.

Notwithstanding the foregoing, no termination of employment by Executive shall constitute a termination for “Good Reason” unless (i) Executive gives SITE Centers notice of the existence of an event described in clause (a), (b), (c) or (d) above, within sixty (60) days following the occurrence thereof and (ii) SITE Centers does not remedy such event described in clause (a), (b), (c) or (d) above, as applicable, within thirty (30) days of receiving the notice described in the preceding clause (i), and (iii) in all cases, Executive terminates employment pursuant to this Section 6.3 within one year from the date the event described in clause (a), (b), (c) or (d) above initially occurred.

6.4
Without Cause by SITE Centers. During the Contract Period while Executive is employed by SITE Centers, SITE Centers may terminate Executive’s employment under this Agreement at any time without Cause pursuant to written notice provided to Executive not less than 90 days in advance of such termination upon the affirmative vote of a majority of all of the

 

 

 

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members of the Board. Any termination under this Section 6.4 will be effective at such time during the Contract Period while Executive is employed by SITE Centers as may be specified in that written notice, subject to the preceding sentence.
6.5
Without Good Reason by Executive. During the Contract Period while Executive is employed by SITE Centers, Executive may terminate Executive’s employment under this Agreement at any time without Good Reason pursuant to written notice provided to SITE Centers not less than 90 days in advance of such termination. Any termination under this Section 6.5 will be effective at such time during the Contract Period while Executive is employed by SITE Centers as Executive may specify in that written notice, subject to the preceding sentence.
7.
Payments Upon Termination of Employment.
7.1
Upon Termination For Cause or Without Good Reason. If Executive’s employment under this Agreement is terminated by SITE Centers for Cause or by Executive without Good Reason during the Contract Period, SITE Centers will pay and provide to Executive the Executive’s Base Salary and any accrued but unused paid time off through the Termination Date in accordance with SITE Centers policy to the extent not already paid and continuing health, dental and vision insurance and other insurance (e.g., life, disability, etc.) at the levels specified in Section 4.2 through the Termination Date, and, except as may otherwise be required by law, SITE Centers will not pay or provide to Executive any further compensation or other benefits under this Agreement. SITE Centers will pay any Base Salary referred to in this Section 7.1 to Executive within 30 days of the Termination Date.
7.2
Upon Termination Without Cause or For Good Reason. If Executive’s employment under this Agreement is terminated by SITE Centers other than due to Cause, death or disability (pursuant to Section 6.1), or by Executive for Good Reason, during the Contract Period, and Section 7.5 does not apply, SITE Centers will pay and provide to Executive the amounts and benefits specified in this Section 7.2, except that SITE Centers will not be obligated to pay the lump sum amounts specified in Section 7.2 (c), (d) and (e) unless either (x) SITE Centers is deemed to have waived its right to present and require a Release as provided in Section 8.2 or (y) Executive has timely executed a Release as contemplated by Section 8.3. The amounts and benefits specified in this Section 7.2 are as follows:
(a)
A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paid in accordance with SITE Centers policy. SITE Centers will pay this amount to Executive within 30 days of the Termination Date.
(b)
A lump sum amount equal to Executive’s Annual Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs.
(c)
A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period, and calculated on the basis of actual performance of Executive for such pro-rated period, as determined in the sole, reasonable discretion of the CEO or the Committee, as applicable. Subject to Section 13.1, SITE Centers will pay

 

 

 

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this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
(d)
A lump sum amount equal to $1,500,000. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
(e)
A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium (both the employee and the employer portion) for SITE Centers-provided health, dental and vision insurance benefits in effect for Executive and Executive’s eligible dependents as of the Termination Date, plus (B) the employer portion of the monthly premium for other SITE Centers provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
7.3
Upon Termination by Reason of Death. If Executive’s employment under this Agreement is terminated by reason of Executive’s death during the Contract Period, SITE Centers will pay, or cause to be paid, and provide, or cause to be provided, to Executive’s personal representative and Executive’s eligible dependents, as appropriate, the amounts and benefits specified in this Section 7.3, except that SITE Centers will not be obligated to pay the lump sum amounts specified in Section 7.3 (c) and (d) unless either (x) SITE Centers is deemed to have waived its right to present and require a Release as provided in Section 8.2 or (y) Executive’s personal representative has timely executed a Release as contemplated by Section 8.3. The amounts and benefits specified in this Section 7.3 are as follows:
(a)
A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paid in accordance with SITE Centers policy. SITE Centers will pay this amount to Executive’s personal representative within 30 days of the Termination Date.
(b)
A lump sum amount equal to Executive’s Annual Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. SITE Centers will pay this amount to Executive’s personal representative on the same date and in the same amount that the Annual Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs.
(c)
A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs at the “Target” level, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period. Subject to Section 13.1, SITE Centers will pay this amount to Executive’s personal representative as soon as practicable (but no later than 74 days) following the Termination Date.
(d)
A lump sum in cash to Executive’s personal representative as soon as practicable (but no later than 74 days) following Executive’s death in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium for SITE Centers-provided health, dental and vision insurance benefits at the levels specified in Section 4.2 in effect for Executive and Executive’s eligible dependents as of Executive’s

 

 

 

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death, plus (B) the employer portion of the monthly premium for other SITE Centers provided insurance (e.g., life, disability, etc.) in effect for Executive as of Executive’s death.
7.4
Upon Termination by Reason of Disability. If Executive’s employment under this Agreement is terminated by SITE Centers pursuant to Section 6.1 during the Contract Period following Executive’s disability, SITE Centers will pay and provide to Executive and Executive’s eligible dependents, as appropriate, the amounts and benefits specified in this Section 7.4, except that SITE Centers will not be obligated to pay the lump sum amounts specified in Section 7.4(c) and (d) unless either (x) SITE Centers is deemed to have waived its right to present and require a Release as provided in Section 8.2 or (y) Executive (or in the event of Executive’s legal incapacity, Executive’s personal representative) has timely executed a Release as contemplated by Section 8.3. The amounts and benefits specified in this Section 7.4 are as follows:
(a)
A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paid in accordance with SITE Centers policy. SITE Centers will pay this amount to Executive within 30 days of the Termination Date.
(b)
A lump sum amount equal to Executive’s Annual Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs.
(c)
A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs at the “Target” level, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
(d)
A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium (both the employee and the employer portion) for SITE Centers-provided health, dental and vision insurance benefits in effect for Executive and Executive’s eligible dependents as of the Termination Date, plus (B) the employer portion of the monthly premium for other SITE Centers provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
7.5
Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by SITE Centers, SITE Centers will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and SITE Centers will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from SITE Centers under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows:
(a)
A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already

 

 

 

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paid in accordance with SITE Centers policy. SITE Centers will pay this amount to Executive within 30 days of the Termination Date.
(b)
A lump sum amount equal to Executive’s Annual Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs.
(c)
A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period, and calculated on the basis of actual performance of Executive for such pro-rated period, as determined in the sole, reasonable discretion of the CEO or the Committee, as applicable. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
(d)
A lump sum amount equal to $1,500,000. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
(e)
A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium (both the employee and the employer portion) for SITE Centers-provided health, dental and vision insurance benefits in effect for Executive and Executive’s eligible dependents as of the Termination Date, plus (B) the employer portion of the monthly premium for other SITE Centers provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.
8.
Release. This Section 8 will apply only upon termination of Executive’s employment during the Contract Period (a) by SITE Centers without Cause, (b) by Executive for Good Reason, (c) by reason of Executive’s death or (d) by SITE Centers pursuant to Section 6.1 following Executive’s disability.
8.1
Presentation of Release by SITE Centers. If this Section 8 applies, SITE Centers may present to Executive (or in the case of Executive’s death or legal incapacity, to Executive’s personal representative), not later than 21 days after the Termination Date, a form of release (a “Release”) of all current and future claims, known or unknown, arising on or before the date on which the Release is to be executed, that Executive or Executive’s assigns have or may have against SITE Centers or any Subsidiary, and the directors, officers, and affiliates of any of them, substantially in the form attached hereto as Exhibit B, but subject to such modifications as may be reasonably determined necessary or appropriate by the Committee to reflect changes in applicable law or reasonable changes in best practices through the execution of such Release, together with a covering message in which SITE Centers advises Executive (or Executive’s personal representative) that the Release is being presented in accordance with this Section 8.1 and that a failure by Executive (or Executive’s personal representative) to execute and return the Release as contemplated by Section 8.3 would relieve SITE Centers of the obligation to make payments otherwise due to Executive (or to Executive’s personal representative) under one or more portions of Section 7.2, Section 7.3 or Section 7.4, as the case may be.

 

 

 

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8.2
Effect of Failure by SITE Centers to Present Release. If SITE Centers fails to present a Release and covering message to Executive (or Executive’s personal representative) as contemplated by Section 8.1, SITE Centers will be deemed to have waived the requirement that Executive (or Executive’s personal representative) execute a Release as a condition to receiving payments under any portion of Section 7.2, Section 7.3 or Section 7.4, as the case may be.
8.3
Execution of Release by Executive or Executive’s Personal Representative. If SITE Centers does present a Release and covering message to Executive (or Executive’s personal representative) as contemplated by Section 8.1, Executive (or Executive’s personal representative) will have until 60 days after the Termination Date (i.e., at least 39 days after presentation of the Release to Executive (or Executive’s personal representative)) within which to deliver an executed copy of the Release to SITE Centers and thereby satisfy the condition to receiving payments under any portion of Section 7.2, Section 7.3 or Section 7.4, as the case may be, provided that Executive (or Executive’s personal representative) does not revoke the execution of the Release during any applicable revocation period.
8.4
Effect of Failure to Execute Release or of Revocation of Release. If Executive (or Executive’s personal representative) fails to deliver an executed copy of the Release to SITE Centers within 60 days after the Termination Date or revokes the execution of the Release during any applicable revocation period, Executive (or Executive’s personal representative) will be deemed to have waived the right to receive all payments under Section 7.2, Section 7.3, or Section 7.4, as the case may be, that were conditioned on the Release.
9.
Disability Definitions; Physical Examination.
9.1
Definitions. For all purposes of this Agreement:
(a)
Executive’s “Own Occupation” means the regular occupation in which Executive is engaged under this Agreement at the time Executive becomes disabled.
(b)
“Total Disability” means that, because of sickness or injury, Executive is not able to perform the material and substantial duties of Executive’s Own Occupation.
(c)
“Totally Disabled” means that Executive suffers from Total Disability (and Executive will be deemed to continue to be Totally Disabled so long as Executive is not able to work in Executive’s Own Occupation even if Executive works in some other capacity).
9.2
Physical Examination. If either SITE Centers or Executive, at any time or from time to time after receipt of notice of Executive’s Total Disability from the other, desires to contend that Executive is not Totally Disabled, Executive will promptly submit to a physical examination by the chief of medicine of any major accredited hospital in the New York, New York, Charleston, South Carolina or Cleveland, Ohio areas (at SITE Centers’ reasonable cost) and, unless that physician issues his or her written statement to the effect that, in his or her opinion, based on his or her diagnosis, Executive is capable of resuming Executive’s Own Occupation and discharging the duties of Executive’s Own Occupation in accordance with the terms of this Agreement, Executive will be deemed to be and to continue to be Totally Disabled for all purposes of this Agreement.
10.
No Set‑Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect Upon Other Plans. SITE Centers’ obligation to make the payments provided for in this Agreement and otherwise to perform its obligations under this Agreement will not be affected by any set‑off, counterclaim, recoupment, defense, or other claim whatsoever that SITE Centers or any Subsidiary or

 

 

 

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affiliate may have against Executive, except that the prohibition on set-off, counterclaim, recoupment, defense, or other claim contained in this sentence will not apply if Executive’s employment is terminated by SITE Centers for Cause. Executive will not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. The amount of any payment provided for under this Agreement will not be reduced by any compensation or benefits earned by Executive as the result of employment by another employer or otherwise after the Termination Date. Neither the provisions of this Agreement nor the making of any payment provided for under this Agreement, nor the termination of SITE Centers’ obligations under this Agreement, will reduce any amounts otherwise payable, or in any way diminish Executive’s rights, under any incentive compensation plan, stock option or stock appreciation rights plan, restricted stock plan or agreement, deferred compensation, retirement, or supplemental retirement plan, stock purchase and savings plan, disability or insurance plan, or other similar contract, plan, or arrangement of SITE Centers or any Subsidiary, all of which will be governed by their respective terms.
11.
Payments Are in Lieu of Severance Payments. If Executive becomes entitled to receive payments under this Agreement as a result of termination of Executive’s employment, those payments will be in lieu of any and all other claims or rights that Executive may have against SITE Centers for severance, separation, and/or salary continuation pay upon that termination of Executive’s employment.
12.
Covenants and Confidential Information. Executive acknowledges SITE Centers’ reliance on and expectation of Executive’s continued commitment to performance of Executive’s duties and responsibilities during the Contract Period while Executive is employed by SITE Centers and Executive assumes the obligations set out in this Section 12 in light of that reliance and expectation on the part of SITE Centers.
12.1
Noncompetition. During the Contract Period while Executive is employed by SITE Centers, and for a period of 12 months thereafter, Executive will not, directly or indirectly, own, manage, control, or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor, or otherwise with the entities that are part of SITE Centers’ relative total shareholder return peer group, as designated with respect to awards of performance-based RSUs granted to Executive on March 1, 2024; provided, however, that the ownership by Executive of not more than three percent of any class of publicly traded securities of any entity will not be deemed a violation of this Section 12.1 (such restriction that applies post-employment, the “Post-Termination Restriction”). Notwithstanding anything in this Section 12.1 to the contrary, if the inclusion of the Post-Termination Restriction in this Agreement becomes prohibited by the law applicable to this Agreement, then such Post-Termination Restriction shall be deemed inoperative and severed from this Agreement, with this Agreement further interpreted and operated as if such Post-Termination Restriction was not included in this Agreement as of the Effective Date. This provision shall not apply in the event Executive is employed as outside counsel solely in his capacity as an attorney and his responsibilities are limited only to the practice of law. The Company is aware that the ethics rules governing the conduct of attorneys may include provisions which apply to agreements by an attorney to restrict his right to practice law. The provisions of this paragraph shall be deemed modified and amended to the extent required to conform to such attorney ethics rules.
12.2
Confidentiality. Throughout and after the Contract Period, Executive will not disclose, divulge, discuss, copy, or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, SITE Centers, any confidential information relating to SITE Centers’ operations, properties, or otherwise to its particular business or other trade secrets of SITE Centers, it being acknowledged by Executive that all such information regarding the business of SITE Centers compiled or obtained by, or furnished to, Executive during Executive’s

 

 

 

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employment by or association with SITE Centers is confidential information and SITE Centers’ exclusive property. The restrictions in this Section 12.2 will not apply to any information to the extent that it (a) is clearly obtainable in the public domain, (b) becomes obtainable in the public domain, except by reason of the breach by Executive of Executive’s obligations under this Section 12.2, (c) was not acquired by Executive in connection with Executive’s employment or affiliation with SITE Centers, (d) was not acquired by Executive from SITE Centers or its representatives, or (e) is required to be disclosed by rule of law or by order of a court or governmental body or agency. However, nothing in this Agreement or in ancillary agreements is intended to interfere with or discourage the disclosure of a suspected violation of the law to any governmental entity, or to discourage Executive from participating in an investigation by a governmental entity regarding a suspected violation of the law.
12.3
Non-Disparagement.
(a)
Throughout and after the Contract Period, outside the ordinary course of business on behalf of the Company, Executive will not make or issue, or procure any person, firm, or entity to make or issue, any statement in any form, including written, oral and electronic communications of any kind, which conveys negative or adverse information concerning SITE Centers or its Subsidiaries or affiliates, or any of their legal predecessors, successors, assigns, parents, subsidiaries, divisions or other affiliates, or any of the foregoing’s respective past, present or future directors, officers, employees or representatives (collectively, the “Non-Disparagement Parties”), or any Non-Disparagement Party’s business, or its actions, to any person or entity, regardless of the truth or falsity of such statement.
(b)
Throughout and after the Contract Period, SITE Centers will reasonably direct the executive officers and directors of SITE Centers not to make or issue, or procure any person, firm, or entity to make or issue, any statement in any form, including written, oral and electronic communications of any kind, which conveys negative or adverse information concerning Executive or any of Executive’s legal successors, assigns, or other affiliates, or any of the foregoing’s respective past, present or future directors, officers, employees or representatives (collectively, the “Executive Non-Disparagement Parties”), or any Executive Non-Disparagement Party’s business, or its actions, to any person or entity, regardless of the truth or falsity of such statement.
(c)
This Section 12.3 does not apply to truthful testimony or disclosure compelled or required by applicable law or legal process. Notwithstanding anything in this Agreement or ancillary agreements to the contrary, Executive is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.
12.4
Nonsolicitation. During the Contract Period while Executive is employed by SITE Centers, and for a period of 12 months thereafter, Executive will not directly or indirectly solicit or induce or attempt to solicit or induce any employee of SITE Centers and/or of any Subsidiary or affiliate to terminate his or her employment with SITE Centers and/or any Subsidiary.
12.5
Remedies. Executive acknowledges that the remedy at law for any breach by Executive of this Section 12 may be inadequate and that the damages following from any such breach may not be readily susceptible to being measured in monetary terms. Accordingly, Executive agrees that, upon adequate proof of Executive’s violation of any legally enforceable provision of this Section 12, SITE Centers will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this Section 12 will be

 

 

 

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deemed to limit SITE Centers’ remedies at law or in equity for any breach by Executive of any of the provisions of this Section 12 that may be pursued or availed of by SITE Centers.
12.6
Acknowledgement. Executive has carefully considered the nature and extent of the restrictions upon Executive and the rights and remedies conferred upon SITE Centers under this Section 12, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to SITE Centers, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of SITE Centers, and do not confer a benefit upon SITE Centers disproportionate to the detriment to Executive.
13.
Compliance with Section 409A.
13.1
Six Month Delay on Certain Payments, Benefits, and Reimbursements. If Executive is a “specified employee” for purposes of Section 409A (as determined under SITE Centers’ policy for determining specified employees on the Termination Date), to the extent necessary to comply with Section 409A(a)(2)(B)(i), each payment, benefit, or reimbursement paid or provided under this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A, that is to be paid or provided as a result of a “separation from service” within the meaning of Section 409A, and that would otherwise be paid or provided at any time (a “Scheduled Time”) that is on or before the date (the “Six Month Date”) that is exactly six months after the Termination Date (other than payments, benefits, or reimbursements that are treated as separation pay under Section 1.409A-1(b)(9)(v) of the Treasury Regulations) will not be paid or provided at the Scheduled Time but will be accumulated (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Internal Revenue Code in effect on the Termination Date) through the Six Month Date and paid or provided during the period of 30 consecutive days beginning on the first business day after the Six Month Date (that period of 30 consecutive days, the “Seventh Month after the Termination Date”), except that if Executive dies before the Six Month Date, the payments, benefits, or reimbursements will be accumulated only through the date of Executive’s death and thereafter paid or provided not later than 30 days after the date of death.
13.2
Additional Limitations on Reimbursements and In-Kind Benefits. The reimbursement of expenses or in-kind benefits provided under Section 7 or under any other section of this Agreement that are taxable benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A) are intended to comply, to the maximum extent possible, with the exception to Section 409A set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations. To the extent that any reimbursement of expenses or in-kind benefits provided under Section 7 or under any other section of this Agreement do not qualify for that exception and are otherwise deferred compensation subject to Section 409A , then they will be subject to the following additional rules: (i) any reimbursement of eligible expenses will be paid within 30 days following Executive’s written request for reimbursement; provided, however, that Executive provides written notice no later than 60 days before the last day of the calendar year following the calendar year in which the expense was incurred so that SITE Centers can make the reimbursement within the time periods required by Section 409A; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and (iii) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for any other benefit.

 

 

 

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13.3
Compliance Generally. Each payment or reimbursement and the provision of each benefit under this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. SITE Centers and Executive intend that the payments and benefits provided under this Agreement will either be exempt from the application of, or comply with, the requirements of Section 409A. This Agreement is to be construed, administered, and governed in a manner that effects that intent and SITE Centers will not take any action that is inconsistent with that intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out, or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Executive. Notwithstanding any provision of Section 7 to the contrary, if the period commencing on the Termination Date begins in one taxable year of Executive and the 74th day following the Termination Date is in a subsequent taxable year, any amounts payable under Section 7 which are considered deferred compensation under Section 409A shall be paid in such subsequent taxable year.
13.4
Termination of Employment to Constitute a Separation from Service. The parties intend that the phrase “termination of employment” and words and phrases of similar import mean a “separation from service” with SITE Centers within the meaning of Section 409A. Executive and SITE Centers will take all steps necessary (including taking into account this Section 13.4 when considering any further agreement regarding provision of services by Executive to SITE Centers after the Termination Date) to ensure that (a) any termination of employment under this Agreement constitutes a “separation from service” within the meaning of Section 409A, and (b) the Termination Date is the date on which Executive experiences a “separation from service” within the meaning of Section 409A.
14.
Indemnification. SITE Centers will indemnify Executive, to the full extent permitted or authorized by the Ohio General Corporation Law as it may from time to time be amended, if Executive is made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that Executive is or was a director, officer, or employee of SITE Centers and/or of any Subsidiary, or is or was serving at the request of SITE Centers and/or of any Subsidiary as a director, trustee, officer, or employee of a corporation, partnership, joint venture, trust, or other enterprise. The indemnification provided by this Section 14 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of SITE Centers and/or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in Executive’s official capacity and as to action in another capacity while holding such office, and will continue as to Executive after Executive has ceased to be a director, trustee, officer, or employee and will inure to the benefit of Executive’s heirs, executors, and administrators. In particular, Executive will continue to be entitled to the full benefit of the indemnification agreement dated as of November 9, 2017 between Executive and SITE Centers (the “Indemnification Agreement”) for so long as that Indemnification Agreement remains in effect according to its terms. In the event of any conflict or inconsistency between the provisions of this Section 14 and the provisions of the Indemnification Agreement, the provisions of the Indemnification Agreement shall control.
15.
Adjustment of Certain Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit to be paid or provided hereunder or under any other plan or agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Internal Revenue Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided hereunder shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate

 

 

 

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payments and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Internal Revenue Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). The determination of whether any reduction in such payments or benefits to be provided hereunder is required pursuant to the preceding sentence shall be made at the expense of the Company, if requested by Executive or the Company, by the Company’s independent accountants or a nationally recognized law firm chosen by the Company. The fact that Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 15 shall not of itself limit or otherwise affect any other rights of Executive under this Agreement. In the event that any payment or benefit intended to be provided hereunder is required to be reduced pursuant to this Section 15, then the reduction will be made in accordance with Section 409A and will occur in the following order: (a) first, by reducing any cash payments with the last scheduled payment reduced first; (b) second, by reducing any equity-based benefits that are included at full value under Q&A-24(a) of the Treasury Regulations promulgated under Section 280G of the Internal Revenue Code (the “280G Regulations”), with the highest value reduced first; (c) third, by reducing any equity-based benefits included on an acceleration value under Q&A-24(b) or 24(c) of the 280G Regulations, with the highest value reduced first; and (d) fourth, by reducing any non-cash, non-equity based benefits, with the latest scheduled benefit reduced first.
16.
Certain Expenses. This Section 16 will apply only to expenses that (a) are otherwise described in one or more of its subsections and (b) are incurred at any time from the Effective Date through the fifth anniversary of Executive’s death.
16.1
Reimbursement of Certain Expenses. SITE Centers will pay, as incurred, all expenses, including the reasonable fees of counsel engaged by Executive, of Executive in (a) prosecuting any action to compel SITE Centers to comply with the terms of this Agreement upon receipt from Executive of an undertaking to repay SITE Centers for such expenses if it is ultimately determined by a court of competent jurisdiction that Executive had no reasonable grounds for bringing such action or (b) defending any action brought by a party other than Executive or Executive’s personal representative to have this Agreement declared invalid or unenforceable.
16.2
Advancement of Certain Expenses. Expenses (including the reasonable fees of counsel engaged by Executive) incurred by Executive in defending any action, suit, or proceeding commenced or threatened against Executive for any action or failure to act as an employee, officer or director of SITE Centers and/or of any Subsidiary will be paid by SITE Centers, as they are incurred, in advance of final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of Executive in which Executive agrees to reasonably cooperate with SITE Centers and/or the Subsidiary, as the case may be, concerning the action, suit, or proceeding, and (a) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as a director, to repay the amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to SITE Centers or a Subsidiary or with reckless disregard for the best interests of SITE Centers or a Subsidiary, or (b) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as an officer or employee, to repay the amount if it is ultimately determined that Executive is not entitled to be indemnified. The obligation of SITE Centers to advance expenses provided for in this Section 16.2 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of SITE Centers or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise.

 

 

 

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17.
Survival of Obligations. Except as is otherwise expressly provided in this Agreement, the respective obligations of SITE Centers and Executive under this Agreement will survive any termination of Executive’s employment under this Agreement.
18.
Notices. Notices and all other communications provided for in this Agreement must be in writing and will be deemed to have been duly given upon receipt (or rejection) when delivered in person or by overnight delivery (to the CEO of SITE Centers in the case of notices to SITE Centers and to Executive in the case of notices to Executive) or mailed by United States registered mail, return receipt requested, postage prepaid, and addressed, if to SITE Centers, to its principal place of business, attention: Chief Executive Officer, and, if to Executive, to Executive’s home address last shown on the records of SITE Centers, or to such other address or addresses as either party may furnish to the other in accordance with this Section 18.
19.
Entire Agreement. Except as otherwise set forth below in this Section 19, this Agreement and the agreements specifically referenced herein supersede in their entirety all prior agreements between the parties, if any, and all understandings between them, if any, with respect to the subject matter of this Agreement including the Employment Agreement, dated as of September 11, 2021, between SITE Centers and Executive. As provided in Section 14, Executive will continue to be entitled to the full benefit of the Indemnification Agreement for so long as it remains in effect according to its terms. For purposes of clarification, notwithstanding anything in the 2021 Agreement or this Agreement to the contrary, there shall be no duplication of compensation and benefits under the 2021 Agreement and this Agreement.
20.
Mandatory Arbitration Before a Change in Control. Section 20.1 will apply if and only if either party notifies the other, in writing, that it is demanding resolution of a then-current controversy or claim by arbitration and the notice is provided by the notifying party to the other party before any Change in Control has occurred. Nothing in this Section 20 will limit the right of SITE Centers to seek and obtain injunctive relief in a court of equity for any breach or threatened breach by Executive of any of Executive’s covenants contained in Section 12 above.
20.1
Scope of Arbitration. If this Section 20.1 applies, any controversy or claim arising out of or relating to this Agreement or any breach of this Agreement will be settled by binding arbitration to be held before three arbitrators and conducted in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association in the City of Cleveland, Ohio or New York, New York. The decision of the arbitrators will be final and binding on both parties and judgment on any award rendered by the arbitrators may be entered in any court of competent jurisdiction. Costs and expenses of any such arbitration will be borne by the parties as may be directed by the arbitrators taking into account the extent to which the positions taken by each of the parties are reasonable. The arbitrators will have the power to issue mandatory orders and restraining orders in connection with any such arbitration.
20.2
Other Disputes. If Section 20.1 does not apply to any claim or controversy between the parties, the parties may nevertheless, but need not, mutually agree to submit any controversy or claim to arbitration as though Section 20.1 did apply. Failing any such mutual agreement, either party may bring proceedings against the other with respect to any claim or controversy in any court of competent jurisdiction that satisfies the venue requirements set forth in Section 21.8. Nothing in this Section 20.2 imposes upon either party any obligation to discuss possible arbitration of any claim or controversy to which Section 20.1 does not apply before bringing any court proceedings with respect to that claim or controversy.

 

 

 

 

15

 

 

 

 

21.
Miscellaneous.
21.1
No Conflict. Executive represents and warrants that Executive is not a party to any agreement, contract, or understanding, whether employment or otherwise, that would restrict or prohibit Executive from undertaking or performing employment in accordance with the terms and conditions of this Agreement.
21.2
Assistance. During the term of this Agreement and thereafter, Executive will provide reasonable assistance to SITE Centers in litigation and regulatory matters that relate to events that occurred during Executive’s period of employment with SITE Centers and its predecessors, and will provide reasonable assistance to SITE Centers with matters relating to its corporate history from the period of Executive’s employment with it or its predecessors. Executive will be entitled to reimbursement of reasonable out-of-pocket travel or related costs and expenses relating to any such cooperation or assistance that occurs following the Termination Date.
21.3
Severability. The provisions of this Agreement are severable and if any one or more provision is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless will be binding and enforceable.
21.4
Benefit of Agreement. The rights and obligations of SITE Centers under this Agreement will inure to the benefit of, and will be binding on, SITE Centers and its successors and assigns, and the rights and obligations (other than obligations to perform services) of Executive under this Agreement will inure to the benefit of, and will be binding upon, Executive and Executive’s heirs, personal representatives, and assigns.
21.5
No Waiver. The failure of either party to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provision or provisions as to any future violations thereof, nor prevent that party from later enforcing each and every other provision of this Agreement. The rights granted the parties in this Agreement are cumulative and the waiver of any single remedy will not constitute a waiver of that party’s right to assert all other legal remedies available to it under the circumstances.
21.6
Modification. This Agreement may not be modified or terminated orally. No modification or termination will be valid unless in writing and signed by the party against which the modification or termination is sought to be enforced. Notwithstanding anything in this Agreement to the contrary, Executive acknowledges and agrees that this Agreement and any compensation described herein (or described in the 2021 Agreement) are subject to the terms and conditions of the Company's clawback provisions, policy or policies (if any) as may be in effect from time to time, including specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Shares at any point may be traded) (the “Compensation Recovery Policy”), and applicable sections of this Agreement (or the 2021 Agreement) and any related documents shall be deemed superseded by and subject to (as applicable) the terms and conditions of the Compensation Recovery Policy. Further, Executive agrees to fully cooperate with the Company in connection with any of Executive’s obligations to the Company pursuant to the Compensation Recovery Policy, and agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof.

 

 

 

16

 

 

 

 

21.7
Merger or Transfer of Assets of SITE Centers. During the Contract Period while Executive is employed by SITE Centers, SITE Centers will not consolidate with or merge into any other corporation, or transfer all or substantially all of its assets to another corporation, unless such other corporation assumes this Agreement in a signed writing and delivers a copy thereof to Executive, which signed writing may consist of the merger or sale agreement, or similar document. Upon any such assumption, the successor corporation will become obligated to perform the obligations of SITE Centers under this Agreement, and the terms “SITE Centers” and the “Company,” as used in this Agreement, will be deemed to refer to that successor corporation, and the term “the Board” as used in this Agreement will be deemed to refer to the board of directors of that successor corporation.
21.8
Governing Law and Venue. The provisions of this Agreement will be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made in and to be performed exclusively within that State, notwithstanding any conflict of law provision to the contrary. Subject to the mandatory arbitration provisions of Section 20, the parties consent to venue and personal jurisdiction over them in the courts of the State of Ohio and federal courts sitting in Cleveland, Ohio, for purposes of construing and enforcing this Agreement.
21.9
Termination of Status as Director or Officer. Notwithstanding anything in this Agreement to the contrary, unless otherwise agreed to by SITE Centers and Executive prior to the Termination Date, Executive shall be deemed to have automatically resigned from all directorships and offices with SITE Centers and its Subsidiaries, and their affiliates (including joint ventures), as of the Termination Date.
22.
Definitions.
22.1
Cause. The term “Cause” has the meaning set forth in Section 6.2.
22.2
Change in Control. The term “Change in Control” means the occurrence, during the Contract Period while Executive is employed by SITE Centers, of any of the following:
(a)
consummation of a consolidation or merger in which SITE Centers is not the surviving corporation, the sale of substantially all of the assets of SITE Centers, or the liquidation or dissolution of SITE Centers;
(b)
consummation of a consolidation or merger in which SITE Centers is the surviving corporation or the acquisition of assets of another corporation (a “Business Combination”), but excluding, however, any Business Combination pursuant to which (i) the individuals and entities who were the beneficial owners of the then-outstanding voting securities of SITE Centers entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns SITE Centers or all or substantially all of SITE Centers’ assets either directly or through one or more subsidiaries), (ii) no individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (excluding SITE Centers, any employee benefit plan (or related trust) of SITE Centers, or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the entity resulting from such

 

 

 

17

 

 

 

 

Business Combination and (iii) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;
(c)
any person or other entity (other than SITE Centers or a Subsidiary or any SITE Centers employee benefit plan (including any trustee of any such plan acting in its capacity as trustee)) purchases any Shares (or securities convertible into Shares) pursuant to a tender or exchange offer without the prior consent of the Board, or becomes the beneficial owner of securities of SITE Centers representing 30% or more of the voting power of SITE Centers’ outstanding securities without the prior consent of the Board; or
(d)
during any two-year period, individuals who at the beginning of such period constitute the entire Board cease to constitute a majority of the Board; provided, that any person becoming a director of SITE Centers during such two-year period whose election, or nomination for election by SITE Centers’ shareholders, was approved by a vote of at least two-thirds of the directors who at the beginning of such period constituted the entire Board or who became a director of SITE Centers during such two-year period as described in this proviso (either by a specific vote or by approval of SITE Centers’ proxy statement in which such person is named as a nominee of SITE Centers for director), but excluding for this purpose any person whose initial assumption of office as a director of SITE Centers occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors of SITE Centers or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or person other than the Board, shall be, for purposes of this Section 22.2(d), considered as though such person was a member of the Board at the beginning of such period.
22.3
Committee. The term “Committee” means the Compensation Committee of the Board or any other committee or subcommittee authorized by the Board to discharge the Board’s responsibilities relating to the compensation of SITE Centers’ officers and directors.
22.4
Good Reason. The term “Good Reason” has the meaning set forth in Section 6.3.
22.5
Internal Revenue Code. The term “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.
22.6
Section. References in this Agreement to one or more “Sections” are to sections of this Agreement, except for references to certain Sections of the Internal Revenue Code.
22.7
Section 409A. The term “Section 409A” means Section 409A of the Internal Revenue Code. References in this Agreement to Section 409A are intended to include any proposed, temporary, or final regulations, or any other guidance, promulgated with respect to Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.
22.8
Shares. The term “Shares” means the Common Shares, par value $0.10 per share (or such other par value as may be established from time to time), of SITE Centers.
22.9
Subsidiary. The term “Subsidiary” means any corporation, partnership, or other entity a majority of the voting control of which is directly or indirectly owned or controlled by SITE Centers.

 

 

 

18

 

 

 

 

22.10
Termination Date. The term “Termination Date” means the date on which Executive’s employment with SITE Centers and its Subsidiaries terminates.
22.11
Triggering Event. A “Triggering Event” for the purpose of this Agreement will be deemed to have occurred if, during the Contract Period while Executive is employed by SITE Centers:
(a)
After the date on which a Change in Control occurs, SITE Centers terminates the employment of Executive, other than in the case of a termination for Cause, a termination by SITE Centers pursuant to Section 6.1 following Executive’s disability, or a termination based on death; or
(b)
After the date on which a Change in Control occurs, Executive terminates his employment with SITE Centers for Good Reason.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

 

 

 

19

 

 

 

 

IN WITNESS WHEREOF, SITE Centers and Executive have executed this Agreement, SITE Centers by its duly authorized officer, as of the date first written above.

 

SITE CENTERS CORP.

 

 

 

 

 

By:   /s/ David R. Lukes

Name: David R. Lukes

Title: President and
                    Chief Executive Officer

 

 

 

 

 

 

/s/ Aaron M. Kitlowski

AARON M. KITLOWSKI

 

 

 

 

20

 

 

 

 

EXHIBIT A

 

ANNUAL BONUS OPPORTUNITY

AS A PERCENTAGE OF YEAR-END BASE SALARY

Threshold Target Maximum

50% 100% 150%

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT B

 

Form of Release

 

In consideration of certain benefits provided to Aaron Kitlowski (“Executive”) and to be received by Executive from SITE Centers Corp. (the “Company”) as described in the Employment Agreement, dated as of April 8, 2024, by and between the Company and Executive (the “Agreement”):

 

1. Claims Released. Executive, for himself and on behalf of anyone claiming through Executive including each and all of Executive’s legal representatives, administrators, executors, heirs, successors and assigns (collectively, the “Executive Releasors”), does hereby fully, finally and forever release, absolve and discharge the Company and each and all of its legal predecessors, successors, assigns, fiduciaries, parents, subsidiaries, divisions and other affiliates, and each of the foregoing’s respective past, present and future principals, partners, shareholders, directors, officers, employees, agents, consultants, attorneys, trustees, administrators, executors and representatives (collectively, the “Company Released Parties”), of, from and for any and all claims, causes of action, lawsuits, controversies, liabilities, losses, damages, costs, expenses and demands of any nature whatsoever, at law or in equity, whether known or unknown, asserted or unasserted, foreseen or unforeseen, that the Executive Releasors (or any of them) now have, have ever had, or may have against the Company Released Parties (or any of them) based upon, arising out of, concerning, relating to or resulting from any act, omission, matter, fact, occurrence, transaction, claim, contention, statement or event occurring or existing at any time in the past up to and including the date on which Executive signs this Release, including, without limitation, (a) all claims arising out of or in any way relating to Executive’s employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorneys fees, expenses or otherwise) that were or could have been asserted by Executive or on his behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: the Age Discrimination in Employment Act (the “ADEA”), as amended by the Older Workers’ Benefit Protection Act of 1990 (the “OWBPA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Lilly Ledbetter Fair Pay Act of 2009, the Family and Medical Leave Act, Sarbanes-Oxley Act of 2002, the National Labor Relations Act, the Rehabilitation Act of 1973, the Worker Adjustment Retraining and Notification Act, the Uniformed Services Employment and Reemployment Rights Act, Federal Executive Order 11246, and the Genetic Information Nondiscrimination Act.

 

 

 

 

 

 

 

 

 

 

 

 

2. Scope of Release. Nothing in this Release (a) shall release the Company from any of its obligations set forth in the Agreement or any claim that by law is non-waivable, (b) shall release the Company from any obligation to defend and/or indemnify Executive against any third party claims arising out of any action or inaction by Executive during the time of his employment and within the scope of his duties with the Company to the extent Executive has any such defense or indemnification right, and to the extent permitted by applicable law and to the extent the claims are covered by the Company’s director & officer liability insurance or (c) shall affect Executive’s right to file a claim for workers’ compensation or unemployment insurance benefits.

 

Executive further acknowledges that by signing this Release, Executive does not waive the right to file a charge against the Company with, communicate with or participate in any investigation by the EEOC, the Securities and Exchange Commission or any comparable state or local agency. However, Executive waives and releases, to the fullest extent legally permissible, all entitlement to any form of monetary relief arising from a charge Executive or others may file, including without limitation any costs, expenses or attorneys’ fees. Executive understands that this waiver and release of monetary relief would not affect an enforcement agency’s ability to investigate a charge or to pursue relief on behalf of others. Notwithstanding the foregoing, Executive will not give up his right to any benefits to which he is entitled under any retirement plan of the Company that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or his rights, if any, under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (COBRA), or any monetary award offered by the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. By executing this Release, Executive represents that, as of the date Executive signs this Release, no claims, lawsuits, grievances, or charges have been filed by Executive or on Executive’s behalf against the Company Released Parties.

 

3. Knowing and Voluntary ADEA Waiver. In compliance with the requirements of the OWBPA, Executive acknowledges by his signature below that, with respect to the rights and claims waived and released in this Release under the ADEA, Executive specifically acknowledges and agrees as follows: (a) Executive has read and understands the terms of this Release; (b) Executive has been advised and hereby is advised, and has had the opportunity, to consult with an attorney before signing this Release; (c) the Release is written in a manner understood by Executive; (d) Executive is releasing the Company and the other Company Released Parties from, among other things, any claims that Executive may have against them pursuant to the ADEA; (e) the releases contained in this Release do not cover rights or claims that may arise after Executive signs this Release; (f) Executive has been given a period of at least 21 days in which to consider and execute this Release (although Executive may elect not to use the full consideration period at Executive’s option); (g) Executive may revoke this Release during the seven-day period following the date on which Executive signs this Release, and this Release will not become effective and enforceable until the seven-day revocation period has expired; and (h) any such revocation must be submitted in writing to the Company c/o David R. Lukes, Chief Executive Officer, SITE Centers Corp., 3300 Enterprise Parkway, Beachwood, Ohio 44122 prior to the expiration of such seven-day revocation period. If Executive revokes this Release within such seven-day revocation period, it shall be null and void.

 

 

 

 

 

 

 

 

 

 

 

 

4. Acknowledgment of Restrictive Covenants. Executive acknowledges his obligations as outlined in Section 12 of the Agreement and in Section 21.6 regarding clawback or Executive forfeiture of compensation and related amounts (“Restrictive Covenants”), and acknowledges that the Restrictive Covenants remain in full force and effect.

 

5. Entire Agreement. This Release, the Agreement, and the documents referenced therein contain the entire agreement between Executive and the Company, and take priority over any other written or oral understanding or agreement that may have existed in the past. Executive acknowledges that no other promises or agreements have been offered for this Release (other than those described above) and that no other promises or agreements will be binding unless they are in writing and signed by Executive and the Company.

 

 

 

I agree to the terms and conditions set forth in this Release.

 

EXECUTIVE

 

 

____________________________

 

Date: _______________________

 

 

 

 

 

 

 

 

 

 

 

 
EX-19.1 9 sitc-ex19_1.htm EX-19.1 EX-19.1

EXHIBIT 19.1

POLICY ON INSIDER TRADING

PURPOSE AND SCOPE OF THE POLICY

It is the policy of SITE Centers Corp. (the “Company”) to comply with all applicable state and federal securities laws, including those relating to buying and selling securities of the Company. Directors, officers and employees may, in the course of their service to the Company, become aware of material nonpublic information regarding the Company, its subsidiaries and affiliates, or other companies with which the Company does business.

Under the applicable federal securities laws, individuals trading on or “tipping” material nonpublic information may be required to pay civil fines up to three times the profit gained or loss avoided by such trading, as well as a criminal fine (no matter how small the profit gained or loss avoided) of up to $5 million, and may serve a maximum jail term of 20 years. Federal securities laws also impose potential civil and criminal penalties on the Company and management of the Company for failing to take appropriate steps to prevent illegal trading or tipping. The civil penalty equals the greater of $1 million or three times the profit gained or loss avoided and may be imposed on the Company and each individual who fails to take appropriate preventive measures. A criminal fine of up to $25 million may also be imposed. The penalties described above are in addition to civil penalties and sanctions that can be imposed by the Securities and Exchange Commission (the “SEC”) and the Department of Justice under other applicable federal laws, or under state laws.

In order to prevent exposure to the severe penalties for violating securities laws, and as a means to avoid any situation (such as an insider-trading investigation) that could possibly damage the Company’s reputation for integrity and ethical conduct or subject the Company and its directors, officers and employees to liability, the Company has adopted this policy on insider trading.

All directors, officers and employees of the Company must comply with this policy, including a prohibition on trading during applicable “Blackout Periods” and other times when the director, officer or employee possesses material nonpublic information regarding the Company or other companies with which the Company does business. In addition, directors and officers at or above the level of senior vice president or an equivalent position are subject to pre-clearance of trades.

This policy will continue to apply to any director, officer or employee whose relationship with the Company has terminated, as long as the individual possesses material nonpublic information obtained in the course of his or her relationship with the Company.

Violations of this policy could lead to disciplinary action (including termination), as well as civil or criminal liability.

THE POLICY

Directors, officers and employees of the Company and their related persons (as defined below) may not buy or sell Company securities, or securities of any other publicly-held company, while in possession of material nonpublic information regarding the issuer of such securities, even if the decision to buy or sell is not based upon the material nonpublic information. For these purposes, any gift of securities made with the knowledge that the donee will soon sell the securities should be considered in effect a sale for cash followed by a gift of the cash.

No Trading or Tipping on the Basis of Material Nonpublic Information

Any director, officer or employee who is aware of material nonpublic information regarding the Company may not trade directly or indirectly in the Company’s securities or disclose (“tip”) any such information to another person, even to family members or other directors, officers or employees, except for those whose job responsibilities require the information. Similarly, a director, officer or employee who is aware of material nonpublic information of any other publicly-held company, including, but not limited to, Retail Value Inc., may not trade directly or indirectly in the securities of any such company, recommend that another person trade in the securities of any such company or tip any such information to another person.

 

SITE CENTERS CORP.// POLICY ON INSIDER TRADING // REVISED FEBRUARY 2023 Page 1 of 3

“Material” information is any information that an investor would consider important in deciding to buy, hold or sell securities of the Company or such other publicly-held company. In short, any information that could reasonably affect the price of such securities is material. Examples of matters that may be material are earnings forecasts, preliminary financial results, possible mergers or acquisitions, tenant bankruptcies, developments, dispositions or joint ventures, the acquisition or loss of a significant contract, dividend actions and stock splits and significant financing developments. “Nonpublic” means information that is not available to the general public. Information becomes “public” when it is disseminated in a manner making it available to investors through recognized channels of distribution such as annual reports, prospectuses, press releases, marketing materials, and prominent financial publications (like The Wall Street Journal). Further, even after the information is made public, the investing market must have a reasonable period of time to react to the information. Generally, information which has not been available to the investing public for at least one full business day is considered to be nonpublic.

Blackout Periods

No director, officer or employee may trade in Company securities during the period that begins on the first day following the end of a fiscal quarter or year, as applicable, and ends at the close of business on the first business day following the public release of earnings for such period, or any other period designated by the Company (a “Blackout Period”). In addition, any time the Company makes a public announcement of material information, the Company’s shareholders and the investing public should be afforded the time to receive the information and act upon it, and as a general rule one should not engage in any transactions until the second business day after the information has been released.

In addition to regular Blackout Periods, the Company may designate other times during which trading in Company securities is prohibited in the light of developments that could involve material nonpublic information. In these situations, the Company’s corporate compliance officer or general counsel will notify particular individuals that they may not trade in Company securities (except as permitted under a Rule 10b5-1 Trading Plan as described below) and may not disclose to others the fact that the trading has been prohibited. If the relationship of an individual with the Company should terminate while such a notice is in effect, the prohibition will continue to apply until the Company gives notice that the trading restrictions have been lifted.

10b5-1 Trading Plans

Notwithstanding the foregoing restrictions on trading, directors, officers and employees of the Company may execute trades in the Company’s securities during a Blackout Period or a time when he or she possesses material nonpublic information if such trades are pursuant to a prearranged written trading contract, instruction or plan (a “10b5-1 Trading Plan”) that (a) complies with Rule 10b5-1 of the Securities Exchange Act of 1934; (b) is not entered into during a Blackout Period or such other time when the director, officer or employee possesses any material nonpublic information; and (c) is approved in advance of its implementation by the Company’s corporate compliance officer or general counsel.

Any director, officer or employee party to a 10b5-1 Trading Plan must also obtain the approval of the Company’s corporate compliance officer or general counsel prior to amending or terminating such plan. Any trades consummated pursuant to a 10b5-1 Trading Plan must promptly be reported to the Company’s corporate compliance officer or general counsel. Note that current SEC rules require the Company to disclose on a quarterly basis the name of each director or officer having an outstanding 10b5-1 Trading Plan and certain material terms of that 10b5-1 Trading Plan.

Pre-Clearance Policy

To help prevent inadvertent violations and avoid the appearance of improper transactions, the Company has implemented the following procedures for pre-clearance of all trades (other than trades pursuant to an approved 10b5-1 Trading Plan).

All transactions in Company securities by directors, officers of the Company at or above the level of senior vice president or an equivalent position, and any other employee designated from time to time by the Company, must be pre-cleared by the Company’s corporate compliance officer or general counsel. Any such person contemplating a transaction should contact the Company’s corporate compliance officer or general counsel in advance of the anticipated trade. This requirement also applies to gifts and cashless stock option exercises (i.e., sales of stock acquired in connection with the exercise of options).

Compliance by Personal Household and Immediate Family

SITE CENTERS CORP.// POLICY ON INSIDER TRADING // REVISED FEBRUARY 2023 Page 2 of 3

Directors, officers and employees are responsible for compliance with this policy by their related persons. For purposes of this policy, a “related person” includes:

•
members of a director’s, officer’s or employee’s household;
•
“immediate family,” which includes any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father- in-law, son-in-law, daughter-in-law, brother-in-law and sister-in-law, that reside with a director, officer or employee, except to the extent that the members of a director’s, officer’s or employee’s immediate family are also directors, officers or employees (or spouses of such persons);
•
immediate family that does not live in the same household as a director, officer or employee but whose transactions in Company securities are directed by a director, officer or employee or are subject to his or her influence or control, such as parents or children that consult with a director, officer or employee before they trade in securities of the Company;
•
partnerships in which a director, officer or employee is a general partner;
•
corporations in which a director, officer or employee either singly or together with other “related persons” owns a controlling interest;
•
trusts of which a director, officer or employee is a trustee, settlor or beneficiary;
•
estates of which a director, officer or employee is an executor or beneficiary; or
•
any other group or entity where the director, officer or employee has or shares with others the power to decide whether to trade in the Company securities.

Directors, officers and employees should make their related persons aware of the need to confer with them before trading in Company securities and should treat all such transactions for the purposes of this policy and applicable securities laws as if the transactions were for their own account. This policy, however, does not apply to personal securities transactions of immediate family of a director, officer or employee where the purchase or sale decision is made by a third party not controlled by, influenced by or related to such director, officer or employee or members of their immediate family.

Protecting Confidential Information

Since unauthorized disclosure of any nonpublic information relating to the Company could result in liability under applicable securities laws, the disclosure of such information about the Company or its dealings with other companies is prohibited, except as required in the performance of one’s regular duties. Special care must be taken to protect and maintain the integrity of the Company’s information. For example, confidential or sensitive documents must not be left anywhere that might be in plain view of other employees or visitors. Discussions concerning material information relating to the Company should be undertaken discretely to ensure that they are not overheard by third parties.

Assistance

Any questions regarding the policy in general or the application of the policy to a particular case should be directed to the office of the Company’s corporate compliance officer or general counsel. The ultimate responsibility for adhering to this policy and avoiding improper transactions rests with each individual exercising his or her best judgment.

Amendment; Waivers; No Circumvention

The Board of Directors of the Company reserves the right to amend this policy at any time. The Board of Directors of the Company, a committee of the Board and, in some circumstances, its designees, may grant a waiver of this policy on a case-by-case basis, but only under special circumstances.

SITE CENTERS CORP.// POLICY ON INSIDER TRADING // REVISED FEBRUARY 2023 Page 3 of 3
EX-21.1 10 sitc-ex21_1.htm EX-21.1 EX-21.1

 

Exhibit 21.1

 

SITE CENTERS CORP.

LIST OF SUBSIDIARIES/AFFILIATES

 

Ancillary Affiliated Enterprises, Inc., an Ohio corporation

Bandera Pointe Investment LLC, a Delaware limited liability company

BG Monmouth, LLC, a New Jersey limited liability company

Black Cherry Limited Liability Company, a Colorado limited liability company

BRE DDR BR Midtowne SC LLC, a Delaware limited liability company

BRE DDR BR White Oak VA LLC, a Delaware limited liability company

BRE DDR Carillon Place LLC, a Delaware limited liability company

BRE DDR Cool Springs Pointe LLC, a Delaware limited liability company

BRE DDR Crocodile Falcon Ridge Town Center I LLC, a Delaware limited liability company

BRE DDR Crocodile Falcon Ridge Town Center II LLC, a Delaware limited liability company

BRE DDR Crocodile Falcon Ridge Triangles LLC, a Delaware limited liability company

BRE DDR Crocodile Sycamore Plaza LLC, a Delaware limited liability company

BRE DDR Fairfax Town Center LLC, a Delaware limited liability company

BRE DDR Flatacres Marketplace LLC, a Delaware limited liability company

BRE DDR IVA Ashbridge PA LLC, a Delaware limited liability company

BRE DDR IVA Hub NY LLC, a Delaware limited liability company

BRE DDR IVA Millenia FL LLC, a Delaware limited liability company

BRE DDR IVA Southmont PA LLC, a Delaware limited liability company

BRE DDR IVB Echelon NJ LLC, a Delaware limited liability company

BRE DDR IVB Larkin’s PA LLC, a Delaware limited liability company

BRE DDR Lake Brandon Village LLC, a Delaware limited liability company

BRE DDR Parker Pavilions LLC, a Delaware limited liability company

BRE DDR Pool A Holdings LLC, a Delaware limited liability company

BRE DDR Pool B Holdings LLC, a Delaware limited liability company

BRE DDR Retail Holdings IV LLC, a Delaware limited liability company

BRE DDR Shoppers World LLC, a Delaware limited liability company

BRE DDR Woodfield Village LLC, a Delaware limited liability company

Canal TC LLC, a Delaware limited liability company

Coventry Real Estate Partners, Ltd., an Ohio limited liability company

DD Community Centers Eight AZ LLC, a Delaware limited liability company

DDR 2008 Portfolio LLC, a Delaware limited liability company

DDR 3030 Holdco LLC, a Delaware limited liability company

DDR Arrowhead Crossing OP LLC, a Delaware limited liability company

DDR Asset Management LLC, a Delaware limited liability company

DDR Bandera GP II LLC, a Delaware limited liability company

DDR Bandera GP LLC, a Delaware limited liability company

DDR Bandera LLC, a Delaware limited liability company

DDR Bandera LP II LLC, a Delaware limited liability company

DDR Beachwood Headquarters LLC, a Delaware limited liability company

 

 

DDR Belgate Holdings LLC, a Delaware limited liability company

DDR Belgate LP, a Delaware limited partnership

DDR Buena Park Place Holdings LLC, a Delaware limited liability company

DDR Buena Park Place LP, a Delaware limited partnership

DDR Builders Utah Inc., a Utah corporation

DDR BV Holdings IV LLC, a Delaware limited liability company

DDR BV Preferred Holdings LLC, a Delaware limited liability company

DDR CA Holdings LLC, a Delaware limited liability company

DDR Carolina Pavilion LP, a Delaware limited partnership

DDR Continental Inc., an Ohio corporation

DDR Continental LP, an Ohio limited partnership

DDR Cotswold LP, a Delaware limited partnership

DDR CP Holdings LLC, a Delaware limited liability company

DDR Creekside LP, a Delaware limited partnership

DDR DB Kyle LP, a Texas limited partnership

DDR DB SA Phase II LP, a Texas limited partnership

DDR DB SA Ventures LP, a Texas limited partnership

DDR DB Stone Oak LP, a Texas limited partnership

DDR DB Terrell LP, a Texas limited partnership

DDR Deer Park Town Center LLC,an Ohio limited liability company

DDR DownREIT LLC, an Ohio limited liability company

DDR Easton Holdings LLC, a Delaware limited liability company

DDR Easton Market OP LLC, a Delaware limited liability company

DDR Guilford LLC, a Delaware limited liability company

DDR Hendon Nassau Park II LP, a Georgia limited partnership

DDR Highland Village LP, a Delaware limited partnership

DDR IRR Acquisition LLC, a Delaware limited liability company

DDR KM Shopping Center LLC, a Delaware limited liability company

DDR Kyle Holdings LLC, a Delaware limited liability company

DDR Lake Brandon Plaza LLC, a Delaware limited liability company

DDR Management LLC, a Delaware limited liability company

DDR MCH East II LLC, a Delaware limited liability company

DDR MCH East LLC, a Delaware limited liability company

DDR MCH West LLC, a Delaware limited liability company

DDR Melbourne LLC, a Delaware limited liability company

DDR Merriam Village LLC, a Delaware limited liability company

DDR Miami Avenue, LLC, a Delaware limited liability company

DDR Mid-Atlantic Management Corp., a Delaware corporation

DDR Nassau Park II Inc., an Ohio corporation

DDR Nassau Pavilion Associates LP, a Georgia limited partnership

DDR Nassau Pavilion Inc., an Ohio corporation

DDR NC Holdings LLC, a Delaware limited liability company

DDR Northern Richmond Hill BF LLC, a Delaware limited liability company

-2-

 

DDR Northern Richmond Hill TE Co., a Delaware corporation

DDR Northern Richmond Hill Trust, a Delaware statutory trust

DDR Office Flex Corporation, a Delaware corporation

DDR OG Holdings LLC, a Delaware limited liability company

DDR Ohio Opportunity II LLC, an Ohio limited liability company

DDR Orlando LLC, a Delaware limited liability company

DDR Perimeter Holdings LLC, a Delaware limited liability company

DDR Perimeter Pointe LLC, a Delaware limited liability company

DDR PR Ventures II LLC, a Delaware limited liability company

DDR Property Management LLC, a Delaware limited liability company

DDR PTC LLC, a Delaware limited liability company

DDR PTC Outparcel LLC, a Delaware limited liability company

DDR Realty Company, a Maryland Real Estate Investment Trust

DDR Retail Real Estate Limited Partnership, an Illinois limited partnership

DDR Sharon Greens LLC, a Delaware limited liability company

DDR Site Work LLC, a Delaware limited liability company

DDR Snellville Holdings LLC, a Delaware limited liability company

DDR Southeast East Hanover, L.L.C., a Delaware limited liability company

DDR Southeast Edgewater, L.L.C., a Delaware limited liability company

DDR Southeast Fountains, L.L.C., a Delaware limited liability company

DDR Southeast Loisdale, L.L.C., a Delaware limited liability company

DDR Southeast Property Management Corp., a Delaware corporation

DDR Southeast Retail Real Estate Manager, L.L.C., a Delaware limited liability company

DDR Southeast Sandy Plains, L.L.C., a Delaware limited liability company

DDR Southeast Short Pump, L.L.C., a Delaware limited liability company

DDR Southeast Snellville, L.L.C., a Delaware limited liability company

DDR Southeast SP Outlot 1, L.L.C., a Delaware limited liability company

DDR Southeast Spring Mall, L.L.C., a Delaware limited liability company

DDR Southeast Windsor, L.L.C., a Delaware limited liability company

DDR Southern Management Corp., a Delaware corporation

DDR Stone Oak Holdings LLC, a Delaware limited liability company

DDR Terrell Holdings LLC, a Delaware limited liability company

DDR TX Holdings LLC, a Delaware limited liability company

DDR Urban LP, a Delaware limited partnership

DDR Urban, Inc, a Delaware corporation

DDR Van Ness, Inc., an Ohio corporation

DDR Waterstone LLC, a Delaware limited liability company

DDR WF Holdings LLC, a Delaware limited liability company

DDR WF Oakland LP, a Delaware limited partnership

DDR Winter Garden LLC, a Delaware limited liability company

DDR/Van Ness Operating Company, L.P., a Delaware limited partnership

DDRA Arrowhead Crossing LLC, a Delaware limited liability company

DDRA Community Centers Eight, L.P., a Delaware limited partnership

-3-

 

DDRA Tanasbourne Town Center LLC, a Delaware limited liability company

DDRC Gateway LLC, a Delaware limited liability company

DDRM Casselberry Commons LLC, a Delaware limited liability company

DDRM Midway Plaza LLC, a Delaware limited liability company

DDRM North Pointe Plaza LLC, a Delaware limited liability company

DDRM Shoppes at New Tampa LLC, a Delaware limited liability company

DDRM Shoppes at Paradise Pointe LLC, a Delaware limited liability company

DDRM Village Square at Golf LLC, a Delaware limited liability company

Developers Diversified Centennial Promenade LP, an Ohio limited partnership

Diversified Construction LLC, a Delaware limited liability company

Dividend Trust Portfolio JV LC, a Delaware limited partnership

Dividend Trust REIT Sub, a Maryland statutory trust

DT Ahwatukee Foothills LLC, a Delaware limited liability company

DT Ashley Crossing LLC, a Delaware limited liability company

DT Brookside LLC, a Delaware limited liability company

DT Commonwealth Center II LLC, a Delaware limited liability company

DT Connecticut Commons LLC, a Delaware limited liability company

DT Independence Commons LLC, a Delaware limited liability company

DT Mezz Borrower 1 LLC, a Delaware limited liability company

DT Mezz Borrower 2 LLC, a Delaware limited liability company

DT NC Holdings LLC, a Delaware limited liability company

DT Poyner Place LP, a Delaware limited partnership

DT Prado LLC, a Delaware limited liability company

DT Route 22 Retail LLC, a Delaware limited liability company

DT University Centre LP, a Delaware limited partnership

DT University Centre Outparcel LP, a Delaware limited partnership

Easton Market Limited Liability Company, a Delaware limited liability company

EMOP LLC, a Delaware limited liability company

Energy Management Development Services LLC, a Delaware limited liability company

GS Brentwood LLC, a Delaware limited liability company

GS Centennial LLC, a Delaware limited liability company

GS DDR LLC, an Ohio limited liability company

Hendon/Atlantic Rim Johns Creek, LLC, a Georgia limited liability company

Historic Van Ness LLC, a California limited liability company

JDN Development Company, Inc., a Delaware Corporation

JDN Development Investment, L.P., a Georgia limited partnership

JDN Development LP LLC, a Delaware limited liability company

JDN Real Estate - Freehold, L.P., a Georgia limited partnership

JDN Real Estate - Hamilton, L.P., a Georgia limited partnership

JDN Real Estate - Lakeland, L.P., a Georgia limited partnership

JDN Realty Corporation, a Maryland corporation

JDN Realty Holdings, L.P., a Georgia limited partnership

JDN Realty Investment, L.P., a Georgia limited partnership

-4-

 

JDN Realty LP LLC, a Delaware limited liability company

Merriam Town Center Ltd., an Ohio limited liability company

National Property Protection Company, a Vermont corporation

PR II Deer Park Town Center LLC, a Delaware limited liability company

Retail Value Investment Program IIIC Limited Partnership, a Delaware limited partnership

Retail Value Investment Program Limited Partnership IIIB, a Delaware limited partnership

SCC Dividend Trust GP LLC, a Delaware limited liability company

SCC Dividend Trust LP LLC, a Delaware limited liability company

SCC DT TRS LLC, a Delaware limited liability company

SCC Emmet Street LLC, a Delaware limited liability company

SCC Freehold Hotel NJ LLC, a Delaware limited liability company

SCC Gibsonton FL LLC, a Delaware limited liability company

SCC Hamilton Marketplace NJ LLC, a Delaware limited liability company

SCC Market Square LLC, a Delaware limited liability company

SCC Meadowmont Village NC LP, a Delaware limited partnership

SCC Nassau Park Pavilion NJ LLC, a Delaware limited liability company

SCC Paradise Village Gateway AZ LLC, a Delaware limited liability company

SCC Parker Keystone LLC, a Delaware limited liability company

SCC Parker Outparcels CO LLC, a Delaware limited liability company

SCC Portland Bridgeport LLC, a Delaware limited liability company

SCC Portland Cosmopolitan LLC, a Delaware limited liability company

SCC Portland Encore LLC, a Delaware limited liability company

SCC Portland Lexis LLC, a Delaware limited liability company

SCC Portland Metropolitan LLC, a Delaware limited liability company

SCC Portland Park Place LLC, a Delaware limited liability company

SCC Portland Pinnacle LLC, a Delaware limited liability company

SCC Portland Riverstone LLC, a Delaware limited liability company

SCC Portland Streetcar Lofts LLC, a Delaware limited liability company

SCC Portland Tanner LLC, a Delaware limited liability company

SCC Presidential OP Unit 34 LLC, a Delaware limited liability company

SCC Shops on Montview LLC, a Delaware limited liability company

SCC Tysons West LLC, a Delaware limited liability company

Site Centers Capital Management LLC,a Delaware limited liability company

 

 

 

 

-5-
EX-23.1 11 sitc-ex23_1.htm EX-23.1 EX-23.1

 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-147270, 333-181442, 333-231319) of SITE Centers Corp. of our report dated February 28, 2025 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 28, 2025

 

 

 
EX-31.1 12 sitc-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David R. Lukes, certify that:

1.
I have reviewed this Annual Report on Form 10-K of SITE Centers Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

February 28, 2025

Date

/s/ David R. Lukes

David R. Lukes

President and Chief Executive Officer

 

 
EX-31.2 13 sitc-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Gerald Morgan, certify that:

1.
I have reviewed this Annual Report on Form 10-K of SITE Centers Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

February 28, 2025

Date

/s/ Gerald R. Morgan

Gerald Morgan

Executive Vice President and Chief Financial Officer

 

 
EX-32.1 14 sitc-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

 

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

 

I, David R. Lukes, President and Chief Executive Officer of SITE Centers Corp. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

(1) The Annual Report on Form 10-K of the Company for the period ended December 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

 

 

 

 

/s/ David R. Lukes

David R. Lukes

President and Chief Executive Officer

February 28, 2025

 
EX-32.2 15 sitc-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

 

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

 

I, Gerald Morgan, Executive Vice President and Chief Financial Officer of SITE Centers Corp. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

(1) The Annual Report on Form 10-K of the Company for the period ended December 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

 

 

 

 

/s/ Gerald R. Morgan

Gerald Morgan

Executive Vice President and Chief Financial Officer

February 28, 2025