AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · High occupancy alongside higher base rents supports location differentiation, but scarcity and superiority versus competing properties are not demonstrated.
durability · 2/4 · Multiyear non-cancelable lease commitments support persistence of revenue. Reletting risk and retail substitution limit evidence of durable economic protection beyond existing contracts.
customer dependency · 2/4 · Occupancy and non-cancelable commitments demonstrate demand and contractual attachment. They do not establish that tenants lack viable replacement locations or distribution channels.
erosion resilience · 2/4 · 2025 occupancy, rents and portfolio NOI indicate resilience despite competition. Existing vacancies and ongoing online substitution constrain a stronger assessment; hypothetical concessions are not treated as realized deterioration.
Pricing power56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · Base minimum rent per square foot increased 4.7% to $60.97 in 2025 while occupancy remained 96.4%. This is strong observed portfolio pricing evidence, although acquisition mix and concessions prevent interpreting it as same-space effective rent growth.
retention · 2/4 · Occupancy of 96.4% versus 96.5% a year earlier, including the disclosed acquisition effect, supports sustained demand indirectly. It does not distinguish retained tenants from replacement leasing or establish a renewal rate.
margin resilience · 2/4 · Expense reimbursements provide contractual cost recovery and portfolio NOI rose 4.7% in 2025. Fixed CAM payments leave some cost exposure, and the supplied evidence does not establish sustained comparable margin protection.
contractual freedom · 2/4 · Non-cancelable fixed consideration protects agreed terms while limiting in-term repricing. Reletting allows negotiation, but allowances, concessions and competitive alternatives constrain bargaining freedom.
Predictability98
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 1.40
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 4.09
Financial strength—
Missing required inputs: currentRatioGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 0.00
- interestCoverageGrade
- 20.52
- Debt / FCF (x)
- 8.88
- Net debt / operating income (x)
- 8.69
- Interest coverage (x)
- 3.26
Capital allocation—
Missing required inputs: sbcRevenue. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 10.60
- 3-year average dilution (%)
- -0.15
- cashConversionGrade
- 87.76
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Actual distributions and buybacks accompanied 2025 real estate FFO growth, and repurchases continued in 2026. Unit-financed acquisitions and investment carrying-value reductions make the record mixed. Acquisition returns, full cash coverage and repurchase value creation are not established.
incentive alignment · 2/4 · Granted LTI awards use FFO conditions and a TSR modifier, and director stock delivery is deferred. These support alignment, but shareholders rejected 2025 say-on-pay and raised concerns about transaction award size. Conditional 2027 vesting is not treated as completed.
execution · 3/4 · Strong demonstrated core-property execution includes maintained occupancy, higher base rents, portfolio NOI growth and real estate FFO per-share growth. This assessment uses operating outcomes indirectly; weaker platform investments and acquisition-driven 2026 revenue growth limit extrapolation.
governance · 2/4 · An 85% independent board, independent committees and required related-party review provide concrete safeguards. Class B director election rights and the failed compensation vote make shareholder accountability mixed. Proposed 2026 meeting resolutions do not establish voting outcomes.
Evidence
Malls and Premium Outlets at 96.4% at year-end (compared to 96.5% at prior year-end) notwithstanding 20 basis point reduction resulting from the addition of the Taubman Realty Group assets ● Increased base minimum rent per square foot to $60.97, an increase of 4.7% year-over-year ● Managed the Company’s Administrative department, including the Human Capital function ● Assisted in integration and cost reduction efforts of portfolio investments and acquisitions SIMON PROPERTY GROUP 2026 Proxy Statement 57 Table of Contents Compensation Discussion and Analysis 2025 LTI Program The Compensation Committee worked, with advice and assistance from Semler Brossy, to create the 2025 LTI Program, which was specifically designed to take into account current business conditions and market factors and also be responsive to shareholder feedback received during our active engagement with stakeholders.
Compensation Discussion and Analysis, page 57; 2025 occupancy and base minimum rent results · Filed 01/04/2026
Minimum fixed lease consideration under non-cancelable tenant operating leases for each of the next five years and thereafter, excluding variable lease consideration, as of December 31, 2025, is as follows: 2026 $ 4,117,405 2027 3,511,090 2028 2,837,923 2029 2,239,100 2030 1,727,389 Thereafter 5,301,894 $ 19,734,801 10.
Notes to Consolidated Financial Statements; minimum non-cancelable tenant lease consideration · Filed 25/02/2026
REAL ESTATE FFO PER DILUTED SHARE DIVIDENDS PER SHARE Portfolio net operating income (“NOI”), which includes NOI from international properties at constant currency, increased 4.7% compared to the prior year.
Proxy Summary; 2025 portfolio NOI growth · Filed 01/04/2026
the quality, location and variety of tenants of our properties;
Business competition discussion; issuer assertion concerning property quality, location and tenant variety · Filed 25/02/2026
Our properties compete with other forms of retailing such as pure online retail websites as well as other types of retail properties such as single user freestanding discounters (Costco, Walmart and Target).
Risk Factors; named competing retail formats · Filed 25/02/2026
Certain of our properties have had vacant space available for prospective tenants, and those properties may continue to experience, and other properties may commence experiencing, such oversupply in the future.
Risk Factors; existing vacant space at certain properties · Filed 25/02/2026
tenants, there may be downward pressure on our rental rates and occupancy levels, and this increased bargaining power may also result in us having to increase our spend on tenant improvements and potentially make other lease modifications in order to attract or retain tenants, any of which, in the aggregate, could materially and adversely affect us.
Risk Factors; potential rent pressure, tenant improvements and lease modifications · Filed 25/02/2026
Also, when leases for our existing properties expire, the premises may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable than the current lease terms.
Risk Factors; reletting terms, allowances and concessions · Filed 25/02/2026
The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based shopping.
Risk Factors; transition of retail market share toward web-based shopping · Filed 25/02/2026
When not reimbursed by the fixed CAM component, CAM expense reimbursements are based on the tenant’s proportionate share of the allocable operating expenses and CAM capital expenditures for the property.
Lease income accounting; proportional expense reimbursement outside fixed CAM · Filed 25/02/2026
Fixed lease income under our operating leases includes fixed minimum lease consideration and fixed CAM reimbursements recorded on a straight-line basis.
Lease income accounting; fixed minimum consideration and fixed CAM reimbursement · Filed 10/08/2026
The Company had another strong year which resulted in real estate FFO per share of $12.73, which was an increase of 4.0% year over year, reflecting $4.812 billion of real estate FFO, from which the Company paid cash dividends on common shares in the aggregate amount of more than $3.2 billion in 2025, in addition to $227 million in share buybacks.
Compensation Discussion and Analysis; real estate FFO growth, dividends and actual 2025 buybacks · Filed 01/04/2026
We recorded a reduction in the carrying value of these investments of $67.6 million, $7.0 million, and nil for the years ended December 31, 2025, 2024, and 2023, respectively.
Equity Instruments and Debt Securities; investment carrying-value reductions · Filed 25/02/2026
On October 31, 2025, we closed on the acquisition of the remaining 12% interest in TRG which we did not previously own in exchange for approximately 5.06 million units in the Operating Partnership.
Acquisition note; remaining TRG interest acquired with Operating Partnership units · Filed 10/08/2026
During the period ended June 30, 2026, Simon purchased 1,485,078 shares at an average price of $192.59 per share under this plan.
Stock Repurchase Program; actual purchases through June 30, 2026 under the new plan · Filed 10/08/2026
decreased income from unconsolidated entities of $55.4 million, or $0.15 per diluted share/unit, the majority of which is due to unfavorable year-over-year operations from other platform investments, partially offset by improved operations and core fundamentals in our other unconsolidated entities,
Management's Discussion and Analysis; unfavorable other platform investment operations · Filed 10/08/2026
Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals), subject to adjustment based upon a TSR modifier, with respect to the FFO performance condition, as defined in the applicable award agreements, are achieved during the applicable three-year measurement period.
2023 LTI Program; FFO and objective performance conditions with TSR modifier · Filed 10/08/2026
Any units determined to be earned LTIP units under the 2023 LTI Program will vest on January 1, 2027.
2023 LTI Program; conditional January 1, 2027 vesting date · Filed 10/08/2026
2025 Say-on-Pay Results: We Listened At the 2025 Annual Meeting on May 14, 2025, our advisory vote on executive compensation received less than a majority of votes cast (127,540,074 for; 140,882,310 against; 849,152 abstentions).
2025 Say-on-Pay Results; executive compensation received less than majority support · Filed 01/04/2026
Understanding Shareholders’ Concern: Relative Magnitude What we heard most clearly is that some shareholders viewed the relative size of the transaction awards associated with the monetization of our investment in Authentic Brands Group (“ABG”) as too large, even though such awards were granted under and in accordance with the terms of our Amended & Restated Other Platform Investment Incentive Program ("A&R OPI Program").
Compensation Discussion and Analysis; shareholder concerns about transaction award magnitude · Filed 01/04/2026
DIRECTOR INDEPENDENCE AND COMPLIANCE DIRECTOR COMPOSITION, TRAINING AND EVALUATION PROCESS ● 100% of Directors elected by vote of common shares are independent and 85% of our Board is independent.
Corporate Governance Highlights; board independence · Filed 01/04/2026
● All standing Board committees are composed entirely of independent directors and each is chaired by an independent director.
Corporate Governance Highlights; independent standing committees · Filed 01/04/2026
1 Elect 13 directors to our Board of Directors, including 2 directors to be elected by the voting trustee who votes the Class B common stock, to serve until the next Annual Meeting of our Shareholders and until their successors are duly elected and qualified 2 Advisory vote to approve the compensation of our Named Executive Officers 3 Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 4 Other business as may properly come before the meeting or any adjournments or postponements of the meeting By Order of the Board of Directors, Steven E.
Annual meeting business; two directors elected through Class B voting trustee · Filed 01/04/2026
Any transaction between us and the Simon family, including property acquisitions, service and property management agreements and retail space leases, must be approved by the Company’s Audit Committee.
Conflict of interest policies; Audit Committee approval of Simon family transactions · Filed 25/02/2026
Once vested, the delivery of the shares of restricted stock (including reinvested dividends) is deferred under our Director Deferred Compensation Plan until the director retires, dies or becomes disabled or otherwise no longer serves as a director.
Director compensation; mandatory deferred delivery of vested restricted stock · Filed 25/02/2026
increased lease income of $261.1 million, or $0.69 per diluted share/unit, of which $189.1 million, or $0.50 per diluted share/unit, relates to our acquisition activity,
Management's Discussion and Analysis; first-quarter 2026 lease income growth and acquisition contribution · Filed 11/05/2026
This acquisition aligns with our strategy of owning high-quality assets, unlocking operational synergies and driving further innovation.
TRG acquisition note; management assertion concerning operational synergies · Filed 10/08/2026
