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☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30,
2025
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
,
OH
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
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
As
of October 31, 2025 the registrant had
52,462,340
shares of common stock, $0.10 par value per share, outstanding.
Investments in and advances to joint ventures, net
29,393
30,431
Cash and cash equivalents
128,234
54,595
Restricted cash
10,084
13,071
Accounts receivable
15,824
25,437
Amounts receivable from Curbline
313
1,771
Other assets, net
33,929
36,285
$
653,955
$
933,602
Liabilities and Equity
Indebtedness
$
248,702
$
301,373
Amounts payable to Curbline
28,666
33,762
Accounts payable and other liabilities
68,301
81,723
Total liabilities
345,669
416,858
Commitments and contingencies
SITE Centers Equity
Common shares, with par value, $
0.10
stated value;
75,000,000
shares authorized;
52,467,187
shares issued at both September 30, 2025 and December 31, 2024
5,247
5,247
Additional paid-in capital
3,981,555
3,981,597
Accumulated distributions in excess of net income
(
3,680,364
)
(
3,473,458
)
Deferred compensation obligation
—
8,041
Accumulated other comprehensive income
2,894
5,472
Less: Common shares in treasury at cost:
22,289
and
282,061
shares at September 30, 2025 and December 31, 2024, respectively
(
1,046
)
(
10,155
)
Total equity
308,286
516,744
$
653,955
$
933,602
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
SITE Centers Corp.
CONSOLIDATED STA
TEMENTS OF OPERATIONS
(unaudited; in thousands, except per share amounts)
Three Months
Ended September 30,
2025
2024
Revenues from operations:
Rental income
$
24,203
$
59,441
Fee and other income
2,897
1,559
27,100
61,000
Rental operation expenses:
Operating and maintenance
5,505
10,537
Real estate taxes
3,895
8,859
Impairment charges
106,570
—
General and administrative
10,295
17,179
Depreciation and amortization
10,768
23,228
137,033
59,803
Other income (expense):
Interest expense
(
3,975
)
(
16,706
)
Interest income
1,411
14,002
Gain on derivative instruments
—
754
Debt extinguishment costs
(
576
)
(
32,559
)
Transaction costs and other expense
(
797
)
(
217
)
(
3,937
)
(
34,726
)
Loss before earnings from discontinued operations, equity method investments
and other items
(
113,870
)
(
33,529
)
Equity in net (loss) income of joint ventures
(
499
)
328
Gain on disposition of real estate, net
108,401
368,139
(Loss) income before tax expense
(
5,968
)
334,938
Tax expense of taxable REIT subsidiary and state franchise and income taxes
(
190
)
(
199
)
(Loss) income from continuing operations
(
6,158
)
334,739
Loss from discontinued operations
—
(
11,786
)
Net (loss) income
$
(
6,158
)
$
322,953
Preferred dividends
—
(
2,789
)
Net (loss) income attributable to common shareholders
$
(
6,158
)
$
320,164
Per share data:
Basic:
(Loss) income from continuing operations
$
(
0.13
)
$
6.31
Loss from discontinued operations
—
(
0.22
)
Total
$
(
0.13
)
$
6.09
Diluted:
(Loss) income from continuing operations
$
(
0.13
)
$
6.29
Loss from discontinued operations
—
(
0.22
)
Total
$
(
0.13
)
$
6.07
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share amounts)
Nine Months
Ended September 30,
2025
2024
Revenues from operations:
Rental income
$
86,315
$
236,703
Fee and other income
16,878
5,864
103,193
242,567
Rental operation expenses:
Operating and maintenance
19,094
39,533
Real estate taxes
13,306
35,749
Impairment charges
106,570
66,600
General and administrative
29,108
45,603
Depreciation and amortization
36,941
88,284
205,019
275,769
Other income (expense):
Interest expense
(
14,854
)
(
53,629
)
Interest income
2,494
29,845
Debt extinguishment costs
(
1,080
)
(
42,822
)
Gain on debt retirement
—
1,037
Loss on derivative instruments
—
(
4,412
)
Transaction costs and other expense
(
2,923
)
(
743
)
(
16,363
)
(
70,724
)
Loss before earnings from discontinued operations, equity method investments
and other items
(
118,189
)
(
103,926
)
Equity in net (loss) income of joint ventures
(
528
)
406
Gain on sale and change in control of interest
—
2,669
Gain on disposition of real estate, net
162,666
633,169
Income before tax expense
43,949
532,318
Tax expense of taxable REIT subsidiary and state franchise and income taxes
(
518
)
(
732
)
Income from continuing operations
43,431
531,586
Income from discontinued operations
—
6,060
Net income
$
43,431
$
537,646
Preferred dividends
—
(
8,367
)
Net income attributable to common shareholders
$
43,431
$
529,279
Per share data:
Basic:
Income from continuing operations
$
0.80
$
9.95
Income from discontinued operations
—
0.12
Total
$
0.80
$
10.07
Diluted:
Income from continuing operations
$
0.80
$
9.91
Income from discontinued operations
—
0.12
Total
$
0.80
$
10.03
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE (LOSS) INCOME
(unaudited; in thousands)
Three Months
Nine Months
Ended September 30,
Ended September 30,
2025
2024
2025
2024
Net (loss) income
$
(
6,158
)
$
322,953
$
43,431
$
537,646
Change in cash flow hedges, net of amount reclassed to earnings
(
1,298
)
(
2,459
)
(
2,578
)
(
8
)
Total other comprehensive loss
(
1,298
)
(
2,459
)
(
2,578
)
(
8
)
Comprehensive (loss) income
$
(
7,456
)
$
320,494
$
40,853
$
537,638
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in thousands)
Common
Shares
Additional
Paid-in
Capital
Accumulated Distributions
in Excess of
Net Income
Deferred
Compensation
Obligation
Accumulated Other Comprehensive Income
Treasury
Stock at
Cost
Total
Balance, December 31, 2024
$
5,247
$
3,981,597
$
(
3,473,458
)
$
8,041
$
5,472
$
(
10,155
)
$
516,744
Stock-based compensation, net
—
(
385
)
—
(
45
)
—
1,113
683
Termination of deferred compensation plan
—
—
—
(
7,996
)
—
7,996
—
Dividends declared-common shares
—
—
(
79,054
)
—
—
—
(
79,054
)
Comprehensive income (loss)
—
—
49,589
—
(
1,280
)
—
48,309
Balance, June 30, 2025
5,247
3,981,212
(
3,502,923
)
—
4,192
(
1,046
)
486,682
Stock-based compensation, net
—
343
—
—
—
—
343
Dividends declared-common shares
—
—
(
171,283
)
—
—
—
(
171,283
)
Comprehensive loss
—
—
(
6,158
)
—
(
1,298
)
—
(
7,456
)
Balance, September 30, 2025
$
5,247
$
3,981,555
$
(
3,680,364
)
$
—
$
2,894
$
(
1,046
)
$
308,286
Preferred Shares
Common
Shares
Additional
Paid-in
Capital
Accumulated Distributions
in Excess of
Net Income
Deferred Compensation Obligation
Accumulated Other Comprehensive Income
Treasury
Stock at
Cost
Total
Balance, December 31, 2023
$
175,000
$
5,359
$
5,990,982
$
(
3,934,736
)
$
5,167
$
6,121
$
(
72,350
)
$
2,175,543
Stock-based compensation, net
—
—
(
1,241
)
—
(
230
)
—
3,214
1,743
Dividends declared-common shares
—
—
—
(
54,753
)
—
—
—
(
54,753
)
Dividends declared-preferred shares
—
—
—
(
5,578
)
—
—
—
(
5,578
)
Comprehensive income
—
—
—
214,693
—
2,451
—
217,144
Balance, June 30, 2024
175,000
5,359
5,989,741
(
3,780,374
)
4,937
8,572
(
69,136
)
2,334,099
Cancellation of treasury stock
—
(
120
)
(
63,900
)
—
—
—
64,020
—
Stock-based compensation, net
—
8
2,064
—
31
—
(
1,981
)
122
Dividends declared-preferred shares
—
—
—
(
2,789
)
—
—
—
(
2,789
)
Comprehensive income (loss)
—
—
—
322,953
—
(
2,459
)
—
320,494
Balance, September 30, 2024
$
175,000
$
5,247
$
5,927,905
$
(
3,460,210
)
$
4,968
$
6,113
$
(
7,097
)
$
2,651,926
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
Nine Months
Ended September 30,
2025
2024
Cash flow from operating activities:
Net income
$
43,431
$
537,646
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization
36,941
117,840
Stock-based compensation
1,044
6,508
Amortization and write-off of debt issuance costs, commitment fees and fair market value of debt adjustments
3,044
46,766
Gain on debt retirement
—
(
1,037
)
Loss on derivative instruments
—
4,412
Equity in net loss (income) of joint ventures
528
(
406
)
Gain on sale and change in control of interests
—
(
2,669
)
Gain on disposition of real estate, net
(
162,666
)
(
633,169
)
Impairment charges
106,570
66,600
Loss on abandoned tenant lease costs
911
—
Assumption of building due to ground lease termination
—
(
2,678
)
Net change in accounts receivable
7,909
6,584
Net change in accounts payable and accrued expenses
(
2,291
)
13,828
Net change in other operating assets and liabilities
(
7,337
)
(
17,026
)
Total adjustments
(
15,347
)
(
394,447
)
Net cash flow provided by operating activities
28,084
143,199
Cash flow from investing activities:
Real estate acquired, net of liabilities and cash assumed
—
(
226,079
)
Real estate developed and improvements to operating real estate
(
9,325
)
(
57,870
)
Proceeds from disposition of real estate
357,546
2,132,733
Equity contributions to joint ventures
(
9
)
(
951
)
Repayment of joint venture advance
—
730
Distributions from unconsolidated joint ventures
500
1,400
Net cash flow provided by investing activities
348,712
1,849,963
Cash flow from financing activities:
Proceeds from mortgage debt
—
530,000
Payment of debt issuance costs
(
6
)
(
11,871
)
Payment of loan commitment fees
—
(
7,712
)
Prepayment of Curbline loan costs
—
(
5,034
)
Repayment of senior notes
—
(
1,305,920
)
Repayment of mortgage debt and term loan
(
55,481
)
(
548,751
)
Payment of debt extinguishment costs
(
228
)
(
8,099
)
Proceeds from terminations of derivatives
—
8,098
Repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan
(
93
)
(
4,774
)
Dividends paid
(
250,336
)
(
124,004
)
Net cash flow used for financing activities
(
306,144
)
(
1,478,067
)
Net increase in cash, cash equivalents and restricted cash
70,652
515,095
Cash, cash equivalents and restricted cash, beginning of period
67,666
569,031
Cash, cash equivalents and restricted cash, end of period
$
138,318
$
1,084,126
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Notes to Condensed Consolid
ated Financial Statements
1.
Nature of Business and Financial Statement Presentation
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.
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”). 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 in the consolidated financial statements for the
three and nine months ended September 30, 2024
.
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.
Unaudited Interim Financial Statements
These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024
.
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 intercompany 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).
Disposition of Real Estate
For the three and nine months ended September 30, 2025, the Company received gross proceeds of $
277.2
million and $
372.5
million, respectively from the sale of
four
and
six
wholly-owned shopping centers resulting in gain on dispositions of $
108.2
million and $
159.7
million, respectively.
In addition, the Company recorded $
8.4
million of other property revenues in conjunction with the resolution of a condemnation proceeding with the State of Florida relating to business damages and compensation for land taken in 2022 at the Shoppes at Paradise Pointe.
For the three and nine months ended September 30, 2024, the Company received gross proceeds of $
1,361.6
million and $
2,245.1
million, respectively, from the sale of
25
and
40
wholly-owned shopping centers and
one
parcel at a wholly-owned shopping center resulting in gain on dispositions of $
368.1
million and $
633.2
million, respectively.
Revision of prior year balances
The consolidated statement of equity for the comparative periods shown for December 31, 2023 to June 30, 2024 and continuing to September 30, 2024, have been revised to correct an immaterial error in the the Company’s previously filed Quarterly Report on
9
Form 10-Q for the quarter ended September 30, 2024 (the “2024 Q3 Report”) related to a misclassification between additional paid-in capital and treasury stock pertaining to the cancellation of shares of the Company’s treasury stock that took place in August 2024. In the 2024 Q3 Report, the Company had reflected the retroactive impact of canceling shares of the Company’s treasury stock and should have shown the cancellation of shares of the Company’s treasury stock as occurring within the third quarter of 2024. The revised presentation reflects the correction of this error. This error had no impact on the Company’s previously reported total assets, total liabilities, total equity, net income, earnings per share or cash flows.
The table below shows the previously reported balances in the 2024 Q3 Report and revised balances shown within this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as of the following dates within the consolidated statements of equity for the three and nine months ended September 30, 2024 that were impacted (in thousands):
Common Shares
Additional Paid-in Capital
Treasury Stock at Cost
As reported
As revised
As reported
As revised
As reported
As revised
3Q 24
Adjusted
3Q 24
3Q 24
Adjusted
3Q 24
3Q 24
Adjusted
3Q 24
December 31, 2023
$
5,239
$
120
$
5,359
$
5,923,919
$
67,063
$
5,990,982
$
(
5,167
)
$
(
67,183
)
$
(
72,350
)
June 30, 2024
5,239
120
5,359
5,925,662
64,079
5,989,741
(
4,937
)
(
64,199
)
(
69,136
)
In addition, a new line is presented in the consolidated statements of equity for the three and nine months ended September 30, 2024, reflecting the cancellation of shares of treasury stock impacting the following components of equity (in thousands):
Common Shares
Additional Paid-in Capital
Treasury Stock at Cost
Cancellation of treasury stock
$
(
120
)
$
(
63,900
)
$
64,020
Reclassifications
Certain prior period amounts reported have been reclassified to conform with current year presentation.
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):
Nine Months
Ended September 30,
2025
2024
Dividends declared, but not paid
$
—
$
2.8
Accounts payable related to construction in progress
0.9
2.8
Assumption of buildings due to ground lease terminations
—
2.7
Segments
The Compan
y 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 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.
Recently Issued Accounting Standards
Income Taxes.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 which enhances income tax disclosure requirements in accordance with FASB Accounting Standards Codification (“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 the new disclosure necessary prior to implementation. Other than additional disclosure,
10
the adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations.
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.
Investments in and Advances to Joint Ventures, net
At both September 30, 2025 and December 31, 2024, the Company had ownership interests in various unconsolidated joint ventures that had investments in
11
shopping center properties.
Condensed combined financial information of the Company’s unconsolidated joint ventures is as follows (in thousands):
September 30, 2025
December 31, 2024
Condensed Combined Balance Sheets
Land
$
159,567
$
159,567
Buildings
497,011
494,062
Fixtures and tenant improvements
67,710
64,022
724,288
717,651
Less: Accumulated depreciation
(
184,957
)
(
169,726
)
539,331
547,925
Construction in progress and land
15
352
Real estate, net
539,346
548,277
Cash and restricted cash
33,950
25,750
Receivables, net
9,279
9,660
Other assets, net
9,850
12,519
$
592,425
$
596,206
Mortgage debt
$
428,656
$
426,462
Notes and accrued interest payable to the Company
1,999
1,894
Other liabilities
30,344
32,533
460,999
460,889
Accumulated equity
131,426
135,317
$
592,425
$
596,206
Company's share of accumulated equity
$
25,039
$
26,016
Basis differentials
2,355
2,521
Amounts payable to the Company
1,999
1,894
Investments in and advances to joint ventures, net
$
29,393
$
30,431
Three Months
Nine Months
Ended September 30,
Ended September 30,
2025
2024
2025
2024
Condensed Combined Statements of Operations
Revenues from operations
$
19,545
$
19,364
$
61,099
$
62,667
Expenses from operations:
Operating expenses
4,824
4,846
14,910
16,320
Depreciation and amortization
6,826
6,383
19,210
20,313
Interest expense
8,152
7,751
24,240
23,924
Other expense, net
1,382
1,367
4,164
5,311
21,184
20,347
62,524
65,868
Loss before gain on disposition of real estate
(
1,639
)
(
983
)
(
1,425
)
(
3,201
)
Gain on disposition of real estate, net
—
1,968
1
10,365
Net (loss) income attributable to unconsolidated joint ventures
$
(
1,639
)
$
985
$
(
1,424
)
$
7,164
Company's share of equity in net income (loss) of joint ventures
$
(
483
)
$
338
$
(
481
)
$
(
885
)
Basis differential adjustments
(A)
(
16
)
(
10
)
(
47
)
1,291
Equity in net (loss) income of joint ventures
$
(
499
)
$
328
$
(
528
)
$
406
11
(A) The difference between the Company’s share of net (loss) 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.
Revenues earned by the Company for providing asset management, property management and leasing and development services to all of the Company’s unconsolidated joint ventures were $
1.2
million and $
3.6
million and $
1.3
million and $
4.1
million for the three and nine months ended September 30, 2025 and 2024
, respectively.
3.
Other Assets and Intangibles, net
Other assets and intangibles consist of the following (in thousands):
September 30, 2025
Asset
Accumulated Amortization
Net
Intangible assets, net:
In-place leases
$
28,130
$
(
21,308
)
$
6,822
Above-market leases
2,075
(
1,793
)
282
Lease origination costs
3,231
(
2,537
)
694
Tenant relationships
12,489
(
9,690
)
2,799
Total intangible assets, net
45,925
(
35,328
)
10,597
Operating lease ROU assets
14,986
Other assets:
Prepaid expenses
5,312
Other assets
1,228
Deposits
1,806
Total other assets, net
$
33,929
Liability
Accumulated Amortization
Net
Below-market leases
$
9,144
$
(
2,695
)
$
6,449
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
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
$
16,034
$
(
6,728
)
$
9,306
Amortization for the
three and nine months ended September 30, 2025 and 2024 related to the Company’s intangibles was as follows (in thousands):
Period
Income
Expense
Three months ended September 30, 2025
$
123
$
598
Three months ended September 30, 2024
488
1,701
Nine months ended September 30, 2025
429
2,070
Nine months ended September 30, 2024
1,270
6,582
12
4.
Leases
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 three and nine months ended September 30, 2025 and 2024, was as follows (in thousands):
Three Months
Nine Months
Ended September 30,
Ended September 30,
2025
2024
2025
2024
Rental income:
Fixed lease income
(A)
$
17,869
$
42,711
$
63,165
$
170,393
Variable lease income
(B)
6,058
16,114
22,448
64,448
Above-market and below-market leases amortization, net
123
488
429
1,270
Adjustments for potentially uncollectible revenues and disputed amounts
(C)
153
128
273
592
Total rental income
$
24,203
$
59,441
$
86,315
$
236,703
(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 potential uncollectible revenues and disputed amounts.
5.
Indebtedness
The following table discloses certain information regarding the Company’s secured indebtedness (in thousands):
Carrying Value at
Interest Rate
(A)
at
September 30, 2025
December 31, 2024
September 30, 2025
December 31, 2024
Maturity Date
Mortgage Indebtedness
–
Fixed Rate
$
98,656
$
99,862
6.7
%
6.7
%
November 2028
Mortgage Indebtedness
–
Variable Rate
152,625
206,900
6.9
%
7.1
%
September 2026
Net unamortized debt issuance costs
(
2,579
)
(
5,389
)
Total indebtedness
$
248,702
$
301,373
(A)
The interest rate on variable-rate debt was calculated using the base rate and spread effective at the end of each reporting period.
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. As of September 30, 2025, the outstanding balance was $
152.6
million and
10
properties continued to serve as collateral for the Mortgage Facility. The Company is required to comply with certain covenants under the Mortgage Facility relating to net worth and liquidity. The Company was in compliance with these financial covenants at September 30, 2025. For the three and nine months ended September 30, 2025, the Company recorded debt extinguishment costs of $
0.6
millio
n and $
1.1
million, respectively.
6.
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.
Debt
The following methods and assumptions were used by the Company in estimating fair value disclosures of debt. The fair market value for 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 nonperformance risk and loan to value. The Company’s debt is classified as Level 3 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.
13
Carrying values that are different from estimated fair values are summarized as follows (in thousands):
September 30, 2025
December 31, 2024
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Mortgage indebtedness
$
248,702
$
254,808
$
301,373
$
309,228
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 a term loan agreement 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 2024, in conjunction with the repayment of the term loan agreement, 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 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 is reclassified into interest expense in the period that the hedged forecasted transaction is probable of affecting earnings.
All components of the swap were included in the assessment of hedge effectiveness. The Company expects to reflect a decrease to interest expense (and a corresponding increase to earnings) of approximately $
1.7
millio
n within the next 12 months.
7.
Other Comprehensive Income
The changes in Accumulated Other Comprehensive Income by component are as follows (in thousands):
2025
Balance, December 31, 2024
$
5,472
Change in cash flow hedges
(
19
)
Amounts reclassified from accumulated other comprehensive income
to interest expense
(
2,559
)
Balance, September 30, 2025
(A)
$
2,894
(A) Includes derivative financial instruments entered into by the Company on its term loan and by an unconsolidated joint venture.
14
8.
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 the three and nine months ended September 30, 2024
.
The operating results related to the Curbline properties were as follows (in thousands):
Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
Revenue from operations:
Rental income
$
29,576
$
85,386
Other income
187
572
29,763
85,958
Rental operation expenses:
Operating and maintenance
3,541
9,532
Real estate taxes
3,311
9,307
General and administrative
39
208
Depreciation and amortization
11,023
29,556
17,914
48,603
Other income (expense):
Interest expense
—
(
416
)
Transaction costs and other expense
(
23,635
)
(
30,879
)
(
23,635
)
(
31,295
)
Net (loss) income attributable to discontinued operations
$
(
11,786
)
$
6,060
The following table summarizes non-cash flow data related to discontinued operations (in millions):
Nine Months Ended September 30, 2024
Accounts payable related to construction in progress
$
1.4
Assumption of buildings due to ground lease terminations
2.7
Recognition of below-market ground leases
13.7
For the nine months ended September 30, 2024, capital expenditures included in discontinued operations was $
234.7
million.
9.
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, Curbline Properties LP (the “Operating Partnership”) and Curbline Properties after the spin-off, 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 spin-off, 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 Separation and Distribution Agreement contains obligations for the Company to complete certain redevelopment projects at properties that are owned by Curbline Properties. As of September 30, 2025, such redevelopment projects were estimated to cost $
28.4
million to complete, which is recorded in Amounts payable to Curbline in the Company’s consolidated balance sheets.
In October 2024, consistent with the contractual obligations set forth in the Separation and Distribution Agreement, the Company entered into a lease agreement with Curbline pursuant to which the Company agreed to lease a portion of a property owned by Curbline in Miami, Florida for one year beginning on April 1, 2025. SITE Centers agreed to pay annual rent of $
0.8
million along with a proportionate share of real estate tax expense. The first payment was made by SITE Centers in April 2025 and is reflected in General and administrative expense.
15
Shared Services Agreement
The fair value of the services provided by the Company to Curbline Properties in excess of the fees and the fair value of the services received by the Company from Curbline Properties is reflected as $
0.8
million and $
2.0
million of additional fee income within Fee and other income and $
0.8
million and $
2.0
million of expense within Other income (expense), net, in the Company’s consolidated statements of operations for the three and nine months ended September 30, 2025, respectively.
The Shared Services Agreement provides Curbline Properties the right to use the Company’s office space in New York, 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 of $
0.4
million and $
1.2
million is included in Rental income on the Company’s consolidated statements of operations for the three and nine months ended September 30, 2025, respectively.
Summary
For the three and nine months ended September 30, 2025, the Company recorded in Fee and other income on the Company’s consolidated statements of operations a cash fee of $
0.9
million and $
2.4
million,
respectively, which represents
2
% of Curbline’s gross revenue and $
0.8
million and $
2.0
million for the incremental fair value of services provided to Curbline offset by an embedded lease charge of $
0.4
million and $
1.2
million, respectively. Amounts payable to Curbline and amounts receivable from Curbline as of September 30, 2025, under the agreements described above, aggregated $
28.7
million (including obligations to complete certain redevelopment projects at properties owned by Curbline) and $
0.3
million, respectively.
10.
Earnings Per Share
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.
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):
Three Months
Nine Months
Ended September 30,
Ended September 30,
2025
2024
2025
2024
Numerators
–
Basic and Diluted
Continuing Operations:
Net (loss) income
$
(
6,158
)
$
334,739
$
43,431
$
531,586
Preferred dividends
—
(
2,789
)
—
(
8,367
)
Earnings attributable to unvested shares
(
836
)
(
1,171
)
(
1,223
)
(
2,005
)
Net (loss) income attributable to common shareholders after
allocation to participating securities
(
6,994
)
330,779
42,208
521,214
Discontinued Operations:
Income (loss) from discontinued operations
—
(
11,786
)
—
6,060
Total
$
(
6,994
)
$
318,993
$
42,208
$
527,274
Denominators
–
Number of Shares
Basic
—
Average shares outstanding
52,445
52,400
52,442
52,381
Assumed conversion of dilutive securities—PRSUs
—
153
—
177
Diluted
—
Average shares outstanding
52,445
52,553
52,442
52,558
Earnings Per Share:
Basic
From continuing operations
$
(
0.13
)
$
6.31
$
0.80
$
9.95
From discontinued operations
—
(
0.22
)
—
0.12
Total
$
(
0.13
)
$
6.09
$
0.80
$
10.07
Diluted
From continuing operations
$
(
0.13
)
$
6.29
$
0.80
$
9.91
From discontinued operations
—
(
0.22
)
—
0.12
Total
$
(
0.13
)
$
6.07
$
0.80
$
10.03
16
For the three and nine months ended September 30, 2024, Performance Restricted Stock Units (“PRSUs”) issued to certain executives in March 2024, March 2023 and March 2022 were considered in the computation of diluted EPS. In March 2024, the Company issued
178,527
common shares in settlement of PRSUs granted in 2021. Basic average shares outstanding do not include Restricted Stock Units (“RSUs”) representing
0.3
million common shares that were not vested at September 30, 2025. Dividend equivalents are paid on the outstanding RSUs, which makes these shares participating securities.
Common Share Dividends
The Company declared special cash dividends of $
3.25
and $
4.75
per common share for the three and nine months ended September 30, 2025, respectively.
The Company declared cash dividends of $
1.04
per common share for the nine months ended September 30, 2024
.
11.
Impairment Charges
For the three and nine months ended September 30, 2025 and the nine months ended September 30, 2024, the Company recorded impairment charges aggregating $
106.6
million and $
66.6
million, respectively, based on the difference between the carrying value of the assets and the estimated fair market value. The impairment charges recorded were triggered
by a change in the hold period assumptions.
Items Measured at Fair Value
The Company is required to assess the fair value of certain impaired consolidated investments. The valuation of impaired real estate assets is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each asset, as well as the income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations and 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 considers multiple valuation techniques when measuring fair value of an investment. However, in certain circumstances, a single valuation technique may be appropriate.
These valuations are calculated based on market conditions and assumptions made by management at the time the valuation adjustments and impairments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.
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 for the
three and nine months ended September 30, 2025. 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
September 30, 2025
Long-lived assets held and used
$
—
$
—
$
169.1
$
169.1
$
106.6
The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value (dollars in millions):
Quantitative Information About Level 3 Fair Value Measurements
Fair Value at
Valuation
Description
September 30, 2025
Technique
Unobservable Inputs
Range
Impairment of consolidated assets
$
18.0
Indicative Bid
Indicative Bid
(A)
N/A
32.4
Discounted Cash Flow
Discount Rate
13.9
%
Terminal Capitalization Rate
8.5
%
118.7
Income Capitalization Approach
Market Capitalization Rate
(B)
8.0
%-
12.5
%
(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.
17
(B)
Weighted-average rate of
9.0
%.
12.
Subsequent Events
In November 2025, the Company sold
one
property (Parker Pavilions, Parker, Colorado) for an aggregate gross sales price of approximately $
8.4
million, of which approximately $
6.1
million was utilized to repay indebtedness.
On
October 21, 2025
, the Company announced a special cash dividend of $
1.00
per common share payable on
November 14, 2025
.
18
Item 2.
Management’s Discussion and Analysis o
f Financial Condition and Results of OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the financial condition, results of operations and liquidity of SITE Centers Corp. and its consolidated subsidiaries (collectively, the “Company” or “SITE Centers”) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2024, as well as other publicly available information.
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 September 30, 2025, the Company’s portfolio consisted of 27 shopping centers (including 11 shopping centers owned through unconsolidated joint ventures). At September 30, 2025, the Company owned approximately 7.2 million square feet of gross leasable area (“GLA”) through all its shopping center properties (wholly-owned and joint venture). In addition, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, a portion of which currently serves as the Company’s headquarters.
On October 1, 2024, the Company completed the spin-off of Curbline Properties Corp. (“Curbline” or “Curbline Properties”), pursuant to which the Company contributed 79 convenience properties, $800 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline Properties. The spin-off was effected pursuant to the Separation and Distribution Agreement, dated as of October 1, 2024, among the Company, Curbline, and Curbline Properties LP, a subsidiary of Curbline (the “Operating Partnership”). To govern certain ongoing relationships between the Company, Curbline and the Operating Partnership, the Company entered into a Tax Matters Agreement, an Employee Matters Agreement, a Shared Services Agreement and other agreements. 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 the three and nine months ended September 30, 2024. Except as otherwise noted, operating statistics cited in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2024 have been adjusted to exclude discontinued operations and properties sold during the year ended December 31, 2024.
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):
Three Months
Nine Months
Ended September 30,
Ended September 30,
2025
2024
2025
2024
Net (loss) income attributable to common shareholders
$
(6,158
)
$
320,164
$
43,431
$
529,279
FFO attributable to common shareholders
$
3,639
$
(13,495
)
$
26,598
$
78,614
Operating FFO attributable to common shareholders
$
5,643
$
42,753
$
22,272
$
158,438
Earnings per share
–
Diluted
$
(0.13
)
$
6.07
$
0.80
$
10.03
For the nine months ended September 30, 2025, the decrease in net income, as compared to the prior-year period, primarily was the result of an increase in impairment charges, lower gains from dispositions of real estate recognized in 2025 as compared to the prior-year period, a decrease in rental income due to net property dispositions and the Curbline spin-off in 2024 and a decrease in interest income, partially offset by a decrease in the write-off of fees related to a mortgage financing commitment, Curbline transaction costs, interest expense, preferred dividend expense and an increase in fee and other income.
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 a $530.0 million mortgage loan (the “Mortgage Facility”), redeeming and/or repaying all of the Company’s outstanding unsecured indebtedness and preferred shares. As of November 5, 2025, the Company had generated approximately $380.9 million of additional gross proceeds from the sale of seven shopping centers during 2025, of which approximately $60.4 million was used to repay indebtedness outstanding under the Mortgage Facility. As of November 5, 2025, the Company had also entered into agreements to sell five properties for an aggregate sales price of approximately $292.1 million (subject to adjustment for certain closing pro-rations, allocations, credits and closing costs and prior to the required repayment of approximately $160.8 million of related mortgage indebtedness and payment of an estimated make-whole premium of approximately $7.3 million) for which the buyers’ general due diligence periods had expired. These transactions are expected to close in the fourth quarter of 2025. The
19
Company is also in various stages of marketing or contract negotiations for the sale of several other properties, 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 uncertain capital markets and economic conditions.
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 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. The Company generally expects to use proceeds from any additional asset sales to fund operations, repay outstanding indebtedness where applicable and make distributions to shareholders.
The Company expects that rental income and net operating income will decrease in future periods as compared to corresponding prior year periods as a result of the spin-off of Curbline, the significant volume of dispositions completed in 2024 and 2025 and the impact of tenant bankruptcies. 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 Investment Highlights
Transaction and investment highlights through November 5, 2025 include the following:
•
Sold seven wholly-owned shopping centers for an aggregate sales price of $380.9 million, of which approximately $60.4 million was utilized to repay indebtedness;
•
Declared special cash dividends of $1.50 and $3.25 per common share on June 17, 2025 and August 1, 2025 which were paid on July 15, 2025 and August 29, 2025, respectively, and
•
Announced a special cash dividend of $1.00 per common share on October 21, 2025 to be paid on November 14, 2025.
Operational Accomplishments
Operational highlights for the Company through September 30, 2025, include the following (excluding discontinued operations and properties sold in 2024):
•
Leased approximately 457,000 square feet of GLA, including 15 new leases and 53 renewals all on a pro-rata basis. As of September 30, 2025, the Company has addressed substantially all of its remaining 2025 lease expirations.
•
For the comparable leases executed in the nine months ended September 30, 2025, the Company generated cash lease spreads on a pro rata basis of (17.6)% for three new leases (9,347 square feet of GLA) and 2.2% for 53 renewals. Leasing spreads are a key metric in real estate, representing the percentage increase of rental rates on new and renewal leases over rental rates on existing leases, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity. The Company’s cash lease spreads 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;
•
Total portfolio average annualized base rent per square foot was $19.62 at September 30, 2025, as compared to $19.64 at December 31, 2024 and $19.60 at September 30, 2024, all on a pro rata basis;
•
The aggregate occupancy of the Company’s operating shopping center portfolio was 86.7% at September 30, 2025, as compared to 90.6% at December 31, 2024 and 89.8% at September 30, 2024, all on a pro rata basis and
•
For new leases executed in the nine months ended September 30, 2025, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $6.32 per rentable square foot, on a pro rata basis, over the lease term, as compared to $6.85 per rentable square foot for the full year of 2024. The Company generally does not expend a significant amount of capital on lease renewals.
The comparability of year-over-year and period-over-period operating metrics has been increasingly impacted by the level and composition of the Company’s disposition activities and the reduced size of the Company’s portfolio.
20
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. Consolidated shopping center properties owned as of January 1, 2024, are referred to herein as the “Comparable Portfolio Properties.”
Revenues from Operations (in thousands)
Three Months
Ended September 30,
2025
2024
$ Change
Rental income
(A)
$
24,203
$
59,441
$
(35,238
)
Fee and other income
(B)
2,897
1,559
1,338
Total revenues
$
27,100
$
61,000
$
(33,900
)
Nine Months
Ended September 30,
2025
2024
$ Change
Rental income
(A)
$
86,315
$
236,703
$
(150,388
)
Fee and other income
(B)
16,878
5,864
11,014
Total revenues
$
103,193
$
242,567
$
(139,374
)
(A)
The following tables summarize the key components of the rental income (in thousands):
Three Months
Ended September 30,
Contractual Lease Payments
2025
2024
$ Change
Base and percentage rental income
$
17,784
$
43,141
$
(25,357
)
Recoveries from tenants
5,928
15,409
(9,481
)
Uncollectible revenue
153
128
25
Lease termination fees, ancillary and other rental income
338
763
(425
)
Total contractual lease payments
$
24,203
$
59,441
$
(35,238
)
Nine Months
Ended September 30,
Contractual Lease Payments
2025
2024
$ Change
Base and percentage rental income
(1)
$
62,684
$
170,008
$
(107,324
)
Recoveries from tenants
(2)
22,230
61,959
(39,729
)
Uncollectible revenue
273
592
(319
)
Lease termination fees, ancillary and other rental income
(3)
1,128
4,144
(3,016
)
Total contractual lease payments
$
86,315
$
236,703
$
(150,388
)
(1)
The changes in base and percentage rental income for the nine months ended September 30, 2025, were due to the following (in millions):
Increase (Decrease)
Acquisition of shopping centers
$
0.7
Comparable Portfolio Properties
0.3
Disposition of shopping centers
(106.6
)
Straight-line rents
(1.7
)
Total
$
(107.3
)
At September 30, 2025 and 2024, the Company owned 16 and 22 wholly-owned shopping center properties, respectively, with an aggregate occupancy rate of 86.0% and 89.7%, respectively, and average annualized base rent per occupied square foot of $19.80 and $19.78, respectively. The decrease in occupancy rate was primarily due to transactional activity.
21
(2)
Recoveries from tenants were approximately 68.6% and 82.3% of operating expenses and real estate taxes for the nine months ended September 30, 2025 and 2024, respectively. The decrease in the recovery percentage primarily was due to transactional activity and the remaining mix of properties.
(3)
The decrease in Lease termination fees, ancillary and other rental income is primarily due to asset sales and lease termination fees for the nine months ended September 30, 2024 of $1.3 million.
(B)
For the nine months ended September 30, 2025, Fee and other income included $8.4 million of other property revenues in conjunction with the resolution of a condemnation proceeding with the State of Florida relating to business damages and compensation for land taken in 2022 at the Shoppes at Paradise Pointe. Otherwise, Fee and other income was primarily earned from the Company’s unconsolidated joint ventures and Curbline Properties. Changes in the number of assets under management will impact the amount of revenue recorded in future periods. The Company or its joint venture partners may also elect to terminate their joint venture arrangements in connection with a change in investment strategy or otherwise.
Expenses from Operations (in thousands)
Three Months
Ended September 30,
2025
2024
$ Change
Operating and maintenance
$
5,505
$
10,537
$
(5,032
)
Real estate taxes
3,895
8,859
(4,964
)
Impairment charges
106,570
—
106,570
General and administrative
10,295
17,179
(6,884
)
Depreciation and amortization
10,768
23,228
(12,460
)
$
137,033
$
59,803
$
77,230
Nine Months
Ended September 30,
2025
2024
$ Change
Operating and maintenance
(A)
$
19,094
$
39,533
$
(20,439
)
Real estate taxes
(A)
13,306
35,749
(22,443
)
Impairment charges
(B)
106,570
66,600
39,970
General and administrative
(C)
29,108
45,603
(16,495
)
Depreciation and amortization
(A)
36,941
88,284
(51,343
)
$
205,019
$
275,769
$
(70,750
)
(A)
The changes for the nine months ended September 30, 2025, were due to the following (in millions):
Operating
and
Maintenance
Real Estate
Taxes
Depreciation
and
Amortization
Acquisition of shopping centers
$
0.2
$
0.2
$
0.3
Comparable Portfolio Properties
(0.3
)
0.2
(3.0
)
Disposition of shopping centers
(20.3
)
(22.8
)
(48.6
)
$
(20.4
)
$
(22.4
)
$
(51.3
)
(B)
The Company recorded impairment charges in the current and prior year triggered by a change in the hold period assumptions.
(C)
The decrease in General and administrative expenses for the nine months ended September 30, 2025 is primarily due to the transfer of some of the Company’s employees to Curbline at the time of the spin-off.
22
Other Income and Expenses (in thousands)
Three Months
Ended September 30,
2025
2024
$ Change
Interest expense
$
(3,975
)
$
(16,706
)
$
12,731
Interest income
1,411
14,002
(12,591
)
Gain on derivative instruments
—
754
(754
)
Debt extinguishment costs
(576
)
(32,559
)
31,983
Transaction costs and other expense
(797
)
(217
)
(580
)
$
(3,937
)
$
(34,726
)
$
30,789
Nine Months
Ended September 30,
2025
2024
$ Change
Interest expense
(A)
$
(14,854
)
$
(53,629
)
$
38,775
Interest income
(B)
2,494
29,845
(27,351
)
Debt extinguishment costs
(C)
(1,080
)
(42,822
)
41,742
Gain on debt retirement
(D)
—
1,037
(1,037
)
Loss on derivative instruments
(E)
—
(4,412
)
4,412
Transaction costs and other expense
(F)
(2,923
)
(743
)
(2,180
)
$
(16,363
)
$
(70,724
)
$
54,361
(A)
The weighted-average debt outstanding and related weighted-average interest rate are as follows:
Nine Months
Ended September 30,
2025
2024
Weighted-average debt outstanding (in billions)
$
0.3
$
1.3
Weighted-average interest rate
6.1
%
5.2
%
In 2024, the Company simplified its debt structure. As of September 30, 2025, 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 $251.3 million and a weighted average interest rate (based on contractual rates and excluding amortization of debt issuance costs) of 6.8% at September 30, 2025. At September 30, 2025, the weighted-average maturity (without extensions) was 1.8 years.
(B)
Related to excess cash primarily as a result of sale proceeds maintained in money market accounts.
(C)
In 2025, consisted of write-offs of loan costs and payments of debt extinguishment costs due the release of sold properties from the Mortgage Facility of $1.1 million. In 2024, primarily related to write-offs of loan costs and commitment fees and payment of debt extinguishment costs due to the termination of a mortgage financing commitment ($21.2 million), a revolving credit facility ($3.9 million), redemption of certain senior unsecured notes ($6.7 million), pay-off of a term loan ($0.9 million) and the release of properties from the Mortgage Facility ($10.1 million).
(D)
Related to the prior year repurchase of senior unsecured notes due in 2025, 2026 and 2027 for total cash consideration, including expenses, of $87.1 million and fair value discount write-off.
(E)
In 2024, derivative mark-to-market impact related to the partial hedge on the potential interest rate impact to yield maintenance premiums on outstanding senior unsecured notes. The hedge was terminated in conjunction with the redemption of certain senior unsecured notes and the Company received a cash payment of $1.3 million during the three months ended September 30, 2024.
(F)
In 2025, primarily consists of an adjustment to reflect the fair value of services provided to Curbline relative to the fees and fair value of the services received from Curbline under the Shared Services Agreement.
23
Other Items (in thousands)
Three Months
Ended September 30,
2025
2024
$ Change
Equity in net (loss) income of joint ventures
$
(499
)
$
328
$
(827
)
Gain on disposition of real estate, net
108,401
368,139
(259,738
)
Tax expense of taxable REIT subsidiary and state franchise and
income taxes
(190
)
(199
)
9
Loss from discontinued operations
—
(11,786
)
11,786
Nine Months
Ended September 30,
2025
2024
$ Change
Equity in net (loss) income of joint ventures
(A)
$
(528
)
$
406
$
(934
)
Gain on sale and change in control of interest
(B)
—
2,669
(2,669
)
Gain on disposition of real estate, net
(C)
162,666
633,169
(470,503
)
Tax expense of taxable REIT subsidiary and state franchise and
income taxes
(518
)
(732
)
214
Income from discontinued operations
(D)
—
6,060
(6,060
)
(A)
The reduction in Equity in net (loss) income of joint ventures is the result of the gains recognized in 2024 from joint venture property sales and an increase in interest expense in 2025. During the nine months ended September 30, 2024, the DDRM Properties Joint Venture sold one shopping center for $36.5 million ($7.3 million at the Company’s share) in addition to selling its remaining asset to the Company for $44.2 million ($35.4 million at the Company’s share), for which the Company recorded a Gain on sale and change in control of interest. At both September 30, 2025 and 2024, the Company had an economic investment in unconsolidated joint ventures which owned 11 shopping center properties. Joint venture property sales or the termination of joint venture arrangements could significantly impact the amount of income or loss recognized in future periods, and the amount of proceeds allocated to the Company from the conclusion of the Company’s joint venture relationships may vary based on joint venture return calculations and promoted structures.
(B)
In May 2024, the Company acquired its partner’s 80% interest in one asset previously owned by the 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.
(C)
The Company sold six wholly-owned shopping centers in 2025 and sold 40 wholly-owned shopping centers and one parcel at a wholly-owned shopping center in 2024. See “— Sources and Uses of Capital”.
(D)
The spin-off of the convenience properties to Curbline on October 1, 2024, represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected as discontinued operations in the consolidated financial statements on a retrospective basis.
Net Income (in thousands)
Three Months
Ended September 30,
2025
2024
$ Change
Net (loss) income attributable to common shareholders
$
(6,158
)
$
320,164
$
(326,322
)
Nine Months
Ended September 30,
2025
2024
$ Change
Net income attributable to common shareholders
$
43,431
$
529,279
$
(485,848
)
The decrease in net income, as compared to the prior-year period, primarily was the result of an increase in impairment charges, lower gains from dispositions of real estate recognized in 2025 as compared to the prior-year period, a decrease in rental income due to net property dispositions and the Curbline spin-off in 2024 and a decrease in interest income, partially offset by a decrease in the write-off of fees related to a mortgage financing commitment, Curbline transaction costs, interest expense, preferred dividend expense and an increase in fee and other income.
24
NON-GAAP FINANCIAL MEASURES
Funds from Operations and Operating Funds from Operations
Definition and Basis of Presentation
The Company believes that Funds from Operations (“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, and equity income (loss) from joint ventures and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures determined on a consistent basis. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts ("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 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. 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
25
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):
Three Months
Ended September 30,
2025
2024
$ Change
FFO attributable to common shareholders
$
3,639
$
(13,495
)
$
17,134
Operating FFO attributable to common shareholders
5,643
42,753
(37,110
)
Nine Months
Ended September 30,
2025
2024
$ Change
FFO attributable to common shareholders
$
26,598
$
78,614
$
(52,016
)
Operating FFO attributable to common shareholders
22,272
158,438
(136,166
)
The decrease in FFO for the nine months ended September 30, 2025, as compared to the prior-year period, was primarily attributable to lower NOI as a result of property dispositions and the spin-off of Curbline Properties and lower interest income, partially offset by increased fee and other income, decreased interest expense and preferred dividend expense and decreased debt related charges. The decrease in Operating FFO was primarily due to the spin-off of Curbline Properties, lower NOI as a result of property dispositions and lower interest income, partially offset by decreased interest expense, no preferred dividend expense and decreased debt related charges.
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:
Three Months
Nine Months
Ended September 30,
Ended September 30,
2025
2024
2025
2024
Net (loss) income attributable to common shareholders
$
(6,158
)
$
320,164
$
43,431
$
529,279
Depreciation and amortization of real estate investments
9,716
22,230
34,184
84,720
Equity in net income (loss) of joint ventures
499
(328
)
528
(406
)
Joint ventures’ FFO
(A)
1,413
1,555
4,551
4,703
Discontinued operations’ depreciation
—
11,023
—
29,556
Impairment of real estate
106,570
—
106,570
66,600
Gain on sale and change in control of interests
—
—
—
(2,669
)
Gain on disposition of real estate, net
(108,401
)
(368,139
)
(162,666
)
(633,169
)
FFO attributable to common shareholders
3,639
(13,495
)
26,598
78,614
Gain on debt retirement
—
—
—
(1,037
)
Discontinued operations’ transaction and other costs
—
23,628
—
30,850
Debt extinguishment, transaction and other (at SITE Centers’ share)
(B)
642
32,025
2,016
48,191
Condemnation revenue
—
—
(8,379
)
—
Separation and other charges
1,362
595
2,037
1,820
Non-operating items, net
2,004
56,248
(4,326
)
79,824
Operating FFO attributable to common shareholders
$
5,643
$
42,753
$
22,272
$
158,438
26
(A) At September 30, 2025 and 2024, the Company had an economic investment in unconsolidated joint ventures which owned 11 shopping center properties. 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):
Three Months
Nine Months
Ended September 30,
Ended September 30,
2025
2024
2025
2024
Net (loss) income attributable to unconsolidated joint ventures
$
(1,639
)
$
985
$
(1,424
)
$
7,164
Depreciation and amortization of real estate investments
6,826
6,383
19,210
20,313
Gain on disposition of real estate, net
—
(1,968
)
(1
)
(10,365
)
FFO
$
5,187
$
5,400
$
17,785
$
17,112
FFO at SITE Centers’ ownership interests
$
1,413
$
1,555
$
4,551
$
4,703
Operating FFO at SITE Centers’ ownership interests
$
1,413
$
1,555
$
4,551
$
4,892
(B) For the three and nine months ended September 30, 2024, includes $32.6 million and $42.8 million, respectively, of debt extinguishment costs.
LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES
The Company requires capital to fund its operating expenses, capital expenditures and obligations. 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.
As of September 30, 2025, the Company had $251.3 million aggregate principal amount of consolidated indebtedness outstanding consisting of the Mortgage Facility secured by 10 assets having an outstanding principal balance of $152.6 million and a mortgage loan secured by Nassau Park Pavilion having an outstanding principal balance of $98.7 million. As a result of asset sales and related loan repayments consummated subsequent to quarter-end, as of November 5, 2025, the Mortgage Facility had an outstanding principal balance of $146.5 million and was secured by nine assets. In addition, as of September 30, 2025, the Company’s unconsolidated joint ventures had $441.0 million of indebtedness ($106.2 million at SITE Centers’ 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 may be able to obtain additional debt financing in order to 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 obligations and capital expenditures will generally be financed through cash provided from operating activities and asset sales. At September 30, 2025, the Company had an unrestricted cash balance of $128.2 million, of which approximately $52.7 million will be used in November 2025 to pay the special cash dividend of $1.00 per common share announced in October 2025. As of September 30, 2025, the Company anticipates that it has approximately $28.4 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.
Unconsolidated Joint Ventures’ Mortgage Indebtedness – as of September 30, 2025
The outstanding indebtedness of the Company’s unconsolidated joint ventures at September 30, 2025, which matures in the subsequent 13-month period (i.e., through October 2026), consists of $60.4 million ($30.0 million at SITE Centers’ share) which can 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 the Company or one or both of its 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
27
transaction markets may adversely impact the ability of the Company or its joint ventures to sell assets at attractive prices in order to repay indebtedness.
Cash Flow Activity
The Company’s cash flow activities are summarized as follows (in thousands):
Nine Months
Ended September 30,
2025
2024
Cash flow provided by operating activities
$
28,084
$
143,199
Cash flow provided by investing activities
348,712
1,849,963
Cash flow used for financing activities
(306,144
)
(1,478,067
)
Changes in cash flow for the nine months ended September 30, 2025, compared to the prior comparable period, are as follows:
Operating Activities:
Cash provided by operating activities decreased $115.1 million primarily due to changes in working capital from disposition activity and a decrease in interest income partially offset by an increase in fee and other income related to the condemnation proceeds.
Investing Activities:
Cash provided by investing activities decreased $1,501.3 million primarily due to the following:
•
Decrease in real estate assets acquired, developed and improved of $274.6 million;
•
Decrease in proceeds from disposition of real estate of $1,775.2 million and
•
Decrease in distributions from unconsolidated joint ventures of $0.9 million.
Financing Activities:
Cash used for financing activities decreased $1,171.9 million primarily due to the following:
•
Decrease in repayment of senior unsecured notes, mortgage debt, debt issuance costs, Curbline loan costs and loan commitment fees of $1,823.6 million; partially offset by a decrease in proceeds from the Mortgage Facility of $530.0 million;
•
Decrease in repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan of $4.7 million and
•
Increase in dividends paid of $126.3 million.
Dividend Distribution
The Company declared special cash common dividends of $250.3 million during the nine months ended September 30, 2025. The Company declared common and preferred cash dividends of $63.1 million for the nine months ended September 30, 2024.
On October 21, 2025, the Company announced a special cash dividend of $1.00 per common share (approximately $52.7 million in the aggregate) to be paid on November 14, 2025.
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 Internal Revenue Code of 1986, as amended, 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. Through September 30, 2025, the Company had repurchased 0.5 million of its common shares in open market transactions under this program at an aggregate cost of approximately $26.6 million.
28
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. Asset sales, cash flow from operations and debt financings continue to represent potential sources of proceeds to be used to achieve these objectives.
As of November 5, 2025, the Company had entered into agreements to sell five properties for an aggregate sales price of approximately $292.1 million (subject to adjustment for certain closing pro-rations, allocations, credits and closing costs and prior to the required repayment of approximately $160.8 million of related mortgage indebtedness and payment of an estimated make-whole premium of approximately $7.3 million) for which the buyers’ general due diligence periods had expired. These transactions are expected to close in the fourth quarter of 2025. The Company is in various stages of marketing or contract negotiations for the sale of several other properties, 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 uncertain capital markets and economic conditions.
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 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. The Company generally expects to use proceeds from any additional asset sales to fund operations, repay outstanding indebtedness where applicable and make distributions to shareholders.
Dispositions
From January 1, 2025 through November 5, 2025, the Company sold the following wholly-owned shopping centers (in thousands):
Date Sold
Property Name
City, State
Total Owned GLA
Gross
Sales Price
June 2025
The Promenade at Brentwood
Brentwood, MO
338
$
71,600
June 2025
Chapel Hills West
Colorado Springs, CO
225
23,650
July 2025
Sandy Plain Village
Roswell, GA
174
25,000
August 2025
Deer Valley Towne Center
Phoenix, AZ
152
33,725
August 2025
Winter Garden Village
Winter Garden, FL
629
165,000
September 2025
Edgewater Towne Center
Edgewater, NJ
76
53,500
November 2025
Parker Pavilions
Parker, CO
51
8,425
1,645
$
380,900
Redevelopment Projects
The Company selectively 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 September 30, 2025, the Company had approximately $4.4 million in construction in progress in various active re-tenanting projects at Company-owned properties. At September 30, 2025, the estimated cost to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement was approximately $28.4 million.
CAPITALIZATION
At September 30, 2025, the Company’s capitalization consisted of $251.3 million of debt and $472.5 million of market equity (calculated as the common shares outstanding multiplied by $9.01, the closing price of the Company’s common shares on the New York Stock Exchange at September 30, 2025, the last trading day of September 2025).
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 financings 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.
29
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.
CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
The Company has no consolidated debt maturing in 2025. The Company expects to fund future maturities from cash on hand, proceeds from asset sales, 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.
In conjunction with the re-tenanting of vacancies at its shopping centers, the Company had entered into commitments with general contractors aggregating approximately $0.3 million for its properties (excluding Curbline redevelopment activities noted below) as of September 30, 2025. 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.
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 September 30, 2025, the Company had a liability of approximately $0.9 million. The amount is recorded in Accounts payable and other liabilities on the Company’s consolidated balance sheets.
Additionally, the Separation and Distribution Agreement contains obligations to complete certain redevelopment projects at properties that are owned by Curbline. As of September 30, 2025, such redevelopment projects were estimated to cost $28.4 million to complete.
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 September 30, 2025, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.4 million related to the maintenance of its properties and general and administrative expenses.
ECONOMIC CONDITIONS
The Company continues to experience retailer demand which it believes is attributable to the location of many of the Company’s properties in communities experiencing population growth, limited new construction of competing retail properties and tenants’ continuing use of physical store locations to improve the speed and efficiency of merchandise distribution.
The Company benefits from a diversified tenant base, where only five tenants’ annualized base rent equals or exceeds 3% of the Company’s annualized base rent plus the Company’s proportionate share of unconsolidated joint venture annualized base rent. 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 threat of increasing inflation, changing interest rates, uncertainty over tariff policy, concerns over consumer confidence and the volatility of global capital markets 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 in communities with attractive demographics. As a result, the Company believes that its prospects (and the prospects of purchasers of it properties) to backfill spaces vacated by non-renewing or bankrupt tenants are generally good, though such re-tenanting efforts would likely require additional capital expenditures and the
30
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.
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, statements related to 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 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
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 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 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;
31
•
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 execute its strategies and 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 joint venture investments may also prove to be more difficult to monetize or terminate for a variety of factors including lack of cooperation from joint venture partners and tax considerations relating to the Company and its joint venture partners;
•
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;
•
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;
32
•
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 goals and initiatives, and the impact of factors outside of our control on such goals and initiatives;
•
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;
•
The Company may be adversely affected by potential conflicts of interest with Curbline Properties or changes in the Company’s relationship with Curbline Properties, and the Company may not be able to retain qualified personnel or adequately manage its operations in the event the Shared Services Agreement is terminated; 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 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s primary market risk exposure is interest rate risk. At September 30, 2025, 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:
September 30, 2025
December 31, 2024
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
$
97.5
3.1
6.7
%
39.2
%
$
98.5
3.8
6.7
%
32.7
%
Variable-Rate Debt
$
151.2
0.9
6.9
%
60.8
%
$
202.9
1.7
7.1
%
67.3
%
The Company’s unconsolidated joint ventures’ indebtedness at its carrying value is summarized as follows:
September 30, 2025
December 31, 2024
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
$
368.3
$
73.6
3.3
6.4
%
$
365.4
$
73.1
4.0
6.4
%
Variable-Rate Debt
$
60.4
$
30.0
1.2
5.0
%
$
61.0
$
30.3
0.9
5.0
%
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 September 30, 2025, would result in an increase in interest expense of approximately $1.1 million for the Company for the nine months ended September 30, 2025.
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.
33
An estimate of the fair value for the effect of a 100 basis-point increase in interest rates at September 30, 2025 and December 31, 2024, is summarized as follows (in millions):
September 30, 2025
December 31, 2024
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
$
97.5
$
102.2
$
99.5
$
98.5
$
102.3
$
99.1
Company’s proportionate share
of joint venture fixed-rate debt
$
73.6
$
75.4
$
73.3
$
73.1
$
73.5
$
71.1
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 financings. 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 September 30, 2025, the Company had no other material exposure to market risk.
Item 4. CONTROL
S AND PROCEDURES
Evaluation of Disclosure and Control 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 our 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 the end of the period covered by this Quarterly Report on Form 10-Q 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 Securities and Exchange Commission rules and forms and were effective as of the end of such period 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.
Changes in Internal Control over Financial Reporting
In August 2025, the Company completed the implementation of a new accounting software system. As part of this implementation, the Company updated its internal controls over financial reporting to address changes in business processes resulting from the new system. The design of this application, along with the design of the internal controls included in the Company’s processes, was appropriately evaluated by management for effectiveness.
Other than as noted above, there have not been any changes in the Company’s internal control over financial reporting during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
34
PART
II
OTHER INFORMATION
Item 1. LEGAL
PROCEEDINGS
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 1A. RI
SK FACTORS
None.
Item 2. UNREGISTERED SALES OF EQUIT
Y SECURITIES AND USE OF PROCEEDS
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)
July 1–31, 2025
—
$
—
—
$
—
August 1–31, 2025
—
—
—
—
September 1–30, 2025
—
—
—
—
Total
—
$
—
—
$
73.4
On December 20, 2022, the Company announced that its 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 $100.0 million of its common shares. As of September 30, 2025, the Company had repurchased 0.5 million of its common shares in open market purchases under this program at an aggregate cost of approximately $26.6 million.
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
1
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document
1
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 has been formatted in Inline XBRL and included in Exhibit 101.
1.
Submitted electronically herewith.
2.
Pursuant to SEC Release No. 34-4751, these exhibits are deemed to accompany this report and are not “filed” as part of this report.
Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, (ii) Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024, (iii) Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024, (iv) Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2025 and 2024, (v) Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 and (vi) Notes to Condensed Consolidated Financial Statements.
36
SIGNAT
URES
Pursuant to the requirements 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/ Jeffrey A. Scott
Name:
Jeffrey A. Scott
Title:
Senior Vice President and Chief Accounting Officer
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