SPG Simon Property Group 10-Q 2026-09-30 section summaries

Simon Property Group (SPG) — Q3 and nine months ended September 30, 2026

Consolidated results

Revenue increased 13.3% in Q3 and 17.2% in 9M, led by lease income. Fixed and variable lease income were $1.354B and $327.2M in Q3, respectively, compared with $1.174B and $279.4M; for 9M they were $4.019B and $950.6M, versus $3.430B and $769.3M. However, expenses—particularly depreciation and amortization—and interest expense rose faster than Q3 revenue, reducing operating income slightly. Net income was also affected by a $129.6M unrealized fair-value loss on publicly traded equity and derivative instruments in Q3, versus a $2.2M gain in Q3 2025. The corresponding 9M losses were $160.6M and $85.0M. Income from unconsolidated entities was $250.9M for 9M, down from $297.2M.

Segment and NOI performance

SPG reports one real estate segment, primarily measured by NOI. The quarter’s consolidated NOI growth contrasted with slightly lower consolidated operating income.

Cash flow, balance sheet and share base

Cash declined by $253.2M during 9M 2026. Investing outflow narrowed to $443.1M from $1.239B, including no acquisition outlay versus $961.1M in 9M 2025. Financing outflow increased to $2.911B from $1.542B amid substantial distributions, repurchases and debt turnover. Cash distributions and preferred dividends to stockholders were $2.172B versus $2.075B; distributions to limited partners were $375.1M versus $322.8M. Treasury-stock purchases totaled $572.5M.

Portfolio, investments and financing

At September 30, 2026, SPG owned or held interests in 212 U.S. income-producing properties and 42 international properties, and held a 20.7% interest in European mall operator Klépierre. It consolidated 166 properties and accounted for 88 as joint ventures under the equity method; it managed day-to-day operations at 50 of those JV properties. International properties represented 6.4% of consolidated long-lived assets and 4.9% of revenue, down from 9.2% and 5.4% a year earlier.

SPG’s other-platform investments generated a Q3 share-of-net-loss-after-tax of $86.8M, compared with $19.3M of income, and a 9M share loss of $165.8M versus $53.7M of income. The 2026 results included a $120.0M pre-tax ($90.0M after-tax) mark-to-market loss on publicly traded equity securities. The October 2025 acquisition of the remaining 12% of Taubman Realty Group (TRG), for which Simon issued approximately 5.06M Operating Partnership units, produced a $2.858B noncash remeasurement gain in 2025. TRG contributed $189.2M of revenue and a $47.4M consolidated net loss in Q3 2026.

At September 30, mortgage debt was $7.4B, down from $8.2B at year-end; unencumbering two properties reduced mortgage debt by $540.0M in Q3. Unsecured debt included $19.6B of senior notes and $755.0M of commercial paper, which carried a 3.97% weighted-average rate and matured on average October 15, 2026. September issuances included $400.0M of 5.25% notes due 2032 and $400.0M of 5.65% notes due 2036; $750.0M of 3.25% notes remained due November 30, 2026. Available borrowing capacity under the revolving and supplemental facilities was $7.7B. SPG reported compliance with unsecured and property-level mortgage covenants. Its subsidiaries were borrowers under 38 non-recourse mortgage notes secured by 42 properties; three cross-defaulted, cross-collateralized pools covered seven properties.

The board declared a Q4 dividend of $2.30 per share; 9M dividends were $6.70 per share. Under a $2.0B repurchase authorization, SPG repurchased 2,622,260 shares at an average $199.26 through September 30. Operating lease liabilities were $725.0M, with a 34.4-year weighted-average remaining term. No tenant accounted for 5% or more of consolidated revenue; joint-venture agreements and anchor-tenant dependence remain relevant portfolio considerations.

Simon Property Group (SPG) — Item 2, quarter and nine months ended September 30, 2026

Results and portfolio performance

Portfolio NOI increased 6.7% in Q3 and 7.2% for 9M; Combined NOI rose 1.9% and 4.3%, respectively. These comparisons reflect acquisitions and changes in consolidation as well as operating performance: TRG was acquired on October 31, 2025, and its 11 consolidated malls are now included in consolidated results, while 11 are accounted for under the equity method. Q3 consolidated-entity NOI was $1.396731B versus $1.231926B; unconsolidated-entity NOI was $661.015M versus $544.653M. NOI includes SPG’s share of Klépierre NOI measured at constant currency.

Net income declined 19.5% in Q3 and 6.4% for 9M. Nine-month diluted EPS and earnings per unit fell to $4.51 from $4.83. Property operations and acquisitions supported results, but were offset by weaker other platform investments and unfavorable investment valuation changes. Nine-month results included $160.6M of unrealized noncash losses ($120.0M mark-to-market loss on equity securities held within an unconsolidated investment and $40.6M derivative fair-value loss), versus $85.0M of unrealized losses in 9M 2025. A $64.3M noncash gain from exchanging Klépierre shares to settle exchangeable bonds partly offset these items. Q3 Real Estate FFO included a $99.571M adjustment for unrealized equity and derivative losses, versus a $2.243M unrealized gain in Q3 2025. Other notable items included a $229.636M gain on sale/disposal or recovery in the unconsolidated-entity NOI reconciliation, versus $1.217M in the comparable periods, and $26.6M of transition and restructuring costs in 2026. The 2025 comparison included a $71.6M Catalyst pretax gain, primarily from Forever 21’s deconsolidation.

Operating metrics and leasing

In 9M 2026, SPG signed 853 new and 1,419 renewal leases covering approximately 8.6 million sq. ft., versus 819 new and 1,383 renewal leases covering 8.3 million sq. ft. in 9M 2025. Average initial base rent on new leases increased to $76.03/sq. ft. from $65.09, while average tenant allowance declined to $54.12/sq. ft. from $60.13. Leasing gains accompanied high occupancy; The Mills’ occupancy fell 50 basis points, while its rent rose 11.0%.

Cash, capital allocation, and development

Cash and cash equivalents fell $253.2M to $569.9M. The company’s share of development, redevelopment and expansion projects under construction was approximately $1.2B, with about $342.0M of remaining net cash funding expected in the rest of 2026 and 2027, primarily from operating cash flow. Target stabilized return on invested capital is 8–10%. Common dividends were $2.25 per share in Q3 and $6.70 for 9M, compared with $6.35 for 9M 2025; the Board declared a Q4 dividend of $2.30 per share. Under a new $2.0B authorization expiring February 29, 2028, SPG had repurchased 2,622,260 shares at an average $199.26 by September 30.

Debt and liquidity

Floating-rate debt was 4.5% of consolidated debt. Available borrowing capacity under Credit Facilities was approximately $7.7B, net of $3.1M of letters of credit. The $2.0B commercial-paper program had $755.0M outstanding at a 3.97% weighted-average rate; its weighted-average maturity was October 15, 2026. The effective borrowing rate was 4.07%, up from 3.74% a year earlier, and weighted-average debt maturity was 7.1 years. Unencumbering two properties in Q3 reduced mortgage debt by $540.0M.

During 2026, the Operating Partnership issued $800.0M of 4.30% notes due 2031 to refinance $800.0M of 3.30% notes at maturity; €500.0M of 3.65% notes due 2031; and $400.0M each of 5.25% notes due 2032 and 5.65% notes due 2036, partly to fund $750.0M of 3.25% notes due November 2026. A $460.0M term loan was swapped to a fixed 4.02% rate through 2031. The 2026 Credit Facility has $5.0B initial capacity (expandable to $6.0B) and matures in 2030; the $3.5B Supplemental Facility (expandable to $4.5B) matures in 2029. The company settled €706.4M ($824.3M) of exchangeable bonds in 9M, including €110.3M settled with 4,074,711 Klépierre shares; €28.2M ($32.0M equivalent) remained outstanding.

Contractual long-term debt principal maturities are $2.030B for the remainder of 2026, $5.499B in 2027–28, $5.435B in 2029–30, and $15.681B after 2030, totaling $28.645B. Related estimated interest payments total $9.147B. SPG reported compliance with unsecured debt covenants. Liquidity is considered sufficient for debt maturities and capital needs through 2026–27, but a prolonged capital-market disruption or weaker operating cash flow could require additional borrowing, reduced capital spending, or other financing. Non-recourse mortgage debt includes cross-defaulted and cross-collateralized pools that could expose multiple properties to a default.

Portfolio changes and risks

The October 2025 acquisition of the remaining 12% of TRG brought control of 22 malls; TRG increased consolidated debt by $3.1B. Other portfolio changes included Brickell City Centre, Briarwood Mall, two Italian outlet centers, and Phillips Place. Acquisitions helped drive lease-income growth but also increased depreciation, property expenses and interest costs; for 9M, depreciation and amortization rose $423.8M, including $404.7M related to acquisitions, while interest expense rose $141.9M, including $116.1M related to acquisitions and higher financing costs. General and administrative costs increased $34.5M, including $40.0M of accelerated stock-compensation expense.

Principal risks include retail competition and changing consumer behavior, tenant insolvency and leasing challenges, inflation and economic or geopolitical disruption, interest rates and access to capital, joint-venture and international exposure, cybersecurity, climate events and environmental liabilities. Dividends remain subject to Board discretion, liquidity, covenants and REIT requirements. FFO, Real Estate FFO and NOI are non-GAAP measures and are not substitutes for GAAP earnings or operating cash flow.

Since December 31, 2025, Simon Property Group reported no material changes in its market-risk assumptions or sensitivity-analysis results. The qualitative and quantitative market-risk disclosures remain as presented in Simon’s and the Operating Partnership’s combined 2025 Form 10-K.

Disclosure Controls and Internal Control

As of September 30, 2026, Simon and the Operating Partnership each concluded that their disclosure controls and procedures were effective at a reasonable-assurance level. Neither entity reported any Q3 2026 change in internal control over financial reporting that materially affected, or was reasonably likely to materially affect, those controls.

Simon and the Operating Partnership reported no material changes during the period to the risk factors disclosed in Part I, Item 1A of their combined 2025 Form 10-K.

During the quarter, Simon’s Audit Committee approved Ernst & Young LLP, the company’s independent registered public accounting firm, to provide audit, audit-related, and non-audit tax compliance and tax consulting services. Simon disclosed the approval under Exchange Act Section 10A(i)(2), as added by Sarbanes-Oxley Act Section 202. This section reports no material business changes.