SITE Centers (SITC) plans $137.6M Nassau Park Pavilion sale and debt payoff

Rhea-AI Filing Summary

SITE Centers Corp. has agreed to sell its interest in the Nassau Park Pavilion shopping center in Princeton, New Jersey for approximately $137.6 million in cash under a Purchase and Sale Agreement dated September 18, 2025. The property is encumbered by a mortgage loan with an outstanding principal balance of about $98.5 million, and the company expects to pay an estimated $7.6 million make-whole premium when it repays this loan at closing based on current interest rates.

The buyer has posted a nonrefundable deposit of roughly $6.9 million, except in limited circumstances defined in the agreement, which will be credited against the purchase price at closing. The closing is expected in the fourth quarter of 2025 and remains subject to customary conditions, including tenant estoppel letters, accurate representations by the seller in all material respects, and the absence of certain casualty or condemnation events.

Insights

Real estate and REIT analyst

SITE Centers plans a $137.6M asset sale with mortgage repayment costs.

SITE Centers Corp. has arranged to sell its interest in Nassau Park Pavilion for approximately $137.6 million in cash. The property currently carries a mortgage with an outstanding principal balance of about $98.5 million, which the company plans to repay at closing. In connection with that repayment, it expects to incur a make-whole premium of roughly $7.6 million, reflecting the cost of retiring the debt based on current interest rates.

The buyer has posted a deposit of around $6.9 million that is described as nonrefundable except in limited situations and will be credited toward the purchase price, indicating meaningful commitment from the purchaser. Closing is targeted for the fourth quarter of 2025 and is conditioned on standard items such as tenant estoppel letters, the accuracy of the seller’s representations in all material respects, and no specified casualty or condemnation events. Actual impact will depend on successful satisfaction of these conditions and completion of the transaction on the stated terms.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2025

SITE Centers Corp.

(Exact name of Registrant as Specified in Its Charter)

Ohio			1-11690	34-1723097
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3300 Enterprise Parkway
Beachwood, Ohio				44122
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (216) 755-5500

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 30, 2025, the general due diligence period expired under the Purchase and Sale Agreement, dated as of September 18, 2025 (as amended, the “Purchase Agreement”), by and between a subsidiary (the “Seller”) of SITE Centers Corp. (the “Company”), and B33 Nassau Park Pavilion III LLC (the “Purchaser”). Pursuant to the Purchase Agreement, the Seller has agreed to sell to the Purchaser all of its interests in Nassau Park Pavilion (Princeton, New Jersey) for an aggregate price of approximately $137.6 million in cash, subject to adjustment for certain closing pro-rations, allocations and credits. The property is currently encumbered by a mortgage loan with an outstanding principal balance of approximately $98.5 million. Based on current interest rates, upon the sale’s closing the Company expects to pay a make-whole premium of approximately $7.6 million in connection with its repayment of the mortgage loan.

Closing remains subject to customary conditions, including, but not limited to, delivery of estoppel letters from tenants, the accuracy of the Seller’s representations in all material respects and the absence of certain casualty or condemnation events. The Purchaser has posted a deposit of approximately $6.9 million with the escrow agent for the transaction, which deposit is nonrefundable (except in certain limited circumstances as set forth in the Purchase Agreement) and will be credited to the Purchaser against the purchase price at closing. Closing of the sale is expected to occur in the fourth quarter of 2025.

Safe Harbor

The Company considers information in this Current Report that relates to expectations for future periods 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, both as amended. Although the Company believes that the expectations reflected in such 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 historical fact may be deemed to be forward-looking statements. There are a number of important factors that could cause actual results to differ materially from those indicated by such forward-looking statements, including, among other factors, the Seller’s ability to satisfy the conditions to closing specified in the Purchase Agreement and the Purchaser’s ability to perform. The Company undertakes no obligation to revise these forward-looking statements to reflect events or circumstances that arise after the date of this Current Report.

SIGNATURES

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 hereunto duly authorized.

			SITE Centers Corp.
Date:	October 2, 2025	By:	/s/ Aaron M. Kitlowski
			Name: Aaron M. Kitlowski Title: Executive Vice President, General Counsel and Secretary

FAQ

What major transaction did SITE Centers Corp. (SITC) disclose?

SITE Centers Corp. disclosed that a subsidiary agreed to sell all of its interests in Nassau Park Pavilion in Princeton, New Jersey under a Purchase and Sale Agreement.

What is the sale price for Nassau Park Pavilion in SITE Centers Corp. (SITC)'s agreement?

The Purchase and Sale Agreement provides for an aggregate cash price of approximately $137.6 million, subject to adjustments for closing pro-rations, allocations, and credits.

How much mortgage debt is on Nassau Park Pavilion in the SITE Centers Corp. (SITC) deal?

The property is encumbered by a mortgage loan with an outstanding principal balance of approximately $98.5 million, which the company expects to repay at closing.

What make-whole premium does SITE Centers Corp. (SITC) expect to pay on the Nassau Park Pavilion sale?

Based on current interest rates, SITE Centers Corp. expects to pay a make-whole premium of approximately $7.6 million when it repays the mortgage loan at the closing of the sale.

When is the Nassau Park Pavilion sale expected to close for SITE Centers Corp. (SITC)?

The closing of the Nassau Park Pavilion sale is expected to occur in the fourth quarter of 2025, subject to customary closing conditions.

What deposit has the purchaser posted in SITE Centers Corp. (SITC)'s Nassau Park Pavilion transaction?

The purchaser has posted a deposit of approximately $6.9 million with the escrow agent, which is nonrefundable except in limited circumstances and will be credited against the purchase price at closing.

What conditions must be satisfied before SITE Centers Corp. (SITC) can close the Nassau Park Pavilion sale?

Closing remains subject to customary conditions, including delivery of tenant estoppel letters, accuracy of the seller’s representations in all material respects, and the absence of certain casualty or condemnation events.