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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 22, 2026
SIMON
PROPERTY GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Indiana |
001-14469 |
04-6268599 |
| (State
or other jurisdiction of |
(Commission
File Number) |
(IRS
Employer |
| incorporation) |
|
Identification
No.) |
225 West Washington Street
Indianapolis,
Indiana |
46204 |
| (Address
of principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code: (317) 636-1600
Not
Applicable
(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 |
|
Name
of each exchange on which
registered |
| Common
stock, $0.0001 par value |
|
SPG |
|
New York Stock Exchange |
| 83/8%
Series J Cumulative Redeemable Preferred Stock, $0.0001 par value |
|
SPGJ |
|
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 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Current Report on Form 8-K filed
by Simon Property Group, Inc. (the “Company”), on March 24, 2026, the Company’s Board of Directors (the “Board”)
appointed Eli Simon to serve as Chief Executive Officer and President of the Company, effective March 23, 2026 (the “Appointment”).
At the time of the Appointment, the Board had not yet approved any changes to Mr. Simon’s compensation.
On May 13, 2026, the independent members of the Board, acting
on the recommendation of the Compensation and Human Capital Committee, approved an award under the 2026 LTI Program (the “2026 Unit
Awards”), in the form of LTIP units and restricted stock units, to Mr. Simon in connection with the Appointment. The 2026 Unit
Awards have a grant date fair market value of $2,500,000, based on the closing price of our common stock as reported by the NYSE on May 13,
2026, taking into account performance conditions.
The material terms and conditions of the 2026 LTI Program, applicable
to the 2026 Unit Awards, are described in, and the Form of Series 2026 LTIP Unit Award Agreement and the Certificate of Designation
of Series 2026 LTIP Unit of Simon Property Group, L.P., are filed as Exhibits 10.3 and 10.4, respectively, to, the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission
on May 11, 2026, and are incorporated herein by reference.
No other components of Mr. Simon’s compensation have been
changed in connection with the Appointment.
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 thereunto duly authorized.
Date: May 15, 2026
| |
SIMON PROPERTY GROUP, INC. |
| |
|
| |
By: |
/s/ Steven E. Fivel |
| |
|
Steven E. Fivel |
| |
|
General Counsel and Secretary |
