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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):
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 incorporation) |
(Commission
File Number) |
(IRS Employer
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.
On March 23, 2026, Simon
Property Group, Inc. (the “Company”) announced the passing of David Simon, the Company’s Chairman of the Board,
Chief Executive Officer, and President.
Effective March 23, 2026,
the Board of Directors (the “Board”) appointed Eli Simon, age 38, to serve as Chief Executive Officer and President of the
Company. Mr. Eli Simon will continue to serve as Chief Operating Officer and as a member of the Board. Biographical information regarding
Mr. Eli Simon previously has been disclosed in the Company’s filings with the Securities and Exchange Commission and is incorporated
herein by reference, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company’s
Proxy Statement on Schedule 14A filed on April 1, 2025 in connection with the Company’s 2025 Annual Meeting of Stockholders
(the “2025 Proxy Statement”), and the Company’s Proxy Statement on Schedule 14A to be filed in connection with the Company’s
2026 Annual Meeting of Stockholders (the “2026 Proxy Statement,” and together with the 2025 Proxy Statement, the “Proxy
Statements”).
In connection with his appointment
as Chief Executive Officer and President, the Board has not approved any changes to Mr. Eli Simon’s compensation. If and when
the Company enters into or amends any material compensatory arrangement with Mr. Eli Simon in connection with his appointment, the
Company will file an amendment to this Current Report on Form 8-K to disclose the material terms thereof, as required by Item 5.02(e) of
Form 8-K.
There are no arrangements
or understandings between Mr. Eli Simon and any other person pursuant to which he was selected as an officer. Mr. Eli Simon
was the son of David Simon, and there are no other family relationships between Mr. Eli Simon and any director or executive officer
of the Company that would require disclosure under Item 401(d) of Regulation S-K. Except as described herein and as disclosed under
the heading “Transactions with the Simons” in the Proxy Statements, which are incorporated herein by reference, there are
no other related-party transactions in which Mr. Eli Simon has or will have a direct or indirect material interest that would require
disclosure under Item 404(a) of Regulation S-K.
Also effective March 23,
2026, the Board appointed Larry Glasscock to serve as Non-Executive Chairman of the Board. Mr. Glasscock will continue to serve as
a director. Mr. Glasscock will also continue to serve on the Audit and Governance and Nominating Committees of the Board. The Board
has not approved any changes to Mr. Glasscock’s compensation in connection with his service as Non-Executive Chairman. If and
when the Company enters into or amends any material compensatory arrangement with Mr. Glasscock in connection with his appointment,
the Company will file an amendment to this Current Report on Form 8-K to disclose the material terms thereof, as required by Item
5.02(e) of Form 8-K to the extent applicable.
David Simon was one of the Company’s three Class B directors, elected pursuant to the terms of the Articles of Incorporation of
the Company. The Class B directors are elected by vote of the trustee (the “Trustee”) of the voting trust to which all 8,000
outstanding shares of Class B common stock of the Company are subject (the “Voting Trust”) and any Class B director vacancy
may only be filled by vote of the Trustee on behalf of the Voting Trust. As of the date hereof, the Trustee has not exercised its right
to fill the vacancy on behalf of the holders of the Voting Trust.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On March 23, 2026, the Company issued a press
release announcing the matters described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished
as Exhibit 99.1 to this report and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is
being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
| ITEM 9.01 | FINANCIAL
STATEMENTS AND EXHIBITS. |
| Exhibit No. |
|
Description |
| Exhibit 99.1 |
|
Press release, dated March 23, 2026, issued by Simon Property Group, Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 23, 2026
| |
SIMON PROPERTY GROUP, INC. |
| |
|
|
| |
By: |
/s/ Steven E. Fivel |
| |
|
Steven E. Fivel |
| |
|
General Counsel and Secretary |
Exhibit 99.1

SIMON PROPERTY GROUP ANNOUNCES THE
PASSING OF DAVID SIMON
INDIANAPOLIS, March 23,
2026 — It is with profound sorrow and immense respect that the Board of Directors of Simon Property Group, Inc. (NYSE: SPG)
announces the passing of David Simon, the Company’s visionary Chairman of the Board, Chief Executive Officer and President —
the singular leader who built Simon Property Group into the largest and most admired retail real estate company in the world. He was
64 years old.
Mr. Simon passed away peacefully
on March 22, 2026 surrounded by his family, after a courageous battle with cancer. The Board of Directors, the Company’s employees,
and the entire global Simon community mourn this immeasurable loss.
Statement from the Simon Family
The Simon family shared the following
statement:
“Our family is deeply grateful
for the tremendous outpouring of love and support we have received from across the globe. Our beloved husband, father, grandfather and
brother poured his heart and soul into building Simon Property Group. He was most proud of his family, his wife of over 40 years Jackie,
and their 5 children: Eli, Rebecca, Hannah, Sam and Noah, and 7 grandchildren. We ask for privacy as we grieve our great loss.”
Leadership Continuity and Succession
The Board of Directors has always had
a strong emphasis on succession planning for its executive leadership team, driven by David Simon’s deep commitment to the Company’s
long-term future. The Board has been focused and engaged in thoughtful and comprehensive succession planning on an ongoing basis. As
a result of their hard work, effective today, the Board has appointed Eli Simon as its Chief Executive Officer and President. In addition,
Eli will continue as Chief Operating Officer and Director. The Board expresses its full confidence in Eli’s leadership skills and
abilities to guide the Company forward. The Board is also confident with the forward vision, strength, depth, and capability of the executive
management team that Eli will lead, and which he has garnered their unwavering respect and support.
In addition, Larry Glasscock has been
appointed by the Board to serve as Non-Executive Chairman of the Board consistent with these succession planning efforts and the Company’s
Governance Principles.
The Company’s shareholders, partners,
employees, tenants and lenders can be assured and comforted that its operations will continue without interruption, supported by a world-class
management team and a portfolio of irreplaceable assets that have been built to continue seamlessly, as a lasting testament to David
Simon’s extraordinary vision.
Statement from Larry Glasscock, Non-Executive
Chairman
Larry Glasscock, Non- Executive Chairman
of the Board, issued the following statement on behalf of the Board of Directors:
“On behalf of the entire Board
of Directors, we extend our deepest and most heartfelt condolences to the Simon family. We are profoundly grateful for the privilege
of having served alongside David, and we pledge to honor his extraordinary legacy by continuing to uphold the principles of excellence
he embodied every single day.”
“There are no words adequate to
express the depth of our sorrow or the magnitude of our gratitude. David Simon was, quite simply, the finest leader in the history of
the retail real estate industry. His extraordinary intellect, his relentless drive for excellence, and his unmatched strategic vision
transformed a privately held family business into an esteemed global institution — creating billions of dollars in value for shareholders
along the way.
“David’s legacy transcends
financial performance. He was a leader of uncommon integrity, fierce loyalty, and deep personal conviction. He inspired everyone around
him to reach higher, think bigger, and never settle. He set the standard — not just for our Company, but for an entire industry.
All of the Simon Malls®, the world-class Simon Premium Outlets®, and every mixed-use destination in our portfolio bears the imprint
of his vision and his exacting standards.
A Once-in-a-Generation Leader: The
Legacy of David Simon
David Simon’s career stands as
one of the most remarkable leadership stories in the history of American business. Over more than three decades, he took a regional family
real estate enterprise and, through sheer force of vision, intellect, and will, built it into the undisputed global leader in retail
real estate — a company that reshaped the industry and redefined what a real estate investment trust could become.
David joined the Company’s predecessor,
Melvin Simon & Associates, as Chief Financial Officer in 1990, bringing with him the rigorous analytical training of a Wall
Street investment banker first honed at First Boston Corporation and then at Wasserstein Perella & Co. In 1993, at just 31 years
old, he orchestrated the Company’s initial public offering on the New York Stock Exchange — raising nearly $1 billion in
what was then the largest real estate public stock offering in history. It was the first signal of the boldness and ambition that would
define his entire career.
Named Chief Executive Officer in 1995
at the age of 33, David became one of the youngest CEOs of a major publicly traded company in America. What followed was an unparalleled
era of growth, innovation, and value creation. Under his leadership, Simon Property Group delivered a cumulative total shareholder return
of more than 4,500% since its IPO — a record that places David among the most successful value creators in the history of public
markets, in any industry.
He was the architect of a series of
transformative transactions that reshaped the competitive landscape of retail real estate. His acquisitions of DeBartolo Realty Corporation,
Corporate Property Investors, Chelsea Property Group, the Mills Corporation, and Taubman Centers — among many others — were
executed with a combination of strategic brilliance and financial discipline that became his hallmark. Each transaction strengthened
the Company’s portfolio and made it more efficient, expanded its reach and offerings to consumers, and reinforced its position
as the unquestioned retail real estate industry leader. At the time of his passing, Simon Property Group owned or held interests in more
than 250 properties comprising over 200 million square feet across North America, Europe, and Asia, generating billions in annual revenue.
David’s genius lay not only in
assembling assets, but in elevating them. He understood, earlier and more clearly than anyone in his industry, that retail destinations
had to evolve from transactional spaces into experiential ones. Under his direction, the Company has invested billions in redeveloping
and reimagining its properties — creating premier shopping, dining, and entertainment destinations that became true community gathering
places. This vision has ensured the enduring relevance and vitality of Simon’s portfolio even as the retail real estate landscape
has been hit with seismic change.
His leadership during periods of crisis
further revealed the depth of his character and capability. He steered the Company through the global financial crisis of 2008–2009,
emerging with a stronger balance sheet and an expanded portfolio. When the COVID-19 pandemic shuttered retail properties worldwide in
2020, David moved with characteristic decisiveness — implementing safety protocols, supporting tenants, and positioning the Company
for a rapid recovery that outpaced the broader industry. In every challenge, he saw opportunity; in every setback, he found a new path
forward.
David’s strategic vision extended
well beyond the borders of the United States. He served, until recently, as Chairman of the Supervisory Board of Klépierre, a
publicly traded, Paris-based retail real estate company, and served on the board of Apollo Global Management, Inc., reflecting the
breadth of his influence across global business and finance. The Harvard Business Review recognized him as one of the world’s best-performing
CEOs in both 2010 and 2013, and Barron’s Magazine bestowed the same distinction in 2013 — honors that only begin to capture
the esteem in which he was held by his peers, investors, and the broader business community.
Throughout his career, David maintained
an industry-leading balance sheet, sustaining A/A3 credit ratings that reflected not only financial strength but the confidence that
the capital markets placed in his stewardship. He returned billions of dollars to shareholders through consistent and growing dividends,
while simultaneously reinvesting in the portfolio and pursuing strategic growth. It was a balancing act that few CEOs in any industry
have managed with such sustained success.
David Simon was a graduate of The Indiana
University Kelley School of Business (B.S., 1983) and Columbia University’s Graduate School of Business (M.B.A., 1985). Before
joining the family enterprise, he distinguished himself as an investment banker specializing in mergers and acquisitions and leveraged
buyouts — a foundation that equipped him with the financial acumen and deal-making instincts that became defining features of his
leadership.
Above all, David was a builder —
of assets, of teams, of careers, and of an enduring institution. He cultivated a culture of excellence, accountability, and ambition
that attracted and retained the finest talent in the industry. Countless executives and professionals credit David Simon with shaping
their careers and setting the example of what great leadership looks like. His influence will be felt for generations to come.
Condolence and Memorial Information
Details regarding memorial services
will be shared by the Simon family at a later date. In lieu of flowers, the family requests that contributions be made to the: Anti Defamation
League, American Jewish Committee, UJA Federation of New York and Foundation to Combat Antisemitism.
About Simon
Simon® is a real estate investment trust engaged in the ownership of premier shopping, dining, entertainment
and mixed-use destinations and an S&P 100 company (Simon Property Group, NYSE: SPG). Our properties across North America, Europe and Asia provide
community gathering places for millions of people every day and generate billions in annual sales.
Contacts:
Tom Ward, 317-685-7330, Investors;
Nicole Kennon, 704-804-1960, Media