Martin Cicco joins Simon Property Group (NYSE: SPG) board of directors

Rhea-AI Filing Summary

Simon Property Group, Inc. announced that its Board of Directors has appointed Martin J. Cicco as a new director, effective February 5, 2026, to serve for the remainder of the term ending at the Company’s 2026 annual meeting of stockholders.

The Board expanded in size from 13 to 14 members in connection with this appointment. The Board determined that Mr. Cicco is independent under New York Stock Exchange rules, and there are no arrangements or related-party transactions connected to his appointment. As a non-employee director, he will participate in the Company’s standard non-employee director compensation and is expected to enter into its standard director indemnity agreement. A press release announcing the appointment is furnished as Exhibit 99.1.

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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): February 5, 2026

SIMON PROPERTY GROUP, INC.

(Exact name of registrant as specified in its charter)

Indiana		001-14469		04-6268599
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		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 February 5, 2026, the Board of Directors (the “Board”) of Simon Property Group, Inc. (the “Company”), upon the recommendation of its Governance and Nominating Committee (the “Committee”) appointed Mr. Martin J. Cicco to the Board, effective as of February 5, 2026, to serve for the balance of the term expiring at the Company’s 2026 annual meeting of stockholders. In connection with such action, the Board increased its size from 13 to 14 members. As of the date of this filing, Mr. Cicco’s committee appointments have not yet been determined. The Committee and the Board have determined that Mr. Cicco is independent under the requirements of the New York Stock Exchange, and there are no arrangements or understandings between Mr. Cicco and any other persons pursuant to which Mr. Cicco was appointed a director of the Company. Mr. Cicco does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

As a non-employee director, Mr. Cicco will participate in the non-employee director compensation arrangements described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2025, and incorporated herein by reference. In addition, the Company expects that Mr. Cicco will enter into the Company’s standard form of director indemnity agreement, which was filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 13, 1998, and is incorporated herein by reference.

A copy of the Company’s press release announcing the expansion of the Board and appointment of Mr. Cicco is attached hereto as Exhibit 99.1, and the information set forth therein is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press release dated February 5, 2026
104		Cover Page Interactive Data File (embedded 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: February 5, 2026

	SIMON PROPERTY GROUP, INC.
		By:	/s/ Steven E. Fivel
			Steven E. Fivel
			Secretary and General Counsel

FAQ

What board change did Simon Property Group (SPG) disclose in this 8-K?

Simon Property Group disclosed that Martin J. Cicco was appointed to its Board of Directors, effective February 5, 2026. His appointment increases the Board from 13 to 14 members and he will serve the remainder of the term ending at the 2026 annual meeting.

Is Martin J. Cicco considered an independent director at Simon Property Group (SPG)?

Yes, the Board and its Governance and Nominating Committee determined that Martin J. Cicco is independent under New York Stock Exchange requirements. This means he meets the exchange’s standards for independence, which generally focus on having no disqualifying relationships with the company.

How long will Martin J. Cicco serve on Simon Property Group’s board?

Martin J. Cicco will serve for the balance of the term expiring at Simon Property Group’s 2026 annual meeting of stockholders. After that meeting, any continued service would depend on stockholder election under the company’s normal governance processes.

What compensation will Martin J. Cicco receive as a Simon Property Group (SPG) director?

As a non-employee director, Martin J. Cicco will participate in Simon Property Group’s non-employee director compensation program described in its April 1, 2025 definitive proxy statement. This program typically covers cash retainers and equity awards, applied consistently to all non-employee directors.

Does Martin J. Cicco have any related-party transactions with Simon Property Group (SPG)?

The company states that Martin J. Cicco does not have any direct or indirect material interest in transactions requiring disclosure under Item 404(a) of Regulation S-K. This indicates no disclosable related-party transactions associated with his appointment to the board.

Will Martin J. Cicco sign any special agreements with Simon Property Group (SPG)?

Simon Property Group expects Martin J. Cicco to enter into its standard form of director indemnity agreement. This agreement, previously filed with the SEC, is designed to protect directors against certain liabilities arising from their board service.