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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
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
8.01 Other Events.
On February 5, 2026, Simon Property
Group, Inc. (NYSE: SPG) issued a press release announcing that the Company’s Board of Directors authorized a new common stock repurchase
program. Under the new program, the Company may purchase up to $2.0 billion of its common stock through February 29, 2028, as market conditions
warrant. The shares may be repurchased in the open market or in privately negotiated transactions, at prices that the Company deems appropriate
and subject to market conditions, applicable law and other factors deemed relevant in the Company’s sole discretion. The stock repurchase
program does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and the program may be suspended
or discontinued at any time. This new $2.0 billion program replaces the previous $2.0 billion program that had been scheduled to expire
on February 15, 2026, of which approximately $1.7 billion remained available.
A copy of the press release announcing
the new repurchase program is attached hereto as Exhibit 99.1, and is incorporated by reference and constitutes a part of this report.
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 |
Exhibit 99.1

Contacts:
| Tom Ward |
317-685-7330 Investors |
| Nicole Kennon |
704-804-1960 Media |
Simon®
Announces New $2.0 Billion Common Stock Repurchase Program
INDIANAPOLIS, February 5, 2026 — Simon®,
a real estate investment trust engaged in the ownership of premier shopping, dining, entertainment and mixed-use destinations, today
announced that the Company's Board of Directors authorized a new common stock repurchase program. Under the new program, the Company
may purchase up to $2.0 billion of its common stock through February 29, 2028, as market conditions warrant. The shares may be repurchased
in the open market or in privately negotiated transactions, at prices that the Company deems appropriate and subject to market conditions,
applicable law and other factors deemed relevant in the Company's sole discretion. The stock repurchase program does not obligate the
Company to repurchase any dollar amount or number of shares of common stock, and the program may be suspended or discontinued at any
time. This new $2.0 billion program replaces the previous $2.0 billion program that had been scheduled to expire on February 15, 2026,
of which approximately $1.7 billion remained available.
Forward-Looking Statements
Certain statements made in this press release
may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although
the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can
give no assurance that its expectations will be attained, and it is possible that the Company's actual results may differ materially from
those indicated by these forward–looking statements due to a variety of risks, uncertainties and other factors. Such factors include,
but are not limited to: the intensely competitive market environment in the retail real estate industry and the retail industry, including
e-commerce; the inability to renew leases and relet vacant space at existing properties on favorable terms; the inability to collect rent
due to the bankruptcy or insolvency of tenants or otherwise; the potential loss of anchor stores or major tenants; an increase in vacant
space at our properties; the loss of key management personnel; changes in economic and market conditions that may adversely affect the
general retail environment, including but not limited to those caused by inflation, the impact of tariffs and global trade disruptions
on us to the extent impacting our tenants, recessionary pressures, wars, escalating geopolitical tensions as a result of the war in Ukraine
and the conflicts in the Middle East, and supply chain disruptions; the potential for violence, civil unrest, criminal activity or terrorist
activities at our properties; the availability of comprehensive insurance coverage; security breaches that could compromise our information
technology or infrastructure; changes in market rates of interest; our international activities subjecting us to risks that are different
from or greater than those associated with our domestic operations, including changes in foreign exchange rates; the impact of our substantial
indebtedness on our future operations, including covenants in the governing agreements that impose restrictions on us that may affect
our ability to operate freely; any disruption in the financial markets that may adversely affect our ability to access capital for growth
and satisfy our ongoing debt service requirements; any change in our credit rating; our continued ability to maintain our status as a
REIT; changes in tax laws or regulations that result in adverse tax consequences; risks associated with the acquisition, development,
redevelopment, expansion, leasing and management of properties; the inability to lease newly developed properties on favorable terms;
risks relating to our joint venture properties, including guarantees of certain joint venture indebtedness; the effects of climate change;
environmental liabilities; natural or other disasters; uncertainties regarding the impact of pandemics, epidemics or public health crises,
and the associated governmental restrictions on our business, financial condition, results of operations, cash flow and liquidity; and
general risks related to real estate investments, including the illiquidity of real estate investments.
The Company discusses these and other risks and
uncertainties under the heading "Risk Factors" in its annual and quarterly periodic reports filed with the SEC. The Company
may update that discussion in subsequent other periodic reports, but except as required by law, the Company undertakes no duty or obligation
to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.
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.