SPG (SPG) EVP Donald Frey awarded 6,246 LTIP units and 990 RSUs

Rhea-AI Filing Summary

SIMON PROPERTY GROUP INC. executive vice president and treasurer Donald G. Frey reported equity-based compensation awards tied to company performance and future service. He acquired 6,246 LTIP units that were originally granted in March 2023 and have now been fully earned based on performance through the measurement period.

These earned LTIP units will vest on January 1, 2027, subject to continued service or specified events, and will then be convertible into partnership units that can be exchanged for common stock or cash. Following this grant, Frey holds 12,130 LTIP units. He also received 990 restricted stock units, each representing a right to one share of common stock, which will vest on March 11, 2029 under similar service and change-of-control conditions.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Frey Donald G

(Last) (First) (Middle)

225 W. WASHINGTON ST.

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SIMON PROPERTY GROUP INC. [ SPG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, TREASURER

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units(1)	(1)	03/11/2026		A		6,246		(1)(2)	(1)	Common Stock	6,246	$0.25	12,130	D
Restricted Stock Units	(3)	03/11/2026		A		990		(4)	(4)	Common Stock	990	$0	990	D

Explanation of Responses:

1. Represents long-term incentive performance ("LTIP") units of Simon Property Group, L.P. (the "Operating Partnership"), of which Simon Property Group, Inc. (the "Company") is the general partner, issued as long-term incentive compensation pursuant to the Operating Partnership's 2019 Stock Incentive Plan (the "Plan"), in compliance with Rule 16b-3. When earned and vested, each LTIP unit may be converted into a unit of limited partnership interest ("Partnership Unit"). Each Partnership Unit may be exchanged for a share of the Company's common stock, or cash, as selected by the Company.

2. On March 1, 2023, the Reporting Person was awarded a maximum of 6,246 LTIP units, subject to certain performance conditions. On March 11, 2026, the Compensation and Human Capital Committee (the "Compensation Committee") of the Board of Directors of the Company determined that the extent to which the performance measures had been achieved during the performance period resulted in 100%, or 6,246 of the LTIP units becoming earned LTIP units. The earned LTIP units vest on January 1, 2027, subject to a continued service requirement, or may vest earlier due to the Reporting Person's death or disability, a change of control of the Company, the retirement of the Reporting Person, subject to the approval of the Company's Compensation Committee, or as may otherwise be determined by the Company's Compensation Committee in accordance with the terms of the grant agreement and the Plan.

3. Each Restricted Stock Unit ("RSU") represents the contingent right to receive, at settlement, one share of common stock of the Company.

4. The RSUs are being issued pursuant to the Plan, in compliance with Rule 16b-3. The RSUs will vest on March 11, 2029, subject to a continued service requirement, or may vest and settle earlier due the Reporting Person's death or disability, a change of control of the Company, the retirement of the Reporting Person, subject to the approval of the Company's Compensation Committee, or as may otherwise be determined by the Company's Compensation Committee in accordance with the terms of the grant agreement and the Plan. Vested RSUs will be settled in shares of the Company's common stock as soon as practicable after the vesting date.

	/s/ Donald G. Frey by his attorney-in-fact, Kevin M. Kelly	03/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did SPG executive Donald G. Frey report on this Form 4?

Donald G. Frey reported two equity compensation awards: 6,246 LTIP units and 990 restricted stock units. Both awards are granted as long-term incentive compensation and are subject to future vesting, performance, and service conditions set under the company’s 2019 Stock Incentive Plan.

What are the key terms of Donald Frey’s 6,246 LTIP unit award at SPG?

Frey’s 6,246 LTIP units were originally awarded in March 2023 and became fully earned on March 11, 2026 after the compensation committee confirmed 100% performance achievement. These earned LTIP units vest on January 1, 2027, subject to continued service or specified events such as death, disability, or approved retirement.

How can SPG LTIP units reported by Donald Frey convert into common stock?

Each LTIP unit can convert into a partnership unit of Simon Property Group, L.P. Once converted, each partnership unit may be exchanged, at the company’s election, for either one share of Simon Property Group common stock or cash, according to the terms of the incentive plan.

What are the vesting conditions for Donald Frey’s 990 restricted stock units at SPG?

The 990 restricted stock units vest on March 11, 2029, subject to Frey’s continued service. Vesting and settlement may occur earlier upon death, disability, change of control, or retirement approved by the compensation committee, after which vested RSUs are settled in shares of common stock.

How many LTIP units does Donald Frey hold in total after these SPG awards?

After this grant, Frey holds a total of 12,130 LTIP units. These units are part of his long-term incentive compensation and may ultimately be exchangeable into common stock or cash, depending on plan terms and future conversions determined under the operating partnership’s structure.

Are Donald Frey’s SPG equity awards open-market purchases or compensation grants?

The reported transactions are compensation-related grants, not open-market trades. Both the LTIP units and restricted stock units were issued under the company’s 2019 Stock Incentive Plan as long-term incentive compensation, in compliance with Rule 16b-3 governing insider equity awards.