Simon Property Group (NYSE: SPG) grants LTIP units and RSUs to counsel

Rhea-AI Filing Summary

Kelly Kevin M reported acquisition or exercise transactions in this Form 4 filing.

SIMON PROPERTY GROUP INC. assistant general counsel Kevin M. Kelly reported new equity-based compensation awards. He received 3,124 long-term incentive performance (LTIP) units tied to prior performance goals, which the board’s Compensation and Human Capital Committee determined were earned at 100% and will vest on January 1, 2027 if he remains in service or earlier under certain events. Kelly was also granted 990 restricted stock units (RSUs) that each represent one future share of common stock and are scheduled to vest on March 11, 2029, subject to continued service or specified acceleration conditions. LTIP units can ultimately be exchanged into partnership units and then into either common stock or cash at the company’s election, while vested RSUs will settle in common stock.

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^*

Kelly Kevin M

(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)
	ASST. GENERAL COUNSEL/SEC.

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		3,124		(1)(2)	(1)	Common Stock	3,124	$0.25	3,124	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 3,124 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 3,124 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.

	Kevin M. Kelly	03/13/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Kevin M. Kelly report in Simon Property Group (SPG) Form 4?

Kevin M. Kelly reported two equity awards: 3,124 long-term incentive performance (LTIP) units and 990 restricted stock units (RSUs). Both are compensation grants that can ultimately deliver Simon Property Group common stock if vesting and other conditions are satisfied.

How were the 3,124 LTIP units for SPG’s Kevin M. Kelly earned and when do they vest?

Kelly was originally awarded a maximum of 3,124 LTIP units on March 1, 2023. On March 11, 2026, the Compensation and Human Capital Committee certified that performance goals were achieved at 100%, so all 3,124 became earned, scheduled to vest on January 1, 2027, subject to continued service.

What are the key terms of the 990 restricted stock units granted to SPG’s Kevin M. Kelly?

Each RSU represents the right to receive one share of Simon Property Group common stock at settlement. These 990 RSUs vest on March 11, 2029, if Kelly continues in service, with potential earlier vesting on death, disability, change of control, or certain retirement approvals.

How can SPG LTIP units reported by Kevin M. Kelly ultimately convert into common stock?

Each LTIP unit can be converted into a partnership unit of Simon Property Group, L.P. Each partnership unit may then be exchanged, at the company’s choice, for either one share of Simon Property Group common stock or cash, following the plan and grant agreement terms.

Are the SPG equity awards to Kevin M. Kelly open-market purchases or compensation grants?

The awards are compensation grants, not open-market trades. The LTIP units and RSUs were issued under Simon Property Group’s 2019 Stock Incentive Plan in compliance with Rule 16b-3, reflecting long-term incentive and service-based compensation rather than discretionary stock buying or selling.