[Form 4] Simon Property Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Everi Holdings Inc. (EVRI) filed Post-Effective Amendment No. 1 to twelve prior Form S-8 registration statements covering an aggregate of approximately 48.6 million shares of common stock reserved for various equity compensation plans dating back to 2006. The amendment formally deregisters all unsold shares under those statements.

The action follows the 1 July 2025 closing of a multi-party transaction in which funds managed by affiliates of Apollo Global Management (through Voyager Parent, LLC) simultaneously acquired Everi and International Game Technology PLC’s Gaming & Digital business:

• IGT transferred its Gaming & Digital assets to Ignite Rotate LLC ("Spinco") and related liabilities (the “Separation”).
• Buyer purchased all Spinco units and IGT Canada Solutions ULC shares.
• Voyager Merger Sub, Inc. merged with and into Everi, making Everi a wholly owned subsidiary of Buyer (the “Merger”).

Because Everi’s common stock will be delisted and deregistered under Section 12(b) of the Exchange Act, the company is terminating all outstanding securities offerings. Upon effectiveness of this filing, no shares remain registered for sale under the referenced S-8 statements.

Positive

• None.

Negative

• Deregistration and delisting mean Everi's common stock no longer trades publicly, eliminating liquidity for former public shareholders.

Insights

M&A Specialist

TL;DR: Filing is a routine step to clean up equity plans after Apollo’s take-private of Everi; market impact already priced in.

The amendment contains no new economic terms—it simply extinguishes unsold shares tied to legacy equity incentive plans now that Everi is a private subsidiary. All corporate actions (Separation, Equity Sale, Merger) closed concurrently on 1 July 2025, so public investors have already received consideration negotiated in 2024. Deregistration avoids ongoing reporting obligations and potential securities law exposure. For holders of former EVRI stock, there is no incremental value change; for private-market stakeholders, the clean cap-table eases future incentive redesign. Overall, administrative and not market-moving.

Securities Counsel

TL;DR: Procedural S-8 POS removes ~48.6 M unsold shares, finalizing Everi’s exit from SEC registration.

The company fulfills its Rule 415 undertaking to withdraw securities once an offering ends. With Everi no longer subject to Section 12(b), maintaining Form S-8s would be impermissible. The filing cites each registration number, share count, and underlying plan, providing transparency. Signatures from key officers and directors, plus a renewed power-of-attorney, satisfy Rule 462. There are no hidden liabilities or indemnities disclosed; thus, the amendment should become effective upon filing pursuant to Rule 464. Compliance-oriented impact, neutral to valuation.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Smith Daniel C.

(Last) (First) (Middle)

5510 N. SHERIDAN ROAD

APT. 10B

(Street)

CHICAGO IL 60640

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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
Common Stock	06/30/2025		P(1)		378	A	$159.29(1)	31,998	D

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

Explanation of Responses:

1. Represents shares of common stock acquired through the reinvestment of dividends received on restricted stock awarded to the Reporting Person as non-cash compensation under the Simon Property Group, L.P. 2019 Stock Incentive Plan.

	/s/ Daniel C. Smith by his attorney-in-fact, Steven E. Fivel	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did Everi Holdings (EVRI) file a Post-Effective Amendment to its S-8 registrations?

The company is terminating all equity plan offerings and deregistering unsold shares after being acquired and delisted.

How many shares are being deregistered by Everi Holdings?

The amendment covers approximately 48.6 million unsold shares tied to twelve prior Form S-8 statements.

What transaction triggered the deregistration of EVRI shares?

On 1 July 2025 Everi merged with a subsidiary of Voyager Parent, LLC, an Apollo-managed entity, becoming a private company.

Which other business was acquired alongside Everi in the Apollo transaction?

Apollo also acquired IGT’s Gaming & Digital business, transferred to a new entity called Ignite Rotate LLC (Spinco).

Will Everi continue to file reports with the SEC after this amendment?

No. Following delisting and deregistration under Section 12(b), Everi will cease periodic SEC reporting obligations.