SEC Form 10-Q filed by SITE Centers Corp.

5/7/26 4:17:23 PM ET

$SITC

Real Estate Investment Trusts

Real Estate

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-11690

SITE Centers Corp.

(Exact name of registrant as specified in its charter)


Ohio		34-1723097
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

        3300 Enterprise Parkway
Beachwood, OH

     44122

     (Address of principal executive offices)

     (Zip Code)

Registrant’s telephone number, including area code: (216) 755-5500

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Shares, Par Value $0.10 Per Share

     SITC

     New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 1, 2026 the registrant had 52,474,874 shares of common stock, $0.10 par value per share, outstanding.

SITE Centers Corp.

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED March 31, 2026

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements – Unaudited
	Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	3
	Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2026 and 2025	4
	Consolidated Statements of Equity for the Three Months Ended March 31, 2026 and 2025	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	24
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
SIGNATURES		27

SITE Centers Corp.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except share amounts)


	March 31, 2026			December 31, 2025
Assets
Land	$	25,096		$	47,182
Buildings		276,513			338,527
Fixtures and tenant improvements		125,507			170,247
		427,116			555,956
Less: Accumulated depreciation		(279,634	)		(332,774	)
		147,482			223,182
Construction in progress and land		516			2,554
Total real estate assets, net		147,998			225,736
Investments in and advances to joint ventures		26,837			27,676
Cash and cash equivalents		193,453			119,034
Restricted cash		4,622			3,781
Accounts receivable		10,934			13,015
Amounts receivable from Curbline		351			902
Other assets, net		17,725			28,593
	$	401,920		$	418,737
Liabilities and Equity
Amounts payable to Curbline		16,139			22,107
Accounts payable and other liabilities		49,831			61,865
Total liabilities		65,970			83,972
Commitments and contingencies
SITE Centers Equity
Common shares, with par value, $0.10 stated value; 75,000,000 shares authorized; 52,480,384 and 52,467,187 shares issued at March 31, 2026 and December 31, 2025, respectively		5,248			5,247
Additional paid-in capital		3,981,137			3,981,084
Accumulated distributions in excess of net income		(3,650,400	)		(3,651,338	)
Less: Common shares in treasury at cost: 5,510 and 4,847 shares at March 31, 2026 and December 31, 2025, respectively		(35	)		(228	)
Total equity		335,950			334,765
	$	401,920		$	418,737

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(unaudited; in thousands, except per share amounts)


	Three Months
	Ended March 31,
	2026			2025
Revenues from operations:
Rental income	$	9,241		$	31,450
Fee and other income		3,775			11,173
		13,016			42,623
Rental operation expenses:
Operating and maintenance		3,293			7,132
Real estate taxes		1,642			4,721
Impairment charges		17,450			—
General and administrative		8,899			9,395
Depreciation and amortization		5,017			13,252
		36,301			34,500
Other income (expense):
Interest expense		—			(5,462	)
Interest income		1,191			361
Other income (expense),net		(994	)		(856	)
		197			(5,957	)
(Loss) income before earnings from equity method investments and other items		(23,088	)		2,166
Equity in net (loss) income of joint ventures		(152	)		39
Gain on sale of joint venture interests		19,989			—
Gain on disposition of real estate, net		4,007			1,029
Income before tax benefit (expense)		756			3,234
Tax benefit (expense) of taxable REIT subsidiary and state franchise and income taxes		182			(149	)
Net income	$	938		$	3,085

Per share data:
Basic:	$	0.02		$	0.06
Diluted:	$	0.02		$	0.06

Net income	$	938		$	3,085
Amount reclassed to earnings - cash flow hedges		—			(579	)
Comprehensive income	$	938		$	2,506

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in thousands)


	Common Shares		Additional Paid-in Capital		Accumulated Distributions in Excess of Net Income			Deferred Compensation Obligation		Accumulated Other Comprehensive Income		Treasury Stock at Cost			Total
Balance, December 31, 2025	$	5,247	$	3,981,084	$	(3,651,338	)	$	—	$	—	$	(228	)	$	334,765
Stock-based compensation, net		1		53		—			—		—		193			247
Comprehensive income		—		—		938			—		—		—			938
Balance, March 31, 2026	$	5,248	$	3,981,137	$	(3,650,400	)	$	—	$	—	$	(35	)	$	335,950


	Common Shares		Additional Paid-in Capital			Accumulated Distributions in Excess of Net Income			Deferred Compensation Obligation			Accumulated Other Comprehensive Income			Treasury Stock at Cost			Total
Balance, December 31, 2024	$	5,247	$	3,981,597		$	(3,473,458	)	$	8,041		$	5,472		$	(10,155	)	$	516,744
Stock-based compensation, net		—		(701	)		—			(45	)		—			1,113			367
Comprehensive income (loss)		—		—			3,085			—			(579	)		—			2,506
Balance, March 31, 2025	$	5,247	$	3,980,896		$	(3,470,373	)	$	7,996		$	4,893		$	(9,042	)	$	519,617

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)


	Three Months
	Ended March 31,
	2026			2025
Cash flow from operating activities:
Net income	$	938		$	3,085
Adjustments to reconcile net income to net cash flow (used for) provided by operating activities:
Depreciation and amortization		5,017			13,252
Stock-based compensation		282			384
Amortization and write-off of debt issuance costs, commitment fees and fair market value of debt adjustments		—			695
Equity in net loss (income) of joint ventures		152			(39	)
Gain on sale and change in control of interests		(19,989	)		—
Gain on disposition of real estate, net		(4,007	)		(1,029	)
Impairment charges		17,450			—
Net change in accounts receivable		2,381			(2,685	)
Net change in accounts payable and accrued expenses		(6,559	)		(3,646	)
Net change in other operating assets and liabilities		28			(4,294	)
Total adjustments		(5,245	)		2,638
Net cash flow (used for) provided by operating activities		(4,307	)		5,723
Cash flow from investing activities:
Real estate developed and improvements to operating real estate		(2,862	)		(3,247	)
Proceeds from disposition of real estate		61,753			—
Proceeds from disposition of joint venture		20,713			—
Equity contributions to joint ventures		(2	)		(3	)
Net cash flow provided by (used for) investing activities		79,602			(3,250	)
Cash flow from financing activities:
Repayment of mortgage debt		—			(419	)
Payment of debt issuance costs		—			(6	)
Repurchase of common shares in conjunction with equity award plans		(35	)		(93	)
Net cash flow used for financing activities		(35	)		(518	)

Net increase in cash, cash equivalents and restricted cash		75,260			1,955
Cash, cash equivalents and restricted cash, beginning of period		122,815			67,666
Cash, cash equivalents and restricted cash, end of period	$	198,075		$	69,621

The accompanying notes are an integral part of these condensed consolidated financial statements.

Notes to Condensed Consolidated Financial Statements

Nature of Business and Financial Statement Presentation

Nature of Business

SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and unconsolidated joint ventures are primarily engaged in the business of owning, leasing, redeveloping and managing shopping centers. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries. The Company’s tenant base includes a mixture of national and regional retail chains and local tenants. Consequently, the Company’s credit risk is primarily concentrated in the retail industry.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.

Unaudited Interim Financial Statements

These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Principles of Consolidation

The consolidated financial statements include the results of the Company and all entities in which the Company has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity. All significant inter-company balances and transactions have been eliminated in consolidation. Investments in the real estate joint ventures in which the Company has the ability to exercise significant influence, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or loss) of the joint ventures is included in consolidated net income.

Disposition of Real Estate

For the three months ended March 31, 2026, the Company received gross proceeds of $74.5 million from the sale of two wholly-owned shopping centers resulting in a gain of $4.0 million. In addition, the Company sold its partnership interests in the RVIP IIIB joint venture that owned Deer Park Town Center to the Company’s joint venture partner for approximately $20.8 million prior to closing costs, resulting in a gain of $20.0 million.

For the three months ended March 31, 2025, the Company did not sell any wholly-owned real estate; however, the Company recorded $8.4 million of other property revenues in conjunction with the resolution of a condemnation proceeding with the State of Florida relating to business damages and compensation for land taken in 2022 at the Shoppes at Paradise Pointe. Of this amount, cash of $3.8 million was received during the period ended March 31, 2025, with the remaining amount of cash received in April 2025.

Reclassifications

Certain prior period amounts reported have been reclassified to conform with current year presentation.

Fair Value Measurement

The carrying amounts reported in the Company’s consolidated balance sheets for Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Accounts Payable and Other Liabilities approximated fair value because of their short-term maturities.

Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information

Non-cash investing and financing activities are summarized as follows (in millions):


	Three Months
	Ended March 31,
	2026			2025


Accounts payable related to construction in progress	$	0.1			$	0.2

Segments

The Company has a single operating segment. The Company’s shopping centers have common characteristics and are managed on a consolidated basis. The Company does not differentiate among properties on a geographical basis or any other basis for purposes of allocating resources or capital. The Company’s Chief Operating Decision Maker (“CODM”) may review operational and financial data on an ad-hoc basis at a property level. The CODM assesses performance for the segment and decides how to allocate resources based on net income as reported on the Company’s consolidated statements of operations. In addition, the CODM uses net operating income (“NOI”) as a supplemental measure to evaluate and assess the performance of the Company’s operating portfolio. NOI is defined as property revenues less property-related expenses and excludes depreciation and amortization expense, joint venture equity and fee income, interest income and expenses and corporate level transactions. The CODM uses net income and NOI to monitor budget versus actual results in assessing the performance of the Company’s properties to guide decisions regarding timing of property sales and payment of dividends. The CODM reviews significant expenses associated with the Company’s single reportable operating segment which are presented in the Company’s consolidated statements of operations. The measure of segment assets is reported in the Company’s consolidated balance sheets as total consolidated assets.

Recently Issued Accounting Standards

Expense Disaggregation Disclosures. In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, which requires additional disaggregated disclosure about certain income statement expense line items. ASU 2024-03 is effective for annual reporting years beginning after December 15, 2026 and interim periods within the fiscal years beginning after December 15, 2027. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations.

Investments in and Advances to Joint Ventures

At March 31, 2026 and December 31, 2025, the Company had ownership interests in unconsolidated joint ventures that had investments in ten and 11 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint ventures is as follows (in thousands):


	March 31, 2026			December 31, 2025
Condensed Combined Balance Sheets
Land	$	148,969		$	159,567
Buildings		418,409			497,973
Fixtures and tenant improvements		44,561			70,903
		611,939			728,443
Less: Accumulated depreciation		(120,278	)		(190,020	)
		491,661			538,423
Construction in progress and land		19			15
Real estate, net		491,680			538,438
Cash and restricted cash		18,327			28,254
Receivables, net		7,681			10,497
Other assets, net		8,855			8,837
	$	526,543		$	586,026

Mortgage debt	$	370,190		$	429,196
Amounts payable to SITE Centers		1,599			1,846
Other liabilities		25,785			31,577
		397,574			462,619
Accumulated equity		128,969			123,407
	$	526,543		$	586,026

Company's share of accumulated equity	$	25,794		$	23,306
Basis differentials		(556	)		2,524
Amounts payable to the Company		1,599			1,846
Investments in and advances to joint ventures	$	26,837		$	27,676


	Three Months
	Ended March 31,
	2026			2025
Condensed Combined Statements of Operations
Revenues from operations	$	17,253		$	20,925
Expenses from operations:
Operating expenses		4,349			5,182
Depreciation and amortization		5,145			6,044
Interest expense		7,172			8,008
Other expense, net		1,228			1,388
		17,894			20,622
(Loss) income before loss on disposition of real estate		(641	)		303
Loss on disposition of real estate, net		—			(4	)
(Loss) income attributable to unconsolidated joint ventures	$	(641	)	$	299
Company's share of equity in net (loss) income of joint ventures	$	(136	)	$	55
Basis differential adjustments(A)		(16	)		(16	)
Equity in net (loss) income of joint ventures	$	(152	)	$	39

(A)

The difference between the Company’s share of net (loss) income, as reported above, and the amounts included in the Company’s consolidated statements of operations is attributable to the amortization of basis differentials.

Revenues earned by the Company for providing asset management, property management and leasing and development services to all of the Company’s unconsolidated joint ventures were $1.1 million and $1.2 million for the three months ended March 31, 2026 and 2025, respectively.

Other Assets and Intangibles, net

Other assets and intangibles consist of the following (in thousands):


	March 31, 2026
	Asset		Accumulated Amortization			Net
Intangible assets, net:
In-place leases	$	9,586	$	(7,912	)	$	1,674
Above-market leases		220		(153	)		67
Lease origination costs		1,230		(1,098	)		132
Tenant relationships		4,029		(4,029	)		-
Total intangible assets, net		15,065		(13,192	)		1,873
Operating lease ROU assets							10,284
Other assets:
Prepaid expenses							3,210
Other assets							753
Deposits							1,605
Total other assets, net						$	17,725
	Liability		Accumulated Amortization			Net
Below-market leases(A)	$	4,157	$	(672	)	$	3,485

(A)

Includes $1.2 million related to a below-market lease option for the Company’s Beachwood headquarters included in the Separation and Distribution Agreement with Curbline Properties (Note 5).


	December 31, 2025
	Asset		Accumulated Amortization			Net
Intangible assets, net:
In-place leases	$	16,472	$	(12,209	)	$	4,263
Above-market leases		510		(290	)		220
Lease origination costs		2,091		(1,748	)		343
Tenant relationships		11,339		(8,658	)		2,681
Total intangible assets, net		30,412		(22,905	)		7,507
Operating lease ROU assets							14,700
Other assets:
Prepaid expenses							3,837
Other assets							737
Deposits							1,812
Total other assets, net						$	28,593
	Liability		Accumulated Amortization			Net
Below-market leases	$	6,613	$	(1,943	)	$	4,670

Amortization for the three months ended March 31, 2026 and 2025 related to the Company’s intangibles was as follows (in thousands):


Period	Income		Expense
2026	$	84	$	332
2025		140		833

Leases

The disaggregation of the Company’s lease income, which is included in Rental income on the Company’s consolidated statements of operations, as either fixed or variable lease income based on the criteria specified in FASB Accounting Standards Codification 842, for the three months ended March 31, 2026 and 2025, was as follows (in thousands):


	Three Months
	Ended March 31,
	2026		2025
Rental income:
Fixed lease income(A)	$	6,693	$	22,964
Variable lease income(B)		2,428		8,454
Above-market and below-market leases amortization, net		84		140
Adjustments for potentially uncollectible revenues and disputed amounts(C)		36		(108	)
Total rental income	$	9,241	$	31,450

(A)

Includes minimum base rents, expense reimbursements, ancillary income and straight-line rent adjustments.

(B)

Includes expense reimbursements, percentage and overage rent, lease termination fee income and ancillary income.

(C)

The amounts represent adjustments associated with potentially uncollectible revenues and disputed amounts.

Transactions with Curbline Properties

On October 1, 2024, the Company completed the spin-off of Curbline Properties Corp. (“Curbline Properties” or “Curbline”). To govern certain ongoing relationships between the Company, Curbline Properties LP (the “Operating Partnership”) and Curbline Properties after the spin-off, and to provide for the allocation among the Company, the Operating Partnership and Curbline Properties of the Company’s assets, liabilities and obligations attributable to periods both prior to and following the separation of Curbline Properties and the Operating Partnership from SITE Centers, the Company, Curbline Properties and the Operating Partnership entered into agreements pursuant to which each provides certain services and has certain rights following the spin-off, and Curbline Properties, the Operating Partnership and SITE Centers indemnify each other against certain liabilities arising from their respective businesses. The Separation and Distribution Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Shared Services Agreement and other agreements which were entered into in connection with the spin-off and which govern certain ongoing relationships between the Company, Curbline, and the Operating Partnership, were negotiated between related parties and their terms, including fees and other amounts payable, may not be the same as if they had been negotiated at arm’s length with an unaffiliated third

party.

Separation and Distribution Agreement

The Separation and Distribution Agreement contains obligations for the Company to complete certain redevelopment projects at properties that are owned by Curbline Properties. As of March 31, 2026, such redevelopment projects were estimated to cost $15.4 million to complete, which is recorded in Amounts payable to Curbline in the Company’s consolidated balance sheets.

Shared Services Agreement

The fair value of the services provided by the Company to Curbline Properties in excess of the fees and the fair value of the services received by the Company from Curbline Properties is reflected as $1.8 million and $0.6 million of additional fee income within Fee and other income and $1.8 million and $0.6 million of expense within Other income (expense), net, in the Company’s consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively.

The Shared Services Agreement provides Curbline Properties the right to use the Company’s office space in New York, New York. This arrangement is considered an embedded lease based on the criteria specified in Topic 842. The sublease income received under the Shared Services Agreement of $0.4 million is included in Rental income on the Company’s consolidated statements of operations for both the periods ended March 31, 2026 and 2025.

Summary

For the periods ended March 31, 2026 and 2025, the Company recorded in Fee and other income on the Company’s consolidated statements of operations a cash fee of $1.1 million and $0.7 million, respectively, which represents 2% of Curbline’s gross revenue and $1.8 million and $0.6 million, respectively, for the incremental fair value of services provided to Curbline offset by an embedded lease charge of $0.4 million and $0.4 million, respectively. Amounts payable to Curbline as of March 31, 2026 and December 31, 2025, under the agreements described above, aggregated $16.1 million and $22.1 million, respectively (including obligations to complete redevelopments). Amounts receivable from Curbline as of March 31, 2026 and December 31, 2025 were $0.4 million and $0.9 million, respectively.

Impairment Charges

For the three months ended March 31, 2026, the Company recorded impairment charges aggregating $17.5 million based on the difference between the carrying value of the assets and the estimated fair market value. The impairment charges recorded were triggered by a purchase offer received which is currently under negotiation.

The Company is required to assess the fair value of certain impaired consolidated investments. The valuation of impaired real estate assets is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each asset, as well as the income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company considers multiple valuation techniques when measuring fair value of an investment. However, in certain circumstances, a single valuation technique may be appropriate.

These valuations are calculated based on market conditions and assumptions made by management at the time the valuation adjustments and impairments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.

The following table presents information about the fair value of real estate that was impaired, and therefore, measured on a fair value basis, along with the related impairment charge for the three months ended March 31, 2026. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):


	Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Total Impairment Charges
March 31, 2026
Long-lived assets held and used	$	—	$	—	$	15.5	$	15.5	$	17.5


	Quantitative Information About Level 3 Fair Value Measurements
	Fair Value at		Valuation
Description	March 31, 2026		Technique	Unobservable Inputs	Range
Impairment of consolidated assets	$	15.5	Indicative Bid	Indicative Bid(A)	N/A

(A)

Fair value measurements based upon an indicative bid and developed by third-party sources (including offers and comparable sales values), subject to the Company’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these

estimated fair values.

Earnings Per Share

The following table provides a reconciliation of net income and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts).


	Three Months
	Ended March 31,
	2026			2025
Numerators – Basic and Diluted
Net income	$	938		$	3,085
Earnings attributable to unvested shares		(4	)		(15	)
Net income after allocation to participating securities	$	934		$	3,070
Denominators – Number of Shares
Basic and Diluted—Average shares outstanding		52,467			52,436
Earnings Per Share:
Basic	$	0.02		$	0.06
Diluted	$	0.02		$	0.06

Basic average shares outstanding do not include Restricted Stock units (“RSUs”) representing 0.2 million and 0.3 million common shares that were not vested at March 31, 2026 and 2025, respectively. Dividend equivalents are paid on the outstanding RSUs, which makes these shares participating securities.

Common Share Dividends

The Company did not declare or pay a cash dividend for the periods ended March 31, 2026 or 2025.

Subsequent Events

In May 2026, the Company sold one property (Meadowmont Crossing, Chapel Hill, North Carolina) for an aggregate gross sales price of approximately $11.1 million.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the financial condition, results of operations and liquidity of SITE Centers Corp. and its consolidated subsidiaries (collectively, the “Company” or “SITE Centers”) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2025, as well as other publicly available information.

EXECUTIVE SUMMARY

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, redeveloping and managing shopping centers. As of March 31, 2026, the Company’s portfolio consisted of 16 shopping centers (including 10 shopping centers owned through an unconsolidated joint venture). At March 31, 2026, the Company owned approximately 4.4 million square feet of gross leasable area (“GLA”) through all its shopping center properties (wholly-owned and joint venture). In addition, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, a portion of which currently serves as the Company’s headquarters.

The following provides an overview of the Company’s key financial metrics (see Non-GAAP Financial Measures described later in this section) (in thousands, except per share amounts):


	Three Months
	Ended March 31,
	2026			2025
Net income	$	938		$	3,085
FFO	$	(1,176	)	$	16,024
Operating FFO	$	(1,884	)	$	8,282
Earnings per share – Diluted	$	0.02		$	0.06

For the three months ended March 31, 2026, the decrease in Net income, as compared to the prior-year period, primarily was the result of impairment charges and a decrease in rental income as a result of property dispositions, offset by the gain on the sale of joint venture interests, increases on gains on the disposition of real estate and interest income and decreases in interest expense, condemnation revenue and depreciation and amortization.

SITE Centers Strategy

The Company continues to pursue the marketing and sale of its remaining wholly-owned properties and the monetization of its investment in the Dividend Trust Portfolio (“DTP”) joint venture. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which our remaining properties are situated and other property-specific considerations. The Company’s ability and timing to monetize the value of its investment in the DTP joint venture may be impacted by the degree of cooperation of the joint venture partner and the limited rights afforded the Company under the joint venture agreement (including the requirement that the Company obtain the joint venture partner’s consent to the sale of individual joint venture properties or to the Company’s sale of its interest in the joint venture). For risks related to the Company’s strategy, see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Company expects to use proceeds from additional asset sales to pay operating expenses, manage overall liquidity levels, make distributions to shareholders and establish a reserve fund to satisfy projected expenses and known and unknown claims that might arise during the anticipated wind-up of its business. The Company expects to incur significant expenses in connection with the eventual wind-up of its business, including but not limited to the fee applicable to any early termination of the Shared Services Agreement, employee severance costs, discretionary bonuses upon completion of the sales process, costs to terminate office leases, licenses and other operating contracts, professional fees (including fees of accountants and law firms), costs to comply with ongoing reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) (until such time as the Company qualifies for relief therefrom), insurance premiums and potential deductibles (including with respect to a “tail” insurance policy for directors and officers), vendor expenses, costs to resolve and streamline the Company’s subsidiaries and corporate structure and any claims arising under sale agreements for completed dispositions.

The majority of the Company’s wholly-owned retail properties are in various stages of contract negotiations or in the process of being marketed for sale, though no assurances can be given that such efforts will result in additional asset sales.

The Company expects that rental income and net income will decrease in future periods as compared to corresponding prior year periods as a result of the significant disposition activity and declining property revenues. However, the Company’s general and administrative expenses will remain elevated prior to the termination of the Shared Services Agreement as a result of the contractual obligations and services owing to Curbline thereunder.

Operational Accomplishments

Operational highlights for the Company through March 31, 2026, include the following:

•

Leased approximately 18,000 square feet of GLA, including one new lease and eight renewals. As of March 31, 2026, the remaining 2026 lease expirations aggregated approximately 0.2 million square feet of GLA.

•

For the comparable leases executed in the three months ended March 31, 2026, the Company generated cash lease spreads on a pro rata basis of 16.7% for new leases and 1.9% for renewals. Leasing spreads are a key metric in real estate, representing the percentage increase of rental rates on new and renewal leases over rental rates on existing leases, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity. The Company’s cash lease spreads calculation includes only those deals that were executed within one year of the date the prior tenant vacated, in addition to other factors that limit comparability, and as a result, is a useful benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates;

•

Total portfolio average annualized base rent per square foot was $20.00 at March 31, 2026, as compared to $22.61 at December 31, 2025 and $19.75 at March 31, 2025, all on a pro rata basis, respectively;

•

The aggregate occupancy of the Company’s operating shopping center portfolio was 84.9% at March 31, 2026, as compared to 85.9% at December 31, 2025 and 89.4% at March 31, 2025, all on a pro rata basis; and

•

For new leases executed in the three months ended March 31, 2026, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $3.53 per rentable square foot, on a pro rata basis, over the lease term, as compared to $6.26 per rentable square foot for the full year of 2025. The Company generally does not expend a significant amount of capital on lease renewals.

The comparability of year-over-year operating metrics has been increasingly impacted by the level and composition of the Company’s disposition activities and the reduced size of the Company’s portfolio.

RESULTS OF OPERATIONS

Consolidated shopping center properties owned as of January 1, 2025, are referred to herein as the “Comparable Portfolio Properties.”

Revenues from Operations (in thousands)


	Three Months
	Ended March 31,
	2026		2025		$ Change
Rental income(A)	$	9,241	$	31,450	$	(22,209	)
Fee and other income(B)		3,775		11,173		(7,398	)
Total revenues	$	13,016	$	42,623	$	(29,607	)

(A)

The following table summarizes the key components of Rental income (in thousands):


	Three Months
	Ended March 31,
Contractual Lease Payments	2026		2025			$ Change
Base and percentage rental income(1)	$	6,802	$	22,755		$	(15,953	)
Recoveries from tenants(2)		2,130		8,402			(6,272	)
Uncollectible revenue(3)		36		(108	)		144
Lease termination fees, ancillary and other rental income		273		401			(128	)
Total contractual lease payments	$	9,241	$	31,450		$	(22,209	)

(1)

The changes in base and percentage rental income were due to the following (in millions):


	Increase (Decrease)
Comparable Portfolio Properties	$	(0.1	)
Disposition of shopping centers		(16.1	)
Straight-line rents		0.2
Total	$	(16.0	)

The decrease in Comparable Portfolio Properties is due to lower occupancy, partially offset by an increase in annualized base rent per occupied square foot.

At March 31, 2026 and 2025, the Company owned six and 22 wholly-owned properties as of each balance sheet date that had an aggregate occupancy rate of 80.3% and 89.2% and an average annualized base rent per occupied square foot of $25.02 and $19.95, respectively. The decrease in occupancy rate and increase in average annualized base rent per occupied square foot was due to a combination of transactional activity, the mix of properties sold and overall decreases in occupancy.

(2)

Recoveries from tenants were approximately 43.2% and 70.9% of operating expenses and real estate taxes for the three months ended March 31, 2026 and 2025, respectively. The decrease in the recovery percentage was due to a combination of transactional activity, the mix of properties sold and overall decreases in occupancy.

(3)

The net amount reported was primarily attributable to the impact of tenants on the cash basis of accounting and related reserve adjustments.

(B)

The decrease in Fee and other income primarily resulted from $8.4 million of other property revenue recorded during the three months ended March 31, 2025 in conjunction with the resolution of the condemnation proceedings with the State of Florida relating to business damages and compensation for land taken in 2022 at the Shoppes at Paradise Pointe partially offset by the increase in fees from Curbline Properties. Fee and other income is primarily earned from Curbline Properties and the Company’s unconsolidated joint ventures.

Expenses from Operations (in thousands)


	Three Months
	Ended March 31,
	2026		2025		$ Change
Operating and maintenance(A)	$	3,293	$	7,132	$	(3,839	)
Real estate taxes(A)		1,642		4,721		(3,079	)
Impairment charges(B)		17,450		—		17,450
General and administrative		8,899		9,395		(496	)
Depreciation and amortization(A)		5,017		13,252		(8,235	)
	$	36,301	$	34,500	$	1,801

(A)

The changes were due to the following (in millions):


	Operating and Maintenance			Real Estate Taxes			Depreciation and Amortization
Comparable Portfolio Properties	$	(0.1	)	$	0.1		$	(1.0	)
Disposition of shopping centers		(3.7	)		(3.2	)		(7.2	)
	$	(3.8	)	$	(3.1	)	$	(8.2	)

(B)

The Company recorded $17.5 million of impairment charges for the three months ended March 31, 2026 triggered by a purchase offer received which is currently under negotiation. Impairment charges are presented in Note 6, “Impairment Charges,” to the Company’s consolidated financial statements included herein.

Other Income and Expenses (in thousands)


	Three Months
	Ended March 31,
	2026			2025			$ Change
Interest expense(A)	$	—		$	(5,462	)	$	5,462
Interest income(B)		1,191			361			830
Other income (expense), net(C)		(994	)		(856	)		(138	)
	$	197		$	(5,957	)	$	6,154

(A)

As of March 31, 2026, the Company had no outstanding indebtedness. As of March 31, 2025, the Company’s consolidated indebtedness consisted of a cross-collateralized mortgage facility and a mortgage loan encumbering Nassau Park Pavilion with an aggregate outstanding balance of $306.3 million and a weighted-average interest rate (based on contractual rates excluding amortization of debt issuance costs) of 6.9% per annum.

(B)

Related to excess cash as a result of sale proceeds maintained in money market accounts.

(C)

Primarily consists of the adjustment to reflect the fair value of services provided to Curbline Properties relative to the fees and fair value of services received from Curbline Properties under the Shared Services Agreement.

Other Items (in thousands)


	Three Months
	Ended March 31,
	2026			2025			$ Change
Equity in net (loss) income of joint ventures(A)	$	(152	)	$	39		$	(191	)
Gain on sale of joint venture interests(B)		19,989			—			19,989
Gain on disposition of real estate, net(C)		4,007			1,029			2,978
Tax benefit (expense) of taxable REIT subsidiary and state franchise and income taxes		182			(149	)		331

(A)

At March 31, 2026 and 2025, the Company had an economic investment in unconsolidated joint ventures which owned ten and 11 shopping center properties, respectively. The termination of joint venture or joint venture property sales could significantly impact the amount of income or loss recognized in future periods. See Note 2, “Investments in and Advances to Joint Ventures,” in the Company’s consolidated financial statements included herein.

(B)

In 2026, the Company sold its partnership interests in the RVIP IIIB joint venture that owned Deer Park Town Center (Deer Park, Illinois).

(C)

The Company sold two wholly-owned shopping centers in the period ended March 31, 2026.

Net Income (in thousands)


	Three Months
	Ended March 31,
	2026		2025		$ Change
Net income	$	938	$	3,085	$	(2,147	)

The decrease in net income in the period ended March 31, 2026, as compared to the prior-year period, primarily was the result of impairment charges and a decrease in rental income as a result of property dispositions, offset by the gain on the sale of joint venture interests, increases on gains on the disposition of real estate and interest income and decreases in interest expense, condemnation revenue and depreciation and amortization.

NON-GAAP FINANCIAL MEASURES

Funds from Operations and Operating Funds from Operations

Definition and Basis of Presentation

The Company believes that Funds from Operations (“FFO”) and Operating FFO, both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The

Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company.

FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assume that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.

FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude (i) gains and losses from disposition of real estate property and related investments, which are presented net of taxes, (ii) impairment charges on real estate property and related investments and (iii) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles and equity income (loss) from joint ventures and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures, determined on a consistent basis. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts (“NAREIT”).

The Company believes that certain charges, income and gains recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include condemnation revenue, gains/losses on the early extinguishment of debt, certain transaction fee income, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.

The adjustment for these charges, income and gains may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. Additionally, the Company provides no assurances that these charges, income and gains are non-recurring. These charges, income and gains could be reasonably expected to recur in future results of operations.

These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part as a disclosure to improve the understanding of the Company’s operating results among the investing public and as a measure of a real estate asset company’s performance.

For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items (often significant). Other real estate companies may calculate FFO and Operating FFO in a different manner.

Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income have been provided below.

Reconciliation Presentation

FFO and Operating FFO were as follows (in thousands):


	Three Months
	Ended March 31,
	2026			2025		$ Change
FFO	$	(1,176	)	$	16,024	$	(17,200	)
Operating FFO		(1,884	)		8,282		(10,166	)

The decrease in FFO for the period ended March 31, 2026, as compared to the prior-year period, was primarily attributable to the impact of net property dispositions and condemnation revenue recorded in the prior-year period ended March 31, 2025, partially offset by an increase in interest income and a decrease in interest expense. The decrease in Operating FFO generally was due to the impact of net property dispositions partially offset by decreased interest expense and an increase in interest income.

The Company’s reconciliation of net income computed in accordance with GAAP to FFO and Operating FFO is as follows (in thousands). The Company provides no assurances that these charges and gains are non-recurring. These charges and gains could reasonably be expected to recur in future results of operations.


	Three Months
	Ended March 31,
	2026			2025
Net income	$	938		$	3,085
Depreciation and amortization of real estate investments		3,333			12,414
Equity in net loss (income) of joint ventures		152			(39	)
Joint ventures’ FFO(A)		947			1,593
Impairment of real estate		17,450			—
Gain on sale of joint venture interests		(19,989	)		—
Gain on disposition of real estate, net		(4,007	)		(1,029	)
FFO attributable to common shareholders		(1,176	)		16,024
Transaction and other		(803	)		122
Condemnation revenue		—			(8,379	)
Separation and other charges		95			515
Non-operating items, net		(708	)		(7,742	)
Operating FFO	$	(1,884	)	$	8,282

(A)

At March 31, 2026 and 2025, the Company had an economic investment in unconsolidated joint ventures which owned ten and 11 shopping center properties, respectively. These joint ventures represent the investments in which the Company recorded its share of equity in net income or loss and, accordingly, FFO and Operating FFO.

Joint ventures’ FFO and Operating FFO are summarized as follows (in thousands):


	Three Months
	Ended March 31,
	2026			2025
Net (loss) income attributable to unconsolidated joint ventures	$	(641	)	$	299
Depreciation and amortization of real estate investments		5,145			6,044
Gain on disposition of real estate, net		—			4
FFO	$	4,504		$	6,347
FFO at SITE Centers’ ownership interests	$	947		$	1,593
Operating FFO at SITE Centers’ ownership interests	$	947		$	1,593

LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES

The Company requires capital to fund its operating expenses, redevelopment activities and capital expenditures. The Company’s primary capital sources include cash on hand, cash flow from operations and proceeds from ongoing asset sales. The Company does not maintain a revolving credit facility and therefore plans to closely monitor and conservatively manage its liquidity and cash position as it pursues the sale of its remaining properties and monetization of its investment in the DTP joint venture and returns capital to shareholders. The Company expects to maintain sufficient cash reserves with proceeds from asset sales in order to satisfy and discharge expenses projected to be incurred, and any unknown or contingency claims or obligations which might arise, during the subsequent wind-up of its operations. The Company also expects to maintain an elevated cash balance pending resolution of the DTP

joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.

At March 31, 2026, the Company had an unrestricted cash balance of $193.5 million. As of March 31, 2026, the Company anticipates that it has approximately $15.4 million to be incurred to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement.

The Company had no consolidated indebtedness outstanding at March 31, 2026. As of March 31, 2026, the Company’s unconsolidated joint ventures had $380.6 million of indebtedness ($76.1 million at SITE Centers’ share).

The Company believes it has sufficient liquidity to operate its business at this time.

Unconsolidated Joint Ventures’ Mortgage Indebtedness – As of March 31, 2026

No assurance can be provided that outstanding indebtedness of the Company’s remaining joint venture will be refinanced or repaid as currently anticipated. Any future deterioration in property-level revenues may cause the joint venture to be unable to refinance maturing obligations or satisfy applicable covenants, financial tests or debt service requirements or loan maturity extension conditions in the future, thereby allowing the mortgage lender to assume control of property cash flows, limit distributions of cash to joint venture members, declare a default, increase the interest rate or accelerate the loan’s maturity. In addition, rising interest rates or challenged transaction markets may adversely impact the ability of the Company’s remaining joint venture to sell assets at attractive prices in order to repay indebtedness.

Cash Flow Activity

The Company’s cash flow activities are summarized as follows (in thousands):


	Three Months
	Ended March 31,
	2026			2025
Cash flow (used for) provided by operating activities	$	(4,307	)	$	5,723
Cash flow provided by (used for) investing activities		79,602			(3,250	)
Cash flow used for financing activities		(35	)		(518	)

Changes in cash flow for the period ended March 31, 2026, compared to the prior comparable period are as follows:

Operating Activities: Cash provided by operating activities decreased by $10.0 million primarily due to lower operating income as a result of disposition activity partially offset by increase in interest income and a decrease in interest expense.

Investing Activities: Cash from investing activities increased by $82.9 million primarily due to increased proceeds from disposition of real estate of $61.8 million and increased proceeds from the disposition of unconsolidated joint venture interests of $20.7 million.

Financing Activities: Cash used for financing activities decreased by $0.5 million primarily due to the scheduled principal payments made on the Company’s mortgage debt during the period ended March 31, 2025.

Dividend Distribution

No dividends were declared or paid on the Company’s common shares during the three months ended March 31, 2026 and 2025.

The decision to declare and pay future dividends on the Company’s common shares, as well as the timing, amount and composition of any such future dividends, will be at the discretion of the Company’s Board of Directors. The Company does not currently expect to make regular quarterly dividend payments in the future. The Company expects that the frequency and timing of future dividends will be influenced by operations, sales of its remaining assets and the resolution of the DTP joint venture, though the Company plans to closely monitor and conservatively manage its cash position in order to maintain sufficient cash reserves to satisfy and discharge expenses projected to be incurred, and any unknown or contingency claims or obligations which might arise, during the subsequent wind-up of its operations. The Company also expects to maintain an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.

The Company currently operates in a manner that allows it to qualify as a REIT and generally not be subject to U.S. federal income tax. U.S. federal income tax law generally requires that a REIT distribute annually to holders of its capital stock at least 90%

of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income. The Company may elect to surrender its REIT status in connection with the sale of its remaining assets and the anticipated wind-up of its operations in the event the Company determines that the anticipated benefits to the Company and its shareholders of maintaining REIT qualification do not exceed the related compliance costs or if the nature of the Company’s remaining operations makes compliance with REIT requirements impracticable.

SITE Centers’ Equity

In 2022, the Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares. As of March 31, 2026, the Company had repurchased an aggregate of 0.5 million of its common shares under this program at an aggregate cost of $26.6 million.

SOURCES AND USES OF CAPITAL

The Company remains committed to maintaining sufficient liquidity in order to fund its operating expenses, capital expenditures and expenses and liabilities to be incurred during the wind-up of its operations. The Company’s primary capital sources include cash on hand, cash flow from operations and proceeds from sales of its remaining wholly-owned properties and monetization of its investment in the DTP joint venture. The Company does not maintain a revolving credit facility and therefore plans to closely monitor and conservatively manage its cash position and expects to maintain an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.

Future Sales of Wholly-Owned Properties

The Company continues to pursue the marketing and sale of its remaining wholly-owned properties. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which our remaining properties are situated and other property-specific considerations. The majority of the Company’s wholly-owned retail properties are in various stages of contract negotiation or in the process of being marketed for sale, though no assurances can be given that such efforts will result in additional asset sales.

DTP Joint Venture

The Company owns a 20% interest in, and acts as the general partner of, the DTP joint venture, a joint venture with certain Chinese institutional investors which owns ten shopping centers located in the United States aggregating approximately 3.4 million square feet of GLA. As of March 31, 2026, the joint venture’s properties were encumbered by a mortgage loan in the aggregate principal amount of approximately $380.6 million which matures on January 11, 2029. The terms of the joint venture agreement contain restrictions on when and how the Company can monetize the value of its interests in the joint venture and generally requires the partner’s consent in order for the Company to sell its interest in the joint venture or the underlying properties owned by the joint venture. The Company is in discussions with its joint venture partner regarding options to resolve the joint venture and continues to maintain an elevated cash balance in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy-sell provision.

2026 Transactions Activity

Dispositions

From January 1, 2026 through May 4, 2026, the Company sold the following wholly-owned shopping centers (in thousands):


Date Sold	Property Name	City, State	Total Owned GLA		Gross Sales Price
February 2026	FlatAcres MarketCenter	Parker, Colorado		136	$	24,400
March 2026	3030 North Broadway	Chicago, Illinois		132		50,100
May 2026	Meadowmont Crossing	Chapel Hill, North Carolina		92		11,100
				360	$	85,600

Redevelopment Projects

At March 31, 2026, the estimated cost to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement was approximately $15.4 million.

CAPITALIZATION

At March 31, 2026, the Company’s capitalization consisted of $283.4 million of market equity (calculated as the number of common shares outstanding multiplied by $5.40, the closing price of the Company’s common shares on the New York Stock Exchange (the “NYSE”) at March 31, 2026).

We expect that the NYSE would commence the de-listing of the Company’s common shares from the exchange if (i) the average closing price of the Company’s common shares were to fall below $1.00 per share over a 30-consecutive-day trading period, (ii) the Company’s average market capitalization were to fall below $15 million over a 30‑consecutive-day trading period or (iii) the Company were to lose or terminate its REIT qualification (unless the resulting entity qualifies for an original listing as a corporation). The NYSE also has certain discretionary authority to de-list the Company’s common shares on an involuntary basis. The Company expects to voluntarily de-list its common shares from the NYSE as future distributions cause its stock price to approach levels that would trigger involuntary de-listing. If the Company’s common shares are de-listed, shareholders may have difficulty trading their common shares on the secondary market. De-listing would also eliminate the requirement that the Company’s Board of Directors be composed of a majority of independent directors.

In connection with the spin-off of Curbline, the Company used proceeds from the cross-collateralized mortgage facility together with proceeds from asset sales to repay all of the Company’s outstanding unsecured indebtedness and therefore no longer maintains a revolving line of credit or an investment grade rating. The Company may not be able to obtain financing on favorable terms, or at all, and therefore conservatively manages its cash balances and proceeds from asset sales in order to maintain the capital needed to fund its operations.

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

In conjunction with the redevelopment and re-tenanting of various shopping centers, the Company had entered into commitments with general contractors aggregating approximately $0.1 million for its properties (excluding Curbline redevelopment noted below) as of March 31, 2026. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through cash on hand, operating cash flows or asset sales. These contracts typically can be changed or terminated without penalty.

Additionally, the Separation and Distribution Agreement contains obligations to complete certain redevelopment projects at properties that are owned by Curbline. As of March 31, 2026, such redevelopment projects were estimated to cost $15.4 million to complete.

The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At March 31, 2026, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.3 million related to the maintenance of its properties and general and administrative expenses.

ECONOMIC CONDITIONS

The Company continues to witness retailer demand for space at shopping centers located in communities exhibiting favorable demographics, population growth and limited new construction of competing retail properties, though leasing conditions at certain of the Company’s remaining wholly-owned properties are challenged by local conditions, existing vacancy and other property-specific complexities.

The Company generally benefits from a diversified tenant base, where only four tenants’ annualized base rent equals or exceeds 3% of the Company’s annualized base rent plus the Company’s proportionate share of unconsolidated joint venture annualized base rent. Other significant national tenants generally have relatively strong financial positions, have outperformed other retail categories over time and the Company believes remain well-capitalized. Historically, these national tenants have provided a stable revenue base, and the Company believes that they will continue to provide a stable revenue base going forward, given the long-term nature of these leases. The majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus on value and convenience, versus discretionary items, which the Company believes will enable many of its tenants to outperform under a variety of economic conditions. The Company has relatively little reliance on overage or percentage rents generated by tenant sales performance.

The threat of increasing inflation, changing interest rates, political tensions, uncertainty over tariff policy, concerns over consumer confidence and the volatility of global capital markets pose risks to the U.S. economy, retail sales, and the Company’s tenants. In addition to these macroeconomic challenges, the retail sector has been affected by changing consumer behaviors, including the competitive nature of the retail business and the competition for the share of the consumer wallet. The Company routinely monitors the credit profiles of its tenants and analyzes the possible impact of any potential tenant credit issues on the financial statements of the Company and its unconsolidated joint ventures. In some cases, changing conditions have resulted in weaker retailers

and retail categories losing market share and declaring bankruptcy and/or closing stores. However, other retailers, specifically those in the value and convenience category, continue to launch new concepts and expand their store fleets in communities with attractive demographics. As a result, the Company believes that its prospects (and the prospects of purchasers of its properties) to backfill spaces vacated by non-renewing or bankrupt tenants are generally good, though such re-tenanting efforts would likely require additional capital expenditures and the opportunities to lease any vacant theater spaces may be more limited. However, there can be no assurance that existing or additional vacancies in the Company’s portfolio will not adversely affect the Company’s operating results or the valuation of its properties (see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025).

FORWARD-LOOKING STATEMENTS

MD&A should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s consolidated financial statements, including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements relating to future capital expenditures, financing sources, dispositions, the resolution of joint ventures, distributions to shareholders, and the Company’s wind-up strategy and costs and expenses relating thereto. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements, see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:

•

The Company may fail to dispose of its remaining properties on favorable terms or at all, especially in areas experiencing deteriorating economic conditions. Real estate investments can be illiquid and buyers may experience increased costs of financing or difficulties obtaining financing;

•

The Company may have difficulty realizing value from its DTP joint venture on account of its limited control over the joint venture and contractual restrictions set forth in the joint venture agreement;

•

Changes in interest rates, a downturn in the economy or disruptions in the financial markets could adversely affect the market price of the Company’s common shares, the valuation of its portfolio, its ability to sell properties and the prices realized therefor, as well as its performance and cash flow;

•

The Company may be unable to accurately project costs and expenses relating to its disposition and wind-up strategy and may encounter exposure to unexpected claims, liabilities or costs in connection therewith;

•

The Company may encounter loss of key personnel or disruptions in its property management or accounting functions in connection with the decreasing size of its operations;

•

The Company is subject to general risks affecting the real estate industry, including the need to enter into new leases or renew leases on favorable terms to generate rental revenues, and any economic downturn may adversely affect the ability of the Company’s tenants, or new tenants, to enter into new leases or the ability of the Company’s existing tenants to renew their leases at rates at least as favorable as their current rates;

•

The Company could be adversely affected by changes in the local markets where its properties are located, as well as by adverse changes in national economic and market conditions;

•

The Company may fail to anticipate the effects on its properties of changes in consumer buying practices, including sales over the internet and the resulting retailing practices and space needs of its tenants, or a general downturn in its tenants’ businesses, which may cause tenants to close stores or default in payment of rent;

•

The Company is subject to competition for tenants from other owners of retail properties, and its tenants are subject to competition from other retailers and methods of distribution. The Company is dependent upon the successful operations and

financial condition of its tenants, in particular its major tenants, and could be adversely affected by the bankruptcy of those tenants;

•

The Company may require greater time and financial resources to complete redevelopment projects (including construction obligations owing to Curbline Properties under the Shared Services Agreement) as a result of various factors, many of which are beyond the Company’s control, resulting in increased construction costs;

•

The Company does not maintain a revolving credit facility or investment grade rating and may encounter difficulties in obtaining financing on reasonable terms, or at all, to operate its business;

•

Inflationary pressures could result in reductions in retailer profitability, consumer discretionary spending and tenant demand to lease space. Inflation could also increase the costs incurred by the Company to operate its properties and finance its operations and could adversely impact the valuation of its properties, all of which could have an adverse effect on the market price of the Company’s common shares;

•

The Company may be unable to satisfy or comply with complex regulations related to its status as a REIT, including as a result of recent disposition activity and changes to the Company’s asset portfolio;

•

The Company must make distributions to shareholders to continue to qualify as a REIT, and if the Company must borrow funds to make distributions, those borrowings may not be available on favorable terms or at all;

•

Any de-listing of the Company’s common shares from the NYSE could adversely impact shareholders’ ability to sell shares when desired and the price obtained therefor;

•

The Company’s decision to dispose of real estate assets could result in material impairment losses and adversely affect the Company’s financial results;

•

The outcome of pending or future litigation, including litigation with tenants or joint venture partners, may adversely affect the Company’s results of operations and financial condition;

•

Property damage, expenses related thereto and other business and economic consequences (including the potential loss of revenue) resulting from extreme weather conditions or natural disasters in locations where the Company owns properties may adversely affect the Company’s results of operations, its financial condition and its ability to dispose of impacted properties;

•

Sufficiency and timing of any insurance recovery payments related to damages and lost revenues from extreme weather conditions or natural disasters may adversely affect the Company’s results of operations and financial condition;

•

The Company may incur liability for injuries to persons, property or the environment occurring on or near its properties and such losses may be uninsured or exceed policy coverage;

•

The Company and its tenants could be negatively affected by the impacts of pandemics and other public health crises;

•

The Company could be subject to potential liabilities, increased costs, reputation harm and other adverse effects on the Company’s business due to stakeholders’, including regulators’, views regarding the Company’s environmental, social and governance initiatives and disclosures or lack thereof, and the impact of factors outside of the Company’s control on such initiatives and disclosures;

•

The Company could incur additional expenses to comply with or respond to claims under the Americans with Disabilities Act or otherwise be adversely affected by changes in government regulations, including changes in environmental, zoning, tax and other regulations;

•

The Company’s Board of Directors, which regularly reviews the Company’s business strategy and objectives, may change the Company’s strategic plan based on a variety of factors and conditions, including in response to changing market conditions;

•

The Company may be negatively impacted by any change in the Company’s relationship with Curbline Properties and the Company may be unable to retain qualified leadership and adequately manage its business in the event the Shared Services Agreement is terminated;

•

Potential conflicts of interest with Curbline Properties and

•

The Company and its vendors could sustain a disruption, failure or breach of their respective networks and systems, including as a result of cyber-attacks, including those that leverage artificial intelligence, which could disrupt the Company’s business operations, compromise the confidentiality of sensitive information and result in fines or penalties.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s primary market risk exposure is interest rate risk through its unconsolidated joint ventures. At March 31, 2026 and December 31, 2025, the Company had no outstanding consolidated debt. The Company’s unconsolidated joint ventures’ indebtedness at its carrying value is summarized as follows:


	March 31, 2026									December 31, 2025
	Joint Venture Debt (Millions)		Company's Proportionate Share (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Joint Venture Debt (Millions)		Company's Proportionate Share (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate
Fixed-Rate Debt	$	370.2	$	74.0		2.8		6.4	%	$	369.3	$	73.9		3.0		6.4	%
Variable-Rate Debt	$	—	$	—		—		—		$	59.9	$	29.8		0.9		5.0	%

An estimate of the effect of a 100 basis-point increase at March 31, 2026 and December 31, 2025, is summarized as follows (in millions):


	March 31, 2026						December 31, 2025
	Carrying Value		Fair Value		100 Basis-Point Increase in Market Interest Rate		Carrying Value		Fair Value		100 Basis-Point Increase in Market Interest Rate
Company’s proportionate share of joint venture fixed-rate debt	$	74.0	$	75.2	$	73.4	$	73.9	$	75.7	$	73.7

The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of March 31, 2026, the Company had no other material exposure to market risk.

Item 4. CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b), of the effectiveness of our disclosure controls and procedures. Based on their evaluation as required, the CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and were effective as of the end of such period to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

During the three months ended March 31, 2026, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

Item 1A. RISK FACTORS

None.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES


	(a)		(b)		(c)		(d)
	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (Millions)
January 1–31, 2026		—	$	—		—	$	—
February 1–28, 2026		—		—		—		—
March 1–31, 2026		—		—		—		—
Total		—	$	—		—	$	73.4

On December 20, 2022, the Company announced that its Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares. As of March 31, 2026, the Company had repurchased 0.5 million of its common shares under this program in open market purchases in the aggregate at a cost of $26.6 million.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS


31.1		Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 19341

31.2		Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 19341

32.1		Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 20021,2

32.2		Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 20021,2

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document1

101.SCH		Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document1

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 has been formatted in Inline XBRL and included in Exhibit 101.

Submitted electronically herewith.

Pursuant to SEC Release No. 34-47551, these exhibits are deemed to accompany this report and are not “filed” as part of this report.

Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, (ii) Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2026 and 2025, (iii) Consolidated Statements of Equity for the Three Months Ended March 31, 2026 and 2025, (iv) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 and (v) Notes to Condensed Consolidated Financial Statements.

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.


	SITE CENTERS CORP.

	By:	/s/ Jeffrey A. Scott
		Name:	Jeffrey A. Scott
		Title:	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
Date: May 7, 2026

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Date	Price Target	Rating	Analyst
2/27/2026		Overweight → Neutral	Piper Sandler
9/9/2025	$10.00	Neutral	Ladenburg Thalmann
10/7/2024		Overweight → Sector Weight	KeyBanc Capital Markets
10/2/2024	$19.00	Overweight → Equal Weight	Wells Fargo
1/5/2024		Outperform → Peer Perform	Wolfe Research
9/20/2023	$15.00	Equal Weight → Overweight	Wells Fargo
5/24/2023	$12.50	Equal Weight	Wells Fargo
1/10/2023	$14.00 → $13.00	Buy → Neutral	Mizuho

SEC Form 10-Q filed by SITE Centers Corp.

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