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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 June 30, 2026, the Company’s portfolio consisted of 14 shopping centers (including 10 shopping centers owned through the Dividend Trust Portfolio (“DTP”), an unconsolidated joint venture). At June 30, 2026, the Company owned approximately 3.9 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 Six Months
Ended June 30, Ended June 30,
2026 2025 2026 2025
Net (loss) income $ (1,304 ) $ 46,504 $ (366 ) $ 49,589
FFO $ (4,551 ) $ 6,935 $ (5,727 ) $ 22,959
Operating FFO $ (4,569 ) $ 8,347 $ (6,453 ) $ 16,629
Earnings per share – Diluted $ (0.03 ) $ 0.88 $ (0.01 ) $ 0.94
For the six months ended June 30, 2026, the decrease in Net (loss) income, as compared to the prior-year period, primarily was the result of impairment charges, a decrease in rental income as a result of property dispositions, a decrease in gains on the disposition of real estate and a decrease in condemnation revenue, partially offset by the gain on the sale of joint venture interests, an increase in interest income and decreases in interest expense and depreciation and amortization expense.
SITE Centers Strategy
The Company continues to pursue the monetization of its investment in the DTP joint venture and the sale of its remaining wholly-owned properties, though no assurances can be given that such efforts will result in additional asset sales. The Company has entered into agreements to sell Shoppes at Paradise Pointe (Fort Walton Beach, Florida) and The Maxwell (Chicago, Illinois) for approximately $8.4 million and $15.3 million in cash, respectively, subject to adjustment for certain closing pro-rations, allocations and credits. The general due diligence period has expired under both of these sale agreements and the closings are expected to occur by the end of the third quarter of 2026. These closings remain subject to customary conditions, including, but not limited to, delivery of estoppel letters from tenants, the accuracy of the Company’s representations in all material respects and the absence of material casualty or condemnation events.
The timing of remaining asset sales may be impacted by general economic conditions, local conditions in the markets in which the Company’s remaining properties are situated and other property-specific considerations. Prospects for selling the retail condominium units that comprise The Blocks (Portland, Oregon) may be impacted by challenging local conditions and vacancy, and timing and the amount of proceeds from the sale of the Company’s corporate headquarters (Beachwood, Ohio) may be impacted by Curbline Properties Corp.’s (“Curbline Properties” or “Curbline”) contractual option to lease space in the buildings.
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 interests in the joint venture). The Company is in discussions with its joint venture partner and continues to maintain an elevated cash balance in order to maximize the Company’s alternatives for monetizing its joint venture investment. On June 29, 2026, the Company delivered a buy-sell notice to its partner under the joint venture agreement. Pursuant to the terms of the joint venture agreement, unless an alternative consensual resolution is agreed between the Company and its partner, the partner is required to inform the Company by August 31, 2026 of its decision to either purchase the Company’s 20% interest in the
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joint venture for a price of approximately $32.4 million or sell its 80% interest in the joint venture to the Company for a price of approximately $129.6 million. Pursuant to the terms of the joint venture agreement, closing of the transaction should occur no later than October 15, 2026. No assurances can be given that the partner will comply with the terms of the joint venture agreement or perform its obligations under the joint venture agreement with respect to the buy-sell notice. With its partner’s consent, the Company may continue to explore the sale of its interests in the joint venture to third parties as an alternative to completing the buy-sell transaction.
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 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.
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 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 expected termination of the Shared Services Agreement on October 1, 2027 as a result of the contractual obligations and services owing to Curbline thereunder.
Transaction and Capital Market Highlights
Transaction and capital market highlights through July 31, 2026 include the following:
•Sold five wholly-owned shopping centers and a land parcel for aggregate sales prices of $147.0 million; and
•Paid a special cash dividend of $1.00 per common share on July 31, 2026.
•Sold the Company’s interests in the RVIP IIIB joint venture that owned Deer Park Town Center (Deer Park, Illinois).
Operations
Operational data for the Company’s retail portfolio at June 30, 2026, include the following:
•Total portfolio average annualized base rent per square foot was $18.40 at June 30, 2026, as compared to $22.61 at December 31, 2025 and $19.83 at June 30, 2025, all on a pro rata basis, respectively and
•The aggregate occupancy of the Company’s operating shopping center portfolio was 81.1% at June 30, 2026, as compared to 85.9% at December 31, 2025 and 87.5% at June 30, 2025, all on a pro rata basis.
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.
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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 June 30,
2026 2025 $ Change
Rental income(A) $ 6,847 $ 30,662 $ (23,815 )
Fee and other income 3,846 2,808 1,038
Total revenues $ 10,693 $ 33,470 $ (22,777 )
Six Months
Ended June 30,
2026 2025 $ Change
Rental income(A) $ 16,088 $ 62,112 $ (46,024 )
Fee and other income(B) 7,621 13,981 (6,360 )
Total revenues $ 23,709 $ 76,093 $ (52,384 )
(A)The following table summarizes the key components of Rental income (in thousands):
Three Months
Ended June 30,
Contractual Lease Payments 2026 2025 $ Change
Base and percentage rental income $ 5,089 $ 22,145 $ (17,056 )
Recoveries from tenants 1,708 7,900 (6,192 )
Uncollectible revenue (121 ) 228 (349 )
Lease termination fees, ancillary and other rental income 171 389 (218 )
Total contractual lease payments $ 6,847 $ 30,662 $ (23,815 )
Six Months
Ended June 30,
Contractual Lease Payments 2026 2025 $ Change
Base and percentage rental income(1) $ 11,891 $ 44,900 $ (33,009 )
Recoveries from tenants(2) 3,838 16,302 (12,464 )
Uncollectible revenue(3) (85 ) 120 (205 )
Lease termination fees, ancillary and other rental income 444 790 (346 )
Total contractual lease payments $ 16,088 $ 62,112 $ (46,024 )
(1)The changes in base and percentage rental income were due to the following (in millions):
Increase (Decrease)
Comparable Portfolio Properties $ —
Disposition of shopping centers (33.0 )
Straight-line rents —
Total $ (33.0 )
At June 30, 2026 and 2025, the Company owned four and 20 wholly-owned retail properties as of each balance sheet date that had an aggregate occupancy rate of 66.9% and 87.2% and an average annualized base rent per occupied square foot of $24.12 and $20.01, 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.
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(2)Recoveries from tenants were approximately 38.8% and 70.9% of operating expenses and real estate taxes for the six months ended June 30, 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 six months ended June 30, 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 June 30,
2026 2025 $ Change
Operating and maintenance $ 3,776 $ 6,457 $ (2,681 )
Real estate taxes 1,173 4,690 (3,517 )
Impairment charges 1,000 — 1,000
General and administrative 9,229 9,418 (189 )
Depreciation and amortization 3,894 12,921 (9,027 )
$ 19,072 $ 33,486 $ (14,414 )
Six Months
Ended June 30,
2026 2025 $ Change
Operating and maintenance(A) $ 7,069 $ 13,589 $ (6,520 )
Real estate taxes(A) 2,815 9,411 (6,596 )
Impairment charges(B) 18,450 — 18,450
General and administrative 18,128 18,813 (685 )
Depreciation and amortization(A) 8,911 26,173 (17,262 )
$ 55,373 $ 67,986 $ (12,613 )
(A)The changes were due to the following (in millions):
Operating and Maintenance Real Estate Taxes Depreciation and Amortization
Comparable Portfolio Properties $ 1.2 $ 0.1 $ (0.8 )
Disposition of shopping centers (7.7 ) (6.7 ) (16.5 )
$ (6.5 ) $ (6.6 ) $ (17.3 )
(B)The Company recorded $18.5 million of impairment charges for the six months ended June 30, 2026 triggered by purchase offers received. Impairment charges are presented in Note 6, “Impairment Charges,” to the Company’s consolidated financial statements included herein.
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Other Income and Expenses (in thousands)
Three Months
Ended June 30,
2026 2025 $ Change
Interest expense $ — $ (5,304 ) $ 5,304
Interest income 1,615 722 893
Debt extinguishment costs — (504 ) 504
Other income (expense), net (1,777 ) (1,383 ) (394 )
$ (162 ) $ (6,469 ) $ 6,307
Six Months
Ended June 30,
2026 2025 $ Change
Interest expense(A) $ — $ (10,766 ) $ 10,766
Interest income(B) 2,806 1,083 1,723
Debt extinguishment costs — (504 ) 504
Other income (expense), net(C) (2,771 ) (2,239 ) (532 )
$ 35 $ (12,426 ) $ 12,461
(A)As of June 30, 2026, the Company had no outstanding indebtedness. As of June 30, 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 $292.0 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 June 30,
2026 2025 $ Change
Equity in net loss of joint ventures $ (449 ) $ (68 ) $ (381 )
Gain on disposition of real estate, net 7,804 53,236 (45,432 )
Tax expense of taxable REIT subsidiary and state franchise and income taxes (118 ) (179 ) 61
Six Months
Ended June 30,
2026 2025 $ Change
Equity in net loss of joint ventures(A) $ (601 ) $ (29 ) $ (572 )
Gain on sale of joint venture interests(B) 19,989 — 19,989
Gain on disposition of real estate, net(C) 11,811 54,265 (42,454 )
Tax benefit (expense) of taxable REIT subsidiary and state franchise and income taxes 64 (328 ) 392
(A)At June 30, 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 the Company’s remaining 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 four and two wholly-owned shopping centers in the periods ended June 30, 2026 and 2025, respectively.
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Net Income (in thousands)
Three Months
Ended June 30,
2026 2025 $ Change
Net (loss) income $ (1,304 ) $ 46,504 $ (47,808 )
Six Months
Ended June 30,
2026 2025 $ Change
Net (loss) income $ (366 ) $ 49,589 $ (49,955 )
The decrease in net income in the period ended June 30, 2026, as compared to the prior-year period, primarily was the result of impairment charges, a decrease in rental income as a result of property dispositions, a decrease in gains on the disposition of real estate and a decrease in condemnation revenue, partially offset by the gain on the sale of joint venture interests, an increase in interest income and decreases in interest expense and depreciation and amortization expense.
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.
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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 June 30,
2026 2025 $ Change
FFO $ (4,551 ) $ 6,935 $ (11,486 )
Operating FFO (4,569 ) 8,347 (12,916 )
Six Months
Ended June 30,
2026 2025 $ Change
FFO $ (5,727 ) $ 22,959 $ (28,686 )
Operating FFO (6,453 ) 16,629 (23,082 )
The decrease in FFO for the period ended June 30, 2026, as compared to the prior-year period, was primarily attributable to the net impact of property dispositions and condemnation revenue recorded in the prior-year period, partially offset by an increase in interest income and a decrease in interest expense. The decrease in Operating FFO generally was due to the net impact of property dispositions partially offset by decreased interest expense and an increase in interest income.
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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 Six Months
Ended June 30, Ended June 30,
2026 2025 2026 2025
Net (loss) income $ (1,304 ) $ 46,504 $ (366 ) $ 49,589
Depreciation and amortization of real estate investments 2,387 12,054 5,720 24,468
Equity in net loss of joint ventures 449 68 601 29
Joint ventures’ FFO(A) 721 1,545 1,668 3,138
Impairment of real estate 1,000 — 18,450 —
Gain on sale of joint venture interests — — (19,989 ) —
Gain on disposition of real estate, net (7,804 ) (53,236 ) (11,811 ) (54,265 )
FFO attributable to common shareholders (4,551 ) 6,935 (5,727 ) 22,959
Transaction and other (18 ) 1,252 (821 ) 1,374
Condemnation revenue — — — (8,379 )
Separation and other charges — 160 95 675
Non-operating items, net (18 ) 1,412 (726 ) (6,330 )
Operating FFO $ (4,569 ) $ 8,347 $ (6,453 ) $ 16,629
(A)At June 30, 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 Six Months
Ended June 30, Ended June 30,
2026 2025 2026 2025
Net (loss) income attributable to unconsolidated joint ventures $ (2,165 ) $ (84 ) $ (2,806 ) $ 215
Depreciation and amortization of real estate investments 5,769 6,340 10,914 12,384
Gain on disposition of real estate, net — (5 ) — (1 )
FFO $ 3,604 $ 6,251 $ 8,108 $ 12,598
FFO at SITE Centers’ ownership interests $ 721 $ 1,545 $ 1,668 $ 3,138
Operating FFO at SITE Centers’ ownership interests $ 721 $ 1,545 $ 1,668 $ 3,138
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 any discharge expenses projected to be incurred, and to pay 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 purchase of its partner’s interest through the joint venture’s buy-sell provision.
At June 30, 2026, the Company had an unrestricted cash balance of $238.9 million. As of June 30, 2026, the Company anticipates that it has approximately $8.5 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 also paid a special cash dividend of $1.00 per share ($52.7 million in the aggregate) to common shareholders on July 31, 2026.
The Company had no consolidated indebtedness outstanding at June 30, 2026. As of June 30, 2026, the Company’s unconsolidated joint venture 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.
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Unconsolidated Joint Venture’s Mortgage Indebtedness – As of June 30, 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):
Six Months
Ended June 30,
2026 2025
Cash flow (used for) provided by operating activities $ (14,455 ) $ 22,933
Cash flow provided by investing activities 133,016 86,838
Cash flow used for financing activities (35 ) (14,915 )
Changes in cash flow for the period ended June 30, 2026, compared to the prior comparable period are as follows:
Operating Activities: Cash provided by operating activities decreased by $37.4 million primarily due to lower net operating income as a result of disposition activity partially offset by an increase in interest income and a decrease in interest expense.
Investing Activities: Cash from investing activities increased by $46.2 million primarily due to increased proceeds from disposition of real estate of $24.9 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 $14.9 million primarily due to scheduled principal payments made on the Company’s mortgage debt and required payments due to sales on the Company’s mortgage facility during the period ended June 30, 2025.
Dividend Distribution
The Company declared a special cash dividend of $52.7 million on the Company’s common shares during the six months ended June 30, 2026. The Company declared special cash dividends of $79.1 million on the Company’s common shares during the six months ended June 30, 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 purchase of its partner’s interests through 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.
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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 June 30, 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 purchase of its partner’s interests through the joint venture’s buy-sell provision.
Future Sales of Wholly-Owned Properties
The Company continues to pursue the sale of its remaining wholly-owned properties, though no assurances can be given that such efforts will result in additional asset sales. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which the Company’s remaining properties are situated and other property-specific considerations.
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 June 30, 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 and continues to maintain an elevated cash balance in order to maximize the Company’s alternatives for monetizing its joint venture investment. On June 29, 2026, the Company delivered a buy-sell notice to its partner under the joint venture agreement. Pursuant to the terms of the joint venture agreement, unless an alternative consensual resolution is agreed between the Company and its partner, the partner is required to inform the Company by August 31, 2026 of its decision to either purchase the Company’s 20% interest in the joint venture for a price of approximately $32.4 million or sell its 80% interest in the joint venture to the Company for a price of approximately $129.6 million. Pursuant to the terms of the joint venture agreement, closing of the transaction should occur no later than October 15, 2026. No assurances can be given that the partner will comply with the terms of the joint venture agreement or perform its obligations under the joint venture agreement with respect to the buy-sell notice. With its partner’s consent, the Company may continue to explore the sale of its interests in the joint venture to third parties as an alternative to completing the buy-sell transaction.
2026 Transactions Activity
Dispositions
From January 1, 2026 through July 31, 2026, the Company sold the following wholly-owned shopping centers and a land parcel (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 11,050
June 2026 The Pike Outlets Long Beach, California 389 50,000
July 2026 Undeveloped land parcel Freehold, New Jersey — 450
July 2026 Meadowmont Market Chapel Hill, North Carolina 49 11,000
798 $ 147,000
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Redevelopment Projects
At June 30, 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 $8.5 million.
CAPITALIZATION
At June 30, 2026, the Company’s capitalization consisted of $208.3 million of market equity (calculated as the number of common shares outstanding multiplied by $3.97, the closing price of the Company’s common shares on the New York Stock Exchange (the “NYSE”) at June 30, 2026).
The Company expects that the NYSE will 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 Company then 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.
The Company 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
The Separation and Distribution Agreement contains obligations to complete certain redevelopment projects at properties that are owned by Curbline. As of June 30, 2026, such redevelopment projects were estimated to cost $8.5 million to complete.
ECONOMIC CONDITIONS
The Company continues to pursue the sale of its remaining wholly-owned properties and the monetization of its investment in the DTP joint venture. Accordingly, the economic conditions most relevant to the Company are those affecting the commercial real estate transaction market, including purchaser demand, the availability and cost of acquisition financing, capitalization rates and other valuation metrics and local property-level conditions at the Company’s remaining assets.
Changes in interest rates, broader economic conditions, capital markets volatility and other factors may affect the timing of asset sales, the prices realized and the Company’s ability to complete its wind-up strategy. Tenant demand, tenant credit conditions and leasing activity remain relevant principally to the extent they affect property-level cash flows and the valuation of the Company’s remaining properties pending disposition.
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.
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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’s properties are 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 Separation and Distribution 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 charges 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;
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•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.