Simon Property Group, Inc.

Customer and revenue · Revenue concentration in specific products or segments

Additionally, a portion of our lease income is derived from overage rents based on reported sales over a stated base amount that directly depend on the reported sales volume of our retail tenants. Accordingly, declines in our tenants' reported sales performance could reduce the income produced by our properties.

Strategic execution · Joint venture and partnership risks

We have limited control with respect to some properties that are partially owned or managed by third parties, which may adversely affect our ability to sell or refinance them...These investments, and other future similar investments, could involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt.

Strategic execution · Geographic expansion and market entry

We may pursue additional investment, ownership, development and redevelopment/expansion opportunities outside the United States. Such international activities carry risks that are different from, or may be of a different magnitude than, those we face with our domestic properties and operations.

Strategic execution · Merger acquisition and divestiture risks

We face risks associated with the acquisition, development, redevelopment and expansion of properties...we may not be able to integrate an acquisition into our existing operations successfully; and acquisitions of new properties will expose us to the liabilities of those properties, some of which we may not be aware of at the time of the acquisition.

Customer and revenue · Revenue concentration in specific products or segments

Additionally, a portion of our lease income is derived from overage rents based on reported sales over a stated base amount that directly depend on the reported sales volume of our retail tenants. Accordingly, declines in our tenants' reported sales performance could reduce the income produced by our properties.

Market and investment · Asset valuation and impairment

A reduction in the cash flows generated by our properties and the values of our properties could result in impairments or limit our ability to dispose of them at attractive prices or obtain debt financing secured by our properties.

Credit and liquidity · Liquidity and cash flow constraints

REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan. In order for Simon and the Subsidiary REITs to qualify to be taxed as REITs...each such entity generally must distribute at least 90% of its REIT taxable income...to their respective equity holders each year.

Credit and liquidity · Debt service and covenant compliance

The agreements that govern our indebtedness contain various covenants that impose restrictions on us that might affect our ability to operate freely...Certain of the agreements that govern our indebtedness contain financial covenants that require us to maintain certain financial ratios, including certain coverage ratios.

Credit and liquidity · Credit risk and customer defaults

We face potential adverse effects from tenant bankruptcies. Bankruptcy filings by retailers can occur regularly in the course of our operations...If a tenant files for bankruptcy, the tenant may have the right to reject and terminate one or more of its leases with us, and we cannot be sure that it will affirm one or more of its leases and continue to make rental payments to us in a timely manner.

Credit and liquidity · Access to capital and financing

Disruption in the capital and credit markets may increase the cost of capital and may adversely affect our ability to access external financings for our growth and ongoing debt service requirements. We depend on free cash flow and external financings, principally debt financings, to fund the growth of our business.

Natural and catastrophic events · Natural disasters and extreme weather

Some of our properties are subject to potential natural or other disasters. A material amount of our share of NOI is derived in states such as Florida, California, Texas and New York which are located in areas which may be subject to a higher risk of natural disasters such as tornados, floods, blizzards, hurricanes, heatwaves, fires, drought, earthquakes or tsunamis.

Industry regulation · Safety and environmental regulations

As owners of real estate, we can face liabilities for environmental contamination, and our efforts to identify environmental liabilities may not be successful...we may be subject to regulatory action in connection with U.S. federal, state and local laws and regulations relating to hazardous or toxic substances.

Legal and litigation · Litigation and legal proceedings

Disputes between us and partners or other owners might result in litigation or arbitration that could increase our expenses and prevent Simon's officers and/or directors from focusing their time and efforts on our business.

Human capital and workforce · Key personnel dependence and succession

Our success depends, in part, on our ability to attract, motivate, retain and develop talented employees, and our failure to do so, including the loss of any one of our key personnel, could adversely impact our business...Many of our senior executives have extensive experience and strong reputations in the real estate industry...Losing any one or more of these persons could adversely affect our business.

Core operations · Capacity utilization and efficiency

Vacant space at our properties could materially and adversely affect us. Certain of our properties have had vacant space available for prospective tenants, and those properties may continue to experience, and other properties may commence experiencing, such oversupply in the future.

Supply chain and procurement · Supplier financial distress and capability

These investments, and other future similar investments, could involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions.

Supply chain and procurement · Raw material availability and cost volatility

We face risks associated with the acquisition, development, redevelopment and expansion of properties...we may face construction delays or higher construction costs caused by potential increases in the cost of imported goods and materials due to threatened or implemented tariffs and international trade disputes, supply chain disruptions and/or shortages.

Cybersecurity and data protection · Insider threats and access controls

We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information...unauthorized parties, whether within or outside the Company, may disrupt or gain access to our IT Systems...through human error, misfeasance, fraud, trickery, or other forms of deceit.

Information management · Technology vendor dependence

We rely on computer systems, hardware, software, technology infrastructure and online sites for the operation of our business...we also rely on third parties for a range of IT Systems and related products and services.

Digital transformation and innovation · Artificial intelligence and automation

Artificial generative intelligence technologies present risks related to the control of our proprietary business information, keeping such information confidential, and emerging regulatory risk, any or all of which may adversely affect our business and results of operations...Where a generative AI or machine learning model ingests our proprietary information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information.