10-Q

SITE Centers Corp.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except share amounts)


	September 30, 2026			December 31, 2025
Assets
Land	$	5,111		$	47,182
Buildings		65,474			338,527
Fixtures and tenant improvements		52,958			170,247
		123,543			555,956
Less: Accumulated depreciation		(80,760	)		(332,774	)
		42,783			223,182
Construction in progress and land		104			2,554
Total real estate assets, net		42,887			225,736
Investments in and advances to joint ventures		25,460			27,676
Cash and cash equivalents		200,207			119,034
Restricted cash		1,588			3,781
Accounts receivable		6,065			13,015
Amounts receivable from Curbline		455			902
Other assets, net		8,754			28,593
Real estate and other assets held for sale		15,092			—
Total assets	$	300,508		$	418,737
Liabilities and Equity
Amounts payable to Curbline		6,512			22,107
Accounts payable and other liabilities		15,632			61,865
Liabilities held for sale		1,211			—
Total liabilities		23,355			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 September 30, 2026 and December 31, 2025, respectively		5,248			5,247
Additional paid-in capital		3,981,725			3,981,084
Accumulated distributions in excess of net income		(3,709,789	)		(3,651,338	)
Less: Common shares in treasury at cost: 5,045 and 4,847 shares at September 30, 2026 and December 31, 2025, respectively		(31	)		(228	)
Total equity		277,153			334,765
	$	300,508		$	418,737

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

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited; in thousands, except per share amounts)


	Three Months
	Ended September 30,
	2026			2025
Revenues from operations:
Rental income	$	4,471		$	24,203
Fee and other income		4,091			2,897
		8,562			27,100
Rental operation expenses:
Operating and maintenance		1,712			5,505
Real estate taxes		647			3,895
Impairment charges		2,000			106,570
General and administrative		8,995			10,295
Depreciation and amortization		2,432			10,768
		15,786			137,033
Other income (expense):
Interest expense		—			(3,941	)
Interest income		1,811			1,411
Debt extinguishment costs		—			(576	)
Other income (expense), net		(1,577	)		(831	)
		234			(3,937	)
Loss before earnings from equity method investments and other items		(6,990	)		(113,870	)
Equity in net loss of joint ventures		(147	)		(499	)
Gain on disposition of real estate, net		1,852			108,401
Loss before tax expense		(5,285	)		(5,968	)
Tax expense of taxable REIT subsidiary and state franchise and income taxes		(109	)		(190	)
Net loss	$	(5,394	)	$	(6,158	)

Per share data:
Basic:	$	(0.10	)	$	(0.13	)
Diluted:	$	(0.10	)	$	(0.13	)

Net loss	$	(5,394	)	$	(6,158	)
Amount reclassified to earnings - cash flow hedges		—			(1,298	)
Comprehensive loss	$	(5,394	)	$	(7,456	)

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

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(unaudited; in thousands, except per share amounts)


	Nine Months
	Ended September 30,
	2026			2025
Revenues from operations:
Rental income	$	20,559		$	86,315
Fee and other income		11,712			16,878
		32,271			103,193
Rental operation expenses:
Operating and maintenance		8,781			19,094
Real estate taxes		3,462			13,306
Impairment charges		20,450			106,570
General and administrative		27,123			29,108
Depreciation and amortization		11,343			36,941
		71,159			205,019
Other income (expense):
Interest expense		—			(14,707	)
Interest income		4,617			2,494
Debt extinguishment costs		—			(1,080	)
Other income (expense), net		(4,348	)		(3,070	)
		269			(16,363	)
Loss before earnings from equity method investments and other items		(38,619	)		(118,189	)
Equity in net loss of joint ventures		(748	)		(528	)
Gain on sale of joint venture interests		19,989			—
Gain on disposition of real estate, net		13,663			162,666
(Loss) income before tax expense		(5,715	)		43,949
Tax expense of taxable REIT subsidiary and state franchise and income taxes		(45	)		(518	)
Net (loss) income	$	(5,760	)	$	43,431

Per share data:
Basic:	$	(0.11	)	$	0.80
Diluted:	$	(0.11	)	$	0.80

Net (loss) income	$	(5,760	)	$	43,431
Amount reclassified to earnings - cash flow hedges		—			(2,578	)
Comprehensive (loss) income	$	(5,760	)	$	40,853

The accompanying notes are an integral part of these 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		357		—			—		—		193			551
Dividend declared		—		—		(52,691	)		—		—		—			(52,691	)
Comprehensive loss		—		—		(366	)		—		—		—			(366	)
Balance, June 30, 2026		5,248		3,981,441		(3,704,395	)		—		—		(35	)		282,259
Stock-based compensation, net		—		284		—			—		—		4			288
Comprehensive loss		—		—		(5,394	)		—		—		—			(5,394	)
Balance, September 30, 2026	$	5,248	$	3,981,725	$	(3,709,789	)	$	—	$	—	$	(31	)	$	277,153


	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		—		(385	)		—			(45	)		—			1,113			683
Termination of deferred compensation plan		—		—			—			(7,996	)		—			7,996			—
Dividend declared		—		—			(79,054	)		—			—			—			(79,054	)
Comprehensive income (loss)		—		—			49,589			—			(1,280	)		—			48,309
Balance, June 30, 2025		5,247		3,981,212			(3,502,923	)		—			4,192			(1,046	)		486,682
Stock-based compensation, net		—		343			—			—			—			—			343
Dividend declared		—		—			(171,283	)		—			—			—			(171,283	)
Comprehensive loss		—		—			(6,158	)		—			(1,298	)		—			(7,456	)
Balance, September 30, 2025	$	5,247	$	3,981,555		$	(3,680,364	)	$	—		$	2,894		$	(1,046	)	$	308,286

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

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)


	Nine Months
	Ended September 30,
	2026			2025
Cash flow from operating activities:
Net (loss) income	$	(5,760	)	$	43,431
Adjustments to reconcile net (loss) income to net cash flow (used for) provided by operating activities:
Depreciation and amortization		11,343			36,941
Stock-based compensation		878			1,044
Amortization and write-off of debt issuance costs, commitment fees and fair market value of debt adjustments		—			3,044
Equity in net loss of joint ventures		748			528
Gain on sale of joint venture interests		(19,989	)		—
Gain on disposition of real estate, net		(13,663	)		(162,666	)
Impairment charges		20,450			106,570
Loss on abandoned tenant lease costs		—			911
Net change in accounts receivable		3,137			7,909
Net change in accounts payable and accrued expenses		(17,941	)		(2,291	)
Net change in other operating assets and liabilities		233			(7,337	)
Total adjustments		(14,804	)		(15,347	)
Net cash flow (used for) provided by operating activities		(20,564	)		28,084
Cash flow from investing activities:
Real estate developed and improvements to operating real estate		(4,604	)		(9,325	)
Proceeds from disposition of real estate		135,387			357,546
Proceeds from disposition of joint venture		20,713			—
Distributions from unconsolidated joint venture		800			500
Equity contributions to joint ventures		(22	)		(9	)
Net cash flow provided by investing activities		152,274			348,712
Cash flow from financing activities:
Repayment of mortgage debt		—			(55,481	)
Payment of debt issuance costs		—			(6	)
Payment of debt extinguishment costs		—			(228	)
Repurchase of common shares in conjunction with equity award plans		(39	)		(93	)
Dividends paid		(52,691	)		(250,336	)
Net cash flow used for financing activities		(52,730	)		(306,144	)

Net increase in cash, cash equivalents and restricted cash		78,980			70,652
Cash, cash equivalents and restricted cash, beginning of period		122,815			67,666
Cash, cash equivalents and restricted cash, end of period	$	201,795		$	138,318

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

Notes to Consolidated Financial Statements

Nature of Business and Financial Statement Presentation

Nature of Business

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”). As of September 30, 2026, the Company’s portfolio consisted of 12 retail centers (including 10 shopping centers owned through the Dividend Trust Portfolio (“DTP”), an unconsolidated joint venture), comprising approximately 3.7 million square feet of gross leasable area (“GLA”) (wholly-owned and joint venture). In addition, as of September 30, 2026, the Company owned two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA (approximately 217,000 leasable square feet), a portion of which serves as the Company’s headquarters. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries.

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 reporting period. 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 and nine months ended September 30, 2026 and 2025 are not necessarily indicative of the results that may be expected for the full year. These 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 (loss).

Disposition of Real Estate

For the three and nine months ended September 30, 2026, the Company received gross sales price of $19.9 million and $155.4 million from the sale of a land parcel and two and six wholly-owned shopping centers resulting in a gain on disposition of $1.9 million and $12.4 million, respectively. In addition, in January 2026, 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 and nine months ended September 30, 2025, the Company received gross sales price of $277.2 million and $372.5 million from the sale of four and six wholly-owned shopping centers resulting in a gain on disposition of $108.2 million and $159.7 million, respectively. In addition, during the nine months ended September 30, 2025, 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.

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):


	Nine Months
	Ended September 30,
	2026		2025
Accounts payable related to construction in progress	$	—	$	0.9

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 September 30, 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):


	September 30, 2026			December 31, 2025
Condensed Combined Balance Sheets
Land	$	148,968		$	159,567
Buildings		418,599			497,973
Fixtures and tenant improvements		45,031			70,903
		612,598			728,443
Less: Accumulated depreciation		(128,585	)		(190,020	)
		484,013			538,423
Construction in progress and land		61			15
Real estate, net		484,074			538,438
Cash and restricted cash		21,629			28,254
Receivables, net		8,233			10,497
Other assets, net		6,918			8,837
	$	520,854		$	586,026

Mortgage debt	$	372,083		$	429,196
Amounts payable to SITE Centers		1,591			1,846
Other liabilities		25,031			31,577
		398,705			462,619
Accumulated equity		122,149			123,407
	$	520,854		$	586,026

Company's share of accumulated equity	$	24,429		$	23,306
Basis differentials		(560	)		2,524
Amounts payable to the Company		1,591			1,846
Investments in and advances to joint ventures	$	25,460		$	27,676


	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2026			2025			2026			2025
Condensed Combined Statements of Operations
Revenues from operations	$	16,464		$	19,545		$	49,731		$	61,099
Expenses from operations:
Operating expenses		4,015			4,824			12,486			14,910
Depreciation and amortization		4,899			6,826			15,813			19,210
Interest expense		7,137			8,152			21,392			24,240
Other expense, net		1,068			1,382			3,501			4,164
		17,119			21,184			53,192			62,524
Loss before gain on disposition of real estate		(655	)		(1,639	)		(3,461	)		(1,425	)
Gain on disposition of real estate, net		—			—			—			1
Loss attributable to unconsolidated joint ventures	$	(655	)	$	(1,639	)	$	(3,461	)	$	(1,424	)
Company's share of equity in net loss of joint ventures	$	(131	)	$	(483	)	$	(700	)	$	(481	)
Basis differential adjustments(A)		(16	)		(16	)		(48	)		(47	)
Equity in net loss of joint ventures	$	(147	)	$	(499	)	$	(748	)	$	(528	)

(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 and property management to the Company’s unconsolidated joint ventures were $1.1 million and $3.4 million for the three and nine months ended September 30, 2026, respectively, and $1.2 million and $3.6 million for the three and nine months ended September 30, 2025, respectively.

Other Assets and Intangibles, net

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


	September 30, 2026
	Asset		Accumulated Amortization			Net
Intangible assets, net:
In-place leases	$	1,964	$	(1,798	)	$	166
Above-market leases		100		(79	)		21
Lease origination costs		415		(396	)		19
Tenant relationships		—		—			—
Total intangible assets, net		2,479		(2,273	)		206
Operating lease ROU assets							3,823
Other assets:
Prepaid expenses							2,472
Other assets							718
Deposits							1,535
Total other assets, net						$	8,754
	Liability		Accumulated Amortization			Net
Below-market leases(A)	$	1,370	$	(294	)	$	1,076

(A)

Includes $0.9 million related to a below-market lease for the Company’s Beachwood headquarters included in the Shared Services Agreement with Curbline Properties (Note 6).


	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 and nine months ended September 30, 2026 and 2025 related to the Company’s intangibles was as follows (in thousands):


Period	Income		Expense
Three months ended September 30, 2026	$	15	$	29
Three months ended September 30, 2025		123		598
Nine months ended September 30, 2026		135		486
Nine months ended September 30, 2025		429		2,070

Real Estate and Other Assets Held for Sale

As of September 30, 2026, the Company had one asset (The Maxwell, Chicago, Illinois) classified as held for sale. This asset was sold on October 1, 2026, for a gross sales price of $15.3 million (Note 9). The Company classifies properties as held for sale when executed contract contingencies have been satisfied, which signifies that the parties are fully obligated to consummate the sale transaction.

The following table presents the assets and liabilities associated with the asset held for sale (in thousands):


	September 30, 2026
Assets
Land	$	3,822
Buildings		37,817
Fixtures and tenant improvements		5,491
		47,130
Less: Accumulated depreciation		(33,016	)
Real estate, net		14,114
Accounts receivable		865
Other assets, net		113
Assets associated with real estate assets held for sale	$	15,092

Accounts payable and other liabilities	$	1,211
Liabilities associated with real estate assets held for sale	$	1,211

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 (“ASC”) 842, for the three and nine months ended September 30, 2026 and 2025 was as follows (in thousands):


	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2026		2025		2026			2025
Rental income:
Fixed lease income(A)	$	3,069	$	17,869	$	14,608		$	63,165
Variable lease income(B)		1,323		6,058		5,837			22,448
Above-market and below-market leases amortization, net		15		123		135			429
Adjustments for potentially uncollectible revenues and disputed amounts(C)		64		153		(21	)		273
Total rental income	$	4,471	$	24,203	$	20,559		$	86,315

(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 September 30, 2026, such redevelopment projects were estimated to cost $6.1 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 $5.3 million of additional fee income within Fee and other income and within Other income (expense), net in the Company’s consolidated statements of operations for the three and nine months ended September 30, 2026, respectively, and $0.8 million and $2.0 million for the three and nine months ended September 30, 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 ASC 842. The sublease income received under the Shared Services Agreement of $0.4 million and $1.2 million is included in Rental income on the Company’s consolidated statements of operations for both the three and nine months ended September 30, 2026 and 2025, respectively. In September 2026, Curbline Properties agreed to terminate its use of the New York office space effective June 30, 2027.

Under the Shared Services Agreement, Curbline Properties had the option to lease a portion of the Company’s Beachwood office buildings. At the time of the separation, the Company recorded a $1.2 million below-market lease. In September 2026, the Company entered into a lease with Curbline Properties pursuant to which Curbline will lease a portion of the Beachwood office buildings commencing October 1, 2027, with annual rents of $0.2 million. The lease has a term of five years with four five-year extension options. In connection with entering into the new lease, the Curbline option under the Shared Services Agreement was terminated and the below-market lease was reduced by $0.3 million.

Summary

The Company recorded in Fee and other income on the Company’s consolidated statements of operations a cash fee of $1.4 million and $3.7 million for the three and nine months ended September 30, 2026, respectively, and $0.9 million and $2.4 million for the three and nine months ended September 30, 2025, respectively, which represents 2% of Curbline’s gross revenue and $1.8 million and $5.3 million for the three and nine months ended September 30, 2026, respectively, and $0.8 million and $2.0 million for the three and nine months ended September 30, 2025, respectively, for the incremental fair value of services provided to Curbline offset by an embedded lease charge of $0.4 million and $1.2 million for both the three and nine months ended September 30, 2026 and 2025, respectively. Amounts payable to Curbline as of September 30, 2026 and December 31, 2025, under the agreements described above, aggregated $6.5 million and $22.1 million, respectively (including obligations to complete redevelopments). Amounts receivable from Curbline as of September 30, 2026 and December 31, 2025 were $0.5 million and $0.9 million, respectively.

Impairment Charges

For the nine months ended September 30, 2026, the Company recorded impairment charges aggregating $20.5 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 purchase offers received.

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 nine months ended September 30, 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
September 30, 2026
Long-lived assets held and used	$	—	$	—	$	30.2	$	30.2	$	20.5


	Quantitative Information About Level 3 Fair Value Measurements
	Fair Value at		Valuation
Description	September 30, 2026		Technique	Unobservable Inputs	Range
Impairment of consolidated assets	$	30.2	Indicative Bid	Indicative Bid(A)	N/A

(A)

Fair value measurements based upon indicative bids 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 (loss) 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						Nine Months
	Ended September 30,						Ended September 30,
	2026			2025			2026			2025
Numerators – Basic and Diluted
Net (loss) income	$	(5,394	)	$	(6,158	)	$	(5,760	)	$	43,431
Earnings attributable to unvested shares		—			(836	)		(217	)		(1,223	)
Net (loss) income after allocation to participating securities	$	(5,394	)	$	(6,994	)	$	(5,977	)	$	42,208
Denominators – Number of Shares
Basic and Diluted—Average shares outstanding		52,475			52,445			52,472			52,442
Earnings Per Share:
Basic	$	(0.10	)	$	(0.13	)	$	(0.11	)	$	0.80
Diluted	$	(0.10	)	$	(0.13	)	$	(0.11	)	$	0.80

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 September 30, 2026 and 2025, respectively. Dividend equivalents are paid on the outstanding RSUs, which makes these shares participating securities.

Common Share Dividends

The Company declared a special cash dividend of $1.00 per common share for the nine months ended September 30, 2026. The Company declared no dividends in the three months ended September 30, 2026. The Company declared special cash dividends of $3.25 and $4.75 per common share in the aggregate for the three and nine months ended September 30, 2025, respectively.

Subsequent Events

In October 2026, the Company sold one property (The Maxwell, Chicago, Illinois) for a gross sales price of approximately $15.3 million.

In October 2026, the Company sold its partnership interests in the Dividend Trust Portfolio joint venture for a gross sales price of approximately $32.4 million.

In October 2026, the Company declared a special cash dividend of $3.00 per common share payable to shareholders on November 5, 2026 and announced its intent to de-list its common shares from the New York Stock Exchange (“NYSE”) prior to the commencement of trading on December 4, 2026.

In October 2026, the Company entered into an agreement to sell The Blocks for a gross sales price of approximately $18.2 million. Net proceeds after credits and before adjustment for customary pro-rations and closing costs are expected to be approximately $14.6 million. The general due diligence period has expired under the sale agreement, and closing is expected to occur by the end of the fourth quarter of 2026. No assurance can be given that the counterparty will perform its obligations under the sale agreement, that closing conditions will be satisfied or that the sale will occur.

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”). As of September 30, 2026, the Company’s portfolio consisted of 12 retail centers (including 10 shopping centers owned through the Dividend Trust Portfolio (“DTP”), an unconsolidated joint venture) comprising approximately 3.7 million square feet of gross leasable area (“GLA”) (wholly-owned and joint venture). In addition, as of September 30, 2026, the Company owned two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA (approximately 217,000 leasable square feet), a portion of which currently serves as the Company’s headquarters.

The Company is party to a Shared Services Agreement with Curbline Properties Corp. (“Curbline” or “Curbline Properties”) pursuant to which the Company provides Curbline with the services of the Company’s employees and certain other resources and Curbline provides the Company with leadership, management and transaction services. As compensation for the services provided under the Shared Services Agreement, Curbline and its affiliates pay a monthly fee to the Company in the amount of 2.0% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement). Unless terminated earlier in accordance with its terms, the Shared Services Agreement will conclude on October 1, 2027.

Transactions Update

During the nine months ended September 30, 2026, the Company sold six wholly-owned shopping centers, its interest in the RVIP IIIB joint venture and a land parcel for an aggregate gross sales price of $176.2 million.

On October 1, 2026, the Company sold The Maxwell (Chicago, Illinois) for a gross sales price of approximately $15.3 million (net proceeds at closing were approximately $13.9 million). On October 15, 2026, the Company sold all of its interests in the DTP joint venture for a gross sales price of approximately $32.4 million pursuant to the buy-sell process initiated in June 2026.

On October 15, 2026, the Company declared a special cash dividend of $3.00 per common share payable to shareholders on November 5, 2026 and announced its intent to de-list its common shares from the NYSE prior to the commencement of trading on December 4, 2026.

SITE Centers Strategy

The Company continues to pursue the sale of its remaining properties in anticipation of subsequently winding up its operations. As of October 30, 2026, the Company’s only remaining real estate investments consisted of its ownership of The Blocks (a collection of retail condominium units located on the ground floor of ten residential buildings located in Portland, Oregon) and two adjacent office buildings located in Beachwood, Ohio, a portion of which currently serves as the Company’s corporate headquarters. The Company has entered into an agreement to sell The Blocks for a gross sales price of approximately $18.2 million. Net proceeds after credits and before adjustment for customary pro-rations and closing costs are expected to be approximately $14.6 million. The general due diligence period has expired under the sale agreement, and closing is expected to occur by the end of the fourth quarter of 2026. Closing remains subject to various conditions including, but not limited to, delivery of satisfactory estoppel letters from tenants, the accuracy of seller representations in all material respects and the absence of certain casualty and condemnation events. No assurance can be given that the counterparty will perform its obligations under the sale agreement, that closing conditions will be satisfied or that the sale will occur.

In order to facilitate the marketing and sale of the Beachwood, Ohio office buildings, in September 2026, the Company entered into a lease agreement with Curbline pursuant to which Curbline will lease approximately 31,089 square feet for an initial five-year term beginning on October 1, 2027 at an annual base rent of $8.00 per square foot with the right to extend the lease for up to four successive terms of five years each (with 10% increases in annual base rent for each extension). In connection with this arrangement, the Company and Curbline also agreed that the Company’s obligation to provide Curbline with space at the Company’s offices located in Boca Raton, Florida and New York, New York will terminate on December 31, 2026 and June 30, 2027, respectively. The Company has commenced marketing the Beachwood, Ohio office buildings for disposition, though no assurances can be given that such efforts will result in a sale of the property.

The Company expects to use cash on hand and proceeds from the sale of its remaining properties to pay operating expenses, satisfy obligations owing to Curbline, 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 wind-up of its business, including but not limited to employee severance costs, discretionary bonuses upon completion of the sales process, fees to engage an external advisor to administer the five-year statutory wind-up period, 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. See “Liquidity, Capital Resources and Financing Activities – Winding-up and Dissolution” below.

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 continue to decrease in future periods as compared to corresponding prior year periods as a result of 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.

RESULTS OF OPERATIONS

Consolidated shopping center properties owned as of January 1, 2025, excluding properties sold by the Company or held for sale at September 30, 2026, are referred to herein as the “Comparable Portfolio Properties.”

Revenues from Operations (in thousands)


	Three Months
	Ended September 30,
	2026		2025		$ Change
Rental income(A)	$	4,471	$	24,203	$	(19,732	)
Fee and other income		4,091		2,897		1,194
Total revenues	$	8,562	$	27,100	$	(18,538	)


	Nine Months
	Ended September 30,
	2026		2025		$ Change
Rental income(A)	$	20,559	$	86,315	$	(65,756	)
Fee and other income(B)		11,712		16,878		(5,166	)
Total revenues	$	32,271	$	103,193	$	(70,922	)

(A)

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


	Three Months
	Ended September 30,
Contractual Lease Payments	2026		2025		$ Change
Base and percentage rental income	$	3,088	$	17,784	$	(14,696	)
Recoveries from tenants		1,205		5,928		(4,723	)
Uncollectible revenue		64		153		(89	)
Lease termination fees, ancillary and other rental income		114		338		(224	)
Total contractual lease payments	$	4,471	$	24,203	$	(19,732	)


	Nine Months
	Ended September 30,
Contractual Lease Payments	2026			2025		$ Change
Base and percentage rental income(1)	$	14,979		$	62,684	$	(47,705	)
Recoveries from tenants(2)		5,043			22,230		(17,187	)
Uncollectible revenue(3)		(21	)		273		(294	)
Lease termination fees, ancillary and other rental income		558			1,128		(570	)
Total contractual lease payments	$	20,559		$	86,315	$	(65,756	)

(1)

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


	Increase (Decrease)
Comparable Portfolio Properties	$	0.3
Disposition of shopping centers		(47.7	)
Straight-line rents		(0.3	)
Total	$	(47.7	)

At September 30, 2026 and 2025, in the Comparable Portfolio, the Company owned one and 16 wholly-owned retail properties as of each balance sheet date that had an aggregate occupancy rate of 68.9% and 86.0% and an average annualized base rent per occupied square foot of $37.61 and $19.80, respectively. The decrease in occupancy rate and increase in average annualized base rent per occupied square foot were due to a combination of transactional activity, the mix of properties sold and overall decreases in occupancy.

(2)

Recoveries from tenants were approximately 41.2% and 68.6% of operating expenses and real estate taxes for the nine months ended September 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 nine months ended September 30, 2025 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 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 September 30,
	2026		2025		$ Change
Operating and maintenance	$	1,712	$	5,505	$	(3,793	)
Real estate taxes		647		3,895		(3,248	)
Impairment charges		2,000		106,570		(104,570	)
General and administrative		8,995		10,295		(1,300	)
Depreciation and amortization		2,432		10,768		(8,336	)
	$	15,786	$	137,033	$	(121,247	)


	Nine Months
	Ended September 30,
	2026		2025		$ Change
Operating and maintenance(A)	$	8,781	$	19,094	$	(10,313	)
Real estate taxes(A)		3,462		13,306		(9,844	)
Impairment charges(B)		20,450		106,570		(86,120	)
General and administrative		27,123		29,108		(1,985	)
Depreciation and amortization(A)		11,343		36,941		(25,598	)
	$	71,159	$	205,019	$	(133,860	)

(A)

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


	Operating and Maintenance			Real Estate Taxes			Depreciation and Amortization
Comparable Portfolio Properties	$	1.3		$	—		$	0.2
Disposition of shopping centers		(11.6	)		(9.8	)		(25.8	)
	$	(10.3	)	$	(9.8	)	$	(25.6	)

(B)

The Company recorded $20.5 million of impairment charges for the nine months ended September 30, 2026 triggered by purchase offers received. Impairment charges are presented in Note 7, “Impairment Charges,” to the Company’s consolidated financial statements included herein.

Other Income and Expenses (in thousands)


	Three Months
	Ended September 30,
	2026			2025			$ Change
Interest expense	$	—		$	(3,941	)	$	3,941
Interest income		1,811			1,411			400
Debt extinguishment costs		—			(576	)		576
Other income (expense), net		(1,577	)		(831	)		(746	)
	$	234		$	(3,937	)	$	4,171


	Nine Months
	Ended September 30,
	2026			2025			$ Change
Interest expense(A)	$	—		$	(14,707	)	$	14,707
Interest income(B)		4,617			2,494			2,123
Debt extinguishment costs		—			(1,080	)		1,080
Other income (expense), net(C)		(4,348	)		(3,070	)		(1,278	)
	$	269		$	(16,363	)	$	16,632

(A)

As of September 30, 2026, the Company had no outstanding indebtedness. As of September 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 $251.3 million and a weighted-average interest rate (based on contractual rates excluding amortization of debt issuance costs) of 6.8% 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 September 30,
	2026			2025			$ Change
Equity in net loss of joint ventures	$	(147	)	$	(499	)	$	352
Gain on disposition of real estate, net		1,852			108,401			(106,549	)
Tax expense of taxable REIT subsidiary and state franchise and income taxes		(109	)		(190	)		81


	Nine Months
	Ended September 30,
	2026			2025			$ Change
Equity in net loss of joint ventures(A)	$	(748	)	$	(528	)	$	(220	)
Gain on sale of joint venture interests(B)		19,989			—			19,989
Gain on disposition of real estate, net(C)		13,663			162,666			(149,003	)


Tax expense of taxable REIT subsidiary and state franchise and income taxes		(45	)			(518	)			473

(A)

At September 30, 2026 and 2025, the Company had an economic investment in unconsolidated joint ventures which owned ten and 11 shopping center properties, respectively. In January and October 2026, the Company sold its interests in its remaining joint ventures.

(B)

In January 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 six wholly-owned shopping centers in each of the periods ended September 30, 2026 and 2025.

Net Income (in thousands)


	Three Months
	Ended September 30,
	2026			2025			$ Change
Net loss	$	(5,394	)	$	(6,158	)	$	764


	Nine Months
	Ended September 30,
	2026			2025		$ Change
Net (loss) income	$	(5,760	)	$	43,431	$	(49,191	)

The decrease in net income in the nine-month period ended September 30, 2026, as compared to the prior-year period, was primarily related to 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, impairment charges 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 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’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 September 30,
	2026			2025		$ Change
FFO	$	(3,344	)	$	3,639	$	(6,983	)
Operating FFO		(3,127	)		5,643		(8,770	)


	Nine Months
	Ended September 30,
	2026			2025		$ Change
FFO	$	(9,070	)	$	26,598	$	(35,668	)
Operating FFO		(9,579	)		22,272		(31,851	)

The decrease in FFO for the nine-month period ended September 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 an increase in interest income and decreased interest expense.

The Company’s reconciliation of net (loss) 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						Nine Months
	Ended September 30,						Ended September 30,
	2026			2025			2026			2025
Net (loss) income	$	(5,394	)	$	(6,158	)	$	(5,760	)	$	43,431
Depreciation and amortization of real estate investments		906			9,716			6,627			34,184
Equity in net loss of joint ventures		147			499			748			528
Joint ventures’ FFO(A)		849			1,413			2,517			4,551
Impairment of real estate		2,000			106,570			20,450			106,570
Gain on sale of joint venture interests		—			—			(19,989	)		—
Gain on disposition of real estate, net		(1,852	)		(108,401	)		(13,663	)		(162,666	)
FFO attributable to common shareholders		(3,344	)		3,639			(9,070	)		26,598
Debt extinguishment, transaction and other		(242	)		642			(1,063	)		2,016
Condemnation revenue		—			—			—			(8,379	)
Separation and other charges		459			1,362			554			2,037
Non-operating items, net		217			2,004			(509	)		(4,326	)
Operating FFO	$	(3,127	)	$	5,643		$	(9,579	)	$	22,272

(A)

At September 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						Nine Months
	Ended September 30,						Ended September 30,
	2026			2025			2026			2025
Net loss attributable to unconsolidated joint ventures	$	(655	)	$	(1,639	)	$	(3,461	)	$	(1,424	)
Depreciation and amortization of real estate investments		4,899			6,826			15,813			19,210
Gain on disposition of real estate, net		—			—			—			(1	)
FFO	$	4,244		$	5,187		$	12,352		$	17,785
FFO at SITE Centers’ ownership interests	$	849		$	1,413		$	2,517		$	4,551
Operating FFO at SITE Centers’ ownership interests	$	849		$	1,413		$	2,517		$	4,551

LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES

The Company requires capital to fund its operating expenses, obligations owing to Curbline and the anticipated wind-up of its business. The Company’s primary capital sources include cash on hand, cash flow from operations and proceeds from 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, manages the wind-up of its business and returns capital to shareholders.

At September 30, 2026, the Company had an unrestricted cash balance of $200.2 million. As of September 30, 2026, the Company anticipates that it has approximately $6.1 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 expects to pay a special cash dividend of $3.00 per share ($158.1 million in the aggregate) to common shareholders on November 5, 2026.

The Company had no consolidated indebtedness outstanding at September 30, 2026. As of September 30, 2026, the Company’s unconsolidated DTP joint venture had $380.6 million of indebtedness ($76.1 million at SITE Centers’ share). On October 15, 2026, the Company sold all of its interests in the DTP joint venture.

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

Transactions Activity

From January 1, 2026 through October 29, 2026, the Company sold the following wholly-owned shopping centers, partnership interests 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
September 2026	Shoppes at Paradise Pointe	Fort Walton Beach, Florida		73		8,400
October 2026	The Maxwell	Chicago, Illinois		240		15,250
				1,111	$	170,650

Sale of Partnership Interests
Date Sold	Partnership name		Total Owned GLA		Gross Sales Price
January 2026	RVIP IIIB			358	$	20,762
October 2026	Dividend Trust Portfolio			3,397		32,407
				3,755	$	53,169

Cash Flow Activity

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


	Nine Months
	Ended September 30,
	2026			2025
Cash flow (used for) provided by operating activities	$	(20,564	)	$	28,084
Cash flow provided by investing activities		152,274			348,712
Cash flow used for financing activities		(52,730	)		(306,144	)

Changes in cash flow for the period ended September 30, 2026, compared to the prior comparable period are as follows:

Operating Activities: Cash from operating activities decreased by $48.6 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 decreased by $196.4 million primarily due to decreased proceeds from disposition of real estate of $222.2 million, partially offset by increased proceeds from the disposition of unconsolidated joint venture interests of $20.7 million and a decrease in real estate development of $4.7 million.

Financing Activities: Cash used for financing activities decreased by $253.4 million primarily due to lower dividends paid of $197.6 million and principal payments made of $55.5 million on the Company’s mortgage debt during the period ended September 30, 2025.

Dividend Distribution

The Company declared and paid a special cash dividend of $52.7 million on the Company’s common shares during the nine months ended September 30, 2026. The Company declared and paid special cash dividends of $250.3 million on the Company’s common shares during the nine months ended September 30, 2025.

On October 15, 2026, the Company declared a special cash dividend of $3.00 per common share ($158.1 million in the aggregate) payable to shareholders on November 5, 2026.

Winding-up and Dissolution

As the Company pursues the sale of its remaining properties, there are many factors that may affect the timing and amount of additional distributions to shareholders, including, among other things, the timing and amount received from the disposition of the remaining assets, ongoing obligations owed to Curbline under the Shared Services Agreement, and projected expenses and known and unknown claims that might arise during the anticipated winding-up and dissolution process.

In the event the Company is able to sell its remaining assets, the Company expects to subsequently file articles of dissolution with the Secretary of State of the State of Ohio. Pursuant to Ohio law, the Company would continue to exist for a period of five years following the filing of the articles of dissolution for the purpose of paying, satisfying and discharging any unknown or contingent claims or any debts or other obligations, collecting and distributing its assets, and undertaking other acts required to liquidate and wind-up its business and affairs. Under Ohio law, if the Company makes distributions to its shareholders without making adequate provisions for the subsequent payment of creditors’ claims, the Company’s shareholders could be liable to creditors to the extent of any payments due to creditors (up to the aggregate amount previously received by the shareholder from the Company). Therefore, the Company expects to conservatively manage its cash position and establish a reserve fund with a portion of its current cash balance and proceeds from its final sales in order to satisfy and discharge expenses projected to be incurred, and any unknown or contingent claims, debts or obligations which might arise, during the five-year period subsequent to the filing of the articles of dissolution.

The Company expects to incur significant expenses in connection with the anticipated wind-up of its business including, among other items, employee severance costs, discretionary bonuses upon completion of the sales process, fees to engage an external advisor to administer the five-year statutory wind-up period, 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 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 and costs to resolve and streamline the Company’s subsidiaries and corporate structure. The Company may also become the subject of litigation (which may not be covered by insurance) or other claims that are not currently known or expected. For example, contracts governing property sales typically allow the purchaser to make claims for breaches of representations and other provisions under the sale agreement for a period of nine to 12 months following the disposition.

Prior to the anticipated termination of the Shared Services Agreement on October 1, 2027, the Company’s general and administrative expenses will remain elevated as a result of contractual obligations and services owing to Curbline Properties thereunder. Upon or shortly following termination of the Shared Services Agreement, in an effort to reduce its operating expenses and maximize liquidating distributions to shareholders, the Company expects to terminate most or all of its remaining employees and engage an external advisor to administer the remainder of the five-year statutory wind-up period.

It is likely that the Company would not make a final distribution of reserve funds until the foregoing expenses and contingent claims are paid, resolved or fail to materialize, which could be several years following the date of its final sale and filing articles of dissolution. It is also possible that the Company may make one or more small interim distributions to shareholders from the reserve fund during the five-year dissolution period as specific expenses and contingent claims are satisfied, resolved or fail to materialize. See “Risk Factors—Risks Related to the Company’s Strategy—The Company Expects to Pay Significant Costs in Connection with the Winding-up of its Business” and “—The Company Expects to Establish a Reserve Fund with Proceeds From Asset Sales in Order to Satisfy Expenses and Claims” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Throughout the administration of the Company’s anticipated wind-up and dissolution, the Company will be required to continue to comply with the applicable reporting requirements of the Exchange Act, even if compliance with these reporting requirements is economically burdensome. In order to curtail expenses, sometime during the months following filing articles of dissolution, the Company expects to avail itself of relief provided by the Securities and Exchange Commission that allows certain liquidating REITs to end most of their Exchange Act reporting while winding up their businesses. As a result of such process, shareholders would have access to substantially limited public information about the Company. Qualifying for such relief involves, among other steps, the closing of a corporation’s stock transfer books. If this were to occur, the Company’s common shares would no longer be assignable or transferable on the Company’s books, other than transfers by will, intestate succession or operation of law. Additionally, the Company anticipates that as part of such process the over-the-counter market would no longer quote prices for the Company’s common shares and The Depository Trust Company would cease to permit transfers of the Company’s common shares among its participants. The Company expects these developments would cause brokers to significantly restrict future trading in the shares. As a result, the Company expects that liquidity in its shares would be significantly curtailed.

REIT Qualification

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 does not expect to have REIT taxable income in 2026 or 2027 and expects that continued maintenance of its REIT qualification will become impractical and increasingly difficult due to the sale of substantially all of its real estate investments. Therefore, 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.

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 September 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.

CAPITALIZATION

At September 30, 2026, the Company’s capitalization consisted of $176.8 million of market equity (calculated as the number of common shares outstanding multiplied by $3.37, the closing price of the Company’s common shares on the NYSE at September 30, 2026).

On October 15, 2026, the Company announced that it had provided notice to the NYSE of its intention to voluntarily de-list its common shares effective prior to the commencement of trading on December 4, 2026. As a result, shareholders may subsequently have difficulty trading their common shares and the Company’s Board of Directors will no longer be required to be comprised of a majority of independent directors. See “Risk Factors—Risks Related to the Company’s Common Shares—If an Active Trading Market for the Company’s Common Shares Is Not Sustained Because the Company’s Common Shares Are De-listed from the NYSE or Otherwise, Shareholders’ Ability to Sell Shares When Desired and the Prices Obtained Will Be Adversely Affected” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Following the de-listing of its shares from the NYSE, the Company expects that its shares will trade in the over-the-counter market and be quoted on the OTCID Basic Market.

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 balance 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 September 30, 2026, such redevelopment projects were estimated to cost $6.1 million to complete.

ECONOMIC CONDITIONS

The Company continues to pursue the sale of its remaining properties. 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 properties.

Changes in interest rates, broader economic conditions, capital markets volatility, local conditions and other factors may affect the Company’s ability to sell its remaining properties, the price realized therefor 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, 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. Changes in interest rates, a downturn in the local or national economy or disruptions in the financial markets could adversely affect the Company’s ability to sell its remaining properties and the price realized therefor. Real estate investments can be illiquid and buyers may experience increased costs of financing or difficulties obtaining financing;

•

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 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;

•

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, or the Company may become subject to “prohibited transactions” tax as a result of recent disposition activity;

•

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 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 where the Company’s remaining properties are located may adversely affect the Company’s results of operations, its financial condition and its ability to dispose of properties;

•

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

•

The Company’s Board of Directors may change the Company’s strategic plan;

•

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

As of September 30, 2026, the Company’s primary market risk exposure was interest rate risk through its unconsolidated joint ventures. At September 30, 2026 and December 31, 2025, the Company had no outstanding consolidated debt. The Company’s

unconsolidated joint ventures’ indebtedness at its carrying value at September 30, 2026 and December 31, 2025 is summarized as follows:


	September 30, 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	$	372.1	$	74.4		2.3		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 September 30, 2026 and December 31, 2025, is summarized as follows (in millions):


	September 30, 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	$	74.4	$	73.7	$	72.2	$	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 September 30, 2026, the Company had no other material exposure to market risk.

On October 15, 2026, the Company sold all of its interests in the DTP unconsolidated joint venture. As a result, the Company no longer expects to have any exposure to interest rate risk through any unconsolidated joint venture.

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 the Company’s 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 September 30, 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.


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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements – Unaudited
	Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025	3
	Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended September 30, 2026 and 2025	4
	Consolidated Statements of Operations and Comprehensive (Loss) Income for the Nine Months Ended September 30, 2026 and 2025	5
	Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2026 and 2025	6
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26
Item 4.	Controls and Procedures	27
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
SIGNATURES		30


10.1		Letter Agreement, dated September 22, 2026, between SITE Centers Corp., Curbline Properties Corp. and Curbline Properties LP1

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 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 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 September 30, 2026 has been formatted in Inline XBRL and included in Exhibit 101.


	SITE CENTERS CORP.

	By:	/s/ Jeffrey A. Scott
		Name:	Jeffrey A. Scott
		Title:	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
Date: November 2, 2026


	(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)
July 1–31, 2026		—	$	—		—	$	—
August 1–31, 2026		—		—		—		—
September 1–30, 2026		—		—		—		—
Total		—	$	—		—	$	73.4