SITE Centers Corp 10-Q for FY2026 Q3
SITE Centers Corp. (SITC)
About this 10-Q
SITE Centers Corp filed this 10-Q on November 2, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
SITE Centers Corp. is winding down after $176.2 million of nine-month asset sales; it declared a $3.00 per share special dividend payable November 5, 2026 and announced its intent to de-list from the NYSE prior to December 4, 2026. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $8.56M
- down 68.4% from $27.1M a year earlier
- Net loss
- $5.39M
- compared with a net loss of $6.16M a year earlier
- Diluted EPS
- -$0.10
- compared with -$0.13 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
OR
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of October 29, 2026, the registrant had
SITE Centers Corp.
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED September 30, 2026
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION |
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Item 1. |
Financial Statements – Unaudited |
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Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 |
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Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2026 and 2025 |
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Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II. OTHER INFORMATION |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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2
SITE Centers Corp.
CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands, except share amounts)
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September 30, 2026 |
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December 31, 2025 |
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Assets |
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Land |
$ |
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$ |
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Buildings |
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Fixtures and tenant improvements |
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Less: Accumulated depreciation |
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Construction in progress and land |
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Total real estate assets, net |
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Investments in and advances to joint ventures |
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Cash and cash equivalents |
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Restricted cash |
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Accounts receivable |
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Amounts receivable from Curbline |
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Other assets, net |
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Real estate and other assets held for sale |
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Total assets |
$ |
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$ |
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Liabilities and Equity |
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Amounts payable to Curbline |
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Accounts payable and other liabilities |
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Liabilities held for sale |
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Total liabilities |
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SITE Centers Equity |
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Common shares, with par value, $ |
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Additional paid-in capital |
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Accumulated distributions in excess of net income |
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Less: Common shares in treasury at cost: |
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Total equity |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited; in thousands, except per share amounts)
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Three Months |
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Ended September 30, |
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2026 |
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2025 |
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Revenues from operations: |
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Rental income |
$ |
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$ |
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Fee and other income |
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Rental operation expenses: |
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Operating and maintenance |
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Real estate taxes |
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Impairment charges |
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General and administrative |
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Depreciation and amortization |
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Other income (expense): |
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Interest expense |
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Interest income |
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Debt extinguishment costs |
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Other income (expense), net |
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Loss before earnings from equity method investments and other items |
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Equity in net loss of joint ventures |
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Gain on disposition of real estate, net |
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Loss before tax expense |
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Tax expense of taxable REIT subsidiary and state franchise and income taxes |
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Net loss |
$ |
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$ |
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Per share data: |
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Basic: |
$ |
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$ |
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Diluted: |
$ |
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$ |
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Net loss |
$ |
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$ |
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Amount reclassified to earnings - cash flow hedges |
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( |
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Comprehensive loss |
$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
4
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(unaudited; in thousands, except per share amounts)
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Nine Months |
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Ended September 30, |
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2026 |
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2025 |
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Revenues from operations: |
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Rental income |
$ |
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$ |
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Fee and other income |
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Rental operation expenses: |
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Operating and maintenance |
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Real estate taxes |
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Impairment charges |
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General and administrative |
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Depreciation and amortization |
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Other income (expense): |
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Interest expense |
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Interest income |
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Debt extinguishment costs |
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Other income (expense), net |
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Loss before earnings from equity method investments and other items |
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Equity in net loss of joint ventures |
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Gain on sale of joint venture interests |
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Gain on disposition of real estate, net |
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(Loss) income before tax expense |
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Tax expense of taxable REIT subsidiary and state franchise and income taxes |
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Net (loss) income |
$ |
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$ |
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Per share data: |
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Basic: |
$ |
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$ |
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Diluted: |
$ |
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$ |
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Net (loss) income |
$ |
( |
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$ |
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Amount reclassified to earnings - cash flow hedges |
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( |
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Comprehensive (loss) income |
$ |
( |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
5
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in thousands)
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Common |
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Additional |
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Accumulated Distributions |
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Deferred Compensation Obligation |
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Accumulated Other Comprehensive Income |
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Treasury |
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Total |
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Balance, December 31, 2025 |
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation, net |
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Dividend declared |
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Comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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Balance, June 30, 2026 |
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Stock-based compensation, net |
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Comprehensive loss |
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( |
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Balance, September 30, 2026 |
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Common |
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Additional |
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Accumulated Distributions |
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Deferred Compensation Obligation |
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Accumulated Other Comprehensive Income |
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Treasury |
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Total |
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Balance, December 31, 2024 |
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation, net |
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( |
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Termination of deferred compensation plan |
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Dividend declared |
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Comprehensive income (loss) |
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Balance, June 30, 2025 |
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Stock-based compensation, net |
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Dividend declared |
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Comprehensive loss |
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( |
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Balance, September 30, 2025 |
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
6
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
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Nine Months |
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Ended September 30, |
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2026 |
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2025 |
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Cash flow from operating activities: |
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Net (loss) income |
$ |
( |
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$ |
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Adjustments to reconcile net (loss) income to net cash flow (used for) provided by operating activities: |
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Depreciation and amortization |
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Stock-based compensation |
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Amortization and write-off of debt issuance costs, commitment fees and fair market value of debt adjustments |
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Equity in net loss of joint ventures |
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Gain on sale of joint venture interests |
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Gain on disposition of real estate, net |
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Impairment charges |
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Loss on abandoned tenant lease costs |
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Net change in accounts receivable |
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Net change in accounts payable and accrued expenses |
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Net change in other operating assets and liabilities |
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Total adjustments |
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Net cash flow (used for) provided by operating activities |
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Cash flow from investing activities: |
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Real estate developed and improvements to operating real estate |
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Proceeds from disposition of real estate |
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Proceeds from disposition of joint venture |
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Distributions from unconsolidated joint venture |
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Equity contributions to joint ventures |
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Net cash flow provided by investing activities |
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Cash flow from financing activities: |
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Repayment of mortgage debt |
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Payment of debt issuance costs |
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Payment of debt extinguishment costs |
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Repurchase of common shares in conjunction with equity award plans |
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( |
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Dividends paid |
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Net cash flow used for financing activities |
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Net increase in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash, beginning of period |
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Cash, cash equivalents and restricted cash, end of period |
$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
7
Notes to Consolidated Financial Statements
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
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
Disposition of Real Estate
For the three and nine months ended September 30, 2026, the Company received gross sales price of $
Reclassifications
Certain prior period amounts reported have been reclassified to conform with current year presentation.
8
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):
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Nine Months |
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Ended September 30, |
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2026 |
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2025 |
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Accounts payable related to construction in progress |
$ |
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$ |
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Segments
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.
9
At September 30, 2026 and December 31, 2025, the Company had ownership interests in unconsolidated joint ventures that had investments in
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September 30, 2026 |
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December 31, 2025 |
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Condensed Combined Balance Sheets |
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Land |
$ |
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$ |
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Buildings |
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Fixtures and tenant improvements |
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Less: Accumulated depreciation |
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( |
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( |
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Construction in progress and land |
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Real estate, net |
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Cash and restricted cash |
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Receivables, net |
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Other assets, net |
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$ |
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$ |
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|
||
Mortgage debt |
$ |
|
|
$ |
|
||
Amounts payable to SITE Centers |
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
||
|
|
|
|
|
|
||
Accumulated equity |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Company's share of accumulated equity |
$ |
|
|
$ |
|
||
Basis differentials |
|
( |
) |
|
|
|
|
Amounts payable to the Company |
|
|
|
|
|
||
Investments in and advances to joint ventures |
$ |
|
|
$ |
|
||
|
Three Months |
|
|
Nine Months |
|
||||||||||
|
Ended September 30, |
|
|
Ended September 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Condensed Combined Statements of Operations |
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues from operations |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Expenses from operations: |
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Other expense, net |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss before gain on disposition of real estate |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gain on disposition of real estate, net |
|
|
|
|
|
|
|
|
|
|
|
||||
Loss attributable to unconsolidated joint ventures |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Company's share of equity in net loss of joint ventures |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Basis differential adjustments(A) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Equity in net loss of joint ventures |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Revenues earned by the Company for providing asset management and property management to the Company’s unconsolidated joint ventures were $
10
Other assets and intangibles consist of the following (in thousands):
|
September 30, 2026 |
|
|||||||||
|
Asset |
|
|
Accumulated Amortization |
|
|
Net |
|
|||
Intangible assets, net: |
|
|
|
|
|
|
|
|
|||
In-place leases |
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Above-market leases |
|
|
|
|
( |
) |
|
|
|
||
Lease origination costs |
|
|
|
|
( |
) |
|
|
|
||
Tenant relationships |
|
|
|
|
|
|
|
|
|||
Total intangible assets, net |
|
|
|
|
( |
) |
|
|
|
||
Operating lease ROU assets |
|
|
|
|
|
|
|
|
|||
Other assets: |
|
|
|
|
|
|
|
|
|||
Prepaid expenses |
|
|
|
|
|
|
|
|
|||
Other assets |
|
|
|
|
|
|
|
|
|||
Deposits |
|
|
|
|
|
|
|
|
|||
Total other assets, net |
|
|
|
|
|
|
$ |
|
|||
|
Liability |
|
|
Accumulated Amortization |
|
|
Net |
|
|||
Below-market leases(A) |
$ |
|
|
$ |
( |
) |
|
$ |
|
||
|
December 31, 2025 |
|
|||||||||
|
Asset |
|
|
Accumulated Amortization |
|
|
Net |
|
|||
Intangible assets, net: |
|
|
|
|
|
|
|
|
|||
In-place leases |
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Above-market leases |
|
|
|
|
( |
) |
|
|
|
||
Lease origination costs |
|
|
|
|
( |
) |
|
|
|
||
Tenant relationships |
|
|
|
|
( |
) |
|
|
|
||
Total intangible assets, net |
|
|
|
|
( |
) |
|
|
|
||
Operating lease ROU assets |
|
|
|
|
|
|
|
|
|||
Other assets: |
|
|
|
|
|
|
|
|
|||
Prepaid expenses |
|
|
|
|
|
|
|
|
|||
Other assets |
|
|
|
|
|
|
|
|
|||
Deposits |
|
|
|
|
|
|
|
|
|||
Total other assets, net |
|
|
|
|
|
|
$ |
|
|||
|
Liability |
|
|
Accumulated Amortization |
|
|
Net |
|
|||
Below-market leases |
$ |
|
|
$ |
( |
) |
|
$ |
|
||
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 |
|
$ |
|
|
$ |
|
||
Three months ended September 30, 2025 |
|
|
|
|
|
|
||
Nine months ended September 30, 2026 |
|
|
|
|
|
|
||
Nine months ended September 30, 2025 |
|
|
|
|
|
|
||
11
As of September 30, 2026, the Company had
The following table presents the assets and liabilities associated with the asset held for sale (in thousands):
|
September 30, 2026 |
|
|
Assets |
|
|
|
Land |
$ |
|
|
Buildings |
|
|
|
Fixtures and tenant improvements |
|
|
|
|
|
|
|
Less: Accumulated depreciation |
|
( |
) |
Real estate, net |
|
|
|
Accounts receivable |
|
|
|
Other assets, net |
|
|
|
Assets associated with real estate assets held for sale |
$ |
|
|
|
|
|
|
Accounts payable and other liabilities |
$ |
|
|
Liabilities associated with real estate assets held for sale |
$ |
|
|
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) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Variable lease income(B) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Above-market and below-market leases amortization, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments for potentially uncollectible revenues and disputed amounts(C) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total rental income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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,
12
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 $
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 $
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 $
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 $
Summary
The Company recorded in Fee and other income on the Company’s consolidated statements of operations a cash fee of $
For the nine months ended September 30, 2026, the Company recorded impairment charges aggregating $
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.
13
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 |
|
|||||
September 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
Quantitative Information About Level 3 Fair Value Measurements |
||||||||
|
|
Fair Value at |
|
|
Valuation |
|
|
|
|
|
Description |
|
September 30, 2026 |
|
|
Technique |
|
Unobservable Inputs |
|
Range |
|
Impairment of consolidated assets |
|
$ |
|
|
Indicative Bid |
|
Indicative Bid(A) |
|
N/A |
|
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 |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
Earnings attributable to unvested shares |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net (loss) income after allocation to participating securities |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
Denominators – Number of Shares |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and Diluted—Average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings Per Share: |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
Diluted |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
Basic average shares outstanding do not include restricted stock units (“RSUs”) representing
Common Share Dividends
The Company declared a special cash dividend of $
In October 2026, the Company sold
In October 2026, the Company sold its partnership interests in the Dividend Trust Portfolio joint venture for a gross sales price of approximately $
In , the Company declared a special cash dividend of $
14
In October 2026, the Company entered into an agreement to sell The Blocks for a gross sales price of approximately $
15
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.
16
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 |
) |
|
|
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 |
) |
17
|
|
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 |
) |
|
|
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.
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 |
) |
18
|
|
Operating |
|
|
Real Estate |
|
|
Depreciation |
|
|||
Comparable Portfolio Properties |
|
$ |
1.3 |
|
|
$ |
— |
|
|
$ |
0.2 |
|
Disposition of shopping centers |
|
|
(11.6 |
) |
|
|
(9.8 |
) |
|
|
(25.8 |
) |
|
|
$ |
(10.3 |
) |
|
$ |
(9.8 |
) |
|
$ |
(25.6 |
) |
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 |
|
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 |
|
(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 |
) |
19
Tax expense of taxable REIT subsidiary and state franchise and |
|
(45 |
) |
|
|
(518 |
) |
|
|
473 |
|
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
20
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.
21
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 |
|
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.
22
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 |
|
||
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 |
|
||
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.
23
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%
24
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
25
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:
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
26
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 |
|
|
Company's |
|
|
Weighted- |
|
|
Weighted- |
|
|
Joint |
|
|
Company's |
|
|
Weighted- |
|
|
Weighted- |
|
||||||||
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 |
|
|
Fair |
|
|
100 Basis-Point |
|
|
|
Carrying |
|
|
Fair |
|
|
100 Basis-Point |
|
|
||||||
Company’s proportionate share |
$ |
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.
27
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.
Item 1A. RISK FACTORS
None.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
|
(a) |
|
|
(b) |
|
|
(c) |
|
|
(d) |
|
||||
|
Total |
|
|
Average |
|
|
Total Number |
|
|
Maximum Number |
|
||||
July 1–31, 2026 |
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
August 1–31, 2026 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
September 1–30, 2026 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
73.4 |
|
On December 20, 2022, the Company announced that its Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares. As of September 30, 2026, the Company had repurchased 0.5 million of its common shares under this program in open market purchases in the aggregate at a cost of $26.6 million.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
28
Item 6. EXHIBITS
10.1 |
|
|
|
|
|
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32.1 |
|
|
|
|
|
32.2 |
|
|
|
|
|
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. |
Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, (ii) Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2026 and 2025, (iii) Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2026 and 2025, (iv) Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 and (v) Notes to Consolidated Financial Statements.
29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
SITE CENTERS CORP. |
||||
|
|
|
|
|||
|
|
By: |
|
/s/ Jeffrey A. Scott |
||
|
|
|
|
Name: |
|
Jeffrey A. Scott |
|
|
|
|
Title: |
|
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
Date: November 2, 2026 |
|
|
|
|
|
|
30
Exhibit 10.1
SITE Centers Corp.
3300 Enterprise Parkway
Beachwood, Ohio 44122
September 22, 2026
Curbline Properties Corp.
Curbline Properties LP
320 Park Avenue
27th Floor
New York, NY 10022
Ladies and Gentlemen:
On October 1, 2024, SITE Centers Corp. (“SITC”) completed the separation of its convenience retail property business into a separate publicly traded company named Curbline Properties Corp. (“CURB”). In connection with the spin-off, on October 1, 2024, SITC, CURB and Curbline Properties LP (“CURB OP”) entered into that certain Separation and Distribution Agreement (the “SDA”). In addition, in connection therewith, on the date thereof, SITC, CURB and CURB OP entered into that certain Shared Services Agreement (the “SSA”), pursuant to which, among other things, the parties established various shared services, office sharing and post-separation arrangements. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the SSA and the SDA, as applicable.
Notwithstanding any provision to the contrary in the SSA or the SDA, as may be applicable, the parties hereby agree as follows:
This letter supplements the SSA and the SDA, as applicable, and, to the extent of any conflict between the SSA and the SDA on the one hand, as applicable, and this letter on the other hand, the terms of this letter shall control. Except as expressly provided in this letter, nothing contained herein shall constitute a waiver, amendment or modification to any provision of the SSA or the SDA, each of which shall remain otherwise in full force and effect.
This letter may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. Delivery of an executed counterpart by electronic means shall be effective.
This letter shall in all respects be governed by, and construed in accordance with, the laws (excluding conflict of laws rules and principles) of the State of Delaware applicable to agreements made and to be performed including all matters of construction, validity and performance.
[Signature Pages Follow]
If the above correctly reflects our understanding and agreement with respect to the foregoing matters, please confirm by endorsing the enclosed copy of this letter.
With regards,
SITE CENTERS CORP.
By: /s/ Aaron Kitlowski
Name: Aaron Kitlowski
Title: EVP, General Counsel and Secretary
Accepted and Agreed to by:
CURBLINE PROPERTIES CORP.
By: /s/ Lesley H. Solomon
Name: Lesley H. Solomon
Title: EVP, General Counsel and Secretary
CURBLINE PROPERTIES LP
By: Curbline Properties Corp., its General Partner
By: /s/ Lesley H. Solomon
Name: Lesley H. Solomon
Title: EVP, General Counsel and Secretary
Exhibit 31.1
CERTIFICATIONS
I, David R. Lukes, certify that:
November 2, 2026 |
|
Date |
|
|
|
|
/s/ David R. Lukes |
|
David R. Lukes |
|
President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATIONS
I, Gerald Morgan, certify that:
November 2, 2026 |
|
Date |
|
|
|
|
/s/ Gerald Morgan |
|
Gerald Morgan |
|
Executive Vice President and Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, David R. Lukes, President and Chief Executive Officer of SITE Centers Corp. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
/s/ David R. Lukes |
David R. Lukes |
President and Chief Executive OfficerNovember 2, 2026 |
Exhibit 32.2
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Gerald Morgan, Executive Vice President and Chief Financial Officer of SITE Centers Corp. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
/s/ Gerald Morgan |
Gerald Morgan |
Executive Vice President and Chief Financial OfficerNovember 2, 2026 |