SITE Centers Corp. (SITC)

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

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

EXECUTIVE SUMMARY

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, redeveloping, and managing shopping centers. As of June 30, 2026, the Company’s portfolio consisted of 14 shopping centers (including 10 shopping centers owned through the Dividend Trust Portfolio (“DTP”), an unconsolidated joint venture). At June 30, 2026, the Company owned approximately 3.9 million square feet of gross leasable area (“GLA”) through all its shopping center properties (wholly-owned and joint venture). In addition, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, a portion of which currently serves as the Company’s headquarters.

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

For the six months ended June 30, 2026, the decrease in Net (loss) income, as compared to the prior-year period, primarily was the result of impairment charges, a decrease in rental income as a result of property dispositions, a decrease in gains on the disposition of real estate and a decrease in condemnation revenue, partially offset by the gain on the sale of joint venture interests, an increase in interest income and decreases in interest expense and depreciation and amortization expense.

SITE Centers Strategy

The Company continues to pursue the monetization of its investment in the DTP joint venture and the sale of its remaining wholly-owned properties, though no assurances can be given that such efforts will result in additional asset sales. The Company has entered into agreements to sell Shoppes at Paradise Pointe (Fort Walton Beach, Florida) and The Maxwell (Chicago, Illinois) for approximately $8.4 million and $15.3 million in cash, respectively, subject to adjustment for certain closing pro-rations, allocations and credits. The general due diligence period has expired under both of these sale agreements and the closings are expected to occur by the end of the third quarter of 2026. These closings remain subject to customary conditions, including, but not limited to, delivery of estoppel letters from tenants, the accuracy of the Company’s representations in all material respects and the absence of material casualty or condemnation events.

The timing of remaining asset sales may be impacted by general economic conditions, local conditions in the markets in which the Company’s remaining properties are situated and other property-specific considerations. Prospects for selling the retail condominium units that comprise The Blocks (Portland, Oregon) may be impacted by challenging local conditions and vacancy, and timing and the amount of proceeds from the sale of the Company’s corporate headquarters (Beachwood, Ohio) may be impacted by Curbline Properties Corp.’s (“Curbline Properties” or “Curbline”) contractual option to lease space in the buildings.

The Company’s ability and timing to monetize the value of its investment in the DTP joint venture may be impacted by the degree of cooperation of the joint venture partner and the limited rights afforded the Company under the joint venture agreement (including the requirement that the Company obtain the joint venture partner’s consent to the sale of individual joint venture properties or to the Company’s sale of its interests in the joint venture). The Company is in discussions with its joint venture partner and continues to maintain an elevated cash balance in order to maximize the Company’s alternatives for monetizing its joint venture investment. On June 29, 2026, the Company delivered a buy-sell notice to its partner under the joint venture agreement. Pursuant to the terms of the joint venture agreement, unless an alternative consensual resolution is agreed between the Company and its partner, the partner is required to inform the Company by August 31, 2026 of its decision to either purchase the Company’s 20% interest in the

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joint venture for a price of approximately $32.4 million or sell its 80% interest in the joint venture to the Company for a price of approximately $129.6 million. Pursuant to the terms of the joint venture agreement, closing of the transaction should occur no later than October 15, 2026. No assurances can be given that the partner will comply with the terms of the joint venture agreement or perform its obligations under the joint venture agreement with respect to the buy-sell notice. With its partner’s consent, the Company may continue to explore the sale of its interests in the joint venture to third parties as an alternative to completing the buy-sell transaction.

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

For risks related to the Company’s strategy, see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Company expects that rental income and net income will decrease in future periods as compared to corresponding prior year periods as a result of the significant disposition activity and declining property revenues. However, the Company’s general and administrative expenses will remain elevated prior to the expected termination of the Shared Services Agreement on October 1, 2027 as a result of the contractual obligations and services owing to Curbline thereunder.

Transaction and Capital Market Highlights

Transaction and capital market highlights through July 31, 2026 include the following:

•
Sold five wholly-owned shopping centers and a land parcel for aggregate sales prices of $147.0 million; and

•
Paid a special cash dividend of $1.00 per common share on July 31, 2026.

•
Sold the Company’s interests in the RVIP IIIB joint venture that owned Deer Park Town Center (Deer Park, Illinois).

Operations

Operational data for the Company’s retail portfolio at June 30, 2026, include the following:

•
Total portfolio average annualized base rent per square foot was $18.40 at June 30, 2026, as compared to $22.61 at December 31, 2025 and $19.83 at June 30, 2025, all on a pro rata basis, respectively and

•
The aggregate occupancy of the Company’s operating shopping center portfolio was 81.1% at June 30, 2026, as compared to 85.9% at December 31, 2025 and 87.5% at June 30, 2025, all on a pro rata basis.

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

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RESULTS OF OPERATIONS

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

Revenues from Operations (in thousands)

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

(1)
The changes in base and percentage rental income were due to the following (in millions):

At June 30, 2026 and 2025, the Company owned four and 20 wholly-owned retail properties as of each balance sheet date that had an aggregate occupancy rate of 66.9% and 87.2% and an average annualized base rent per occupied square foot of $24.12 and $20.01, respectively. The decrease in occupancy rate and increase in average annualized base rent per occupied square foot was due to a combination of transactional activity, the mix of properties sold and overall decreases in occupancy.

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(2)
Recov

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, redeveloping and managing shopping centers. As of December 31, 2025, the Company’s portfolio consisted of 19 shopping centers (including 11 shopping centers owned through two unconsolidated joint ventures). At December 31, 2025, the Company owned 5.0 million square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture). At December 31, 2025, the aggregate occupancy of the Company’s operating shopping center portfolio was 85.9% on a pro rata basis, and the average annualized base rent per occupied square foot was $22.61 on a pro rata basis. In addition, at December 31, 2025, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet, yielding approximately 227,000 square feet of GLA, of which the Company occupies approximately 60,000 square feet of GLA and approximately 167,000 square feet of GLA is leased or available to be leased to third parties. In January 2026, the Company sold its interest in the RVIP IIIB joint venture (Deer Park Town Center in Deer Park, Illinois).

Curbline Spin-Off

In October 2023, the Company announced a plan to spin off a portfolio of convenience retail assets into a separate, publicly traded company to be named Curbline Properties Corp. (“Curbline” or “Curbline Properties”) in recognition of the distinct characteristics and opportunities within the Company’s unanchored and grocery, lifestyle and power center portfolios. Convenience

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properties are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering enhanced access and visibility along with dedicated parking and often include drive-thru units. Convenience properties generally consist of a homogeneous row of primarily small-shop units leased to a diversified mixture of national and local service and restaurant tenants that cater to daily convenience trips from the growing suburban population.

As of September 30, 2024, the Curbline portfolio consisted of 79 wholly-owned convenience retail assets consisting of approximately 2.7 million square feet of GLA. The separation of Curbline was completed on October 1, 2024.

On October 1, 2024, the Company, Curbline and Curbline Properties LP (the “Operating Partnership”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), which provided for the principal transactions necessary to complete the spin-off, including the allocation among the Company, Curbline and the Operating Partnership of the Company’s assets, liabilities and obligations attributable to periods both prior to and following the spin-off. In particular, the Separation and Distribution Agreement provided, among other things, that certain assets relating to Curbline’s business were to be transferred to the Operating Partnership or the applicable Curbline subsidiary, including equity interests of certain Company subsidiaries that held assets and liabilities related to Curbline, interests in real property, certain tangible personal property, cash and cash equivalents held in Curbline accounts (including the transfer to Curbline of unrestricted cash of $800.0 million upon consummation of the spin-off) and other assets primarily used or held primarily for use in Curbline’s business. The Separation and Distribution Agreement also provided that certain liabilities relating to Curbline’s business were to be transferred to the Operating Partnership or the applicable Curbline subsidiary, including liabilities relating to or arising out of the operation of Curbline’s business after the effective time of the spin-off and liabilities expressly allocated to Curbline or one of its subsidiaries by the Separation and Distribution Agreement or certain other agreements entered into in connection with the spin-off.

Additionally, the Separation and Distribution Agreement contains provisions that obligate the Company to complete certain redevelopment projects at properties that are owned by Curbline. As of December 31, 2025, these redevelopment projects were estimated to cost $21.3 million to complete.

On October 1, 2024, the Company, Curbline and the Operating Partnership also entered into a Shared Services Agreement (the “Shared Services Agreement”), which provides that, subject to the supervision of the Company’s Board of Directors and executives, the Operating Partnership or its affiliates will provide the Company (i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operation of a REIT similarly situated to the Company, including supervising various business functions of the Company necessary for the day-to-day management operations of the Company and its affiliates and (ii) transaction services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to the Company, including the provision of personnel at both the leadership and operational levels necessary to ensure effective and efficient preparation, negotiation, execution and implementation of real estate transactions, as well as overseeing post-transaction activities and alignment with the Company’s strategic objectives. The Operating Partnership or its affiliates provides the Company with a Chief Executive Officer and Chief Investment Officer but the Company employs its own Chief Financial Officer, Chief Accounting Officer and General Counsel.

The Shared Services Agreement also requires the Company to provide the Operating Partnership and its affiliates the services of its employees and the use or benefit of such other of the Company’s assets and resources as may be necessary or useful to establish and operate various business functions of the Operating Partnership and its affiliates in a manner as would be established and operated for a REIT similarly situated to Curbline. The Operating Partnership has the authority to supervise the employees of the Company and its affiliates and direct and control the day-to-day activities of such employees while such employees are providing services to the Operating Partnership or its affiliates under the Shared Services Agreement.

The Operating Partnership pays the Company a fee in the aggregate amount of 2.0% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement) during the term of the Shared Services Agreement to be paid in monthly installments each month in arrears no later than the tenth calendar day of each month based upon Curbline’s Gross Revenue for the prior month. There is no separate fee paid by the Company in connection with the provision of services by the Operating Partnership or its affiliates under the Shared Services Agreement. Unless terminated earlier, the term of the Shared Services Agreement will expire on October 1, 2027. In the event of certain early terminations of the Shared Services Agreement, the Company will be obligated to pay a termination fee to the Operating Partnership equal to $2.5 million multiplied by the number of whole or partial fiscal quarters remaining in the Shared Services Agreement’s three-year term (or $12.0 million in the event the Company terminates the agreement for convenience on October 1, 2026).

The Company is also obligated to provide Curbline Properties and its affiliates with space at the Company’s offices located in Beachwood, Ohio, New York, New York and Boca Raton, Florida at no additional cost until October 1, 2027 or such earlier date as the Shared Services Agreement is terminated as a result of a change in control of Curbline Properties or a material breach by Curbline Properties and its affiliates under the Shared Services Agreement (a “Sanctioned Termination Event”). Curbline Properties and its affiliates also have an option exercisable on or prior to October 1, 2027 (or such earlier date as the Shared Services Agreement is

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terminated pursuant to a Sanctioned Termination Event) to enter into a lease agreement for office space at the Company’s corporate headquarters location in Beachwood, Ohio for an initial five-year term at 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).

The Company, Curbline and the Operating Partnership also entered into a tax matters agreement (the “Tax Matters Agreement”), which governs the rights, responsibilities and obligations of the parties following the spin-off with respect to various tax matters and provides for the allocation of tax-related assets, liabilities and obligations. In addition, the Company, Curbline and the Operating Partnership entered into an employee matters agreement (“the Employee Matters Agreement”), which governs the respective rights, responsibilities, and obligations of the parties following the spin-off with respect to transitioning employees, equity plans and retirement plans, health and welfare benefits, and other employment, compensation, and benefit-related matters.

SITE Centers Strategy

The Company intends to pursue the marketing and sale of its remaining wholly-owned properties and to monetize the value of its investment in the DTP joint venture. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which our remaining properties are situated and other property-specific considerations. The Company’s ability and timing to monetize the value of its investment in the DTP joint venture may be impacted by the degree of cooperation of the joint venture partner and the limited rights afforded the Company under the joint venture agreement (including the requirement that the Company obtain the joint venture partner’s consent to the sale of individual joint venture properties and distribution of resulting proceeds). See Item 1A. Risk Factors under the captions “Risks Relating to the Company’s Strategy–The Company May Have Difficulty Selling Its Remaining Real Estate Investments at Attractive Prices or at All” and “–The Company May Have Difficulty Realizing Value from Its Interest in the DTP Joint Venture.”

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

The Company is currently in various stages of marketing several wholly-owned assets for sale, though no assurances can be given that such efforts will result in additional asset sales. As of February 26, 2026, the Company had entered into agreements to sell two properties for which the bu

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