SEC Form PRE 14A filed by SITE Centers Corp.

In accordance with Rule 14a-6(d) under Regulation 14A of the Securities Exchange Act of 1934, please be advised that SITE Centers Corp. intends to release definitive copies of the Proxy Statement to security holders beginning on or about March 31, 2026.

						Notice of Annual Meeting of Shareholders

To the Holders of Common Shares of SITE Centers Corp.:

The 2026 Annual Meeting of Shareholders of SITE Centers Corp. will be held as follows:

By order of the Board of Directors,

Aaron M. Kitlowski

Secretary

Dated: March [ ], 2026

2026 Proxy Statement Table of Contents

 PROXY STATEMENT SUMMARY 

1. Proxy Statement Summary

This Proxy Statement Summary contains highlights and information that can be found elsewhere in this Proxy Statement as indicated by the applicable page references. This summary does not contain all of the information that you should consider, and therefore you should read the entire Proxy Statement.

2026 Annual Meeting of Shareholders

Voting Matters and Board Recommendations

 PROXY STATEMENT SUMMARY 

How to Vote

Shareholders of record (i.e., shareholders who own shares in their own name as reflected in the records of our transfer agent, Computershare Trust Company, N.A. (“Computershare”)) may vote their shares in any of the following ways:

By Internet: To submit a proxy over the internet, go to www.investorvote.com/sitc and follow the instructions on how to complete an electronic proxy. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.
By Telephone: To submit a proxy by telephone, call toll free 1-800-652-8683. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.
By Mail: If you received a full paper set of proxy materials, date and sign your proxy card and mail it in the enclosed, postage-paid envelope. You do not need to mail the proxy card if you are submitting your proxy by internet or telephone.
At the Meeting: To vote at the Annual Meeting, visit www.meetnow.global/M4FHMTJ. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.

Shareholders whose shares are held of record by a broker, bank, trust or other nominee may vote their shares by following the instructions provided by such broker, bank, trust or other nominee or at the Annual Meeting. Please note that if your shares are held of record by a broker, bank, trust or other nominee, you must register in advance in order to vote electronically at the Annual Meeting. To register in advance, you must forward a legal proxy from your broker, bank, trust or other nominee holding your shares to Computershare at [email protected] no later than 5:00 p.m. Eastern Time on Friday, May 8, 2026. You will receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetnow.global/M4FHMTJ and enter your control number.

Even if you intend to attend the Annual Meeting, we encourage you to submit your proxy in advance of the Annual Meeting.

Internet Availability of Proxy Materials

SEC rules permit us to furnish proxy materials, including this Proxy Statement and our 2025 Annual Report, to our shareholders by providing access to such documents on the internet instead of mailing printed copies. Accordingly, on or about March [ ], 2026, we are sending the Notice of Internet Availability of Proxy Materials to our shareholders of record as of the close of business on the Record Date. Shareholders receiving a Notice of Internet Availability of Proxy Materials by mail will not receive a printed copy of proxy materials unless they so request. Instead, the Notice of Internet Availability of Proxy Materials will instruct shareholders as to how they may access and review proxy materials on the internet. Shareholders who receive a Notice of Internet Availability of Proxy Materials by mail who would like to receive a printed copy of the Company’s proxy materials, including a proxy card, should follow the instructions for requesting these materials included in the Notice of Internet Availability of Proxy Materials.

 PROXY STATEMENT SUMMARY 

2026 Director Nominees

Our Board of Directors (the “Board”) strives to maintain an independent, balanced and diverse set of Directors that collectively possess the skills and expertise to provide effective oversight of management and the execution of the Company’s strategy. Two of our Director nominees are women and one of our Director nominees is a member of an underrepresented community, which the Company defines as someone who self-identifies as Black, African American, North African, Middle Eastern, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, Alaskan Native, or a member of the LGBTQIA+ community. The average age of our Director nominees is 57 years and the average tenure of our Director nominees is five years.

2025 Performance Highlights

In 2025, the Company sold 14 wholly-owned properties for an aggregate gross sales price of approximately $752.5 million, repaid approximately $306.8 million of consolidated mortgage debt and returned approximately $355.7 million to shareholders ($6.75 per share) through special dividends. In recognition of the volume of the Company’s asset sales and the reduced scale of its operations, in December 2025, the Company announced its intention to market its remaining properties for sale and monetize the value of its remaining joint venture investments.

As of March 10, 2026, the Company had sold two additional wholly-owned properties and its interest in one joint venture property during 2026 for approximately $95.3 million in the aggregate, leaving the Company with six wholly-owned shopping centers, a 20% interest in a joint venture that owned ten shopping centers, and our corporate headquarters in Beachwood, Ohio.

 PROXY STATEMENT SUMMARY 

Corporate Governance Highlights

We remain committed to high standards of corporate governance, which we believe promote management of the Company for the benefit of our stakeholders as it pursues its disposition strategy.

Compensation Practices

On October 1, 2024, the Company completed the spin-off of Curbline Properties Corp. (“Curbline Properties”), the first publicly traded REIT focused on the convenience property sector. In connection with the spin-off, the employment of Mr. Lukes, the Company’s CEO, and Mr. Cattonar, the Company’s Chief Investment Officer (“CIO”), was transferred to Curbline Properties and the Company entered into a shared services agreement with Curbline Properties and its affiliates (the “Shared Services Agreement”). Pursuant to the terms of the Shared Services Agreement, Curbline Properties and its affiliates are responsible for (1) providing the Company with leadership and management services, including a CEO and a CIO, and (2) making all compensation determinations for and payments to any CEO and CIO provided to the Company by Curbline Properties. Under this arrangement, since the spin-off of Curbline Properties, Messrs. Lukes and Cattonar have continued to serve as our CEO and CIO, respectively; however, they are not employed by the Company, and the Company is not obligated to provide any direct or indirect compensation for their service as our CEO or CIO. Further, to the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any compensation specifically for their service to us as our CEO and CIO, respectively, during 2025.

The Company continues to be responsible for the compensation of our named executive officers who are employed by the Company (namely Gerald R. Morgan, our Chief Financial Officer (“CFO”), and Aaron M. Kitlowski, our General Counsel), and the Compensation Committee continues to oversee the design and administration of, and changes to, the Company’s compensation programs with respect to these executives.

 PROXY STATEMENT SUMMARY 

2025 Executive Compensation

The table below summarizes 2025 compensation awarded or paid by the Company to our named executive officers as reported in the 2025 Summary Compensation Table included in this Proxy Statement. Historically, our Compensation Committee has established both quantitative and qualitative performance metrics governing our annual incentive compensation program in the first quarter of each year. However, in recognition of the Company’s plan to market a significant number of properties for sale during 2025 and the inability to forecast the timing and impact of these sales on the Company’s financial results and operating metrics, the Compensation Committee determined in early 2025 that payouts to the Company’s employed executives under the 2025 annual incentive compensation program would be based entirely on the Compensation Committee’s year-end qualitative assessment of their performance (subject to the terms set forth in each executive’s employment agreement).

In February 2026, based on a qualitative assessment of their performance during 2025, the Compensation Committee approved incentive compensation payouts for Messrs. Morgan and Kitlowski of $300,000 and $675,000, respectively, which represented the maximum amount of the annual incentive award opportunities provided for under their employment agreements.

For more details on 2025 executive compensation, see the “Compensation Discussion and Analysis” section beginning on page 20 of this Proxy Statement and the 2025 Summary Compensation Table on page 26 of this Proxy Statement.

2. Proposal One: Election of Five Directors

Proposal Summary and Board Recommendation

At the Annual Meeting, unless you specify otherwise, the common shares represented by your proxy will be voted to elect the five Director nominees identified below. If any of the Director nominees is not a candidate when the election occurs for any reason (which is not expected) and the size of our Board remains unchanged, then our Board intends that proxies will be voted for the election of a substitute Director nominee designated by our Board as recommended by the Nominating and Corporate Governance Committee.

BOARD RECOMMENDATION:

“FOR” ALL FIVE DIRECTOR NOMINEES

Director Nominees for Election at the Annual Meeting

Our Board consists of five Directors. The qualifications of our Board members are intended to include a mix of the skills and expertise that are relevant to our business and the execution of our disposition strategy.

Our Board has nominated and recommends that shareholders vote “FOR” the election of each of the following Director nominees. All nominees currently serving as Directors were elected by the shareholders at the 2025 Annual Meeting. If Proposal Two is approved, all Directors will be elected for a term of three years. If Proposal Two is not approved, all Directors will be elected for a term of one year and shall hold office until the next succeeding annual meeting and until a successor is duly elected and qualified.

Independent Directors

Our Board has affirmatively determined that all Directors who served during 2025 (except for Messrs. Lukes and Cattonar) were, and all Directors nominated by the Board for election in 2026 (except for Messrs. Lukes and Cattonar) are, independent within the meaning of the rules of the NYSE and, as applicable, the rules of the SEC, including with respect to the applicable Director’s service on the Compensation Committee and/or the Audit Committee. Our Corporate Governance Guidelines provide that our Board will be comprised of a majority of independent Directors and that only those Directors or Director nominees who meet the listing standards of the NYSE will be considered independent. Our Board reviews annually the relationships that each Director or Director nominee has with us (either directly or indirectly), and only those Directors or Director nominees whom our Board affirmatively determines have no material relationship with us will be considered independent.

Director Qualifications and Review of Director Nominees

The Nominating and Corporate Governance Committee periodically reviews the composition of our Board as a whole and recommends, if necessary, actions to be taken so that our Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for our Board as a whole and contains at least the minimum number of independent Directors required by applicable laws and regulations and our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee is responsible for ensuring that the composition of our Board appropriately reflects the needs of our business and, in furtherance of this goal, proposing the addition of Directors and requesting the resignation of Directors for purposes of ensuring the requisite skill sets and commitment of the Directors to actively participate in Board and committee meetings. Directors should possess such attributes and experience as are necessary to provide a broad range of personal characteristics including diversity, management skills, and real estate and general business experience. Directors should commit the requisite time for preparation and attendance at regularly scheduled Board and committee meetings, as well as participate in other matters necessary to ensure we are well-positioned to engage in best corporate governance practices.

In evaluating a Director candidate, the Nominating and Corporate Governance Committee considers factors that are in the best interests of the Company and its shareholders, including the knowledge, experience, integrity and judgment of each candidate; the potential contribution of each candidate to the diversity of backgrounds, experience and competencies that our Board desires to have represented; each candidate’s ability to devote sufficient time and effort to his or her duties as a Director; independence and willingness to consider all strategic proposals; any other criteria established by our Board and any core competencies or real estate expertise necessary to staff Board committees. In addition, the Nominating and Corporate Governance Committee will consider potential members’ qualifications to be independent under the NYSE listing standards in accordance with our Corporate Governance Guidelines, and will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills, and expertise that are likely to enhance our Board’s ability to oversee our affairs and business, including, when applicable, to enhance the ability of committees of our Board to fulfill their duties.

The Nominating and Corporate Governance Committee will consider suggestions forwarded by shareholders to our Secretary concerning qualified candidates for election as Directors. To recommend a prospective candidate for the Nominating and Corporate Governance Committee’s consideration and potential recommendation to the Board for nomination for Director, a shareholder may submit the candidate’s name and qualifications to our Corporate Secretary at the following address: 3300 Enterprise Parkway, Beachwood, Ohio 44122. The Nominating and Corporate Governance Committee has not established specific minimum qualifications that a candidate must have to be recommended to our Board. However, in determining qualifications for new Directors, the Nominating and Corporate Governance Committee considers those guidelines described above. The Nominating and Corporate Governance Committee will consider a pool of potential Board candidates established from recommendations from shareholders and third parties, including management and current Directors. The Nominating and Corporate Governance Committee may, in its discretion, retain a search consultant to supplement the pool of potential Board candidates considered for nomination.

Our Amended and Restated Code of Regulations sets forth the requirements with respect to the nomination of candidates for Director by shareholders.

2024 Director Transition and Current Board Composition

In connection with the spin-off of Curbline Properties, on September 30, 2024, most of the Company’s then current independent Directors (including the former Chair of our Board, Terrence R. Ahern) resigned from the Board in order to join

the board of directors of Curbline Properties. In anticipation of this transition, Messrs. Ahern and Lukes and members of the Nominating and Corporate Governance Committee held extensive discussions during 2024 regarding the appropriate size and composition of the Board following the separation of Curbline Properties. Ms. Sweeney was identified at the outset of these conversations as a strong candidate to serve as the Chair of the Board following the spin-off of Curbline Properties based on her leadership skills and familiarity with the Company and its go-forward strategy. Messrs. Ahern and Lukes and Ms. Sweeney also agreed that a Board comprised of five Directors, including three independent Directors, could efficiently and effectively provide oversight of a company with a smaller portfolio and a focused strategy to realize value through operations and the sale of additional properties.

Messrs. Ahern and Lukes and Ms. Sweeney then worked to identify two additional independent Directors to join the Board upon completion of the separation of Curbline Properties in October 2024, placing an emphasis on candidates with backgrounds that would fulfill the needs of the Board and complement the Company’s strategy. Following the consideration and interview of several candidates, Messrs. Ahern and Lukes, Ms. Sweeney and members of the Nominating and Corporate Governance Committee recommended that the Board elect Mr. Boston and Ms. Foster Curry upon the completion of the spin-off. In particular, Mr. Boston was recommended because of his perspective as a REIT investor, his demonstrated ability to effectively chair an audit committee and his experience as a director of RVI, a prior spin-off of the Company that sold its final asset and filed a certificate of dissolution in 2022. Ms. Foster Curry was selected because of her ability to leverage her extensive experience in the brokerage, sale and financing of commercial real estate transactions to assist the Board’s oversight in connection with additional property sales recommended by management. Finally, Mr. Lukes recommended that the Board elect Mr. Cattonar, our CIO, as a Director based on the Company’s strategy to explore sales of additional properties and Mr. Cattonar’s familiarity with the Company’s properties, his significant experience in acquiring and disposing of retail real estate and his familiarity with investors who might be interested in acquiring properties similar to those owned by the Company. The Board continues to believe that its current members have the appropriate mix of experience and perspectives to oversee the execution of the Company’s strategy to realize value for shareholders through anticipated sales of its remaining properties and monetization of its remaining joint venture investment.

Proxy Access

Our Amended and Restated Code of Regulations provides proxy access pursuant to which a shareholder or group of up to 20 shareholders satisfying specified eligibility requirements may include Director nominees in our proxy materials for annual meetings. To be eligible to use proxy access, such shareholders must, among other requirements:

The maximum number of Director nominees that may be submitted pursuant to these provisions may not exceed 20% of the number of Directors then in office but in no event shall such maximum number be less than two.

Majority Vote Standard

Consistent with best corporate governance practices, the Articles of Incorporation provide for a majority vote standard in uncontested elections (subject to the Director resignation policy set forth in our Corporate Governance Guidelines) and a plurality vote standard in contested elections of Directors. An election of Directors is contested when the number of nominees for election as a Director exceeds the number of Directors to be elected. Under a majority vote standard, each vote is specifically counted “For” or “Against” the Director nominee’s election and an affirmative majority of the total number of votes cast “For” or “Against” a Director nominee will be required for election. Shareholders are entitled to abstain with respect to the election of a Director nominee. With respect to the election of Directors, broker non-votes and abstentions will not be considered votes cast at the Annual Meeting and will be excluded in determining the number of votes cast at the Annual Meeting.

Security Ownership of Directors and Management

The following table sets forth certain information regarding the beneficial ownership of our common shares as of February 20, 2026, except as otherwise disclosed in the notes below, by (1) our Directors, (2) our named executive officers, and (3) our current executive officers and Directors, as a group. The following beneficial owners have sole voting power and sole investment power with respect to all common shares set forth opposite their respective names.

4. Proposal Two: Approval of an Amendment to the Company’s Amended and Restated Code of Regulations to Increase Director Terms to Three Years

Proposal Summary and Board Recommendation

Upon completion of the spin-off of Curbline Properties on October 1, 2024, the Company owned and managed 22 wholly-owned shopping centers, 11 shopping centers in joint ventures and one corporate office building complex (its corporate headquarters in Beachwood, Ohio). Since that time, we have pursued a strategy of realizing value in our shopping center portfolio through operations and sales of our remaining assets. In recognition of the volume of the Company’s asset sales and the reduced scale of its operations, in December 2025, the Company announced its intention to market its remaining properties for sale and monetize its remaining joint venture investments. As of March 10, 2026, we owned six wholly-owned shopping centers, a 20% interest in a joint venture that owned ten shopping centers, and our corporate headquarters in Beachwood, Ohio. The Company is in the process of marketing the majority of its remaining wholly-owned properties for sale and is pursuing the resolution of its remaining joint venture investment.

Following the anticipated sale of our remaining properties and monetization of the value of our remaining joint venture investment, we expect to file a certificate of dissolution with the Secretary of State of the State of Ohio. Pursuant to Ohio law, a corporation that files a certificate of dissolution continues to exist for a period of five years for the purpose, among others, of paying, satisfying and discharging any unknown or contingent claims or any debts or other obligations. During this time, we expect to resolve remaining receivables and obligations, conduct certain corporate and administrative functions and make any final distributions to our shareholders. We do not expect to have material business operations during this period. Furthermore, we expect to delist our shares from trading on the NYSE at some point in the future as our stock price approaches per share and market capitalization levels that would trigger their automatic delisting. Once we delist our shares from the NYSE, we will no longer be subject to its requirement to maintain a Board consisting of a majority of independent Directors, and we expect to eventually transition to a Board comprised of management Directors.

One of the specific requirements of Ohio law is that we continue to hold annual meetings of shareholders during this wind-down period. Presently, Article II, Section 3 of our Amended and Restated Code of Regulations provides that Director terms expire, and that new or continuing Directors be elected, at each annual meeting of shareholders. In order to avoid failed elections or other negative outcomes, we solicit proxies to vote shares with respect to Director elections at each annual meeting of shareholders. This process, however, involves the expenditure of significant resources, including fees paid to third-party advisors and other service providers. Because of the annual meeting requirement of Ohio law, compliance with our Amended and Restated Code of Regulations results in us incurring these expenses annually.

Given the likely limited and routine nature of our operations following the anticipated sale of our remaining assets and during the subsequent wind-up period, as well as the expected future nature of our Board, we do not believe it is in the interests of our shareholders to continue to elect Directors annually in light of the related proxy solicitation expense. For this reason, we are asking shareholders to adopt an amendment to our Amended and Restated Code of Regulations to increase Director terms from one to three years, which is the maximum permissible term under Ohio law.

The full text of the proposed amendment to the Amended and Restated Code of Regulations, marked to show the proposed change in Article II, Section 3, is set forth in Appendix A to this Proxy Statement. The general description of the proposed amendment to the Amended and Restated Code of Regulations set forth herein is qualified in its entirety by reference to the text of Appendix A. If this Proposal Two is approved, the proposed amendment will take effect immediately and Directors elected at the Annual Meeting will be elected for three-year terms.

BOARD RECOMMENDATION:

“FOR” THE APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CODE OF REGULATIONS TO INCREASE DIRECTOR TERMS TO THREE YEARS

5. Proposal Three: Approval of an Amendment to the Company’s Amended and Restated Code of Regulations to Replace the Existing Majority Voting Power Quorum Requirement

Proposal Summary and Board Recommendation

As discussed in Proposal Two, we are pursuing a strategy to market the Company’s remaining properties for sale and monetize its remaining joint venture investment. As of March 10, 2026, we owned six wholly-owned shopping centers, a 20% interest in a joint venture that owned ten shopping centers, and our corporate headquarters in Beachwood, Ohio. Following the anticipated sale of our remaining properties and monetization of the value of our remaining joint venture investment, we expect to file a certificate of dissolution with the Secretary of State of the State of Ohio and do not expect to have material operations during the subsequent five-year wind-up period.

Ohio law requires that a “quorum” of shareholders be present in person, by proxy or by the use of communications equipment in order for business conducted at a shareholder meeting to be valid. Presently, Article I, Section 5 of our Amended and Restated Code of Regulations provides that, subject to limited exception, the holders of shares entitling them to exercise a majority of voting power entitled to vote at any meeting, present in person or by proxy, constitute a quorum.

While seeking to dispose of our remaining properties, monetize our remaining joint venture investment and wind up our operations, we expect our market capitalization to become increasingly limited as we aim to distribute available funds to our shareholders. Additionally, our shares may become less attractive to institutional holders as the trading price of our shares decreases or if they are delisted from trading on the NYSE. As our market capitalization decreases, we expect that it will become increasingly difficult to secure the representation of voting shares, either in person or by proxy, currently required by our Amended and Restated Code of Regulations to conduct business at shareholder meetings. Nonetheless, this does not relieve the Company of its obligation under Ohio law to convene shareholder meetings annually, although we expect that any business conducted at these meetings will be highly ministerial in nature, especially in the event that Proposal Two is approved and the terms of our Directors are increased from one year to three years.

In light of these circumstances, we do not believe the expenditure of the resources that would be necessary to secure the level of shareholder representation currently required by the quorum provision of our Amended and Restated Code of Regulations is likely to serve our shareholders’ best interests in the future. For this reason, we are asking shareholders to adopt an amendment to our Amended and Restated Code of Regulations to decrease our quorum requirement for shareholder meetings to the default standard under Ohio law: the holders of shares present in person, by proxy or by use of communications equipment.

The full text of the proposed amendment to the Amended and Restated Code of Regulations, marked to show the proposed change in Article I, Section 5, is set forth in Appendix B to this Proxy Statement. The general description of the proposed amendment to the Amended and Restated Code of Regulations set forth herein is qualified in its entirety by reference to the text of Appendix B.

BOARD RECOMMENDATION:

“FOR” THE APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CODE OF REGULATIONS TO REPLACE THE MAJORITY VOTING POWER QUORUM REQUIREMENT

6. Proposal Four: Approval, on an Advisory

Basis, of the Compensation of the

Company’s Named Executive Officers

Proposal Summary and Board Recommendation

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are asking you to cast an advisory (non-binding) vote on the following resolution at the Annual Meeting:

RESOLVED, that, on an advisory basis, the compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the “Compensation Discussion and Analysis,” compensation tables and related narratives and descriptions of our Proxy Statement for the 2026 Annual Meeting of Shareholders, is hereby APPROVED.

This advisory vote, commonly known as a “Say-on-Pay” vote, gives you the opportunity to express your views about the compensation we pay to our named executive officers, as described in this Proxy Statement. The Board believes that our executive compensation program is designed appropriately and working effectively to help ensure that we compensate our employed named executive officers for the achievement of goals which will enhance shareholder value. Before you vote, please review the sections captioned “Compensation Discussion and Analysis” and “Executive Compensation Tables and Related Disclosure” below. These sections describe our named executive officer pay programs and the rationale behind the decisions made by our Compensation Committee.

You may vote “FOR” or “AGAINST” the resolution or abstain from voting on the resolution. The result of the Say-on-Pay vote will not be binding on us or our Board; however, the Board values the views of our shareholders. The Board and Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions.

This non-binding advisory vote is currently scheduled to be conducted every year and therefore is currently expected to take place at our 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”). However, in accordance with SEC rules and regulations, a Say-on-Pay vote is not required to be conducted at shareholder meetings where Directors are not elected. Therefore, as a practical matter, if Proposal Two is approved, the next Say-on-Pay vote is expected to be held at our 2029 Annual Meeting of Shareholders.

BOARD RECOMMENDATION:

“FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

We believe that you should vote “FOR” the approval, on a non-binding, advisory basis, of our named executive officer compensation, which is described more fully under the section captioned “Compensation Discussion and Analysis.”

In connection with the completion of the spin-off of Curbline Properties on October 1, 2024, the employment of Messrs. Lukes and Cattonar was transferred to Curbline Properties which, in turn, has made these executives available to serve as our CEO and CIO pursuant to the terms of the Shared Services Agreement. Under this arrangement, the Company is not obligated to provide any direct or indirect compensation for their service as our CEO or CIO and, to the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any compensation specifically for their service to us as our CEO and CIO, respectively, during 2025.

The Company continues to be responsible for the compensation of the named executive officers who are employed by the Company (namely Mr. Morgan, our CFO, and Mr. Kitlowski, our General Counsel), and the Compensation Committee

continues to oversee the design and administration of, and changes to, the Company’s compensation programs with respect to these executives. Historically, we have established goals and objectives applicable to annual incentives and long-term equity incentives awarded to our employed executives so that the level of realized compensation appropriately corresponds to the executives’ contributions to the Company’s achievements. In February 2025, recognizing the Company’s plan to explore the sale of a significant number of additional properties during the course of 2025 and the inability to forecast the timing and quantitative impact of these dispositions, our Compensation Committee determined that annual incentive award payouts for 2025 for our employed named executive officers would be based entirely on the Compensation Committee’s year-end qualitative assessment of their performance. We believe you should vote “FOR” the 2025 compensation of our named executive officers because it was aligned with our actual 2025 performance and appropriately reflects the Company’s achievements resulting from their leadership.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the Proxy Statement for the 2026 Annual Meeting of Shareholders for filing with the SEC.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during 2025 were Gary N. Boston, Cynthia Foster Curry and Dawn M. Sweeney. None of our executive officers serves or has served on the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity for which any of the members of our Compensation Committee at the same time serves or served as an executive officer. Also, none of our executive officers serves or served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity, one of whose executive officers at the same time serves or served as a member of our Board.

7. Compensation Discussion and Analysis

Overview

In this section of the Proxy Statement, we explain our compensation arrangements with our executive officers who constitute our named executive officers for 2025 and provide a review of decisions made with respect to the Company’s 2025 named executive officer compensation program. Our goal in this section is to present our compensation practices and our decisions made concerning the compensation payable by us to our named executive officers identified in the “2025 Summary Compensation Table” below. We refer to the executive officers included in that table, namely Mr. Lukes (our President and CEO), Mr. Morgan (our Executive Vice President (“EVP”) and CFO), Mr. Cattonar (our EVP and CIO) and Mr. Kitlowski (our EVP and General Counsel) as our “named executive officers.”

The Compensation Committee of our Board, referred to in this section as the “Committee,” generally designs and administers our executive compensation program. Except as otherwise described below, all principal elements of compensation paid to our named executive officers are subject to approval by the Committee.

Executive Summary

Compensatory Arrangements with Our Named Executive Officers

On October 1, 2024, the Company completed the spin-off of Curbline Properties. In connection with the spin-off, the Company entered into the Shared Services Agreement with Curbline Properties and the employment of Mr. Lukes, our CEO, and Mr. Cattonar, our CIO, was transferred to Curbline Properties. Pursuant to the terms of the Shared Services Agreement, Curbline Properties and its affiliates are responsible for (1) providing the Company with leadership and management services, including a CEO and a CIO, and (2) making all compensation determinations for and payments to any CEO and CIO provided to the Company by Curbline Properties. Under this arrangement, since the spin-off of Curbline Properties, Messrs. Lukes and Cattonar have continued to serve as our CEO and CIO, respectively; however, they are not employed by the Company, and the Company is not obligated to provide any direct or indirect compensation for their service as our CEO or CIO. Further, to the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any compensation specifically for their service to us as our CEO and CIO, respectively, during 2025.

The Company continues to be responsible for the compensation of our named executive officers who are employed by the Company (namely Messrs. Morgan and Kitlowski), and the Committee continues to oversee the design and administration of, and changes to, the Company’s compensation programs with respect to these executives.

2025 Performance Highlights

In 2025, the Company sold 14 wholly-owned properties for an aggregate gross sales price of approximately $752.5 million, repaid approximately $306.8 million of consolidated mortgage debt and returned approximately $355.7 million to shareholders ($6.75 per share) through special dividends. In recognition of the volume of the Company’s asset sales and the reduced scale of its operations, in December 2025, the Company announced its intention to market its remaining properties for sale and monetize the value of its remaining joint venture investments.

2025 Annual Incentive Compensation Program Overview

Historically, the Committee has established both quantitative and qualitative performance metrics governing our annual incentive compensation program in the first quarter of each year. However, in recognition of the Company’s plan to explore the sale of a significant number of properties during the course of 2025, and the inability to forecast the timing and quantitative impact of these transactions, the Committee determined in February 2025 that payouts to employed executives (namely Messrs. Morgan and Kitlowski) under the 2025 annual incentive compensation program would be based entirely on the Committee’s year-end qualitative assessment of their performance (subject to the terms set forth in each executive’s employment agreement). Based on the Company’s achievements during 2025 highlighted above, the Committee awarded Messrs. Morgan and Kitlowski incentive compensation payouts of $300,000 and $675,000, respectively, which represented the maximum amount of the annual incentive award opportunities provided for under their employment agreements.

Compensation Program Design

Compensation Philosophy and Objectives

Our primary compensation objectives with respect to executives employed by the Company are to:

Given the magnitude of the Company’s dispositions in recent years, the significant amount of capital returned to shareholders in the form of special dividends and the Company’s stated objective to market its remaining properties for sale, the Company does not currently make use of long-term service-based and performance-based equity incentives.

Structure and Principal Elements of Our Executive Compensation Program

CEO and CIO. We do not employ our current CEO or CIO and the Company is not obligated to provide any direct or indirect compensation for their service as our current CEO or CIO. Further, to the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any compensation specifically for their service as our CEO and CIO, respectively, during 2025.

CFO Employment Agreement. In August 2024, the Company entered into an employment agreement with Mr. Morgan to serve as our EVP and CFO. The terms of the employment agreement reflect an arm’s length negotiation between Mr. Morgan and the Company. Mr. Morgan’s employment agreement generally includes the following key terms: (i) an annual base salary of not less than $500,000; (ii) an annual cash incentive opportunity of up to $300,000; (iii) a severance payment of $600,000 in the event Mr. Morgan’s employment is terminated by the Company without cause, by Mr. Morgan for good reason, or as a result of Mr. Morgan’s death or disability (in addition to certain other benefits).

General Counsel Employment Agreement. In April 2024, the Company entered into a new employment agreement with Mr. Kitlowski, who has served as the Company’s EVP and General Counsel since 2017. Mr. Kitlowski’s employment agreement generally includes the following key terms: (i) an annual base salary of $450,000; (ii) an annual cash incentive opportunity ranging from 50% – 150% of his base salary; and (iii) a severance payment of $1,500,000 in the event his employment is terminated by the Company without cause or by Mr. Kitlowski for good reason. The agreement also provides various other benefits and the accelerated vesting of equity awards in the event that Mr. Kitlowski’s employment is terminated by the Company without cause, by Mr. Kitlowski for good reason, or as a result of Mr. Kitlowski’s death or disability (in addition to certain other benefits).

2025 Amendments to CFO and General Counsel Agreements. In order to further incentivize and promote their retention during the execution of the Company’s strategy to market its remaining properties for sale, in December 2025, the Company entered into amendments to its employment agreements with Messrs. Morgan and Kitlowski to change the cash severance payment for each executive in the event of a qualifying termination of their employment following a change in control of the Company (as described and defined in their employment agreements to include, but not be limited to, a sale of substantially all of the assets of the Company, or the liquidation or dissolution of the Company) to a multiple of 2.5 times the sum of (i) such executive’s applicable annual base salary rate plus (ii) such executive’s three-year average annual cash incentive or bonus payout, subject to certain exceptions and details, all as further described in the amendments.

More information concerning the terms of our employment agreements with Messrs. Morgan and Kitlowski is provided in the section below entitled “Executive Compensation Tables and Related Disclosure – Employment Agreements.”

Role of the Committee and Management in Executive Compensation

The Committee has overall responsibility for the compensation programs provided to the named executive officers that are employed by the Company. Pursuant to the Committee’s charter, the Committee has the authority to review and approve the compensation for executive officers, including the review and approval of the design and implementation of any incentive arrangements, equity compensation and supplemental retirement programs. Consistent with this authority, and

subject to the terms of the applicable employment agreements with the named executive officers, the Committee generally designs the annual performance-based incentive program, conducts an annual review of executive performance, periodically reviews market pay practices to remain informed about general compensation trends in the market and specifically approves compensation arrangements for our employed named executive officers.

Among other matters, in 2025, the Committee:

Our CEO provides significant input in setting the compensation for our named executive officers employed by the Company by providing the Committee with an evaluation of their performance and making recommendations for any adjustments to their base and target annual incentive compensation. The Committee can accept, reject or modify the CEO’s recommendations as it sees fit, subject to the terms of any applicable employment agreement.

Role of the Compensation Consultant in Executive Compensation

During 2025, the Committee engaged Mercer (US) LLC (“Mercer”) as an independent compensation consultant for the specific purpose of evaluating the design and sufficiency of performance and retention incentives for our executive officers. Mercer was selected as the advisor to the Committee based on its knowledge of the REIT sector and extensive experience in designing executive compensation programs across multiple industry sectors. The Committee assessed the independence of Mercer, as required under NYSE listing rules. The Committee also considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Mercer. Based on this review, the Committee is not aware of any conflict of interest that has been raised by the work performed by Mercer. Mercer’s advice had no substantive impact on compensation paid to the Company’s named executive officers in 2025. More information concerning the Committee’s review of executive incentives during 2025 is provided in the section below entitled “Compensation Discussion and Analysis – 2025 Review of Executive Incentives.”

Consideration of 2025 Say-on-Pay Voting Results

After having historically received support levels well in excess of 90% for our annual advisory Say-on-Pay proposals to approve the compensation of our named executive officers, we received approximately 77% approval for our annual advisory Say-on-Pay vote at our 2025 Annual Meeting based on the total votes cast. The Committee believes that the outcome of our 2025 advisory Say-on-Pay proposal was largely the result of an adverse recommendation from a prominent proxy advisory firm on the basis that, in connection with the spin-off of Curbline Properties, the Company converted performance-based RSUs (“PRSUs”) into time-based RSU awards of Curbline Properties (in the case of Messrs. Lukes and Cattonar and our former CFO, Mr. Fennerty) or the Company (in the case of Mr. Kitlowski) at 150% of target (as compared to the actual level of performance under the PRSUs that fell below the 150% level as of the date of the spin-off of Curbline Properties). As stated in the Company’s 2025 proxy statement, the Committee believed that it was appropriate to conclude the performance period applicable to outstanding PRSUs on the spin-off date in order to avoid the administrative and accounting complexities that would have been caused by determining post-spin performance under the PRSUs by reference to the common stock prices of both the Company and Curbline Properties. The Committee also believed that it was appropriate to measure performance with respect to the pre-spin PRSUs at the greater of actual performance and 150% of the target number of PRSUs because the settlement of the PRSUs based on an abbreviated performance period deprived applicable executives of the opportunity to regain and achieve a higher level of performance and payout by the end of the PRSUs’ original three-year performance periods.

The Committee chose not to make any substantial changes to the Company’s compensation programs for 2025 specifically in response to the 2025 Say-on-Pay voting results because the equitable adjustments to PRSUs made in connection with the spin-off of Curbline Properties represented a one-time decision in response to a unique corporate transaction and no PRSUs remain outstanding.

2025 Compensation Program

Base Salary Levels

We pay salaries to the named executive officers who are employed by the Company in order to provide them with a base level of income for services rendered. These annual base salaries are originally established at the time of the named executive officer’s first employment with us based, in part, on an analysis of the salaries paid to executives in comparable positions within our industry. Base salaries may be increased by the Committee from time to time, including at the time we extend employment agreements with our named executive officers, based on market conditions and prior performance.

Mr. Morgan’s base salary level was established in August 2024 in connection with the execution of his current employment agreement. Mr. Kitlowski’s base salary level was established in April 2024 in connection with the execution of his current employment agreement. No changes were made to these executives’ base salaries during 2025.

The annual base salaries of Messrs. Lukes and Cattonar are determined and paid by Curbline Properties without input from the Committee or the Company. Further, to the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any compensation specifically for their service as our CEO and CIO, respectively, during 2025.

Annual Incentive Compensation Design

The employment agreements with our employed named executive officers, namely Messrs. Morgan and Kitlowski, applicable in 2025 specified maximum (and in the case of Mr. Kitlowski, threshold and target) annual incentive amounts. These named executive officers were not guaranteed an annual incentive payment and each employed named executive officer’s annual incentive payment could have been as low as zero or as high as the maximum amount set forth in his agreement based on his performance. The structure of annual incentives for 2025 with respect to Messrs. Lukes and Cattonar were determined and paid by Curbline Properties without input from the Committee or the Company. Further, to the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any compensation specifically for their service as our CEO and CIO, respectively, during 2025.

Expressed in dollar values, the minimum and maximum (and in the case of Mr. Kitlowski, threshold and target) annual incentive award payable to each of our employed named executive officers for 2025 pursuant to the terms of his employment agreement, and the maximum amount expressed as a percentage of the executive’s base salary, were as follows:

Historically, the Committee has established both quantitative and qualitative performance metrics governing our annual incentive compensation program in the first quarter of each year. However, in recognition of the Company’s plan to explore the sale of a significant number of properties during the course of 2025, and the inability to forecast the timing and quantitative impact of these transactions, the Committee determined in February 2025 that payouts under the 2025 annual incentive compensation program would be based entirely on the Committee’s year-end qualitative assessment of executive performance (subject to the terms set forth in each executive’s employment agreement).

Annual Incentive Compensation Decisions

In evaluating performance of our employed named executive officers for 2025, the Committee considered their contributions to the overall execution of the Company’s strategy during 2025. In particular, the Committee considered the following key accomplishments:

Based on its subjective evaluation of performance, the Committee determined that each executive was entitled to receive a payout equal to the maximum incentive award opportunity provided under their respective employment agreements, thereby entitling Messrs. Morgan and Kitlowski to 2025 incentive payments of $300,000 and $675,000, respectively. Incentive payments to Messrs. Morgan and Kitlowski were paid in cash in February 2026.

The amount of annual incentives for 2025 with respect to Messrs. Lukes and Cattonar were determined and paid by Curbline Properties without input from the Committee or the Company. To the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any incentive compensation for 2025 specifically for their service to us as our CEO and CIO.

Other Benefits and Information

Employment Agreements. As discussed above, we currently maintain employment agreements with Messrs. Morgan and Kitlowski that have a substantial impact on their compensation. Information concerning the terms of these employment agreements is provided in the section of this Proxy Statement entitled “Executive Compensation Tables and Related Disclosure – Employment Agreements.”

Perquisites and Fringe Benefits. The employed named executive officers received certain additional benefits during 2025. The Committee believes that these benefits are reasonable and consistent with its overall compensation program and better enable us to attract and retain superior executive talent. During 2025, each of our employed named executive officers was eligible for participation in health, life, disability and other insurance plans, sick leave, reasonable vacation time, and other customary fringe benefits generally on terms available to our other employees.

Retirement Benefits. Our employees are eligible to participate in a customary tax qualified safe harbor 401(k) plan which is sponsored by Curbline Properties. Pursuant to the plan, we currently make annual contributions to each employee’s account equal to 3% of eligible compensation.

Elective Deferred Compensation Plan. During 2025, our employed named executive officers were entitled to participate in our Elective Deferred Compensation Plan. Pursuant to the Elective Deferred Compensation Plan, certain of our officers were eligible defer up to 100% of their 2025 base salaries and annual cash performance-based incentives, less applicable taxes and authorized benefits deductions. The Elective Deferred Compensation Plan is a nonqualified plan and is an unsecured, general obligation of the Company, and we have established and funded a “rabbi” trust to satisfy our payment obligations under this plan. The Company provides a 50% matching contribution each year to any participant who defers compensation into the Elective Deferred Compensation Plan in an amount not to exceed (1) 3% of the sum of the participant’s base salary and annual cash performance-based incentive eligible for deferral under the 401(k) plan and the Elective Deferred Compensation Plan in a given year minus (2) the actual employer contribution provided to the participant under the 401(k) plan. Earnings on a participant’s deferred account are based on the results of the investment options available in the plan that are selected by the participant (which are similar to the investment options available under the 401(k) plan). Settlement is generally made in cash at a date determined by the participant at the time a deferral election is made. With the exception of Mr. Kitlowski, none of our named executive officers elected to defer any portion of their 2025 cash compensation pursuant to the Elective Deferred Compensation Plan. For more information, please refer to “Executive Compensation Tables and Related Disclosure – 2025 Nonqualified Deferred Compensation Table” below.

On February 27, 2026, the Elective Deferred Compensation Plan was terminated and, pursuant to its terms, the remaining account balances will be distributed to participants between March 1, 2027 and June 30, 2027 (to the extent not already distributed in accordance with the participants’ original deferral elections).

Hedging and Pledging Policy

Our Board has adopted a policy prohibiting our Directors and employees who are officers at or above the level of vice president (or an equivalent position) from (1) pledging Company stock as collateral for a loan or (2) using Company stock in hedging transactions, such as “cashless” collars, forward sales, equity swaps and similar arrangements because the Board

determined that such a policy is in the best interests of the Company and our shareholders. Currently, all Directors, executive officers and, to our knowledge, other covered employees are in compliance with the applicable requirements of the Company’s policy.

Executive Compensation Clawback Policy

The Company maintains a Clawback Policy (the “Clawback Policy”) which provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures.

In general, the Company may utilize a broad range of recoupment methods under the Clawback Policy for mandatory accounting restatement clawbacks. The Clawback Policy does not condition such clawback on the fault of the executive officer, but the Company is not required to clawback amounts in limited circumstances where the Committee has made a determination that recovery would be impracticable and (1) the Company has already attempted to recover such amounts but the direct expense paid to a third party in an effort to enforce the Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would likely cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code of 1986 and applicable regulations. Operation of the mandatory accounting restatement provisions of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement.

During the effectiveness of the Clawback Policy, the Company has not been required to prepare a restatement of its financial results that required recovery of erroneously-awarded compensation to covered officers pursuant to the Clawback Policy. There are no balances currently outstanding from prior applications of the Clawback Policy.

Compensation-Related Risk Analysis

The Committee has overall responsibility for overseeing the risks relating to compensation policies and practices affecting senior management. The Committee periodically considers and analyzes the extent, if any, to which our compensation policies and practices might create risks for the Company. This review generally focuses on variable and incentive compensation elements, as well as policies and practices that could mitigate or balance any such incentives, to the extent that such incentives remain a material part of our compensation program.

In early 2026, the Committee determined that none of our compensation policies and practices create any risks that are reasonably likely to have a material adverse effect on the Company. In making this determination, the Committee considered that a significant portion of the overall compensation paid to the executive officers employed by the Company is fixed and that outstanding service-based RSUs vest over several years. In addition, annual incentive compensation awarded to our employed executive officers is subject to a cap and, in recent years, has been determined in significant part based on the Committee’s qualitative assessment of their performance, thereby reducing the likelihood that our employed executives are overly focused on any single objective or metric that might encourage risky behavior.

2025 Review of Executive Incentives

During 2025, the Committee engaged Mercer to assist in its evaluation of the design and sufficiency of existing performance and retention incentives for both our employed executives and executives provided to the Company by Curbline Properties under the Shared Services Agreement. Although the Committee ultimately chose not to grant new incentive awards to Messrs. Lukes and Cattonar as a result of this evaluation, the Committee retains discretion to make cash awards to these executives in the future, including potentially based on their contributions to the execution of the Company’s strategy to monetize the value of its remaining assets or consummate other transactions intended to maximize shareholder value.

8. Executive Compensation Tables and

Related Disclosure

2025 Summary Compensation Table

To the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any compensation specifically for their service to us as our CEO and CIO, respectively, during 2025.

2025 Grants of Plan-Based Awards Table

No plan-based awards were made to named executive officers under the Company’s equity incentive compensation plan during 2025.

Outstanding Equity Awards at 2025 Fiscal Year-End Table

2025 Option Exercises and Stock Vested Table

2025 Nonqualified Deferred Compensation Table⁽¹⁾

Potential Payments Upon Termination or Change in Control

We have entered into certain agreements and we maintain certain plans and policies that will require us to provide certain compensation and other benefits to named executive officers employed by the Company (namely Messrs. Morgan and Kitlowski) in the event of a termination of employment or a change in control of the Company (as described and defined in their employment agreements to include, but not be limited to, a sale of substantially all of the assets of the Company or the liquidation or dissolution of the Company). Based on a hypothetical termination and/or change in control occurring on December 31, 2025, the following table describes the potential payments upon such termination or change in control owing to each such named executive officer then serving at the end of the year under his employment agreement and other arrangements in effect on December 31, 2025. The terms and conditions of the named executive officers’ employment agreements, and any applicable Company policies and compensation arrangements, will govern any potential payments for actual terminations or a change in control occurring after December 31, 2025. The Company is not contractually obligated to pay any compensation to Messrs. Lukes or Cattonar in the event they cease to serve as an executive officer of the Company or the Company experiences a change of control, though the Committee retains discretion to make cash awards to these executives in the future, including potentially based on their contributions to the execution of the Company’s strategy to monetize the value of its remaining assets or consummate other transactions intended to maximize shareholder value (see “Compensation Discussion and Analysis — 2025 Review of Executive Incentives” above).