DEF 14A of Simon Property Group Inc., Apr 1, 2026

DEF 14A of Simon Property Group Inc.

Filed Apr 1, 2026 · FY20250001104659-26-038320

Open on EDGAR

  1. Notice of 2026 Annual Meeting of Shareholders

    | 67 | Executive Compensation Tables | | 67 | Summary Compensation Table | | 68 | Grants of Plan-Based Awards in 2025 | | 69 | Outstanding Equity Awards at 2025 Fiscal Year-End | | 71 | Option Exercises and Stock Vested in 2025 | | 72 | Nonqualified Deferred Compensation in 2025 | | 73 | Estimated Post-Employment Payments Under Alternative Termination Scenarios | | 75 | 2025 Pay Ratio Disclosure | | 76 | Equity Compensation Plan Information | | 77 | Pay Versus Performance | | 81 | Assessment of Compensation-Related Risks | | 82 | Proposal 3: Ratification of Independent Registered Public Accounting Firm | | 83 | Report of the Audit Committee | | 85 | Human Capital Management | | 86 | Additional Information | | 86 | Annual Report | | 87 | Shareholder Proposals at Our 2027 Annual Meeting | | 87 | Proxy Access | | 88 | Where You Can Find More Information | | 88 | Incorporation by Reference | | 89 | Frequently Asked Questions and Answers |

  2. Independent Director Nominee Tenure

    Independent Director Nominee Tenure

  3. Independent Director Nominee Tenure

    | | |

  4. Independent Director Nominee Tenure

    | | | | | | 85% | 45% | 9 years | 64% | | of our Board is Independent | of nominated independent directors have joined in the previous 8 years | is the median tenure of nominated independent directors | of nominated independent directors served 10 years or less |

  5. Independent Director Nominee Tenure

    | 6 2026 Proxy Statement | SIMON PROPERTY GROUP |

  6. Director Compensation

    Director Compensation The Board believes that competitive compensation arrangements are necessary to attract and retain qualified independent directors. Based on the recommendation of the G&N Committee, effective as of the September 2025 quarterly payment, the Board approved an increase (from $175,000 to $210,000) in the annual equity retainer paid to the independent members of the Board. This was the first adjustment to director pay since 2018 and was made to position the Company's annual equity retainer competitively relative to its peer group. The Board also approved an increase in the annual additional retainers paid to the G&N Committee members (from $10,000 to $15,000) and its Chair (from $25,000 to $35,000) to align with the other committees’ compensation and to reflect the recent increase in the broader market. Compensation applicable to service on the Board by our non-employee directors (after giving effect to the increase described above) is listed below.

  7. Director Compensation

    | ANNUAL RETAINERS FOR ALL NON-EMPLOYEE DIRECTORS | | | | ● Annual Cash Retainer: $110,000, paid quarterly. ● Restricted Stock Awards: Valued on the grant date at $210,000. o Vests on the first anniversary of the grant date |

  8. Director Compensation

    Committee chairpersons, committee members and our Non-Executive Chairman or Lead Independent Director, as applicable, are entitled to the following additional retainers, in each case paid 50% in cash and 50% in unvested restricted stock:

  9. Director Compensation

    | ADDITIONAL COMPENSATION FOR COMMITTEE SERVICE | | | | | | | | COMMITTEES | | | | | | Audit | Compensation and Human Capital | Governance and Nominating | | Non-Executive Chairman / Lead Independent Director | $50,000 | | | | | Committee Chair | | $35,000 | $35,000 | $35,000 | | Committee Member | | $15,000 | $15,000 | $15,000 |

  10. Director Compensation

    Our 2019 Stock Incentive Plan (the “2019 Plan”) provides that the aggregate grant date fair market value of equity awards that may be granted during any fiscal year to a non-employee director shall not exceed $750,000.

  11. 2025 Independent Director Compensation

    2025 Independent Director Compensation The following table sets forth information regarding the compensation we paid to our independent directors for 2025:

  12. 2025 Independent Director Compensation

    | | FEES EARNED OR | | | | NAME(1) | PAID IN CASH(2) | STOCK AWARDS(3) | TOTAL | | Glyn F. Aeppel | $124,511 | $192,127 | $316,638 | | Larry C. Glasscock | $148,505 | $217,754 | $366,259 | | Allan Hubbard(4) | $45,096 | $— | $45,096 | | Nina P. Jones | $117,500 | $187,130 | $304,630 | | Reuben S. Leibowitz | $135,000 | $205,021 | $340,021 | | Randall J. Lewis | $117,500 | $187,130 | $304,630 | | Gary M. Rodkin | $116,005 | $184,551 | $300,556 | | Peggy Fang Roe | $116,005 | $184,551 | $300,556 | | Stefan M. Selig | $125,000 | $194,705 | $319,705 | | Daniel C. Smith, Ph.D. | $117,500 | $187,130 | $304,630 | | Marta R. Stewart | $127,500 | $197,284 | $324,784 |

  13. 2025 Independent Director Compensation

    | 1. | As of December 31, 2025, the independent directors owned shares of restricted stock subject to vesting requirements in the following amounts: Glyn F. Aeppel—1,192; Larry C. Glasscock—1,351; Nina P. Jones—1,161; Reuben S. Leibowitz—1,272; Randall J. Lewis—1,161; Gary M. Rodkin—1,145; Peggy Fang Roe—1,145; Stefan M. Selig—1,208; Daniel C. Smith, Ph.D.—1,161; and Marta R. Stewart—1,224. |

  14. 2025 Independent Director Compensation

    Mr. David Simon, Mr. Richard S. Sokolov and Mr. Eli Simon, who were also directors during 2025, are not included in this table because they were not independent directors in 2025 and did not receive any compensation for their service as directors. Mr. Herbert Simon retired from the Board of Directors effective February 4, 2025. Mr. Sokolov received $1,250,000 from the Company in 2025 for his services to the Company unrelated to his position as a non-independent, Class B director. The compensation paid to Mr. David Simon and Mr. Eli Simon as executive officers of the Company is shown in the Summary Compensation Table on page 67 of this Proxy Statement. Mr. Cicco, an independent director, is not listed here because he joined the Board of Directors on February 5, 2026.

  15. 2025 Independent Director Compensation

    | 2. | In 2025, Mr. Hubbard elected to defer his cash compensation. |

  16. 2025 Independent Director Compensation

    | 3. | Represents the ASC 718 grant date fair value of the restricted stock awarded to the directors, determined based on the closing price of our common stock as reported by the NYSE on the date of grant. Restricted stock granted to directors must be held in the director deferred compensation account, and dividends on the restricted shares must be reinvested in additional shares of common stock which also must be held in the director deferred compensation account. |

  17. 2025 Independent Director Compensation

    | 4. | Mr. Hubbard retired from the Board of Directors, effective May 14, 2025. |

  18. 2025 Independent Director Compensation

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 21 |

  19. 2025 Independent Director Compensation

    Based on the recommendation of the G&N Committee, the Board has nominated the following eleven (11) persons listed as “Nominees for Director to be Elected by Holders of Voting Shares.”

  20. 2025 Independent Director Compensation

    | ● | All of the nominees are current directors. |

  21. 2025 Independent Director Compensation

    | ● | We expect each nominee for election as a director named in this Proxy Statement will be able to serve if elected. |

  22. 2025 Independent Director Compensation

    | ● | If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees. |

  23. 2025 Independent Director Compensation

    | ● | The names, principal occupations and certain other information about the nominees for director, as well as key experiences, qualifications, attributes and skills that led the G&N Committee to conclude that such person is currently qualified to serve as a director, are set forth on the following pages. |

  24. 2025 Independent Director Compensation

    | The Board Unanimously Recommends that Shareholders Vote “FOR” the following independent director Nominees: |

  25. 2025 Independent Director Compensation

    | 22 2026 Proxy Statement | SIMON PROPERTY GROUP |

  26. Overview of Director Nominees

    Overview of Director Nominees

  27. Overview of Director Nominees

    | | | | | | COMMITTEES | | | | | Name and primary occupation | | Age | Director Since | Ind | Audit | Compensation and Human Capital | Governance and Nominating | Other public board(s) | | | GLYN F. AEPPEL President and CEO of Glencove Capital | 67 | 2016 |  | | | | AvalonBay Communities, Inc. Maui Land & Pineapple Company, Inc. | | | MARTIN J. CICCO Former Head of Real Estate Advisory at Evercore and Global Head of Real Estate Investment Banking at Merrill Lynch | 70 | 2026 |  | | | | | | | LARRY C. GLASSCOCK Former Chairman of Anthem, Inc. | 77 | 2010 |  | | | | Sysco Corporation | | | NINA P. JONES Retired Vice President and Portfolio Manager of T. Rowe Price | 46 | 2024 |  | | | | Equity Residential Pebblebrook Hotel Trust | | | REUBEN S. LEIBOWITZ Managing Member of JEN Partners | 78 | 2005 |  | | | | | | | RANDALL J. LEWIS Managing Partner for Cleveland Avenue, LLC | 63 | 2023 |  | | | | Guardian Pharmacy Services | | | GARY M. RODKIN Retired CEO of ConAgra Foods, Inc. | 73 | 2015 |  | | | | McCormick & Company Incorporated | | | PEGGY FANG ROE Executive Vice President and Chief Customer Officer of Marriott International | 54 | 2021 |  | | | | | | | STEFAN M. SELIG Founder of BridgePark Advisors LLC | 63 | 2017 |  | | | | Safehold Inc. | | | DANIEL C. SMITH, PH.D. Clare W. Barker Professor of Marketing, Kelley School of Business, Indiana University | 68 | 2009 |  | | | | | | | MARTA R. STEWART Retired Executive Vice President and CFO of Norfolk Southern Corporation | 68 | 2018 |  | | | | Sherwin Williams Company |

  28. Overview of Director Nominees

    IND = Independent  = Non-Executive Chairman = Committee Chair · = Member

  29. Overview of Director Nominees

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 23 |

  30. Nominees for Director to Be Elected by Holders of Voting Shares

    Nominees for Director to Be Elected by Holders of Voting Shares

  31. Nominees for Director to Be Elected by Holders of Voting Shares

    | | CAREER HIGHLIGHTS | | | ● Currently President and CEO of Glencove Capital, a lifestyle hospitality investment and advisory company that she founded in 2010. ● Previously served as Chief Investment Officer of Andre Balazs Properties (October 2008 to May 2010). ● Previously served as Executive Vice President of Acquisitions and Development for Loews Hotels and was a member of its executive committee (April 2006 to October 2008). ● Previously served as Principal of Aeppel and Associates (April 2004 to April 2006). ● Previously held executive positions with Le Meridien Hotels, Interstate Hotels & Resorts, Inc., FFC Hospitality, LLC, Holiday Inn Worldwide and Marriott Corporation (prior to April 2004). ● Currently serves on board of directors of Maui Land & Pineapple Company, Inc., and also AvalonBay Communities, Inc., where she serves on the Investment and Finance Committee and Nominating, Governance and Corporate Responsibility Committee. She also serves on the boards of Exclusive Resorts, LLC, Gilbane Inc., and Concord Hospitality Enterprises. ● Previously served on the boards of Key Hospitality Acquisition Corporation, Loews Hotels Corporation and Sunrise Senior Living, Inc. | | Glyn F. Aeppel Independent Director Since: 2016 Age: 67 | | | COMMITTEES | | | Governance and Nominating (Chair) | | | | DIRECTOR QUALIFICATIONS | | | Ms. Aeppel has more than 30 years of experience in property acquisitions, development and financing. Ms. Aeppel has experience in both public and private companies focusing on the acquisition, operation and branding of hotel properties, including serving as Chief Investment Officer at Andre Balazs Properties and Executive Vice President, Acquisitions and Development, of Loews Hotel Corporation. | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | ● AvalonBay Communities, Inc. ● Maui Land & Pineapple Company, Inc. | | | EDUCATION | | | ● Principia College, B.A. ● Harvard Business School, M.B.A. |

  32. Nominees for Director to Be Elected by Holders of Voting Shares

    | 24 2026 Proxy Statement | SIMON PROPERTY GROUP |

  33. Nominees for Director to Be Elected by Holders of Voting Shares

    | | CAREER HIGHLIGHTS | | | ● Served as Senior Managing Director and Head of Real Estate Advisory at Evercore Partners, until he stepped down in March of 2025. He joined the firm in April 2010, when Evercore acquired MJC Associates, a commercial real estate advisory boutique which Mr. Cicco founded in 2007. ● Spent 29 years at Merrill Lynch & Co., ultimately serving as Vice Chairman of Global Commercial Real Estate and Global Head of Real Estate, Gaming and Lodging Investment Banking. ● Currently Senior Advisor to Lightstone Group, a real estate investment and development company. | | Martin J. Cicco Independent Director Since: 2026 Age: 70 | | | | DIRECTOR QUALIFICATIONS | | | Mr. Cicco has been involved in a broad range of transactions throughout the real estate, gaming and hospitality sectors, including numerous IPOs, an extensive list of significant equity and debt capital markets transactions, and a broad range of both sell-side and buy-side M&A assignments in the U.S. and internationally over the course of his 45-year career. | | COMMITTEES | | | None | | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | ● None | | | EDUCATION | | | ● Columbia University, B.A. |

  34. Nominees for Director to Be Elected by Holders of Voting Shares

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 25 |

  35. Nominees for Director to Be Elected by Holders of Voting Shares

    | | CAREER HIGHLIGHTS | | | ● Served as Lead Independent Director of the Company from 2014 until that position was discontinued and he was appointed as Non-Executive Chairman, effective March 23, 2026. ● Former Chairman of Anthem, Inc., a healthcare insurance company, now known as Elevance Health, Inc. (November 2005 to March 2010). ● President and CEO of WellPoint, Inc. (2004 to 2007). ● Previously served as Chairman, President and CEO of Anthem, Inc. from 2003 to 2004 and served as President and CEO of Anthem, Inc. from 2001 to 2003. ● Previously served as a director of Anthem, Inc., as a director for Sprint Nextel Corporation until 2013, and as a director and non-executive chairman of Zimmer Biomet Holdings, Inc. until 2021. ● Currently is the Lead Independent Director of Sysco Corporation and a member of its Compensation and Leadership Development Committee, Corporate Governance and Nominating Committee, and Executive Committee. ● Served as the CEO of the nation's leading health benefits company for many years. He has experience in leading a large public company, setting and implementing strategic plans, developing and implementing turnaround and growth strategies, and developing talent and participating in successful leadership transitions. | | Larry C. Glasscock Independent Non-Executive Chairman Director Since: 2010 Age: 77 | | | COMMITTEES | | | Audit Governance and Nominating | | | | DIRECTOR QUALIFICATIONS | | | Mr. Glasscock also has experience leading acquisitions of companies. In addition, he worked in financial services for over 20 years and can identify meaningful metrics to assess a company’s performance. He also serves, and has served for over 15 years, as a director of other public companies. The Board has determined that Mr. Glasscock is an “audit committee financial expert.” | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | ● Sysco Corporation | | | FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS | | | ● Zimmer Biomet Holdings, Inc. | | | EDUCATION | | | ● Cleveland State University, B.B.A. |

  36. Nominees for Director to Be Elected by Holders of Voting Shares

    | 26 2026 Proxy Statement | SIMON PROPERTY GROUP |

  37. Nominees for Director to Be Elected by Holders of Voting Shares

    | | CAREER HIGHLIGHTS | | | ● Over 15 years of real estate investing experience at T. Rowe Price, a global investment manager with over $1 trillion in assets under management. ● Currently serves on the Audit Committee and as Chair of the Corporate Governance Committee for Equity Residential. ● Most recently served as Vice President, Portfolio Manager, of the T. Rowe Price U.S. Real Estate Equity Strategy until her retirement in December 2023. ● Previously served as portfolio manager of the U.S. Real Estate Equity Strategy (2019 to 2023). ● Previously served as portfolio manager of the Global Real Estate Equity Strategy (2015 to 2021). ● Previously served as global team leader for real estate at T. Rowe Price influencing over $50 billion of assets under management across the platform including as an advisory committee member of the Mid-Cap Value, Institutional Large-Cap Value, Global Growth, Global Stock, and Financial Services strategies. ● Previously served as a Senior Associate in Audit and Risk Advisory for KPMG, earning the CPA designation. | | Nina P. Jones Independent Director Since: 2024 Age: 46 | | | COMMITTEES | | | Audit | | | | DIRECTOR QUALIFICATIONS | | | Ms. Jones currently is a Trustee of Equity Residential, where she is a member of the Audit Committee and the Chair of the Corporate Governance Committee. She is also a Trustee of Pebblebrook Hotel Trust, where she is a member of the Audit Committee and the Compensation Committee. Ms. Jones is a certified public accountant and has significant experience reviewing financial statements during her tenure with KPMG. She also has extensive experience analyzing and investing in real estate companies. The Board has determined that Ms. Jones is an "audit committee financial expert." | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | ● Equity Residential ● Pebblebrook Hotel Trust | | | EDUCATION | | | ● University of Maryland, B.S. ● Columbia University, M.B.A. |

  38. Nominees for Director to Be Elected by Holders of Voting Shares

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 27 |

  39. Nominees for Director to Be Elected by Holders of Voting Shares

    | Reuben S. Leibowitz Independent Director Since: 2005 Age: 78 | CAREER HIGHLIGHTS | | | ● Currently Managing Member of JEN Partners, a private equity firm (Since 2005). ● Previously served as Managing Director of Warburg Pincus (1984 to 2005). ● Previously served as Director of Chelsea Property Group, Inc. (1993 to 2004). ● Led a major private equity firm's real estate activities for many years and in that role was also responsible for implementing long-term corporate strategies. ● Practiced 15 years as a CPA, including a number of years specializing in tax issues, and is an attorney. He has an in-depth understanding of our Premium Outlets® platform, having served as a director of Chelsea Property Group, the publicly-held company we acquired in 2004. | | | DIRECTOR QUALIFICATIONS | | COMMITTEES | Mr. Leibowitz practiced 15 years as a CPA, including a number of years specializing in tax issues, and is an attorney. He has an in-depth understanding of our Premium Outlets® platform, having served as a director of Chelsea Property Group, the publicly-held company we acquired in 2004. The Board has determined that Mr. Leibowitz is an “audit committee financial expert.” | | Audit Compensation and Human Capital (Chair) | | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | ● None | | | EDUCATION | | | ● Brooklyn College, B.S. ● New York University, M.B.A., L.L.M. ● Brooklyn Law School, J.D. |

  40. Nominees for Director to Be Elected by Holders of Voting Shares

    | 28 2026 Proxy Statement | SIMON PROPERTY GROUP |

  41. Nominees for Director to Be Elected by Holders of Voting Shares

    | | CAREER HIGHLIGHTS | | | ● Mr. Lewis joined Cleveland Avenue in 2020 and is responsible for leading transaction sourcing, due diligence, financial evaluation and portfolio management of the firm's portfolio investments. ● Currently the Managing Partner for Cleveland Avenue, LLC, a venture capital investment firm that invests in agrifood and beverage, related technologies, and lifestyle related technology investments. He is also a Certified Public Accountant. ● Previously served his alma mater, Purdue University, as Executive Director for the Krannert Professional Development Center from 2013 to 2020. ● Currently serves on the board of directors for Guardian Pharmacy Services, where he is Chair of the Audit Committee and a member of the Compensation Committee. ● Over 35 years of finance, risk management, and operations experience. This includes his years with GE, Wells Fargo and Elevance Health, Inc. (formerly Anthem). While working for these Fortune 500 companies, he held various senior executive roles, including Executive Vice President and Chief Compliance Officer, Executive Vice President and Chief Auditor, Managing Director of Corporate Development, and CEO for a start-up logistics firm which was sold. | | Randall J. Lewis Independent Director Since: 2023 Age: 63 | | | COMMITTEES | | | Audit | | | | DIRECTOR QUALIFICATIONS | | | Mr. Lewis’s experience has provided extensive exposure and a high level of familiarity with applicable regulations regarding preparation and review of financial statements. The Board has determined that Mr. Lewis is an “audit committee financial expert.” | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | ● Guardian Pharmacy Services | | | EDUCATION | | | ● Purdue University, B.S., M.B.A. |

  42. Nominees for Director to Be Elected by Holders of Voting Shares

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 29 |

  43. Nominees for Director to Be Elected by Holders of Voting Shares

    | | CAREER HIGHLIGHTS | | | ● Currently a member of the board of directors of Rutgers University and the Chairman of Feeding America, a national network of food banks. ● Previously served as CEO and member of the board of ConAgra Foods, Inc. (2005 to May 2015). ● Previously served as Chairman and CEO of PepsiCo Beverages and Foods North America (February 2003 to June 2005). ● Joined PepsiCo in 1998, after it acquired Tropicana, where Mr. Rodkin had served as President since 1995. From 1979 to 1995, Mr. Rodkin held marketing and general management positions of increasing responsibility at General Mills, with his last three years at the company as President, Yoplait Colombo. ● Currently serves on the board of directors of McCormick & Company, Incorporated, where he is a member of the Compensation and Human Capital Committee. ● He served as a director of ConAgra Foods, Inc. from 2005 to 2015 and Avon Products, Inc. from 2008 to 2016. | | Gary M. Rodkin Independent Director Since: 2015 Age: 73 | | | COMMITTEES | | | Governance and Nominating | DIRECTOR QUALIFICATIONS | | | Mr. Rodkin has extensive experience in the leadership and management of a large, packaged food company and expertise in branding and marketing of food and food service operations globally as the former CEO of ConAgra Foods, Inc. | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | ● McCormick & Company Incorporated | | | EDUCATION | | | ● Rutgers University, B.S. ● Harvard Business School, M.B.A. |

  44. Nominees for Director to Be Elected by Holders of Voting Shares

    | 30 2026 Proxy Statement | SIMON PROPERTY GROUP |

  45. Nominees for Director to Be Elected by Holders of Voting Shares

    | | CAREER HIGHLIGHTS | | | ● Since 2023, serves as Executive Vice President and Chief Customer Officer for Marriott International. ● Responsible for Marriott’s Global Customer Group overseeing the management of Marriott’s Portfolio of 30+ Brands and Experiences, Customer Experience Design and Innovation, Global Marketing, Data and Martech, The Marriott Bonvoy Loyalty Program, Partnerships, New Businesses, and the Worldwide Customer Engagement Centers. ● Joined Marriott International in 2003 and has served in several positions before being named Executive Vice President and Chief Customer Officer, including Global Officer, Customer Experience, Loyalty & New Ventures, Chief Sales and Marketing Officer Asia Pacific, Global Operations, Global Brand Marketing and Brand Management. ● Currently the Executive Sponsor of the Women’s Associate Resource Group at Marriott International and served as a board member of the Hong Kong chapter of the Asian University of Women in Bangladesh. ● Currently serves as the Board Chair for the Marriott – Alibaba joint venture and serves on the Board of Directors of the Association of National Advertisers. | | Peggy Fang Roe Independent Director Since: 2021 Age: 54 | | | COMMITTEES | | | Governance and Nominating | | | | DIRECTOR QUALIFICATIONS | | | Ms. Roe has more than 20 years of experience in the hotel industry and serves as EVP and Chief Customer Officer for the largest global hospitality company in the world. In that role, Ms. Roe gained experience in globalization, leadership, and management. | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | ● None | | | EDUCATION | | | ● University of Michigan, B.A. ● Harvard Business School, M.B.A. |

  46. Nominees for Director to Be Elected by Holders of Voting Shares

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 31 |

  47. Nominees for Director to Be Elected by Holders of Voting Shares

    | | CAREER HIGHLIGHTS | | | ● Founder of BridgePark Advisors LLC, a strategic advisory firm. Prior to that Mr. Selig served as the Undersecretary of Commerce for International Trade for the U.S. Department of Commerce from 2014 to 2016. ● Prior to joining Bank of America in May 1999, Mr. Selig held various senior investment banking positions, including Co-Head of Mergers & Acquisitions for UBS Securities. ● Began his investment banking career in the Mergers & Acquisitions Group at The First Boston Corporation in 1984, and subsequently was an original member of Wasserstein Perella & Co. ● Currently serves on the board of directors of Safehold Inc. where he is the Lead Independent Director and serves on each of the audit, investment and compensation committees. ● In the past five years, Mr. Selig served as Chairman of the Board of Venator Materials PLC; served as Chairman of the Board of directors of Rotor Acquisition Corp.; and served on the board of directors of 5E Advanced Materials, Inc., and Entercom Communications Corp., now known as Audacy, Inc. | | Stefan M. Selig Independent Director Since: 2017 Age: 63 | | | COMMITTEES | | | Audit Compensation and Human Capital | | | | DIRECTOR QUALIFICATIONS | | | Mr. Selig is a highly accomplished banker and senior executive who has served in prominent leadership roles in both the private and public sectors. Mr. Selig also has extensive government and economic policy experience, having served as the Undersecretary of Commerce for International Trade for the U.S. Department of Commerce. The Board has determined that Mr. Selig is an “audit committee financial expert.” | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | ● Safehold Inc. | | | FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS | | | ● Venator Materials PLC ● Rotor Acquisition Corp. ● Entercom Communications Corp. ● 5E Advanced Materials, Inc. | | | EDUCATION | | | ● Wesleyan, B.A. ● London School of Economics ● Harvard Business School, M.B.A. |

  48. Nominees for Director to Be Elected by Holders of Voting Shares

    | 32 2026 Proxy Statement | SIMON PROPERTY GROUP |

  49. Nominees for Director to Be Elected by Holders of Voting Shares

    | Daniel C. Smith, Ph.D. Independent Director Since: 2009 Age: 68 | CAREER HIGHLIGHTS | | | ● Previously served as The Clare W. Barker Professor of Marketing at the Kelley School of Business at Indiana University (the "Kelley School"). ● Previously served as President and CEO of the Indiana University Foundation from 2012 to 2020 and as Dean of the Kelley School from 2005 to 2012. ● Joined the faculty of the Kelley School in 1996. ● Previously served as Chair of the Marketing Department, Chair of the MBA Program, and Associate Dean of Faculty and Research. | | | DIRECTOR QUALIFICATIONS | | | Dr. Smith has spent over 30 years teaching, conducting research, and consulting in the areas of marketing strategy, brand management, financial management, compensation, human resource development and corporate governance. He served as Dean of one of the country’s top rated and largest business schools and as the President and CEO of one of the nation’s largest university foundations with over $3.0 billion of assets. Both as Dean and Foundation CEO, he was responsible for financial oversight and long-term financial planning, hiring and retention policies, compensation policies, public relations and overall long-term strategy. | | COMMITTEES | | | Compensation and Human Capital | | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | ● None | | | EDUCATION | | | ● The University of Toledo, B.S., M.B.A. ● University of Pittsburgh, Katz School of Business, Ph.D. |

  50. Nominees for Director to Be Elected by Holders of Voting Shares

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 33 |

  51. Nominees for Director to Be Elected by Holders of Voting Shares

    | Marta R. Stewart Independent Director Since: 2018 Age: 68 | CAREER HIGHLIGHTS | | | ● Previously served as Executive Vice President and CFO of Norfolk Southern Corporation (2013 to 2017). ● Began her career in 1979 at Peat Marwick (a predecessor to KPMG). ● Joined Norfolk Southern Corporation in 1983 and served in several finance positions before becoming Vice President & Controller in 2003 and then Vice President & Treasurer in 2009. ● Currently serves on the board of directors for Sherwin-Williams Company, where she serves as the Chair of the Audit Committee and is a member of the Nominating and Corporate Governance Committee. ● Previously served on the board of directors of The Raytheon Company, where she was a member of the Audit Committee and of the Public Policy and Corporate Responsibility Committee from 2018 to 2020. | | | DIRECTOR QUALIFICATIONS | | | Mrs. Stewart has more than 35 years of experience in finance and served as CFO for one of the largest railway companies in the world. In that role, Mrs. Stewart gained extensive experience in leadership and management as well as expertise in accounting systems and controls of a Fortune 500 company traded on the NYSE. The Board has determined that Mrs. Stewart is an “audit committee financial expert.” | | COMMITTEES | | | Audit (Chair) | | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | ● Sherwin Williams Company | | | EDUCATION | | | ● The College of William & Mary, B.B.A. |

  52. Nominees for Director to Be Elected by Holders of Voting Shares

    | 34 2026 Proxy Statement | SIMON PROPERTY GROUP |

  53. Nominees for Director to Be Elected by the Voting Trustee Who Votes the Class B Common Stock

    Nominees for Director to Be Elected by the Voting Trustee Who Votes the Class B Common Stock

  54. The Reality of Class B Characteristics

    The Reality of Class B Characteristics

  55. The Reality of Class B Characteristics

    | Automatic sunsets. Class B’s rights diminish and then terminate as family ownership declines, culminating in automatic one-for-one conversion to common stock below a defined ownership threshold, without Board action. | Minority, not control. Class B can elect only a non-controlling minority of directors, with no special consent rights. Historically, the voting trustees have elected fewer than the maximum allowed. Independent directors constitute a Board majority, and all key committees are entirely independent. | Shareholder interests front and center. Because Class B shares have identical economic rights on an as-converted basis and cannot dictate corporate outcomes, the structure aligns—not opposes—shareholder value creation. | | Same economics, same dividends. Class B receives dividends and other distributions on terms equivalent to the number of common shares into which it is convertible, aligning incentives across all shareholders. | One-share/one-vote principle maintained. Unlike typical dual-class structures, Class B does not multiply voting power. Common and Class B generally vote together as a single class, one vote per share, preserving proportional voice for all shareholders. Contrary to what certain proxy advisory services have falsely asserted, Class B does not confer the right to elect the Chairman of the Board, CEO or Vice Chairman, which are elected by a majority of the Board. The Council of Institutional Investors does not include Simon Property Group in its most recent list of Dual-Class Companies. | |

  56. The Reality of Class B Characteristics

    | Proof of Value: What Class B Has Enabled Since Inception | | | | | | | | | | A powerful catalyst for growth. Class B helped establish and maintain the trust and alignment necessary for property owners to accept OP Units in tax-deferred exchanges, fueling strategic expansion through our Operating Partnership. | Transaction currency that built today’s Company. OP Units, supported by the confidence provided through limited Class B representation, have served as essential currency for landmark transactions that shaped Simon’s leadership position, including DeBartolo Realty (1996), Chelsea Property Group (2004), The Mills Corporation (2007), Prime Outlets (2010), and Taubman Centers (2020). | Value Creation. These transactions expanded our platform and diversified cash flows—key drivers of long-term value for all shareholders. As of December 31, 2025, the Company owned an approximate 85.4% ownership interest in the Operating Partnership, and OP Unit holders owning 14.6%, representing approximately $10.3 billion of value based on the Company’s share price as of such date. | Enduring alignment through cycles. For more than three decades, the Class B framework has fostered continuity of stewardship and disciplined capital allocation while preserving independent oversight and shareholder protections. |

  57. The Reality of Class B Characteristics

    | 36 2026 Proxy Statement | SIMON PROPERTY GROUP |

  58. The Reality of Class B Characteristics

    | | CAREER HIGHLIGHTS | | | ● Appointed CEO and President of the Company, effective March 23, 2026. ● Joined Simon in 2019 as Senior Vice President of Corporate Investments and was promoted to Chief Investment Officer in 2024 prior to being promoted to Executive Vice President and COO in 2025. ● Mr. Eli Simon, working closely with the Board of Directors and the executive management team, leads the Company's strategic direction and management, overseeing portfolio performance, development projects, acquisitions, capital allocation and brand strategy. He represents the Company to key stakeholders, including investors, analysts and media, and fosters a culture of operational excellence and disciplined execution. ● Prior to joining the Company, Mr. Eli Simon was Principal and Head of North American Lodging at Och-Ziff Capital Management and Och-Ziff Real Estate (collectively now Sculptor Capital Management), where he oversaw all lodging-related investments, including asset and portfolio acquisitions, operating company investments, and lending opportunities. | | Eli Simon CEO, President and COO Director Since: 2024 Age: 38 | | | | DIRECTOR QUALIFICATIONS | | | Mr. Simon served as director and CEO of Simon Property Group Acquisition Holdings, Inc., and as director of Taubman Realty Group; and currently serves on the boards of Catalyst Brands, Rue Gilt Groupe and Jamestown L.P. He is integrally involved with the Company’s investment and growth strategy and execution. He has been actively involved in the Company’s most recent, successful investments. | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | ● None | | | FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS | | | ● Simon Property Group Acquisition Holdings, Inc. | | | EDUCATION | | | ● University of Pennsylvania, Wharton School, B.S., M.B.A. |

  59. The Reality of Class B Characteristics

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 37 |

  60. The Reality of Class B Characteristics

    | | CAREER HIGHLIGHTS | | | ● Served as Vice Chairman of the Company since February 2019, a director of the Company or its predecessor since 1996 and President and COO of the Company or its predecessor from 1996 to February 2019. He also served as President and CEO of DeBartolo Realty Corporation from its incorporation in 1994 until it merged with our predecessors in 1996. ● Mr. Sokolov joined its predecessor, The Edward J. DeBartolo Corporation, in 1982 as Vice President and General Counsel and was named Senior Vice President, Development and General Counsel in 1986. | | Richard S. Sokolov Vice Chairman Director Since: 1996 Age: 76 | | | | DIRECTOR QUALIFICATIONS | | | Mr. Sokolov is a past Chairman of the International Council of Shopping Centers (“ICSC”) and previously served as a trustee and a member of the ICSC Nominating Committee. Mr. Sokolov previously served as a director of Washington Prime Group. Mr. Sokolov has been a member of The Pennsylvania State University Board of Trustees since 2022 and Vice Chairman of that Board since November 2024. | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | ● None | | | EDUCATION | | | ● The Pennsylvania State University, B.A. ● Georgetown University Law Center, J.D. |

  61. The Reality of Class B Characteristics

    | 38 2026 Proxy Statement | SIMON PROPERTY GROUP |

  62. Directors and Executive Officers

    Directors and Executive Officers As of March 16, 2026, the existing directors and executive officers identified below:

  63. Directors and Executive Officers

    | ● | Owned beneficially the indicated number and percentage of common shares and Class B common stock, treated as a single class; and |

  64. Directors and Executive Officers

    | ● | Owned beneficially the indicated number and percentage of units which are exchangeable for common shares on a one-for-one basis or cash, as determined by the Company. The number of units includes earned and fully vested performance-based LTIP units which are convertible at the option of the holder into units on a one-for-one basis. |

  65. Directors and Executive Officers

    Unless otherwise indicated in the footnotes to the table, shares or units are owned directly and the indicated person has sole voting and investment power.

  66. Directors and Executive Officers

    | | SHARES AND UNITS | | UNITS BENEFICIALLY | | | | BENEFICIALLY OWNED | | OWNED | | | NAME | NUMBER(1)(2)(3) | PERCENT(4) | NUMBER | PERCENT(5) | | David Simon(6) | 29,159,801 | 8.29% | 26,941,191 | 7.07% | | Glyn F. Aeppel | 19,481 | * | — | — | | Martin J. Cicco | 299 | * | — | — | | Larry C. Glasscock | 43,899 | * | — | — | | Nina P. Jones | 3,031 | * | — | — | | Reuben S. Leibowitz(7) | 56,139 | * | — | — | | Randall J. Lewis | 5,827 | * | — | — | | Gary M. Rodkin | 19,455 | * | — | — | | Peggy Fang Roe | 6,804 | * | — | — | | Stefan M. Selig | 32,277 | * | — | — | | Eli Simon(8) | 29,159,801 | 8.29% | 26,941,191 | 7.07% | | Daniel C. Smith, Ph.D. | 32,680 | * | — | — | | Richard S. Sokolov | 772,838 | * | 493,984 | * | | Marta R. Stewart | 16,500 | * | — | — | | Steven E. Fivel(9) | 159,202 | * | 116,785 | * | | Brian J. McDade | 89,730 | * | 42,169 | * | | John Rulli | 275,317 | * | 234,670 | * | | All Directors and executive officers as a group (21 people)(10) | 30,779,325 | 8.73% | 27,845,256 | 7.31% |

  67. Directors and Executive Officers

    | * Less than one percent |

  68. Directors and Executive Officers

    | 1. | Includes the following common shares that may be issued upon exchange of units (including vested LTIP units) held by the following persons on March 16, 2026: David Simon, Eli Simon and other members of the MSA Group (as described in footnote 4 of the “Principal Shareholders” table on page 41)—26,941,191; Richard S. Sokolov—493,984; John Rulli—234,670; Steven E. Fivel—116,785; Brian J. McDade—42,169; and all directors and executive officers as a group—27,845,256. Units are exchangeable either for common shares on a one-for-one basis or for cash as determined by the Company. |

  69. Directors and Executive Officers

    | 2. | Includes the following restricted shares which are subject to vesting requirements: Glyn F. Aeppel—1,192; Martin J. Cicco—299; Larry C. Glasscock—1,351; Nina P. Jones—1,161; Reuben S. Leibowitz—1,272; Randall J. Lewis—1,161; Gary M. Rodkin—1,145; Peggy Fang Roe—1,145; Stefan M. Selig—1,208; Eli Simon—38,348; Daniel C. Smith, Ph.D.—1,161; Richard S. Sokolov—15,788; Marta R. Stewart—1,224; Steven E. Fivel—3,747; Brian J. McDade—3,747; John Rulli—3,747; and all directors and executive officers as a group—105,741. Includes shares acquired through the reinvestment of dividends on common shares held in the Director Deferred Compensation Plan. |

  70. Directors and Executive Officers

    | 3. | As of December 31, 2025, the following restricted shares were held by the independent directors: Glyn F. Aeppel—14,051; Larry C. Glasscock—20,762; Nina P. Jones—2,834; Reuben S. Leibowitz—25,093; Randall J. Lewis—4,258; Gary M. Rodkin—14,566; Peggy Fang Roe—5,945; Stefan M. Selig—13,405; Daniel C. Smith, Ph.D.—19,717; and Marta R. Stewart—12,868. These amounts do not include shares acquired from the reinvestment of dividends which are required to be reinvested in additional shares of common stock which also must be held in the Director Deferred Compensation Plan and do not include any other shares owned by the independent directors. |

  71. Directors and Executive Officers

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 39 |

  72. Directors and Executive Officers

    | 4. | As of March 16, 2026, there were 324,840,186 shares of common stock and 8,000 shares of Class B common stock outstanding. Upon the occurrence of certain events, shares of Class B common stock convert automatically into common shares (on a one-for-one basis). These percentages assume the exchange of units for common shares only by the applicable beneficial owner. |

  73. Directors and Executive Officers

    | 5. | As of March 16, 2026, the Operating Partnership had 380,912,144 units outstanding, of which we owned, directly or indirectly, 324,848,186 or 85.3%. These percentages assume that no units held by limited partners are exchanged for common shares. The number of units shown does not include any unvested LTIP units and any unvested restricted stock units (“RSUs”) awarded under a long term incentive performance program as described in the “Compensation Discussion and Analysis” section that begins on page 46 of this Proxy Statement, because the unvested LTIP units are subject to performance and/or time-based vesting requirements and the unvested RSUs are subject to time-based vesting requirements. |

  74. Directors and Executive Officers

    | 6. | Includes common shares, shares of Class B common stock and units beneficially owned by the MSA Group. See “Principal Shareholders” table on page 41. Mr. David Simon passed away on March 22, 2026. |

  75. Directors and Executive Officers

    | 7. | Includes 2,500 shares of common stock held by Mr. Leibowitz’s wife. Does not include 13,000 shares of common stock held by charitable foundations of which Mr. Leibowitz is an officer or trustee and 1,400 shares of common stock held by various trusts of which Mr. Leibowitz’s wife is the trustee. Mr. Leibowitz disclaims beneficial ownership of these shares. |

  76. Directors and Executive Officers

    | 8. | Includes common shares, shares of Class B common stock and units beneficially owned by the MSA Group. See “Principal Shareholders” table on page 41. |

  77. Directors and Executive Officers

    | 9. | Includes 383 shares of common stock held by Mr. Fivel’s wife. |

  78. Directors and Executive Officers

    | 10. | Does not include 4,172,426 units beneficially owned by or for the benefit of Simon family members as to which members of the MSA Group do not have voting or dispositive power. |

  79. Directors and Executive Officers

    | 40 2026 Proxy Statement | SIMON PROPERTY GROUP |

  80. Our Compensation Philosophy: Aligning Executive Pay with Long-Term Shareholder Value

    Our Compensation Philosophy: Aligning Executive Pay with Long-Term Shareholder Value Our executive compensation program is designed to attract, retain, motivate and incentivize our officers and employees to enhance long-term value to our key stakeholders. We believe our emphasis on pay-for-performance and on corporate governance creates alignment between the interests of our named executive officers (“NEOs”) and the interests of all of the Company’s stakeholders, including its shareholders. We are asking for shareholder approval, on a non-binding advisory basis, of the compensation of our NEOs for 2025, as disclosed in this Proxy Statement pursuant to Section 14A of the Exchange Act, commonly known as a “Say-on-Pay” vote. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the compensation policies and practices described in this Proxy Statement.

  81. Shareholder Feedback on Award Magnitude and Program Structure

    Shareholder Feedback on Award Magnitude and Program Structure The message we heard consistently from shareholders was that the depressed support reflected in the 2025 advisory vote stemmed primarily from concerns about the relative magnitude of this single, transaction-based award—not from opposition to the A&R OPI Program's structure or to our core long-term incentive design. Investors recognized that the A&R OPI Program had been adopted after extensive 2023–2024 outreach to address prior feedback on discretion, timing of payment, form of award, and vesting terms, and they acknowledged that the A&R OPI Program received approximately 94% shareholder support in 2024. Shareholders confirmed that they remain broadly supportive of the Company's fundamental pay-for-performance philosophy and the link between realized value creation and compensation outcomes.

  82. Our Executive Compensation Program

    | WHAT WE DO | | WHAT WE DON’T DO | | | | Annual Cash Incentive Compensation. Strong emphasis on performance-based cash compensation: paid only if certain adjusted diluted FFO per share targets are achieved. | | No Excessive Perquisites. No supplemental executive retirement plans, company cars, club memberships or other significant perquisites. | | | Pay-for-Performance. Our LTI Programs are designed to incentivize performance. The substantial majority of our 2025 LTI Program is performance-based. | | No Gross-Ups. We have never had any arrangements requiring us to gross-up compensation to cover taxes owed by the executives, including excise taxes payable by the executive in connection with a change in control. | | | Time-Based Vesting on Earned LTIP Units. Once LTIP units are earned, recipients must remain with the Company for an additional one-year period to vest. | | | | | | | No Excessive Retirement and Health Benefits. We have never had a traditional defined benefit plan. | | | Robust Stock Ownership Guidelines. Stock ownership guidelines for our CEO and other NEOs are 6x and 3x base salary, respectively, and they must retain shares until they retire, die, become disabled or are no longer employed with us. All non-employee directors must hold common stock while they serve as directors. | | No Hedging or Pledging of Company Stock. Our NEOs and directors cannot hedge or pledge Company stock. | | | | | No Fixed Term Employment Contracts. No fixed term employment contracts with any NEOs or senior management. | | | | | No Single-Trigger Time-Based Acceleration. Upon a change in control in which awards are continued, assumed, or replaced, all equity grants include “double-trigger” acceleration provisions that require termination of employment following the change in control for time-based vesting to accelerate. No separate cash severance arrangements apply to NEOs beyond general Company policy. | | | Annual Say-on-Pay Vote. We conduct an annual Say-on-Pay Advisory Vote. | | | | | Clawback Policy. Applies in the event of any material restatement of the Company’s financials, whether or not fraud/misconduct is involved. | | | | | Independent Compensation Consultant. The Compensation Committee utilizes an independent compensation consulting firm, Semler Brossy. | | | | | Compensation Risk Assessments. Conducted annually to evaluate whether the executive compensation program encourages excessively risky behaviors. | | |

  83. Alignment of Pay with Performance

    Alignment of Pay with Performance The Compensation Committee has designed our executive compensation program for our NEOs to align compensation with financial, strategic and shareholder returns. We believe that a well-designed compensation program is essential to attracting and retaining the talented leaders who drive our success, and that the interests of our executives should be closely aligned with those of our shareholders. Our compensation philosophy is grounded in the principle that strong leadership and sound decision-making are critical to creating long-term value for all of our stakeholders. Accordingly, a significant portion of the compensation of our former CEO and other NEOs is at risk and performance-based, in the form of variable pay (annual and long-term incentives), which emphasizes our commitment to rewarding only excellent performance. This pay-for-performance philosophy is a cornerstone of our compensation approach and reflects our belief that executive compensation should be meaningfully tied to both Company performance and individual contributions to our strategic objectives. The percentage of compensation that was at risk in 2025 for our CEO during that year and the average for our other NEOs was 88.89% and 84.03%, respectively. By linking a substantial portion of executive compensation to the achievement of key performance metrics and long-term shareholder value creation, we seek to ensure that our executives remain focused on the priorities that matter most to our business and our investors. Our compensation decisions in 2025 reflected this approach and our ongoing commitment to aligning the interests of our leadership team with those of our shareholders. Annual cash bonus amount includes bonuses earned with respect to performance paid under our Annual Cash Incentive Compensation program. See Summary Compensation Table on page 67.

  84. Objectives of Our Executive Compensation Program

    The Compensation Committee designs compensation programs which are intended to create alignment between pay and performance. In carrying out this responsibility, the Compensation Committee carefully considers a wide range of factors and exercises its independent judgment to ensure that compensation decisions appropriately reflect both individual contributions and overall Company performance. Further, we recognize that our employees have opportunities not only in the real estate industry but in other industries as well. As a result, to achieve our objective of attracting, retaining and motivating talented employees, and to inform our compensation decisions, we invest considerable time and resources in identifying and refining our peer group methodology, and consequently, the composition of our peer group, as discussed further on page 62 under the heading “Company Peer Group and Compensation Assessment.” Consistent with our pay-for-performance philosophy, the core components of our compensation require significant long-term shareholder value creation to earn maximum levels of compensation. We believe this approach appropriately balances the need to provide competitive compensation with our commitment to responsible stewardship of shareholder resources.

  85. Collaboration with the Independent Compensation Consultant

    Collaboration with the Independent Compensation Consultant

  86. Collaboration with the Independent Compensation Consultant

    | Compensation Committee ● Engages Semler Brossy annually as its independent consultant. ● Analyzed whether the work of Semler Brossy, as a compensation consultant, has raised any conflict of interest, taking into consideration the following factors: o the provision of other services to the Company by Semler Brossy; o the amount of fees from the Company paid to Semler Brossy as a percentage of the firm’s total revenue; o Semler Brossy’s policies and procedures that are designed to prevent conflicts of interest; o any business or personal relationship of Semler Brossy or the individual compensation advisors employed by the firm with an executive officer of the Company; o any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and o any stock of the Company owned by Semler Brossy or the individual compensation advisors employed by the firm. | Independent Consultant – Semler Brossy ● Reports directly to the Compensation Committee and performs no other work for the Company unless directed by the Compensation Committee. ● Provides objective, third-party advice and recommendations on executive compensation program design and pay levels. ● Attends Compensation Committee meetings and meets with the Compensation Committee without management present. ● Assists the Compensation Committee with benchmarking compensation practices and peer group analysis. |

  87. Collaboration with the Independent Compensation Consultant

    | The Compensation Committee reviews Semler Brossy’s independence annually and has determined, based on its analysis of the above factors, that the work of Semler Brossy and the individual compensation advisors employed by Semler Brossy as compensation consultants to the Company has not created any conflict of interest. |

  88. Collaboration with the Independent Compensation Consultant

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 51 |

  89. 2025 Base Salaries

    2025 Base Salaries The Compensation Committee periodically reviews and adjusts base salaries for the NEOs to reflect market conditions, changes in responsibilities, peer review and comparison and merit increases. During meetings in 2025, the Compensation Committee reviewed materials provided by Semler Brossy, analyzing individual NEO total remuneration in comparison to our 2025 peer group and recommended no increases to base salaries for each NEO, other than for Mr. McDade. Mr. David Simon’s annualized base salary had been unchanged since 2011 and remained at $1,250,000 in 2025. Mr. Eli Simon’s 2025 annualized base salary was set at $800,000 in connection with his promotion to COO. After review of the peer group median for his position, on March 3, 2025, Mr. McDade’s annualized base salary was increased by $25,000, to $700,000. Each of Mr. Fivel’s and Mr. Rulli’s annualized base salaries was $700,000.

  90. 2025 Annual Cash Incentive Compensation

    2025 Annual Cash Incentive Compensation The Compensation Committee rewards executive officers with annual cash incentive (“ACI”) compensation for achieving the Company’s financial and operating plan considering an assessment of each NEO’s contributions to those achievements. The ACI Program is structured around objective, predetermined performance thresholds that must be achieved before any awards can be made, ensuring that payouts are tied directly to measurable Company performance metrics. Once the performance thresholds are met and the bonus pool is funded, the Compensation Committee applies informed discretion in allocating individual awards based on each NEO's contributions. This two-step approach—formulaic pool funding followed by informed committee-administered allocation—ensures that awards are earned through performance while allowing the Compensation Committee to exercise judgment in a manner that has historically resulted in conservative payouts well below the maximum available pool. For example, for 2025, the Compensation Committee only awarded 49.63% of the available pool, as outlined on the following page under the heading “Amounts Payable Under ACI.”

  91. 2025 Annual Cash Incentive Compensation

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 55 |

  92. 2025 Annual Cash Incentive Compensation

    | AMOUNTS PAYABLE UNDER ACI | | | STEP 1 | STEP 2 | | ● The ACI Program is only funded if the Company achieves certain predetermined, objective threshold levels of real estate FFO per share. These thresholds are established in advance. ● If the threshold real estate FFO per share is not achieved, no payments are made. ● Once threshold real estate FFO per share is achieved, the ACI Program is funded formulaically if the Company achieves certain predetermined target and maximum real estate FFO per share results during the given year. ● At its meeting in March 2025, the Compensation Committee established: | ● Once the ACI Program pool is funded based on achievement of the predetermined performance metrics, bonuses are allocated and awarded after the Compensation Committee’s review (and, for NEOs other than the CEO, after the CEO’s review) of each NEO’s performance with respect to goals established each year and individual contributions to achievement of the Company’s performance. ● The assessment delivers a total score for each individual. ● Each individual’s total score then determines the portion of that NEO’s ACI compensation that has been earned. ● The Compensation Committee exercises this allocation authority conservatively; the resulting total payout to the NEOs of $6.70 million represented 49.63% of the ACI Program pool available for awards, reflecting the Committee's practice of awarding less than the full available pool to ensure compensation outcomes remain appropriate and aligned with shareholder interests. | | ● At its meeting in March 2026, the Compensation Committee reviewed the Company’s 2025 reported real estate FFO per share of $12.73, which the Compensation Committee used for purposes of measuring performance under our ACI Program against the predetermined objective thresholds. ● The Compensation Committee determined that the Company’s real estate FFO per share, as calculated above, exceeded the maximum performance level that the Compensation Committee had established in March 2025. Based on this formulaic calculation tied to objective performance results, the Compensation Committee approved an overall funding amount of $13.5 million for the ACI Program pool. The Compensation Committee then moved to the second step in the process: evaluating each NEO’s performance, as described below. ● See “Where Do I Find Reconciliation of Non-GAAP Terms to GAAP Terms?” on page 94 in the “Frequently Asked Questions and Answers” section of the Proxy Statement. | | | | |

  93. 2025 Annual Cash Incentive Compensation

    | 56 2026 Proxy Statement | SIMON PROPERTY GROUP |

  94. 2025 Annual Cash Incentive Compensation

    A summary of the Company’s and the NEOs’ 2025 achievements and the Compensation Committee’s determination of their 2025 ACI compensation payments is below. We pay ACI compensation to NEOs in the first calendar quarter of the following year, so the Compensation Committee has sufficient time to assess our financial performance and the NEOs’ contributions for the preceding year.

  95. 2025 Annual Cash Incentive Compensation

    | CEO ACI Award | | 2025 KEY INDIVIDUAL ACHIEVEMENTS | | David simon(1) $3,000,000 | | ● Generated $4.812 billion in real estate FFO, or $12.73 per diluted share, representing a 4.0% increase year-over-year ● Returned $3.5 billion to shareholders, including $3.23 billion in cash dividends and $227 million in share buybacks ● Achieved a Total Shareholder Return of 13.0% compared to 2.9% for the MSCI US REIT Index and 5.1% for the FTSE NAREIT Equity Index ● Maintained highest operating profit margin (72%) compared to peers (Regency, Federal, Kimco, Tanger, and Macerich) | | (1) Mr. David Simon was CEO during 2025; he passed away on March 22, 2026. | | | | Other NEOs ACI Award | | 2025 KEY INDIVIDUAL ACHIEVEMENTS | | Brian J. McDade $900,000 | | ● Managed and oversaw the completion of: o $1.5 billion two-tranche senior notes offering with a weighted average coupon rate of 4.775% and weighted average term of 7.8 years; and o the refinance, restructuring or extension of 46 secured loans totaling approximately $7.0 billion, with a weighted average interest rate of 5.43% and term of 4.3 years ● Maintained an A-rated balance sheet, ending the year at 5.0 times net debt to EBITDA with $9.1 billion of liquidity consisting of $1.4 billion of cash on hand and $7.7 billion of available capacity under revolving credit facilities |

  96. 2025 Annual Cash Incentive Compensation

    | Eli Simon $1,000,000 | | ● Led strategic acquisitions totaling $2.0 billion, including the remaining 12% of Taubman Realty Group, our partner’s 75% interest in Brickell City Centre, and 100% of The Mall Luxury Outlets and Phillips Place ● Directed investments of $535 million in accretive development projects ● Oversaw the opening of a new Premium Outlet in Indonesia ● Oversaw the completion of 23 significant redevelopment projects, including retail and experiential additions at Southdale Center, Stanford Shopping Center, King of Prussia, and The Forum Shops at Caesars, and mixed-use additions at Northgate Station and Lakeline Mall ● Increased reported retailer sales per square foot to $799, representing an 8.1% increase year-over-year ● Drove portfolio NOI (including domestic and international properties) growth of 4.7% at constant currency | | Steven E. Fivel $900,000 | | ● Oversaw and managed the Company’s litigation and dispute resolution functions ● Provided legal support and counsel to leasing, development, property management, investment, partnership, capital markets and financial functions of the Company ● Provided key, strategic counsel to transaction teams on strategic acquisitions totaling $2.0 billion, including Taubman Realty Group, Brickell City Centre, The Mall Luxury Outlets and Phillips Place ● Managed and supervised the Company’s significant risk management and insurance program | | John Rulli $900,000 | | ● Oversaw the execution of over 4,600 leases for more than 17 million square feet ● Maintained occupancy of U.S. Malls and Premium Outlets at 96.4% at year-end (compared to 96.5% at prior year-end) notwithstanding 20 basis point reduction resulting from the addition of the Taubman Realty Group assets ● Increased base minimum rent per square foot to $60.97, an increase of 4.7% year-over-year ● Managed the Company’s Administrative department, including the Human Capital function ● Assisted in integration and cost reduction efforts of portfolio investments and acquisitions |

  97. 2025 Annual Cash Incentive Compensation

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 57 |

  98. 2025 LTI Program

    2025 LTI Program The Compensation Committee worked, with advice and assistance from Semler Brossy, to create the 2025 LTI Program, which was specifically designed to take into account current business conditions and market factors and also be responsive to shareholder feedback received during our active engagement with stakeholders. In order for the executive compensation program to be effective in attracting, retaining and motivating talent while aligning interests of executives with shareholders, it is necessary for the Company’s NEO compensation to be competitive with that of other real estate companies and also with other large public and private enterprises with which the Company competes for executive talent. In order to achieve this, the Compensation Committee considered whether the LTI Program incentives were reasonably obtainable and aligned with the goal of retaining and motivating the Company’s NEOs. The Compensation Committee reaffirmed its philosophy that a significant portion of the total compensation for our NEOs should be performance-based and at risk. Performance-based long-term equity, in the form of LTIP units, was a fundamental element of the 2025 LTI Program and the performance targets established as part of the program are rigorous and require strong long-term financial and operational performance. The 2025 LTI Program was made up of the following two (2) components:

  99. 2025 LTI Program

    | ● | The 2025-2027 LTIP (the “2025-2027 LTIP”), is made up of: |

  100. 2025 LTI Program

    | o | 75% performance-based awards of Operating Partnership LTIP units which are earned based on the following: |

  101. 2025 LTI Program

    | ◾ | 60%: the Company’s achievement of predetermined levels of real estate FFO per share over a three-year period, with a TSR modifier that adjusts the number of earned units upward or downward by the same absolute percentage if TSR is above or below, respectively, certain thresholds (no adjustment if TSR is between the thresholds). |

  102. 2025 LTI Program

    | ◾ | 15%: predetermined, proprietary, strategic performance objectives based on Company strategic performance goals. |

  103. 2025 LTI Program

    | o | 25% time-based awards of RSUs which vest subject to continued service over a three-year period. |

  104. 2025 LTI Program

    | ● | Corporate ICP: |

  105. 2025 LTI Program

    | o | performance-based awards that may be earned based on the achievement of certain FFO per share (70% weighting) and Combined Platform EBITDA (30% weighting) performance goals, measured over a one-year performance period and subject to a three-year vesting period (the “2025 Corporate ICP”). Our NEOs were not eligible to participate in the 2025 Corporate ICP. |

  106. 2025 LTI Program

    See the “Grants of Plan-Based Awards in 2025” table on page 68 for details of individual awards granted to our NEOs under our LTI Program during 2025.

  107. 2025 LTI Program

    | 58 2026 Proxy Statement | SIMON PROPERTY GROUP |

  108. LTIP Results: 2023 Awards

    LTIP Results: 2023 Awards In March 2026, the Compensation Committee determined the results for the LTIP units granted in March 2023 with a performance period of January 1, 2023, to December 31, 2025 (the “2023 LTIP Units”), which will vest on January 1, 2027, subject to the grantee’s continued service through such vesting date. The performance vesting conditions applicable to the 2023 LTIP Units included (i) diluted FFO per share, as adjusted, compound annual growth rate (“CAGR”) over the three-year performance period, subject to a TSR modifier, and (ii) the achievement of specified strategic objectives. The table below details the applicable performance measures, weightings, targets and performance achievement as a percentage of target. The payout for performance between percentages is interpolated on a straight-line basis, and performance below threshold results in a 0% payout for that performance measure.

  109. LTIP Results: 2023 Awards

    | | | | | Maximum | | | | | | Threshold | Target (100% | (200% | | Achievement as | | Performance Measure | Weighting(1) | (50% Payout) | Payout) | Payout) | Actual | % of Target | | 3-year Diluted FFO per share, as adjusted CAGR(3) | 60% | 0.5% | 1% | 2% | 2.49 (2)% | 200.0% | | Strategic Objectives (out of 19)(4) | 15% | -- | 15 of 19 | -- | Target | 100.0% | | | | | | | Total Weighted Payout | 180.0% |

  110. LTIP Results: 2023 Awards

    | 1. | Weighting percentages reflect percentage of performance-based component of 2023 LTI Program award, with remaining 25% being time-based RSUs awarded in 2023 in conjunction with the 2023 LTI Program award opportunity. |

  111. LTIP Results: 2023 Awards

    | 2. | 3-year diluted FFO per share, as adjusted CAGR is calculated by comparing the 2025 diluted FFO per share, as adjusted ($12.78) compared to the 2022 diluted FFO per share, as adjusted ($11.87). |

  112. LTIP Results: 2023 Awards

    | 3. | The number of units earned are further adjusted by a TSR modifier, whereby the number of units earned is decreased 15% if the Company’s 3-year TSR is below 20% and the number of units earned is increased by 15% (up to the maximum amount awarded) if the Company’s 3-year TSR is greater than 30%. There is no adjustment to the number of units awarded if the Company’s three-year TSR is 20% to 30%. For this purpose, the 3-year TSR is calculated as the difference between the closing price of our common stock as of December 31, 2022, the last trading day prior to the first day of the performance period ($117.48) compared to the 20-day average closing price of our common stock as of December 31, 2025, which was the last trading day prior to the end of the performance period ($184.28), plus re-invested dividends over the performance period. The Company’s applicable three-year TSR was 84.6%. However, since the 3-year diluted FFO per share CAGR result was at the maximum amount, there was no impact of the TSR modifier in the determination of earned units under the 2023 LTI Program. |

  113. LTIP Results: 2023 Awards

    | 4. | Our strategic objectives and the achievement of such objectives are described in the table below: |

  114. LTIP Results: 2023 Awards

    | Strategic Objective | | Development: 4 Objectives, including the redevelopment of a former anchor building at Stanford Shopping Center, opening of Tulsa Premium Outlets, completion of 3 new anchor stores and initiation of a residential project at Northgate Station. | | Leasing: 3 Objectives, including to increase occupancy over specified baseline levels, enhance relationships with new brands and expand them through the portfolio and continue to cultivate and engage new brands and tenants to lease throughout the portfolio. | | Marketing and Innovation: 4 Objectives, including to grow the Simon Search platform, launch a loyalty program, expand QR code marketing to deliver on-demand content to shoppers, and grow National Outlet Shopper Day activity. | | Finance: 4 Objectives, including to refinance, retire or otherwise address certain specified levels of secured and unsecured debt and undertake efforts to effectuate new unsecured note offerings, maintain the Company’s A-/A3 credit rating and extend maturity of the Company’s revolving credit facilities. | | Information Technology: 4 Objectives, including strengthening the Company’s cyber security posture and accomplishing 3 specified infrastructure replacement initiatives. |

  115. LTIP Results: 2023 Awards

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 59 |

  116. LTIP Results: 2023 Awards

    At the Compensation Committee’s meeting in March 2026, the Compensation Committee determined that the (i) Company achieved at least 18 of 19 strategic objectives in order to satisfy the funding threshold for such component and (ii) performance for the 2023-2025 LTIP resulted in 100% of the maximum number of 2023 LTIP Units being earned. The 2023 LTIP Units will vest on January 1, 2027, subject to the NEO’s continued employment through the vesting date. The following table illustrates the aggregate number of 2023 LTIP Units earned by each NEO based on actual achievement of the performance goals described above.

  117. LTIP Results: 2023 Awards

    | Named Executive Officer | 2023 LTIP Units Earned (#) | | David Simon(1) | 124,901 | | Brian J. McDade | 31,226 | | Eli Simon | 18,736 | | Steven E. Fivel | 24,981 | | John Rulli | 24,981 |

  118. LTIP Results: 2023 Awards

    | 1. | Mr. David Simon passed away on March 22, 2026. |

  119. LTIP Results: 2023 Awards

    | 60 2026 Proxy Statement | SIMON PROPERTY GROUP |

  120. 2026 LTI Program

    2026 LTI Program The Compensation Committee also approved the components of the Company’s 2026 LTI Program for our NEOs. The 2026 LTI Program is structured substantially the same as the Company’s 2025 LTI Program described above on page 58.

  121. 2026 LTI Program

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 61 |

  122. Company Peer Group and Compensation Assessment

    Company Peer Group and Compensation Assessment The Compensation Committee uses a peer group as a source of data for assessing and determining pay levels for our NEOs. While the Compensation Committee has not formulaically derived target compensation from these other companies, the peer group has provided the Compensation Committee with certain insights used for understanding various industry-specific compensation structures and trends, as well as reactions to industry-specific issues, monitoring current compensation practices and analyzing individual company practices. It is intended to serve as a reference in the compensation process but is not intended to directly inform specific compensation decisions due to our size, scope of operations and varied operating environments. The peer group is reviewed annually to ensure it continues to remain appropriate in terms of company size and business focus. The Compensation Committee determined that the peer group should reflect the Company's business complexity and the broader competitive landscape for talent. Given the Company's unique positioning in the market as a retail REIT with significant real estate holdings, retail tenant relationships, and financial services-like investment activities, there is no perfectly defined group of direct peers. The Company competes for executive talent not only with other REITs, but also with companies in the retail and financial services industries, and it is a critical interest of the Company to retain employee talent that could find attractive employment opportunities in such industries. The peer group includes:

  123. Company Peer Group and Compensation Assessment

    | ● | 12 REITs and real estate service companies, |

  124. Company Peer Group and Compensation Assessment

    | ● | 4 retailers, |

  125. Company Peer Group and Compensation Assessment

    | ● | 3 financial services companies, |

  126. Company Peer Group and Compensation Assessment

    | ● | 1 payment processing company, and |

  127. Company Peer Group and Compensation Assessment

    | ● | 1 internet and direct marketing retail company. |

  128. Company Peer Group and Compensation Assessment

    Accordingly, the peer group represents a balance of industry sectors that reflect the Company's business complexity, comprised of approximately:

  129. Company Peer Group and Compensation Assessment

    | ● | 57% Real Estate, |

  130. Company Peer Group and Compensation Assessment

    | ● | 24% Consumer Discretionary, and |

  131. Company Peer Group and Compensation Assessment

    | ● | 19% Financial Services. |

  132. Company Peer Group and Compensation Assessment

    The experience and skills that our NEOs require given our breadth and scope of operations illustrate that they are eligible for other employment opportunities in other industries, such as financial services, retail, asset management and equity investment. Recognizing this, and while not formulaically adhering to peer group comparisons, the calculated peer group assists the Compensation Committee in effectively gauging and identifying relevant comparisons in the current compensation environment, in recognition of the fact that a peer group comprised solely of REITs does not sufficiently represent the nature of our business and the talent pool we need to retain as well as target for recruiting. A key principle guiding peer group selection is year-over-year stability, which reduces market volatility in compensation data and encourages transparency between reporting periods. Accordingly, the Compensation Committee, with Semler Brossy, reviews the peer group annually but makes changes only when necessary or compelling based on business and financial developments, or feedback from shareholders or proxy advisory services. To see the peer group used for setting compensation for 2025, unchanged from 2024, see the “2025 Peer Group” table on the following page.

  133. Company Peer Group and Compensation Assessment

    | 62 2026 Proxy Statement | SIMON PROPERTY GROUP |

  134. 2025 Peer Group

    2025 Peer Group Below is the peer group used for setting compensation for 2025, unchanged from 2024, created using the methodology described above.

  135. 2025 Peer Group

    | PEER COMPANY | COMPANY TYPE | | American Tower Corp. (NYSE:AMT) | Specialized REIT | | The Carlyle Group (NasdaqGS:CG) | Financial Services | | CBRE Group, Inc. (NYSE:CBRE) | Real Estate Services | | Crown Castle International Corp. (NYSE:CCI) | Specialized REIT | | Cushman & Wakefield (NYSE:CWK) | Real Estate Services | | eBay (NasdaqGS:EBAY) | Retail | | Equinix, Inc. (NasdaqGS:EQIX) | Specialized REIT | | Federal Realty Investment Trust (NYSE:FRT) | Retail REIT | | Global Payments (NYSE:GPN) | Financial Services | | The GAP (NYSE:GPS) | Retail | | Jones Lang LaSalle, Inc. (NYSE:JLL) | Real Estate Services | | Kimco Realty Corp. (NYSE:KIM) | Retail REIT | | Macy’s (NYSE:M) | Retail | | Northern Trust (NasdaqGS:NTRS) | Financial Services | | Prologis, Inc. (NYSE:PLD) | Industrial REIT | | Realty Income Corporation (NYSE:O) | Retail REIT | | Regency Centers Corporation (NasdaqGS:REG) | Retail REIT | | State Street (NYSE:STT) | Financial Services | | Tanger Inc. (NYSE:SKT) | Retail REIT | | Tapestry (NYSE:TPR) | Retail | | TJX Companies (NYSE:TJX) | Retail | | Simon Property Group | Retail REIT |

  136. 2025 Peer Group

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 63 |

  137. Other Elements of Compensation & Policies

    Other Elements of Compensation & Policies Retirement and Health and Welfare Benefits. We have never had a traditional defined benefit pension plan. We maintain a 401(k) retirement plan in which all salaried employees can participate on the same terms. During 2025, our basic contribution to the 401(k) retirement plan was equal to 1.0% of the participant’s base salary and Annual Cash Incentive Compensation which vests 20% after the completion of two years and an additional 20% after each additional year of service until fully vested after six years. We match 100% of the first 3% of the participant’s contribution and 50% of the next 2% of the participant’s contribution. Our matching contributions are vested when made. Our basic and matching contributions are subject to applicable IRS limits and regulations and internal guidelines. The Company’s internal limit on Company contributions for any participant in 2025 was $17,500. The contributions we made to the 401(k) accounts of the NEOs are shown in the “All Other Compensation” column of the Summary Compensation Table on page 67 in the “Executive Compensation Tables” section of this Proxy Statement. NEOs also participate in health and welfare benefit plans on the same terms as other salaried employees. No Gross Up for Excess Parachute Payments. Our CEO and the other NEOs do not currently have employment agreements. There are no arrangements requiring us to gross up compensation to cover taxes owed by the NEOs, including excise taxes payable by the NEOs in connection with a change in control. Deferred Compensation Plan. We maintain a nonqualified deferred compensation plan that has permitted senior executives, key employees and non-employee directors to defer all or part of their compensation, including awards under the 2019 Plan. There is an account for the executives and employees and a separate account for the non-employee directors. Although we have the discretion to contribute a matching amount or make additional incentive contributions, we have never done either. As a result, any account balances for our NEOs would consist entirely of compensation earned by, but not yet paid to, the NEOs, and any earnings on such deferred compensation; however, none of the NEOs had an account balance under the deferred compensation plan during 2025. A participant’s deferrals are fully vested, except for any restricted stock or RSU awards that still have vesting requirements. Upon death or disability of the participant, our insolvency, or a change in control affecting us, a participant becomes 100% vested in his or her account. No Stock Option Grants. The Compensation Committee has not granted any stock options to executives or other employees since 2001.

  138. Equity Award Grant Practices

    Equity Award Grant Practices In the ordinary course of our compensation cycle for our NEOs, we make LTIP awards in the first calendar quarter after financial results for the preceding year have been released. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  139. How LTIP Units Work

    How LTIP Units Work LTIP units are a type of limited partnership interest issued by the Operating Partnership. Under the performance-based long-term incentive programs, LTIP unit awards can be earned in whole or in part, depending on the extent to which the performance targets set by the Compensation Committee for the relevant performance period are met. The Compensation Committee believes the design of the Company’s performance-based long-term incentive programs reflects the Company’s pay-for-performance philosophy and high expectations. LTIP units are designed to qualify as “profits interests” in the Operating Partnership for federal income tax purposes. During the performance period of our performance based long-term incentive programs, holders of such LTIP units will be allocated taxable profits and losses equal to one tenth of the amounts allocated to an Operating Partnership unit and will receive distributions equal to one tenth of the amount of regular quarterly distributions paid on an Operating Partnership unit, and certain special distributions. As a general matter, the profits interest characteristics of these LTIP units mean that each such LTIP unit will not be economically equivalent in value at the time of award to the economic value of an Operating Partnership unit. The value of the LTIP units can increase over time until the value of the LTIP units is equivalent to the value of the Operating Partnership units on a one-for-one basis. After the end of the performance period, to the extent that the required performance has been achieved, and, at the time of award for LTIP units issued under time-based long-term incentive programs, holders of such earned LTIP units (whether or not time-vested) will be entitled to receive distributions in an amount per LTIP unit equal to the distributions, both regular and special, payable on an Operating Partnership unit. Vested LTIP units are exchangeable for shares of the Company’s common stock on a one-for-one basis, or cash, as selected by the Company. The number of performance-based LTIP units earned is determined by the Compensation Committee at the end of the performance period using the pre-established payout matrices (with linear interpolation between the specified payout percentages).

  140. How LTIP Units Work

    | 66 2026 Proxy Statement | SIMON PROPERTY GROUP |

  141. Summary Compensation Table

    Summary Compensation Table

  142. Summary Compensation Table

    | | | | | STOCK | ALL OTHER | | | NAME | YEAR | SALARY | BONUS(1) | AWARDS(2) | COMPENSATION(3) | TOTAL | | David Simon(4) | 2025 | $1,250,000 | $3,000,000 | $7,000,261 | $413,417 | $11,663,678 | | Chairman, CEO and President | 2024 | $1,250,000 | $3,000,000 | $56,451,380 | $693,390 | $61,394,770 | | | 2023 | $1,250,000 | $4,000,000 | $10,000,259 | $314,048 | $15,564,307 | | Brian J. McDade | 2025 | $696,154 | $900,000 | $3,000,303 | $143,992 | $4,740,449 | | Executive Vice President and | 2024 | $670,192 | $800,000 | $11,129,172 | $251,445 | $12,850,809 | | Chief Financial Officer | 2023 | $640,385 | $800,000 | $3,000,175 | $120,368 | $4,560,928 | | Eli Simon(5) | 2025 | $697,885 | $1,000,000 | $3,000,303 | $447,316 | $5,145,504 | | Executive Vice President and | 2024 | $— | $— | $— | $— | $— | | Chief Operating Officer | 2023 | $— | $— | $— | $— | $— | | Steven E. Fivel | 2025 | $700,000 | $900,000 | $2,500,372 | $121,985 | $4,222,357 | | General Counsel and Secretary | 2024 | $695,192 | $800,000 | $10,629,288 | $237,911 | $12,362,391 | | | 2023 | $670,192 | $800,000 | $2,500,149 | $117,834 | $4,088,175 | | John Rulli | 2025 | $700,000 | $900,000 | $2,500,372 | $124,021 | $4,224,393 | | Chief Administrative Officer | 2024 | $695,192 | $800,000 | $4,822,886 | $239,947 | $6,558,025 | | | 2023 | $670,192 | $800,000 | $2,500,149 | $119,870 | $4,090,211 |

  143. Summary Compensation Table

    | 1. | Amounts in this column include bonuses earned with respect to performance in the indicated year which were paid in the following year under our Annual Cash Incentive Compensation program. |

  144. Summary Compensation Table

    | 2. | Stock awards made in 2025 reflect the grant date fair value of our annual LTI awards (RSUs and LTIP units). In each case, the grant date fair value of these awards is computed in accordance with the requirements of FASB Accounting Standards Codification (“ASC”) Topic 718. See the “Grants of Plan-Based Awards in 2025” table on page 68 for additional details of individual awards granted to our NEOs during 2025. |

  145. Summary Compensation Table

    The grant date fair value of the time-based RSUs and time-based LTIP units is calculated by multiplying the closing price of our common stock as reported by the NYSE for the date of grant, by the applicable number of RSUs or LTIP units. The grant date fair value of the portion of the LTIP units granted in 2025 subject to performance conditions is computed based on probable outcome in accordance with the requirements of FASB ASC Topic 718. 60% of such LTIP units are subject to a market condition through the application of a TSR modifier and, as such, a Monte Carlo simulation model is applied in the valuation of those units, assuming expected volatility of 23.93%, dividend yield of 4.03% and risk-free rate of return of 3.90%. The grant date fair value of LTIP units granted in 2025 subject to performance conditions, assuming the maximum level of performance for the portion of such awards that are only subject to performance conditions is as follows: Mr. David Simon-$11,200,346; Mr. McDade-$4,800,314; Mr. Eli Simon-$4,800,314; Mr. Fivel-$4,000,438; and Mr. Rulli-$4,000,438.

  146. Summary Compensation Table

    | 3. | Amounts reported in 2025 include the following: |

  147. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025

  148. Grants of Plan-Based Awards in 2025

    | | | | | | | ALL OTHER | | | | | | | | | STOCK | | | | | | | | | AWARDS: | GRANT | | | | | | | | NUMBER OF | DATE FAIR | | | | | ESTIMATED FUTURE PAYOUTS UNDER | | | SHARES OF | VALUE OF | | | | | EQUITY INCENTIVE PLAN AWARDS(1) | | | STOCK OR | STOCK AND | | | GRANT | | THRESHOLD | TARGET | MAXIMUM | UNITS | UNIT AWARDS | | NAME | DATE | AWARD TYPE | (#) | (#) | (#) | (#)(2) | ($)(3) | | David Simon | 3/3/2025 | RSUs | — | — | — | 9,320 | 1,750,110 | | | 3/3/2025 | LTIP Units | 15,133 | 30,265 | 54,938 | — | 5,250,151 | | Brian J. McDade | 3/3/2025 | RSUs | — | — | — | 3,995 | 750,182 | | | 3/3/2025 | LTIP Units | 6,486 | 12,971 | 23,545 | — | 2,250,121 | | Eli Simon | 3/3/2025 | RSUs | — | — | — | 3,995 | 750,182 | | | 3/3/2025 | LTIP Units | 6,486 | 12,971 | 23,545 | — | 2,250,121 | | Steven E. Fivel | 3/3/2025 | RSUs | — | — | — | 3,329 | 625,120 | | | 3/3/2025 | LTIP Units | 5,405 | 10,810 | 19,622 | — | 1,875,252 | | John Rulli | 3/3/2025 | RSUs | — | — | — | 3,329 | 625,120 | | | 3/3/2025 | LTIP Units | 5,405 | 10,810 | 19,622 | — | 1,875,252 |

  149. Grants of Plan-Based Awards in 2025

    | 1. | Amounts reflect LTIP units granted under our 2019 Plan during 2025 at threshold, target and maximum levels. The performance components and vesting provisions for the LTIP units are described above in the section titled “2025 LTI Program” on page 58. |

  150. Grants of Plan-Based Awards in 2025

    | 2. | Amounts reflect RSUs granted during 2025 under our 2019 Plan. The vesting provisions for these awards are further described above in the sections titled “2025 LTI Program” on page 58. |

  151. Grants of Plan-Based Awards in 2025

    | 3. | Amounts reflect the grant date fair value of RSUs and LTIP units under our annual LTI Programs or other awards, in each case as computed in accordance with the requirements of FASB ASC Topic 718. See section titled “2025 LTI Program” on page 58 for additional information regarding these awards. |

  152. Grants of Plan-Based Awards in 2025

    The grant date fair value of the time-based RSUs and time-based LTIP units is calculated by multiplying the closing price of our common stock as reported by the NYSE for the date of grant, by the applicable number of RSUs or LTIP units. The grant date fair value of the portion of the LTIP units granted in 2025 subject to performance conditions is computed based on a probable outcome assumption in accordance with the requirements of FASB ASC Topic 718. 60% of such LTIP units are subject to a market condition through the application of a TSR modifier and, as such, a Monte Carlo simulation model is applied in the valuation of those units, assuming expected volatility of 23.93%, dividend yield of 4.03% and risk-free rate of return of 3.90%. Each NEO paid $0.25 per unit for each performance-based LTIP unit.

  153. Grants of Plan-Based Awards in 2025

    | 68 2026 Proxy Statement | SIMON PROPERTY GROUP |

  154. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  155. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | STOCK AWARDS | | | | | | | | | EQUITY INCENTIVE | EQUITY INCENTIVE | | | | | | PLAN AWARDS: | PLAN AWARDS: | | | | | | NUMBER OF | MARKET OR | | | | | | UNEARNED | PAYOUT VALUE | | | | NUMBER OF | | SHARES, UNITS | OF UNEARNED | | | | SHARES OR | MARKET VALUE OF | OR OTHER | SHARES, UNITS OR | | | | UNITS THAT | SHARES OR UNITS | RIGHTS THAT | OTHER RIGHTS | | | | HAVE NOT | THAT HAVE NOT | HAVE NOT | THAT HAVE NOT | | NAME | Type of Award | VESTED(#) | VESTED($) (1) | VESTED(#) | VESTED($) (1) | | David Simon | RSU (2025 Grant) | 9,320(2) | $1,725,225 | — | $— | | | RSU (2024 Grant) | 16,413(2) | $3,038,210 | — | $— | | | RSU (2023 Grant) | 20,619(2) | $3,816,783 | — | $— | | | 2024 OPI LTI | 224,537(4) | $41,564,044 | — | $— | | | 2025 LTIP Units | — | $— | 54,938(5) | $10,169,573 | | | 2024 LTIP Units | — | $— | 97,121(6) | $17,978,068 | | | 2023 LTIP Units | 124,901(7) | $23,120,424 | — | $— | | | 2022 LTIP Units | 37,109(7) | $6,869,247 | — | $— | | Brian J. McDade | RSU (2025 Grant) | 3,995(2) | $739,514 | — | $— | | | RSU (2024 Grant) | 4,924(2) | $911,482 | — | $— | | | Restricted Stock (2023) | 2,175(3) | $402,614 | — | $— | | | RSU (2023 Grant) | 5,155(2) | $954,242 | — | $— | | | Restricted Stock (2022) | 1,572(3) | $290,993 | — | $— | | | 2024 OPI LTI | 39,294(4) | $7,273,712 | — | $— | | | 2025 LTIP Units | — | $— | 23,545(5) | $4,358,415 | | | 2024 LTIP Units | — | $— | 29,137(6) | $5,393,550 | | | 2023 LTIP Units | 31,226(7) | $5,780,245 | — | $— | | | 2022 LTIP Units | 8,298(7) | $1,536,043 | — | $— | | Eli Simon | RSU (2025 Grant) | 3,995(2) | $739,514 | — | $— | | | Restricted Stock (2024) | 3,026(3) | $560,143 | — | $— | | | RSU (2024 Grant) | 3,283(2) | $607,716 | — | $— | | | Restricted Stock (2023) | 2,175(3) | $402,614 | — | $— | | | RSU (2023 Grant) | 3,093(2) | $572,545 | — | $— | | | Restricted Stock (2022) | 1,572(3) | $290,993 | — | $— | | | 2024 OPI Stock | 31,575(4) | $5,844,848 | — | $— | | | 2025 LTIP Units | — | $— | 23,545(5) | $4,358,415 | | | 2024 LTIP Units | — | $— | 19,425(6) | $3,595,762 | | | 2023 LTIP Units | 18,736(7) | 3,468,221 | — | $— | | | 2022 LTIP Units | 5,188(7) | $960,351 | — | $— | | Steven E. Fivel | RSU (2025 Grant) | 3,329(2) | $616,231 | — | $— | | | RSU (2024 Grant) | 4,104(2) | $759,691 | — | $— | | | Restricted Stock (2023) | 2,175(3) | $402,614 | — | $— | | | RSU (2023 Grant) | 4,124(2) | $763,394 | — | $— | | | Restricted Stock (2022) | 1,572(3) | $290,993 | — | $— | | | 2024 OPI LTI | 39,294(4) | $7,273,712 | — | $— | | | 2025 LTIP Units | — | $— | 19,622(5) | $3,632,228 | | | 2024 LTIP Units | — | $— | 24,281(6) | $4,494,656 | | | 2023 LTIP Units | 24,981(7) | $4,624,233 | — | $— | | | 2022 LTIP Units | 6,225(7) | $1,152,310 | — | $— | | John Rulli | RSU (2025 Grant) | 3,329(2) | $616,231 | — | $— | | | RSU (2024 Grant) | 4,104(2) | $759,691 | — | $— | | | Restricted Stock (2023) | 2,175(3) | $402,614 | — | $— | | | RSU (2023 Grant) | 4,124(2) | $763,394 | — | $— | | | Restricted Stock (2022) | 1,572(3) | $290,993 | — | $— | | | 2024 OPI LTI | 11,227(4) | $2,078,230 | — | $— | | | 2025 LTIP Units | — | $— | 19,622(5) | $3,632,228 | | | 2024 LTIP Units | — | $— | 24,281(6) | $4,494,656 | | | 2023 LTIP Units | 24,981(7) | $4,624,233 | — | $— | | | 2022 LTIP Units | 6,225(7) | $1,152,310 | — | $— |

  156. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 1. | The amounts shown in these columns are determined based on $185.11, the closing price of our common stock as reported by the NYSE for December 31, 2025. Future vesting schedules described in the notes below reflect vesting schedules in effect as of December 31, 2025, and, in the case of Mr. David Simon, do not reflect his passing on March 22, 2026. |

  157. Outstanding Equity Awards at 2025 Fiscal Year-End

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 69 |

  158. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 2. | The RSUs granted in 2025 (2025 Grant) will vest on March 3, 2028. The RSUs granted in 2024 (2024 Grant) will vest on March 6, 2027. The RSUs granted in 2023 (2023 Grant) vested on March 1, 2026. The vesting of these RSUs is subject to the applicable grantee’s continued service through the vesting date. |

  159. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 3. | The amounts shown represent restricted stock earned and settled in 2025, 2024 and 2023 under the 2024, 2023 and 2022 Corporate ICP, respectively. For the restricted stock issued in 2025, one-third of the underlying shares will vest on April 1, 2026, and the remaining two-thirds of the underlying shares will vest on April 1, 2027, and April 1, 2028, in equal amounts. For the restricted stock issued in 2024, one-half of the underlying shares will vest on April 1, 2026, and the remaining one-half of the underlying shares will vest on April 1, 2027. For the restricted stock issued in 2023, the remaining unvested shares will vest on April 1, 2026. The vesting of these restricted stock awards is subject to the grantee’s continued service through the vesting date. |

  160. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 4. | The amounts shown represent time-based LTIP units granted on August 29, 2024, pursuant to the A&R OPI Program. The 2024 OPI LTIP units will vest in equal parts on the first five anniversaries of the grant date. In the case of Eli Simon, who was issued OPI stock, the shares of stock issued under this grant vest in equal parts on the first four anniversaries of the grant date. The vesting of these awards is subject to the grantee’s continued service through each such vesting date. |

  161. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 5. | The amounts shown represent performance-based LTIP units granted on March 3, 2025, pursuant to the 2019 Plan. The performance period for these LTIP units will end on December 31, 2027. Once earned, these 2025 LTIP units will vest on January 1, 2029, subject to the grantee’s continued service through such vesting date. With respect to these 2025 LTIP unit awards, the number of units that would have been earned based on actual results for the period commencing on the first day of the applicable performance period and ending on December 31, 2025 (rather than the end of the actual performance period) was above the maximum level of performance. Consequently, in accordance with SEC rules, the number of LTIP units shown represents the number of LTIP units that may be earned during the performance period based on maximum performance. |

  162. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 6. | The amounts shown represent performance-based LTIP units granted on March 6, 2024. The performance period for the LTIP units granted to our NEOs during 2024 will end on December 31, 2026. Once earned, the 2024 LTIP units will vest on January 1, 2028, subject to the grantee’s continued service through such vesting date. With respect to the 2024 LTIP unit awards, the number of units that would have been earned based on actual results for the period commencing on the first day of the applicable performance period and ending on December 31, 2025 (rather than the end of the actual performance period), was above the maximum level of performance. Consequently, in accordance with SEC rules, the number of LTIP units shown represents the number of LTIP units that may be earned during the performance period based on maximum performance. |

  163. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 7. | The amounts shown for the 2023 LTIP Units represent LTIP units granted on March 1, 2023. The performance period for the 2023 LTIP units granted to our NEOs during 2023 ended on December 31, 2025. All earned 2023 LTIP units will vest on January 1, 2027. Further, the amounts shown for the 2022 LTIP Units represent LTIP units granted on March 11, 2022, and March 18, 2022, respectively. The performance period for the LTIP units granted to our NEOs during 2022 ended on December 31, 2024. All earned 2022 LTIP units vested on January 1, 2026. The vesting of these awards is subject to the grantee’s continued service through such vesting date. |

  164. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 70 2026 Proxy Statement | SIMON PROPERTY GROUP |

  165. Option Exercises and Stock Vested in 2025(1)

    Option Exercises and Stock Vested in 2025(1)

  166. Option Exercises and Stock Vested in 2025(1)

    | | STOCK AWARDS(2) | | | | NUMBER OF SHARES | VALUE REALIZED | | NAME | ACQUIRED ON VESTING | ON VESTING | | David Simon | 131,199(3) | $22,940,691(4) | | Brian J. McDade | 35,366(5) | $6,124,551(6) | | Eli Simon | 24,468(5) | $4,259,077(6) | | Steven E. Fivel | 30,598(5) | $5,311,843(6) | | John Rulli | 23,581(5) | $4,044,152(6) |

  167. Option Exercises and Stock Vested in 2025(1)

    | 1. | None of our NEOs exercised any stock options in 2025. |

  168. Option Exercises and Stock Vested in 2025(1)

    | 2. | Includes awards of restricted stock, RSUs and LTIP units that vested during 2025. |

  169. Option Exercises and Stock Vested in 2025(1)

    | 3. | For Mr. David Simon, includes 17,197 RSUs issued in 2022 which vested on March 18, 2025; 57,867 LTIP units issued in 2021 which vested on January 1, 2025; and 56,135 OPI LTI units issued in 2024 which vested on August 29, 2025. |

  170. Option Exercises and Stock Vested in 2025(1)

    | 4. | The value realized upon vesting of Mr. David Simon’s RSUs is calculated by multiplying $164.80, the closing price of our common stock as reported by the NYSE for March 18, 2025, by the number of RSUs that vested on such date, by multiplying $172.21, the closing price of our common stock as reported by the NYSE for December 31, 2024, by the number of LTIP units that vested on January 1, 2025, and by multiplying $180.66, the closing price of our common stock as reported by the NYSE for August 29, 2025, by the number of OPI LTI units that vested on such date. |

  171. Option Exercises and Stock Vested in 2025(1)

    | 5. | For each of Messrs. McDade, Eli Simon, Fivel and Rulli, includes 1,088 shares of restricted stock which were earned under the Company’s Corporate ICP in 2023 and 1,573 shares of restricted stock which were earned under the Company’s Corporate ICP in 2022. For Eli Simon, includes 1,263 shares of restricted stock which were earned under the Company’s Corporate ICP in 2021. All of these shares of restricted stock issued under the Corporate ICP plans vested on April 1, 2025. For Mr. McDade, includes 3,845 RSUs; for Mr. Eli Simon, includes 2,403 RSUs; and for Messrs. Fivel and Rulli, includes 2,884 RSUs, each of which were issued under the 2022 LTI Program and vested on March 11, 2025. For Messrs. McDade and Fivel, includes 9,824 OPI LTI units; for Mr. Eli Simon, includes 10,526 shares of OPI stock which were issued under the 2024 OPI LTI Program; and for Mr. Rulli, includes 2,807 OPI LTI units, each of which vested on August 29, 2025. For Mr. McDade, includes 19,036 LTI units; for Mr. Eli Simon, includes 7,615 LTI units; and for Messrs. Fivel and Rulli, includes 15,229 LTI units, each of which were earned under the 2021 LTI Program and vested on January 1, 2025. |

  172. Option Exercises and Stock Vested in 2025(1)

    | 6. | The value realized upon vesting of Messrs. McDade, Fivel, Rulli and Eli Simon’s restricted stock is calculated by multiplying $166.47, the closing price of our common stock as reported by the NYSE for April 1, 2025, by the number of shares of restricted stock that vested on April 1, 2025, by multiplying $163.48, the closing price of our common stock as reported by the NYSE for March 11, 2025, by the number of RSUs that vested on such date, by multiplying $172.21, the closing price of our common stock as reported by the NYSE for December 31, 2024, by the number of LTIP units that vested on January 1, 2025, and by multiplying $180.66, the closing price of our common stock as reported by the NYSE for August 29, 2025, by the number of OPI LTI units or OPI stock that vested on such date. |

  173. Option Exercises and Stock Vested in 2025(1)

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 71 |

  174. Nonqualified Deferred Compensation in 2025

    Nonqualified Deferred Compensation in 2025

  175. Nonqualified Deferred Compensation in 2025

    | | | | AGGREGATE | | | | | EXECUTIVE | REGISTRANT | EARNINGS | AGGREGATE | AGGREGATE | | | CONTRIBUTIONS | CONTRIBUTIONS | (LOSSES) | WITHDRAWALS/ | BALANCE | | NAME | IN LAST FY | IN LAST FY | IN LAST FY | DISTRIBUTIONS | AT LAST FYE | | (A) | (B) | (C) | (D) | (E) | (F) | | David Simon | $— | $— | $— | $— | $— | | Brian J. McDade | $— | $— | $— | $— | $— | | Eli Simon | $— | $— | $— | $— | $— | | Steven E. Fivel | $— | $— | $— | $— | $— | | John Rulli | $— | $— | $— | $— | $— |

  176. Nonqualified Deferred Compensation in 2025

    The assets of our deferred compensation plan are held in what is commonly referred to as a “rabbi trust” arrangement. This means the assets of the plan are subject to the claims of our general creditors in the event of our insolvency. The plan assets are invested by the trustee in its sole discretion. Payments of a participant’s elective deferrals are made as elected by the participant. These amounts would be paid earlier in the event of termination of employment or death of the participant, an unforeseen emergency affecting the participant as determined by the Compensation Committee or a change in control of the Company. We have not made any contributions to the executive account of our deferred compensation plan since its inception in 1995. As a result, all contributions to and aggregate balances under our deferred compensation plan are composed entirely of contributions made by the executives from their salary, bonus or restricted stock awards for prior years and earnings on those amounts. The earnings do not represent above-market or preferential rates. The executives may vote and are entitled to receive dividends on their restricted stock awards in the plan. Deferral elections are made by eligible executives each year for amounts to be earned or granted in the following year. An executive may defer all or a portion of salary, Annual Cash Incentive Compensation or awards under the 2019 Plan. Executives may allocate their account balances among hypothetical investment options available under the deferral program, which vary depending upon the type of compensation being deferred. None of the NEOs had an account balance in our deferred compensation plan during 2025, and no deferrals or contributions were made by or on behalf of any NEO.

  177. Nonqualified Deferred Compensation in 2025

    | 72 2026 Proxy Statement | SIMON PROPERTY GROUP |

  178. 2025 Pay Ratio Disclosure

    2025 Pay Ratio Disclosure As required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act and in accordance with Item 402(u) of Regulation S-K, we are providing the following disclosure about the relationship of the total annual compensation of Mr. David Simon, our CEO during 2025, to the total annual compensation of our median compensated employee within our worldwide workforce. To understand this disclosure, we think it is important to give context to our operations. Our corporate headquarters are in Indianapolis, Indiana. We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations. As of December 31, 2025, we owned or held an interest in 212 income producing properties in 38 states and Puerto Rico. Internationally, as of December 31, 2025, we had ownership interests in 42 properties primarily located in Asia, Europe and Canada. Notwithstanding our international properties, fewer than 5% of our employees are located outside of the United States. We strive to create a global compensation program, which is competitive in terms of both the position and the geographic location in which the employee is located. Accordingly, our pay structures vary amongst employees based on position and geographic location.

  179. 2025 Pay Ratio

    2025 Pay Ratio For 2025, our last completed fiscal year, the Company has made the following calculations in accordance with the rules of the SEC:

  180. 2025 Pay Ratio

    | ● | The total annual compensation of our median employee, who is a Senior Analyst located at our corporate headquarters in Indianapolis, Indiana, other than our CEO during 2025, was $78,989. |

  181. 2025 Pay Ratio

    | ● | The total annual compensation of our CEO during 2025, as reported in the “Total” column of the 2025 Summary Compensation Table, was $11,663,678. |

  182. 2025 Pay Ratio

    Based on this information, the ratio of the total annual compensation of our CEO to the total annual compensation of our median employee is estimated to be 148 to 1. We believe that this pay ratio reflects a reasonable estimate consistent with SEC rules based on the methodology we described above. Because SEC rules for identifying a median compensated employee allow companies to apply certain exclusions, include estimates, and adopt different methodologies that reflect their employee population and compensation practices, the ratio above may not be comparable to the CEO pay ratio reported by other companies.

  183. 2025 Pay Ratio

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 75 |

  184. Equity Compensation Plan Information

    | 2. | Represents the amount of “compensation actually paid” to Mr. David Simon, as computed in accordance with Item 402(v) of Regulation S- K. This amount does not reflect the total compensation actually realized or received by Mr. David Simon. In accordance with Item 402(v) of Regulation S-K, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  185. Equity Compensation Plan Information

    | (A) The fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the 2021, 2022, 2023, 2024 and 2025 fiscal years. Adjustments for the items shown in the table above for fiscal year 2025 were also made for the 2021, 2022, 2023 and 2024 fiscal years. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are stock units, fair values were estimated using a Monte Carlo simulation model, using assumptions that are consistent with those used at grant. For other performance-based awards, the fair values reflect the probable outcome of the performance vesting conditions as of the last day of the applicable fiscal year. |

  186. Equity Compensation Plan Information

    | 4. | Represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. David Simon), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with Item 402(v) of Regulation S-K, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |

  187. Depiction of Compensation Actually Paid and Company Performance

    Depiction of Compensation Actually Paid and Company Performance The graphs below provide an illustration of the relationship between the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, and (i) real estate FFO per share, (ii) Company TSR and Peer Group TSR, and (iii) GAAP Net Income, in each case, for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025.

  188. Compensation Actually Paid vs Real Estate FFO per share

    Compensation Actually Paid vs Real Estate FFO per share

  189. Compensation Actually Paid vs Real Estate FFO per share

    | SIMON PROPERTY GROUP | 2026 Proxy Statement 79 |

  190. Compensation Actually Paid vs Company Total Shareholder Return and Peer Group Shareholder Return

    Compensation Actually Paid vs Company Total Shareholder Return and Peer Group Shareholder Return TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends were reinvested.

  191. Compensation Actually Paid vs Net Income

    Compensation Actually Paid vs Net Income

  192. Compensation Actually Paid vs Net Income

    | 80 2026 Proxy Statement | SIMON PROPERTY GROUP |