| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SIMON PROPERTY GROUP INC. [ SPG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/20/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock | (1) | 08/20/2026 | W | V | 8,000 | (1) | (1) | Common Stock | 8,000 | (1) | 8,000 | D | |||
| OP Units | (2) | 08/20/2026 | G | 7,679,189 | (2) | (2) | Common Stock | 7,679,189 | (2) | 7,679,189 | I | By LLC(3) | |||
| OP Units | (2) | 08/20/2026 | G | 57,546 | (2) | (2) | Common Stock | 57,546 | (2) | 57,546 | I | By LLC(4) | |||
| Explanation of Responses: |
| 1. As provided in the Issuer's Articles of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into shares of Common Stock on a one-for-one basis. |
| 2. Represents units of partnership interest ("OP Units") of Simon Property Group, L.P. (the "Operating Partnership"). OP Units held by limited partners of the Operating Partnership are exchangeable for shares of Common Stock on a one-to-one basis or cash, as determined by the Issuer and have no expiration date. |
| 3. Represents OP Units owned directly and indirectly by DES Descendants Trust, LLC ("Descendants LLC"), a manager-managed limited liability company. The voting and investment decisions regarding such OP Units are made by the Reporting Person, and in such capacity, the Reporting Person may be deemed to beneficially own such OP Units. Descendants LLC is owned by a trust for the benefit of certain individuals, including the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 4. Represents OP Units owned by SFCT LLC, a manager-managed limited liability company. The voting and investment decisions regarding such OP Units are made by the Reporting Person, and in such capacity, the Reporting Person may be deemed to beneficially own such OP Units. SFCT LLC is owned by certain trusts, including a trust for the benefit of the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| /s/ Eli Simon by his attorney-in-fact, Steven E. Fivel | 08/24/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||