SIMON PROPERTY GROUP INC /DE/ — Director's Dealing 2025

Mar 5, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SIMON PROPERTY GROUP INC /DE/ (SPG)
CIK: 0001063761
Period of Report: 2025-03-03

Reporting Person: Frey Donald G (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-03	LTIP Units	$	A	2076	Acquired		Common Stock (2076)	Direct
2025-03-03	Restricted Stock Units	$	A	666	Acquired		Common Stock (666)	Direct

Footnotes

F1: Represents long-term incentive performance ("LTIP") units of Simon Property Group, L.P. (the "Operating Partnership"), of which Simon Property Group, Inc. (the "Company") is the general partner, issued as long-term incentive compensation pursuant to the Operating Partnership's 2019 Stock Incentive Plan (the "Plan"), in compliance with Rule 16b-3. When earned and vested, each LTIP unit may be converted into a unit of limited partnership interest ("Partnership Unit"). Each Partnership Unit may be exchanged for a share of the Company's common stock, or cash, as selected by the Company.

F2: On March 11, 2022, the Reporting Person was awarded a maximum of 2,884 LTIP units, subject to certain performance conditions. On March 3, 2025, the Compensation and Human Capital Committee (the "Compensation Committee") of the Board of Directors of the Company determined that the extent to which the performance measures had been achieved during the performance period resulted in 71.9%, or 2,076 of the LTIP units becoming earned LTIP units. The earned LTIP units vest on January 1, 2026, subject to a continued service requirement, or may vest earlier due to the Reporting Person's death or disability, a change of control of the Company, the retirement of the Reporting Person, subject to the approval of the Company's Compensation Committee, or as may otherwise be determined by the Company's Compensation Committee in accordance with the terms of the grant agreement and the Plan.

F3: Each Restricted Stock Unit ("RSU") represents the contingent right to receive, at settlement, one share of common stock of the Company.

F4: The RSUs are being issued pursuant to the Plan, in compliance with Rule 16b-3. The RSUs will vest on March 3, 2028, subject to a continued service requirement, or may vest and settle earlier due the Reporting Person's death or disability, a change of control of the Company, the retirement of the Reporting Person, subject to the approval of the Company's Compensation Committee, or as may otherwise be determined by the Company's Compensation Committee in accordance with the terms of the grant agreement and the Plan. Vested RSUs will be settled in shares of the Company's common stock as soon as practicable after the vesting date.