SIMON PROPERTY GROUP INC. 8-K

What Happened

• Simon Property Group, Inc. (SPG) announced on February 5, 2026, that its Board of Directors appointed Martin J. Cicco to the Board effective the same date. The Board increased its size from 13 to 14 members, and Mr. Cicco will serve for the remainder of the term expiring at the Company’s 2026 annual meeting of stockholders.
• The appointment was made upon recommendation of the Governance and Nominating Committee. The Committee and the Board have determined Mr. Cicco is independent under New York Stock Exchange rules. There are no arrangements or understandings related to his appointment, and he has no reportable material interests under Item 404(a) of Regulation S-K. Mr. Cicco will receive the Company’s standard non-employee director compensation (as described in SPG’s April 1, 2025 proxy) and is expected to enter the Company’s standard director indemnity agreement.

Key Details

• Appointment date: February 5, 2026; board size increased from 13 to 14.
• Term: will serve through the 2026 annual meeting of stockholders.
• Independence: Board and Governance Committee determined Mr. Cicco is NYSE-independent.
• Compensation/agreements: Eligible for non-employee director pay per SPG’s April 1, 2025 proxy; expected to sign standard director indemnity agreement.

Why It Matters

• Board composition and governance: Adding an independent director changes board makeup and could affect oversight and committee capacity once committee assignments are made. Investors should note the company’s explicit independence determination and absence of related-party arrangements.
• Financial impact: This is a governance update with no immediate material financial effect disclosed. Compensation and indemnity follow existing standard arrangements disclosed in prior filings.