excluded TRG’s operations from the scope of our annual assessment of the effectiveness of internal control over financial reporting for the period from October 31, 2025 through December 31, 2025 in accordance with the Securities and Exchange Commission guidance. Such guidance permits management to omit an assessment of an acquired business' internal control over financial reporting from management's assessment of internal control over financial reporting for a period not to exceed one year. TRG consolidated total asset and total revenues represent approximately 26% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025. Attestation Report of the Registered Public Accounting Firm The audit report of Ernst & Young LLP on their assessment of the Operating Partnership’s internal control over financial reporting as of December 31, 2025 is set forth within Item 8 of this Form 10-K. Changes in Internal Control Over Financial Reporting There have not been any changes in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting, except as noted above related to TRG. Item 9B. Other Information During the fourth quarter of the year covered by this Annual Report on Form 10-K, the Audit Committee of Simon’s Board of Directors approved certain audit, audit-related and non-audit tax compliance and tax consulting services to be provided by Ernst & Young LLP, our independent registered public accounting firm. This disclosure is made pursuant to Section 10A(i)(2) of the Exchange Act as added by Section 202 of the Sarbanes-Oxley Act of 2002. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable.
Part III
Item 10. Directors, Executive Officers and Corporate Governance The Company has adopted an insider trading policy, a copy of which may be found as Exhibit 19.1 hereto, governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as NYSE listing standards. The insider trading policy prohibits the trading of the Company’s securities on the basis of material, non-public information and establishes regular blackout periods wherein certain designated employees are prohibited from trading in the Company’s securities. The insider trading policy also prohibits employees and directors from hedging the ownership of Company securities. In addition, the Company does not permit its executive officers and directors to pledge shares. The other information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2026 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A and the information included under the caption "Information about our Executive Officers" in Part I hereof. Item 11. Executive Compensation The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2026 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2026 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A. Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2026 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.
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