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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Simon Property Group, Inc.

(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Track Record of Outperformance

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Notice of 2026 Annual Meeting of Shareholders

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INTENTIONALLY LEFT BLANK

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Proxy Summary

This Proxy Statement and accompanying proxy card are being made available to shareholders on or about April 1, 2026, in connection with the solicitation by the Board of Directors (the “Board”) of Simon Property Group, Inc. (“Simon Property Group”, “Simon”, “SPG”, “we”, “us”, “our” or the “Company”) of proxies to be voted at the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) to be held virtually via live audio webcast accessible at www.virtualshareholdermeeting.com/SPG2026 on May 13, 2026, at 8:30 a.m. Eastern Daylight Time. As required by rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), the Company is making this Proxy Statement and its 2025 Annual Report to Shareholders (which includes our Form 10-K for the fiscal year ended December 31, 2025) (the “Annual Report”) available to shareholders electronically via the Internet. In addition, SPG is using the SEC’s “Notice and Access” rules to provide shareholders with more options for receipt of these materials. Accordingly, on April 1, 2026, the Company will begin mailing the Notice of Internet Availability of Proxy Materials (the “Notice”) to shareholders which will contain instructions on how to access this Proxy Statement and the Annual Report via the Internet, how to vote online, by QR code, or by telephone, and how to receive paper copies of the documents and a proxy card.

This proxy summary highlights information which may be contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

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Proposals Submitted for Your Vote at the 2026 Annual Meeting

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Proxy Summary

2025 Financial and Business Highlights

This summary provides highlights of select Company financial and performance information. For more complete information regarding the Company’s 2025 performance, you should review the Company’s Annual Report on Form 10- K for the year ended December 31, 2025, filed with the SEC on February 25, 2026, and Current Report on Form 8-K furnished to the SEC on February 2, 2026.

Simon Property Group had a very successful and productive year in 2025. Net Income attributable to common shareholders was $4.624 billion or $14.17 per diluted share, as compared to $2.368 billion or $7.26 per diluted share in 2024. Consolidated Net Income was $5.364 billion. Net income for 2025 includes a non-cash gain of $2.89 billion primarily related to our acquisition of the remaining interest in Taubman Realty Group, resulting from the remeasurement of our previously held equity interest to fair value.

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2025 Financial and Business Highlights

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Board Shareholder Engagement

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Shareholder Engagements Between 2025 and 2026 Annual Meetings

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Comprehensive Engagement Program

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Corporate Governance Highlights

Simon’s Board is committed to good corporate governance that promotes the long-term interests of shareholders, including oversight of management’s identification, assessment and mitigation of enterprise risks to which the Company is susceptible.

We believe that our Board membership is both balanced and broad in experience, qualifications, skills, professional background, perspectives, and expertise and that the range of tenures of our directors creates a synergy between institutional knowledge and new perspectives.

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Board Refreshment and Composition

Independent Director Nominee Tenure

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Corporate Governance

Board Leadership

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Non-Executive Chairman Duties and Responsibilities

Under our Governance Principles, the Non-Executive Chairman is empowered to:

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Corporate Governance

Meetings and Committees of the Board

Meetings and Attendance

Our business, property and affairs are managed under the direction of our Board. Members of our Board are kept informed of our business:

During 2025, the Board met six times, including four in-person meetings and two video conference meetings. Our independent directors meet privately in executive session on a regular basis without our then-Chairman and CEO or other members of management present. Such executive sessions were held in connection with each of the four in-person Board meetings in 2025. Effective March 23, 2026, with the election of Larry C. Glasscock as Non-Executive Chairman, the position of Lead Independent Director has been discontinued because the Chairman is no longer a member of Company management, in accordance with Section B.8 of the Governance Principles. Prior to March 23, 2026, the Lead Independent Director presided over all executive sessions and was appointed by the independent members of the Board. The Non-Executive Chairman now presides over all Board meetings, including executive sessions of the independent directors.

All of our directors participated in at least 75% of the aggregate number of meetings of the Board and the committees on which they served in 2025. Individual Board and, for applicable committee members, committee, meeting attendance during 2025 is set forth below.

2025 Committee Meeting Attendance¹

Directors are also expected to use reasonable efforts to attend the Annual Meeting of Shareholders. Twelve of our directors then on the Board attended our 2025 Annual Meeting.

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The Board Believes that its Members Should:

In addition, the Board has determined that the Board, as a whole, should strive to have the right mix of experience, characteristics, talent and skills necessary to effectively perform its oversight responsibilities. Four of the independent director nominees are female and seven are male. The Board believes that the professional skills and experiences set forth in the matrix below are important, and when carrying out its board refreshment strategy looks for independent director candidates who have skills and experience that complement those of the existing directors.

Director Characteristics, Skills and Experience Matrix

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Corporate Governance

Policies on Corporate Governance

The Board has adopted thoughtful, practical governance practices and implemented measures designed to enhance the quality of its composition, strengthen independent oversight, and increase its effectiveness. These measures align our corporate governance structure with achieving our strategic objectives, and facilitate our Board’s independent oversight of our culture of compliance and rigorous risk management. Good corporate governance is important to ensure that the Company is managed for the long-term benefit of its shareholders and to enhance the creation of long-term shareholder value.

Each year, the G&N Committee reviews our Governance Principles, which are available at governanceprinciples.simon.com, and recommends to the Board any suggested modifications.

Also, the Audit Committee obtains reports from management and the leader of the Company’s Audit Services function confirming that the Company and its subsidiaries are operating in conformity with the Company’s Code of Business Conduct and Ethics, which can be found at codeofconduct.simon.com, and advises the Board with respect to the Company’s policies and procedures regarding compliance with the Company’s Code of Business Conduct and Ethics.

Each of the Board’s standing committees reviews its written charter on an annual basis to consider whether any changes are required. These charters are located on our website at committeecomposition.simon.com and are also available by visiting investors.simon.com, navigating to the “Governance” section, and clicking on “Governance Principles,” “Code of Business Conduct & Ethics,” or “Committee Composition”, respectively. Shareholders may also request a printed copy, without charge, by making a written request to our Secretary at 225 W. Washington Street, Indianapolis, Indiana 46204.

We will also either disclose on Form 8-K and/or post on our Internet website any substantive amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics that applies to any of our directors or executive officers.

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In recommending candidates to the Board for election as directors, the G&N Committee will consider the foregoing minimum qualifications as well as each candidate’s credentials, keeping in mind our desire, as stated in our Governance Principles, to have a Board representing varied experiences and backgrounds, as well as expertise in or knowledge of specific areas that are relevant to our business activities, including those set forth in our Director Characteristics, Skills and Experience Matrix on page 9.

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Corporate Governance

Board Refreshment, Orientation and Education

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Management Succession Planning

Our succession planning process is described below, and was recently put into action on March 23, 2026, when Mr. Eli Simon was appointed CEO and President following the passing of Mr. David Simon on March 22, 2026. As a result of our thoughtful and deliberate dual-prong approach to succession planning, described below, the Board was prepared to effectuate a swift and seamless transition.

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Director Independence

The Board has adopted standards to assist it in making determinations of director independence. These standards incorporate, and are consistent with, the definition of “independent” contained in the NYSE Listed Company Manual and other applicable laws, rules and regulations in effect from time to time regarding director independence. These standards are included in our Governance Principles, which are available at governanceprinciples.simon.com. The Board has affirmatively determined that each person nominated by the Board for election as a director by the holders of voting shares of the Company’s common stock and listed in this Proxy Statement meets these standards and is independent.

Eleven (11) of our director nominees are independent under the requirements of the NYSE. All of the members of the Audit Committee, G&N Committee and Compensation Committee are independent directors under the listing requirements and rules of the NYSE and other applicable laws, rules, and regulations. Mr. Allan Hubbard, who retired from the Board effective May 14, 2025, and served on the Compensation Committee and G&N Committee, was also independent under the listing requirements and rules of the NYSE and other applicable laws, rules and regulations.

Mr. Eli Simon (who was appointed CEO and President effective March 23, 2026) and Mr. Richard S. Sokolov, our current Class B directors, are not independent directors. Mr. David Simon, who served as a Class B director until his passing on March 22, 2026, and Mr. Herbert Simon, who served as a Class B director until February 4, 2025, also were not independent directors.

The Board’s Role in Oversight of Risk Management

Board of Directors Responsibilities

Audit Committee Responsibilities

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Compensation and Human Capital Committee Responsibilities

Governance and Nominating Committee Responsibilities

Management Responsibilities

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Transactions with the Simons

Shopping Center Management and MSA Operations

Since 1993 we have managed two shopping centers owned by entities in which members of the Simon family have ownership interests, for which we received a fee of $4,695,147 in 2025 pursuant to management agreements that provide for our receipt of a management fee and reimbursement of our direct and indirect costs.

We provide office space and support services to Melvin Simon & Associates, Inc. (“MSA”), a related party, for which we received a fee of $850,000 in 2025. During 2025, MSA was owned 30.94% by trusts for the benefit of Mr. Herbert Simon (who retired from our Board effective February 4, 2025), 3.04% by a trust for the benefit of Mr. David Simon (who passed away on March 22, 2026), and by certain other shareholders. Please see footnote 4 to the “Principal Shareholders” table on page 41 of this Proxy Statement for additional information on MSA.

As Mr. Eli Simon is the son of the late Mr. David Simon, each of the transactions described above involving Mr. David Simon may be considered a related party transaction with respect to Mr. Eli Simon.

Aircraft Reimbursement and Payments

DS Aviation, LLC (“DS Aviation”), an entity which was beneficially owned by Mr. David Simon, owns an aircraft (the “DS Aircraft”) which was used in 2025, in part, by the Company, for business purposes, pursuant to a lease agreement. The total amount paid in 2025 to DS Aviation was $3,464,710 under the lease.

In addition, Simon Hangar, LLC (“Hangar”), an entity which is beneficially owned by Mr. Herbert Simon, received $56,000 relating to the Company’s business use of the DS Aircraft, pursuant to a management services agreement. The foregoing amounts charged to or reimbursed by the Company are less than the total actual cost per hour of operating the aircraft and are substantially less than the cost of chartering equivalent aircraft from unrelated third parties, based on a 2025 review and study of third-party market providers of such services and a review of actual costs incurred.

HS Arrow, LLC (“HS Arrow”), an entity beneficially owned by Mr. Herbert Simon, owns an aircraft (the “HS Aircraft”) which was used, in part, for Company related business in 2025. The Company’s use of the HS Aircraft is the subject of a reimbursement agreement pursuant to which the Company agreed to reimburse Mr. Herbert Simon, on behalf of HS Arrow, the fixed annual amount of $250,000 for use of the HS Aircraft. This agreement terminated effective February 4, 2025. The prorated amount paid to Mr. Herbert Simon for use of the HS Aircraft in 2025 was $23,973, and all future reimbursements and payments have ceased. Such reimbursement includes all costs, fees, charges and expenses incurred by HS Arrow with respect to the Company use of the aircraft by Mr. Herbert Simon.

These agreements were unanimously approved by the independent members of the Board of Directors upon the recommendation of the Company’s General Counsel and the Audit Committee of the Board of Directors.

As Mr. Eli Simon is the son of the late Mr. David Simon, each of the transactions described above involving Mr. David Simon may be considered a related party transaction with respect to Mr. Eli Simon.

Terms of Employment of Mr. Sam Simon

Mr. Sam Simon is a Senior Vice President, Corporate Investments, and is the son of the late Mr. David Simon and the brother of Mr. Eli Simon. In 2025, the Company paid Mr. Sam Simon a base salary of $257,500 and a bonus of $75,000. In March 2025, Mr. Sam Simon was awarded a maximum opportunity of $200,000 under the 2025 Corporate Incentive Compensation Plan (“ICP”). The foregoing employment and compensation arrangements for Mr. Sam Simon have been reviewed and approved by the independent directors of the Board.

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Corporate Governance

Committee Function and Membership

Audit Committee

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Compensation and Human Capital Committee

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Governance and Nominating Committee

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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.

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:

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.

Director Stock Ownership Guidelines

We have a stringent stock retention policy that further aligns our directors’ financial interests with those of our shareholders. The Company believes that it is advisable for its independent directors to retain a fixed dollar amount of Company common stock as opposed to a fixed number of common shares. The stock ownership guidelines for each of the Company’s independent directors require that each independent director own $850,000 worth of common stock of the Company (or the equivalent amount of limited partnership units of the Operating Partnership) by no later than six years after the date he or she is elected to the Board. Stock options and unvested shares of restricted stock do not count toward this requirement. The ownership guidelines also require independent directors to hold shares acquired upon the vesting of restricted stock awards received as compensation for their service on the Board and its committees, together with all dividends paid on such awards which are required to be utilized to purchase additional shares of the Company’s common stock, in the director account of the Company’s deferred compensation plan until the director retires, dies or becomes disabled, or otherwise no longer serves as a director. The Company’s deferred

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compensation plan is described in “Other Elements of Compensation & Policies” on page 64 in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Any director who is prohibited by law or by applicable regulation of his or her employer from having an ownership interest in our securities will be exempt from this requirement until the restriction is lifted, at which time he or she will have the following six-year period to comply with the ownership guidelines. The Board may grant exceptions on a case-by-case basis.

As of March 16, 2026, all independent directors of the Board have met or, within the applicable period, are expected to meet, these stock ownership guidelines.

Additionally, directors are subject to limitations on trading our securities, including prohibitions on hedging our securities, under our Insider Trading Policy.

2025 Independent Director Compensation

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

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.

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Proposal 1: Election of Directors

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.”

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Proposal 1: Election of Directors

Overview of Director Nominees