SITE Centers Corp. Income Taxes Disclosure
The Company elected to be treated as a REIT under the Code, commencing with its taxable year ended December 31, 1993. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that the Company distribute at least 90% of its taxable income (excluding net capital gains) to its shareholders. It is management’s current intention to adhere to these requirements and maintain the Company’s REIT status, though the Company may elect to surrender its
REIT status in connection with its disposition strategy in the event the Company determines that the anticipated benefits to the Company and its shareholders of maintaining REIT qualifications do not exceed the related compliance costs or if the nature of the Company’s remaining operations makes compliance with REIT requirements impracticable. As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income it distributes to its shareholders. As the Company distributed sufficient taxable income for each of the three years ended December 31, 2025, 2024 and 2023, no U.S. federal income or excise taxes were incurred.
If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain foreign, state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income. In addition, the Company has historically utilized a TRS that is subject to federal, state and local income taxes on any taxable income generated from its operational activity.
In order to maintain its REIT status, the Company must meet certain income tests to ensure that its gross income consists of passive income and not income from the active conduct of a trade or business. The Company historically utilized a TRS to the extent certain fee and other miscellaneous non-real estate-related income could not be earned by the REIT. In January 2025, the Company eliminated its TRS. The Company may implement a new TRS in future years to the extent needed to facilitate compliance with REIT requirements.
For the years ended December 31, 2025, 2024 and 2023, the Company made net state and local tax payments of $0.1 million, $1.0 million and $1.8 million, respectively.
The following represents the activity of the Company’s TRS prior to its elimination (in thousands):
|
|
For the Year Ended December 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Book income (loss) before income taxes |
|
$ |
19,644 |
|
|
$ |
6,450 |
|
Current |
|
$ |
— |
|
|
$ |
— |
|
Deferred |
|
|
— |
|
|
|
— |
|
Total income tax expense |
|
$ |
— |
|
|
$ |
— |
|
The differences between total income tax expense and the amount computed by applying the statutory income tax rate to income before taxes with respect to its TRS activity prior to its elimination were as follows (in thousands):
|
|
For the Year Ended December 31, |
|
|||||
TRS |
|
2024 |
|
|
2023 |
|
||
Statutory Rate |
|
|
21 |
% |
|
|
21 |
% |
Statutory rate applied to pre-tax income (loss) |
|
$ |
4,125 |
|
|
$ |
1,355 |
|
Deferred tax impact of contributions of assets |
|
|
— |
|
|
|
— |
|
Deferred tax impact of tax rate change |
|
|
80 |
|
|
|
339 |
|
Valuation allowance (decrease) increase based on impact |
|
|
(80 |
) |
|
|
(339 |
) |
Valuation allowance (decrease) increase – other deferred |
|
|
(5,416 |
) |
|
|
(1,337 |
) |
Expiration of capital loss carryforward |
|
|
— |
|
|
|
— |
|
Other |
|
|
1,291 |
|
|
$ |
(18 |
) |
Total expense |
|
$ |
— |
|
|
$ |
— |
|
Effective tax rate |
|
|
0.00 |
% |
|
|
0.00 |
% |
Deferred tax assets and liabilities of the Company’s TRS were as follows (in thousands):
|
For the Year Ended December 31, |
|
|||||
|
2025 |
|
|
2024 |
|
||
Deferred tax assets(A) |
$ |
— |
|
|
$ |
29,801 |
|
Deferred tax liabilities |
|
— |
|
|
— |
|
|
Valuation allowance |
|
— |
|
|
|
(29,801 |
) |
Net deferred tax asset |
$ |
— |
|
|
$ |
— |
|
Reconciliation of GAAP net income attributable to SITE Centers to taxable income is as follows (in thousands):
|
For the Year Ended December 31, |
|
|||||||||
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
GAAP net income attributable to SITE Centers |
$ |
177,861 |
|
|
$ |
531,824 |
|
|
$ |
265,703 |
|
Book/tax differences |
|
(379 |
) |
|
|
175,622 |
|
|
|
(57,471 |
) |
Taxable income before adjustments |
|
177,482 |
|
|
|
707,446 |
|
|
|
208,232 |
|
Less: Net operating loss carryforward |
|
— |
|
|
|
— |
|
|
|
(54,466 |
) |
Less: Capital gains |
|
— |
|
|
|
— |
|
|
|
— |
|
Taxable income subject to the 90% dividend requirement |
$ |
177,482 |
|
|
$ |
707,446 |
|
|
$ |
153,766 |
|
Cash dividends declared applicable to tax years ended December 31, 2025, 2024 and 2023 were in excess of taxable income. The Company satisfied it REIT distribution requirement by distributing $6.75, $46.14 and $2.72 per share of cash and common stock for the years ended December 31, 2025, 2024 and 2023, respectively, and $1.38 and $1.59 per depository share of preferred stock for the years ended December 31, 2024, and 2023, respectively. The common stock distributions for the year ended December 31, 2025 were comprised of special cash distributions of $6.75 per share of common stock. The common stock distributions for the year ended December 31, 2024 were comprised of regular cash distributions of $0.52 per share of common stock for three quarters and the Curbline spin-off stock distribution of $44.58 per share of common stock. The common stock distributions for the year ended December 31, 2023 were comprised of regular quarterly cash distributions of $0.52 per share of common stock and a special cash distribution of $0.64 per share of common stock. The taxability of such distribution for the three years ended December 31, 2025 is as follows:
|
|
For the Year Ended December 31, |
|
|||||||||
Common Shares |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Distributions paid per share |
|
$ |
6.75 |
|
|
$ |
46.14 |
|
|
$ |
2.72 |
|
Ordinary income |
|
—% |
|
|
—% |
|
|
29% |
|
|||
Return of capital |
|
|
50 |
% |
|
71% |
|
|
—% |
|
||
Capital gains |
|
|
50 |
% |
|
29% |
|
|
71% |
|
||
|
|
|
|
|
|
|
|
|
|
|||
Preferred Shares |
|
|
|
|
2024 |
|
|
2023 |
|
|||
Distributions paid per share |
|
|
|
|
$ |
1.38 |
|
|
$ |
1.59 |
|
|
Ordinary income |
|
|
|
|
—% |
|
|
29% |
|
|||
Return of capital |
|
|
|
|
—% |
|
|
—% |
|
|||
Capital gains |
|
|
|
|
100% |
|
|
71% |
|
|||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 26, 2018 | |
| 2016 | Feb 21, 2017 | |
| 2015 | Feb 24, 2016 | |
About Income Taxes Disclosures
The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.
Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.