SITE Centers (SITC) Delisting: $3 Payout, Dec 4 NYSE Exit
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Quick Answer
SITE Centers Corp. (NYSE: SITC, SEC CIK 894315) told the NYSE on October 15, 2026 that it will voluntarily de-list its common shares, and expects the delisting to take effect before trading opens on December 4, 2026. Its 8-K (filed October 16, Item 3.01) says it will file the Form 25 on November 23, 2026. The board's authority to do this “became effective upon the sale of the Company’s interests in the Dividend Trust Portfolio joint venture.” News coverage of the same day’s release reports a $3.00-a-share special distribution, record date October 27 and payment date November 5, 2026, about $157.4 million on 52,475,339 shares (our arithmetic). The company says it has not arranged another listing or an over-the-counter quotation. The 8-K does not say whether SITE will stop filing with the SEC. As of October 19, 2026 the latest periodic report is the 10-Q for June 30, 2026, and the 10-Q for September 30 is due about November 9, 2026.
Key Takeaways
- This is a wind-down, not a distress delisting. The June 30, 2026 10-Q reports $238.9 million of unrestricted cash and no consolidated debt, and says the company “expects to voluntarily de-list its common shares from the NYSE as future distributions cause its stock price to approach levels that would trigger involuntary de-listing.” The October 15 press release says the same about the $3.00 payout.
- Delisting is not deregistration. Under SEC Rule 12d2-2 the Form 25 ends the NYSE listing 10 days after filing and the Exchange Act section 12(b) registration 90 days after filing (our arithmetic: about December 3, 2026 and February 21, 2027). The rule’s own note says it does not affect “reporting obligations under section 15(d)” or the duty to be registered under section 12(g).
- The company has 2,974 record holders (10-K, as of February 20, 2026). The Form 15 route to stop reporting needs fewer than 300 holders of record (Rule 12g-4). The 10-Q lists the cost of reporting “until such time as the Company qualifies for relief therefrom.” No filing we read says when or how that relief will come, so a holder should plan on the filings continuing until the company says otherwise.
- No regular dividend is coming. The 10-Q says: “The Company does not currently expect to make regular quarterly dividend payments in the future.” Cash since the October 2023 spin-off announcement has come as special dividends: $7.39 a share through 2025, $1.00 on July 31, 2026 and the $3.00 now declared, which is $11.39 in all (our arithmetic), on top of the two Curbline shares each holder received on October 1, 2024.
- The December 4, 2025 press release laid out the end state: “following the monetization of its remaining assets, the Company expects to file a certificate of dissolution, which would commence a five-year statutory wind-up period.” That is not a plan of liquidation adopted by shareholders; the 10-K only says the company “may” adopt one.
- The $3.00 terms (amount, record and payment dates, due bills) come from news coverage of the company’s October 15 release. We could not retrieve the company’s own distribution release or find an 8-K for it. We also found no Item 2.01 8-K for the joint venture sale on EDGAR as of October 19, 2026. Check both before you rely on those details.
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SITE Centers (SITC) 2024-2026: delisting dates, special dividends, JV buy-sell, balance sheet, asset sales and SEC delisting rules
72 rows from the Q2 2026 10-Q, the FY2025 10-K, 8-Ks, two company press releases and four SEC rules, with the source on every row.
Which SITE Centers is this?
SITE Centers Corp. is the Beachwood, Ohio shopping center REIT whose ticker is SITC. It is not Curbline Properties (NYSE: CURB), the company created by the spin-off from SITE. On October 1, 2024, “holders of the Company’s common shares received two shares of common stock of Curbline for every one common share of the Company held on the record date of September 23, 2024,” each valued at $22.29, a stock dividend of $44.58 per SITE share (10-K). Curbline is a separate company with its own filings and is not being delisted. The two still do business with each other: a Shared Services Agreement, which the Q2 10-Q expects to end on October 1, 2027, and about $8.5 million of redevelopment work SITE still owes on Curbline properties under the separation agreement.
What the October 15 and 16 filings say
The whole 8-K is one paragraph. Item 3.01 says that on October 15, 2026 the company, “in accordance with authority granted by the Company’s Board of Directors that became effective upon the sale of the Company’s interests in the Dividend Trust Portfolio joint venture,” gave the NYSE written notice “of its intention to voluntarily de-list its common shares.” It intends to file a Form 25 on November 23, 2026 and expects the delisting to be effective “prior to the commencement of trading on December 4, 2026.”
The press release adds one sentence that matters to anyone who wants to keep trading: the company “has not arranged for listing and/or registration of its common shares on another national securities exchange or for quotation of its common shares in a quotation medium (as defined in Rule 15c2-11).” The 8-K says nothing about Form 15, deregistration, a plan of dissolution, the amount of the distribution or over-the-counter trading.
| Date | Event | Source |
|---|---|---|
| Oct 15, 2026 | Written notice to the NYSE; $3.00 special distribution declared (per news reports) | 8-K Item 3.01; Seeking Alpha item of Oct 16, 2026 |
| Oct 16, 2026 | 8-K filed; shares rose in after-hours and premarket trading from a $3.01 close (per TokenPost) | 8-K; TokenPost |
| Oct 27, 2026 | Record date for the $3.00; “due bill” trading period starts | News coverage of the release |
| Nov 5, 2026 | Payment date; last day of the due bill period | News coverage of the release |
| Nov 6, 2026 | Ex-dividend date | TokenPost |
| About Nov 9, 2026 | 10-Q for the quarter ended Sep 30 due (40 days; large accelerated filer; our arithmetic) | Q2 10-Q cover; Exchange Act deadlines |
| Nov 23, 2026 | Form 25 to be filed (company’s stated date) | 8-K Item 3.01 |
| About Dec 3, 2026 | Delisting effective 10 days after filing (our arithmetic); the company says before trading on Dec 4 | 17 CFR 240.12d2-2(d)(1); 8-K |
| About Feb 21, 2027 | Section 12(b) registration withdrawn 90 days after filing (our arithmetic) | 17 CFR 240.12d2-2(d)(2) |
Why the company is leaving: the wind-down since 2023
The December 4, 2025 press release states the plan in plain terms. SITE had “sold $3.7 billion of assets and declared over $380 million of distributions to shareholders via special dividends since the Company’s announcement in October 2023 to spin-off Curbline Properties,” which the release counts as 64 retail properties and one land parcel. On that date it owned 11 wholly-owned properties and interests in 11 joint venture properties. It said the board “expects to declare distributions to shareholders from sale proceeds,” and that selling the remaining portfolio “does not preclude its consideration of a corporate transaction or the sale of the SITE Centers platform in the future.” It also said, ten months before the actual notice: “Prior to reaching price per share or market capitalization levels that would trigger automatic delisting, the Company expects to voluntarily delist its common shares from the NYSE to reduce operating expenses and maximize distributions to shareholders.”
The NYSE triggers are in the 10-Q: an average closing price below $1.00, or an average market capitalization below $15 million, over 30 consecutive trading days, or loss of REIT qualification. At June 30, 2026 the stock closed at $3.97 and market equity was $208.3 million. A $3.00 payout against a $3.01 close on October 15 (TokenPost) is why the company moved first: the 10-Q already said it expected to leave “as future distributions cause its stock price to approach levels that would trigger involuntary de-listing.”
Every payment to shareholders since 2024
| Paid | Per share | What it was | Source |
|---|---|---|---|
| Q1 and Q2 2024 | $0.52 each quarter | Regular quarterly cash dividends before the spin-off | 10-K |
| Oct 1, 2024 | 2 Curbline shares ($44.58 of value) | Spin-off stock dividend, $22.29 per Curbline share | 10-K |
| Jul 15, 2025 | $1.50 | Special cash dividend (declared Jun 17, 2025) | 10-K; Q2 2025 10-Q |
| Aug 29, 2025 | $3.25 | Special cash dividend (declared Aug 1, 2025) | 10-K; Q2 2025 10-Q |
| Nov 14, 2025 | $1.00 | Special cash dividend | 10-K |
| Dec 30, 2025 | $1.00 | Special cash dividend; 2025 total $6.75, $355.7 million | 10-K |
| Q1 2026 | None | “No dividends were declared or paid” | Q1 2026 10-Q |
| Jul 31, 2026 | $1.00 | Special cash dividend, $52.7 million (record date Jul 17, 2026) | Q2 10-Q; Jun 30, 2026 release |
| Nov 5, 2026 | $3.00 | Special distribution declared Oct 15, 2026 (per news reports); about $157.4 million (our arithmetic) | Seeking Alpha; TokenPost |
Adding the special dividends: $0.64 paid January 12, 2024 (declared in 2023, per the 10-K) plus $6.75 in 2025 equals the $7.39 in the December 2025 release (our arithmetic), and $1.00 plus $3.00 more makes $11.39 a share in cash since the spin-off was announced, not counting the Curbline shares. These are one-off payments. The 10-Q says the board decides “the timing, amount and composition of any such future dividends,” so a “dividend yield” for SITC built from any of them is not a recurring income figure.
The joint venture sale that triggered it
The Dividend Trust Portfolio (DTP) is a joint venture in which SITE owned 20% and acted as general partner; the partner, which the 10-Q describes as “certain Chinese institutional investors,” owned the rest. At June 30, 2026 it owned ten shopping centers of about 3.4 million square feet, with $380.6 million of mortgage debt maturing January 11, 2029 ($76.1 million at SITE’s share). The joint venture agreement gave SITE “limited rights,” including a need for the partner’s consent to sell the interest.
On June 29, 2026 SITE delivered a buy-sell notice. The partner had to say by August 31, 2026 whether to buy SITE’s 20% for about $32.4 million or sell its 80% to SITE for about $129.6 million, with closing “no later than October 15, 2026.” News coverage of the October 15 release puts the net proceeds from the sale of SITE’s interests at about $32.4 million, the same as the first option (our reading). The 8-K confirms only that the interests were sold, not the price. We found no 8-K between August 3 and October 16, 2026 and no Item 2.01 8-K for this sale as of October 19.
Other recent sales, from 8-Ks: $126.0 million for three centers and $137.6 million for Nassau Park Pavilion on November 21, 2025; $50.1 million for 3030 North Broadway on March 3, 2026; and $50.0 million for The Pike Outlets on June 30, 2026. At June 30, 2026 the portfolio had 14 shopping centers, ten of them in the DTP (our arithmetic: four wholly-owned), at 81.1% occupancy, with agreements to sell two more for $8.4 million and $15.3 million. The 10-Q names The Blocks in Portland and the Beachwood headquarters as hard to sell.
Delisting and deregistration are two different things
This is the part a holder with real money in the stock should read twice. When a stock stops trading on the NYSE, three separate questions open up: where can I sell, will the company keep filing, and what are my rights as an owner.
| Question | What the rule or filing says | Our reading |
|---|---|---|
| When does the NYSE listing end? | Rule 12d2-2(d)(1): a Form 25 filed by the issuer “will be effective 10 days after Form 25 is filed.” | About Dec 3, 2026 if filed Nov 23 |
| When does section 12(b) registration end? | Rule 12d2-2(d)(2): “effective 90 days, or such shorter period as the Commission may determine, after filing.” | About Feb 21, 2027 |
| Does delisting stop the SEC filings? | Rule 12d2-2(d)(5): the duty to file under section 13(a) “solely because of” 12(b) registration is suspended at the delisting date. But (d)(6) keeps the duty if the class is, or would be, registered under section 12(g). | Not automatically |
| Who must register under 12(g)? | Rule 12g-1: not required if total assets are $10 million or less, or if the class is held by fewer than 2,000 holders of record (and fewer than 500 not accredited). | SITE had 2,974 record holders and $238.9 million of cash |
| How does a company end 12(g) or 15(d) reporting? | Rules 12g-4 and 12h-3: a Form 15 certifying the class is held of record by fewer than 300 persons (or fewer than 500 with assets of $10 million or less for three years). | 2,974 is far above 300 |
| What does the company say? | 10-Q: costs of reporting “until such time as the Company qualifies for relief therefrom.” | It expects to stop at some point, on no stated date |
The preliminary note to Rule 12d2-2 says the Form 25 “relates solely to the withdrawal of a class of securities from listing” and “shall not affect its obligation to be registered under section 12(g) of the Act and/or reporting obligations under section 15(d).” Putting this together with the 10-K’s record holder count, our reading is that the Form 25 on its own does not clearly end SITE’s reporting. That is a reading of the rules, not legal advice, and the company has not said which route it will take. The December 2025 release points to the end state, a certificate of dissolution followed by a “five-year statutory wind-up period”; what reporting looks like during that period is not described in anything we read.
For a patrimony reader the practical point is this. Today a holder gets quarterly 10-Qs, an annual 10-K and 8-Ks for events like asset sales. If those stop, the sources of information become press releases and whatever the company chooses to send. Two things in the 10-Q are worth knowing: delisting would also “eliminate the requirement that the Company’s Board of Directors be composed of a majority of independent directors,” and “shareholders may have difficulty trading their common shares on the secondary market.” The 10-K adds that no assurance can be given about shareholders’ ability to sell, “particularly after the Company’s common shares cease to be listed on the NYSE.”
What trading looks like around the dates
Because the $3.00 is more than 25% of the share price, the NYSE has set a due bill period, according to the news reports of the release. The company’s own June 30, 2026 release for the $1.00 dividend explains how that works: shareholders who sell during the period “will be selling their right to the special dividend.” For the $3.00, coverage gives October 27 through the close of November 5, 2026, with the ex-dividend date November 6. If you hold through November 5 you receive the payment; if you sell on or before that date you pass it to the buyer. Your broker settles the due bill, not the company.
After the delisting, the press release says no listing or quotation has been arranged. Some delisted stocks are later quoted over the counter by market makers, but the company has not said that will happen. We found nothing in the filings on this, so treat any over-the-counter ticker as unannounced.
How this differs from other listed shopping center REITs
Nothing here applies to REITs that are still operating. Kimco Realty (KIM) and Regency Centers (REG) are on the NYSE, pay regular dividends and report FFO. SITE reports none of that going forward: it says rental income and net income “will decrease in future periods,” expects no regular dividend, and may “surrender its REIT status” in the wind-down. Another listed REIT that is selling its assets under a formal plan is Aimco (AIV), which has adopted a plan of sale and liquidation; SITE has not.
What a holder or interested reader can do with this
This page is analysis of public documents, not investment, legal or tax advice. What the filings let you check:
- Know which side of the due bill you are on. If you hold on the record date (October 27) and through November 5, the payment is yours. If you want to sell, the date relative to the due bill period decides who gets the $3.00.
- Ask your broker how SITC will be handled after the delisting, including whether you can still sell, and whether your account allows an unlisted or over-the-counter security.
- Read the 10-Q due about November 9. Look for cash after the $3.00, the DTP sale price and date, the record holder count, any mention of Form 15 or dissolution, and whether the company says what reports it will keep filing.
- Watch EDGAR for the Form 25 on or about November 23. It confirms the date. If a Form 15 appears later, reporting duties for that class are suspended on filing, and the company’s numbers stop arriving on a schedule.
- Keep your basis records. The 10-K reports 2025 distributions as special cash dividends and the Curbline shares as a stock dividend; no filing we read gives the tax character of the $3.00. The company’s year-end tax reporting and your broker’s 1099-DIV will; see REIT distributions and return of capital, the 1099-DIV due date and Form 8949 and Schedule D for REIT sales.
- If you hold other listed or non-traded REITs, the difference in what you can see and sell is covered in non-traded vs publicly traded REITs.
For what an adviser costs on a position like this, see what a financial advisor costs for real estate investing.
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All figures are from SEC filings and company documents read on October 19, 2026. SITE Centers Corp. (CIK 894315): Form 8-K of October 16, 2026 (accession 0001193125-26-424065); Form 10-Q for June 30, 2026 (0001193125-26-330598) and for March 31, 2026 (0001193125-26-211986); Form 10-K for 2025 (0001193125-26-076905); Forms 8-K of June 30, 2026 (0001193125-26-292524), March 3, 2026 (0001193125-26-091469), November 21, 2025 (0001193125-25-293669), October 2024 (0001193125-24-231147) and August 2024 (0000950170-24-099069); the company press releases of December 4, 2025, June 30, 2026 and October 15, 2026 (Business Wire); 17 CFR 240.12d2-2, 12g-1, 12g-4 and 12h-3 as published by the Legal Information Institute. The $3.00 distribution terms, the dates of record and payment, the ex-dividend date and the $3.01 close are from news coverage by Seeking Alpha (via TradingView) and TokenPost of October 16, 2026, not from a company document we could retrieve. Sums, dates counted from rules and per-share totals are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.
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