SPG-J Simon Property Group Inc

Item 8.01. Other Events

On November 23, 2019, Simon Property Group, Inc. (the “Company”) issued and sold 22,137,500 shares (the “Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), which included an upsized base offering of 19,250,000 shares of Common Stock and an additional 2,887,500 shares of Common Stock issued in connection with the underwriters’ exercise of an overallotment option, in a registered public offering under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to its effective shelf registration statement on Form S-3 (File No. 333-223199). The Shares were sold pursuant to an Underwriting Agreement dated November 18, 2020 (the “Underwriting Agreement”) among the Company, Simon Property Group, L.P. and BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named in Schedule 1 thereto (the “Underwriters”). Under the terms of the Underwriting Agreement, the Company initially sold 19,250,000 shares of Common Stock to the Underwriters and granted the Underwriters a 30-day option to purchase up to 2,887,500 additional shares of Common Stock on the same terms. The Underwriters exercised their option to purchase the additional shares on November 19, 2020. The Company expects to receive net proceeds from the offering of approximately $1.56 billion after deducting fees and its estimated expenses.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The summary set forth above is qualified in its entirety by reference to such exhibit.

In connection with the filing of the prospectus supplement, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Latham & Watkins LLP, regarding certain Delaware law issues concerning the shares of Common Stock sold in the offering.

On November 23, 2020, the Company issued a press release announcing the closing of the Common Stock offering. The full text of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.