What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-21 compared with 2022-02-15 · 375 added, 372 removed, 940 unchanged (44% of the section changed)

2 unchanged sentences

Based on that evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2022, were effective for the purpose of ensuring that information required to be disclosed by us in this report is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including the Principal Executive Officer and our Principal Financial Officer as appropriate to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control Over Financial Reporting

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

1 unchanged sentence

Based on its evaluation, our management has concluded that we maintained effective internal control over financial reporting as of December 31, 2022.

The rules of the SEC do not require us to have, and this Annual Report on Form 10-K does not include, an attestation report of an independent registered public accounting firm regarding internal control over financial reporting.

Independent Registered Public Accounting Firm’s Report on Internal Control Over Financial Reporting

KPMG LLP, an independent registered public accounting firm, has audited the Company's consolidated financial statements included in this Annual Report on Form 10-K and, as part of its audit, has issued its report, included herein on page F-4, on the effectiveness of our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

The information called for by this Item is contained in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, and is incorporated herein by reference.

The information called for by this Item is incorporated by reference to the information set forth in our definitive Proxy Statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2022 in connection with our 2023 Annual Meeting of Stockholders, and is incorporated herein by reference.

Executive Compensation

The information called for by this Item is contained in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information called for by this Item is contained in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, and is incorporated herein by reference.

Equity Compensation Plan Information

The following table provides information regarding our equity compensation plans as of December 31, 2022.

Equity compensation plans not approved by security holders:

Number of Shares Issuable Upon Vesting of Outstanding RSU Awards (a) Number of Securities Remaining Available for Future Issuance

Under Equity Compensation Plans

(Excluding Securities

Reflected in column I ) (b)

InvenTrust Properties Corp.

Equity compensation plans

not approved by security holders:

Number of Shares Issuable Upon

Vesting of Outstanding RSU Awards (a) Number of Securities Remaining Available for

Future Issuance Under Equity Compensation Plans

(Excluding Securities Reflected in column I ) (b)

Incentive Award Plan (c) 835,478 1,060,241

3 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

The information called for by this Item is contained in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, and is incorporated herein by reference.

Principal Accounting Fees and Services.

The information called for by this Item is contained in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

(a) Documents filed as part of this Annual Report

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Reports of Independent Registered Public Accounting Firm (PCAOB ID:185)

1 Consolidated Financial Statements

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(incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 12, 2021)

Articles of Amendment of InvenTrust Properties Corp.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on April 28, 2022)

Third Amended and Restated Bylaws of the Company, dated as of October 12, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 12, 2021)

4 unchanged sentences

333-172862) filed November 1, 2019)

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed by the Registrant with the SEC on February 15, 2022)

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Amended and Restated Master Management Agreement, dated as of March 12, 2014, by and between Inland American Real Estate Trust, Inc.

39 unchanged sentences

InvenTrust Properties Corp.

Director Compensation Program (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on August 10, 2017)

Director Compensation Program, effective as of May 5, 2022

InvenTrust Properties Corp.

1 unchanged sentence

Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on May 14, 2019)

Form of Performance-Based Restricted Stock Unit Award Agreement (2022) (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on February 25, 2022)

First Amendment to Indemnity Agreement by and among Inland American Real Estate Trust, Inc.

13 unchanged sentences

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on November 9, 2017)

Note Purchase Agreement, dated June 3, 2022, by and among InvenTrust Properties Corp.

and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on June 3, 2022)

Subsidiaries of the Registrant

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^ Management contract or compensatory plan or arrangement.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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February 21, 2023

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

1 unchanged sentence

Busch President, Chief Executive Officer and Director (Principal Executive Officer) February 21, 2023

/s/ Michael Phillips Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) February 15, 2022

/s/ Michael Phillips Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer) February 21, 2023

Michael Phillips

/s/ David Bryson Senior Vice President, Chief Accounting Officer and Controller

(Principal Accounting Officer) February 21, 2023

/s/ Stuart Aitken Director February 21, 2023

3 unchanged sentences

Glavin Director February 21, 2023

/s/ Thomas P.

McGuinness Director February 15, 2022

Nelson Director February 21, 2023

Saban Director February 21, 2023

Shah Director February 21, 2023

/s/ Michael A.

5 unchanged sentences

Consolidated Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Financial Statements:

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generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2023 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

Basis for Opinion

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Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

1 unchanged sentence

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

16 unchanged sentences

• Inquiring of Company officials to evaluate the likelihood that an investment property will be sold before the end of its expected hold period.

• Inspecting meeting minutes of the board of directors and the investment committee to evaluate the likelihood that an investment property will be sold before the end of its expected hold period.

• Inspecting meeting minutes of the board of directors and the management investment committee to evaluate the likelihood that an investment property will be sold before the end of its expected hold period.

• Inquiring and obtaining representations from the Company regarding the status and evaluation of any potential disposal of properties.

4 unchanged sentences

February 21, 2023

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

InvenTrust Properties Corp.:

Opinion on Internal Control Over Financial Reporting

We have audited InvenTrust Properties Corp.

and subsidiaries (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 21, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Chicago, Illinois

February 21, 2023

INVENTRUST PROPERTIES CORP.

Consolidated Balance Sheets

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Distributions in excess of accumulated net income ( 3,879,847 ) ( 3,876,743 )

Accumulated comprehensive loss ( 4,322 ) ( 12,449 )

Accumulated comprehensive income (loss) 26,721 ( 4,322 )

Total stockholders' equity 1,603,909 1,571,552

17 unchanged sentences

Total operating expenses 201,458 209,204 179,650

Other (expense) income

Other income (expense)

Interest expense, net ( 26,777 ) ( 16,261 ) ( 18,749 )

4 unchanged sentences

Other income and expense, net 2,030 606 3,326

Total other (expense) income, net ( 8,135 ) ( 28,357 ) 36,375

Net (loss) income from continuing operations ( 5,360 ) ( 10,174 ) 63,899

Net loss from discontinued operations — — ( 25,500 )

Net (loss) income $ ( 5,360 ) $ ( 10,174 ) $ 38,399

Total other income (expense), net 16,984 ( 8,135 ) ( 28,357 )

Net income (loss) $ 52,233 $ ( 5,360 ) $ ( 10,174 )

Weighted-average common shares outstanding, basic 67,406,233 71,072,933 72,040,623

Weighted-average common shares outstanding, diluted 67,525,935 71,072,933 72,040,623

Net (loss) income per common share, continuing operations, basic and diluted $ ( 0.08 ) $ ( 0.14 ) $ 0.88

Net loss per common share, discontinued operations, basic and diluted $ — $ — $ ( 0.35 )

Net (loss) income per common share, basic and diluted $ ( 0.08 ) $ ( 0.14 ) $ 0.53

Net income (loss) per common share - basic $ 0.77 $ ( 0.08 ) $ ( 0.14 )

Net income (loss) per common share - diluted $ 0.77 $ ( 0.08 ) $ ( 0.14 )

Distributions declared per common share outstanding $ 0.82 $ 0.78 $ 0.76

1 unchanged sentence

Comprehensive income (loss)

Net (loss) income $ ( 5,360 ) $ ( 10,174 ) $ 38,399

Net income (loss) $ 52,233 $ ( 5,360 ) $ ( 10,174 )

Unrealized gain (loss) on derivatives 32,052 3,795 ( 16,199 )

Reclassification for amounts recognized in net (loss) income 4,332 2,693 ( 1,396 )

Reclassification (to) from net income (loss) ( 1,009 ) 4,332 2,693

Comprehensive income (loss) $ 83,276 $ 2,767 $ ( 23,680 )

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Beginning balance, January 1, 2020 72,133,163 $ 72 $ 5,569,356 $ ( 3,750,884 ) $ 1,057 $ 1,819,601

Net income — — — 38,399 — 38,399

Unrealized gain on derivatives — — — — 816 816

Reclassification to interest expense, net — — — — ( 1,396 ) ( 1,396 )

Distributions declared — — — ( 53,473 ) — ( 53,473 )

Stock-based compensation, net 76,650 — 3,324 — — 3,324

Repurchase of common stock under share repurchase plan ( 851,760 ) ( 1 ) ( 20,375 ) — — ( 20,376 )

Ending balance, December 31, 2019 72,133,163 72 5,569,356 ( 3,750,884 ) 1,057 1,819,601

Net loss — — — ( 10,174 ) — ( 10,174 )

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Ending balance, December 31, 2021 67,344,374 67 5,452,550 ( 3,876,743 ) ( 4,322 ) 1,571,552

Net income — — — 52,233 — 52,233

Unrealized gain on derivatives — — — — 32,052 32,052

Reclassification from interest expense, net — — — — ( 405 ) ( 405 )

Reclassification from equity in earnings of unconsolidated entities — — — — ( 604 ) ( 604 )

Distributions declared — — — ( 55,337 ) — ( 55,337 )

Stock-based compensation, net 128,179 — 4,418 — — 4,418

Ending balance, December 31, 2022 67,472,553 $ 67 $ 5,456,968 $ ( 3,879,847 ) $ 26,721 $ 1,603,909

See accompanying notes to the consolidated financial statements.

5 unchanged sentences

Cash flows from operating activities:

Net (loss) income $ ( 5,360 ) $ ( 10,174 ) $ 38,399

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income (loss) $ 52,233 $ ( 5,360 ) $ ( 10,174 )

Adjustments to reconcile to net cash provided by operating activities:

Depreciation and amortization 94,952 87,143 87,755

Amortization of above and below-market leases and lease inducements, net ( 4,318 ) ( 7,060 ) ( 6,148 )

Amortization of debt premiums, discounts, and financing costs, net 1,816 1,826 1,706

Amortization of market-lease intangibles and inducements, net ( 5,589 ) ( 4,318 ) ( 7,060 )

Amortization of debt discounts and financing costs 2,816 1,816 1,826

Straight-line rent adjustment, net ( 2,645 ) ( 3,272 ) ( 2,590 )

Provision for asset impairment — — 9,002

Provision for estimated credit losses 2,271 11,119 1,557

(Reversal of) provision for estimated credit losses ( 1,437 ) 2,271 11,119

Gain on sale of investment properties, net ( 38,249 ) ( 1,522 ) ( 1,752 )

3 unchanged sentences

Stock-based compensation, net 6,541 9,116 4,449

Provision for indemnification claims — — 25,500

Changes in operating assets and liabilities:

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Proceeds from the sale of investment properties, net 77,538 14,807 8,027

Proceeds from the sale of unconsolidated entity — — 30,000

Indemnification payment related to the sale of investment properties — — ( 30,000 )

Distributions from unconsolidated entities 47,355 — —

Lease commissions and other leasing costs ( 4,302 ) ( 4,055 ) ( 1,391 )

Other assets ( 179 ) 3,096 333

Other liabilities ( 1,369 ) ( 2,239 ) 736

Other investing activities, net ( 1,170 ) ( 1,548 ) 857

Net cash used in investing activities ( 144,461 ) ( 64,701 ) ( 49,060 )

5 unchanged sentences

Distributions to stockholders ( 55,302 ) ( 55,561 ) ( 54,214 )

Proceeds from debt 431,000 150,000 118,000

Term loan proceeds — 400,000 —

Term loan repayments — ( 400,000 ) —

Line of credit proceeds 112,000 31,000 150,000

Line of credit repayments ( 143,000 ) — ( 100,000 )

Senior notes proceeds 250,000 — —

Payoffs of debt ( 47,052 ) ( 50,000 ) ( 67,349 )

1 unchanged sentence

Principal payments on mortgage debt ( 842 ) ( 1,306 ) ( 1,441 )

Payment of loan fees and deposits ( 2,387 ) ( 6,065 ) ( 100 )

Other financing activities ( 262 ) ( 390 ) ( 377 )

Net cash provided by (used in) financing activities 111,574 ( 204,171 ) ( 82,073 )

Net decrease in cash, cash equivalents and restricted cash 92,908 ( 178,916 ) ( 36,978 )

Cash, cash equivalents and restricted cash at beginning of year 44,854 223,770 260,748

Cash, cash equivalents and restricted cash at end of year $ 137,762 $ 44,854 $ 223,770

INVENTRUST PROPERTIES CORP.

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2022 2021 2020

Payment of loan fees and deposits ( 6,065 ) ( 100 ) ( 446 )

Payment of finance lease liabilities ( 390 ) ( 377 ) ( 272 )

Net cash used in financing activities ( 204,171 ) ( 82,073 ) ( 68,316 )

Net decrease in cash, cash equivalents and restricted cash ( 178,916 ) ( 36,978 ) ( 4,105 )

Cash, cash equivalents and restricted cash at beginning of year 223,770 260,748 264,853

Cash, cash equivalents and restricted cash at end of year $ 44,854 $ 223,770 $ 260,748

Supplemental disclosure of cash flow information:

1 unchanged sentence

Cash paid for interest, net of capitalized interest $ 18,705 $ 14,570 $ 17,256

Cash paid for income taxes, net of refunds $ 276 $ 833 $ 446

Cash (refunded) paid for income taxes, net of (payments) refunds ( 386 ) 276 833

Distributions payable to stockholders 13,837 13,802 13,642

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other liabilities ( 13,075 ) ( 1,447 ) ( 1,949 )

Assumption of mortgage debt, at fair value ( 79,881 ) — —

Cash outflow for purchase of investment properties, net 235,001 53,078 41,446

Assumption of mortgage principal 80,380 — —

Capitalized acquisition costs ( 1,079 ) ( 59 ) ( 121 )

7 unchanged sentences

other liabilities ( 2,575 ) — ( 374 )

Debt assumed by buyer through disposition of property ( 28,552 ) — —

Gain on sale of investment properties, net 38,249 1,522 1,752

1 unchanged sentence

Proceeds from sale of investment properties, net 77,538 14,807 8,027

Assumption of mortgage principal 28,630 — —

Credits and other changes in cash inflow, net 4,282 174 11,093

16 unchanged sentences

Investment in Unconsolidated Entities ".

The Company determined it has a single reportable segment, multi-tenant retail, for disclosure purposes in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP").

The Company has a single reportable segment, multi-tenant retail, for disclosure purposes in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP").

Unless otherwise noted, all square feet and dollar amounts are stated in thousands, except share, per share and per square foot data.

Number of properties and square feet are unaudited.

Reduction of Authorized Shares

On April 28, 2022, the Company filed an amendment to its charter to decrease the number of authorized shares of common stock from 1,460,000,000 to 146,000,000 , in proportion with the one-for-ten reverse stock split effected on August 5, 2021.

The authorized shares of preferred stock remain at 40,000,000 .

The authorized shares of common stock have been retroactively adjusted within the accompanying consolidated financial statements to give effect to the reduction for all periods presented.

The following table summarizes the Company's retail portfolio as of December 31, 2022 and 2021:

Retail Properties Unconsolidated

Retail Properties at 100%

Wholly-Owned Retail Properties Unconsolidated Retail Properties at 100%

2022 2021 2022 2021

1 unchanged sentence

Gross Leasable Area (square feet) 9,171 8,560 1,125 1,768

New York Sock Exchange Listing and Reverse Stock Split

On October 12, 2021, the Company’s shares of common stock were listed and began trading on the New York Stock Exchange ("NYSE") under the ticker symbol "IVT" (the "NYSE Listing").

On August 5, 2021, the Company effected a 1-for-10 reverse stock split of its common stock.

As a result of the reverse stock split, every ten shares of issued and outstanding common stock were changed into one share of common stock, with any fractional shares being rounded up to the next higher whole share.

Immediately after effecting the reverse stock split, the Company decreased the par value of each issued and outstanding share of common stock from $ 0.01 par value per share to $ 0.001 par value per share.

In addition, equitable adjustments were made to the maximum number of shares of common stock that may be issued pursuant to the "Incentive Award Plan" and the maximum number of shares of common stock that may be issued upon exercise of incentive stock options under the Incentive Award Plan, in each case, to reflect the 1-for-10 reverse stock split.

The number of shares of common stock subject to outstanding awards under the Incentive Award Plan, and certain performance goals applicable to such awards, have also been equitably adjusted to reflect the 1-for-10 reverse stock split.

Unless otherwise noted, the share and per share information of the Company's common stock in these consolidated financial statements have been retroactively adjusted to give effect to the 1-for-10 reverse stock split for all periods presented.

"Dutch Auction" Tender Offer

On October 12, 2021, in conjunction with the NYSE Listing, the Company commenced a modified "Dutch Auction" tender offer (the "Tender Offer") to purchase for cash up to $ 100.0 million of its shares of common stock at a price not greater than $ 28.00 nor less than $ 25.00 per share, net to the seller in cash, less any applicable withholding of taxes and without interest.

The Tender Offer expired on November 8, 2021.

As a result of the Tender Offer, the Company accepted for purchase 4,000,000 shares of its common stock (which represented approximately 5.6 % of the total number of shares of common stock outstanding as of November 8, 2021) at a purchase price of $ 25.00 per share, for a cost of approximately $ 100.0 million, excluding related fees and expenses.

Aggregate fees and expenses of $ 3.3 million were recognized as reductions to common stock and additional paid-in capital.

Basis of Presentation and Summary of Significant Accounting Policies

4 unchanged sentences

Actual results may differ from these estimates.

Reclassifications

The Company has made certain reclassifications to the consolidated balance sheet as of December 31, 2020 to conform to the 2021 presentation, including $ 1,160 reported as restricted cash, now reported as cash, cash equivalents and restricted cash.

Variable Interest Entities

6 unchanged sentences

Revenue Recognition

Adoption of Topic 842

In conjunction with the adoption of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 842, Leases , ("Topic 842") on January 1, 2019, the Company elected the package of practical expedients which permitted the Company to not reassess:

(1) whether any expired or existing contracts are, or contain leases;

(2) the lease classification for any expired or existing leases;

and (3) any initial direct costs for existing leases as of the effective date.

In addition, the Company has elected to not separate lease and non-lease components for all qualifying leases.

In effect, this generally relieves the Company from accounting for certain consideration under ASC 606, Revenue from Contracts with Customers ("Topic 606").

As a result of the election, all income arising from leases is presented on a combined basis as lease income, net.

The majority of revenue recognized from the Company's retail properties is comprised of fixed and variable consideration received from tenants under long-term operating leases with varying terms.

2 unchanged sentences

Such direct payments to third parties are not recorded as revenue and expense by the Company.

In accordance with Accounting Standards Codification ("ASC") 842, Leases , ("Topic 842"), the Company has elected to not separate lease and non-lease components for all qualifying leases.

In effect, this generally relieves the Company from accounting for certain consideration under ASC 606, Revenue from Contracts with Customers ("Topic 606").

As a result of the election, all income arising from leases is presented on a combined basis as lease income, net.

Minimum lease payments are recognized on a straight-line basis over the term of each lease.

14 unchanged sentences

• who constructs or directs the construction of the improvements.

Staff Q&A, Topic 842 and Topic 840:

Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic

In April 2020, the FASB issued a document titled Staff Q&A, Topic 842 and Topic 840:

Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic ("FASB Q&A document").

The FASB Q&A document permits an election whereby an entity is not required to evaluate whether certain relief provided by a lessor in response to the COVID-19 pandemic is a lease modification (the "COVID-19 election").

An entity that makes this election can then either apply the modification guidance to that relief or account for the concession as if it were contemplated as part of the existing contract.

This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee.

The Company has adopted the COVID-19 election, under which lease amendments providing tenants with COVID-19 related rent relief are not treated as lease modifications unless:

• the total payments required by the amended lease are not substantially equal to or less than the total payments required by the original lease;

• the amended lease results in an increase to the lease term.

A deferral affects the timing of cash receipts, but the amount of consideration is substantially the same as that required by the original lease.

Under the Company's COVID-19 election, deferrals are accounted for as if no changes to the lease contract were made.

The Company continues to recognize rental income and increase lease receivables during the deferral period.

Rent abatements or other reductions in total payments are treated as negative variable rent in the period to which the rent relates.

Credit Losses

27 unchanged sentences

If an acquisition qualifies as a business combination, the related transaction costs are expensed.

If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and amortized over the useful life of the acquired assets.

If an acquisition qualifies as an asset acquisition, the related transaction costs are capitalized and amortized over the useful life of the acquired assets.

Generally, our acquisitions of real estate qualify as asset acquisitions.

The Company allocates the purchase price of real estate to land, building, other building improvements, tenant improvements, intangible assets and liabilities (such as the value of above- and below-market leases, in-place leases and origination costs associated with in-place leases).

The values of above- and below-market leases are recorded as intangible assets and intangible liabilities, respectively, and are amortized as either a decrease (in the case of above-market leases) or an increase (in the case of below-market leases) to lease income, net over the remaining term of the associated tenant lease.

The values, if any, associated with in-place leases are recorded as intangible assets and amortized to depreciation and amortization expense over the remaining lease term.

21 unchanged sentences

When all criteria are met, the property is classified as held for sale and carried at the lower of cost or estimated fair value less costs to sell.

Additionally, if the sale represents a strategic shift that has (or will have) a major effect on the Company's results and operations, the income and expenses for the period are classified as discontinued operations on the consolidated statements of operations and comprehensive income (loss) for all periods presented.

Impairment of Long Lived Assets

The Company assesses the carrying values of long-lived tangible and intangible assets whenever events or changes in circumstances indicate that they may not be fully recoverable.

An example of an event or changed circumstance is a reduction in the expected hold period of a property.

When such event or circumstances occur, if it is expected that the carrying value is not recoverable, because the expected undiscounted cash flows do not exceed that carrying value, the Company recognize an impairment loss to the extent that the carrying value exceeds the estimated fair value.

The Company assesses the carrying values of long-lived tangible and intangible assets whenever events or changes in circumstances indicate that they may not be fully recoverable, such as a reduction in the expected hold period of a property.

When such event or circumstances occur, if it is expected that the carrying value is not recoverable because the expected undiscounted cash flows do not exceed that carrying value, the Company recognizes an impairment loss to the extent that the carrying value exceeds the estimated fair value.

The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on the Company's continuous process of analyzing each property's economic condition over time and reviewing and updating assumptions about uncertain inherent factors, including observable inputs such as contractual revenues and unobservable inputs such as forecasted revenues and expenses, estimated net disposition proceeds, and discount rate.

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A range of estimated useful lives of 15 - 30 years is used for buildings and other improvements, and a range of 3 - 20 years is used for furniture, fixtures and equipment.

Finance lease right-of-use ("ROU") asset amortization is computed using the straight-line method over the lease term and included in depreciation and amortization expense.

Tenant improvements are amortized on a straight-line basis over the lesser of the life of the tenant improvement or the lease term.

12 unchanged sentences

Fair Value Measurements

In accordance with FASB ASC 820, Fair Value Measurement and Disclosures ("Topic 820"), the Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer or settle a liability in an orderly transaction between market participants at the measurement date.

In accordance with ASC 820, Fair Value Measurement and Disclosures ("Topic 820"), the Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer or settle a liability in an orderly transaction between market participants at the measurement date.

The Company uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value.

11 unchanged sentences

Fair Value Measurements" .

Derivative Instruments

In the normal course of business, the Company is exposed to the effect of interest rate changes.

The Company's objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense.

To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy.

Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.

The Company has a policy of only entering into contracts with established financial institutions based upon their credit ratings and other factors.

When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Company has not sustained a material loss from those instruments, nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives.

The Company recognizes all derivatives on the consolidated balance sheets at fair value.

Additionally, changes in fair value will affect either equity or earnings depending on whether the derivative instruments qualify as a hedge for accounting purposes and, if so, the nature of the hedging activity.

When the underlying transaction is terminated or completed, all changes in the fair value of the instrument are marked-to-market with changes in value included in earnings each period until the instrument matures.

Any derivative instrument used for risk management that does not meet the criteria for hedge accounting is marked-to-market each period in earnings.

The Company does not use derivatives for trading or speculative purposes.

The Company has elected and operates in a manner to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code") for federal income tax purposes commencing with the tax year ended December 31, 2005.

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Income tax expense or benefit is recognized as a part of other income and expense, net.

During the year ended December 31, 2021, the Company did not have any operations within TRSs.

During the year ended December 31, 2020, the Company either revoked the TRS elections or dissolved the legal entities for any of its consolidated subsidiaries that were TRSs.

Income tax expense for the year ended December 31, 2021 generally pertains to Texas margin tax.

Income tax expense for the years ended December 31, 2020 and 2019 is generally comprised of federal and state taxes paid by consolidated TRSs and certain state taxes paid by the Company.

During the years ended December 31, 2022 and 2021, the Company did not have any operations within TRSs.

Income tax expense for the years ended December 31, 2022 and 2021 generally pertains to Texas margin tax.

Income tax expense for the year ended December 31, 2020 is generally comprised of federal and state taxes paid by consolidated TRSs and certain state taxes paid by the Company.

Under the federal legislation enacted on March 27, 2020, known as the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), certain limitations on the deductibility of net operating losses ("NOLs") enacted under prior federal tax legislation have been temporarily rolled back.

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and various state tax jurisdictions.

Derivative Instruments

In the normal course of business, the Company is exposed to the effect of interest rate changes.

The Company's objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense.

To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy.

The Company has a policy of only entering into contracts with established financial institutions based upon their credit ratings and other factors.

The Company recognizes all derivatives on the consolidated balance sheets at fair value.

Any derivative instrument used for risk management that does not meet the criteria for hedge accounting is marked-to-market each period in earnings.

The Company does not use derivatives for trading or speculative purposes.

Share-Based Compensation

As of December 31, 2021, the Company has one share-based compensation plan under which time-based restricted stock units ("RSUs") and performance-based RSUs have been issued with tandem dividend equivalents.

Compensation expense related to these awards, which are generally equity classified, and the tandem dividend equivalent cash payments are recognized as a part of general and administrative expense.

Time-based awards are generally measured at grant date fair value and not subsequently re-measured.

The Company has one share-based compensation plan under which time-based restricted stock units ("RSUs"), performance-based RSUs, and market-based RSUs have been issued with tandem dividend equivalents.

Compensation expense related to these awards, which are generally equity classified, is recognized as a part of general and administrative expense.

The tandem dividend equivalent cash payments of awards granted during the year ended December 31, 2022 are recognized within equity.

The tandem dividend equivalent cash payments of awards granted during the years ended December 31, 2021 and 2020 are recognized within earnings.

Forfeitures of awards are recognized as they occur.

Time-based awards are generally measured at grant date fair value and not subsequently remeasured.

Compensation expense related to these awards is recognized on a straight-line basis over the vesting period.

Time-based awards granted to employees vest equally on each of the first three anniversaries of the applicable vesting commencement date, subject to the employees' continued service to the Company.

The time-based RSU awards granted to directors vest on the earlier of the one-year anniversary of the applicable grant date or the date of the Company's next annual meeting of its shareholders following the grant date, subject to the directors' continued service to the Company.

Performance-based awards are measured at grant date fair value and each grantee is eligible to vest in a number of RSUs ranging from 0 % to 100 % of the total number granted based on specified performance levels.

For awards with a performance condition, compensation cost is recognized when the performance condition is considered probable of achievement.

Performance-based awards vest within 45 days of the conclusion of the performance period and are generally subject to the recipients' continued service to the Company.

Compensation cost is recognized when the performance condition is considered probable of achievement.

If a performance award has more than one potential outcome, recognition of compensation cost is based on the most likely outcome.

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Absent a change in the determination of the most likely outcome, compensation expense related to these awards would be recognized on a straight-line basis from the grant date through the vesting date.

Forfeitures of awards are recognized as they occur.

Recently Issued Accounting Pronouncements Adopted

Standard Description Date of adoption Effect on the financial statements or other significant matters

2021-01, Reference Rate Reform (Topic 848):

Scope ASU 2021-01 is intended to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.

Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

Application of these expedients, which may be elected over time as reference rate reform activities occur, preserves the presentation of derivatives consistent with past presentation.

January 2021 The Company's adoption of ASU No.

2021-01 did not result in any incremental elections under Topic 848 regarding cash flow hedges.

The Company continues to evaluate the guidance of Topic 848 and expects that its application will not change its presentation of derivatives as cash flow hedges.

Other recently issued accounting standards or pronouncements not disclosed in the foregoing tables have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on the consolidated financial statements of the Company.

Market-based awards are valued as of the grant date utilizing a Monte Carlo simulation model that assesses the probability of satisfying certain market performance thresholds over a three year performance period.

Market-based awards vest within 45 days of the conclusion of the performance period and are generally subject to the recipients' continued service to the Company.

The number of common shares ultimately issued is based on the Company's total shareholder return ("TSR") relative to that of the FTSE NAREIT Shopping Index peer group on a percentile basis.

The resulting compensation expense is recorded over the service period regardless of whether the TSR performance measures are achieved.

Recently Issued Accounting Pronouncements

Recently issued accounting standards or pronouncements are either not relevant to the Company, or are not expected to have, or did not have, a material effect on the consolidated financial statements of the Company.

Revenue Recognition

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Total $ 951,889

The table above includes payments from tenants who have taken possession of their space and tenants who have been moved to the cash basis of accounting for revenue recognition purposes.

The remaining lease terms range from less than one year to seventy-seven years .

The foregoing table includes payments from tenants who have taken possession of their space and tenants who have been moved to the cash basis of accounting for revenue recognition purposes.

The remaining lease terms range from less than one year to seventy-six years .

The following table reflects the disaggregation of lease income, net:

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Ground rent income 14,991 13,167 12,976

Above and below-market rent and lease inducement amortization, net 4,318 7,060 6,148

Amortization of market-lease intangibles and inducements, net 5,589 4,318 7,060

Short-term and other lease income 4,333 3,378 2,825

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Straight-line rent adjustment, net 2,645 3,272 2,590

Provision for uncollectible straight-line rent ( 468 ) ( 3,214 ) ( 145 )

Reversal of (provision for) uncollectible straight-line rent 1,170 ( 468 ) ( 3,214 )

Provision for uncollectible billed rent and recoveries ( 1,065 ) ( 2,264 ) ( 9,212 )

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Lease income, net $ 232,980 $ 207,350 $ 192,957

As of December 31, 2021, the Company had granted approximately $ 5,339 on a cumulative basis of rental payment deferrals, with contractual payment terms through the year ending December 31, 2023.

During the year ended December 31, 2021, deferred rental payments of $ 4,973 became due of which the Company has collected $ 4,858 as of December 31, 2021.

Other Fee Income

Other fee income is derived from services provided to the Company's unconsolidated real estate joint venture and therefore deemed to be related party transactions.

The property management, asset management, leasing and other services are provided over the term of the contract which has a remaining original duration through 2023.

The Company had receivables of $ 215 and $ 327 as of December 31, 2021 and 2020, respectively, which are included in deferred costs and other assets, net.

The property management, asset management, leasing and other services are provided over the term of the contract.

The following table reflects the disaggregation of other fee income:

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2022 2021 2020

Property management fee Over time $ 1,952 $ 2,093 $ 2,421

Asset management fee Over time 1,128 1,098 1,074

Property management fees Over time $ 1,301 $ 1,952 $ 2,093

Asset management fees Over time 882 1,128 1,098

Leasing commissions and other fees Point in time 383 462 456

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The following table reflects the retail properties acquired, accounted for as asset acquisitions, during the year ended December 31, 2022:

Acquisition Date Property Metropolitan Area Gross

Acquisition Price Square Feet

July 12, 2021 Prestonwood Town Center (a) Dallas, TX $ 52,800 233

September 2, 2021 Rio Pinar Plaza - Outparcel (b) Orlando, FL 1,910 7

(a) This retail property was acquired from the Company's unconsolidated joint venture.

Date Property Metropolitan Area Square Feet Gross

Acquisition Price Assumption of Mortgage Debt

February 2, 2022 Shops at Arbor Trails Austin, TX 357 $ 112,190 $ 31,500

February 2, 2022 Escarpment Village Austin, TX 170 77,150 26,000

April 21, 2022 The Highlands of Flower Mound (a) Dallas, TX 175 38,000 22,880

May 4, 2022 Bay Landing Fort Myers, FL 63 10,425 —

June 10, 2022 Kyle Marketplace - Outparcel (b) Austin, TX — 705 —

October 28, 2022 Eastfield Village Charlotte, NC 96 22,500 —

December 16, 2022 Stone Ridge Market (a) San Antonio, TX 219 58,100 —

1,080 $ 319,070 $ 80,380

(a) These retail properties were acquired from the Company's unconsolidated joint venture.

Investment in Unconsolidated Entities".

(b) The assets, liabilities and operations of the outparcel acquired were combined for presentation purposes with a retail property already owned by the Company.

The Company recognized a fair value adjustment of $ 499 to the mortgage payable secured by The Highlands of Flower Mound.

(b) The Company acquired a parcel of vacant land adjacent to this retail property.

The assets, liabilities and operations of the outparcel acquired are combined for presentation purposes with the retail property already owned by the Company.

The following table reflects the retail properties acquired, accounted for as asset acquisitions, during the year ended December 31, 2021:

Acquisition Date Property Metropolitan Area Gross

Acquisition Price Square Feet

February 25, 2020 Trowbridge Crossing Atlanta, GA $ 10,950 63

March 10, 2020 Antoine Town Center (a) Houston, TX 22,254 110

November 6, 2020 Eldridge Town Center Kroger (b) Houston, TX 9,043 65

Date Property Metropolitan Area Square Feet Gross

Acquisition Price

July 12, 2021 Prestonwood Town Center (a) Dallas, TX 233 $ 52,800

September 2, 2021 Rio Pinar Plaza - Outparcel (b) Orlando, FL 7 1,910

(a) This retail property was acquired from the Company's unconsolidated joint venture.

Investment in Unconsolidated Entities".

(b) The assets, liabilities and operations of the grocer acquired are combined for presentation purposes with the retail property already owned by the Company.

(b) The Company acquired a parcel of vacant land adjacent to this retail property.

The assets, liabilities and operations of the outparcel acquired are combined for presentation purposes with the retail property already owned by the Company.

Transaction costs of $ 1,079 and $ 59 were capitalized during the years ended December 31, 2022 and 2021, respectively.

2 unchanged sentences

Date Property Metropolitan Area Square Feet Gross

Disposition Price Gain on Sale

June 30, 2022 Centerplace of Greeley Denver, CO 152 $ 37,550 $ 25,147

June 30, 2022 Cheyenne Meadows Denver, CO 90 17,900 11,709

December 15, 2022 The Shops at Walnut Creek (a) Denver, CO 225 55,000 1,393

467 $ 110,450 $ 38,249

(a) The property's buyer assumed a $ 28.6 million mortgage payable secured by the property.

We recognized a loss on debt extinguishment of $ 0.08 million related to the buyer's assumption.

The following table reflects the real property disposed of during the year ended December 31, 2021:

Date Property Metropolitan Area Square Feet Gross

Disposition Price Gain (Loss)

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(a) These dispositions were related to completions of partial condemnations at four retail properties.

The following table reflects the real property disposed of during the year ended December 31, 2020:

Date Property Metropolitan Area Square Feet Gross

Disposition Price Gain (Loss)

February 10, 2020 University Oaks Shopping Center (a) Round Rock, TX N/A $ 527 $ 357

February 12, 2020 Centerplace of Greeley (a) Greeley, CO N/A 123 100

May 1, 2020 Woodlake Crossing San Antonio, TX 160 5,500 ( 213 )

September 30, 2020 Eldridge Town Center (a) Houston, TX N/A 451 424

November 25, 2020 Antoine Town Center (b) Houston, TX 2 800 66

December 31, 2020 Eldridge Town Center (a) Houston, TX N/A 1,055 1,018

162 $ 8,456 $ 1,752

(a) These dispositions were related to completions of partial condemnations at three retail properties.

(b) Disposition was related to an outparcel at this retail property.

Investment in Unconsolidated Entities

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IAGM was formed on April 17, 2013 for the purpose of acquiring, owning, managing, and disposing of retail properties and sharing in the profits and losses from those retail properties and their activities.

On January 18, 2023, the Company acquired the four remaining retail properties from IAGM by acquiring 100 % of the membership interests in each of IAGM's wholly owned subsidiaries, as disclosed in " Note 13.

Subsequent Events".

The Company analyzed the joint venture agreement and determined that IAGM was not a VIE.

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Under the equity method of accounting, the net equity investment of the Company and the Company's share of net income or loss from the unconsolidated entity are reflected in the consolidated balance sheets and the consolidated statements of operations and comprehensive income (loss).

The following table reflects the retail properties disposed by IAGM of during the years ended December 31, 2021 and 2020:

Date Property Metropolitan Area Square Feet Gross

Disposition Price Gain on Sale

March 10, 2020 Antoine Town Center (a)

Houston, TX 110 $ 22,254 $ 1,741

July 12, 2021 Prestonwood Town Center (b) Dallas, TX 233 $ 52,800 $ 12,428

IAGM is party to two interest rate swap agreements to achieve fixed interest rates on its senior secured term loan facility.

As of December 31, 2022, and December 31, 2021, the interest rate swaps were recorded as assets with fair values of $ 2,764 and $ 530 , respectively, on IAGM's consolidated balance sheet, of which the Company's share was $ 1,520 and $ 291 , respectively.

The Company recognizes its share of gains or losses resulting from IAGM's interest rate swaps as an adjustment to the Company's investment in IAGM and an increase or decrease in comprehensive income.

On September 28, 2022, IAGM transitioned its senior secured term loan facility from a London Inter-bank Offered Rate ("LIBOR") which repriced monthly ("1-Month LIBOR") to a Secured Overnight Financing Rate ("SOFR") which reprices monthly ("1-Month Term SOFR").

On December 15, 2022, IAGM transitioned its interest rate swaps from 1-Month LIBOR to 1-Month Term SOFR.

IAGM's hedging instruments continue to qualify for cash flow hedge accounting through application of expedients provided by Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform .

The following table reflects the real property disposed by IAGM of during the years ended December 31, 2022 and 2021:

Date Property Square Feet Gross

Disposition Price IAGM's

Gain (Loss) on Sale The Company's Gain Deferral

July 12, 2021 Prestonwood Town Center (a) 233 $ 52,800 $ 12,428 $ 6,835

September 3, 2021 Westover Marketplace

San Antonio, TX 243 $ 28,775 $ 399

243 28,775 399 —

December 1, 2021 South Frisco Village

Frisco, TX 227 $ 32,600 $ 5,467

(a) The Company purchased Antoine Town Center from IAGM at a purchase price determined by a third party real estate valuation specialist.

The Company deferred its share of IAGM's gain on sale of $ 958 and began amortizing it over 30 years as an increase to equity in earnings of unconsolidated entities.

The Company completed a subsequent sale of an outparcel at this retail property to an unrelated third party which resulted in recognizing $ 54 of previously deferred gain.

(b) The Company purchased Prestonwood Town Center from IAGM at a purchase price determined by a third party real estate valuation specialist.

The Company deferred its share of IAGM's gain on sale of $ 6,835 and began amortizing it over 30 years as an increase to equity in earnings of unconsolidated entities.

227 32,600 5,467 —

March 3, 2022 Price Plaza (b) 206 39,100 3,751 —

April 21, 2022 The Highlands of Flower Mound (a)

175 38,000 1,244 684

December 16, 2022 Stone Ridge Market (a) 219 58,100 12,287 6,758

December 22, 2022 Stables Town Center (c) 43 7,800 ( 244 ) —

(a) The Company purchased these properties at a purchase price determined by a third party real estate valuation specialist.

The Company deferred its share of IAGM's gains on sale and began amortizing it over 30 years as an increase to equity in earnings of unconsolidated entities.

(b) The buyer assumed a $ 17,800 mortgage payable secured by the property.

The following table reflects the mortgage paydowns by IAGM of during the years ended December 31, 2022 and 2021:

Date Mortgaged Property Contractual Interest Rate Mortgage Paydown (a) Loss on Debt Extinguishment

January 22, 2020 South Frisco Village 1.70 % + 1M LIBOR $ 14,872 $ 8

March 26, 2021 Westover Marketplace

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1.55 % + 1M LIBOR $ 54,103 $ 215

(a) Mortgage paydowns were funded by cash on hand and proceeds from the sale of properties.

During the year ended December 31, 2020, IAGM entered into two interest rate swap agreements to achieve fixed interest rates on its senior secured term loan facility previously subject to variability in the London Inter-bank Offered Rate ("LIBOR").

Each of the interest rate swaps have an effective date of April 1, 2020 and a termination date of November 2, 2023.

One interest rate swap has a notional amount of $ 45,000 and achieves a fixed interest rate of 1.979 %.

The other interest rate swap has a notional amount of $ 30,000 and achieves a fixed interest rate of 1.956 %.

The Company recognizes its share of gains or losses resulting from IAGM's interest rate swaps as an adjustment to the Company's investment in IAGM and an increase or decrease in comprehensive income.

As of December 31, 2021, the interest rate swaps were recorded as a asset with a fair value of $ 530 on IAGM's consolidated balance sheet, of which the Company's share was $ 291 .

During the year ended December 31, 2020, IAGM recognized a provision for asset impairment of $ 11,016 on one retail property, of which the Company's share of this provision for asset impairment was $ 6,059 , as disclosed in "Note 9.

Fair Value Measurements" .

December 16, 2022 Stone Ridge Market 3.47 % $ 28,125 $ 2

December 22, 2022 Senior secured pooled loan

1.65 % + 1M SOFR $ 5,428 $ 15

(a) Mortgage paydowns were funded by available liquidity and proceeds from the sale of properties.

Condensed Financial Information

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Carrying value of investments in unconsolidated entities $ 56,131 $ 107,944

(a) The outside basis difference relates to the unamortized deferred gain on sale of Antoine Town Center and Prestonwood Town Center.

The following table presents condensed income statement information of IAGM and disposed joint ventures.

(a) The outside basis difference relates to the unamortized deferred gains on historical property sales from IAGM to the Company.

The following table presents condensed income statement information of IAGM:

Year ended December 31,

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Provision for asset impairment — — ( 11,016 )

Gain (loss) on sale of real estate, net 18,294 1,741 ( 559 )

Gain on sale of investment properties, net 17,038 18,294 1,741

Net income (loss) 19,711 23,814 ( 4,017 )

Disposed joint venture

Net loss — — ( 4,869 )

Total net income (loss) of unconsolidated entities $ 23,814 $ ( 4,017 ) $ ( 3,206 )

Company's share of net income (loss) $ 10,832 $ 13,089 $ ( 2,264 )

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Equity in earnings (losses) of unconsolidated entities $ 3,663 $ 6,398 $ ( 3,141 )

The following table summarizes the scheduled maturities of IAGM's mortgages payable as of December 31, 2021:

Scheduled maturities by year:

As of December 31, 2021

Total $ 166,702

As of December 31, 2021, none of IAGM's mortgages payable are recourse to the Company.

As of December 31, 2022 and 2021, none of IAGM's mortgages payable are recourse to the Company.

It is anticipated that the joint venture will be able to repay, refinance or extend all of its debt on a timely basis.

IAGM's remaining mortgages payable of $ 92,468 are scheduled to mature during the year ending December 31, 2023, not inclusive of two twelve-month extension options.

Intangible Assets, Liabilities, and Deferred Leasing Costs

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The following table provides a summary of the amortization during the next five years and thereafter related to intangible assets, liabilities, and deferred leasing costs as of December 31, 2022:

Year ending December 31, In-place leases Above market leases Deferred leasing costs Below market leases

Year ending December 31, In-place leases Above market leases Below market leases Deferred leasing costs

2023 $ 20,494 $ 2,085 $ 4,686 $ 3,749

5 unchanged sentences

Total $ 91,808 $ 9,359 $ 29,658 $ 13,835

As of December 31, 2021, the Company's total debt, net, was $ 533,082 , which consists of mortgages payable, net, of $ 105,574 , unsecured term loans, net, of $ 396,508 , and a line of credit balance of $ 31,000 .

The Company's debt consists of mortgages payable, unsecured term loans, senior notes, and an unsecured revolving line of credit.

The Company believes it has the ability to repay, refinance or extend any of its debt, and that it has adequate sources of funds to meet short-term cash needs.

2 unchanged sentences

As of December 31, 2022 and 2021, the Company was in compliance with all loan covenants.

Credit Agreements

On September 22, 2021, the Company entered into an amendment to the Revolving Credit Agreement (the "Amended Revolving Credit Agreement"), which provides for, among other things, an extension of the maturity of the $ 350.0 million Revolving Credit Agreement to September 22, 2025, with two six-month extension options.

On September 22, 2021, the Company entered into an amendment to its $ 400.0 million Term Loan Credit Agreement (the "Amended Term Loan Agreement"), which provides for, among other things, an extension of the maturity dates and a reallocation of indebtedness under the two outstanding tranches of term loans thereunder.

The Amended Term Loan Agreement consists of a $ 200.0 million 5-year tranche maturing on September 22, 2026, and a $ 200.0 million 5.5-year tranche maturing on March 22, 2027.

On May 11, 2022, the Company transitioned its Amended Revolving Credit Agreement and Amended Term Loan Agreement from 1-Month LIBOR to 1-Month Term SOFR.

On June 3, 2022, in connection with and upon effectiveness of the Note Purchase Agreement (as defined below) and in accordance with the terms of the Amended Term Loan Credit Agreement and Amended Revolving Credit Agreement, each of the administrative agents under such agreements released all of the subsidiary guarantors from their guaranty obligations that were previously made for the benefit of the lenders under such agreements.

On August 11, 2022, the Company issued $ 250.0 million aggregate principal amount of senior notes in a private placement, of which (i) $ 150.0 million are designated as 5.07 % Senior Notes, Series A, due August 11, 2029 (the "Series A Notes") and (ii) $ 100.0 million are designated as 5.20 % Senior Notes, Series B, due August 11, 2032 (the "Series B Notes" and, together with the Series A Notes, the "Notes") pursuant to a note purchase agreement (the "Note Purchase Agreement"), dated June 3, 2022, between the Company and the various purchasers named therein.

The Notes were issued at par in accordance with the Note Purchase Agreement and pay interest semiannually on February 11th and August 11th until their respective maturities.

The Company may prepay at any time all or any part of the Notes, in an amount not less than 5 % of the aggregate principal amount of any series of the Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount prepaid plus accrued interest and a Make-Whole Amount (as defined in the Note Purchase Agreement).

The Notes will be required to be absolutely and unconditionally guaranteed by certain subsidiaries of the Company that guarantee certain material credit facilities of the Company.

Currently, there are no subsidiary guarantees of the Notes.

The following table summarizes the Company's debt as of December 31, 2022 and 2021:

Rate Type As of December 31, 2022 As of December 31, 2021

Maturity Date Interest Rate Amount Interest Rate Amount

Mortgages Payable

As of December 31, 2021 and 2020, the Company's mortgages payable, net were as follows:

December 31, 2021 December 31, 2020

Mortgages payable (a) $ 105,955 $ 107,261

Discount, net of accumulated amortization ( 46 ) ( 84 )

Debt issuance costs, net of accumulated amortization ( 335 ) ( 449 )

Total mortgages payable, net $ 105,574 $ 106,728

(a) Fixed interest rates ranged from 3.49 % to 4.58 %, with a weighted average interest rate of 4.07 % as of December 31, 2021 and 2020.

Total mortgages payable Various Fixed 3.95 % (a) $ 109,812 4.07 % (a) $ 105,955

$ 200.0 million 5 years

9/22/2026 Fixed 2.71 % (b) 100,000 2.68 % (b) 100,000

$ 200.0 million 5 years

9/22/2026 Fixed 2.72 % (b) 100,000 2.68 % (b) 100,000

$ 200.0 million 5.5 years

3/22/2027 Fixed 2.77 % (b) 50,000 2.69 % (b) 50,000

$ 200.0 million 5.5 years

3/22/2027 Fixed 2.76 % (b) 50,000 2.70 % (b) 50,000

$ 200.0 million 5.5 years

3/22/2027 Variable 1M SOFR + 1.30 % (c)

100,000 1M LIBOR + 1.20 % (c)

Total 400,000 400,000

$ 150.0 million

8/11/2029 Fixed 5.07 % 150,000 - —

$ 100.0 million

8/11/2032 Fixed 5.20 % 100,000 - —

Total 250,000 —

Revolving Line of Credit

$ 350.0 million total capacity

9/22/2025 Variable 1M SOFR +

Total debt 4.08 % 759,812 2.61 % 536,955

Debt discounts and issuance costs, net ( 5,261 ) ( 3,873 )

Debt, net $ 754,551 $ 533,082

(a) Interest rates reflect the weighted average of the Company's mortgages payable.

(b) Interest rates reflect the fixed rates effectively achieved through the Company's interest rate swaps.

The following table summarizes the scheduled maturities of the Company's mortgages payable as of December 31, 2022:

2 unchanged sentences

2023 $ 13,732

Thereafter 31,500

Total $ 109,812

Credit Agreements

Revolving line of credit

On December 21, 2018, the Company entered into an unsecured revolving credit agreement, which amended and restated its prior unsecured revolving credit agreement in its entirety, and provided for a $ 350,000 unsecured revolving line of credit (the "Revolving Credit Agreement").

On September 22, 2021, the Company entered into an amendment to the Revolving Credit Agreement (the "Amended Revolving Credit Agreement"), which provides for, among other things, an extension of the maturity of the Company's $ 350,000 Revolving Credit Agreement to September 22, 2025, with two six-month extension options.

The following table summarizes the Company's activity under the revolving line of credit during the years ended December 31, 2021, and 2020:

Revolving Line of Credit

Interest Rate

Outstanding borrowings as of January 1, 2020 $ —

Draw on March 27, 2020 $ 150,000

Repayment on October 28, 2020 $ ( 100,000 )

Outstanding borrowings as of December 31, 2020 (a) $ 50,000 1.1980 % (b)

Repayment on March 11, 2021 $ ( 50,000 )

Draw on November 9, 2021 $ 31,000

Outstanding borrowings as of December 31, 2021 (a) $ 31,000 1.1520 % (c)

(a) As of December 31, 2021 and 2020, $ 319,000 and $ 300,000 remained undrawn, respectively, and the credit facility fee was 0.15 %.

(b) Interest rate reflects 1-Month LIBOR plus 1.05 % effective December 29, 2020.

Unsecured term loans

On December 21, 2018, the Company entered into an unsecured term loan credit agreement, which amended and restated its prior unsecured term loan credit agreement in its entirety (the “Term Loan Credit Agreement”).

On September 22, 2021, the Company entered into an amendment to its $ 400,000 Term Loan Credit Agreement (the "Amended Term Loan Agreement"), which provides for, among other things, an extension of the maturity and a reallocation of indebtedness under the two outstanding tranches of term loans thereunder .

The Amended Term Loan Agreement consists of a $ 200,000 5 -year tranche maturing on September 22, 2026, and a $ 200,000 5.5 -year tranche maturing on March 22, 2027.

As of December 31, 2021, the Company had the following unsecured term loan tranches outstanding under the Amended Term Loan Agreement:

Principal Balance Interest Rate Maturity Date

$ 200.0 million 5 year - swapped to fixed rate

$ 100,000 2.6795 % (a) September 22, 2026

$ 200.0 million 5 year - swapped to fixed rate

100,000 2.6795 % (a) September 22, 2026

$ 200.0 million 5.5 year - swapped to fixed rate

50,000 2.6915 % (a) March 22, 2027

$ 200.0 million 5.5 year - swapped to fixed rate

50,000 2.6990 % (a) March 22, 2027

$ 200.0 million 5.5 year - variable rate

100,000 1.2993 % (b) March 22, 2027

Total unsecured term loans 400,000

Issuance costs, net of accumulated amortization ( 3,492 )

Total unsecured term loans, net $ 396,508

(a) Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.

(b) Interest rate reflects 1-Month LIBOR plus 1.20 % effective December 1, 2021.

As of December 31, 2020, the Company had the following borrowings outstanding under the Term Loan Credit Agreement:

Principal Balance Interest Rate Maturity Date

$ 250.0 million 5 year - swapped to fixed rate

$ 100,000 2.6795 % (a) December 21, 2023

$ 250.0 million 5 year - swapped to fixed rate

100,000 2.6795 % (a) December 21, 2023

$ 250.0 million 5 year - variable rate

50,000 1.3548 % (b) December 21, 2023

$ 150.0 million 5.5 year - swapped to fixed rate

50,000 2.6915 % (a) June 21, 2024

$ 150.0 million 5.5 year - swapped to fixed rate

50,000 2.6990 % (a) June 21, 2024

$ 150.0 million 5.5 year - variable rate

50,000 1.3548 % (b) June 21, 2024

Total unsecured term loans 400,000

Issuance costs, net of accumulated amortization ( 1,619 )

Total outstanding credit agreements, net $ 398,381

(a) Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.

(b) Interest rate reflects 1-Month LIBOR plus 1.20 % effective December 1, 2020.

Interest Rate Swaps

During the year ended December 31, 2021, the Company entered into four interest rate forward swap agreements to address the periods between the maturity dates of the effective swaps and the maturity dates of the Amended Term Loan Agreement.

The Company is party to four effective interest rate swap agreements and four interest rate forward swap agreements, which address the periods between the maturity dates of the effective swaps and the maturity dates of the Amended Term Loan Agreement.

In tandem, the interest rate swaps achieve fixed interest rates for a constant notional amount through the maturity dates of the Amended Term Loan Agreement.

The following table summarizes the Company's four effective interest rate swaps as of December 31, 2021 and 2020:

Effective Interest

Rate Swaps Notional

On December 15, 2022, the Company transitioned its interest rate swaps from 1-Month LIBOR to 1-Month Term SOFR.

The Company's hedging instruments continue to qualify for cash flow hedge accounting through application of expedients provided by ASU 2020-04, Reference Rate Reform .

The following table summarizes the Company's four effective and four forward interest rate swaps as of December 31, 2022:

Interest Rate Swaps Notional

Amount Company Receives

2 unchanged sentences

5 Year Term Loan

$ 100,000 1-Month SOFR

1.41 % 2.71 % Dec 2, 2019 Dec 21, 2023

5 Year Term Loan

100,000 1-Month SOFR

1.42 % 2.72 % Dec 2, 2019 Dec 21, 2023

5.5 Year Term Loan

50,000 1-Month SOFR

1.47 % 2.77 % Dec 2, 2019 Jun 21, 2024

5.5 Year Term Loan

50,000 1-Month SOFR

1.46 % 2.76 % Dec 2, 2019 Jun 21, 2024

5 Year Term Loan

100,000 1-Month SOFR

1.51 % 2.81 % Dec 21, 2023 Sep 22, 2026

5 Year Term Loan

100,000 1-Month SOFR

1.51 % 2.81 % Dec 21, 2023 Sep 22, 2026

5.5 Year Term Loan

50,000 1-Month SOFR

1.48 % 2.78 % Jun 21, 2024 Mar 22, 2027

5.5 Year Term Loan

50,000 1-Month SOFR

1.54 % 2.84 % Jun 21, 2024 Mar 22, 2027

The following table summarizes the Company's four effective and four forward interest rate swaps as of December 31, 2021:

Interest Rate Swaps Notional

Amount Company Receives

Variable Rate of Company Pays

Fixed Rate of Fixed Rate Achieved Effective Date Maturity Date

5 Year Term Loan

$ 100,000 1-Month LIBOR

9 unchanged sentences

1.50 % 2.70 % Dec 2, 2019 Jun 21, 2024

The following table summarizes the Company's four forward interest rate swaps as of December 31, 2021:

Forward Interest

Rate Swaps Notional

Amount Company Receives

Variable Rate of Company Pays

Fixed Rate of Fixed Rate Achieved Effective Date Maturity

5 Year Term Loan

12 unchanged sentences

Location and amount of gain (loss) recognized in accumulated

comprehensive income Location and amount of (loss) gain

comprehensive income Location and amount of gain (loss)

reclassified from accumulated

comprehensive income into net (loss) income Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded

comprehensive income into net income (loss) Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded

2022 2021 2020 2022 2021 2020 2022 2021 2020

Unrealized gain (loss) on derivatives $ 32,052 $ 3,795 $ ( 16,199 ) Interest expense, net $ 1,009 $ ( 4,332 ) $ ( 2,693 ) Interest expense, net $ 26,777 $ 16,261 $ 18,749

As of December 31, 2021 and 2020, each of the Company's interest rate swaps are in a liability position and included within other liabilities on the consolidated balance sheets.

As of December 31, 2022 and 2021, each of the Company's interest rate swaps are in an asset position and included within deferred costs and other assets, net.

The Company has designated these interest rate swaps as cash flow hedges.

6 unchanged sentences

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

Derivative interest rate liabilities (b)(c) — $ ( 4,322 ) — — ( 12,449 ) —

(a) During the twelve months subsequent to December 31, 2021, an estimated $ 3,068 of derivative interest rate liabilities recognized in accumulated comprehensive loss will be reclassified into earnings.

(b) The Company's and IAGM's derivative liabilities are recognized as a part of other liabilities and investment in unconsolidated entities, respectively, on the Company's consolidated balance sheets.

Derivative interest rate swaps (b)(c) — $ 26,721 — — ( 4,322 ) —

(a) During the twelve months subsequent to December 31, 2022, an estimated $ 11,447 of derivative interest rate assets recognized in accumulated comprehensive income (loss) will be reclassified into earnings.

(b) The Company's derivative assets or liabilities are recognized as a part of deferred costs and other assets, net or other liabilities, respectively.

IAGM's derivative assets or liabilities are recognized as a part of investment in unconsolidated entities.

(c) As of December 31, 2022 and 2021, the Company determined that the credit valuation adjustments associated with nonperformance risk are not significant to the overall valuation of its derivatives.

6 unchanged sentences

Investment Properties

During the year ended December 31, 2021, the Company had no Level 3 nonrecurring fair value measurements.

During the years ended December 31, 2022 and 2021, the Company had no Level 3 nonrecurring fair value measurements.

During the year ended December 31, 2020, the Company identified one retail property that had a reduction in its expected holding period and recorded a provision for asset impairment of $ 9,002 as a result of the fair value being lower than the property's carrying value.

1 unchanged sentence

This property was disposed of on May 1, 2020.

During the year ended December 31, 2019, the Company identified one retail property that had a reduction in its expected holding period and recorded a provision for asset impairment of $ 2,359 as a result of the fair value being lower than the property's carrying value.

The Company's fair value was based on an executed sales contract.

This property was disposed of on September 25, 2019.

Assets Held by Unconsolidated Entities

11 unchanged sentences

December 31, 2022 December 31, 2021

Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value

Carrying Value Estimated

Fair Value Market

Interest Rate Carrying Value Estimated

Fair Value Market

Interest Rate

Mortgages payable $ 109,812 $ 100,218 6.81 % $ 105,955 $ 104,938 4.44 %

Senior notes 250,000 235,820 6.05 % — — N/A

Term loans 400,000 401,170 5.11 % 400,000 400,470 2.39 %

Revolving line of credit $ 31,000 $ 31,062 $ 50,000 $ 50,032

The Company estimated the fair value of its mortgages payable using a weighted-average effective market interest rate of 4.44 % and 4.25 % as of December 31, 2021 and 2020, respectively.

The fair value estimate of the term loans approximate the carrying value due to limited market volatility in pricing.

The assumptions reflect the terms currently available on similar borrowing terms to borrowers with credit profiles similar to that of the Company's.

As a result, the Company used a weighted-average interest rate of 2.39 % and 1.36 % as of December 31, 2021 and 2020, respectively, to estimate the fair value of its term loans.

The Company has determined that its debt instrument valuations are classified in Level 2 of the fair value hierarchy.

Revolving line of credit — — N/A 31,000 31,062 2.39 %

The market interest rates used to estimate the fair value of the Company's mortgages payable, senior notes, term loans, and revolving line of credit reflect the terms currently available on similar borrowing terms to borrowers with credit profiles similar to that of the Company's.

The Company classifies its debt instrument valuations within Level 2 of the fair value hierarchy.

Earnings Per Share and Equity Transactions

Basic earnings per share ("EPS") is computed using the two-class method by dividing net income or loss by the weighted average number of common shares outstanding for the period (the "common shares") and participating securities.

The time-based restricted share awards issued pursuant to the Incentive Award Plan are deemed to be participating securities.

Diluted EPS is generally computed using the treasury-stock method by dividing net income or loss by the common shares plus potential common shares resulting from time-based restricted share awards.

Basic earnings per share ("EPS") is computed by dividing net income or loss attributed to common shares by the weighted average number of common shares outstanding for the period.

Diluted EPS reflects the potential dilution that could occur from awards issued pursuant to the Incentive Award Plan.

The following table reconciles the amounts used in calculating basic and diluted earnings per share:

1 unchanged sentence

2022 2021 2020

Net (loss) income from continuing operations $ ( 5,360 ) $ ( 10,174 ) $ 63,899

Net income (loss) attributed to common shares $ 52,233 $ ( 5,360 ) $ ( 10,174 )

Earnings allocated to unvested restricted shares — — —

Net (loss) income from continuing operations attributable to common shareholders $ ( 5,360 ) $ ( 10,174 ) $ 63,870

Net loss from discontinued operations attributable to common shareholders $ — $ — $ ( 25,500 )

Net income (loss) attributed to common shares - basic and diluted $ 52,233 $ ( 5,360 ) $ ( 10,174 )

Weighted average common shares outstanding - basic 67,406,233 71,072,933 72,040,623

Effect of unvested restricted shares (a) — — 76,384

Dilutive effect of unvested restricted shares (a) 119,702 — —

Weighted average common shares outstanding - diluted 67,525,935 71,072,933 72,040,623

Basic and diluted earnings per common share:

Net (loss) income per common share, continuing operations, basic and diluted $ ( 0.08 ) $ ( 0.14 ) $ 0.88

Net loss per common share, discontinued operations, basic and diluted — — ( 0.35 )

Net (loss) income per common share, basic and diluted $ ( 0.08 ) $ ( 0.14 ) $ 0.53

Net income (loss) per common share - basic $ 0.77 $ ( 0.08 ) $ ( 0.14 )

Net income (loss) per common share - diluted $ 0.77 $ ( 0.08 ) $ ( 0.14 )

(a) For the years ended December 31, 2021 and 2020, the Company has excluded the anti-dilutive effect of unvested restricted shares.

On March 7, 2022, the Company established an at-the-market equity offering program (the "ATM Program") through which the Company may sell from time to time up to an aggregate of $ 250.0 million of its common stock.

In connection with the ATM Program, the Company may sell shares of its common stock to or through sales agents, or may enter into separate forward sale agreements with one of the agents, or one of their respective affiliates, as a forward purchaser.

As of December 31, 2022, the Company has not sold any common stock under the ATM Program.

Share Repurchase Programs

On February 23, 2022, the Company established a share repurchase program (the "SRP") of up to $ 150.0 million of the Company's outstanding shares of common stock.

The SRP may be suspended or discontinued at any time, and does not obligate the Company to repurchase any dollar amount or particular amount of shares.

As of December 31, 2022, the Company has not repurchased any common stock under the SRP.

During the year ended December 31, 2021 , the Company repurchased 755,643 shares of the Company's outstanding common stock at a price per share of $ 21.70 , reflecting a 25 % discount to an estimated Net Asset Value ("NAV") per share of $ 28.90 as of December 1, 2020 established by the Company's board of directors (the "Board").

Reverse Stock Split

On August 5, 2021, the Company effected a 1-for-10 reverse stock split of its common stock, reducing the number of shares of common stock outstanding from 712,090,283 to 71,261,403 shares on that date.

1 unchanged sentence

Organization" for more information concerning the reverse stock split.

On April 6, 2021, the Company adopted the Third Amended and Restated Share Repurchase Program, (as amended, the "SRP").

On April 12, 2021, the Company announced the reinstatement of the SRP, effective May 14, 2021, for qualifying stockholders.

The repurchase price per share of $ 21.70 for eligible stockholders is equal to a 25 % discount to the most recent estimated Net Asset Value ("NAV") per share of the Company's common stock established by the Company's board of directors (the "Board"), which was $ 28.90 per share as of December 1, 2020.

During the year ended December 31, 2021 , 755,643 shares were repurchased in connection with the SRP.

On August 5, 2021, the Board suspended the SRP effective September 5, 2021.

On November 1, 2019, the Company adopted a Second Amended and Restated Share Repurchase Program (the "Original SRP").

During the year ended December 31, 2020 , 213,612 shares were repurchased in connection with the Original SRP.

Effective July 11, 2020, the Company suspended the Original SRP.

During the year ended December 31, 2019, 851,760 shares were repurchased in connection with the Original SRP at a price per share of $ 2.355 .

On November 1, 2019, the Company began offering shares of its common stock to existing stockholders pursuant to its Amended and Restated Distribution Reinvestment Plan ("DRP").

During the year ended December 31, 2020 , 7,904 shares, respectively, were issued pursuant to the DRP.

During the year ended December 31, 2019, the Company did not issue shares pursuant to the DRP.

Effective July 11, 2020, the Company suspended the DRP.

Stock-Based Compensation

Incentive Award Plan

Effective as of June 19, 2015, the Company's Board adopted the Incentive Award Plan, under which the Company may grant cash and equity incentive awards to eligible employees, directors, and consultants.

Time-based RSU awards granted to employees vest equally on each of the first three anniversaries of the applicable vesting commencement date, subject to the employees' continued service to the Company.

The time-based RSU awards granted to directors vest on the earlier of the one -year anniversary of the applicable grant date or the date of the Company's next annual meeting of its stockholders following the grant date, subject to the directors' continued service to the Company.

Performance-based RSU awards granted to employees vest at the conclusion of the performance period, subject to the recipients' continued service to the Company and achievement of the specified performance levels.

The Company is authorized to grant up to 3,000,000 shares of the Company's common stock pursuant to awards under the Incentive Award Plan.

As of December 31, 2022, 1,060,241 shares were available for future issuance under the Incentive Award Plan.

Outstanding awards granted are categorized as either time-based awards, performance-based awards, or market-based awards.

All awards are valued at fair value, earn dividends throughout the vesting period, and have no voting rights.

The following table summarizes the Company's significant assumptions used in the Monte Carlo simulation models:

December 31, 2022

Volatility 33.89 %

Risk free interest rate 0.79 % - 1.76 %

Dividend Yield 3.24 %

On February 18, 2021, the Board approved grants of time-based and performance-based RSUs under the Company's Incentive Award Plan at the most recent estimated NAV per share of $ 28.90 as of December 1, 2020.

2 unchanged sentences

In connection with the appointments, the Board approved one-time grants of time-based RSUs under the Company's Incentive Award Plan at the most recent estimated NAV per share of $ 28.90 as of December 1, 2020.

The following table summarizes the Company's RSU activity under the Incentive Award Plan during the years ended December 31, 2021, 2020, and 2019:

RSUs Unvested

Performance-Based

RSUs Weighted Average

Grant Date Price

The following table summarizes the Company's RSU activity during the years ended December 31, 2022, 2021, and 2020:

Unvested Time-

Based RSUs Unvested Performance

and Market-Based RSUs Weighted Average Grant

Date Price Per Share

Outstanding as of January 1, 2020 129,570 138,964 $ 31.40

18 unchanged sentences

While the resolution of these matters cannot be predicted with certainty, based on currently available information, management does not expect that the final outcome of any pending claims or legal proceedings will have a material adverse effect on the financial condition, results of operations or cash flows of the Company.

University House Communities Group, Inc., Indemnity Claims

The Company received an indemnity notice from UHC Acquisition Sub LLC ("UHC") regarding certain matters under the Stock Purchase Agreement, dated January 3, 2016, for University House Communities Group, Inc., which was sold in June 2016.

The notice set forth various items for which UHC believed they were entitled to indemnification from the Company.

On June 14, 2019, UHC and the Company, through various negotiations, reached a final settlement for the claims in the amount of $ 30,000 , which was paid by the Company on June 24, 2019.

The Company recognized losses from discontinued operations related to these claims of $ 25,500 during the year ended December 31, 2019.

Operating and Finance Lease Commitments

The Company has non-cancelable contracts of property improvements that have been deemed to contain finance leases that, prior to the adoption of Topic 842, were previously classified as capital leases.

In addition, the Company has non-cancelable operating leases for office space used in its business and, upon the adoption of Topic 842, the Company recognized operating lease ROU assets of $ 2,890 and lease liabilities of $ 3,114 .

The following table reflects the Company's operating and finance lease arrangements as of December 31, 2021 and 2020:

Operating Lease Commitments

The Company has non-cancelable operating leases for office space used in its business.

The following table summarizes the Company's operating lease arrangements as of December 31, 2022 and 2021:

Balance Sheet Caption December 31, 2022 December 31, 2021

2 unchanged sentences

Operating lease liabilities Other liabilities $ 3,265 $ 3,189

Finance lease ROU assets Building and other improvements $ 1,641 $ 1,641

Finance lease ROU accumulated amortization Accumulated depreciation $ ( 406 ) $ ( 297 )

Finance lease liabilities Other liabilities $ 283 $ 673

The following table reflects the Company's total lease cost, weighted-average lease terms and weighted-average discount rates for the years ended December 31, 2021 and 2020:

The following table summarizes the total lease cost, weighted-average lease terms and weighted-average discount rates of the Company's operating leases for the years ended December 31, 2022 and 2021:

Statement of Operations and

3 unchanged sentences

Short-term operating lease payments General and administrative 97 174

ROU amortization of finance leases Depreciation and amortization 109 109

Interest expense of finance leases Interest expense, net 24 37

Total lease cost $ 968 $ 852

Weighted-average remaining lease term of operating leases 6.7 years 7.9 years

Weighted-average remaining lease term of finance leases 1.0 year 1.8 years

Weighted-average discount rate of operating leases 4.35 % 4.36 %

Weighted-average discount rate of finance leases 3.50 % 3.50 %

The following table reflects the Company's future minimum lease obligations as of December 31, 2021:

Future Minimum Lease Payments

The following table reflects the Company's future minimum operating lease obligations as of December 31, 2022:

Scheduled minimum payments by year:

Operating Leases Finance Leases

2022 $ 152 $ 279

Future Minimum Lease Payments

Thereafter 1,308

5 unchanged sentences

In preparing its consolidated financial statements, the Company evaluated events and transactions occurring after December 31, 2022 through the date the financial statements were issued for recognition and disclosure purposes.

On February 2, 2022, the Company acquired two properties in Austin, Texas for $ 189.3 million, Escarpment Village, approximately 168,000 square feet and anchored by H.E.B., and The Shops at Arbor Trails, approximately 357,000 square feet and anchored by Costco and Whole Foods.

The Company assumed $ 57.5 million of existing mortgage debt and drew down approximately $ 105.0 million on its line of credit to fund the acquisition.

On January 18, 2023, the Company acquired the four remaining retail properties from IAGM for an aggregate purchase price of $ 222.3 million by acquiring 100% of the membership interests in each of IAGM's wholly owned subsidiaries .

The Company assumed aggregate mortgage debt of $ 92.5 million and funded the remaining balance with its available liquidity.

Subsequent to the transaction, IAGM proportionately distributed substantially all net proceeds from the sale, of which the Company's share was approximately $ 71.4 million.

In connection with the foregoing, IAGM adopted a liquidation plan on January 11, 2023.

On February 6, 2023, the Company extinguished the $ 13.7 million mortgage payable secured by Renaissance Center with its available liquidity.

INVENTRUST PROPERTIES CORP.

3 unchanged sentences

PROPERTY NAME

Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Date Acquired

Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Year Acquired

Antoine Town Center

Houston, TX $ — $ 5,327 $ 14,333 $ — $ 105 $ 5,327 $ 14,438 $ 19,765 $ 1,872 2020

Bonita Springs, FL — 1,687 9,283 — — 1,687 9,283 10,970 265 2022

Bear Creek Village Center

8 unchanged sentences

Cary, NC — 5,555 17,280 — 22 5,555 17,302 22,857 3,449 2017

Centerplace of Greeley

Greeley, CO — 3,904 14,715 ( 23 ) 662 3,881 15,377 19,258 6,944 2009

Cheyenne Meadows

Colorado Springs, CO — 2,023 6,991 — 303 2,023 7,294 9,317 3,380 2009

Commons at University Place

8 unchanged sentences

Houston, TX — 5,380 22,994 1,977 6,388 7,357 29,382 36,739 12,907 2005

Eastfield Village

Charlotte, NC — 2,327 14,321 — — 2,327 14,321 16,648 108 2022

Garden Village

2 unchanged sentences

Petersburg, FL — 13,600 4,992 — 4,768 13,600 9,760 23,360 3,273 2010

Escarpment Village

Austin, TX 26,000 19,641 51,763 — — 19,641 51,763 71,404 1,890 2022

Kennesaw Marketplace

6 unchanged sentences

Westlake Hills, TX — 1,200 6,274 ( 64 ) ( 42 ) 1,136 6,232 7,368 3,165 2007

Northcross Commons

Charlotte, NC — 7,591 21,303 — 637 7,591 21,940 29,531 4,067 2016

INVENTRUST PROPERTIES CORP.

Schedule III - Real Estate and Accumulated Depreciation

(amounts stated in thousands)

Initial Cost (A) Gross amount at which carried at end of period

PROPERTY NAME

Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Date Acquired

Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Year Acquired

Northcross Commons

Charlotte, NC $ — $ 7,591 $ 21,303 $ — $ 680 $ 7,591 $ 21,983 $ 29,574 $ 4,864 2016

Old Grove Marketplace

18 unchanged sentences

Arlington, TX — 6,000 9,649 — 394 6,000 10,043 16,043 5,219 2007

Riverview Market

Riverwalk Market

Flower Mound, TX — 5,931 23,922 — 727 5,931 24,649 30,580 5,475 2016

10 unchanged sentences

Bee Cave, TX — 52,104 75,651 — 3,173 52,104 78,824 130,928 19,036 2016

Shops at Arbor Trails

Austin, TX 31,500 28,233 76,769 — — 28,233 76,769 105,002 2,874 2022

Sonterra Village

San Antonio, TX — 5,150 15,095 ( 181 ) 889 4,969 15,984 20,953 3,932 2015

INVENTRUST PROPERTIES CORP.

Schedule III - Real Estate and Accumulated Depreciation

(amounts stated in thousands)

Initial Cost (A) Gross amount at which carried at end of period

PROPERTY NAME

Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Year Acquired

Southern Palm Crossing

2 unchanged sentences

Stevenson Ranch, CA — 29,519 39,190 — 324 29,519 39,514 69,033 9,388 2016

Initial Cost (A) Gross amount at which carried at end of period

PROPERTY NAME

Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Date Acquired

Suncrest Village

2 unchanged sentences

Matthews, NC — 12,500 31,265 — 2,363 12,500 33,628 46,128 15,558 2010

Stone Ridge Market

San Antonio, TX — 8,935 38,754 — — 8,935 38,754 47,689 — 2022

The Centre on Hugh Howell

3 unchanged sentences

Raleigh, NC — 7,507 5,454 — 55 7,507 5,509 13,016 1,446 2016

The Highlands of Flower Mound

Flower Mound, TX 22,880 6,330 24,374 — — 6,330 24,374 30,704 762 2022

The Shops at Town Center & Century Station

Germantown, MD — 19,998 29,776 — 933 19,998 30,709 50,707 6,366 2017

The Shops at Walnut Creek

Westminster, CO 28,630 10,132 44,089 — 6,530 10,132 50,619 60,751 11,222 2015

Thomas Crossroadas

41 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures