What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-12 compared with 2025-02-13 · 339 added, 270 removed, 1030 unchanged (37% of the section changed)

11 unchanged sentences

Other Information

On February 12, 2026, the Company entered into Amendment No.

2 ("Amendment No.

2") to the Equity Distribution Agreement, dated March 7, 2022, as amended by Amendment No.

1 thereto, dated February 20, 2025 (as amended, and as may be amended from time to time, the "Equity Distribution Agreement"), with Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Jefferies LLC, J.P.

Morgan Securities LLC, KeyBanc Capital Markets Inc.

and Truist Securities, Inc., as sales agents, principals and/or (except in the case of BTIG, LLC and Fifth Third Securities, Inc.) forward sellers (in any such capacity, each a "Manager" and, collectively, the "Managers"), and Wells Fargo Bank, National Association, Bank of America, N.A., Deutsche Bank AG, London Branch, Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc.

and Truist Bank, each as forward purchasers (in such capacity, each a "Forward Purchaser" and, collectively, the "Forward Purchasers").

On September 23, 2025, J.P.

Morgan Securities LLC and JPMorgan Chase Bank, National Association delivered written notice to the Company and other Managers and Forward Purchasers of its termination of the Equity Distribution Agreement in accordance with its terms as to themselves, in their respective capacities as Manager and Forward Purchaser.

The purpose of Amendment No.

2 was to reflect the reentry of J.P.

Morgan Securities LLC and JPMorgan Chase Bank, National Association, as Manager and Forward Purchaser, respectively, under the Equity Distribution Agreement.

The foregoing description of Amendment No.

2 does not purport to be complete and is qualified in its entirety by reference to Amendment No.

2, which is filed as Exhibit 1.1 to this Annual Report and incorporated herein by reference.

This disclosure shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

6 unchanged sentences

Phillips 44 Executive Vice President, Chief Financial Officer and Treasurer Same

Lauren Suva 44 Executive Vice President, Chief Administrative Officer Same

Stuart Aitken 54 Director President and Chief Executive Officer of Circana, a market research and technology company

Amanda Black 49 Director Former Global Chief Investment Officer and Managing Director of JLP Asset Management, a real estate investment firm

Glavin 65 Director Owner of Thomas F.

Glavin & Associates, Inc., a certified public accounting firm

Amanda Black 50 Director Former Managing Director and Global Chief Investment Officer of JLP Asset Management, a real estate investment firm

Nelson 69 Director Principal of SAN Property Advisors, a retail real estate advisory firm

1 unchanged sentence

Shah 52 Director Chief Executive Officer of SPAAN Tech, Inc., an architecture, engineering, and project management firm

Stein 75 Director Retired

Julian Whitehurst 67 Director Retired

Swinehart 50 Director Executive Vice President, Chief Financial Officer of Fenway Sports Group

Julian Whitehurst 68 Director Former Director and Chief Executive Officer of National Retail Properties

We have adopted an Insider Trading Compliance Policy that governs the purchase, sale, and/or other dispositions of our securities by officers, directors and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing requirements of the NYSE.

8 unchanged sentences

Plan Description Number of Shares

Issuable Upon Vesting (a) Number of Securities Remaining Available for

Future Issuance Under Equity Compensation Plans

(Excluding Securities Reflected in column I )

Issuable Upon Vesting (a) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column I )

Incentive Award Plan (b) 1,323,996 2,514,805

2 unchanged sentences

(a) Represents restricted share unit ("RSU") awards outstanding under the Incentive Award Plan as of December 31, 2025.

(b) The weighted average grant date price per share of common stock underlying the unvested restricted stock units based on total outstanding restricted stock units as of December 31, 2024 was $17.71.

(b) The weighted average grant date price per share of common stock underlying the unvested RSUs based on total outstanding RSUs as of December 31, 2025 was $19.12.

Certain Relationships and Related Transactions, and Director Independence

15 unchanged sentences

The following documents are filed as exhibits to this report:

Amendment No.

2 to the Equity Distribution Agreement, dated February 12, 2026, by and among Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Jefferies LLC, J.P.

Morgan Securities LLC, KeyBanc Capital Markets Inc.

and Truist Securities, Inc., as sales agents, principals and/or (except in the case of BTIG, LLC and Fifth Third Securities, Inc.) forward sellers, and certain of their affiliates as forward purchasers.

Master Modification Agreement, dated as of March 12, 2014, by and among Inland American Real Estate Trust, Inc., Inland American Business Manager & Advisor, Inc., Inland American Lodging Corporation, Inland American Holdco Management LLC, Inland American Retail Management LLC, Inland American Office Management LLC, Inland American Industrial Management LLC and Eagle I Financial Corp.

31 unchanged sentences

333-172862) filed November 1, 2019)

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

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 Form 10-K, as filed by the Registrant with the SEC on February 13, 2025)

Indemnity Agreement, dated as of August 8, 2014, by and between Inland American Real Estate Trust, Inc., and Xenia Hotels & Resorts, Inc., and Inland American Lodging Group, Inc.

11 unchanged sentences

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)

Form of Director Restricted Stock Unit Agreement

Form of Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-K, as filed by the Registrant with the SEC on February 13, 2025)

InvenTrust Properties Corp.

Director Compensation Program, effective as of May 5, 2022 (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 10-K, as filed by the Registrant with the SEC on February 21, 2023)

Director Compensation Program, effective as of May 6, 2025

InvenTrust Properties Corp.

1 unchanged sentence

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)

Third Amended and Restated Share Repurchase Program (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, as filed by the Registrant with the SEC on April 12, 2021)

10.1 1 ^

InvenTrust Properties Corp.

6 unchanged sentences

Second Amendment, dated as of May 11, 2022, to Amended and Restated Term Loan Credit Agreement, among InvenTrust Properties Corp., the lenders party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.13.3 to the Registrant's Form 10-K, as filed by the Registrant on February 14, 2024)

Third Amendment, dated as of August 25, 2025, to Amended and Restated Term Loan Credit Agreement, among InvenTrust Properties Corp., the lenders party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K, as filed by the Registrant on August 27, 2025)

Second Amended and Restated Credit Agreement dated as of December 21, 2018, among InvenTrust Properties Corp., as borrower, KeyBank National Association, as Administrative Agent, KeyBanc Capital Markets Inc.

3 unchanged sentences

Third Amendment dated as of October 23, 2024 to Second Amended and Restated Credit Agreement, among InvenTrust Properties Corp., KeyBank National Association and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 25, 2024)

Fourth Amendment, dated as of August 25, 2025, to Second Amended and Restated Credit Agreement, among InvenTrust Properties Corp., the lenders party thereto and KeyBank National Association (incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K, as filed by the Registrant on August 27, 2025)

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

1 unchanged sentence

InvenTrust Properties Corp.

Insider Trading Compliance Policy

Insider Trading Compliance Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Form 10-K, as filed by the Registrant with the SEC on February 13, 2025)

Subsidiaries of the Registrant

5 unchanged sentences

InvenTrust Properties Corp.

Policy for Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to the Registrant’s Form 10-K, as filed by the Registrant with the SEC on February 14, 2024)

Policy for Recovery of Erroneously Awarded Compensation

101 The following financial information from our Annual Report for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 12, 2026, is formatted in Extensible Business Reporting Language ("XBRL"):

14 unchanged sentences

Busch President, Chief Executive Officer and Director (Principal Executive Officer) February 12, 2026

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

/s/ Michael D.

Phillips Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer) February 12, 2026

Michael Phillips

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

Bryson Senior Vice President, Chief Accounting Officer and Controller

(Principal Accounting Officer) February 12, 2026

/s/ Stuart Aitken Director February 13, 2025

Stuart Aitken

/s/ Amanda Black Director February 13, 2025

/s/ Thomas F.

Glavin Director February 13, 2025

/s/ Stuart W.

Aitken Director February 12, 2026

/s/ Amanda E.

Black Director February 12, 2026

Nelson Director February 12, 2026

1 unchanged sentence

Shah Director February 12, 2026

/s/ Michael A.

Stein Director February 13, 2025

Swinehart Director February 12, 2026

/s/ Julian E.

135 unchanged sentences

Gain on sale of investment properties, net 90,961 3,857 2,691

Equity in (losses) earnings of unconsolidated entities — ( 557 ) 3,663

Equity in losses of unconsolidated entities — — ( 557 )

Other income and expense, net 3,575 3,755 5,480

5 unchanged sentences

Net income per common share - diluted $ 1.42 $ 0.19 $ 0.08

Comprehensive income

Comprehensive income (loss)

Net income $ 111,421 $ 13,658 $ 5,269

Unrealized gain on derivatives 9,019 6,228 32,052

Unrealized (loss) gain on derivatives ( 807 ) 9,019 6,228

Reclassification to net income ( 8,858 ) ( 12,667 ) ( 14,875 )

15 unchanged sentences

Reclassification from interest expense, net — — — — ( 14,875 ) ( 14,875 )

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

Distributions declared ($ 0.8620 per common share)

1 unchanged sentence

Stock-based compensation, net 127,238 1 7,427 — — 7,428

Issuance of common stock under ATM Program, net 208,040 — 4,333 — — 4,333

Ending balance, December 31, 2023 67,807,831 68 5,468,728 ( 3,932,826 ) 18,074 1,554,044

4 unchanged sentences

— — — ( 65,697 ) — ( 65,697 )

Stock-based compensation, net 127,238 1 7,427 — — 7,428

Issuance of common stock under offering, net 9,200,000 9 245,834 — — 245,843

Issuance of common stock under ATM Program, net 254,082 — 7,620 — — 7,620

Stock-based compensation, net 188,881 — 8,185 — — 8,185

Ending balance, December 31, 2024 77,450,794 77 5,730,367 ( 3,984,865 ) 14,426 1,760,005

Net income — — — 111,421 — 111,421

Unrealized gain on derivatives — — — — 9,019 9,019

Unrealized loss on derivatives — — — — ( 807 ) ( 807 )

Reclassification from interest expense, net — — — — ( 8,858 ) ( 8,858 )

1 unchanged sentence

— — — ( 73,785 ) — ( 73,785 )

Issuance of common stock under offering, net 9,200,000 9 245,834 — — 245,843

Issuance of common stock under ATM Program, net 254,082 — 7,620 — — 7,620

Stock-based compensation, net 240,739 1 6,285 — 6,286

12 unchanged sentences

Amortization of debt discounts and financing costs 2,870 2,403 4,113

Accretion of finance lease liability 109 — —

Straight-line rent adjustments, net ( 3,671 ) ( 3,400 ) ( 3,349 )

Impairment of real estate assets — 3,854 —

Provision for (reversal of) estimated credit losses 430 1,033 ( 267 )

Provision for estimated credit losses 1,037 430 1,033

Gain on sale of investment properties, net ( 90,961 ) ( 3,857 ) ( 2,691 )

Loss on extinguishment of debt — — 15

Equity in losses (earnings) of unconsolidated entities — 557 ( 3,663 )

Distributions from unconsolidated entities — — 9,350

Equity in losses of unconsolidated entities — — 557

Stock-based compensation, net 10,907 9,896 9,021

13 unchanged sentences

Cash flows from financing activities:

Payment of tax withholdings for share-based compensation ( 2,598 ) ( 1,583 ) ( 1,581 )

Payment of tax withholdings for stock-based compensation ( 3,931 ) ( 2,598 ) ( 1,583 )

Proceeds from sale of common stock under offering — 257,600 —

3 unchanged sentences

Distributions to stockholders ( 72,847 ) ( 62,779 ) ( 57,491 )

Proceeds from term loan 400,000 — —

Repayment of term loan ( 400,000 ) — —

Proceeds from line of credit 68,000 10,000 30,000

Repayments of line of credit ( 13,000 ) ( 10,000 ) ( 30,000 )

Proceeds from senior notes — — 250,000

Payoffs of debt ( 88,168 ) ( 33,700 ) ( 47,052 )

Principal payments on mortgage debt — ( 32 ) ( 842 )

Payoffs of mortgage debt ( 35,880 ) ( 88,168 ) ( 33,700 )

Payment of mortgage principal ( 407 ) — ( 32 )

Payment of financing costs ( 3,628 ) ( 5,278 ) ( 175 )

Other financing activities — — 20

Net cash provided by (used in) financing activities 95,117 ( 87,902 ) 111,574

Net cash (used in) provided by financing activities ( 61,214 ) 95,117 ( 87,902 )

Net decrease in cash, cash equivalents, and restricted cash ( 50,703 ) ( 8,542 ) ( 37,999 )

9 unchanged sentences

Cash paid for interest, net of capitalized interest $ 31,257 $ 35,605 $ 33,093

Cash paid (refunded) for income taxes, net of (payments) refunds 530 209 ( 386 )

Cash paid for income taxes, net of refunds 659 530 209

Previously held equity investments in real estate assets acquired — — 39,603

4 unchanged sentences

Gross issuance of shares for share-based compensation 10,921 7,662 4,558

Finance lease right of use assets obtained in exchange for lease liabilities 10,973 — —

Purchase of investment properties:

16 unchanged sentences

other liabilities ( 1,239 ) ( 271 ) ( 515 )

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

Gain on sale of investment properties, net 90,961 3,857 2,691

Loss on extinguishment of debt — — ( 78 )

Proceeds from sale of investment properties, net 299,504 65,062 12,559

Assumption of mortgage principal — — 28,630

Credits, prorations, and other changes in cash inflow, net 6,725 3,490 583

36 unchanged sentences

Fixed consideration generally consists of minimum lease payments for the rental of retail space while the variable consideration generally consists of reimbursements of the tenant's pro-rata share of certain operating expenses incurred by the Company, including real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees and certain capital repairs.

Certain other tenants are subject to net leases whereby the tenant is responsible for fixed minimum lease payments to the Company, as well as directly paying all costs and expenses associated with occupancy to third party service providers.

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

105 unchanged sentences

2015 Incentive Award Plan (the "Incentive Award Plan"), under which the Company may grant cash and equity incentive awards to eligible employees, directors, and consultants.

The Company has awarded time-based restricted stock units ("RSUs"), performance-based RSUs, and market-based RSUs with tandem dividend equivalents.

On May 6, 2016, the Board adopted the first amendment to the Incentive Award Plan and on March 20, 2024, the Board adopted the second amendment to the Incentive Award Plan (collectively, the "Amendments").

The Company's stockholders approved the Incentive Award Plan, as amended by the Amendments, on May 7, 2024, which, among other things, increased the aggregate number of shares of common stock that may be issued pursuant to awards granted under the Incentive Award Plan (the "Share Limit") by 2,750,000 shares to 5,750,000 shares.

Any forfeited awards or unearned performance shares subject to an award are added back to the Share Limit.

As of December 31, 2025, outstanding awards of restricted stock units ("RSUs") are categorized as either time-based awards or market-based awards, each with tandem dividend equivalents.

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

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 years ended December 31, 2024, 2023, and 2022 are recognized within equity.

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

The nonforfeitable tandem dividend equivalent cash payments of awards granted during the years ended December 31, 2025, 2024 and 2023 are recognized within equity.

Forfeitures of awards are recognized as they occur.

3 unchanged sentences

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.

Shares related to performance-based awards are issued 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.

During the service period, a cumulative catch-up approach is used to account for changes in the assessment of which outcome is most likely to occur.

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.

18 unchanged sentences

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

Segment Reporting

Single Reportable Segment

The Company's Chief Executive Officer (the "CEO") evaluates the performance of the Company's portfolio of retail properties and determines how resources are allocated.

Accordingly, the CEO has been deemed the chief operating decision maker (the "CODM").

The Company generates substantially all of its earnings from multi-tenant essential retail properties located in the Sun Belt, and the CODM regularly evaluates the performance of the Company and its retail portfolio on a consolidated basis.

The CODM does not distinguish the Company's principal business, or group its operations, by geography or size for the purposes of measuring performance.

As the CODM reviews, analyzes, makes decisions, and allocates resources on a consolidated basis, the Company has determined it has a single operating and reportable segment, its portfolio of multi-tenant retail properties.

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.

8 unchanged sentences

During the years ended December 31, 2025, 2024, and 2023 the Company did not have any operations within TRSs.

Income tax expense for the years ended December 31, 2024, 2023 and 2022 generally pertains to Texas margin tax.

The Company has accrued no material interest or penalties relating to income taxes.

Income tax expense for the years ended December 31, 2025, 2024 and 2023 is $ 568 , $ 543 , and $ 517 , respectively.

These amounts pertain to Texas margin tax.

The Company has no unrecognized tax benefits and no material interest or penalties relating to income taxes.

As of December 31, 2025, the Company's 2024, 2023, and 2022 tax years remain subject to examination by U.S.

and various state tax jurisdictions.

Recently Issued Accounting Pronouncements Adopted

Standard Description Date of adoption Effect on the financial statements

or other significant matters

Improvements to

Reportable Segment

Disclosures (Topic 280) The Accounting Standards Update ("ASU") is intended

to improve financial reporting by requiring enhanced

disclosures about significant segment expenses that are

regularly provided to the chief operating decision maker

so investors can better understand an entity's overall

performance and assess future cash flows.

In addition, the amendments enhance interim disclosure

requirements, clarify circumstances in which an entity

can disclose multiple segment measures of profit or

loss, provide new segment disclosure requirements for

entities with a single reportable segment, and contain

other disclosure requirements.

January 2024 The Company has evaluated this guidance and determined that its impact is limited to incremental disclosure and will not have an impact on the Company's financial position, results of operations, or cash flows.

The incremental disclosures pertaining to the Company's single reportable segment have been included in "Note 12.

Segment Information" .

Recently Issued Accounting Pronouncements Not Yet Adopted

1 unchanged sentence

or other significant matters

Disaggregation of Income Statement Expenses (Subtopic 220-40) and related updates The ASU is intended to improve financial reporting by requiring more granular disclosures about an entity’s expenses so investors can better understand performance, prospects for future cash flows and comparability over time.

Disaggregation of Income Statement Expenses (Subtopic 220-40) and related updates The Accounting Standards Update ("ASU") is intended to improve financial reporting by requiring more granular disclosures about an entity’s expenses so investors can better understand performance, prospects for future cash flows and comparability over time.

The primary goal is to improve the decision-usefulness of expense information through disaggregation of relevant expense captions in the notes to the financial statements.

Annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

The Company continues to evaluate

this guidance and expects the impact to be limited to incremental disclosure.

The Company does not expect the standard to have an impact on the Company's financial position, results of

operations, or cash flows.

The Company continues to evaluate this guidance and expects the impact to be limited to incremental disclosure.

The Company does not expect the standard to have an impact on the Company's financial position, results of operations, or cash flows.

Interim Reporting (Topic 270) and related updates The ASU is intended to improve the navigability of the interim reporting guidance by clarifying when it applies and creating a comprehensive list of required interim disclosures.

The ASU incorporates an interim disclosure principle requiring entities to disclose material events and changes that occur after the end of the most recent annual reporting period.

Interim reporting periods within annual reporting periods beginning after December 15, 2027.

The ASU states that U.S.

Securities and Exchange Commission ("SEC") registrants should refer to the relevant form and content requirements under Reg S-X, Rule 10-01 and Reg S-X, Rule 8-03.

As the Company is already in compliance with the aforementioned requirements, the Company does not expect this guidance to result in meaningful changes in the Company's interim disclosure.

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.

7 unchanged sentences

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 fifty-six years .

The remaining lease terms range from less than one year to fifty-five years .

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

7 unchanged sentences

Short-term and other lease income 4,457 4,567 4,389

Lease termination income 1,364 836 339

Termination fee income 308 1,364 836

Straight-line rent adjustments, net 3,671 3,400 3,349

(Provision for) reversal of uncollectable billed rent and recoveries ( 430 ) ( 1,033 ) 267

Provision for estimated credit losses ( 1,037 ) ( 430 ) ( 1,033 )

Lease income, net $ 297,477 $ 272,440 $ 257,146

1 unchanged sentence

The following table reflects the retail properties acquired during the year ended December 31, 2025:

Date Property Market Square Feet Gross

Acquisition Price Intangible Assets Intangible Liabilities Assumption of Mortgage Debt

2/1/24 The Plant (a) Phoenix, AZ 57 $ 29,500 $ 4,467 $ 540 $ 13,000

4/9/24 Moores Mill Atlanta Metro Area, GA 70 28,000 6,710 1,451 —

6/13/24 Maguire Groves (b) Orlando-Kissimmee, FL 33 16,100 1,652 406 —

8/6/24 Scottsdale North Marketplace Phoenix, AZ 66 23,000 2,691 1,295 —

10/9/24 Stonehenge Village Richmond, VA 214 62,100 10,630 3,725 —

11/26/24 The Forum Cape Coral-Fort Myers, FL 186 41,370 12,359 2,736 —

12/18/24 Market at Mill Creek Charleston-Berkeley-Dorchester, SC 80 27,300 6,109 1,432 —

12/18/24 Nexton Square Charleston-Berkeley-Dorchester, SC 134 54,700 9,410 5,850 —

Month Acquired Property Market Square Feet Gross Acquisition Price Assumption of

Mortgage Debt

Apr-25 Plaza Escondida (a) Tucson, AZ 91 $ 23,000 $ 7,981

Apr-25 Carmel Village Charlotte-Gastonia-Concord, NC 54 19,925 —

Jun-25 West Ashley Station (b) Charleston-Berkeley-Dorchester, SC 79 26,600 —

Jun-25 Twelve Oaks Shopping Center Savannah, GA 106 35,850 —

Jul-25 The Marketplace at Encino Park San Antonio, TX 92 38,500 —

Jul-25 West Broad Marketplace Richmond Metro Area, VA 386 86,000 —

Aug-25 Asheville Market (c) Asheville, NC 130 45,700 22,281

Sep-25 Rea Farms Charlotte-Gastonia-Concord, NC 183 80,000 —

Dec-25 Daniels Marketplace (d) Cape Coral - Fort Myers, FL 131 72,250 30,250

Dec-25 Mesa Shores Phoenix - Mesa - Chandler, AZ 111 36,750 —

1,363 $ 464,575 $ 60,512

(a) The Company recognized a fair value adjustment of $ 507 related to the mortgage payable secured by the property.

(b) Maguire Groves is immediately adjacent to Plantation Grove, a Publix anchored neighborhood center wholly-owned by the Company.

The Company operates these properties under the Plantation Grove name.

(b) The Company recognized a finance lease liability of $ 10,973 associated with the ground lease assumed upon acquisition.

See " Note 13.

Commitments and Contingencies ".

(d) The Company recognized a fair value adjustment of $ 967 related to the mortgage payable secured by the property.

The following table reflects the retail properties acquired during the year ended December 31, 2024:

Date Property Market Square Feet Gross

Acquisition Price Intangible Assets Intangible Liabilities Assumption of Mortgage Debt

1/18/23 Bay Colony (a) Houston-Sugar Land-Baytown, TX 416 $ 79,100 $ 16,586 $ 1,937 $ 41,969

1/18/23 Blackhawk Town Center (a) Houston-Sugar Land-Baytown, TX 127 26,300 3,123 184 13,008

1/18/23 Cyfair Town Center (a) Houston-Sugar Land-Baytown, TX 433 79,200 17,229 4,160 30,880

1/18/23 Stables Town Center (a) Houston-Sugar Land-Baytown, TX 148 37,000 8,155 676 6,611

6/2/23 The Shoppes at Davis Lake Charlotte-Gastonia-Concord, NC 91 22,400 3,551 123 —

Month Acquired Property Market Square Feet Gross

Acquisition Price Assumption of Mortgage Debt

Feb-24 The Plant (a) Phoenix, AZ 57 $ 29,500 $ 13,000

Apr-24 Moores Mill Atlanta Metro Area, GA 70 28,000 —

Jun-24 Maguire Groves (b) Orlando-Kissimmee, FL 33 16,100 —

Aug-24 Scottsdale North Marketplace Phoenix, AZ 66 23,000 —

Oct-24 Stonehenge Village Richmond, VA 214 62,100 —

Nov-24 The Forum Cape Coral-Fort Myers, FL 186 41,370 —

Dec-24 Market at Mill Creek Charleston-Berkeley-Dorchester, SC 80 27,300 —

Dec-24 Nexton Square Charleston-Berkeley-Dorchester, SC 134 54,700 —

840 $ 282,070 $ 13,000

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

Investment in Unconsolidated Entities".

The Company recognized a fair value adjustment of $ 692 related to the pooled mortgage debt on these properties.

Retail properties acquired during the years ended December 31, 2024 and 2023 were accounted for as asset acquisitions.

The Company capitalized acquisition costs of $ 1,116 and $ 150 for retail properties acquired during the years ended December 31, 2024 and 2023, respectively.

(a) The Company recognized a fair value adjustment of $ 410 related to the mortgage payable secured by the property.

(b) Maguire Groves is immediately adjacent to Plantation Grove, a Publix anchored neighborhood center wholly-owned by the Company.

The Company operates these properties under the Plantation Grove name.

The following table presents the Company's purchase price allocations of retail properties acquired, accounted for as asset acquisitions, during the year ended December 31, 2025 and 2024:

2025 Acquisitions 2024 Acquisitions

Amount Weighted Average

Useful Life (in Years) Amount Weighted Average

Useful Life (in Years)

Land $ 72,346 N/A $ 50,074 N/A

Building, roofs, and site improvements 326,873 28.1 195,281 27.2

Finance lease fair value adjustment (a) ( 2,008 ) 66.6 — N/A

In-place lease intangibles 93,735 8.5 52,652 8.3

Above-market lease intangibles 2,500 7.9 1,376 5.5

Mortgage payable fair value adjustments 2,081 3.6 410 1.3

Below-market lease intangibles ( 32,641 ) 14.3 ( 17,435 ) 16.4

Net assets acquired 462,886 282,358

Capitalized acquisition costs ( 2,571 ) ( 1,116 )

Closing credits 4,260 828

Gross acquisition price $ 464,575 $ 282,070

(a) The Company recognized a fair value adjustment to the finance lease right-of-use ("ROU") asset related to the ground lease assumed upon the acquisition of West Ashley Station.

See " Note 13.

Commitments and Contingencies ".

Disposed Properties

The following table reflects the real property disposed of during the year ended December 31, 2024:

Date Property Market Square Feet Gross

The following table presents the real property disposed of during the year ended December 31, 2025:

Month Disposed Property Market Square Feet Gross

Disposition Price Gain on Sale

Jun-25 California portfolio (a) California 746 $ 306,000 $ 90,909

Sep-25 Custer Creek Village (b) Dallas - Fort Worth - Arlington, TX N/A 229 52

746 $ 306,229 $ 90,961

(a) The Company disposed of five properties, consisting of River Oaks Shopping Center, Campus Marketplace, Old Grove Marketplace, Bear Creek Village Center, and Pavilion at La Quinta, as part of a portfolio sale.

(b) This disposition was related to the completion of a partial condemnation at one retail property.

The following table presents the real property disposed of during the year ended December 31, 2024:

Month Disposed Property Market Square Feet Gross

Disposition Price Gain (Loss)

7/22/24 Eldridge Town Center & Windermere Village (a) Houston - Sugar Land - Baytown, TX N/A $ 602 $ 334

10/31/24 Stevenson Ranch So.

California - Los Angeles, CA 187 57,800 ( 614 )

12/13/24 Eldridge Town Center & Windermere Village (b) Houston - Sugar Land - Baytown, TX 31 10,150 4,137

Jul-24 Eldridge Town Center & Windermere Village (a) Houston-Sugar Land-Baytown, TX N/A $ 602 $ 334

Oct-24 Stevenson Ranch Los Angeles, CA 187 57,800 ( 614 )

Dec-24 Eldridge Town Center & Windermere Village (b) Houston-Sugar Land-Baytown, TX 31 10,150 4,137

218 $ 68,552 $ 3,857

2 unchanged sentences

Subsequent to the transaction, the Company continues to operate the remaining property under the Eldridge Town Center name.

The following table reflects the real property disposed of during the year ended December 31, 2023:

Date Property Market Square Feet Gross

Disposition Price Gain on Sale

06/20/23 Shops at Galleria (a) Austin - Round Rock, TX N/A $ 1,692 $ 984

8/25/23 Trowbridge Crossing Atlanta Metro Area, GA 63 11,450 1,707

63 $ 13,142 $ 2,691

(a) This disposition was related to the completion of a partial condemnation at one retail property.

Investment in Unconsolidated Entities

51 unchanged sentences

Total $ 185,535 $ 8,428 $ 68,475 $ 16,240

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

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

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, 2025 and 2024, the Company was in compliance with all loan covenants.

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

On October 17, 2023, the Company extended the maturity of its $ 92.5 million cross-collateralized mortgage debt maturing in 2023 by exercising one of its two 12-month extension options.

On December 22, 2023, the Company partially paid down the mortgage debt by $ 20.0 million, resulting in the release of Blackhawk Town Center from collateralization.

On June 5, 2024, the Company extinguished the $ 7.3 million and $ 8.4 million pooled mortgages payable secured by Plantation Grove and Suncrest Village, respectively, with its available liquidity.

On September 27, 2024, the Company extinguished the remaining $ 72.5 million pooled mortgage payable secured by Cyfair Town Center, Bay Colony, and Stables Town Center with its available liquidity.

Mortgages Payable

During the years ended December 31, 2025 and 2024, the Company assumed aggregate mortgages payable of $ 60.5 million and $ 13.0 million, respectively.

During the years ended December 31, 2025 and 2024, the Company extinguished aggregate mortgages payable of $ 35.9 million and $ 88.2 million, respectively, with its available liquidity.

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 October 23, 2024, the Company entered into a third amendment to the Amended Revolving Credit Agreement, which provides for, among other things, an increase in the revolving commitments thereunder from $ 350.0 million to $ 500.0 million and an extension of the maturity date to January 15, 2029, with one 6-month extension option.

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 has a $ 500.0 million revolving credit facility (the "Revolving Credit Facility").

The Revolving Credit Facility is scheduled to mature on January 15, 2029, with one 6-month extension option.

On August 25, 2025, the Company entered into an amendment to the Revolving Credit Facility (the "Revolving Credit Facility Amendment," and the Revolving Credit Facility as amended, the "Amended Revolving Credit Facility"), which modified the applicable interest rate thereunder by removing the credit spread adjustment to SOFR, in addition to other modifications.

As of December 31, 2025, the Company had available liquidity of $ 445.0 million under its Amended Revolving Credit Facility.

On August 25, 2025, the Company entered into an amendment (the "Term Loan Amendment") to its $ 400.0 million Term Loan Credit Agreement (as amended, the "Amended Term Loan Agreement"), which provides for, among other things, an extension of the maturity dates of each tranche.

The Amended Term Loan Agreement consists of a $ 200.0 million 5-year tranche maturing on August 26, 2030, and a $ 200.0 million 5.5-year tranche maturing February 24, 2031.

The Term Loan Amendment also modified the interest rates, with each tranche bearing interest at a rate equal to, at the Company's option, term SOFR, daily simple SOFR or the adjusted base rate (with no credit spread adjustment) plus a margin ranging from 115 to 160 basis points (in the case of SOFR loans) and 15 to 60 basis points (in the case of base rate loans), in each case, based on the Company’s leverage ratio.

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").

The Notes were issued at par 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.

The Notes are 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.

Finance Lease Liability

On June 10, 2025, in connection with its acquisition of West Ashley Station, the Company assumed a ground lease and recognized a related finance lease liability of $ 10,973 .

As of December 31, 2025, the balance of the finance lease liability was $ 11,082 .

See " Note 13.

Commitments and Contingencies ".

The following table summarizes the Company's debt as of December 31, 2025 and 2024:

2 unchanged sentences

Mortgages Payable

Fixed rate mortgages payable Various Fixed 3.97 % (a) $ 93,380 4.01 % (a) $ 96,080

Variable rate mortgages payable (b) N/A Variable N/A — 1M SOFR+

Total mortgages payable Various Fixed 4.28 % (a) $ 117,605 3.97 % (a) $ 93,380

Total 117,605 93,380

$ 200.0 million 5 year

9/22/26 Fixed 2.81 % (d) 100,000 2.81 % (d) 100,000

Aug-30 Fixed 2.66 % (b) 100,000 2.81 % (b) 100,000

$ 200.0 million 5 year

9/22/26 Fixed 2.81 % (d) 100,000 2.81 % (d) 100,000

Aug-30 Fixed 2.66 % (b) 100,000 2.81 % (b) 100,000

$ 200.0 million 5.5 year

3/22/27 Fixed 2.78 % (d) 50,000 2.77 % (d) 50,000

Feb-31 Fixed 2.63 % (c) 50,000 2.78 % (b) 50,000

$ 200.0 million 5.5 year

3/22/27 Fixed 2.84 % (d) 50,000 2.76 % (d) 50,000

Feb-31 Fixed 2.69 % (c) 50,000 2.84 % (b) 50,000

$ 200.0 million 5.5 year

3/22/27 Fixed 4.99 % (d) 100,000 4.99 % (d) 100,000

Feb-31 Fixed 4.84 % (c) 100,000 4.99 % (b) 100,000

Total 400,000 400,000

$ 150.0 million Series A Notes

8/11/29 Fixed 5.07 % 150,000 5.07 % 150,000

Aug-29 Fixed 5.07 % 150,000 5.07 % 150,000

$ 100.0 million Series B Notes

8/11/32 Fixed 5.20 % 100,000 5.20 % 100,000

Aug-32 Fixed 5.20 % 100,000 5.20 % 100,000

Total 250,000 250,000

Revolving Line of Credit

$ 500.0 million total capacity (e)

1/15/29 Variable 1M SOFR +

1.15 % (c)(f)

1.14 % (c)(f)

Total debt 4.03 % 743,380 4.29 % 818,548

$ 500.0 million total capacity

Jan-29 Variable 1M SOFR +

1.05 % (d)(e)

55,000 1M SOFR +

1.15 % (d)(e)

Total secured and unsecured debt 4.04 % 822,605 4.03 % 743,380

Finance Lease Liability

West Ashley Station Ground Lease Jan-92 N/A N/A 11,082 N/A N/A

Debt discounts and financing costs, net ( 7,806 ) ( 2,965 )

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

(b) These mortgages payable were cross-collateralized by three properties and were extinguished on September 27, 2024.

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

(e) Prior to the third amendment, the total capacity on the Revolving Line of Credit was $ 350.0 million.

(f) Interest rate applies to drawn balance only.

Additional annual facility fee of 0.15 % applies to entire line of credit capacity.

The following table summarizes the scheduled maturities of the Company's mortgages payable as of December 31, 2024:

(b) Interest rates reflect the fixed rates achieved through the Company's effective interest rate swaps terminating on September 22, 2026, at which point the fixed interest rate will become 4.50 %.

(c) Interest rates reflect the fixed rates achieved through the Company's effective interest rate swaps terminating on March 22, 2027, at which point the weighted average fixed interest rate will become 4.58 %.

(d) As of December 31, 2025 and 2024, 1-Month Term SOFR was 3.69 % and 4.33 %, respectively.

(e) Interest rate applies to drawn balance only.

An additional annual facility fee of 0.15 % applies to entire line of credit capacity.

The following table summarizes the scheduled payments and maturities of the Company's debt as of December 31, 2025:

Scheduled maturities by year:

Principal Balance

Mortgage Payments Mortgage Maturities Term Loan &

Senior Notes Revolving

Line of Credit Total

2026 $ 773 $ — $ — $ — $ 773

2027 810 26,000 — — 26,810

2028 495 21,321 — — 21,816

2029 449 61,750 150,000 55,000 267,199

2030 154 5,853 200,000 — 206,007

Thereafter — — 300,000 — 300,000

Total $ 2,681 $ 114,924 $ 650,000 $ 55,000 $ 822,605

Finance lease liability 11,082

Debt discounts and financing costs, net ( 7,806 )

Total Debt, net $ 825,881

Interest Rate Swaps

As of December 31, 2024, the Company is party to five effective interest rate swap agreements which achieve fixed interest rates through the maturity dates of the Amended Term Loan Agreement.

The following table summarizes the Company's five effective interest rate swaps as of December 31, 2024:

As of December 31, 2025, the Company was party to five effective and four forward-starting interest rate swap agreements, the latter of which address the periods between the termination 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 five effective interest rate swaps as of December 31, 2025 and 2024:

Interest Rate Swaps Effective

Date Termination Date InvenTrust Receives InvenTrust Pays Fixed Rate of Fixed Rate Achieved Notional

Date Termination

Date InvenTrust

Receives InvenTrust Pays

Fixed Rate of Fixed Rate

Achieved (a) Notional

5.5 year Term Loan

4/3/23 3/22/27 1-Month SOFR 3.69 % 4.84 % $ 100,000

3.69 % 4.99 % $ 100,000

5 year Term Loan

12/21/23 9/22/26 1-Month SOFR 1.51 % 2.66 % 100,000

1.51 % 2.81 % 100,000

5 year Term Loan

12/21/23 9/22/26 1-Month SOFR 1.51 % 2.66 % 100,000

1.51 % 2.81 % 100,000

5.5 year Term Loan

6/21/24 3/22/27 1-Month SOFR 1.54 % 2.69 % 50,000

1.54 % 2.84 % 50,000

5.5 year Term Loan

6/21/24 3/22/27 1-Month SOFR 1.48 % 2.63 % 50,000

1.48 % 2.78 % 50,000

The following table summarizes the Company's five effective and two forward interest rate swaps as of December 31, 2023:

(a) Interest rates reflect the Company's current credit spread of 1.15 % as of December 31, 2025.

The following table summarizes the Company's four forward-starting interest rate swaps as of December 31, 2025:

Forward-Starting

Interest Rate Swaps Effective

Date Termination Date InvenTrust Receives InvenTrust Pays Fixed Rate of Fixed Rate Achieved Notional

5.5 Year Term Loan

12/2/19 6/21/24 1-Month SOFR

1.47 % 2.77 % $ 50,000

5.5 Year Term Loan

12/2/19 6/21/24 1-Month SOFR

1.46 % 2.76 % 50,000

5.5 Year Term Loan

4/3/23 3/22/27 1-Month SOFR

3.69 % 4.99 % 100,000

Date Termination

Date InvenTrust

Receives InvenTrust Pays

Fixed Rate of Fixed Rate

Achieved (a) Notional

5 year Term Loan

12/21/23 9/22/26 1-Month SOFR

1.51 % 2.81 % 100,000

9/22/26 8/26/30 Daily SOFR 3.35 % 4.50 % $ 100,000

5 year Term Loan

12/21/23 9/22/26 1-Month SOFR

1.51 % 2.81 % 100,000

9/22/26 8/26/30 Daily SOFR 3.35 % 4.50 % 100,000

5.5 year Term Loan

6/21/24 3/22/27 1-Month SOFR

1.48 % 2.78 % $ 50,000

3/22/27 2/24/31 Daily SOFR 3.42 % 4.57 % 100,000

5.5 year Term Loan

6/21/24 3/22/27 1-Month SOFR

1.54 % 2.84 % 50,000

3/22/27 2/24/31 Daily SOFR 3.43 % 4.58 % 100,000

(a) Interest rates reflect the Company's current credit spread of 1.15 % as of December 31, 2025.

The following table summarizes the effects of derivative financial instruments on the consolidated financial statements for the years ended December 31, 2025, 2024 and 2023:

Location and amount of gain recognized in accumulated

comprehensive income Location and amount of gain (loss)

Location and amount of (loss) gain recognized in accumulated

comprehensive income (loss) Location and amount of gain (loss)

reclassified from accumulated

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

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

2025 2024 2023 2025 2024 2023 2025 2024 2023

Unrealized gain on derivatives $ 9,019 $ 6,228 $ 32,052 Interest expense, net $ 12,667 $ 14,875 $ 1,009 Interest expense, net $ 37,100 $ 38,138 $ 26,777

Unrealized (loss) gain on derivatives $ ( 807 ) $ 9,019 $ 6,228 Interest expense, net $ 8,858 $ 12,667 $ 14,875 Interest expense, net $ 34,519 $ 37,100 $ 38,138

Fair Value Measurements

5 unchanged sentences

Level 1 Level 2 (c) Level 3 Level 1 Level 2 (c) Level 3

Derivative interest rate swaps — $ 14,426 — — $ 18,074 —

Derivative interest rate swap assets $ — $ 5,196 $ — $ — $ 14,426 $ —

Derivative interest rate swap liabilities $ — $ ( 435 ) $ — $ — $ — $ —

(a) During the twelve months subsequent to December 31, 2025, an estimated $ 4,267 of derivative interest rate balances recognized in accumulated comprehensive income will be reclassified into earnings.

8 unchanged sentences

Investment Properties

During the year ended December 31, 2024, the Company recorded an impairment of real estate assets of $ 3,854 on one retail property after receiving and accepting a letter of intent to purchase the property for less than its carrying value.

The estimated fair value of the property was based on this negotiated letter of intent.

The property was sold on October 31, 2024 for $ 57,800 , resulting in a loss on sale of $ 614 , which was primarily closing costs.

During the years ended December 31, 2023 and 2022, the Company had no Level 3 nonrecurring fair value measurements.

During the year ended December 31, 2025, the Company had no Level 3 nonrecurring fair value measurements.

During the year ended December 31, 2024, the Company recorded an impairment of real estate assets of $ 3,854 on one retail property.

The property was sold on October 31, 2024 for $ 57,800 , resulting in a loss on sale of $ 614 , which was primarily related to closing costs.

Financial Instruments Not Measured at Fair Value

9 unchanged sentences

Term loans 400,000 398,701 4.64 % 400,000 400,170 5.29 %

Revolving line of credit — — N/A — — N/A

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.

Revolving line of credit 55,000 54,957 4.37 % — — N/A

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

Debt instrument valuations within Level 2 of the fair value hierarchy.

Earnings Per Share and Equity Transactions

11 unchanged sentences

Net income per common share - diluted $ 1.42 $ 0.19 $ 0.08

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.

The Company maintains 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.

During the year ended December 31, 2025, no shares were issued under the ATM Program.

As of December 31, 2025, $ 236.7 million of common stock remains available for issuance under the ATM Program.

6 unchanged sentences

254,082 $ 30.96 $ 7,866 $ 99 $ 7,767

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.

Share Repurchase Program

The Company maintains 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.

6 unchanged sentences

Incentive Award Plan

The Company's Board adopted the InvenTrust Properties Corp.

2015 Incentive Award Plan effective as of June 19, 2015 (the "Incentive Award Plan").

Any forfeited awards or unearned performance shares subject to an award are added back to the Share Limit.

As of December 31, 2024, outstanding restricted stock unit ("RSU") awards are categorized as either time-based awards or market-based awards.

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

As of December 31, 2025, outstanding awards of RSUs were categorized as either time-based awards or market-based awards, each with tandem dividend equivalents.

As of December 31, 2025, 2,514,805 shares were available for future issuance under the Incentive Award Plan.

31 unchanged sentences

Year ended December 31

2025 2024 2023

Shares purchased 24,209 13,907 11,728

Discounted issuance price $ 20.14 $ 20.07

Weighted average discounted issuance price $ 20.17 $ 20.14 $ 20.07

Issuance proceeds $ 488 $ 280 $ 235

9 unchanged sentences

Segment Information

Single Reportable Segment

The Company's Chief Executive Officer (the "CEO") evaluates the performance of the Company's portfolio of retail properties and determines how resources are allocated.

Accordingly, the CEO has been deemed the chief operating decision maker (the "CODM").

The CODM does not distinguish the Company's principal business, or group its operations by geography or size for the purposes of measuring performance.

Segment Performance

The CODM believes net income or loss determined in accordance with GAAP is the most appropriate earnings measurement to assess the Company's overall performance.

The chief operating decision maker (the "CODM") believes net income or loss determined in accordance with GAAP is the most appropriate earnings measurement to assess the Company's overall performance.

Additionally, the CODM evaluates the consolidated performance of the Company's portfolio of retail properties based on Net Operating Income ("NOI"), a supplemental non-GAAP measure.

NOI excludes general and administrative expenses, depreciation and amortization, other income and expense, net, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, impairment of real estate assets, interest expense, net, equity in (losses) earnings of unconsolidated entities, lease termination income and expense, and GAAP rent adjustments such as amortization of market lease intangibles, amortization of lease incentives, and straight-line rent adjustments ("GAAP Rent Adjustments").

NOI excludes general and administrative expenses, depreciation and amortization, other income and expense, net, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, impairment of real estate assets, interest expense, net, lease termination income and expense, and GAAP rent adjustments such as amortization of market lease intangibles, amortization of lease incentives, and straight-line rent adjustments ("GAAP Rent Adjustments").

The CODM believes the supplemental non-GAAP measure of NOI is an important measure in assessing operating performance and provides added comparability across periods when evaluating the Company's financial condition and operating performance that is not readily apparent from "Net income" in accordance with GAAP.

Operating retail properties generally require capital investments, including value-enhancing development and redevelopment projects and leasing commissions.

During the years ended December 31, 2024 and 2023, the Company spent $ 36,116 and $ 35,744 on capital investments and leasing costs, respectively.

Retail properties generally require capital investments, including value-enhancing development and redevelopment projects and leasing commissions.

During the year ended December 31, 2025 and 2024, the Company paid $ 44,522 and $ 36,116 of capital investments and leasing costs, respectively.

As of December 31, 2025 and 2024, total accrued capital investments and leasing costs were $ 4,248 and $ 3,620 , respectively.

8 unchanged sentences

Other income and expense, net ( 3,575 ) ( 3,755 ) ( 5,480 )

Equity in losses (earnings) of unconsolidated entities — 557 ( 3,663 )

Equity in losses of unconsolidated entities — — 557

Interest expense, net 34,519 37,100 38,138

28 unchanged sentences

The Company formed the Captive as part of its overall risk management program and to stabilize insurance costs, manage exposures, and recoup expenses through the function of the captive program.

In January 2025, the Captive began underwriting the first layer of general liability insurance.

An actuarial analysis is performed to estimate future projected claims, related deductibles, and projected expenses necessary to fund associated risk management programs.

The Captive generally establishes annual premiums based on projections derived from the past loss experience.

The Captive is capitalized in accordance with the applicable regulatory requirements.

During the year ended December 31, 2023, the Captive incurred no claims.

During the year ended December 31, 2024, the Captive incurred estimated claims of $ 881 , of which $ 61 has been paid.

Operating Lease Commitments

The Company is the lessee under various operating leases for corporate office space for which the Company recognizes right-of-use ("ROU") assets and related lease liabilities.

The following table summarizes the Company's operating lease arrangements:

The following table summarizes the activity in the liability for unpaid losses and loss adjustment expenses:

Year ended December 31

Balance at the beginning of the year $ 820 $ —

Incurred related to:

Current year 394 881

Prior years 22 —

Total incurred 416 881

Paid related to:

Current year ( 94 ) ( 61 )

Prior years ( 842 ) —

Total paid ( 936 ) ( 61 )

Balance at the end of the year $ 300 $ 820

Lessee Operating and Finance Lease Commitments

The Company has non-cancelable leases for corporate office space for which the Company recognizes operating lease ROU assets and related lease liabilities.

The land underlying West Ashley Station is subject to a long-term ground lease whereby the Company, as lessee, is required to pay fixed and variable rent.

On June 10, 2025, the Company recognized a finance lease ROU asset of $ 8,965 , inclusive of an initial fair value adjustment of $ 2,008 , and related finance lease liability of $ 10,973 .

The ground lease expires in January 2092.

For operating and finance leases, the discount rate applied to initially measure each ROU asset and lease liability is based on the Company's incremental borrowing rate ("IBR"), as the rates implicit in the lease are not readily determinable.

The Company utilizes a market-based approach to estimate an IBR for each lease, which generally considers market-based interest rates and publicly available data for instruments with similar characteristics.

The Company also considers adjustments, as needed, related to tenor, credit spreads, and credit ratings, if not fully incorporated by the aforementioned data sets.

The following table summarizes the Company's operating and finance leases as of December 31, 2025 and December 31, 2024:

Balance Sheet Caption December 31, 2025 December 31, 2024

2 unchanged sentences

Operating lease liabilities Other liabilities $ ( 2,129 ) $ ( 2,528 )

Weighted-average remaining lease term 5.2 years 6.0 years

Weighted-average discount rate 4.49 % 4.47 %

The following table summarizes the Company's operating lease arrangements:

Statement of Operations and

Comprehensive Income (Loss) Caption Year ended December 31

Minimum lease payments General and administrative $ 559 $ 570

Variable lease payments General and administrative 300 298

Short-term lease payments General and administrative 200 114

Total lease cost $ 1,059 $ 982

The following table summarizes the Company's future minimum operating lease obligations as of December 31, 2024:

Scheduled minimum payments by year:

Finance lease ROU asset Building and other improvements $ 8,965 $ —

Finance lease ROU accumulated amortization Accumulated depreciation $ ( 75 ) $ —

Finance lease liability Debt, net $ ( 11,082 ) $ —

Weighted-average remaining lease term - Operating leases 4.5 years 5.2 years

Weighted-average remaining lease term - Finance lease 66.1 years N/A

Weighted-average discount rate - Operating leases 4.48 % 4.49 %

Weighted-average discount rate - Finance lease 6.80 % N/A

The following table summarizes the Company's lease costs for the years ended December 31, 2025 and 2024:

Statement of Operations Expense Caption Year ended December 31

Operating lease costs:

Minimum lease cost General and administrative $ 431 $ 559

Variable lease cost General and administrative 299 300

Short-term lease cost General and administrative — 200

Finance lease costs:

Amortization of ROU asset Depreciation and amortization $ 75 $ —

Interest on lease liability Interest expense, net $ 416 $ —

Variable lease cost Property operating $ 79 $ —

The following table summarizes the Company's future minimum lease obligations as of December 31, 2025:

Future Minimum Lease Payments

Scheduled minimum payments by year:

Operating Leases Finance Lease

2026 $ 517 $ 550

Thereafter — 71,211

2 unchanged sentences

Present value of net minimum lease payments $ 2,129 $ 11,082

(a) Interest includes the amount necessary to reduce the total expected minimum lease obligations to present value calculated at the Company's incremental borrowing rate.

(a) Interest includes the amount necessary to reduce the total expected minimum lease obligations to present value calculated at the Company's IBR.

Subsequent Events

5 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) Year Acquired

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

Antoine Town Center

Houston, TX $ — $ 5,327 $ 14,333 $ — $ ( 1,377 ) $ 5,327 $ 12,956 $ 18,283 $ 2,777 2020

Asheville Market

Asheville, NC 22,160 7,986 33,696 — 82 7,986 33,778 41,764 554 2025

Houston, TX — 8,287 41,714 — 4,622 8,287 46,336 54,623 5,969 2023

Bonita Springs, FL — 1,687 9,283 — 112 1,687 9,395 11,082 1,480 2022

Bear Creek Village Center

Wildomar, CA — 3,523 12,384 — ( 799 ) 3,523 11,585 15,108 5,922 2009

Bent Tree Plaza

4 unchanged sentences

Atlanta, GA — 7,565 27,104 — 4,898 7,565 32,002 39,567 14,600 2009

Campus Marketplace

San Marcos, CA — 26,928 43,445 55 1,239 26,983 44,684 71,667 12,612 2017

Carmel Village

Charlotte, NC — 3,244 15,551 — 105 3,244 15,656 18,900 440 2025

Cary Park Town Center

Cary, NC — 5,555 17,280 — 130 5,555 17,410 22,965 5,394 2017

Commons at University Place

University Place

Durham, NC — 3,198 17,909 — ( 8 ) 3,198 17,901 21,099 4,268 2019

5 unchanged sentences

Houston, TX — 16,184 48,566 — 2,026 16,184 50,592 66,776 6,398 2023

Daniels Marketplace

Fort Myers, FL 30,250 6,527 60,905 — ( 63 ) 6,527 60,842 67,369 185 2025

Eastfield Village

12 unchanged sentences

Kennesaw, GA — 12,587 51,860 — 737 12,587 52,597 65,184 13,955 2018

Kyle Marketplace

Kyle, TX — 6,076 48,220 711 681 6,787 48,901 55,688 12,358 2017

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) Year Acquired

Lakeside & Lakeside Crossing

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

Kyle Marketplace

Kyle, TX $ — $ 6,076 $ 48,220 $ 711 $ 599 $ 6,787 $ 48,819 $ 55,606 $ 14,077 2017

Lakeside Crossing

Winter Park, FL — 16,594 41,085 — ( 100 ) 16,594 40,985 57,579 9,982 2019

3 unchanged sentences

Westlake Hills, TX — 1,200 6,274 ( 64 ) ( 34 ) 1,136 6,240 7,376 3,825 2007

Mesa, AZ — 13,056 19,378 — ( 6 ) 13,056 19,372 32,428 71 2025

Atlanta, GA — 5,180 17,653 — 10 5,180 17,663 22,843 1,154 2024

3 unchanged sentences

Charlotte, NC — 7,591 21,303 — 931 7,591 22,234 29,825 7,249 2016

Old Grove Marketplace

Oceanside, CA — 12,545 8,902 — 472 12,545 9,374 21,919 2,967 2016

Pavilion at La Quinta

La Quinta, CA — 15,200 20,947 — 1,217 15,200 22,164 37,364 11,123 2009

Peachland Promenade

Port Charlotte, FL — 1,742 6,502 4,158 10,856 5,900 17,358 23,258 4,992 2009

PGA Plaza Palm Beach Gardens

Palm Beach Gardens, FL — 10,414 75,730 — 1,419 10,414 77,149 87,563 19,730 2018

Plantation Grove & Maguire Grove

Plantation Grove &

Maguire Grove

Ocoee, FL — 5,791 19,037 — 1,280 5,791 20,317 26,108 4,002 2014 & 2024

Plaza Escondida

Oro Valley, AZ 7,695 2,713 19,541 — 84 2,713 19,625 22,338 574 2025

Plaza Midtown

2 unchanged sentences

Dallas, TX — 22,055 22,140 — 1,302 22,055 23,442 45,497 4,696 2021

Charlotte, NC — 7,814 61,785 — 98 7,814 61,883 69,697 791 2025

Renaissance Center

2 unchanged sentences

Orlando, FL — 5,171 26,903 676 2,073 5,847 28,976 34,823 10,207 2015

Santa Clarita, CA — 24,598 88,418 — 3,228 24,598 91,646 116,244 22,416 2017

Riverview Village

3 unchanged sentences

Woodstock, GA — 1,443 5,630 — 102 1,443 5,732 7,175 3,038 2009

Sandy Plains Centre

Marietta, GA — 12,364 27,270 652 4,600 13,016 31,870 44,886 6,151 2018

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) Year Acquired

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

Sandy Plains Centre

Marietta, GA $ — $ 12,364 $ 27,270 $ 652 $ 5,702 $ 13,016 $ 32,972 $ 45,988 $ 7,294 2018

Sarasota Pavilion

6 unchanged sentences

Austin, TX 31,500 28,233 76,769 — 2,404 28,233 79,173 107,406 12,040 2022

Shops at Fairview Town Center

Fairview Town Center

Fairview, TX — 7,299 25,233 — 1,335 7,299 26,568 33,867 6,061 2019

15 unchanged sentences

Matthews, NC — 12,500 31,265 — 4,024 12,500 35,289 47,789 15,722 2010

The Centre on Hugh Howell

The Centre on

Tucker, GA — 2,250 11,091 — 1,821 2,250 12,912 15,162 6,960 2007

Fort Myers, FL — 9,939 21,943 — 387 9,939 22,330 32,269 1,145 2024

The Highlands of Flower Mound

The Highlands of

Flower Mound, TX — 6,330 24,374 — ( 718 ) 6,330 23,656 29,986 3,344 2022

The Marketplace at

San Antonio, TX — 6,069 27,289 — 181 6,069 27,470 33,539 630 2025

Cedar Park, TX — 9,271 83,078 — 2,570 9,271 85,648 94,919 25,607 2017

Chandler, AZ 13,000 3,864 21,423 — 8 3,864 21,431 25,295 812 2024

The Pointe at Creedmoor

Raleigh, NC — 7,507 5,454 — 82 7,507 5,536 13,043 1,896 2016

The Shoppes at Davis Lake

Charlotte, NC — 6,232 12,903 — 61 6,232 12,964 19,196 864 2023

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) Year Acquired

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

Chandler, AZ $ — $ 3,864 $ 21,423 $ — $ 8 $ 3,864 $ 21,431 $ 25,295 $ 1,695 2024

The Pointe at Creedmoor

Raleigh, NC — 7,507 5,454 — 82 7,507 5,536 13,043 2,121 2016

The Shoppes at Davis Lake

Charlotte, NC — 6,232 12,901 — 630 6,232 13,531 19,763 1,338 2023

The Shops at Town Center

4 unchanged sentences

Rockville, MD — 8,964 39,836 — 1,540 8,964 41,376 50,340 8,725 2019

University Oaks Shopping Center

Shopping Center

Savannah, GA — 5,318 28,416 — 34 5,318 28,450 33,768 584 2025

University Oaks

Shopping Center

Round Rock, TX — 7,250 25,326 ( 170 ) 6,334 7,080 31,660 38,740 16,464 2010

Westfork Plaza & Paraiso Parc

West Ashley Station

Charleston, SC — — 19,137 — 11,134 — 30,271 30,271 569 2025

West Broad Marketplace

Richmond, VA — 19,619 39,167 — 23 19,619 39,190 58,809 819 2025

Westfork Plaza &

Pembroke Pines, FL — 28,267 124,019 — 8,266 28,267 132,285 160,552 40,742 2017

15 unchanged sentences

Amount also includes impairment charges recorded subsequent to acquisition to reduce basis.

(C) Buildings and improvements includes a finance lease right of use asset of $ 8,965 , inclusive of an initial fair value adjustment of $ 2,008 , related to the long-term ground lease of the land underlying West Ashley Station.

(D) Reconciliation of total investment properties:

2025 2024 2023

3 unchanged sentences

Balance as of December 31 $ 3,005,472 $ 2,838,870 $ 2,656,674

(D) Reconciliation of accumulated depreciation:

(E) Reconciliation of accumulated depreciation:

2025 2024 2023

3 unchanged sentences

Balance at December 31, $ 525,830 $ 511,969 $ 461,352

(E) Depreciation is computed based upon the following estimated lives:

(F) Depreciation is computed based upon the following estimated lives:

Buildings and other improvements 5 - 30 years

2 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