Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our Principal Executive Officer and our Principal Financial Officer evaluated as of December 31, 2025, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2025, were effective at a reasonable assurance level for the purpose of ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer as appropriate to allow timely decisions regarding required disclosures.
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). Our management, including our Principal Executive Officer and Principal Financial Officer, evaluated as of December 31, 2025, the effectiveness of our internal control over financial reporting based on the framework in "Internal Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
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 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
There has been no change in our internal control over financial reporting during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
37
Item 9B. 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
38
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The following information with respect to our board of directors and executive officers is presented as of February 12, 2026:
Name Age Position at IVT Principal Employment
Daniel J. Busch 44 President, Chief Executive Officer & Director Same
Christy L. David 47 Executive Vice President, Chief Operating Officer, General Counsel and Secretary Same
Michael D. 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 50 Director Former Managing Director and Global Chief Investment Officer of JLP Asset Management, a real estate investment firm
Scott A. Nelson 69 Director Principal of SAN Property Advisors, a retail real estate advisory firm
Paula Saban 72 Director Development Director of Interim Execs, a placement firm for interim CXO's
Smita N. Shah 52 Director Chief Executive Officer of SPAAN Tech, Inc., an architecture, engineering, and project management firm
Julie M. 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. A copy of our Insider Trading Compliance Policy is filed as Exhibit 19.1 to this Annual Report.
Other 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, 2025 in connection with our 2026 Annual Meeting of Stockholders, and is incorporated herein by reference.
Item 11. Executive Compensation
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, 2025 in connection with our 2026 Annual Meeting of Stockholders, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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, 2025 in connection with our 2026 Annual Meeting of Stockholders, and is incorporated herein by reference.
Equity Compensation Plan Information
The following table provides information regarding our equity compensation plans approved by stockholders as of December 31, 2025.
I II
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 )
Incentive Award Plan (b) 1,323,996 2,514,805
ESPP N/A 3,250,156
Total 5,764,961
(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 RSUs based on total outstanding RSUs as of December 31, 2025 was $19.12.
39
Item 13. Certain Relationships and Related Transactions, and Director Independence
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, 2025 in connection with our 2026 Annual Meeting of Stockholders, and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
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, 2025 in connection with our 2026 Annual Meeting of Stockholders, and is incorporated herein by reference.
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this Annual Report
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID:185)
F- 2
1 Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 5
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023
F- 6
Consolidated Statements of Equity for the years ended December 31, 2025, 2024 and 2023
F- 7
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
F- 8
Notes to Consolidated Financial Statements
F- 10
2 Consolidated Financial Statement Schedules
Schedule III - Real Estate and Accumulated Depreciation
F- 31
All schedules other than those indicated in the index have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
3 EXHIBITS
The following documents are filed as exhibits to this report:
EXHIBIT NO. DESCRIPTION
1.1*
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.
2.1
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. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on March 13, 2014)
2.2
Asset Acquisition Agreement, dated as of March 12, 2014, by and among Inland American Real Estate Trust, Inc., 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. (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on March 13, 2014)
2.3
Separation and Distribution Agreement by and between Inland American Real Estate Trust, Inc. and Xenia Hotels & Resorts, Inc., dated as of January 20, 2015 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on January 23, 2015)
2.4
Separation and Distribution Agreement by and between InvenTrust Properties Corp. and Highlands REIT, Inc., dated as of April 14, 2016 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on April 14, 2016)
2.5
Stock Purchase Agreement by and among InvenTrust Properties Corp., University House Communities Group, Inc. and UHC Acquisition Sub LLC, dated as of January 3, 2016 (incorporated by reference to Exhibit 2.1 to the Registrant's Form 10-Q, as filed by the Registrant on May 10, 2016)
2.6
Amendment No. 1 to Stock Purchase Agreement, dated as of May 30, 2016, by and among InvenTrust Properties Corp., University House Communities Group, Inc. and UHC Acquisition Sub LLC (incorporated by reference to Exhibit 2.2 to the Registrant's Form 8-K, as filed by the Registrant on June 27, 2016)
2.7
Amendment No. 2 to Stock Purchase Agreement, dated as of June 20, 2016, by and among InvenTrust Properties Corp., University House Communities Group, Inc. and UHC Acquisition Sub LLC (incorporated by reference to Exhibit 2.3 to the Registrant's Form 8-K, as filed by the Registrant on June 27, 2016)
40
EXHIBIT NO. DESCRIPTION
3.1
Seventh Articles of Amendment and Restatement of InvenTrust Properties Corp., as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on May 14, 2015)
3.2
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 August 5, 2021)
3.3
Articles of Amendment of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on August 5, 2021)
3.4
Articles Supplementary of InvenTrust Properties Corp. (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)
3.5
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)
3.6
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 May 8, 2023)
3.7
Fourth Amended and Restated Bylaws of the Company, dated as of May 5, 2023 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on May 8, 2023)
4.1
Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates) (incorporated by reference to Exhibit 4.4 to the Registrant’s Amendment No. 1 to Form S-11 Registration Statement, as filed by the Registrant with the SEC on July 31, 2007 (file number 333-139504))
4.2
Third Amended and Restated Distribution Reinvestment Plan (incorporated by reference to Appendix A to the prospectus dated November 1, 2019 included in Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (No. 333-172862) filed November 1, 2019)
4.3
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)
10.1
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. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, as filed by the Registrant with the SEC on August 14, 2014)
10.2
First Amendment to Indemnity Agreement by and among Inland American Real Estate Trust, Inc. and Xenia Hotels & Resorts, Inc., dated as of February 3, 2015 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on February 9, 2015)
10.3.1^
InvenTrust Properties Corp. 2015 Incentive Award Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Form S-8 Registration Statement, as filed by the Registrant with the SEC on June 19, 2015)
10.3.2^
First Amendment to InvenTrust Properties Corp. 2015 Incentive Award Plan, dated May 6, 2016 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on August 15, 2016)
10.3.3^
Second Amendment to InvenTrust Properties Corp. 2015 Incentive Award Plan, dated March 20, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on May 10, 2024)
10.4^
Form of Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on August 10, 2017)
10.5^
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)
10.6^
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)
10.7^
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)
10.8*^
InvenTrust Properties Corp. Director Compensation Program, effective as of May 6, 2025
10.9^
InvenTrust Properties Corp. Executive Severance and Change of Control Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant on July 13, 2018)
10.10^
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)
10.1 1 ^
InvenTrust Properties Corp. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, as filed by the Company with the SEC on August 1, 2023)
10.1 2 .1
Amended and Restated Term Loan Credit Agreement dated as of December 21, 2018, among InvenTrust Properties Corp., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A and U.S. Bank National Association, as tranche A-1 Co-Syndication Agents, PNC Bank, National Association and U.S. Bank National Association, as tranche A-2 Co-Syndication Agents, BMO Harris Bank, N.A. and Fifth Third Bank, as tranche A-1 Co-Documentation Agents, KeyBank National Association, as tranche A-2 Documentation Agent, and the other lenders from time to time 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 December 31, 2018)
10.1 2 .2
First Amendment, dated as of September 22, 2021, to Amended and Restated Term Loan Credit Agreement, among InvenTrust Properties Corp., Wells Fargo Bank, 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 September 22, 2021)
10.1 2 .3
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)
10.12.4
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)
41
EXHIBIT NO. DESCRIPTION
10.1 3 .1
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. and Wells Fargo Securities, LLC, as Joint Book Managers, KeyBanc Capital Markets Inc., Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Bank of America, N.A., PNC Bank, National Association, and BMO Harris Bank, N.A., as Joint Lead Arrangers, Wells Fargo Bank, National Association, and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Bank of America, N.A., PNC Bank, National Association, and BMO Harris Bank, N.A., as Co-Documentation Agents, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on December 31, 2018)
10.1 3 .2
First Amendment, dated as of September 22, 2021, 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 10.2 to the Registrant's Form 8-K, as filed by the Registrant with the SEC on September 22, 2021)
10.1 3 .3
Second Amendment dated as of May 11, 2022 to Second Amended and Restated Credit Agreement, among InvenTrust Properties Corp., the lenders party thereto and KeyBank National Association (incorporated by reference to Exhibit 10.14.3 to the Registrant's Form 10-K, as filed by the Registrant on February 14, 2024)
10.1 3 .4
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)
10.13.5
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)
10. 14
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)
19.1
InvenTrust Properties Corp. 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)
21.1*
Subsidiaries of the Registrant
23.1*
Consent of KPMG LLP
31.1*
Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*
InvenTrust Properties Corp. 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"): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to Consolidated Financial Statements (tagged as blocks of text).
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed as part of this Annual Report
** This certification is deemed furnished, and not filed, with the SEC and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
^ Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
42
SIGNATURES
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.
INVENTRUST PROPERTIES CORP.
By: /s/ Daniel J. Busch
Name: Daniel J. Busch
President and Chief Executive Officer
Date: February 12, 2026
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
By: /s/ Daniel J. Busch President, Chief Executive Officer and Director (Principal Executive Officer) February 12, 2026
Name: Daniel J. Busch
By: /s/ Michael D. Phillips Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer) February 12, 2026
Name: Michael D. Phillips
By: /s/ David P. Bryson Senior Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer) February 12, 2026
Name: David P. Bryson
By: /s/ Stuart W. Aitken Director February 12, 2026
Name: Stuart W. Aitken
By: /s/ Amanda E. Black Director February 12, 2026
Name: Amanda E. Black
By: /s/ Scott A. Nelson Director February 12, 2026
Name: Scott A. Nelson
By: /s/ Paula J. Saban Director February 12, 2026
Name: Paula J. Saban
By: /s/ Smita N. Shah Director February 12, 2026
Name: Smita N. Shah
By: /s/ Julie M. Swinehart Director February 12, 2026
Name: Julie M. Swinehart
By: /s/ Julian E. Whitehurst Director February 12, 2026
Name: Julian E. Whitehurst
43
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
Consolidated Financial Statements and Supplementary Data
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185 )
F- 2
Financial Statements:
Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 5
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023
F- 6
Consolidated Statements of Equity for the years ended December 31, 2025, 2024 and 2023
F- 7
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
F- 8
Notes to Consolidated Financial Statements
F- 10
Schedule III - Real Estate and Accumulated Depreciation
F- 31
All other schedules have been omitted as the information is inapplicable, not required, or the information is included elsewhere in the consolidated financial statements or related notes thereto.
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
InvenTrust Properties Corp.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of InvenTrust Properties Corp. and subsidiaries (the Company) as of December 31, 2025 and 2024, 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, 2025, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2025, in conformity with U.S. 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, 2025, 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 12, 2026 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. 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 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 audits in accordance with the standards of the PCAOB. 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. 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Expected hold period of investment properties
As discussed in Note 2 to the consolidated financial statements, the Company assesses the carrying values of its investment properties (including any related intangible assets or liabilities) on an individual basis when events or changes in circumstances, including changes in the expected holding period, indicate their carrying value may not be fully recoverable. If it is determined that the carrying value of the investment property is not recoverable because the expected undiscounted cash flows do not exceed that carrying value of the property, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value. Net investment properties as of December 31, 2025 was $2,480 million, or 88.9% of total assets.
F-2
We identified the assessment of the expected hold period for the investment properties evaluated for impairment as a critical audit matter because of the significance of the estimate to the evaluation of the recoverability of the investment properties. Changes in the expected hold period could have a material impact on the projected operating cash flows utilized in the recoverability analysis for the investment property. Subjective and challenging auditor judgment was required to evaluate the reasonableness of management’s assessment of expected hold period.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of internal controls related to the Company’s process to evaluate potential changes in the estimated hold period of individual real estate properties. We evaluated the Company’s consideration of individual real estate properties for potential reductions in expected hold period by:
• 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 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. We corroborated that information with others in the organization who are responsible for, and have authority over, disposition activities and compared with the Company’s documented investment plans.
• Reading external communications with investors in order to identify information regarding potential sales of the Company’s properties, or other indicators of a reduction in an investment property’s expected hold period.
/s/ KPMG LLP
We have served as the Company’s auditor since 2005.
Chicago, Illinois
February 12, 2026
F-3
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, 2025, 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, 2025, 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, 2025 and 2024, 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, 2025, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 12, 2026 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 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.
/s/ KPMG LLP
Chicago, Illinois
February 12, 2026
F-4
INVENTRUST PROPERTIES CORP.
Consolidated Balance Sheets
(in thousands, except share amounts)
As of December 31
2025 2024
Assets
Investment properties
Land $ 702,147 $ 712,827
Building and other improvements 2,295,852 2,116,092
Construction in progress 7,473 9,951
Total 3,005,472 2,838,870
Less accumulated depreciation ( 525,830 ) ( 511,969 )
Net investment properties 2,479,642 2,326,901
Cash, cash equivalents, and restricted cash 40,518 91,221
Intangible assets, net 193,963 137,420
Accounts and rents receivable 37,471 36,131
Deferred costs and other assets, net 37,053 44,277
Total assets $ 2,788,647 $ 2,635,950
Liabilities
Debt, net $ 825,881 $ 740,415
Accounts payable and accrued expenses 48,291 46,418
Distributions payable 18,450 17,512
Intangible liabilities, net 68,475 42,897
Other liabilities 33,288 28,703
Total liabilities 994,385 875,945
Commitments and contingencies
Stockholders' Equity
Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, none outstanding
— —
Common stock, $ 0.001 par value, 146,000,000 shares authorized,
77,691,533 shares issued and outstanding as of December 31, 2025 and
77,450,794 shares issued and outstanding as of December 31, 2024
78 77
Additional paid-in capital 5,736,652 5,730,367
Distributions in excess of accumulated net income ( 3,947,229 ) ( 3,984,865 )
Accumulated comprehensive income 4,761 14,426
Total stockholders' equity 1,794,262 1,760,005
Total liabilities and stockholders' equity $ 2,788,647 $ 2,635,950
See accompanying notes to the consolidated financial statements.
F-5
INVENTRUST PROPERTIES CORP.
Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except share and per share amounts)
Year Ended December 31
2025 2024 2023
Income
Lease income, net $ 297,477 $ 272,440 $ 257,146
Other property income 1,692 1,534 1,450
Other fee income — — 80
Total income 299,169 273,974 258,676
Operating expenses
Depreciation and amortization 128,497 113,948 113,430
Property operating 46,633 43,413 42,832
Real estate taxes 37,710 36,441 34,809
General and administrative 34,925 33,172 31,797
Total operating expenses 247,765 226,974 222,868
Other (expense) income
Interest expense, net ( 34,519 ) ( 37,100 ) ( 38,138 )
Loss on extinguishment of debt — — ( 15 )
Impairment of real estate assets — ( 3,854 ) —
Gain on sale of investment properties, net 90,961 3,857 2,691
Equity in losses of unconsolidated entities — — ( 557 )
Other income and expense, net 3,575 3,755 5,480
Total other (expense) income, net 60,017 ( 33,342 ) ( 30,539 )
Net income $ 111,421 $ 13,658 $ 5,269
Weighted-average common shares outstanding, basic 77,598,121 70,394,448 67,531,898
Weighted-average common shares outstanding, diluted 78,338,449 71,010,568 67,813,180
Net income per common share - basic $ 1.44 $ 0.19 $ 0.08
Net income per common share - diluted $ 1.42 $ 0.19 $ 0.08
Comprehensive income (loss)
Net income $ 111,421 $ 13,658 $ 5,269
Unrealized (loss) gain on derivatives ( 807 ) 9,019 6,228
Reclassification to net income ( 8,858 ) ( 12,667 ) ( 14,875 )
Comprehensive income (loss) $ 101,756 $ 10,010 $ ( 3,378 )
See accompanying notes to the consolidated financial statements.
F-6
INVENTRUST PROPERTIES CORP.
Consolidated Statements of Equity
(in thousands, except share amounts)
Number of
Shares Common
Stock Additional
Paid-in
Capital Distributions
in Excess of Accumulated
Net Income Accumulated
Comprehensive
Income (Loss) Total
Beginning balance, January 1, 2023 67,472,553 $ 67 $ 5,456,968 $ ( 3,879,847 ) $ 26,721 $ 1,603,909
Net income — — — 5,269 — 5,269
Unrealized gain on derivatives — — — — 6,228 6,228
Reclassification from interest expense, net — — — — ( 14,875 ) ( 14,875 )
Distributions declared ($ 0.8620 per common share)
— — — ( 58,248 ) — ( 58,248 )
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
Net income — — — 13,658 — 13,658
Unrealized gain on derivatives — — — — 9,019 9,019
Reclassification from interest expense, net — — — — ( 12,667 ) ( 12,667 )
Distributions declared ($ 0.9052 per common share)
— — — ( 65,697 ) — ( 65,697 )
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 loss on derivatives — — — — ( 807 ) ( 807 )
Reclassification from interest expense, net — — — — ( 8,858 ) ( 8,858 )
Distributions declared ($ 0.9508 per common share)
— — — ( 73,785 ) — ( 73,785 )
Stock-based compensation, net 240,739 1 6,285 — 6,286
Ending balance, December 31, 2025 77,691,533 $ 78 $ 5,736,652 $ ( 3,947,229 ) $ 4,761 $ 1,794,262
See accompanying notes to the consolidated financial statements.
F-7
INVENTRUST PROPERTIES CORP.
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31
2025 2024 2023
Cash flows from operating activities:
Net income $ 111,421 $ 13,658 $ 5,269
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization 128,497 113,948 113,430
Amortization of market-lease intangibles and inducements, net ( 4,422 ) ( 2,804 ) ( 3,343 )
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 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 of unconsolidated entities — — 557
Stock-based compensation, net 10,907 9,896 9,021
Changes in operating assets and liabilities:
Accounts and rents receivable ( 1,724 ) 1,512 1,483
Deferred costs and other assets, net ( 2,131 ) ( 236 ) 91
Accounts payable and accrued expenses ( 797 ) 511 2,054
Other liabilities 4,281 961 1,938
Net cash provided by operating activities 155,416 136,876 129,621
Cash flows from investing activities:
Purchase of investment properties ( 400,856 ) ( 268,125 ) ( 152,047 )
Capital investments and leasing costs ( 44,522 ) ( 36,116 ) ( 35,744 )
Proceeds from the sale of investment properties, net 299,504 65,062 12,559
Distributions from unconsolidated entities — — 95,065
Other investing activities, net 969 ( 1,356 ) 449
Net cash used in investing activities ( 144,905 ) ( 240,535 ) ( 79,718 )
Cash flows from financing activities:
Payment of tax withholdings for stock-based compensation ( 3,931 ) ( 2,598 ) ( 1,583 )
Proceeds from sale of common stock under offering — 257,600 —
Proceeds from sale of common stock under ATM Program — 8,138 5,165
Proceeds from sale of common stock under ESPP 488 280 235
Payment of common stock offering costs ( 9 ) ( 12,078 ) ( 341 )
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 )
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 (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 )
Cash, cash equivalents, and restricted cash at beginning of year 91,221 99,763 137,762
Cash, cash equivalents, and restricted cash at end of year $ 40,518 $ 91,221 $ 99,763
F-8
INVENTRUST PROPERTIES CORP.
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31
2025 2024 2023
Supplemental disclosure of cash flow information:
Cash flow disclosure, including non-cash investing and financing activities:
Cash paid for interest, net of capitalized interest $ 31,257 $ 35,605 $ 33,093
Cash paid for income taxes, net of refunds 659 530 209
Previously held equity investments in real estate assets acquired — — 39,603
Distributions payable to stockholders 18,450 17,512 14,594
Accrued capital investments and leasing costs
4,248 3,620 2,562
Capitalized costs placed in service 23,492 14,948 16,402
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:
Net investment properties $ 396,832 $ 245,355 $ 200,085
Accounts and rents receivable, lease intangibles, and deferred
costs and other assets 96,814 54,041 52,871
Accounts payable and accrued expenses, lease intangibles, and
other liabilities ( 34,951 ) ( 18,681 ) ( 9,133 )
Assumption of mortgage debt, at fair value ( 57,839 ) ( 12,590 ) ( 91,776 )
Cash outflow for purchase of investment properties, net 400,856 268,125 152,047
Assumption of mortgage principal 60,512 13,000 92,468
Capitalized acquisition costs ( 2,571 ) ( 1,116 ) ( 150 )
Credits, prorations, and other changes in cash outflow, net 5,778 2,061 ( 365 )
Gross acquisition price of investment properties $ 464,575 $ 282,070 $ 244,000
Sale of investment properties:
Net investment properties $ 205,614 $ 59,912 $ 10,086
Accounts and rents receivable, lease intangibles, and deferred
costs and other assets 4,168 1,564 297
Accounts payable and accrued expenses, lease intangibles, and
other liabilities ( 1,239 ) ( 271 ) ( 515 )
Gain on sale of investment properties, net 90,961 3,857 2,691
Proceeds from sale of investment properties, net 299,504 65,062 12,559
Credits, prorations, and other changes in cash inflow, net 6,725 3,490 583
Gross disposition price of investment properties $ 306,229 $ 68,552 $ 13,142
See accompanying notes to the consolidated financial statements.
F-9
INVENTRUST PROPERTIES CORP.
Notes to Consolidated Financial Statements
December 31, 2025, 2024 and 2023
1. Organization
On October 4, 2004, InvenTrust Properties Corp. (the "Company" or "InvenTrust") was incorporated as Inland American Real Estate Trust, Inc., a Maryland corporation, and elected to operate in a manner to be taxed as a real estate investment trust ("REIT") for federal tax purposes. The Company changed its name to InvenTrust Properties Corp. in April of 2015 and is focused on owning, leasing, redeveloping, acquiring and managing a multi-tenant retail platform.
The accompanying consolidated financial statements include the accounts of the Company, as well as all wholly-owned subsidiaries. Subsidiaries generally consist of limited liability companies ("LLCs") and limited partnerships ("LPs"). All significant intercompany balances and transactions have been eliminated. Each retail property is owned by a separate legal entity that maintains its own books and financial records. Each separate legal entity's assets are not available to satisfy the liabilities of other affiliated entities.
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.
The following table summarizes the Company's retail portfolio as of December 31, 2025 and 2024:
As of December 31
2025 2024
No. of properties 73 68
Gross Leasable Area (square feet) 11,589 10,972
2. Basis of Presentation and Summary of Significant Accounting Policies
Estimates, Risks, and Uncertainties
The accompanying consolidated financial statements have been prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, judgments and assumptions are required in a number of areas, including, but not limited to, evaluating the impairment of long-lived assets, allocating the purchase price of acquired retail properties, determining the fair value of debt and evaluating the collectability of accounts receivable. The Company bases these estimates, judgments and assumptions on historical experience and various other factors that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates.
Variable Interest Entities
The Company evaluates its investments in LLCs and LPs to determine whether each such entity may be a variable interest entity ("VIE"). The accounting standards related to the consolidation of VIEs require qualitative assessments to determine whether the Company is the primary beneficiary. Determination of the primary beneficiary is based on whether the Company has (i) power to direct significant activities of the VIE and (ii) an obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. The Company consolidates a VIE if it is deemed to be the primary beneficiary. The equity method of accounting is applied to entities in which the Company is not the primary beneficiary, or if the entity is not a VIE and the Company does not have control, but can exercise significant influence over the entity with respect to its operations and major decisions. As of December 31, 2025 and 2024, the Company had no VIEs.
Revenue Recognition
Lease Income
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. 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 providers. Such direct payments to third parties are not recorded as revenue and expense by the Company.
F-10
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. The cumulative difference between fixed consideration recognized on a straight-line basis and the cash payments due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of accounts and rents receivable.
The Company records lease termination income when all conditions of a signed termination agreement have been met, the tenant is no longer occupying the property, and termination income amounts due are considered collectible. The Company defers recognition of contingent lease income until the specified target that triggers the contingent lease income is achieved.
The Company commences revenue recognition on its leases when the lessee takes possession of, or controls the physical use of, the leased asset, unless the lessee is constructing improvements for which the Company is deemed to be the owner for accounting purposes. If the Company is deemed the owner for accounting purposes, the leased asset is the finished space and revenue recognition commences when the lessee takes possession of it, typically when the improvements are substantially complete. Alternatively, if the lessee is deemed to be the owner of the improvements for accounting purposes, then the leased asset is the unimproved space, and any tenant improvement allowances funded under the lease are treated as lease incentives, which reduce lease income recognized over the lease term, and the Company commences revenue recognition when the lessee takes possession of the unimproved space.
The determination of who owns the tenant improvements, for accounting purposes, is based on contractual rights and subject to judgment. In making that judgment, no one factor is determinative. The Company routinely considers:
• whether the lease stipulates how and on what a tenant improvement allowance may be spent;
• whether the tenant is required to provide evidence supporting the cost of improvements prior to reimbursement;
• whether the tenant or landlord retains legal title to the improvements;
• the uniqueness of the improvements;
• the expected economic life of the tenant improvements relative to the length of the lease; and
• who constructs or directs the construction of the improvements.
Credit Losses
The Company reviews the collectability of amounts due from its tenants on a regular basis. Such reviews consider the tenant's financial condition and payment history and other economic conditions impacting the tenant. Changes in collectability occur when the Company no longer believes it is probable that substantially all the lease payments will be collected over the term of the lease. If collection is not probable, the lease payments will be accounted for on a cash basis and revenue will be recorded as cash is received. If reassessed, and the collection of substantially all of the lease payments from the tenant becomes probable, the accrual basis of revenue recognition is reestablished. The provision for estimated credit losses resulting from changes in the expected collectability of lease payments, including variable payments, is recognized as a direct adjustment to lease income, and a direct write-off of the operating lease receivables, including straight-line rent receivable.
Sale of Real Estate
The Company derecognizes real estate and recognizes a gain or loss when a contract exists and control of the property has transferred to the buyer. Control of the property, including controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession of the property, at which point the Company recognizes a gain or loss equal to the difference between the transaction price and the carrying amount of the property.
Acquisition of Real Estate
The Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition. 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 capitalized and amortized over the useful life of the acquired assets. Generally, the Company's acquisitions of real estate qualify as asset acquisitions.
F-11
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, and 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 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.
The difference between the contractual rental rates and the Company's estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases plus the term of any below-market renewal options. For the amortization period, the remaining term of leases with renewal options at terms below market reflect the assumed exercise of such below-market renewal options, if reasonably assured.
If a tenant vacates its space prior to the contractual expiration of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible asset or liability is written off. Tenant improvements are depreciated and origination costs are amortized over the remaining term of the lease or charged against earnings if the lease is terminated prior to its contractual expiration date.
With the assistance of a third-party valuation specialist, the Company performs the following procedures for assets acquired:
• Estimate the value of the property "as if vacant" as of the acquisition date;
• Allocate the value of the property among land, building, and other building improvements and determine the associated useful life for each;
• Calculate the value and associated life of above- and below-market leases on a tenant-by-tenant basis. The difference between the contractual rental rates and the Company’s estimate of market rental rates is measured over a period equal to the remaining term of the leases (using a discount rate which reflects the risks associated with the leases acquired, including geographical location, size of leased area, tenant profile and credit risk);
• Estimate the fair value of the tenant improvements, legal costs and leasing commissions incurred to obtain the leases and calculate the associated useful life for each;
• Estimate the fair value of assumed debt, if any; and
• Estimate the intangible value of the in-place leases based on lease execution costs of similar leases as well as lost rent payments during an assumed lease-up period and their associated useful lives on a tenant-by-tenant basis.
Properties Held for Sale
In determining whether to classify a property as held for sale, the Company considers whether: (i) management has committed to a plan to sell the property; (ii) the property is available for immediate sale, in its present condition; (iii) the Company has initiated a program to locate a buyer; (iv) the Company believes that the sale of the property is probable; (v) the Company has received a significant non-refundable deposit for the purchase of the property; (vi) the Company is actively marketing the property for sale at a price that is reasonable in relation to its estimated fair value; and (vii) actions required for the Company to complete the plan indicate that it is unlikely that any significant changes will be made to the plan. 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 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, 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. These unobservable inputs are based on a property's market conditions and expected growth rates. Assumptions and estimates about future cash flows and capitalization rates are complex and subjective. Changes in economic and operating conditions and the Company's ultimate investment intent that occur subsequent to the impairment analyses could impact these assumptions and result in additional impairment.
F-12
The Company's assessment of expected hold period for investment properties evaluated for impairment is of particular significance because of the material impact it has on the evaluation of the property's recoverability. Changes in the Company's disposition strategy or changes in the marketplace may alter the hold period of an asset or asset group which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
Real Estate Capitalization and Depreciation
Real estate is reflected at cost less accumulated depreciation within investment properties on the consolidated balance sheets. Ordinary repairs and maintenance are expensed as incurred. Depreciation expense is computed using the straight-line method. A range of estimated useful lives of 5 - 30 years is used for buildings and other improvements, and a range of 3 - 20 years is used for furniture, fixtures and equipment.
Tenant improvements are amortized on a straight-line basis over the lesser of the life of the tenant improvement or the lease term. Amortization is included in depreciation and amortization expense. Deferred leasing costs are recognized as a part of deferred costs and other assets, net and are amortized to depreciation and amortization expense over the remaining term of the associated tenant lease.
Direct and indirect costs that are clearly related to the construction and improvements of investment properties are capitalized. Costs incurred for interest, property taxes and insurance are capitalized during periods in which activities necessary to prepare the property for its intended use are in progress.
Cash, Cash Equivalents, and Restricted Cash
The Company considers all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements with a maturity of three months or less, at the date of purchase, to be cash equivalents. The Company maintains its cash and cash equivalents at financial institutions. The combined account balances at one or more institutions generally exceed the Federal Deposit Insurance Corporation ("FDIC") insurance coverage. The Company periodically assesses the credit risk associated with these financial institutions. The Company believes insignificant credit risk exists related to amounts on deposit in excess of FDIC insurance coverage.
The Company had restricted cash of $ 5,545 and $ 3,826 as of December 31, 2025 and 2024, respectively. Restricted cash often consists of lenders' escrows, operating real estate escrows for taxes, insurance, capital expenditures, payments required under certain lease agreements, funds restricted through the Company's wholly-owned captive insurance company, and funds held in escrow for future acquisitions.
Fair Value Measurements
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. The fair value hierarchy consists of the three broad levels described below:
• Level 1 - Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
• Level 2 - Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
• Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The Company has estimated the fair value of its financial instruments and non-financial assets using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition.
The carrying amounts of cash, cash equivalents, and restricted cash, accounts and rents receivables, other assets, accounts payable, accrued expenses, and other liabilities reasonably approximate fair value, in management’s judgment, because of their short-term nature. Fair value information pertaining to derivative financial instruments, investment properties, and debt is provided in "Note 9. Fair Value Measurements" .
F-13
Stock-Based Compensation Plans
Incentive Award Plan
Effective June 19, 2015, the Company's board of directors (the "Board") adopted the InvenTrust Properties Corp. 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.
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 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.
Time-based awards are generally measured at grant date fair value and not subsequently re-measured. 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 or four 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.
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. Shares related to market-based awards are issued within 65 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.
Employee Stock Purchase Plan
Effective May 4, 2023, the Company's Board established an Employee Stock Purchase Plan (the "ESPP") through which employees may purchase shares of the Company's common stock semi-annually at a price equal to 85% of the lesser of: (a) the closing price per share on the first day of such period, and (b) the closing price per share on the last day of such period. Compensation expense related to the ESPP is recognized as a part of general and administrative expense.
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.
F-14
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.
Income Taxes
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. To qualify as a REIT, the Company is generally required to distribute at least 90% of its REIT taxable income (subject to certain adjustments) to its stockholders each year (the "90% Distribution Requirement"). As a REIT, the Company is entitled to a tax deduction for some or all of the dividends paid to stockholders. Accordingly, the Company generally will not be subject to federal income taxes as long as it currently distributes to stockholders an amount equal to or in excess of the Company's taxable income. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and federal income and excise taxes on its undistributed income.
From time to time, the Company may elect to treat certain of its consolidated subsidiaries as taxable REIT subsidiaries ("TRSs") pursuant to the Code. Among other activities, TRSs may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to federal and state income tax at regular corporate tax rates. Income tax expense or benefit is recognized as a part of other income and expense, net. 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, 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 Not Yet Adopted
Standard Description Effective date Effect on the financial statements
or other significant matters
ASU No. 2024-03
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.
ASU No. 2025-11
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.
F-15
3. Revenue Recognition
Operating Leases
Minimum lease payments to be received under long-term operating leases and short-term specialty leases, excluding additional percentage rent based on tenants' sales volume and tenant reimbursements of certain operating expenses, and assuming no exercise of renewal options or early termination rights, are as follows:
For the year ending December 31, As of December 31, 2025
2026 $ 225,471
2027 204,441
2028 180,226
2029 150,073
2030 121,865
Thereafter 433,108
Total $ 1,315,184
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-five years .
The following table reflects the disaggregation of lease income, net:
Year Ended December 31
2025 2024 2023
Minimum base rent $ 191,082 $ 175,068 $ 165,267
Real estate tax recoveries 35,053 33,343 31,220
Common area maintenance, insurance, and other recoveries 38,231 33,003 30,731
Ground rent income 21,290 19,321 19,044
Amortization of market-lease intangibles and inducements, net 4,422 2,804 3,343
Short-term and other lease income 4,457 4,567 4,389
Termination fee income 308 1,364 836
Straight-line rent adjustments, net 3,671 3,400 3,349
Provision for estimated credit losses ( 1,037 ) ( 430 ) ( 1,033 )
Lease income, net $ 297,477 $ 272,440 $ 257,146
F-16
4. Acquired Properties
The following table reflects the retail properties acquired during the year ended December 31, 2025:
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) The Company recognized a finance lease liability of $ 10,973 associated with the ground lease assumed upon acquisition. See " Note 13. Commitments and Contingencies ".
(c) The Company recognized a fair value adjustment of $ 607 related to the mortgage payable secured by the property.
(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:
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) 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.
F-17
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 ".
5. Disposed Properties
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)
on Sale, net
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
(a) This disposition was related to the completion of a partial condemnation at one retail property.
(b) This disposition included the sale of an outparcel at Eldridge Town Center and the entirety of Windermere Village. Subsequent to the transaction, the Company continues to operate the remaining property under the Eldridge Town Center name.
F-18
6. Investment in Unconsolidated Entities
Joint Venture Interest in IAGM
On April 17, 2013, the Company and PGGM Private Real Estate Fund formed IAGM Retail Fund I, LLC ("IAGM"), a joint venture partnership in which the Company owned a 55 % interest, 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, 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. IAGM recognized a gain on sale of $ 45.2 million, of which the Company's share was approximately $ 24.9 million. The Company's aggregate deferred gains related to its previously owned equity interest in real estate acquisitions from IAGM of $ 39.9 million are reflected in the basis of the respective acquired assets. 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 December 15, 2023, IAGM was fully liquidated.
On January 18, 2023, the Company acquired IAGM's two interest rate swap agreements which achieved fixed interest rates on an aggregate notional amount of $ 75.0 million of the assumed pooled mortgage priced in a Secured Overnight Financing Rate ("SOFR"), each of which repriced monthly ("1-Month Term SOFR"). IAGM recognized a gain on sale of $ 2.6 million representing the fair value of the derivatives, of which the Company's share was approximately $ 1.4 million. The Company deferred its share of IAGM's gain on sale of derivatives, initially reflecting it within accumulated comprehensive income and amortized it to interest expense, net, through the instruments' maturity date of November 2, 2023.
F-19
7. Intangible Assets, Liabilities, and Deferred Leasing Costs
The following table summarizes the Company's intangible assets, intangible liabilities, and deferred leasing costs:
As of December 31
2025 2024
Intangible assets:
In-place leases $ 289,721 $ 216,175
Above-market leases 16,970 16,053
Intangible assets 306,691 232,228
Accumulated amortization:
In-place leases ( 104,186 ) ( 87,104 )
Above-market leases ( 8,542 ) ( 7,704 )
Accumulated amortization ( 112,728 ) ( 94,808 )
Intangible assets, net $ 193,963 $ 137,420
Intangible liabilities:
Below-market leases $ 91,953 $ 65,776
Accumulated amortization ( 23,478 ) ( 22,879 )
Intangible liabilities, net $ 68,475 $ 42,897
Deferred leasing costs:
Leasing costs $ 26,410 $ 25,132
Accumulated amortization ( 10,170 ) ( 8,993 )
Deferred leasing costs, net $ 16,240 $ 16,139
The following table summarizes the amortization related to intangible assets, intangible liabilities, and deferred leasing costs:
Year ended December 31
2025 2024 2023
Intangible assets:
In-place leases $ 36,655 $ 28,133 $ 32,179
Above-market leases 2,309 2,452 2,977
Amortization of intangible assets $ 38,964 $ 30,585 $ 35,156
Intangible liabilities:
Amortization of below-market leases $ 6,273 $ 4,879 $ 5,976
Deferred leasing costs:
Amortization of deferred leasing costs $ 3,153 $ 3,213 $ 2,691
The following table summarizes the amortization during the next five years and thereafter related to intangible assets, intangible liabilities, and deferred leasing costs as of December 31, 2025:
Year ending December 31, In-place leases Above-market leases Below-market leases Deferred leasing costs
2026 $ 37,418 $ 2,080 $ 6,987 $ 2,628
2027 29,831 1,600 6,198 2,386
2028 24,941 1,236 5,705 2,109
2029 19,212 868 5,271 1,852
2030 15,375 737 5,082 1,583
Thereafter 58,758 1,907 39,232 5,682
Total $ 185,535 $ 8,428 $ 68,475 $ 16,240
F-20
8. Debt
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. It is anticipated that the Company will use proceeds from property sales, cash on hand, and available capacity on credit agreements, if any, to repay, refinance or extend the mortgages payable maturing in the near term.
The Company's credit agreements and mortgage loans require compliance with certain covenants, such as debt service coverage ratios, investment restrictions, and distribution limitations. As of December 31, 2025 and 2024, the Company was in compliance with all loan covenants.
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
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.
Senior Notes
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 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 ".
F-21
The following table summarizes the Company's debt as of December 31, 2025 and 2024:
Interest
Rate Type As of December 31, 2025 As of December 31, 2024
Maturity Date Interest Rate Amount Interest Rate Amount
Mortgages Payable
Total mortgages payable Various Fixed 4.28 % (a) $ 117,605 3.97 % (a) $ 93,380
Total 117,605 93,380
Term Loans
$ 200.0 million 5 year
Aug-30 Fixed 2.66 % (b) 100,000 2.81 % (b) 100,000
$ 200.0 million 5 year
Aug-30 Fixed 2.66 % (b) 100,000 2.81 % (b) 100,000
$ 200.0 million 5.5 year
Feb-31 Fixed 2.63 % (c) 50,000 2.78 % (b) 50,000
$ 200.0 million 5.5 year
Feb-31 Fixed 2.69 % (c) 50,000 2.84 % (b) 50,000
$ 200.0 million 5.5 year
Feb-31 Fixed 4.84 % (c) 100,000 4.99 % (b) 100,000
Total 400,000 400,000
Senior Notes
$ 150.0 million Series A Notes
Aug-29 Fixed 5.07 % 150,000 5.07 % 150,000
$ 100.0 million Series B Notes
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
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 )
Debt, net $ 825,881 $ 740,415
(a) Interest rates reflect the weighted average of the Company's mortgages payable.
(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: 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
F-22
Interest Rate Swaps
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:
Effective
Interest Rate Swaps Effective
Date Termination
Date InvenTrust
Receives InvenTrust Pays
Fixed Rate of Fixed Rate
Achieved (a) Notional
Amount
5.5 year Term Loan
4/3/23 3/22/27 1-Month SOFR 3.69 % 4.84 % $ 100,000
5 year Term Loan
12/21/23 9/22/26 1-Month SOFR 1.51 % 2.66 % 100,000
5 year Term Loan
12/21/23 9/22/26 1-Month SOFR 1.51 % 2.66 % 100,000
5.5 year Term Loan
6/21/24 3/22/27 1-Month SOFR 1.54 % 2.69 % 50,000
5.5 year Term Loan
6/21/24 3/22/27 1-Month SOFR 1.48 % 2.63 % 50,000
$ 400,000
(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 (a) Notional
Amount
5 year Term Loan
9/22/26 8/26/30 Daily SOFR 3.35 % 4.50 % $ 100,000
5 year Term Loan
9/22/26 8/26/30 Daily SOFR 3.35 % 4.50 % 100,000
5.5 year Term Loan
3/22/27 2/24/31 Daily SOFR 3.42 % 4.57 % 100,000
5.5 year Term Loan
3/22/27 2/24/31 Daily SOFR 3.43 % 4.58 % 100,000
$ 400,000
(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 (loss) gain recognized in accumulated
comprehensive income (loss) Location and amount of gain (loss)
reclassified from accumulated
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 (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
F-23
9. Fair Value Measurements
Recurring Measurements
The following financial instruments are remeasured at fair value on a recurring basis:
Fair Value Measurements as of
December 31, 2025 December 31, 2024
Cash Flow Hedges: (a) (b)
Level 1 Level 2 (c) Level 3 Level 1 Level 2 (c) Level 3
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.
(b) As of December 31, 2025 and 2024, the Company determined that the credit valuation adjustments associated with nonperformance risk are not significant to the overall valuation of its derivatives. As a result, the Company's derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy.
(c) Derivative assets or liabilities are recognized as a part of deferred costs and other assets, net or other liabilities, respectively.
Level 1
At December 31, 2025 and 2024, the Company had no Level 1 recurring fair value measurements.
Level 2
To calculate the fair value of the derivative interest rate instruments, the Company primarily uses quoted prices for similar contracts and inputs based on data that are observed in the forward yield curve that is widely observable in the marketplace. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements that utilize Level 3 inputs, such as estimates of current credit spreads.
Level 3
At December 31, 2025 and 2024, the Company had no Level 3 recurring fair value measurements.
Non-Recurring Measurements
Investment Properties
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
The following table summarizes the estimated fair value of financial instruments presented at carrying values in the Company's consolidated financial statements as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Carrying Value Estimated
Fair Value Market
Interest Rate Carrying Value Estimated
Fair Value Market
Interest Rate
Mortgages payable $ 117,605 $ 111,945 6.09 % $ 93,380 $ 87,576 6.64 %
Senior notes 250,000 248,320 5.24 % 250,000 236,480 6.23 %
Term loans 400,000 398,701 4.64 % 400,000 400,170 5.29 %
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.
F-24
10. Earnings Per Share and Equity Transactions
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 may occur from awards issued pursuant to stock-based compensation plans.
The following table reconciles the amounts used in calculating basic and diluted EPS:
Year ended December 31
2025 2024 2023
Numerator:
Net income attributed to common shares - basic and diluted $ 111,421 $ 13,658 $ 5,269
Denominator:
Weighted average common shares outstanding - basic 77,598,121 70,394,448 67,531,898
Dilutive effect of unvested restricted shares 740,328 616,120 281,282
Weighted average common shares outstanding - diluted 78,338,449 71,010,568 67,813,180
Basic and diluted earnings per common share:
Net income per common share - basic $ 1.44 $ 0.19 $ 0.08
Net income per common share - diluted $ 1.42 $ 0.19 $ 0.08
ATM Program
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.
The following table summarizes the Company's activity under the ATM Program:
Number of
Shares Issued Weighted
Average Price Gross Proceeds Commissions Net Proceeds
Quarter ended December 31, 2023
208,040 $ 26.13 $ 5,437 $ 68 $ 5,369
Quarter ended December 31, 2024
254,082 $ 30.96 $ 7,866 $ 99 $ 7,767
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. As of December 31, 2025, the Company has not repurchased any common stock under the SRP.
Common Stock Offering
On September 25, 2024, the Company completed an underwritten public offering of its common stock at a price to the public of $ 28.00 per share. The Company issued and sold 9,200,000 shares of its common stock, including 1,200,000 shares issued in connection with the full exercise of the underwriters' over-allotment option. The Company received $ 247.3 million of net proceeds, after deducting $ 10.3 million in underwriting discounts and commissions.
F-25
11. Stock-Based Compensation
Incentive Award Plan
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.
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.
The following table summarizes the Company's significant assumptions used in the Monte Carlo simulation models:
At Grant Date
2025 2024 2023
Volatility 27.00 % 31.00 % 34.00 %
Risk free interest rate 4.35 % 4.42 % 4.45 %
Dividend Yield 3.30 % 3.40 % 3.20 %
The following table summarizes the Company's RSU activity under the Incentive Award Plan:
Unvested Time-
Based RSUs Unvested Performance
and Market-Based RSUs Weighted Average Grant
Date Price Per Share
Outstanding as of January 1, 2023 123,427 712,051 $ 23.35
Shares granted 152,393 445,828 $ 18.40
Shares vested ( 126,885 ) ( 60,042 ) $ 29.50
Unearned performance shares — ( 69,803 ) $ 31.40
Shares forfeited ( 1,343 ) ( 3,263 ) $ 19.51
Outstanding as of December 31, 2023 147,592 1,024,771 $ 19.36
Shares granted 197,884 335,936 $ 19.78
Shares vested ( 155,511 ) ( 113,954 ) $ 26.33
Unearned performance shares — ( 82,665 ) $ 28.90
Shares forfeited ( 2,190 ) ( 17,360 ) $ 17.41
Outstanding as of December 31, 2024 187,775 1,146,728 $ 17.71
Shares granted 179,267 361,634 $ 22.98
Shares vested ( 162,425 ) ( 188,101 ) $ 20.95
Unearned performance shares — ( 188,100 ) $ 16.41
Shares forfeited ( 9,381 ) ( 3,401 ) $ 24.34
Outstanding as of December 31, 2025 195,236 1,128,760 $ 19.12
F-26
Employee Stock Purchase Plan
Employees may purchase up to an aggregate of 3,300,000 shares of the Company's common stock under the ESPP, of which 3,250,156 shares remain available as of December 31, 2025.
The following table summarizes the Company's activity under the ESPP:
Year ended December 31
2025 2024 2023
Shares purchased 24,209 13,907 11,728
Weighted average discounted issuance price $ 20.17 $ 20.14 $ 20.07
Issuance proceeds $ 488 $ 280 $ 235
Stock-Based Compensation Expense
The following table summarizes the Company's stock-based compensation expense:
Year ended December 31
2025 2024 2023
Incentive Award Plan, net (a) $ 10,765 $ 9,759 $ 8,953
Employee Stock Purchase Plan (b) 142 137 68
Stock-based compensation expense, net $ 10,907 $ 9,896 $ 9,021
(a) As of December 31, 2025, there was $ 11,577 of total estimated unrecognized compensation expense related to the Incentive Award Plan which will be recognized through December 2028.
(b) As of December 31, 2025, there was $ 179 of total estimated unrecognized compensation expense related to the ESPP which will be recognized through June 2027.
F-27
12. Segment Information
Segment 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, 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.
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.
The measure of segment assets regularly reviewed by the CODM is reported on the consolidated balance sheets as Total assets. No single tenant comprises 10% or more of the Company's Lease income, net for any years presented.
Net Operating Income
The following table reconciles net income, the most directly comparable GAAP measure, to NOI:
Year Ended December 31
2025 2024 2023
Net income $ 111,421 $ 13,658 $ 5,269
Adjustments to reconcile to NOI:
Other income and expense, net ( 3,575 ) ( 3,755 ) ( 5,480 )
Equity in losses of unconsolidated entities — — 557
Interest expense, net 34,519 37,100 38,138
Loss on extinguishment of debt — — 15
Gain on sale of investment properties, net ( 90,961 ) ( 3,857 ) ( 2,691 )
Impairment of real estate assets — 3,854 —
Depreciation and amortization 128,497 113,948 113,430
General and administrative 34,925 33,172 31,797
Other fee income — — ( 80 )
Adjustments to NOI (a) ( 8,401 ) ( 7,548 ) ( 7,528 )
NOI $ 206,425 $ 186,572 $ 173,427
(a) Adjustments to NOI include lease termination income and expense and GAAP Rent Adjustments.
Significant Expenses
The following table reflects the disaggregation of property operating expenses:
Year Ended December 31
2025 2024 2023
Repairs and maintenance $ 16,334 $ 13,366 $ 14,270
Payroll, benefits, and office 10,559 10,510 10,690
Utilities and waste removal 10,527 9,462 8,747
Property insurance 5,507 6,668 5,552
Security, legal, and other expenses 3,706 3,387 3,573
Lease termination expense — 20 —
Property operating expenses $ 46,633 $ 43,413 $ 42,832
F-28
13. Commitments and Contingencies
Legal Matters
The Company is subject, from time to time, to various types of third-party legal claims or litigation that arise in the ordinary course of business, including, but not limited to, property loss claims, personal injury or other damages resulting from contact with the Company's properties. These claims and lawsuits and any resulting damages are generally covered by the Company's insurance policies. The Company accrues for legal costs associated with loss contingencies when these costs are probable and reasonably estimable. 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.
Captive Insurance Company
In April 2023, the Company formed a wholly-owned captive insurance company (the "Captive"), which provides insurance coverage for all losses below the deductibles of the Company's third party liability insurance policies relating to wind, flood, named windstorm, earthquake, fire, and other property-related perils. 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.
The following table summarizes the activity in the liability for unpaid losses and loss adjustment expenses:
Year ended December 31
2025 2024
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.
F-29
The following table summarizes the Company's operating and finance leases as of December 31, 2025 and December 31, 2024:
As of
Balance Sheet Caption December 31, 2025 December 31, 2024
Operating lease ROU assets Deferred costs and other assets, net $ 2,683 $ 3,012
Operating lease ROU accumulated amortization Deferred costs and other assets, net $ ( 1,144 ) $ ( 1,163 )
Operating lease liabilities Other liabilities $ ( 2,129 ) $ ( 2,528 )
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
2025 2024
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
2027 529 578
2028 522 605
2029 493 605
2030 293 605
Thereafter — 71,211
Total expected minimum lease obligation 2,354 74,154
Less: Amount representing interest (a) ( 225 ) ( 63,072 )
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 IBR.
14. Subsequent Events
In preparing its consolidated financial statements, the Company evaluated events and transactions occurring after December 31, 2025 through the date the financial statements were issued for recognition and disclosure purposes.
F-30
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 (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
Bay Colony
Houston, TX — 8,287 41,714 — 4,622 8,287 46,336 54,623 5,969 2023
Bay Landing
Bonita Springs, FL — 1,687 9,283 — 112 1,687 9,395 11,082 1,480 2022
Bent Tree Plaza
Raleigh, NC — 1,983 7,093 — 839 1,983 7,932 9,915 4,200 2009
Blackhawk Town Center
Houston, TX — 10,265 6,156 — ( 40 ) 10,265 6,116 16,381 1,272 2023
Buckhead Crossing
Atlanta, GA — 7,565 27,104 — 4,898 7,565 32,002 39,567 14,600 2009
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
Durham, NC — 3,198 17,909 — ( 8 ) 3,198 17,901 21,099 4,268 2019
Coweta Crossing
Newnan, GA — 1,143 4,590 — ( 685 ) 1,143 3,905 5,048 2,234 2009
Custer Creek Village
Richardson, TX — 4,750 12,245 ( 177 ) 1,389 4,573 13,634 18,207 7,787 2007
Cyfair Town Center
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
Charlotte, NC — 2,327 14,321 — 175 2,327 14,496 16,823 1,594 2022
Eldorado Marketplace
Frisco, TX — 15,732 49,311 — 940 15,732 50,251 65,983 11,302 2019
Eldridge Town Center
Houston, TX — 3,200 16,687 1,761 6,208 4,961 22,895 27,856 11,485 2005
Escarpment Village
Austin, TX 26,000 19,641 51,763 — 1,035 19,641 52,798 72,439 7,637 2022
Garden Village
San Pedro, CA — 3,188 16,522 3,268 609 6,456 17,131 23,587 9,056 2009
Gateway Market Center
St. Petersburg, FL — 13,600 4,992 — 4,090 13,600 9,082 22,682 3,407 2010
Kennesaw Marketplace
Kennesaw, GA — 12,587 51,860 — 737 12,587 52,597 65,184 13,955 2018
F-31
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 (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 &
Lakeside Crossing
Winter Park, FL — 16,594 41,085 — ( 100 ) 16,594 40,985 57,579 9,982 2019
Market at Mill Creek
Mount Pleasant, SC — 2,435 20,324 — 57 2,435 20,381 22,816 901 2024
Market at Westlake
Westlake Hills, TX — 1,200 6,274 ( 64 ) ( 34 ) 1,136 6,240 7,376 3,825 2007
Mesa Shores
Mesa, AZ — 13,056 19,378 — ( 6 ) 13,056 19,372 32,428 71 2025
Moores Mill
Atlanta, GA — 5,180 17,653 — 10 5,180 17,663 22,843 1,154 2024
Nexton Square
Summerville, SC — 9,531 41,546 — 226 9,531 41,772 51,303 1,796 2024
Northcross Commons
Charlotte, NC — 7,591 21,303 — 931 7,591 22,234 29,825 7,249 2016
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, FL — 10,414 75,730 — 1,419 10,414 77,149 87,563 19,730 2018
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
Atlanta, GA — 5,295 23,946 — 1,219 5,295 25,165 30,460 6,882 2017
Prestonwood Town Center
Dallas, TX — 22,055 22,140 — 1,302 22,055 23,442 45,497 4,696 2021
Rea Farms
Charlotte, NC — 7,814 61,785 — 98 7,814 61,883 69,697 791 2025
Renaissance Center
Durham, NC — 26,713 96,141 — 7,336 26,713 103,477 130,190 37,093 2016
Rio Pinar Plaza
Orlando, FL — 5,171 26,903 676 2,073 5,847 28,976 34,823 10,207 2015
Riverview Village
Arlington, TX — 6,000 9,649 — 448 6,000 10,097 16,097 6,303 2007
Riverwalk Market
Flower Mound, TX — 5,931 23,922 — 268 5,931 24,190 30,121 8,082 2016
Rose Creek
Woodstock, GA — 1,443 5,630 — 102 1,443 5,732 7,175 3,038 2009
F-32
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 (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
Sarasota, FL — 12,000 25,823 — 18,507 12,000 44,330 56,330 14,776 2010
Scofield Crossing
Austin, TX — 8,100 4,992 ( 576 ) 2,923 7,524 7,915 15,439 3,693 2007
Scottsdale North Marketplace
Scottsdale, AZ — 6,505 14,683 — 328 6,505 15,011 21,516 1,069 2024
Shops at Arbor Trails
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, TX — 7,299 25,233 — 1,335 7,299 26,568 33,867 6,061 2019
Shops at the Galleria
Bee Cave, TX — 52,104 75,651 ( 597 ) 5,024 51,507 80,675 132,182 27,881 2016
Sonterra Village
San Antonio, TX — 5,150 15,095 ( 181 ) 689 4,969 15,784 20,753 5,562 2015
Southern Palm Crossing
Royal Palm Beach, FL — 37,735 49,843 ( 745 ) 3,010 36,990 52,853 89,843 13,200 2019
Stables Town Center
Houston, TX — 5,899 20,439 — 270 5,899 20,709 26,608 2,814 2023
Stonehenge Village
Midlothian, VA — 10,534 44,971 — 17 10,534 44,988 55,522 2,843 2024
Stone Ridge Market
San Antonio, TX — 8,935 38,754 — ( 5,093 ) 8,935 33,661 42,596 4,576 2022
Suncrest Village
Orlando, FL — 6,742 6,403 — 11,364 6,742 17,767 24,509 3,833 2014
Sycamore Commons
Matthews, NC — 12,500 31,265 — 4,024 12,500 35,289 47,789 15,722 2010
The Centre on
Hugh Howell
Tucker, GA — 2,250 11,091 — 1,821 2,250 12,912 15,162 6,960 2007
The Forum
Fort Myers, FL — 9,939 21,943 — 387 9,939 22,330 32,269 1,145 2024
The Highlands of
Flower Mound
Flower Mound, TX — 6,330 24,374 — ( 718 ) 6,330 23,656 29,986 3,344 2022
The Marketplace at
Encino Park
San Antonio, TX — 6,069 27,289 — 181 6,069 27,470 33,539 630 2025
The Parke
Cedar Park, TX — 9,271 83,078 — 2,570 9,271 85,648 94,919 25,607 2017
F-33
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 (C) Total (D) Accumulated Depreciation (E,F) Year Acquired
The Plant
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
Germantown, MD — 19,998 29,776 — 1,300 19,998 31,076 51,074 9,822 2017
Thomas Crossroads
Newnan, GA — 1,622 8,322 — 1,293 1,622 9,615 11,237 4,835 2009
Travilah Square
Rockville, MD — 8,964 39,836 — 1,540 8,964 41,376 50,340 8,725 2019
Twelve Oaks
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
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 &
Paraiso Parc
Pembroke Pines, FL — 28,267 124,019 — 8,266 28,267 132,285 160,552 40,742 2017
Westpark Shopping Center
Glen Allen, VA — 7,462 24,164 ( 4 ) 6,358 7,458 30,522 37,980 10,445 2015
Windward Commons
Alpharetta, GA — 12,823 13,779 ( 171 ) 852 12,652 14,631 27,283 5,205 2016
Total corporate assets — — — — 3,985 — 3,985 3,985 1,977 -
Total $ 117,605 $ 693,606 $ 2,145,276 $ 8,541 $ 150,576 $ 702,147 $ 2,295,852 $ 2,997,999 $ 525,830
Construction in progress — — — 7,473 — 7,473 7,473 —
Total investment properties $ 693,606 $ 2,145,276 $ 8,541 $ 158,049 $ 702,147 $ 2,303,325 $ 3,005,472 $ 525,830
F-34
INVENTRUST PROPERTIES CORP.
Schedule III - Real Estate and Accumulated Depreciation
(amounts stated in thousands)
Notes to Schedule III
The aggregate cost of real estate owned as of December 31, 2025, for federal income tax purposes was approximately $ 3,391,192 (unaudited).
(A) The initial cost to the Company represents the original purchase price of the asset, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
(B) Cost capitalized subsequent to acquisition includes additional tangible costs associated with investment properties. 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
Balance as of January 1 $ 2,838,870 $ 2,656,674 $ 2,481,662
Acquisitions and capital improvements 447,045 277,912 191,666
Disposals, impairment, and write-offs of assets no longer in service ( 280,443 ) ( 95,716 ) ( 16,654 )
Balance as of December 31 $ 3,005,472 $ 2,838,870 $ 2,656,674
(E) Reconciliation of accumulated depreciation:
2025 2024 2023
Balance at January 1, $ 511,969 $ 461,352 $ 389,361
Depreciation expense 88,689 82,603 78,560
Disposal, impairment, and write-offs of assets no longer in service ( 74,828 ) ( 31,986 ) ( 6,569 )
Balance at December 31, $ 525,830 $ 511,969 $ 461,352
(F) Depreciation is computed based upon the following estimated lives:
Buildings and other improvements 5 - 30 years
Tenant improvements Life of the lease
Furniture, fixtures and equipment 3 - 20 years
F-35