KITE REALTY GROUP TRUST 10-K

ITEM 9A. CONTROLS AND PROCEDURES Kite Realty Group Trust Evaluation of Disclosure Controls and Procedures An evaluation was performed under the supervision and with the participation of the Parent Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Parent Company’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective. Changes in Internal Control Over Financial Reporting There were no changes to the Parent Company’s internal control over financial reporting during the fourth quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. Management Report on Internal Control Over Financial Reporting The Parent Company is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision of and with the participation of the Parent Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control – Integrated Framework, the Parent Company’s management has concluded that its internal control over financial reporting was effective as of December 31, 2023. The Parent Company’s 51 independent auditors, KPMG LLP, an independent registered public accounting firm, have issued a report on its internal control over financial reporting as stated in their report which is included herein. The Parent Company’s internal control system was designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Kite Realty Group, L.P. Evaluation of Disclosure Controls and Procedures An evaluation was performed under the supervision and with the participation of the Operating Partnership’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Operating Partnership’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective. Changes in Internal Control Over Financial Reporting There were no changes to the Operating Partnership’s internal control over financial reporting during the fourth quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. Management Report on Internal Control Over Financial Reporting The Operating Partnership is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision of and with the participation of the Operating Partnership’s management, including its Chief Executive Officer and Chief Financial Officer, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control – Integrated Framework, the Operating Partnership’s management has concluded that its internal control over financial reporting was effective as of December 31, 2023. The Operating Partnership’s independent auditors, KPMG LLP, an independent registered public accounting firm, have issued a report on its internal control over financial reporting as stated in their report which is included herein. The Operating Partnership’s internal control system was designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 52 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Trustees of Kite Realty Group Trust: Opinion on Internal Control Over Financial Reporting We have audited Kite Realty Group Trust and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2023, 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, 2023, 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, 2023 and 2022, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 20, 2024 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 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 Indianapolis, Indiana February 20, 2024 53 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners of Kite Realty Group, L.P. and subsidiaries and Board of Trustees of Kite Realty Group Trust: Opinion on Internal Control Over Financial Reporting We have audited Kite Realty Group, L.P. and subsidiaries’ (the Partnership) internal control over financial reporting as of December 31, 2023, 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 Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, 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 Partnership as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, partner’s equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 20, 2024 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Partnership’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 Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’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 Partnership 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 Indianapolis, Indiana February 20, 2024 54 ITEM 9B. OTHER INFORMATION Trading Arrangements During the three months ended December 31, 2023, none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item is hereby incorporated by reference to the material appearing in our 2024 Annual Meeting Proxy Statement (the “Proxy Statement”), which we intend to file within 120 days after our fiscal year-end in accordance with Regulation 14A. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement. 55 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of this report: (1) Financial Statements: Consolidated financial statements for the Company listed on the index immediately preceding the financial statements at the end of this report. (2) Financial Statement Schedule: Financial statement schedule for the Company listed on the index immediately preceding the financial statements at the end of this report. (3) Exhibits: The Company files as part of this report the exhibits listed on the Exhibit Index. (b) Exhibits: The Company files as part of this report the exhibits listed on the Exhibit Index. Other financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. (c) Financial Statement Schedule: The Company files as part of this report the financial statement schedule listed on the index immediately preceding the financial statements at the end of this report. 56 EXHIBIT INDEX Exhibit No. Description Location 2.1 Agreement and Plan of Merger by and among Kite Realty Group Trust, KRG Magellan, LLC and Inland Diversified Real Estate Trust, Inc., dated February 9, 2014 Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on February 11, 2014 2.2 Agreement and Plan of Merger, dated as of July 18, 2021, by and among Kite Realty Group Trust, KRG Oak, LLC, and Retail Properties of America, Inc. Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 19, 2021 3.1 Articles of Amendment and Restatement of Declaration of Trust of Kite Realty Group Trust, as supplemented and amended Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 28, 2022 3.2 Third Amended and Restated Bylaws of Kite Realty Group Trust, effective November 8, 2023 Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on November 9, 2023 3.3 Certificate of Limited Partnership of Kite Realty Group, L.P. Incorporated by reference to Exhibit 3.7 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 22, 2021 4.1 Form of Common Share Certificate Incorporated by reference to Exhibit 4.1 to Kite Realty Group Trust’s registration statement on Form S-11 (File No. 333-114224) declared effective by the SEC on August 10, 2004 4.2 Indenture, dated September 26, 2016, between Kite Realty Group, L.P., as issuer, and U.S. Bank National Association, as trustee Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 27, 2016 4.3 First Supplemental Indenture, dated September 26, 2016, among Kite Realty Group, L.P., Kite Realty Group Trust, as possible future guarantor, and U.S. Bank National Association Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 27, 2016 4.4 Form of Global Note representing the 4.000% Senior Notes due 2026 (included in Exhibit 4.3) Incorporated by reference to Exhibits 4.2 and 4.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 27, 2016 4.5 Second Supplemental Indenture, dated January 17, 2024, among Kite Realty Group, L.P., as issuer, Kite Realty Group Trust, as possible future guarantor, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee Incorporated by reference to Exhibits 4.2 and 4.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on January 17, 2024 4.6 Form of Global Note representing the 5.500% Senior Notes due 2034 (included in Exhibit 4.5) Incorporated by reference to Exhibits 4.2 and 4.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on January 17, 2024 4.7 Indenture, dated as of March 22, 2021, among Kite Realty Group, L.P., as issuer, Kite Realty Group Trust, as REIT, and U.S. Bank National Association, as trustee Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 22, 2021 4.8 Form of Global Note representing the 0.75% Exchangeable Senior Notes due 2027 (included in Exhibit 4.7) Incorporated by reference to Exhibit 4.1 and 4.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 22, 2021 4.9 Indenture, dated March 12, 2015, by and between Retail Properties of America, Inc. as Issuer and U.S. Bank National Association as Trustee Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on March 12, 2015 57 Exhibit No. Description Location 4.10 First Supplemental Indenture, dated March 12, 2015, by and between Retail Properties of America, Inc. as Issuer and U.S. Bank National Association as Trustee Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on March 12, 2015 4.11 Second Supplemental Indenture, dated July 21, 2020, by and between Retail Properties of America, Inc. as Issuer and U.S. Bank National Association as Trustee Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on July 21, 2020 4.12 Third Supplemental Indenture, dated August 25, 2020, by and between Retail Properties of America, Inc. as Issuer and U.S. Bank National Association as Trustee Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on August 25, 2020 4.13 Fourth Supplemental Indenture, dated as of October 22, 2021, between Kite Realty Group, L.P., as successor company, and U.S. Bank National Association, as trustee Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 4.14 Description of the Registrant’s Securities Filed herewith 10.1 Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P., dated as of August 16, 2004 Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004 10.2 Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P., dated as of December 7, 2010 Incorporate by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 13, 2010 10.3 Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 12, 2012 10.4 Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 29, 2014 10.5 Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 5, 2019 10.6 Amendment No. 5 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 26, 2019 10.7 Amendment No. 6 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on August 7, 2023 10.8 Executive Employment Agreement, dated as of December 29, 2020, by and between the Company and John A. Kite* Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 31, 2020 10.9 Executive Employment Agreement, dated as of December 29, 2020, by and between the Company and Thomas K. McGowan* Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 31, 2020 10.10 Executive Employment Agreement, dated as of December 29, 2020, by and between the Company and Heath R. Fear* Incorporated by reference to Exhibit 10.3 the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 31, 2020 58 Exhibit No. Description Location 10.11 Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and John A. Kite* Incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004 10.12 Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Thomas K. McGowan* Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004 10.13 Indemnification Agreement, dated as of November 5, 2018, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Heath R. Fear* Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on November 7, 2018 10.14 Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and William E. Bindley* Incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004 10.15 Indemnification Agreement, dated as of March 8, 2013, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Victor J. Coleman* Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on March 8, 2013 10.16 Indemnification Agreement, dated as of March 7, 2014, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Christie B. Kelly* Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on March 7, 2014 10.17 Indemnification Agreement, dated as of March 7, 2014, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and David R. O’Reilly* Incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on March 7, 2014 10.18 Indemnification Agreement, dated as of March 7, 2014, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Barton R. Peterson* Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of Kite Realty Group Trust filled with the SEC on March 7, 2014 10.19 Indemnification Agreement, dated as of February 27, 2015, by and between Kite Realty Group Trust, Kite Realty Group, L.P., and Lee A. Daniels* Incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015 10.20 Indemnification Agreement, dated as of February 27, 2015, by and between Kite Realty Group Trust, Kite Realty Group, L.P., and Charles H. Wurtzebach* Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015 10.21 Indemnification Agreement, dated as of February 16, 2021, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Caroline L. Young* Incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 22, 2021 10.22 Indemnification Agreement, dated as of March 24, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Derrick Burks* Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 25, 2021 10.23 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Bonnie S. Biumi* Incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.24 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Gerald M. Gorski* Incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.25 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Steven P. Grimes* Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 59 Exhibit No. Description Location 10.26 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Peter L. Lynch* Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.27 Kite Realty Group Trust 2008 Employee Share Purchase Plan* Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 12, 2008 10.28 Registration Rights Agreement, dated as of August 16, 2004, by and among the Company, Alvin E. Kite, Jr., John A. Kite, Paul W. Kite, Thomas K. McGowan, Daniel R. Sink, George F. McMannis, Mark Jenkins, C. Kenneth Kite, David Grieve and KMI Holdings, LLC Incorporated by reference to Exhibit 10.32 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004 10.29 Amendment No. 1 to Registration Rights Agreement, dated August 29, 2005, by and among the Company and the other parties listed on the signature page thereto Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on November 14, 2005 10.30 Registration Rights Agreement, dated as of March 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and the initial purchasers party thereto Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 22, 2021 10.31 Tax Protection Agreement, dated August 16, 2004, by and among the Company, Kite Realty Group, L.P., Alvin E. Kite, Jr., John A. Kite, Paul W. Kite, Thomas K. McGowan and C. Kenneth Kite Incorporated by reference to Exhibit 10.33 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004 10.32 Form of 2014 Outperformance LTIP Unit Award Agreement* Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 29, 2014 10.33 Form of 2016 Outperformance Plan LTIP Unit Agreement* Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on February 3, 2016 10.34 Kite Realty Group Trust 2013 Equity Incentive Plan, as amended and restated as of May 11, 2022* Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 13, 2022 10.35 Form of Nonqualified Share Option Agreement under 2013 Equity Incentive Plan* Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 14, 2013 10.36 Form of Restricted Share Agreement under 2013 Equity Incentive Plan* Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 14, 2013 10.37 Retail Properties of America, Inc. Amended and Restated 2014 Long-Term Equity Compensation Plan* Incorporated by reference to Exhibit 10.1 of the Registration on Form S-8 of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.38 Kite Realty Group Trust Trustee Deferred Compensation Plan* Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on August 9, 2006 10.39 Form of Performance Share Unit Agreement under 2013 Equity Incentive Plan* Incorporated by reference to Exhibit 10.38 of the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2017 10.40 Form of Performance Restricted Share Agreement under 2013 Equity Incentive Plan* Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on November 7, 2018 60 Exhibit No. Description Location 10.41 Form of Appreciation Only LTIP Unit Agreement* Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 5, 2019 10.42 Form of LTIP Unit Agreement* Incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 22, 2021 10.43 Form of Performance LTIP Unit Agreement* Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on May 6, 2022 10.44 Term Loan Agreement, dated as of October 25, 2018, by and among Kite Realty Group, L.P., KeyBank National Association, as Administrative Agent, and the other lenders party thereto Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 26, 2018 10.45 Springing Guaranty, dated as of October 25, 2018, by Kite Realty Group Trust Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 26, 2018 10.46 First Amendment to Term Loan Agreement, dated as of December 21, 2022, by and among Kite Realty Group, L.P., KeyBank National Association, as Administrative Agent, and the other lenders party thereto Incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 21, 2023 10.47 Note Purchase Agreement, dated as of August 28, 2015, by and among Kite Realty Group, L.P., and the other parties named therein as Purchasers Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 3, 2015 10.48 Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021, by and among Retail Properties of America, Inc. as Borrower and KeyBank National Association as Administrative Agent, Wells Fargo Securities, LLC and KeyBanc Capital Markets Inc. as Joint Book Managers, Wells Fargo Bank, National Association as Syndication Agent, Capital One, National Association, PNC Capital Markets LLC, Regions Capital Markets, and TD Bank, N.A. as Joint Lead Arrangers, each of Capital One, National Association, PNC Bank, National Association, Regions Bank, TD Bank, N.A., U.S. Bank National Association, Bank of America, N.A., Citibank, N.A., and The Bank of Nova Scotia as Documentation Agents, and certain lenders from time to time parties hereto, as Lenders Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on August 4, 2021. 10.49 First Amendment to Sixth Amended and Restated Credit Agreement, dated as of October 22, 2021, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as administrative agent, and the lenders party thereto Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.50 Second Amendment to Sixth Amended and Restated Credit Agreement, dated as of July 29, 2022, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as administrative agent, and the lenders party thereto Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 2, 2022 10.51 Springing Guaranty, dated as of October 22, 2021, by Kite Realty Group Trust Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.52 Term Loan Agreement, dated as of July 17, 2019, by and among Retail Properties of America, Inc., as borrower, and KeyBank National Association, as administrative agent, KeyBanc Capital Markets Inc., as book runner, KeyBanc Capital Markets Inc., Branch Banking and Trust Company, PNC Capital Markets LLC, TD Bank and Wells Fargo Bank, National Association, as joint lead arrangers, Branch Banking and Trust Company, PNC Bank, National Association, TD Bank and Wells Fargo Bank, National Association, as co-syndication agents, and the initial lenders named therein Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on July 23, 2019 61 Exhibit No. Description Location 10.53 First Amendment to Term Loan Agreement, dated as of May 4, 2020, by and among Retail Properties of America, Inc. as Borrower and KeyBank National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on May 6, 2020 10.54 Second Amendment to Term Loan Agreement, dated as of July 19, 2021, by and among Retail Properties of America, Inc. as Borrower and KeyBank National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on August 4, 2021 10.55 Third Amendment to Term Loan Agreement, dated as of October 22, 2021, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as administrative agent, and the lenders party thereto Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.56 Fourth Amendment to Term Loan Agreement, dated as of July 29, 2022, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as administrative agent, and the lenders party thereto Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 2, 2022 10.57 Springing Guaranty, dated as of October 22, 2021, by Kite Realty Group Trust Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.58 Term Loan Agreement, dated as of November 22, 2016, by and among Retail Properties of America, Inc. as Borrower and Capital One, National Association as Administrative Agent, Capital One, National Association, PNC Capital Markets LLC, TD Bank, N.A., and Regions Bank as Joint Lead Arrangers and Joint Book Managers, TD Bank, N.A. as Syndication Agent, PNC Capital Markets LLC and Regions Bank as Co-Documentation Agent, and Certain Lenders from time to time parties thereto, as Lenders Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on November 29, 2016 10.59 First Amendment to Term Loan Agreement, dated as of May 17, 2018, by and among Retail Properties of America, Inc. as Borrower and Capital One, National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on August 1, 2018 10.60 Second Amendment to Term Loan Agreement, dated as of November 20, 2018, by and among Retail Properties of America, Inc. as Borrower and Capital One, National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders Incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K of Retail Properties of America, Inc. filed with the SEC on February 13, 2019 10.61 Third Amendment to Term Loan Agreement, dated as of May 4, 2020, by and among Retail Properties of America, Inc. as Borrower and Capital One, National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on May 6, 2020 10.62 Fourth Amendment to Term Loan Agreement, dated as of October 22, 2021, by and among Kite Realty Group, L.P., Kite Realty Group Trust, Capital One, National Association, as administrative agent, and the lenders party thereto Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.63 Springing Guaranty, dated as of October 22, 2021, by Kite Realty Group Trust Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.64 Note Purchase Agreement dated as of May 16, 2014 among the Retail Properties of America, Inc. as issuer and certain institutions as purchasers Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on May 22, 2014 10.65 Assumption Agreement with respect to the 2014 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.66 Springing Guaranty with respect to the 2014 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group Trust Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 62 Exhibit No. Description Location 10.67 Note Purchase Agreement dated as of September 30, 2016, among Retail Properties of America, Inc. as issuer and certain institutions as purchasers Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on October 5, 2016 10.68 Assumption Agreement with respect to the 2016 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.69 Springing Guaranty with respect to the 2016 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group Trust Incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.70 Note Purchase Agreement dated as of April 5, 2019 among Retail Properties of America, Inc. as issuer and certain institutions as purchasers Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on April 9, 2019 10.71 Assumption Agreement with respect to the 2019 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.72 Springing Guaranty with respect to the 2019 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group Trust Incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 21.1 List of Subsidiaries Filed herewith 23.1 Consent of KPMG LLP relating to the Parent Company Filed herewith 23.2 Consent of KPMG LLP relating to the Operating Partnership Filed herewith 31.1 Certification of principal executive officer of the Parent Company required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of principal financial officer of the Parent Company required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.3 Certification of principal executive officer of the Operating Partnership required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.4 Certification of principal financial officer of the Operating Partnership required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Certification of Chief Executive Officer and Chief Financial Officer of the Parent Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.2 Certification of Chief Executive Officer and Chief Financial Officer of the Operating Partnership pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith 97.1 Kite Realty Group Trust Compensation Recovery Policy Filed herewith 101.INS Inline XBRL Instance Document Filed herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 63 Exhibit No. Description Location 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed herewith * Denotes a management contract or compensatory, plan contract or arrangement. ITEM 16. FORM 10-K SUMMARY Not applicable. 64 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. KITE REALTY GROUP TRUST (Registrant) /s/ JOHN A. KITE John A. Kite Date: February 20, 2024 Chairman and Chief Executive Officer (Principal Executive Officer) /s/ HEATH R. FEAR Heath R. Fear Date: February 20, 2024 Executive Vice President and Chief Financial Officer (Principal Financial Officer) KITE REALTY GROUP L.P. (Registrant) By: Kite Realty Group Trust, its sole general partner /s/ JOHN A. KITE John A. Kite Date: February 20, 2024 Chairman and Chief Executive Officer (Principal Executive Officer) /s/ HEATH R. FEAR Heath R. Fear Date: February 20, 2024 Executive Vice President and Chief Financial Officer (Principal Financial Officer) 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. 65 Signature Title Date /s/ JOHN A. KITE Chairman, Chief Executive Officer, and Trustee (Principal Executive Officer) February 20, 2024 (John A. Kite) /s/ WILLIAM E. BINDLEY Trustee February 20, 2024 (William E. Bindley) /s/ BONNIE S. BIUMI Trustee February 20, 2024 (Bonnie S. Biumi) /s/ DERRICK BURKS Trustee February 20, 2024 (Derrick Burks) /s/ VICTOR J. COLEMAN Trustee February 20, 2024 (Victor J. Coleman) /s/ GERALD M. GORSKI Trustee February 20, 2024 (Gerald M. Gorski) /s/ STEVEN P. GRIMES Trustee February 20, 2024 (Steven P. Grimes) /s/ CHRISTIE B. KELLY Trustee February 20, 2024 (Christie B. Kelly) /s/ PETER L. LYNCH Trustee February 20, 2024 (Peter L. Lynch) /s/ DAVID R. O’REILLY Trustee February 20, 2024 (David R. O’Reilly) /s/ BARTON R. PETERSON Trustee February 20, 2024 (Barton R. Peterson) /s/ CHARLES H. WURTZEBACH Trustee February 20, 2024 (Charles H. Wurtzebach) /s/ CAROLINE L. YOUNG Trustee February 20, 2024 (Caroline L. Young) /s/ HEATH R. FEAR Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 20, 2024 (Heath R. Fear) /s/ DAVID E. BUELL Senior Vice President, Chief Accounting Officer February 20, 2024 (David E. Buell) 66 KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS Page Consolidated Financial Statements: Kite Realty Group Trust Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 ) F-1 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-5 Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 F-6 Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021 F-7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 F-8 Kite Realty Group, L.P. and subsidiaries Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 ) F-3 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-9 Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 F-10 Consolidated Statements of Partner’s Equity for the Years Ended December 31, 2023, 2022 and 2021 F-11 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 F-12 Kite Realty Group Trust and Kite Realty Group, L.P. and subsidiaries Notes to Consolidated Financial Statements F-13 Financial Statement Schedule: Kite Realty Group Trust and Kite Realty Group, L.P. and subsidiaries Schedule III – Consolidated Real Estate and Accumulated Depreciation F-43 Notes to Schedule III F-49 All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are not applicable and therefore have been omitted. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Trustees of Kite Realty Group Trust: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Kite Realty Group Trust and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (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, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, 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, 2023, 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 20, 2024 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. Evaluation of investment properties for potential impairment As discussed in Note 2 to the consolidated financial statements, land, buildings, and improvements, net was $7,684,066 thousand as of December 31, 2023. The Company’s investment properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. This review for potential impairment triggering events requires certain assumptions, estimates, and significant judgment, including about the anticipated holding period for an investment property. We identified the evaluation of certain investment properties for potential impairment as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the Company’s intent and ability to hold investment properties for particular periods of time. A shortening of the anticipated holding period could indicate a potential impairment. F-1 The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to evaluate potential impairment triggering events, including a control related to the evaluation of the holding period. We compared the holding periods assumed in the Company’s analysis to the Company’s historical holding periods for similar properties. We inquired of Company management and inspected documents, such as meeting minutes of the board of trustees and its sub-committees, and management’s capital allocation committee to evaluate the Company’s intent and ability to hold investment properties for particular periods of time. We read external communications with investors and analysts in order to identify information regarding potential sales of the Company’s investment properties. /s/ KPMG LLP We have served as the Company’s auditor since 2020. Indianapolis, Indiana February 20, 2024 F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners of Kite Realty Group, L.P. and subsidiaries and Board of Trustees of Kite Realty Group Trust: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Kite Realty Group, L.P. and subsidiaries (the Partnership) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, partner’s equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, 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 Partnership’s internal control over financial reporting as of December 31, 2023, 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 20, 2024 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Partnership’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 Partnership 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. Evaluation of investment properties for potential impairment As discussed in Note 2 to the consolidated financial statements, land, buildings, and improvements, net was $7,684,066 thousand as of December 31, 2023. The Partnership’s investment properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. This review for potential impairment triggering events requires certain assumptions, estimates, and significant judgment, including about the anticipated holding period for an investment property. We identified the evaluation of certain investment properties for potential impairment as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the Partnership’s intent and ability to hold investment properties for particular periods of time. A shortening of the anticipated holding period could indicate a potential impairmen t . F-3 The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Partnership’s process to evaluate potential impairment triggering events, including a control related to the evaluation of the holding period. We compared the holding periods assumed in the Partnership’s analysis to the Partnership’s historical holding periods for similar properties. We inquired of Partnership management and inspected documents, such as meeting minutes of Kite Realty Group Trust’s (the Parent Company’s) board of trustees and its sub-committees, and management’s capital allocation committee to evaluate the Partnership’s intent and ability to hold investment properties for particular periods of time. We read external communications with investors and analysts in order to identify information regarding potential sales of the Partnership’s investment properties. /s/ KPMG LLP We have served as the Partnership’s auditor since 2020. Indianapolis, Indiana February 20, 2024 F-4 KITE REALTY GROUP TRUST Consolidated Balance Sheets (in thousands, except share and per share data) December 31, 2023 December 31, 2022 Assets: Investment properties, at cost: $ 7,740,061 $ 7,732,573 Less: accumulated depreciation ( 1,381,770 ) ( 1,161,148 ) Net investment properties 6,358,291 6,571,425 Cash and cash equivalents 36,413 115,799 Tenant and other receivables, including accrued straight-line rent of $ 55,482 and $ 44,460 , respectively 113,290 101,301 Restricted cash and escrow deposits 5,017 6,171 Deferred costs, net 304,171 409,828 Prepaid and other assets 117,834 127,044 Investments in unconsolidated subsidiaries 9,062 10,414 Total assets $ 6,944,078 $ 7,341,982 Liabilities and Equity: Liabilities: Mortgage and other indebtedness, net $ 2,829,202 $ 3,010,299 Accounts payable and accrued expenses 198,079 207,792 Deferred revenue and other liabilities 272,942 298,039 Total liabilities 3,300,223 3,516,130 Commitments and contingencies Limited Partners’ interests in the Operating Partnership 73,287 53,967 Equity: Common shares, $ 0.01 par value, 490,000,000 shares authorized, 219,448,429 and 219,185,658 shares issued and outstanding at December 31, 2023 and 2022, respectively 2,194 2,192 Additional paid-in capital 4,886,592 4,897,736 Accumulated other comprehensive income 52,435 74,344 Accumulated deficit ( 1,373,083 ) ( 1,207,757 ) Total shareholders’ equity 3,568,138 3,766,515 Noncontrolling interests 2,430 5,370 Total equity 3,570,568 3,771,885 Total liabilities and equity $ 6,944,078 $ 7,341,982 The accompanying notes are an integral part of these consolidated financial statements. F-5 KITE REALTY GROUP TRUST Consolidated Statements of Operations and Comprehensive Income (in thousands, except share and per share data) Year Ended December 31, 2023 2022 2021 Revenue: Rental income $ 810,146 $ 782,349 $ 367,399 Other property-related revenue 8,492 11,108 4,683 Fee income 4,366 8,539 1,242 Total revenue 823,004 801,996 373,324 Expenses: Property operating 107,958 107,217 55,561 Real estate taxes 102,426 104,589 49,530 General, administrative and other 56,142 54,860 33,984 Merger and acquisition costs — 925 86,522 Depreciation and amortization 426,361 469,805 200,460 Impairment charges 477 — — Total expenses 693,364 737,396 426,057 Gain on sales of operating properties, net 22,601 27,069 31,209 Operating income (loss) 152,241 91,669 ( 21,524 ) Other (expense) income: Interest expense ( 105,349 ) ( 104,276 ) ( 60,447 ) Income tax (expense) benefit of taxable REIT subsidiary ( 533 ) ( 43 ) 310 Equity in earnings (loss) of unconsolidated subsidiaries 33 256 ( 416 ) Other income, net 1,991 240 355 Net income (loss) 48,383 ( 12,154 ) ( 81,722 ) Net (income) loss attributable to noncontrolling interests ( 885 ) ( 482 ) 916 Net income (loss) attributable to common shareholders $ 47,498 $ ( 12,636 ) $ ( 80,806 ) Net income (loss) per common share – basic and diluted $ 0.22 $ ( 0.06 ) $ ( 0.73 ) Weighted average common shares outstanding – basic 219,344,832 219,074,448 110,637,562 Weighted average common shares outstanding – diluted 219,728,283 219,074,448 110,637,562 Net income (loss) $ 48,383 $ ( 12,154 ) $ ( 81,722 ) Change in fair value of derivatives ( 22,008 ) 91,271 15,670 Total comprehensive income (loss) 26,375 79,117 ( 66,052 ) Comprehensive (income) loss attributable to noncontrolling interests ( 786 ) ( 1,507 ) 229 Comprehensive income (loss) attributable to the Company $ 25,589 $ 77,610 $ ( 65,823 ) The accompanying notes are an integral part of these consolidated financial statements. F-6 KITE REALTY GROUP TRUST Consolidated Statements of Shareholders’ Equity (in thousands, except share data) Common Shares Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Shares Amount Balance at December 31, 2020 84,187,999 $ 842 $ 2,085,003 $ ( 30,885 ) $ ( 824,306 ) $ 1,230,654 Stock compensation activity 245,333 2 6,793 — — 6,795 Shares withheld for employee taxes ( 714,569 ) ( 7 ) ( 15,031 ) — — ( 15,038 ) Issuance of common stock – RPAI merger 134,931,465 1,349 2,846,020 — — 2,847,369 Other comprehensive income — — — 14,983 — 14,983 Distributions to common shareholders — — — — ( 57,801 ) ( 57,801 ) Net loss attributable to common shareholders — — — — ( 80,806 ) ( 80,806 ) Purchase of capped calls — — ( 9,800 ) — — ( 9,800 ) Exchange of redeemable noncontrolling interests for common shares 299,341 3 4,235 — — 4,238 Adjustment to redeemable noncontrolling interests — — ( 18,547 ) — — ( 18,547 ) Balance at December 31, 2021 218,949,569 $ 2,189 $ 4,898,673 $ ( 15,902 ) $ ( 962,913 ) $ 3,922,047 Stock compensation activity 151,089 2 9,544 — — 9,546 Other comprehensive income — — — 90,246 — 90,246 Distributions to common shareholders — — — — ( 232,208 ) ( 232,208 ) Net loss attributable to common shareholders — — — — ( 12,636 ) ( 12,636 ) Acquisition of partner’s noncontrolling interest in Killingly Commons — — 416 — — 416 Exchange of redeemable noncontrolling interests for common shares 85,000 1 1,669 — — 1,670 Adjustment to redeemable noncontrolling interests — — ( 12,566 ) — — ( 12,566 ) Balance at December 31, 2022 219,185,658 $ 2,192 $ 4,897,736 $ 74,344 $ ( 1,207,757 ) $ 3,766,515 Stock compensation activity 189,610 2 10,789 — — 10,791 Other comprehensive loss — — — ( 21,909 ) — ( 21,909 ) Distributions to common shareholders — — — — ( 212,824 ) ( 212,824 ) Net income attributable to common shareholders — — — — 47,498 47,498 Exchange of redeemable noncontrolling interests for common shares 73,161 — 1,568 — — 1,568 Adjustment to redeemable noncontrolling interests — — ( 23,501 ) — — ( 23,501 ) Balance at December 31, 2023 219,448,429 $ 2,194 $ 4,886,592 $ 52,435 $ ( 1,373,083 ) $ 3,568,138 The accompanying notes are an integral part of these consolidated financial statements. F-7 KITE REALTY GROUP TRUST Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income (loss) $ 48,383 $ ( 12,154 ) $ ( 81,722 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 429,970 472,969 203,142 Gain on sales of operating properties, net ( 22,601 ) ( 27,069 ) ( 31,209 ) Impairment charges 477 — — Straight-line rent ( 11,812 ) ( 16,632 ) ( 5,391 ) Compensation expense for equity awards 10,116 10,280 6,697 Amortization of debt fair value adjustments ( 13,366 ) ( 13,521 ) ( 2,993 ) Amortization of in-place lease assets and liabilities ( 12,025 ) ( 4,821 ) ( 2,611 ) Changes in assets and liabilities: Tenant receivables ( 940 ) ( 16,763 ) ( 3,102 ) Deferred costs and other assets ( 29,912 ) 7,522 6,857 Accounts payable, accrued expenses, deferred revenue and other liabilities ( 3,642 ) ( 20,528 ) 10,683 Net cash provided by operating activities 394,648 379,283 100,351 Cash flows from investing activities: Cash and restricted cash acquired in the RPAI merger — — 14,992 Acquisitions of interests in properties ( 78,274 ) ( 100,142 ) ( 10,445 ) Capital expenditures ( 142,578 ) ( 158,540 ) ( 57,313 ) Net proceeds from sales of land 3,166 4,716 54,157 Net proceeds from sales of operating properties 137,687 75,699 26,556 Investment in short-term deposits — 125,000 ( 125,000 ) Small business loan repayments 346 657 712 Change in construction payables ( 2,078 ) 6,341 4,413 Distribution from unconsolidated joint venture — 1,245 1,029 Capital contribution to unconsolidated joint venture — ( 125 ) ( 134 ) Net cash used in investing activities ( 81,731 ) ( 45,149 ) ( 91,033 ) Cash flows from financing activities: Proceeds from issuance of common shares, net 86 30 31 Repurchases of common shares upon the vesting of restricted shares ( 767 ) ( 1,535 ) ( 15,031 ) Purchase of capped calls — — ( 9,800 ) Debt and equity issuance costs ( 767 ) ( 5,159 ) ( 8,141 ) Loan proceeds 369,095 455,000 215,000 Loan payments ( 544,410 ) ( 568,963 ) ( 77,591 ) Distributions paid – common shareholders ( 210,546 ) ( 179,624 ) ( 57,801 ) Distributions paid – redeemable noncontrolling interests ( 2,952 ) ( 2,622 ) ( 2,208 ) Distributions to noncontrolling interests ( 3,196 ) — — Acquisition of partner’s noncontrolling interest in Killingly Commons joint venture — ( 9,654 ) — Net cash (used in) provided by financing activities ( 393,457 ) ( 312,527 ) 44,459 Net change in cash, cash equivalents and restricted cash ( 80,540 ) 21,607 53,777 Cash, cash equivalents and restricted cash, beginning of year 121,970 100,363 46,586 Cash, cash equivalents and restricted cash, end of year $ 41,430 $ 121,970 $ 100,363 Supplemental disclosures Cash paid for interest, net of capitalized interest $ 120,870 $ 113,744 $ 59,552 Non-cash investing and financing activities Exchange of redeemable noncontrolling interests for common shares $ 1,568 $ 1,670 $ 4,236 The accompanying notes are an integral part of these consolidated financial statements. F-8 KITE REALTY GROUP, L.P. AND SUBSIDIARIES Consolidated Balance Sheets (in thousands, except unit and per unit data) December 31, 2023 December 31, 2022 Assets: Investment properties, at cost: $ 7,740,061 $ 7,732,573 Less: accumulated depreciation ( 1,381,770 ) ( 1,161,148 ) Net investment properties 6,358,291 6,571,425 Cash and cash equivalents 36,413 115,799 Tenant and other receivables, including accrued straight-line rent of $ 55,482 and $ 44,460 , respectively 113,290 101,301 Restricted cash and escrow deposits 5,017 6,171 Deferred costs, net 304,171 409,828 Prepaid and other assets 117,834 127,044 Investments in unconsolidated subsidiaries 9,062 10,414 Total assets $ 6,944,078 $ 7,341,982 Liabilities and Equity: Liabilities: Mortgage and other indebtedness, net $ 2,829,202 $ 3,010,299 Accounts payable and accrued expenses 198,079 207,792 Deferred revenue and other liabilities 272,942 298,039 Total liabilities 3,300,223 3,516,130 Commitments and contingencies Limited Partners’ interests in the Operating Partnership 73,287 53,967 Partners’ Equity: Common equity, 219,448,429 and 219,185,658 units issued and outstanding at December 31, 2023 and 2022, respectively 3,515,703 3,692,171 Accumulated other comprehensive income 52,435 74,344 Total Partners’ equity 3,568,138 3,766,515 Noncontrolling interests 2,430 5,370 Total equity 3,570,568 3,771,885 Total liabilities and equity $ 6,944,078 $ 7,341,982 The accompanying notes are an integral part of these consolidated financial statements. F-9 KITE REALTY GROUP, L.P. AND SUBSIDIARIES Consolidated Statements of Operations and Comprehensive Income (in thousands, except unit and per unit data) Year Ended December 31, 2023 2022 2021 Revenue: Rental income $ 810,146 $ 782,349 $ 367,399 Other property-related revenue 8,492 11,108 4,683 Fee income 4,366 8,539 1,242 Total revenue 823,004 801,996 373,324 Expenses: Property operating 107,958 107,217 55,561 Real estate taxes 102,426 104,589 49,530 General, administrative and other 56,142 54,860 33,984 Merger and acquisition costs — 925 86,522 Depreciation and amortization 426,361 469,805 200,460 Impairment charges 477 — — Total expenses 693,364 737,396 426,057 Gain on sales of operating properties, net 22,601 27,069 31,209 Operating income (loss) 152,241 91,669 ( 21,524 ) Other (expense) income: Interest expense ( 105,349 ) ( 104,276 ) ( 60,447 ) Income tax (expense) benefit of taxable REIT subsidiary ( 533 ) ( 43 ) 310 Equity in earnings (loss) of unconsolidated subsidiaries 33 256 ( 416 ) Other income, net 1,991 240 355 Net income (loss) 48,383 ( 12,154 ) ( 81,722 ) Net income attributable to noncontrolling interests ( 257 ) ( 623 ) ( 514 ) Net income (loss) attributable to common unitholders $ 48,126 $ ( 12,777 ) $ ( 82,236 ) Allocation of net income (loss): Limited Partners $ 628 $ ( 141 ) $ ( 1,430 ) Parent Company 47,498 ( 12,636 ) ( 80,806 ) $ 48,126 $ ( 12,777 ) $ ( 82,236 ) Net income (loss) per unit – basic and diluted $ 0.22 $ ( 0.06 ) $ ( 0.73 ) Weighted average common units outstanding – basic 222,514,956 221,858,084 113,103,177 Weighted average common units outstanding – diluted 222,898,407 221,858,084 113,103,177 Net income (loss) $ 48,383 $ ( 12,154 ) $ ( 81,722 ) Change in fair value of derivatives ( 22,008 ) 91,271 15,670 Total comprehensive income (loss) 26,375 79,117 ( 66,052 ) Comprehensive income attributable to noncontrolling interests ( 257 ) ( 623 ) ( 514 ) Comprehensive income (loss) attributable to common unitholders $ 26,118 $ 78,494 $ ( 66,566 ) The accompanying notes are an integral part of these consolidated financial statements. F-10 KITE REALTY GROUP, L.P. AND SUBSIDIARIES Consolidated Statements of Partner’s Equity (in thousands) General Partner Total Common Equity Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2020 $ 1,261,539 $ ( 30,885 ) $ 1,230,654 Stock compensation activity 6,795 — 6,795 Shares withheld for employee taxes ( 15,038 ) — ( 15,038 ) Issuance of General Partner Units to the Parent Company – RPAI merger 2,847,369 — 2,847,369 Other comprehensive income attributable to Parent Company — 14,983 14,983 Distributions to Parent Company ( 57,801 ) — ( 57,801 ) Net loss attributable to Parent Company ( 80,806 ) — ( 80,806 ) Purchase of capped calls ( 9,800 ) — ( 9,800 ) Conversion of Limited Partner Units to shares of the Parent Company 4,238 — 4,238 Adjustment to redeemable noncontrolling interests ( 18,547 ) — ( 18,547 ) Balance at December 31, 2021 $ 3,937,949 $ ( 15,902 ) $ 3,922,047 Stock compensation activity 9,546 — 9,546 Other comprehensive loss attributable to Parent Company — 90,246 90,246 Distributions to Parent Company ( 232,208 ) — ( 232,208 ) Net loss attributable to Parent Company ( 12,636 ) — ( 12,636 ) Acquisition of partner’s noncontrolling interest in Killingly Commons 416 — 416 Conversion of Limited Partner Units to shares of the Parent Company 1,670 — 1,670 Adjustment to redeemable noncontrolling interests ( 12,566 ) — ( 12,566 ) Balance at December 31, 2022 $ 3,692,171 $ 74,344 $ 3,766,515 Stock compensation activity 10,791 — 10,791 Other comprehensive loss attributable to Parent Company — ( 21,909 ) ( 21,909 ) Distributions to Parent Company ( 212,824 ) — ( 212,824 ) Net income attributable to Parent Company 47,498 — 47,498 Conversion of Limited Partner Units to shares of the Parent Company 1,568 — 1,568 Adjustment to redeemable noncontrolling interests ( 23,501 ) — ( 23,501 ) Balance at December 31, 2023 $ 3,515,703 $ 52,435 $ 3,568,138 The accompanying notes are an integral part of these consolidated financial statements. F-11 KITE REALTY GROUP, L.P. AND SUBSIDIARIES Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income (loss) $ 48,383 $ ( 12,154 ) $ ( 81,722 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 429,970 472,969 203,142 Gain on sales of operating properties, net ( 22,601 ) ( 27,069 ) ( 31,209 ) Impairment charges 477 — — Straight-line rent ( 11,812 ) ( 16,632 ) ( 5,391 ) Compensation expense for equity awards 10,116 10,280 6,697 Amortization of debt fair value adjustments ( 13,366 ) ( 13,521 ) ( 2,993 ) Amortization of in-place lease assets and liabilities ( 12,025 ) ( 4,821 ) ( 2,611 ) Changes in assets and liabilities: Tenant receivables ( 940 ) ( 16,763 ) ( 3,102 ) Deferred costs and other assets ( 29,912 ) 7,522 6,857 Accounts payable, accrued expenses, deferred revenue and other liabilities ( 3,642 ) ( 20,528 ) 10,683 Net cash provided by operating activities 394,648 379,283 100,351 Cash flows from investing activities: Cash and restricted cash acquired in the RPAI merger — — 14,992 Acquisitions of interests in properties ( 78,274 ) ( 100,142 ) ( 10,445 ) Capital expenditures ( 142,578 ) ( 158,540 ) ( 57,313 ) Net proceeds from sales of land 3,166 4,716 54,157 Net proceeds from sales of operating properties 137,687 75,699 26,556 Investment in short-term deposits — 125,000 ( 125,000 ) Small business loan repayments 346 657 712 Change in construction payables ( 2,078 ) 6,341 4,413 Distribution from unconsolidated joint venture — 1,245 1,029 Capital contribution to unconsolidated joint venture — ( 125 ) ( 134 ) Net cash used in investing activities ( 81,731 ) ( 45,149 ) ( 91,033 ) Cash flows from financing activities: Contributions from the General Partner 86 30 31 Repurchases of common shares upon the vesting of restricted shares ( 767 ) ( 1,535 ) ( 15,031 ) Purchase of capped calls — — ( 9,800 ) Debt and equity issuance costs ( 767 ) ( 5,159 ) ( 8,141 ) Loan proceeds 369,095 455,000 215,000 Loan payments ( 544,410 ) ( 568,963 ) ( 77,591 ) Distributions paid – common unitholders ( 210,546 ) ( 179,624 ) ( 57,801 ) Distributions paid – redeemable noncontrolling interests ( 2,952 ) ( 2,622 ) ( 2,208 ) Distributions to noncontrolling interests ( 3,196 ) — — Acquisition of partner’s noncontrolling interest in Killingly Commons joint venture — ( 9,654 ) — Net cash (used in) provided by financing activities ( 393,457 ) ( 312,527 ) 44,459 Net change in cash, cash equivalents and restricted cash ( 80,540 ) 21,607 53,777 Cash, cash equivalents and restricted cash, beginning of year 121,970 100,363 46,586 Cash, cash equivalents and restricted cash, end of year $ 41,430 $ 121,970 $ 100,363 Supplemental disclosures Cash paid for interest, net of capitalized interest $ 120,870 $ 113,744 $ 59,552 Non-cash investing and financing activities Conversion of Limited Partner Units to shares of the Parent Company $ 1,568 $ 1,670 $ 4,236 The accompanying notes are an integral part of these consolidated financial statements. F-12 KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 ($ in thousands, except share, per share, unit and per unit amounts and where indicated in millions or billions) NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION Kite Realty Group Trust (the “Parent Company”), through its majority-owned subsidiary, Kite Realty Group, L.P. (the “Operating Partnership”), owns interests in various operating subsidiaries and joint ventures engaged in the ownership, operation, acquisition, development and redevelopment of high-quality, open-air shopping centers and mixed-used assets that are primarily grocery-anchored and located in high-growth Sun Belt markets and select strategic gateway markets in the United States. The terms “Company,” “we,” “us,” and “our” refer to the Parent Company and the Operating Partnership, collectively, and those entities owned or controlled by the Parent Company and/or the Operating Partnership. The Operating Partnership was formed on August 16, 2004, when the Parent Company contributed properties and the net proceeds from an initial public offering (“IPO”) of shares of its common stock to the Operating Partnership. The Parent Company was organized in Maryland in 2004 to succeed in the development, acquisition, construction and real estate businesses of its predecessor. We believe the Company qualifies as a real estate investment trust (“REIT”) under provisions of the Internal Revenue Code of 1986, as amended. The Parent Company is the sole general partner of the Operating Partnership, and as of December 31, 2023 owned approximately 98.4 % of the common partnership interests in the Operating Partnership (“General Partner Units”). The remaining 1.6 % of the common partnership interests (“Limited Partner Units” and, together with the General Partner Units, the “Common Units”) were owned by the limited partners. As the sole general partner of the Operating Partnership, the Parent Company has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership. The Parent Company and the Operating Partnership are operated as one enterprise. The management of the Parent Company consists of the same members as the management of the Operating Partnership. As the sole general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have any significant assets other than its investment in the Operating Partnership. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Actual results could differ from these estimates. As of December 31, 2023, the Company’s portfolio consisted of the following: Properties Square Footage Operating retail properties (1) 180 28,108,490 Office properties 1 287,291 Development and redevelopment projects: Carillon medical office building 1 126,000 The Corner – IN 1 24,000 Hamilton Crossing Centre 1 92,283 Edwards Multiplex – Ontario 1 124,614 (1) Included within operating retail properties are 10 properties that contain an office component. Of the 180 operating retail properties, 177 are consolidated in these financial statements and the remaining three are accounted for under the equity method. On October 22, 2021, we completed a merger with Retail Properties of America, Inc. (“RPAI”) pursuant to which RPAI merged with and into a wholly owned subsidiary of the Company, with such subsidiary continuing as a wholly owned subsidiary of the Company. F-13 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Investment Properties Capitalization and Depreciation Investment properties are recorded at cost and include costs of land acquisition, development, pre-development, construction, certain allocated overhead, tenant allowances and improvements, and interest and real estate taxes incurred during construction. Significant renovations and improvements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset. If a tenant vacates a space prior to the lease expiration, terminates its lease, or otherwise notifies the Company of its intent to do so, any related unamortized tenant allowances are expensed over the shortened lease period. Ordinary repairs and maintenance that do not extend the useful lives of the respective assets are expensed as incurred and included within “Property operating” expense in the accompanying consolidated statements of operations and comprehensive income. Pre-development costs are incurred prior to vertical construction and for certain land held for development during the due diligence phase and include contract deposits, legal, engineering, cost of internal resources and other professional fees related to evaluating the feasibility of developing or redeveloping a shopping center or other project. These pre-development costs are capitalized and included within “Investment properties, at cost” in the accompanying consolidated balance sheets. If we determine that the completion of a development project is no longer probable, all previously incurred pre-development costs are immediately expensed. Land is transferred to construction in progress once construction commences on the related project. We also capitalize costs such as land acquisition, building construction, interest, real estate taxes, and the costs of personnel directly involved with the development of our properties. As a portion of a development project becomes operational, we expense a pro rata amount of the related costs. Depreciation expense is computed using the straight-line method. Buildings and improvements are depreciated over estimated original useful lives ranging from 10 to 35 years. Tenant improvements and allowances are depreciated over the term of the related lease. Equipment and fixtures are depreciated over five to 10 years. Depreciation may be accelerated for a redevelopment project, including partial demolition of an existing structure, after the asset is assessed for impairment. The following table summarizes the composition of the Company’s investment properties as of December 31, 2023 and 2022 (in thousands) : Balance as of December 31, 2023 2022 Land, buildings and improvements $ 7,684,066 $ 7,656,765 Construction in progress 55,995 75,808 Investment properties, at cost $ 7,740,061 $ 7,732,573 Valuation of Investment Properties Management reviews our operating and development projects, land parcels and intangible assets for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. This review for possible impairment requires certain assumptions, estimates, and significant judgment. Examples of situations considered to be impairment indicators for both operating properties and development projects include, but are not limited to: • a substantial decline in or continued low occupancy rate or cash flow; • expected significant declines in occupancy in the near future; • continued difficulty in leasing space; • a significant concentration of financially troubled tenants; • a reduction in the anticipated holding period; F-14 • a cost accumulation or delay in the project completion date significantly above and beyond the original development or redevelopment estimate; • a significant decrease in the market price not in line with general market trends; and • any other quantitative or qualitative events or factors deemed significant by the Company’s management or Board of Trustees. Impairment losses for investment properties and intangible assets are measured when the undiscounted cash flows estimated to be generated by the investment properties during the expected holding period are less than the carrying amounts of those assets. The evaluation of impairment is subject to certain management assumptions, including projected net operating income, anticipated holding period, expected capital expenditures and the capitalization rate used to estimate the property’s residual value. Impairment losses are recorded as the excess of the carrying value over the estimated fair value of the asset. Our impairment review for land and development properties assumes we have the intent and ability to complete the developments or projected uses for the land parcels. If we determine those plans will not be completed or our assumptions with respect to operating assets are not realized, an impairment loss may be appropriate. Assets Held for Sale The Company classifies an operating property as held for sale only when the property is available for immediate sale in its present condition and for which management believes it is probable that a sale of the property will be completed within one year, among other factors. An operating property classified as held for sale is carried at the lower of cost or fair value less estimated costs to sell. Depreciation and amortization are suspended during the held-for-sale period. No properties qualified for held-for-sale accounting treatment as of December 31, 2023 and 2022. Acquisition of Investment Properties Real estate assets are recognized on our consolidated balance sheets at historical cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, we estimate the fair value of acquired identifiable tangible assets (consisting of land, buildings and improvements) and identified intangible assets and liabilities (consisting of above-market and below-market leases and in-place leases), assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition based on an evaluation of information and estimates available at the acquisition date. Based on these estimates, we record the estimated fair value to the applicable assets and liabilities. In making estimates of fair value, a number of sources are used, including information obtained as a result of pre-acquisition due diligence, marketing and leasing activities. The estimates of fair value were determined to have primarily relied upon Level 2 and Level 3 inputs, as defined below. Fair value is determined for tangible assets and intangibles, including: • the fair value of the building on an as-if-vacant basis and the fair value of land determined either by comparable market data, real estate tax assessments, independent appraisals or other relevant data; • above-market and below-market in-place lease values for acquired properties, which are based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over the remaining non-cancelable term of the leases. Any below-market renewal options are also considered in the in-place lease values. The capitalized above-market and below-market lease values are amortized as a reduction of, or addition to, rental income over the term of the leases. Should a tenant vacate, terminate its lease, or otherwise notify us of its intent to do so, the unamortized portion of the lease intangibles would be charged or credited to income as applicable; • the value of having a lease in place at the acquisition date. We use independent and internal sources for our estimates to determine the respective in-place lease values. Our estimates of value use methods similar to those used by independent appraisers. Factors we consider in our analysis include an estimate of costs to execute similar leases, including tenant improvements, leasing commissions and foregone costs related to the reimbursement of property operating expenses, and fair market rent received during the estimated lease-up period as if the space was vacant. The value of in-place leases is amortized to depreciation and amortization expense over the remaining initial terms of the respective leases; and F-15 • the fair value of any assumed financing that is determined to be above- or below-market terms. We use third party and independent sources for our estimates to determine the respective fair value of each mortgage and other indebtedness, including related derivative instruments, assumed. The fair market value of each is amortized to interest expense over the remaining initial terms of the respective instruments. We also consider whether there is any value to in-place leases that have a related customer relationship intangible value. Characteristics we consider in determining these values include the nature and extent of existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality, and expectations of lease renewals, among other factors. To date, we have not developed a tenant relationship that we consider to have a current intangible value. Consolidation and Investments in Joint Ventures The accompanying financial statements are presented on a consolidated basis and include all accounts of the Parent Company, the Operating Partnership, the taxable REIT subsidiaries (“TRSs”) of the Operating Partnership, subsidiaries of the Operating Partnership that are controlled and any variable interest entities (“VIEs”) in which the Operating Partnership is the primary beneficiary. In general, a VIE is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) has equity investors that do not provide sufficient financial resources for the entity to support its activities, (b) does not have equity investors with voting rights, or (c) has equity investors whose votes are disproportionate from their economics and substantially all of the activities are conducted on behalf of the investor with disproportionately fewer voting rights. The Operating Partnership accounts for properties that are owned by joint ventures in accordance with the consolidation guidance by evaluating each joint venture and determining first whether to follow the VIE or the voting interest entity (“VOE”) model. Once the appropriate consolidation model is identified, the Operating Partnership then evaluates whether it should consolidate the joint venture. Under the VIE model, the Operating Partnership consolidates an entity when it has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the VOE model, the Operating Partnership consolidates an entity when (i) it controls the entity through ownership of a majority voting interest if the entity is not a limited partnership or (ii) it controls the entity through its ability to remove the other partners or owners in the entity, at its discretion, when the entity is a limited partnership. In determining whether to consolidate a VIE with the Operating Partnership, we consider all relationships between the Operating Partnership and the applicable VIE, including development and management agreements and other contractual arrangements, in determining whether we have the power to direct the activities of the VIE that most significantly affect the VIE’s performance. As of December 31, 2023, we owned investments in two consolidated joint ventures that were VIEs in which the partners did not have substantive participating rights and we were the primary beneficiary. As of December 31, 2023, these consolidated VIEs had mortgage debt totaling $ 112.1 million, which was secured by assets of the VIEs totaling $ 216.5 million. The Operating Partnership guarantees the mortgage debt of these VIEs. The Operating Partnership is considered a VIE as the limited partners do not hold kick-out rights or substantive participating rights. The Parent Company consolidates the Operating Partnership as it is the primary beneficiary in accordance with the VIE model. As of December 31, 2023, the Company also owned investments in four unconsolidated joint ventures accounted for under the equity method, which are not considered VIEs, as follows: Three Property Retail Portfolio Joint Venture On June 29, 2018, the Company formed a joint venture with Nuveen Real Estate, formerly known as TH Real Estate. The Company sold three properties (Livingston Shopping Center, Plaza Volente and Tamiami Crossing) to the joint venture valued at $ 99.8 million in the aggregate and, after considering third-party debt obtained by the joint venture upon formation, the Company contributed $ 10.0 million for a 20 % noncontrolling ownership interest in the joint venture. The Company is the operating member responsible for the day-to-day management of the properties and receives property management and leasing fees. Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture. The Company accounts for the joint venture under the equity method as it has the ability to exercise influence but not control over the operating and financial policies of the joint venture. F-16 Embassy Suites at Eddy Street Commons In December 2017, we formed a joint venture with an unrelated third party to develop and own an Embassy Suites hotel next to Eddy Street Commons, our operating retail property at the University of Notre Dame. We contributed $ 1.4 million of cash to the joint venture in return for a 35 % ownership interest in the joint venture. The joint venture entered into a $ 33.8 million construction loan, of which $ 32.7 million was outstanding as of December 31, 2023. The Company accounts for the joint venture under the equity method as both members have substantive participating rights and we do not control the activities of the joint venture. Glendale Multifamily Joint Venture In May 2020, the Company formed a joint venture for the planned development of a multifamily project adjacent to our Glendale Town Center operating retail property in the Indianapolis metropolitan statistical area (“MSA”). The Company contributed land valued at $ 1.6 million to the joint venture and retained a 12 % ownership interest in the joint venture. The Company’s partner is the operating member responsible for the day-to-day management of the property. Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture. The Company accounts for the joint venture under the equity method as it has the ability to exercise influence but not control over the operating and financial policies of the joint venture. Buckingham Mixed-Use Joint Venture In September 2021, the Company formed a joint venture for the planned redevelopment of The Corner (Carmel, IN) into a mixed-use, multifamily and retail project. The Company contributed land valued at $ 4.0 million to the joint venture and retained a 50 % ownership interest in the joint venture. The Company’s partner is the operating member responsible for the day-to-day management of the property. Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture. The Company accounts for the joint venture under the equity method as it has the ability to exercise influence but not control over the operating and financial policies of the joint venture. Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. From time to time, such investments may temporarily be held in accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) insurance limits. The Company periodically assesses the credit risk associated with these financial institutions and believes the risk of loss is minimal. The following is a summary of our total cash, cash equivalents and restricted cash as presented in the accompanying consolidated statements of cash flows for the years ended December 31, 2023, 2022 and 2021 (in thousands) : Year Ended December 31, 2023 2022 2021 Cash and cash equivalents $ 36,413 $ 115,799 $ 93,241 Restricted cash and escrow deposits 5,017 6,171 7,122 Cash, cash equivalents and restricted cash $ 41,430 $ 121,970 $ 100,363 Restricted Cash and Escrow Deposits Escrow deposits consist of cash held for real estate taxes, property maintenance, insurance and other requirements at specific properties as required by lending institutions, certain municipalities or other agreements. Fair Value Measurements We follow the framework established under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, for measuring fair value of non-financial assets and liabilities that are not required or permitted to be measured at fair value on a recurring basis but only in certain circumstances, such as a business combination or upon determination of an impairment. F-17 Assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: • Level 1 fair value inputs are quoted prices in active markets for identical instruments to which we have access. • Level 2 fair value inputs are inputs other than quoted prices included in Level 1 that are observable for similar instruments, either directly or indirectly, and appropriately consider counterparty creditworthiness in the valuation. • Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an instrument at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. As discussed in Note 9 to the accompanying consolidated financial statements, we have determined that derivative valuations are classified within Level 2 of the fair value hierarchy. Note 8 to the accompanying consolidated financial statements includes a discussion of the estimated fair value of fixed and variable rate debt, which are estimated using Level 2 and Level 3 inputs. N ote 3 to the accompanying consolidated financial statements includes a discussion of the fair values recorded for asset acquisitions. Level 3 inputs to these transactions include our estimations of net rental rates of retail anchor and small shop space, capitalization rates, and disposal values. Note 4 to the accompanying consolidated financial statements includes a discussion of the fair value recorded when we recognized an impairment charge during the year ended December 31, 2023. Level 2 inputs to this transaction include the expected sales price from an executed sales contract. Cash and cash equivalents, accounts receivable, escrows and deposits, and other working capital balances approximate fair value. Derivative Financial Instruments The Company accounts for its derivative financial instruments at fair value calculated in accordance with ASC 820, Fair Value Measurements and Disclosures . Gains and losses resulting from changes in the fair value of the derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. We use derivative instruments such as interest rate swaps or rate locks to mitigate interest rate risk on related financial instruments. Changes in the fair value of derivatives that qualify as cash flow hedges are recorded in “Accumulated other comprehensive income” in the accompanying consolidated balance sheets and amortized over the underlying term of the hedged transaction while any ineffective portion of a derivative’s change in fair value is recognized immediately in earnings. For derivative contracts designated as fair value hedges, the gain or loss on the derivative is included within “Mortgage and other indebtedness, net” in the accompanying consolidated balance sheets. We include the gain or loss on the hedged item in the same account as the offsetting gain or loss on the related derivative contract. As of December 31, 2023 and 2022, all of our derivative financial instruments qualify for hedge accounting. Revenue Recognition As a lessor of real estate assets, the Company retains substantially all of the risks and benefits of ownership and accounts for its leases as operating leases. Contractual minimum base rent, percentage rent, and expense reimbursements from tenants for common area maintenance costs, insurance and real estate taxes are our principal sources of revenue. Base minimum rents are recognized on a straight-line basis over the terms of the respective leases. Certain lease agreements contain provisions that provide for additional rents based on a tenant’s sales volume (contingent overage rent). Overage rent is recognized when tenants achieve the specified sales targets as defined in their lease agreements and is included within “Rental income” in the accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2023, 2022 and 2021. If we determine that collectibility is probable, we recognize income from rentals based on the methodology described above. If we determine that collectibility is not probable, we recognize income only to the extent that cash has been received from the tenant. We have accounts receivable due from tenants and are subject to the risk of tenant defaults and bankruptcies, which may affect the collection of outstanding receivables. These receivables are reduced for credit loss, which is recognized as a reduction to rental F-18 income. We regularly evaluate the collectibility of these lease-related receivables by analyzing past due account balances and consider such factors as the credit quality of the tenant, historical write-off experience, tenant creditworthiness and current economic trends when evaluating the collectibility of rental income. Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates. We recognize the sale of real estate when control transfers to the buyer. As part of our ongoing business strategy, we will, from time to time, sell properties, land parcels and outlots, some of which are ground-leased to tenants. Net gains realized on such sales were $ 1.7 million, $ 4.5 million, and $ 0.5 million for the years ended December 31, 2023, 2022 and 2021, respectively, and are included within “Other property-related revenue” in the accompanying consolidated statements of operations and comprehensive income. Tenant and Other Receivables and Allowance for Uncollectible Accounts Tenant receivables consist primarily of billed minimum rent, accrued and billed tenant reimbursements, and accrued straight-line rent. The Company generally does not require specific collateral from its tenants other than corporate or personal guarantees. Other receivables consist primarily of amounts due from municipalities and from tenants for non-rental revenue-related activities. An allowance for uncollectible accounts, including future credit losses of the accrued straight-line rent receivables, is maintained for estimated losses resulting from the inability of certain tenants to meet contractual obligations under their lease agreements. Accounts are written off when, in the opinion of management, the balance is deemed uncollectible. The provision for revenues deemed uncollectible represented 0.3 %, 0.7 %, and 0.9 % of total revenues in each of the years ended December 31, 2023, 2022 and 2021, respectively. Concentration of Credit Risk We may be subject to concentrations of credit risk with regards to our cash and cash equivalents. We place cash and temporary cash investments with high-credit-quality financial institutions. From time to time, such cash and investments may temporarily be in excess of insurance limits. In addition, our leases with tenants potentially subject us to a concentration of credit risk related to our accounts receivable and revenue. For the year ended December 31, 2023, the percentage of the Company’s revenue recognized from tenants leasing space in the states where the majority of our portfolio is concentrated, which includes Texas, Florida, Virginia, New York, and Indiana, was as follows: Texas 26.2 % Florida 10.6 % Virginia 7.4 % New York 6.9 % Indiana 6.3 % Earnings Per Share Basic earnings per share/unit is calculated based on the weighted average number of common shares/units outstanding during the period. Diluted earnings per share/unit is determined based on the weighted average number of common shares/units outstanding during the period combined with the incremental average common shares/units that would have been outstanding assuming the conversion of all potentially dilutive common shares/units into common shares/units as of the earliest date possible. Potentially dilutive securities include (i) outstanding options to acquire common shares; (ii) Limited Partner Units, which may be exchanged for either cash or common shares at the Parent Company’s option and under certain circumstances; (iii) appreciation-only Long-Term Incentive Plan (“AO LTIP”) units; and (iv) deferred common share units, which may be credited to the personal accounts of non-employee trustees in lieu of compensation paid in cash or the issuance of common shares to such trustees. Limited Partner Units have been omitted from the Parent Company’s denominator for the purpose of computing diluted earnings per share since the effect of including those amounts in the denominator would have no dilutive impact. Weighted average Limited Partner Units outstanding were 3.2 million, 2.8 million, and 2.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. F-19 These potentially dilutive securities are excluded from the computation of diluted earnings per share due to the net loss position for the years ended December 31, 2022 and 2021. Segment Reporting Our primary business is the ownership and operation of high-quality, open-air shopping centers and mixed-use assets. The Company’s chief operating decision maker (“CODM”), which is its Chief Executive Officer, reviews operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. The CODM measures and evaluates the financial performance of our portfolio of properties using net operating income, which consists of rental income less property operating expenses and real estate taxes, and does not distinguish or group our operations on a geographical or any other basis for purposes of measuring performance. Accordingly, we have aggregated our properties into one reportable segment for disclosure purposes in accordance with GAAP, as each property has similar economic characteristics, the Company provides similar services to its tenants and the Company’s CODM evaluates the collective performance of our properties. Income Taxes and REIT Compliance Parent Company The Parent Company has been organized and operated, and intends to continue to operate, in a manner that will enable it to maintain its qualification as a REIT for U.S. federal income tax purposes. As a result, it generally will not be subject to U.S. federal income tax on the earnings that it distributes to the extent it distributes its “REIT taxable income” (determined before the deduction for dividends paid and excluding net capital gains) to shareholders of the Parent Company and meets certain other requirements on a recurring basis. To the extent that it satisfies this distribution requirement, but distributes less than 100% of its taxable income, it will be subject to U.S. federal income tax on its undistributed REIT taxable income at regular corporate income tax rates. REITs are subject to a number of organizational and operational requirements. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax on its taxable income at regular corporate income tax rates for a period of four years following the year in which qualification is lost. Additionally, we may also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including the nondeductible 1% excise tax on certain stock repurchases. We may also be subject to certain U.S. federal, state and local taxes on our income and property and to U.S. federal income and excise taxes on our undistributed taxable income even if the Parent Company does qualify as a REIT. The Operating Partnership intends to continue to make distributions to the Parent Company in amounts sufficient to assist the Parent Company in adhering to REIT requirements and maintaining its REIT status. We have elected to treat Kite Realty Holdings, LLC as a TRS of the Operating Partnership. In addition, in connection with the October 2021 merger with RPAI, we assumed RPAI’s existing TRS, IWR Protective Corporation, as a TRS of the Operating Partnership, and we may elect to treat other subsidiaries as TRSs in the future. This election enables us to receive income and provide services that would otherwise be impermissible for a REIT. Deferred tax assets and liabilities are established for temporary differences between the financial reporting bases and the tax bases of assets and liabilities at the tax rates expected to be in effect when the temporary differences reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits within “Interest expense” and penalties within “General, administrative and other” expenses in the accompanying consolidated statements of operations and comprehensive income. F-20 Our tax return for the year ended December 31, 2023 has not been filed as of the filing date of this Annual Report on Form 10-K of the Parent Company and the Operating Partnership. The taxability information presented for our dividends paid in 2023 is based upon management’s estimate. Consequently, the taxability of dividends is subject to change. The following table summarizes the tax characterization of the dividends paid by the Parent Company for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 Ordinary income 90.6 % 86.1 % 0.0 % Return of capital 0.0 % 0.0 % 13.4 % Capital gains 9.4 % 13.9 % 86.6 % 100.0 % 100.0 % 100.0 % Operating Partnership The allocated share of income and loss, other than the operations of our TRSs, is included in the income tax returns of the Operating Partnership’s partners. Accordingly, the only U.S. federal income taxes included in the accompanying consolidated financial statements are in connection with the TRSs. Noncontrolling Interests We report the non-redeemable noncontrolling interests in subsidiaries as equity, and the amount of consolidated net income attributable to these noncontrolling interests is set forth separately in the accompanying consolidated financial statements. The following table summarizes the non-redeemable noncontrolling interests in consolidated properties for the years ended December 31, 2023, 2022 and 2021 (in thousands) : 2023 2022 2021 Noncontrolling interests balance as of January 1, $ 5,370 $ 5,146 $ 698 Noncontrolling interests acquired in the RPAI merger — — 4,463 Net income (loss) allocable to noncontrolling interests, excluding redeemable noncontrolling interests 256 224 ( 15 ) Distributions to noncontrolling interests ( 3,196 ) — — Noncontrolling interests balance as of December 31, $ 2,430 $ 5,370 $ 5,146 Noncontrolling Interests – Joint Venture Prior to the October 2021 merger, RPAI entered into a joint venture related to the development, ownership and operation of the multifamily rental portion of the expansion project at One Loudoun Downtown – Pads G & H. The Company owns 90 % of the joint venture. During the year ended December 31, 2023, the Company originated a 10-year $ 95.1 million mortgage payable at a fixed interest rate of 5.36 % secured by the joint venture project. In conjunction with the loan origination, the joint venture’s construction loan was repaid. Under terms defined in the joint venture agreement, after construction completion and stabilization of the development project (as defined in the joint venture agreement), the Company has the ability to call, and the joint venture partner has the ability to put to the Company, subject to certain conditions, the joint venture partner’s interest in the joint venture at fair value. As of December 31, 2023, the conditions for exercising the put and call options have been met but neither the Company nor the joint venture partner has exercised their respective options. The joint venture is considered a VIE primarily because the Company’s joint venture partner does not have substantive kick-out rights or substantive participating rights. The Company is considered the primary beneficiary as it has a controlling financial interest in the joint venture. As such, the Company has consolidated this joint venture and presented the joint venture partners’ interests as noncontrolling interests. Redeemable Noncontrolling Interests – Limited Partners Limited Partner Units are redeemable noncontrolling interests in the Operating Partnership. We classify redeemable noncontrolling interests in the Operating Partnership in the accompanying consolidated balance sheets outside of permanent equity because we may be required to pay cash to holders of Limited Partner Units upon redemption of their interests in the Operating Partnership or deliver registered shares upon their conversion. The carrying amount of the redeemable noncontrolling F-21 interests in the Operating Partnership is reflected at the greater of historical book value or redemption value with a corresponding adjustment to additional paid-in capital. As of December 31, 2023 and 2022, the redemption value of the redeemable noncontrolling interests in the Operating Partnership exceeded the historical book value, and the balances were accordingly adjusted to redemption value. We allocate net operating results of the Operating Partnership after noncontrolling interests in the consolidated properties based on the partners’ respective weighted average ownership interest. We adjust the redeemable noncontrolling interests in the Operating Partnership at the end of each reporting period to reflect their interests in the Operating Partnership or redemption value. This adjustment is reflected in our shareholders’ and Parent Company’s equity. For the years ended December 31, 2023, 2022 and 2021, the weighted average interests of the Parent Company and the limited partners in the Operating Partnership were as follows: Year Ended December 31, 2023 2022 2021 Parent Company’s weighted average interest in the Operating Partnership 98.6 % 98.7 % 97.8 % Limited partners’ weighted average interests in the Operating Partnership 1.4 % 1.3 % 2.2 % As of December 31, 2023, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 98.4 % and 1.6 %. As of December 31, 2022, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 98.7 % and 1.3 %. Concurrent with the Parent Company’s IPO and related formation transactions, certain individuals received Limited Partner Units of the Operating Partnership in exchange for their interests in certain properties. The limited partners have the right to redeem Limited Partner Units for cash or, at the Parent Company’s election, common shares of the Parent Company in an amount equal to the market value of an equivalent number of common shares of the Parent Company at the time of redemption. Such common shares must be registered, which is not fully in the Parent Company’s control. Therefore, the limited partners’ interest is not reflected in permanent equity. The Parent Company also has the right to redeem the Limited Partner Units directly from the limited partner in exchange for either cash in the amount specified above or a number of its common shares equal to the number of Limited Partner Units being redeemed. There were 3,512,868 and 2,870,697 Limited Partner Units outstanding as of December 31, 2023 and 2022, respectively. The increase in Limited Partner Units outstanding from December 31, 2022 is due to non-cash compensation awards made to our executive officers in the form of Limited Partner Units and the exercise of previously granted “appreciation only” long-term incentive plan nits (“AO LTIP Units”) in exchange for Limited Partner Units. Redeemable Noncontrolling Interests – Subsidiaries Prior to the merger with Inland Diversified Real Estate Trust, Inc. (“Inland Diversified”) in 2014, Inland Diversified formed joint ventures with the previous owners of certain properties and issued Class B units in three joint ventures that indirectly own those properties. As of December 31, 2021, the Class B units related to one of these joint ventures that owned Crossing at Killingly Commons, our multi-tenant retail property in Dayville, Connecticut, were outstanding and accounted for as noncontrolling interests in the remaining venture. In October 2022, the remaining Class B units became redeemable at the partner’s election and the fulfillment of certain redemption criteria for cash or Limited Partner Units in the Operating Partnership. In October 2022, we received notice from our joint venture partner of its exercise of their right to redeem the remaining Class B units for cash in the amount of $ 9.7 million, which redemption was funded using cash on October 3, 2022. Prior to the redemption, the Class B units did not have a maturity date and were not mandatorily redeemable unless either party had elected for the units to be redeemed. Prior to the redemption, we consolidated this joint venture because we controlled the decision-making and our joint venture partner had limited protective rights. Prior to the redemption, we classified the redeemable noncontrolling interests related to the remaining Class B units in the accompanying consolidated balance sheets outside of permanent equity because, under certain circumstances, we could have been required to pay cash to the Class B unitholders in this subsidiary upon redemption of their interests. The carrying amount of these redeemable noncontrolling interests is required to be reflected at the greater of initial book value or redemption value with a corresponding adjustment to additional paid-in capital. As of December 31, 2021, the redemption amounts of these interests did not exceed their fair value nor did they exceed the initial book value. F-22 The redeemable noncontrolling interests in the Operating Partnership and subsidiaries for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands) : 2023 2022 2021 Redeemable noncontrolling interests balance as of January 1, $ 53,967 $ 55,173 $ 43,275 Net income (loss) allocable to redeemable noncontrolling interests 629 258 ( 901 ) Distributions declared to redeemable noncontrolling interests ( 3,159 ) ( 2,622 ) ( 2,208 ) Payment for redemption of redeemable noncontrolling interests — ( 10,070 ) — Other, net including adjustments to redemption value 21,850 11,228 15,007 Total limited partners’ interests in the Operating Partnership and other redeemable noncontrolling interests balance as of December 31, $ 73,287 $ 53,967 $ 55,173 Limited partners’ interests in the Operating Partnership $ 73,287 $ 53,967 $ 45,103 Other redeemable noncontrolling interests in certain subsidiaries — — 10,070 Total limited partners’ interests in the Operating Partnership and other redeemable noncontrolling interests balance as of December 31, $ 73,287 $ 53,967 $ 55,173 Effects of Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures . This new guidance is effective January 1, 2024, with early adoption permitted, and provides new disclosure requirements on significant segment expenses. Public entities will now be required to disclose, on an annual and interim basis, (i) significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”) and (ii) an amount for ‘other segment items’ (which is defined as the difference between segment revenue less the significant segment expenses disclosed less reported segment profit or loss) by reportable segment and a description of its composition. In addition, all existing annual disclosures about segment profit or loss must be provided on an interim basis. Public entities may disclose more than one measure of segment profit or loss used by the CODM, provided that at least one of the reported measures includes the segment profit or loss measure that is most consistent with GAAP. Lastly, disclosure of the CODM’s title and position is required on an annual basis, as well as an explanation of how the CODM uses the reported measure(s) and other disclosures. Public entities with a single reportable segment such as the Company must apply all of the new disclosure requirements as well as all existing segment disclosure and reconciliation requirements in Topic 280 on an annual and interim basis. The Company expects to adopt the new disclosures retrospectively as of January 1, 2024. NOTE 3. ACQUISITIONS Asset Acquisitions The Company closed on the following asset acquisitions during the years ended December 31, 2023, 2022 and 2021 (dollars in thousands) : Date Property Name MSA Property Type Square Footage Acquisition Price September 22, 2023 Prestonwood Place Dallas/Ft. Worth Multi-tenant retail 155,975 $ 81,000 February 16, 2022 Pebble Marketplace Las Vegas Multi-tenant retail 85,796 $ 44,100 April 13, 2022 MacArthur Crossing Dallas/Ft. Worth Two-tenant building 56,077 21,920 July 15, 2022 Palms Plaza Miami Multi-tenant retail 68,976 35,750 210,849 $ 101,770 December 22, 2021 Nora Plaza Shops Indianapolis, IN Multi-tenant retail outparcel 23,722 $ 13,500 F-23 The above acquisitions were funded using a combination of available cash on hand and borrowings on the Company’s unsecured revolving line of credit. The fair value of the real estate and other assets acquired were primarily determined using the income approach, which required us to make assumptions about market leasing rates, tenant-related costs, discount rates, and disposal rates. The estimates of fair value primarily relied upon Level 2 and Level 3 inputs, as previously defined. The following table summarizes the fair value of assets acquired and liabilities assumed for the asset acquisitions completed during the years ended December 31, 2023, 2022 and 2021 (in thousands) : Year Ended December 31, 2023 2022 2021 Investment properties, net $ 75,506 $ 99,096 $ 13,488 Lease-related intangible assets, net (1) 6,971 5,223 304 Other assets — 11 — Total acquired assets 82,477 104,330 13,792 Mortgage payable — — 3,578 Accounts payable and accrued expenses 2,823 1,140 100 Deferred revenue and other liabilities 1,556 2,855 189 Total assumed liabilities 4,379 3,995 3,867 Fair value of net assets acquired $ 78,098 $ 100,335 $ 9,925 (1) The weighted average remaining life of leases at the acquired properties is approximately 6.2 years, 6.7 years, and 5.3 years for asset acquisitions completed during the years ended December 31, 2023, 2022 and 2021, respectively. The range of the most significant Level 3 assumptions used in determining the value of the real estate and related assets acquired through asset acquisitions are as follows: 2023 2022 2021 Net rental rate per square foot – Retail Anchors N/A $ 20.50 to $ 40.00 N/A Net rental rate per square foot – Small Shops $ 30.00 to $ 65.00 $ 24.00 to $ 65.00 $ 31.50 to $ 45.00 Discount rate 8.5 % 5.75 % to 7.25 % 9.0 % The results of operations for each of the properties acquired through asset acquisitions during the years ended December 31, 2023, 2022 and 2021 have been included in operations since their respective dates of acquisition. RPAI Merger On October 22, 2021, we completed a merger with RPAI pursuant to which RPAI merged with and into a wholly owned subsidiary of the Company, with such subsidiary continuing as a wholly owned subsidiary of the Company. Under the terms of the merger agreement, each share of RPAI common stock issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive 0.623 newly issued Company common shares, resulting in approximately 133.8 million Company common shares being issued to effect the merger with a total purchase price of approximately $ 2.8 billion. As a result of the merger, the Company acquired 100 operating retail properties and five development projects under construction along with multiple parcels of entitled land for future value creation. During the years ended December 31, 2022 and 2021, the Company incurred $ 0.9 million and $ 86.5 million of merger and acquisition costs, respectively, consisting primarily of professional fees and technology costs in 2022 and fairness opinion, severance charges, and legal, professional and data migration costs in 2021, which are recorded within “Merger and acquisition costs” in the accompanying consolidated statements of operations and comprehensive income. For the year ended December 31, 2021, “Rental income” and “Net income (loss) attributable to common shareholders” in the accompanying consolidated statements of operations and comprehensive income include revenues from the RPAI portfolio of $ 94.9 million and net loss of $ 22.8 million for the period from October 22, 2021 through December 31, 2021, which includes $ 74.7 million of depreciation and amortization, as a result of the merger. F-24 Pro Forma Financial Information (unaudited) The following unaudited pro forma financial information is based upon the Company’s historical consolidated statements of operations for the year ended December 31, 2021, adjusted to give effect for the properties assumed through the merger as if they were acquired as of January 1, 2020. The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of income would have been, nor does it purport to represent the results of income for future periods (in thousands, except per share data) . Year Ended December 31, 2021 Rental income $ 740,954 Net income $ 21,283 Net income attributable to common shareholders $ 20,535 Net income attributable to common shareholders per common share: Basic (1) $ 0.09 Diluted (1) $ 0.09 (1) The pro forma earnings for the year ended December 31, 2021 were adjusted to exclude $ 86.5 million of merger costs incurred. Supplemental Schedule of Non-Cash Investing and Financing Activities Related to the RPAI merger The following table summarizes the merger-related non-cash investing and financing activities for the year ended December 31, 2021 (in thousands) : Year Ended December 31, 2021 Investment properties $ 4,439,387 Acquired lease intangible assets $ 524,058 Mortgage and other indebtedness, net $ ( 1,848,476 ) In-place lease liabilities $ ( 171,378 ) Noncontrolling interests $ ( 4,463 ) Other assets and liabilities, net (1) $ ( 106,751 ) Company common shares issued in exchange for RPAI common stock $ ( 2,847,369 ) (1) Includes lease liabilities arising from obtaining right-of-use assets of $ 41,086 , which was determined using an estimate of our incremental borrowing rate that was specific to each lease based upon the term and underlying asset with a weighted average incremental borrowing rate of 5.4 %. F-25 NOTE 4. DISPOSITIONS AND IMPAIRMENT CHARGES The Company closed on the following dispositions during the years ended December 31, 2023, 2022 and 2021 (dollars in thousands) : Date Property Name MSA Property Type Square Footage Sales Price Gain (Loss) May 8, 2023 Kingwood Commons Houston Multi-tenant retail 158,172 $ 27,350 $ 4,736 June 8, 2023 Pan Am Plaza & Garage Indianapolis Land & garage — 52,025 23,638 September 11, 2023 Reisterstown Road Plaza Dallas/Ft. Worth Multi-tenant retail & office 376,683 48,250 ( 5,773 ) October 24, 2023 Eastside Dallas/Ft. Worth Multi-tenant retail & office 43,640 14,425 — 578,495 $ 142,050 $ 22,601 January 26, 2022 Hamilton Crossing Centre Indianapolis Redevelopment (1) — $ 6,900 $ 3,168 June 16, 2022 Plaza Del Lago Chicago Multi-tenant retail (2) 100,016 58,650 23,958 October 27, 2022 Lincoln Plaza – Lowe’s Worcester, MA Ground lease interest (3) — 10,000 ( 57 ) 100,016 $ 75,550 $ 27,069 October 26, 2021 Westside Market Dallas/Ft. Worth Multi-tenant retail 93,377 $ 24,775 $ 4,323 (1) The Company sold a portion of the redevelopment at Hamilton Crossing Centre. The total number of properties in our portfolio was not affected by this transaction. (2) Plaza Del Lago also contains 8,800 square feet of residential space comprised of 18 multifamily rental units. (3) The Company sold the ground lease interest in one tenant at Lincoln Plaza, an existing multi-tenant operating retail property. The total number of properties in our portfolio was not affected by this transaction. During the year ended December 31, 2023, the Company recorded a $ 0.5 million impairment charge in connection with the sale of Eastside, a 43,640 square foot multi-tenant retail property in the Dallas/Ft. Worth MSA, as a result of a change in the expected hold period. The Company recorded the asset at the lower of cost or fair value less estimated costs to sell, which was approximately $ 14.1 million. The estimated fair value of Eastside was based upon the expected sales price from an executed sales contract and determined to be a Level 3 input within the fair value hierarchy. Eastside was sold on October 24, 2023 for a gross sales price of $ 14.4 million. During the year ended December 31, 2021, the Company also sold 17 ground leases for gross proceeds of $ 42.0 million and a net gain on sale of $ 27.6 million. A portion of the proceeds was used to pay down our unsecured revolving line of credit. There were no discontinued operations for the years ended December 31, 2023, 2022 and 2021 as none of the dispositions represented a strategic shift that has had, or will have, a material effect on our operations or financial results. NOTE 5. SHARE-BASED COMPENSATION Overview The Company’s 2013 Equity Incentive Plan was amended and restated as of May 11, 2022 (the “Equity Plan”) to, among other things, provide for the issuance of up to an additional 3,000,000 common share equivalents of the Company. The Equity Plan authorizes the issuance of share options, share appreciation rights, restricted shares and units, long-term incentive plan units (“LTIP Units”), “appreciation only” LTIP Units (“AO LTIP Units”), performance awards and other share-based awards to employees and trustees. As of December 31, 2023, there were 5,564,715 common share equivalents available for grant under the Equity Plan. The Company accounts for its share-based compensation in accordance with the fair value recognition provisions provided in ASC 718, Stock Compensation . During the years ended December 31, 2023, 2022 and 2021, the Company recognized $ 10.1 million, $ 10.3 million, and $ 7.2 million of share-based compensation expense, net of amounts capitalized, respectively, which is included within “General, administrative and other” expenses in the accompanying consolidated statements of operations and comprehensive income. During the years ended December 31, 2023, 2022 and 2021, the Company capitalized $ 1.4 million, $ 1.3 million, and F-26 $ 1.0 million of share-based compensation for development activities, respectively. The Company recognizes forfeitures as they occur. Share Options Pursuant to the Equity Plan, the Company may periodically grant options to purchase common shares at an exercise price equal to the grant date fair value of the Company’s common shares. Options granted typically vest over a five-year period and expire 10 years from the grant date. The Company issues new common shares upon the exercise of options. There was no option activity during the year ended December 31, 2023 as all outstanding options were exercised during 2022. In addition, no options were granted during the years ended December 31, 2023, 2022 or 2021. The aggregate intrinsic value of the 1,250 options exercised during each of the years ended December 31, 2022 and 2021 was $ 3,300 and $ 6,550 , respectively. Restricted Shares The Equity Plan authorizes the grant of restricted common shares, which are considered outstanding shares from the date of grant and typically vest over a period ranging from three to five years . The Company pays dividends on restricted shares and such dividends are recorded within shareholders’ equity. The following table summarizes the activity for the restricted shares that were granted to the Company’s employees and Board of Trustees for the year ended December 31, 2023: Number of Restricted Shares Weighted Average Grant Date Fair Value per Share Restricted shares outstanding as of January 1, 2023 300,833 $ 19.98 Shares granted 229,551 21.45 Shares forfeited ( 9,238 ) 21.64 Shares vested ( 184,069 ) 19.38 Restricted shares outstanding as of December 31, 2023 337,077 $ 21.28 The following table summarizes the restricted share grants and vestings during the years ended December 31, 2023, 2022 and 2021 (dollars in thousands, except share and per share data) : Number of Restricted Shares Granted Weighted Average Grant Date Fair Value per Share Fair Value of Restricted Shares Vested 2023 229,551 $ 21.45 $ 3,936 2022 206,855 $ 21.15 $ 4,459 2021 194,411 $ 19.85 $ 3,763 As of December 31, 2023, there was $ 3.9 million of total unrecognized compensation expense related to restricted shares, which is expected to be recognized over a weighted average period of one year . We expect to incur $ 2.3 million of this expense in 2024, $ 1.4 million in 2025, and the remainder in 2026. Restricted Units Time-based restricted unit awards were granted on a discretionary basis to the Company’s named executive officers in 2023, 2022 and 2021 based on a review of the prior year’s performance. F-27 The following table summarizes the activity for the restricted unit awards for the year ended December 31, 2023: Number of Restricted Units Weighted Average Grant Date Fair Value per Unit Restricted units outstanding as of January 1, 2023 407,138 $ 14.41 Restricted units granted 163,515 17.45 Restricted units vested ( 167,783 ) 14.48 Restricted units outstanding as of December 31, 2023 402,870 $ 15.61 The following table summarizes the restricted unit grants and vestings during the years ended December 31, 2023, 2022 and 2021 (dollars in thousands, except unit and per unit data) : Number of Restricted Units Granted Weighted Average Grant Date Fair Value per Unit Fair Value of Restricted Units Vested 2023 163,515 $ 17.45 $ 3,740 2022 138,505 $ 17.07 $ 3,173 2021 72,689 $ 14.26 $ 2,956 As of December 31, 2023, there was $ 4.6 million of total unrecognized compensation expense related to restricted units, which is expected to be recognized over a weighted average period of 1.1 years. We expect to incur $ 2.6 million of this expense in 2024, $ 1.8 million in 2025, and the remainder in 2026. AO LTIP Units – 2021 Awards During the year ended December 31, 2021, in connection with its annual review of executive compensation and as described in the table below, the Compensation Committee approved an aggregate grant of AO LTIP Units to the Company’s executive officers under the Equity Plan. Number of AO LTIP Units Participation Threshold per AO LTIP Unit John A. Kite 477,612 $ 16.69 Thomas K. McGowan 149,254 $ 16.69 Heath R. Fear 119,403 $ 16.69 The Company entered into award agreements with each executive officer with respect to his awards, which provide terms of vesting, conversion, distribution, and other terms. AO LTIP Units are designed to have economics similar to stock options and allow the recipient, subject to vesting requirements, to realize value above a threshold level set as of the grant date of the award (the “Participation Threshold”). The value of vested AO LTIP Units is realized through conversion into a number of vested Long-Term Incentive Plan (“LTIP”) Units in the Operating Partnership determined on the basis of how much the value of a common share of the Company has increased over the Participation Threshold. The AO LTIP Units are only exercisable and convertible into vested LTIP Units of the Operating Partnership to the extent that they become vested AO LTIP Units. The awards of AO LTIP Units are subject to both time-based and stock price performance-based vesting requirements. Subject to the terms of the award agreement, the AO LTIP Units shall vest and become fully exercisable as of the date that both of the following requirements have been met: (i) the grantee remains in continuous service from the grant date through the third anniversary of the grant date; and (ii) at any time during the period beginning in the second year and ending at the end of the fifth year following the grant date, the reported closing price per common share of the Company appreciates at least 15 % over the applicable Participation Threshold per AO LTIP Unit (as set forth in the table above) for a minimum of 20 consecutive trading days. Any AO LTIP Units that do not become vested will be forfeited and become null and void as of the fifth anniversary of the grant date, but AO LTIP Units may also be forfeited earlier in connection with a corporate transaction or with the executive’s termination of service. The AO LTIP Units were valued using a Monte Carlo simulation and the resulting compensation expense is being amortized over three years awards. Compensation expense for the awards granted in 2021 totaled $ 3.0 million, of which we recognized $ 0.9 million, $ 1.0 million and $ 1.0 million of compensation expense during the years ended December 31, 2021, 2022 and 2023, respectively, and expect to incur the remainder in 2024. F-28 Special Long-Term Equity Award In January 2022, the Compensation Committee of the Company’s Board of Trustees granted a total of 363,883 LTIP Units to the Company’s named executive officers as a special long-term equity award related to the October 2021 merger with RPAI, which are subject to both performance and service conditions. The LTIP Units granted are subject to an approximate three-year performance and service period, from October 23, 2021 through December 31, 2024, and the performance components are as follows: (i) cumulative annualized net operating income for executed new leases from October 1, 2021 to December 31, 2024, which will be weighted at 60 %; (ii) post-merger cash general and administrative expense synergies achieved as of the end of the performance period, which will be weighted at 20 %; and (iii) same property net operating income margin improvement over the performance period, which will be weighted at 20 %. Overall performance is further subject to an absolute total shareholder return modifier that has the ability to increase (or decrease) the total number of LTIP Units eligible to vest by 25 % (not to exceed the maximum number of LTIP Units). Distributions will accrue during the performance period and be paid only on LTIP Units that vest at the conclusion of the performance period, and any accrued distributions on vested LTIP Units will be settled in cash at such time. NOTE 6. DEFERRED COSTS AND INTANGIBLES, NET Deferred costs consist primarily of acquired lease intangible assets, broker fees and capitalized internal commissions incurred in connection with lease originations. Deferred leasing costs, lease intangibles and similar costs are amortized on a straight-line basis over the terms of the related leases. As of December 31, 2023 and 2022, deferred costs consisted of the following (in thousands) : December 31, 2023 2022 Acquired lease intangible assets $ 433,771 $ 522,152 Deferred leasing costs and other 74,662 66,842 508,433 588,994 Less: accumulated amortization ( 204,262 ) ( 179,166 ) Deferred costs, net $ 304,171 $ 409,828 The estimated net amounts of amortization of acquired lease intangible assets for properties owned as of December 31, 2023 for each of the next five years and thereafter are as follows (in thousands) : Amortization of above-market leases Amortization of acquired lease intangible assets Total 2024 $ 8,935 $ 66,000 $ 74,935 2025 6,822 42,293 49,115 2026 4,865 28,974 33,839 2027 3,505 19,460 22,965 2028 2,432 15,376 17,808 Thereafter 2,644 39,806 42,450 Total $ 29,203 $ 211,909 $ 241,112 The amortization of deferred leasing costs, lease intangibles and other is included within “Depreciation and amortization” in the accompanying consolidated statements of operations and comprehensive income. The amortization of above-market lease intangibles is included as a reduction to “Rental income” in the accompanying consolidated statements of operations and comprehensive income. The amounts of such amortization included in the accompanying consolidated statements of operations and comprehensive income are as follows (in thousands) : Year Ended December 31, 2023 2022 2021 Amortization of deferred leasing costs, lease intangibles and other $ 107,542 $ 150,245 $ 45,423 Amortization of above-market lease intangibles $ 12,007 $ 13,562 $ 3,483 F-29 NOTE 7. DEFERRED REVENUE, INTANGIBLES, NET AND OTHER LIABILITIES Deferred revenue and other liabilities consist of (i) the unamortized fair value of below-market lease liabilities recorded in connection with purchase accounting, (ii) retainage payables for development and redevelopment projects, (iii) tenant rent payments received in advance of the month in which they are due, and (iv) lease liabilities recorded upon adoption of ASU 2016-02, Leases (Topic 842) . The amortization of below-market lease liabilities is recognized as revenue over the remaining life of the leases (including option periods for leases with below-market renewal options) through 2085. Tenant rent payments received in advance are recognized as revenue in the period to which they apply, which is typically the month following their receipt. As of December 31, 2023 and 2022, deferred revenue, intangibles, net and other liabilities consisted of the following (in thousands) : December 31, 2023 2022 Unamortized in-place lease liabilities $ 159,449 $ 188,815 Retainages payable and other 9,229 12,110 Tenant rents received in advance 35,339 29,947 Lease liabilities 68,925 67,167 Deferred revenue and other liabilities $ 272,942 $ 298,039 The amortization of below-market lease intangibles is included as a component of “Rental income” in the accompanying consolidated statements of operations and comprehensive income and totaled $ 24.0 million, $ 18.4 million, and $ 6.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. The estimated net amounts of amortization of in-place lease liabilities and the increasing effect on minimum rent for properties owned as of December 31, 2023 for each of the next five years and thereafter are as follows (in thousands) : 2024 $ 19,346 2025 13,186 2026 12,149 2027 10,274 2028 9,665 Thereafter 94,829 Total $ 159,449 NOTE 8. MORTGAGE AND OTHER INDEBTEDNESS The following table summarizes the Company’s indebtedness as of December 31, 2023 and 2022 (in thousands) : December 31, 2023 2022 Mortgages payable $ 153,306 $ 233,621 Senior unsecured notes 1,829,635 1,924,635 Unsecured term loans 820,000 820,000 Unsecured revolving line of credit — — 2,802,941 2,978,256 Unamortized discounts and premiums, net 35,765 44,362 Unamortized debt issuance costs, net ( 9,504 ) ( 12,319 ) Mortgage and other indebtedness, net $ 2,829,202 $ 3,010,299 F-30 Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of December 31, 2023, considering the impact of interest rate swaps, is summarized below (dollars in thousands) : Amount Outstanding Ratio Weighted Average Interest Rate Weighted Average Years to Maturity Fixed rate debt (1) $ 2,630,941 94 % 3.98 % 3.6 Variable rate debt (2) 172,000 6 % 9.15 % 2.7 Debt discounts, premiums and issuance costs, net 26,261 N/A N/A N/A Mortgage and other indebtedness, net $ 2,829,202 100 % 4.30 % 3.6 (1) Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps. As of December 31, 2023, $ 820.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 1.7 years. (2) Variable rate debt includes the portion of fixed rate debt that has been hedged by interest rate swaps. As of December 31, 2023, $ 155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 1.7 years. Mortgages Payable The following table summarizes the Company’s mortgages payable (dollars in thousands) : December 31, 2023 December 31, 2022 Balance Weighted Average Interest Rate Weighted Average Years to Maturity Balance Weighted Average Interest Rate Weighted Average Years to Maturity Fixed rate mortgages payable (1) $ 136,306 5.09 % 8.1 $ 205,328 3.98 % 1.4 Variable rate mortgage payable (2) 17,000 7.59 % 2.6 28,293 5.96 % 0.6 Total mortgages payable $ 153,306 $ 233,621 (1) The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % as of December 31, 2023 and 2022. (2) In July 2023, the interest rate on the variable rate mortgage increased to Bloomberg Short Term Bank Yield Index (“BSBY”) plus 215 basis points from BSBY plus 160 basis points in conjunction with the July 2023 amendment of the loan agreement. The one-month BSBY rate was 5.44 % and 4.36 % as of December 31, 2023 and 2022, respectively. Mortgages payable, which are secured by certain real estate and, in some cases, by guarantees from the Operating Partnership, are generally due in monthly installments of principal and interest and mature over various terms through 2033. During the year ended December 31, 2023, we (i) originated a 10-year $ 95.1 million mortgage payable at a fixed interest rate of 5.36 % secured by the multifamily rental portion of the expansion project at One Loudoun Downtown – Pads G & H, (ii) amended the loan agreement on the variable rate mortgage secured by Delray Marketplace to extend the maturity date to August 4, 2026, with a one-year extension option, and made a $ 9.9 million paydown of the principal balance using available cash on hand, (iii) repaid mortgages payable totaling $ 161.5 million that had a weighted average fixed interest rate of 3.85 %, and (iv) made scheduled principal payments of $ 4.0 million related to amortizing loans. F-31 Unsecured Notes The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes (dollars in thousands) : December 31, 2023 December 31, 2022 Maturity Date Balance Interest Rate Balance Interest Rate Senior notes – 4.23 % due 2023 September 10, 2023 $ — — % $ 95,000 4.23 % Senior notes – 4.58 % due 2024 June 30, 2024 149,635 4.58 % 149,635 4.58 % Senior notes – 4.00 % due 2025 March 15, 2025 350,000 4.00 % 350,000 4.00 % Senior notes – SOFR + 3.65 % due 2025 (1) September 10, 2025 80,000 9.27 % 80,000 8.41 % Senior notes – 4.08 % due 2026 September 30, 2026 100,000 4.08 % 100,000 4.08 % Senior notes – 4.00 % due 2026 October 1, 2026 300,000 4.00 % 300,000 4.00 % Senior exchangeable notes – 0.75 % due 2027 April 1, 2027 175,000 0.75 % 175,000 0.75 % Senior notes – SOFR + 3.75 % due 2027 (2) September 10, 2027 75,000 9.37 % 75,000 8.51 % Senior notes – 4.24 % due 2028 December 28, 2028 100,000 4.24 % 100,000 4.24 % Senior notes – 4.82 % due 2029 June 28, 2029 100,000 4.82 % 100,000 4.82 % Senior notes – 4.75 % due 2030 September 15, 2030 400,000 4.75 % 400,000 4.75 % Total senior unsecured notes $ 1,829,635 $ 1,924,635 (1) On July 1, 2023, the fallback rate in the derivative agreement went into effect. As of December 31, 2023, $ 80,000 of 4.47 % senior unsecured notes due 2025 has been swapped to a variable rate of three-month Secured Overnight Financing Rate (“SOFR”) plus 3.65 % through September 10, 2025. As of December 31, 2022, $ 80,000 of 4.47 % senior unsecured notes due 2025 had been swapped to a variable rate of three-month London Interbank Offered Rate (“LIBOR”) plus 3.65 %. (2) On July 1, 2023, the fallback rate in the derivative agreement went into effect. As of December 31, 2023, $ 75,000 of 4.57 % senior unsecured notes due 2027 has been swapped to a variable rate of three-month SOFR plus 3.75 % through September 10, 2025. As of December 31, 2022, $ 75,000 of 4.57 % senior unsecured notes due 2027 had been swapped to a variable rate of three-month LIBOR plus 3.75 %. During the year ended December 31, 2023, the Company repaid the $ 95.0 million principal balance of the 4.23 % senior unsecured notes due 2023 using available cash on hand. Subsequent to December 31, 2023, the Company completed a public offering of $ 350.0 million in aggregate principal amount of 5.50 % senior unsecured notes due 2034 (“Notes Due 2034”), which we expect will be used to satisfy all 2024 debt maturities. See Note 14 for further details. Private Placement Senior Unsecured Notes In October 2021, in connection with the merger with RPAI, the Operating Partnership entered into a number of assumption agreements pursuant to which the Operating Partnership assumed all of RPAI’s obligations under RPAI’s existing note purchase agreements related to an aggregate of $ 450.0 million in principal of privately placed senior unsecured notes. In addition, in August 2015, the Operating Partnership entered into a note purchase agreement in connection with the issuance of $ 250.0 million of senior unsecured notes at a blended rate of 4.41 % and an average maturity of 9.8 years (collectively, the “Private Placement Notes”). Each series of Private Placement Notes require semi-annual interest payments each year until maturity. The Operating Partnership may prepay at any time all, or from time to time any part of, any series of the Private Placement Notes in an amount not less than 5 % of the aggregate principal amount of such series of the Private Placement Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount so prepaid plus a make-whole amount (as defined in the applicable note purchase agreement). The make-whole amount is equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the Private Placement Notes being prepaid over the amount of such Private Placement Notes. Each note purchase agreement contains customary financial maintenance covenants, including a maximum total leverage ratio, secured and unsecured leverage ratios and a minimum interest coverage ratio. Each note purchase agreement also contains restrictive covenants that restrict the ability of the Operating Partnership and its subsidiaries to, among other things, enter into transactions with affiliates, merge or consolidate, transfer assets or incur liens. Further, each note purchase agreement contains customary events of default, including in relation to non-payment, breach of covenants, defaults under certain other F-32 indebtedness, judgment defaults and bankruptcy events. In the case of an event of default, the holders of the Private Placement Notes may, among other remedies, accelerate the payment of all obligations. Publicly Placed Senior Unsecured Notes In October 2021, in connection with the merger with RPAI, the Operating Partnership (as successor by merger to RPAI) assumed all of RPAI’s outstanding $ 750.0 million aggregate principal of publicly placed senior unsecured notes. In addition, the Operating Partnership completed a $ 300.0 million public offering of 4.00 % senior unsecured notes in September 2016 (collectively, the “Public Placement Notes”). The Public Placement Notes require semi-annual interest payments each year until maturity. The Public Placement Notes are the direct, senior unsecured obligations of the Operating Partnership and rank equally in right of payment with all of its existing and future unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the Public Placement Notes at its option and in its sole discretion, at any time or from time to time, prior to three months prior to the respective maturity date (such date, the “Par Call Date”), at a redemption price equal to 100 % of the principal amount of the applicable Public Placement Notes being redeemed, plus accrued and unpaid interest and a “make-whole” premium calculated in accordance with the indenture. Redemptions on or after the respective Par Call Date are not subject to the addition of a “make-whole” premium. Exchangeable Senior Notes In March 2021, the Operating Partnership issued $ 175.0 million aggregate principal amount of 0.75 % exchangeable senior notes maturing in April 2027 (the “Exchangeable Notes”). The Exchangeable Notes are governed by an indenture between the Operating Partnership, the Company and U.S. Bank National Association, as trustee. The Exchangeable Notes were sold in the U.S. only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended (the “Securities Act”), and subsequently resold to qualified institutional investors pursuant to Rule 144A under the Securities Act. The net proceeds from the offering of the Exchangeable Notes were approximately $ 169.7 million after deducting the underwriting fees and other expenses paid by the Company. The Exchangeable Notes bear interest at a rate of 0.75 % per annum, payable semi-annually in arrears, and will mature on April 1, 2027. During the years ended December 31, 2023, 2022 and 2021, we recognized approximately $ 1.3 million, $ 1.3 million, and $ 1.6 million, respectively, of interest expense for the Exchangeable Notes. Prior to January 1, 2027, the Exchangeable Notes will be exchangeable into cash up to the principal amount of the Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof only upon certain circumstances and during certain periods. On or after January 1, 2027, the Exchangeable Notes will be exchangeable into cash up to the principal amount of the Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof at the option of the holders at any time prior to the close of business on the second scheduled trading day preceding the maturity date. The exchange rate will initially equal 39.6628 common shares per $1,000 principal amount of Exchangeable Notes (equivalent to an exchange price of approximately $ 25.21 per common share and an exchange premium of approximately 25 % based upon the closing price of $ 20.17 per common share on March 17, 2021). The exchange rate will be subject to adjustment upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest. The Operating Partnership may redeem the Exchangeable Notes, at its option, in whole or in part, on any business day on or after April 5, 2025, if the last reported sale price of the common shares has been at least 130 % of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the issuer provides notice of redemption at a redemption price equal to 100 % of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In connection with the Exchangeable Notes, the Operating Partnership entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the Exchangeable Notes or their respective affiliates. The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the number of common shares underlying the Exchangeable Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of common shares upon exchange of the Exchangeable Notes. The cap price of the Capped Call Transactions was initially approximately $ 30.26 , which represents a premium of approximately 50 % over the last reported sale price of common shares on March 17, 2021 and is subject to anti-dilution adjustments under the terms of the Capped Call Transactions. We incurred $ 9.8 million of costs related to the Capped Call Transactions, which are included within “Additional paid-in capital” in the accompanying consolidated balance sheets. F-33 Unsecured Term Loans and Revolving Line of Credit The following table summarizes the Company’s term loans and revolving line of credit (dollars in thousands) : December 31, 2023 December 31, 2022 Maturity Date Balance Interest Rate Balance Interest Rate Unsecured term loan due 2024 – fixed rate (1) July 17, 2024 $ 120,000 2.68 % $ 120,000 2.68 % Unsecured term loan due 2025 – fixed rate (2) October 24, 2025 250,000 5.09 % 250,000 5.09 % Unsecured term loan due 2026 – fixed rate (3) July 17, 2026 150,000 2.73 % 150,000 2.73 % Unsecured term loan due 2029 – fixed rate (4) July 29, 2029 300,000 3.82 % 300,000 4.05 % Total unsecured term loans $ 820,000 $ 820,000 Unsecured credit facility revolving line of credit – variable rate (5) January 8, 2026 $ — 6.58 % $ — 5.56 % (1) $ 120,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 1.58 % plus a credit spread based on a ratings grid ranging from 0.80 % to 1.65 % through July 17, 2024. The applicable credit spread was 1.10 % as of December 31, 2023 and 2022. (2) $ 250,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 5.09 % through October 24, 2025. The maturity date of the term loan may be extended for up to three additional periods of one year each at the Operating Partnership’s option, subject to certain conditions. (3) $ 150,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 1.68 % plus a credit spread based on a ratings grid ranging from 0.75 % to 1.60 % through July 17, 2026. The applicable credit spread was 1.05 % as of December 31, 2023 and 2022. (4) As of December 31, 2023, $ 300,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 2.47 % plus a credit spread based on a ratings grid ranging from 1.15 % to 2.20 % through August 1, 2025. As of December 31, 2022, $ 300,000 of SOFR-based variable rate debt had been swapped to a fixed rate of 2.70 % plus a credit spread based on a ratings grid ranging from 1.15 % to 2.20 % through November 22, 2023. The applicable credit spread was 1.35 % as of December 31, 2023 and 2022. (5) The revolving line of credit has two six-month extension options that the Company can exercise, at its election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) payment of an extension fee equal to 0.075 % of the revolving line of credit capacity. Unsecured Revolving Credit Facility In July 2022, the Operating Partnership, as borrower, and the Company entered into the Second Amendment (the “Second Amendment”) to the Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021 (as amended, the “Credit Agreement”) with a syndicate of financial institutions to provide for an unsecured revolving credit facility aggregating $ 1.1 billion (the “Revolving Facility”) and a seven-year $ 300.0 million unsecured term loan (the “$ 300 M Term Loan”). Under the Second Amendment, the Operating Partnership has the option, subject to certain customary conditions, to increase the Revolving Facility and/or incur additional term loans in an aggregate amount for all such increases and additional loans of up to $ 600.0 million, for a total facility amount of up to $ 2.0 billion. The Revolving Facility has a scheduled maturity date of January 8, 2026, which maturity date may be extended for up to two additional periods of six months at the Operating Partnership’s option, subject to certain conditions. Borrowings under the Revolving Facility bear interest at a rate per annum equal to SOFR plus a margin based on the Operating Partnership’s leverage ratio or credit rating, respectively, plus a facility fee based on the Operating Partnership’s leverage ratio or credit rating, respectively. The SOFR rate is also subject to an additional 0.10 % spread adjustment as specified in the Second Amendment. The Revolving Facility is currently priced on the leverage-based pricing grid. In accordance with the Credit Agreement, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end. The Company may irrevocably elect to convert to the ratings-based pricing grid at any time. As of December 31, 2023, making such an election would have resulted in a lower interest rate; however, the Company had not made the election to convert to the ratings-based pricing grid. The Credit Agreement includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein. F-34 The following table summarizes the key terms of the Revolving Facility as of December 31, 2023 (dollars in thousands) : Leverage-Based Pricing Investment Grade Pricing Credit Agreement Maturity Date Extension Option Extension Fee Credit Spread Facility Fee Credit Spread Facility Fee SOFR Adjustment $ 1,100,000 unsecured revolving line of credit 1/8/2026 2 six -month 0.075 % 1.05 %– 1.50 % 0.15 %– 0.30 % 0.725 %– 1.40 % 0.125 %– 0.30 % 0.10 % The Operating Partnership’s ability to borrow under the Credit Agreement is subject to ongoing compliance by the Operating Partnership and its subsidiaries with various restrictive covenants, including with respect to liens, transactions with affiliates, dividends, mergers and asset sales. In addition, the Credit Agreement requires that the Operating Partnership satisfy certain financial covenants, including (i) a maximum leverage ratio; (ii) a minimum fixed charge coverage ratio; (iii) a maximum secured indebtedness ratio; (iv) a maximum unsecured leverage ratio; and (v) a minimum unencumbered interest coverage ratio. As of December 31, 2023, we were in compliance with all such covenants. The Credit Agreement includes customary representations and warranties, which must continue to be true and correct in all material respects as a condition to future draws under the Revolving Facility. The Credit Agreement also contains customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations under the Credit Agreement to be immediately due and payable. Unsecured Term Loans In July 2022, in conjunction with the Second Amendment, the Operating Partnership obtained a $ 300 M Term Loan that is priced on a ratings-based pricing grid at a rate of SOFR plus a credit spread ranging from 1.15 % to 2.20 %. The SOFR rate is also subject to an additional 0.10 % spread adjustment as specified in the Second Amendment. Proceeds from the $ 300 M Term Loan were used to repay outstanding indebtedness and for general corporate purposes. The Operating Partnership is permitted to prepay the $ 300 M Term Loan in whole or in part, at any time, subject to a prepayment fee if prepaid on or before July 29, 2024. The agreement related to the $ 300 M Term Loan includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein. In October 2021, in connection with the merger with RPAI, the Operating Partnership (as successor by merger to RPAI) assumed RPAI’s $ 120.0 million (the “$ 120 M Term Loan”) and $ 150.0 million (the “$ 150 M Term Loan”) unsecured term loans, which were originally priced on a leverage-based pricing grid with the credit spread set forth in the leverage grid resetting quarterly based on the Company’s leverage, as calculated at the previous quarter end. The Company had the option to irrevocably elect to convert to a ratings-based pricing grid at any time. On August 2, 2022, the Company made the election to convert to the ratings-based pricing grid. The agreement related to the $ 150 M Term Loan includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein. Under the agreement related to the $ 120 M Term Loan and the $ 150 M Term Loan, the Operating Partnership has the option to increase each of the term loans to $ 250.0 million upon the Operating Partnership’s request, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the term loan agreement, to provide such increased amounts. The Operating Partnership is permitted to prepay each of the $ 120 M Term Loan and $ 150 M Term Loan, in whole or in part, at any time without being subject to a prepayment fee. In October 2018, the Operating Partnership entered into a term loan agreement with a group of financial institutions providing for an unsecured term loan facility of up to $ 250.0 million (the “$ 250 M Term Loan”). The Operating Partnership has the option to increase the $ 250 M Term Loan to $ 300.0 million, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the term loan agreement, to provide such increased amounts. The Operating Partnership is permitted to prepay the $ 250 M Term Loan in whole or in part, at any time, subject to a prepayment fee if prepaid on or before October 25, 2023. The unsecured term loan agreements contain representations, financial and other affirmative and negative covenants and events of default that are substantially similar to those contained in the Credit Agreement. The unsecured term loan agreements all rank pari passu with the Operating Partnership’s Revolving Facility and other unsecured indebtedness of the Operating Partnership. F-35 The following table summarizes the key terms of the unsecured term loans as of December 31, 2023 (dollars in thousands) : Unsecured Term Loans Maturity Date Leverage-Based Pricing Credit Spread Investment Grade Pricing Credit Spread SOFR Adjustment $ 120,000 unsecured term loan due 2024 7/17/2024 1.20 % – 1.70 % 0.80 % – 1.65 % 0.10 % $ 250,000 unsecured term loan due 2025 10/24/2025 (1) 2.00 % – 2.55 % 2.00 % – 2.50 % 0.10 % $ 150,000 unsecured term loan due 2026 7/17/2026 1.20 % – 1.70 % 0.75 % – 1.60 % 0.10 % $ 300,000 unsecured term loan due 2029 7/29/2029 N/A 1.15 % – 2.20 % 0.10 % (1) The maturity date may be extended for up to three additional periods of one year each at the Operating Partnership’s option, subject to certain conditions. Debt Issuance Costs Debt issuance costs are amortized over the terms of the respective loan agreements. The following amounts of amortization of debt issuance costs are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income (in thousands) : Year Ended December 31, 2023 2022 2021 Amortization of debt issuance costs $ 3,609 $ 3,163 $ 2,681 Debt Maturities The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of December 31, 2023 (in thousands) : Secured Debt Scheduled Principal Payments Term Maturities Unsecured Debt Total 2024 $ 5,121 $ — $ 269,635 $ 274,756 2025 5,248 — 680,000 685,248 2026 4,581 10,600 550,000 565,181 2027 3,120 — 250,000 253,120 2028 3,757 — 100,000 103,757 Thereafter 28,091 92,788 800,000 920,879 $ 49,918 $ 103,388 $ 2,649,635 $ 2,802,941 Debt discounts, premiums and issuance costs, net 26,261 Mortgage and other indebtedness, net $ 2,829,202 Other Debt Activity During the years ended December 31, 2023, 2022 and 2021, we capitalized interest totaling $ 3.7 million, $ 2.4 million and $ 1.6 million, respectively. Fair Value of Fixed and Variable Rate Debt As of December 31, 2023, the estimated fair value of fixed rate debt was $ 1.9 billion compared to the book value of $ 2.0 billion. The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 5.53 % to 7.48 %. As of December 31, 2023, the estimated fair value of variable rate debt was $ 841.1 million compared to the book value of $ 837.0 million. The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 6.50 % to 7.45 %. F-36 NOTE 9. DERIVATIVE INSTRUMENTS, HEDGING ACTIVITIES AND OTHER COMPREHENSIVE INCOME In order to manage potential future variable interest rate risk, we enter into interest rate derivative agreements from time to time. We do not use interest rate derivative agreements for trading or speculative purposes. The agreements with each of our derivative counterparties provide that in the event of default on any of our indebtedness, we could also be declared in default on our derivative obligations. In December 2023, we entered into three forward-starting interest rate swap agreements with notional amounts totaling $ 150.0 million that swap a floating rate of compound SOFR for a fixed rate of 3.44 % with an effective date of June 28, 2024 and a maturity date of June 28, 2034. These interest rate swaps fixed the interest rate on a portion of the Notes Due 2034, which were issued in January 2024, and were subsequently terminated upon issuance of the Notes Due 2034. We received $ 0.7 million upon termination, which will be included as a component of “Accumulated other comprehensive income” in the consolidated balance sheets and reclassified as an increase to earnings over the term of the debt. The following table summarizes the terms and fair values of the Company’s derivative financial instruments that were designated and qualified as part of a hedging relationship as of December 31, 2023 and 2022 (dollars in thousands) : Fair Value Assets (Liabilities) (1) Type of Hedge Number of Instruments Aggregate Notional Reference Rate Interest Rate Effective Date Maturity Date December 31, 2023 December 31, 2022 Cash Flow Four $ 250,000 SOFR 2.99 % 12/1/2022 10/24/2025 $ 4,952 $ 7,134 Cash Flow Two 100,000 SOFR 2.66 % 8/1/2022 8/1/2025 2,415 3,616 Cash Flow Two — SOFR 2.72 % 8/3/2022 11/22/2023 — 3,663 Cash Flow Two 200,000 SOFR 2.37 % 11/22/2023 8/1/2025 5,716 4,370 Cash Flow Three 120,000 SOFR 1.58 % 8/15/2022 7/17/2024 2,236 5,461 Cash Flow Three 150,000 SOFR 1.68 % 8/15/2022 7/17/2026 7,744 10,896 $ 820,000 $ 23,063 $ 35,140 Fair Value (2) Two $ 155,000 SOFR SOFR + 3.70 % 4/23/2021 9/10/2025 $ ( 9,408 ) $ ( 14,177 ) Forward-Starting Cash Flow (3) Three $ 150,000 SOFR 3.44 % 6/28/2024 6/28/2034 $ ( 700 ) $ — (1) Derivatives in an asset position are included within “Prepaid and other assets” and derivatives in a liability position are included within “Accounts payable and accrued expenses” in the accompanying consolidated balance sheets. (2) On July 1, 2023, the fallback rate in the derivative agreements went into effect. The derivative agreements swap a blended fixed rate of 4.52 % for a blended floating rate of three-month SOFR plus 3.70 % as of December 31, 2023 and three-month LIBOR plus 3.70 % as of December 31, 2022. (3) Subsequent to December 31, 2023, the forward-starting interest rate swaps were terminated in conjunction with the issuance of the Notes Due 2034. In October 2022, we terminated two forward-starting interest rate swaps with notional amounts totaling $ 150.0 million and a maturity date of June 1, 2032 and received $ 30.9 million upon termination. This settlement is included as a component of “Accumulated other comprehensive income” in the accompanying consolidated balance sheets and is being reclassified to earnings over time as the hedged items are recognized in earnings. During the year ended December 31, 2023, we accelerated the reclassification of $ 3.1 million in accumulated other comprehensive income as a reduction to interest expense as a result of the hedged forecasted transaction becoming probable not to occur. Subsequent to December 31, 2023, we completed a public offering of the Notes Due 2034. See Note 14 for further details. These interest rate derivative agreements are the only assets or liabilities that we record at fair value on a recurring basis. The valuation of these assets and liabilities is determined using widely accepted techniques including discounted cash flow analysis. These techniques consider the contractual terms of the derivatives (including the period to maturity) and use observable market-based inputs such as interest rate curves and implied volatilities. We also incorporate credit valuation adjustments into the fair value measurements to reflect nonperformance risk on both our part and that of the respective counterparties. We have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, although the credit valuation adjustments associated with our derivatives use Level 3 inputs such as estimates of F-37 current credit spreads to evaluate the likelihood of default by us and our counterparties. As of December 31, 2023 and 2022, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations are classified within Level 2 of the fair value hierarchy. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to earnings over time as the hedged items are recognized in earnings. Approximately $ 17.4 million was reclassified as an increase to earnings during the year ended December 31, 2023. Approximately $ 7.3 million and $ 7.7 million was reclassified as a decrease to earnings during the years ended December 31, 2022 and 2021, respectively. As interest payments on our derivatives are made over the next 12 months, we estimate the decrease to interest expense to be approximately $ 18.8 million, assuming the current SOFR curve. Unrealized gains and losses on our interest rate derivative agreements are the only components of the change in accumulated other comprehensive income. NOTE 10. LEASE INFORMATION Rental Income The Company receives rental income from the leasing of retail and office space. The lease agreements generally provide for certain increases in base rent, reimbursement for certain operating expenses, and may require tenants to pay contingent rent to the extent their sales exceed a defined threshold. Certain tenants have the option in their lease agreement to extend their lease upon the expiration of the contractual term. Variable lease payments are based upon tenant sales information and are recognized once a tenant’s sales volume exceeds a defined threshold. Variable lease payments for reimbursement of operating expenses are based upon the operating expense activity for the period. In connection with the October 2021 merger with RPAI, the Company assumed all leases in place at legacy RPAI properties and began recognizing rental income under the respective leases upon completion of the merger on October 22, 2021. Rental income related to the Company’s operating leases is comprised of the following for the years ended December 31, 2023, 2022 and 2021 (in thousands) : Year Ended December 31, 2023 2022 2021 Fixed contractual lease payments – operating leases $ 637,915 $ 615,773 $ 292,873 Variable lease payments – operating leases 151,853 151,304 69,422 Bad debt reserve ( 3,459 ) ( 6,027 ) ( 2,897 ) Straight-line rent adjustments 13,186 17,031 4,674 Straight-line rent (reserve) recovery for uncollectibility ( 1,374 ) ( 553 ) 716 Amortization of in-place lease liabilities, net 12,025 4,821 2,611 Rental income $ 810,146 $ 782,349 $ 367,399 The weighted average remaining term of the lease agreements is approximately 5.1 years. During the years ended December 31, 2023, 2022 and 2021, the Company earned overage rent totaling $ 7.5 million, $ 5.9 million, and $ 0.8 million, respectively. As of December 31, 2023, future minimum rentals to be received under non-cancelable operating leases, excluding variable lease payments and amounts deferred under lease concession agreements, for each of the next five years and thereafter are as follows (in thousands) : Lease Payments 2024 $ 615,479 2025 566,314 2026 503,985 2027 432,467 2028 342,810 Thereafter 1,105,808 Total $ 3,566,863 F-38 Commitments under Ground Leases As of December 31, 2023, we are obligated under 12 ground leases for approximately 98 acres of land. Most of these ground leases require fixed annual rent payments. The expiration dates of the remaining initial terms of these ground leases range from 2025 to 2092 with a weighted average remaining term of 34.0 years. Certain of these leases have five - to 10-year extension options ranging in total from 20 to 25 years. Right-of-use assets are included within “Prepaid and other assets” and lease liabilities are included within “Deferred revenue and other liabilities” in the accompanying consolidated balance sheets. During the years ended December 31, 2023, 2022 and 2021, the Company incurred ground lease expense on these operating leases of $ 3.9 million, $ 3.9 million, and $ 2.8 million, respectively. The Company made payments of $ 5.2 million, $ 5.1 million, and $ 2.6 million during the years ended December 31, 2023, 2022 and 2021, respectively, which are included within operating cash flows. As of December 31, 2023, future minimum lease payments due under ground leases for each of the next five years and thereafter are as follows (in thousands) : Lease Obligations 2024 $ 5,101 2025 5,306 2026 5,413 2027 5,586 2028 5,044 Thereafter 105,644 $ 132,094 Adjustment for discounting ( 63,169 ) Lease liabilities as of December 31, 2023 $ 68,925 NOTE 11. SHAREHOLDERS’ EQUITY Distributions Our Board of Trustees declared a cash distribution of $ 0.25 per common share and Common Unit for the fourth quarter of 2023. This distribution was paid on January 12, 2024 to common shareholders and common unitholders of record as of January 5, 2024. For the years ended December 31, 2023, 2022 and 2021, we declared cash distributions totaling $ 0.97 , $ 0.87 , and $ 0.72 , respectively, per common share and Common Unit. At-The-Market Offering Program On February 23, 2021, the Company and the Operating Partnership entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with each of BofA Securities, Inc., Citigroup Global Markets Inc., KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc., pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $ 150.0 million of its common shares of beneficial interest, $ 0.01 par value per share, under an at-the-market offering program (the “ATM Program”). On November 30, 2021, the Company and the Operating Partnership amended the Equity Distribution Agreement to reflect their filing of a shelf registration statement on November 16, 2021 with the SEC. The Operating Partnership intends to use the net proceeds, if any, to repay borrowings under its Revolving Facility and other indebtedness and for working capital and other general corporate purposes. The Operating Partnership may also use the net proceeds for acquisitions of operating properties and the development or redevelopment of properties, although there are currently no understandings, commitments or agreements to do so. As of December 31, 2023, the Company has no t sold any common shares under the ATM Program. Share Repurchase Program In February 2021, our Board of Trustees approved a share repurchase program under which the Company may repurchase, from time to time, up to an aggregate of $ 150.0 million of its common shares. In April 2022, our Board of Trustees authorized a $ 150.0 million increase to the size of the share repurchase program, authorizing share repurchases up to an aggregate of F-39 $ 300.0 million of its common shares (the “Share Repurchase Program”). The Company intends to fund any future repurchases under the Share Purchase Program with cash on hand or availability under the Revolving Facility, subject to any applicable restrictions. The timing of share repurchases and the number of common shares to be repurchased under the Share Repurchase Program will depend upon prevailing market conditions, regulatory requirements, and other factors. In February 2024, the Company extended the Share Repurchase Program for an additional year to February 28, 2025, if not terminated or extended prior to that date. As of December 31, 2023, the Company has no t repurchased any shares under the Share Repurchase Program. Dividend Reinvestment and Share Purchase Plan We maintain a dividend reinvestment and share purchase plan that offers shareholders and new investors the option to invest all or a portion of their common share dividends in additional common shares. Participants in this plan are also able to make optional cash investments with certain restrictions. NOTE 12. COMMITMENTS AND CONTINGENCIES Other Commitments and Contingencies We are obligated under various completion guarantees with certain lenders and lease agreements with tenants to complete all or portions of a development project and tenant-specific space currently under construction. We believe we currently have sufficient financing in place to fund these projects and expect to do so primarily through free cash flow or borrowings on the Revolving Facility. In 2017, we provided a repayment guaranty on a $ 33.8 million construction loan associated with the development of the Embassy Suites at the University of Notre Dame, consistent with our 35 % ownership interest. Our portion of the repayment guaranty is limited to $ 5.9 million, and the guaranty’s term is through July 1, 2024, the maturity date of the construction loan. As of December 31, 2023, the outstanding loan balance was $ 32.7 million, of which our share was $ 11.4 million. The loan is secured by the hotel. In 2021, we provided repayment and completion guaranties on loans totaling $ 66.2 million associated with the development of The Corner mixed-use project in the Indianapolis MSA. As of December 31, 2023, the outstanding balance of the loans was $ 61.0 million, of which our share was $ 30.5 million. Legal Proceedings We are not subject to any material litigation nor, to management’s knowledge, is any material litigation currently threatened against us. We are parties to routine litigation, claims, and administrative proceedings arising in the ordinary course of business. Management believes that such matters will not have a material adverse impact on our consolidated financial condition, results of operations or cash flows taken as a whole. NOTE 13. RELATED PARTIES AND RELATED PARTY TRANSACTIONS Subsidiaries of the Company provide certain management, construction management and other services to a number of entities owned by several members of the Company’s management. During each of the years ended December 31, 2023, 2022 and 2021, we earned less than $ 0.1 million from entities owned by certain members of management. We reimburse entities owned by certain members of the Company’s management for certain travel and related services. During each of the years ended December 31, 2023, 2022 and 2021, we paid $ 0.3 million to this related entity. On August 7, 2023, a wholly owned subsidiary of the Company (“KRG Development”) assigned to Pan Am Development Partners, LLC (“Assignee”) certain rights and obligations related to the development of a hotel on the Pan Am Plaza site across from the Indiana Convention Center in Indianapolis, IN, including certain future development rights and a right of first offer involving the project (collectively, the “Project Rights and Obligations”). Assignee is a wholly owned subsidiary of Circle Block Investors, LLC, the parent company that owns the Conrad Indianapolis hotel, of which Mr. Alvin E. Kite, our Chairman Emeritus and the father of Mr. John A. Kite, is the majority owner, and Mr. John A. Kite, our Chief Executive Officer and Chairman of the Board, and Mr. Thomas K. McGowan, our President and Chief Operating Officer, are minority owners. In connection with the transaction, Assignee assumed all Project Rights and Obligations from and after August 7, 2023 and agreed to pay KRG Development an assignment fee of up to $ 3.5 million (the “Assignment Fee”), which is due and payable upon the completion of certain development activities that are expected to occur in 2024. In connection with the transactions, Mr. Kite and Mr. McGowan expressly acknowledged and agreed that they remain subject to their executive employment agreements with the Company, including, without limitation, the obligation of each executive to devote substantially all his business time F-40 and effort to the performance of his duties for the Company. Assignee will engage a team of full-time professionals to perform the Project Rights and Obligations. The transaction was approved by a special transaction committee of the independent trustees of the Company (the “Transaction Committee”) as well as the Company’s independent trustees. The Transaction Committee engaged a third-party financial advisor to assist in determining the net value of the Project Rights and Obligations and establishing the Assignment Fee. NOTE 14. SUBSEQUENT EVENTS Subsequent to December 31, 2023, we completed a public offering of $ 350.0 million aggregate principal amount of 5.50 % senior unsecured notes due 2034 (“Notes Due 2034”). The Notes Due 2034 were priced at 98.670 % of the principal amount to yield 5.673 % to maturity and will mature on March 1, 2034, unless earlier redeemed. The proceeds will be used to repay outstanding indebtedness and for general corporate purposes. F-41 KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES Schedule III Consolidated Real Estate and Accumulated Depreciation December 31, 2023 (in thousands) Initial Cost Cost Capitalized Subsequent to Acquisition/Development Gross Carrying Amount Close of Period Name Encumbrances Land Building & Improvements Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Built / Renovated Year Acquired Operating Properties 12th Street Plaza $ — $ 2,624 $ 10,633 $ — $ 1,321 $ 2,624 $ 11,954 $ 14,578 $ 3,685 1978/2003 2012 54th & College — 2,672 — — — 2,672 — 2,672 — 2008 NA Arcadia Village — 8,487 11,707 — 105 8,487 11,812 20,299 1,823 1957 2021 Ashland & Roosevelt — 9,806 25,523 — 45 9,806 25,568 35,374 3,691 2002 2021 Avondale Plaza — 6,723 10,066 — 74 6,723 10,140 16,863 1,278 2005 2021 Bayonne Crossing — 47,809 38,362 — 2,304 47,809 40,666 88,475 11,880 2011 2014 Bayport Commons — 7,005 20,666 — 4,681 7,005 25,347 32,352 10,839 2008 NA Belle Isle Station — 9,130 41,082 — 7,843 9,130 48,925 58,055 20,180 2000 2015 Bridgewater Marketplace — 3,407 8,595 — 1,662 3,407 10,257 13,664 4,878 2008 NA Burlington* — — 2,773 — 29 — 2,802 2,802 2,802 1992/2000 2000 Castleton Crossing — 9,761 24,467 — 1,006 9,761 25,474 35,235 7,826 1975 2013 Cedar Park Town Center — 9,032 25,909 — 198 9,032 26,107 35,139 2,499 2013 2021 Centennial Center — 58,960 72,121 — 9,091 58,960 81,212 140,172 38,893 2002 2014 Centennial Gateway — 5,305 48,432 — 1,317 5,305 49,749 55,054 18,288 2005 2014 Central Texas Marketplace — 15,711 30,021 — 2,527 15,711 32,548 48,259 5,051 2004 2021 Centre at Laurel — 6,122 34,655 — 400 6,122 35,055 41,177 4,503 2005 2021 Centre Point Commons* — 2,918 22,285 — 494 2,918 22,779 25,697 8,507 2007 2014 Chantilly Crossing — 12,309 17,604 — 760 12,309 18,365 30,674 2,420 2004 2021 Chapel Hill Shopping Center* — — 34,828 — 2,603 — 37,431 37,431 14,803 2001 2015 Circle East — 1,188 27,077 — — 1,188 27,077 28,265 1,932 1998/2022 2021 City Center — 20,565 178,892 — 5,626 20,565 184,517 205,082 68,429 2018 2014 Clearlake Shores Shopping Center — 3,845 6,612 — 565 3,845 7,177 11,022 1,018 2003 2021 Coal Creek Marketplace — 9,397 11,650 — 162 9,397 11,811 21,208 1,836 1991 2021 Cobblestone Plaza — 10,374 44,270 — 3,637 10,374 47,907 58,281 17,911 2011 NA Colleyville Downs — 5,446 38,307 — 2,921 5,446 41,228 46,674 19,894 2014 2015 Colonial Square — 7,521 18,507 — 3,093 7,521 21,600 29,121 7,345 2010 2014 Colony Square — 20,300 18,784 — 711 20,300 19,495 39,795 3,552 1997 2021 Commons at Temecula — 18,966 44,255 — 319 18,966 44,575 63,541 7,233 1999 2021 Cool Creek Commons — 6,062 12,514 — 7,662 6,062 20,176 26,238 8,759 2005 NA Cool Springs Market — 12,444 22,621 40 7,312 12,484 29,933 42,417 14,961 1995 2013 Coppell Town Center — 5,052 11,252 — 555 5,052 11,807 16,859 1,794 1999 2021 Coram Plaza — 6,992 22,995 — 295 6,992 23,290 30,282 3,106 2004 2021 Crossing at Killingly Commons — 21,999 29,722 — 1,140 21,999 30,862 52,861 9,494 2010 2014 Cypress Mill Plaza — 6,320 10,064 — 339 6,320 10,403 16,723 1,466 2004 2021 F-42 Initial Cost Cost Capitalized Subsequent to Acquisition/Development Gross Carrying Amount Close of Period Name Encumbrances Land Building & Improvements Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Built / Renovated Year Acquired Operating Properties (continued) Davis Towne Crossing $ — $ 995 $ 8,951 $ — $ 129 $ 995 $ 9,079 $ 10,074 $ 1,204 2003 2021 Delray Marketplace 17,000 18,750 85,093 1,284 9,543 20,034 94,636 114,670 32,525 2013 NA Denton Crossing — 8,257 38,963 — 4,345 8,257 43,308 51,565 5,967 2003 2021 DePauw University Bookstore & Café* — 64 663 — 45 64 708 772 559 2012 NA Downtown Crown — 25,759 77,035 — 3,081 25,759 80,116 105,875 7,173 2014 2021 Draper Crossing — 9,054 27,063 — 2,240 9,054 29,304 38,358 12,001 2012 2014 Draper Peaks — 11,498 46,845 522 6,569 12,020 53,415 65,435 17,304 2012 2014 East Stone Commons* — 3,766 21,634 — 149 3,766 21,784 25,550 3,045 2005 2021 Eastern Beltway — 23,221 45,569 — 8,728 23,221 54,297 77,518 17,900 1998/2006 2014 Eastgate Crossing — 4,244 58,669 — 5,613 4,244 64,282 68,526 7,007 1958/2007 2020 Eastgate Pavilion — 8,026 18,269 — 2,245 8,026 20,514 28,540 10,088 1995 2004 Eastwood Towne Center — 3,242 55,945 — 4,322 3,242 60,268 63,510 8,602 2002 2021 Eddy Street Commons* — 1,956 48,285 — 4,946 1,956 53,230 55,186 17,347 2009/2022 NA Edwards Multiplex — 22,583 28,710 — 23 22,583 28,734 51,317 4,794 1997 2021 Estero Town Commons — 8,458 9,927 — 992 8,458 10,919 19,377 5,141 2006 NA Fairgrounds Plaza — 12,690 15,249 — 94 12,690 15,343 28,033 2,077 2002 2021 Fishers Station — 4,008 13,028 — 302 4,008 13,330 17,338 4,756 2018 NA Fordham Place — 41,993 102,435 — 637 41,993 103,072 145,065 11,163 1920/2009 2021 Fort Evans Plaza II — 14,110 39,197 — 3,506 14,110 42,703 56,813 4,817 2008 2021 Fullerton Metrocenter — 55,794 42,865 — 3,628 55,794 46,493 102,287 7,171 1988 2021 Galvez Shopping Center — 494 4,962 — 250 494 5,212 5,706 688 2004 2021 Gardiner Manor Mall — 29,521 20,049 — 628 29,521 20,677 50,198 3,562 2000 2021 Gateway Pavillions — 44,167 10,282 — 1,089 44,167 11,371 55,538 2,735 2003 2021 Gateway Plaza — 15,608 22,055 — 1,464 15,608 23,520 39,128 4,308 2000 2021 Gateway Station — 10,679 10,533 — 413 10,679 10,947 21,626 1,489 2003 2021 Gateway Village — 32,045 33,365 — 416 32,045 33,781 65,826 5,396 1996 2021 Geist Pavilion — 1,368 7,219 — 2,825 1,368 10,044 11,412 5,098 2006 NA Gerry Centennial Plaza — 3,448 9,721 — 211 3,448 9,932 13,380 1,368 2006 2021 Glendale Town Center — 1,494 41,779 ( 187 ) 20,108 1,307 61,887 63,194 35,467 1958/2021 1999 Grapevine Crossing — 7,021 11,928 — 738 7,021 12,666 19,687 1,956 2001 2021 Green's Corner — 4,716 13,739 — 145 4,716 13,884 18,600 2,152 1997 2021 Greyhound Commons — 2,629 794 — 2,619 2,629 3,413 6,042 1,189 2005 NA Gurnee Town Center — 7,348 20,575 — 346 7,348 20,922 28,270 3,247 2000 2021 Henry Town Center — 9,446 49,690 — 950 9,446 50,639 60,085 7,979 2002 2021 Heritage Square — 11,373 16,167 — 489 11,373 16,656 28,029 2,582 1985 2021 Heritage Towne Crossing — 5,720 14,753 — 333 5,720 15,086 20,806 2,176 2002 2021 Holly Springs Towne Center — 22,324 93,387 — 7,962 22,324 101,350 123,674 29,599 2013 NA Home Depot Center* — — 20,122 — 444 — 20,566 20,566 3,021 1996 2021 Huebner Oaks — 19,423 35,847 — 666 19,423 36,513 55,936 4,875 1996 2021 F-43 Initial Cost Cost Capitalized Subsequent to Acquisition/Development Gross Carrying Amount Close of Period Name Encumbrances Land Building & Improvements Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Built / Renovated Year Acquired Operating Properties (continued) Humblewood Shopping Center $ — $ 3,921 $ 10,873 $ — $ 460 $ 3,921 $ 11,332 $ 15,253 $ 1,592 1979/2005 2021 Hunter's Creek Promenade — 8,017 12,610 179 1,935 8,196 14,545 22,741 5,402 1994 2013 Indian River Square — 4,000 5,971 1,100 5,859 5,100 11,830 16,930 4,216 1997/2004 2005 International Speedway Square — 7,157 12,021 — 8,816 7,157 20,837 27,994 12,933 1999 NA Jefferson Commons — 23,356 19,977 — 2,094 23,356 22,071 45,427 3,611 2005 2021 John's Creek Village — 7,668 39,592 — 1,099 7,668 40,691 48,359 5,511 2004 2021 King's Lake Square — 4,519 12,322 — 1,893 4,519 14,216 18,735 7,392 1986/2014 2003 La Plaza Del Norte — 18,113 32,729 — 420 18,113 33,149 51,262 5,256 1996 2021 Lake City Commons — 4,693 11,372 — 220 4,693 11,593 16,286 3,843 2008 2014 Lake Mary Plaza — 1,413 8,537 — 291 1,413 8,828 10,241 2,782 2009 2014 Lake Worth Towne Crossing — 6,228 28,752 — 180 6,228 28,932 35,160 3,826 2005 2021 Lakewood Towne Center — 32,864 30,955 — 1,616 32,864 32,572 65,436 5,218 2002 2021 Lincoln Park — 14,757 40,069 — 1,210 14,757 41,279 56,036 6,292 1997 2021 Lincoln Plaza — 6,239 38,288 — 5,669 6,239 43,957 50,196 6,657 2001 2021 Lithia Crossing — 3,065 9,830 — 3,622 3,065 13,452 16,517 6,585 1994/2003 2011 Lowe's Center — 19,894 — — 41 19,894 41 19,935 — 2005 2021 MacArthur Crossing — 11,190 31,262 — 1,848 11,190 33,110 44,300 3,629 1995 2021 Main Street Promenade — 2,630 60,806 — 921 2,630 61,727 64,357 5,629 2003 2021 Manchester Meadows — 10,788 30,402 — 135 10,788 30,537 41,325 5,906 1994 2021 Mansfield Towne Crossing — 2,966 14,286 — 713 2,966 14,998 17,964 2,066 2003 2021 Market Street Village — 9,764 16,360 — 4,515 9,764 20,875 30,639 10,799 1970/2004 2005 Merrifield Town Center — 5,186 41,073 — 1,529 5,186 42,602 47,788 4,396 2008 2021 Merrifield Town Center II — 19,614 23,042 — 159 19,614 23,201 42,815 2,552 1972/2007 2021 Miramar Square — 26,492 30,696 389 10,134 26,880 40,830 67,710 12,265 2008 2014 Mullins Crossing* — 10,582 38,715 — 6,965 10,582 45,681 56,263 16,344 2005 2014 Naperville Marketplace — 5,364 11,377 — 270 5,364 11,647 17,011 5,277 2008 NA New Forest Crossing — 7,175 11,976 — 315 7,175 12,291 19,466 1,826 2003 2021 New Hyde Park Shopping Center — 10,792 9,766 — 606 10,792 10,373 21,165 1,197 1964/2011 2021 Newnan Crossing — 6,616 41,017 — 1,118 6,616 42,135 48,751 7,045 1999 2021 Newton Crossroads — 1,004 10,758 — 116 1,004 10,874 11,878 1,663 1997 2021 Nora Plaza 3,333 3,790 19,938 5,002 20,680 8,792 40,618 49,410 5,997 2004 2019 North Benson Center — 16,632 9,847 — 397 16,632 10,244 26,876 1,753 1988 2021 Northcrest Shopping Center — 4,044 33,920 — 1,215 4,044 35,136 39,180 12,212 2008 2014 Northdale Promenade — 1,718 27,481 — ( 203 ) 1,718 27,278 28,996 17,284 2017 NA Northgate North 22,361 20,063 48,698 — 2,609 20,063 51,307 71,370 8,062 1999 2021 Northpointe Plaza — 15,964 35,447 — 889 15,964 36,336 52,300 5,412 1991 2021 Oak Brook Promenade — 6,753 48,640 — 3,744 6,753 52,383 59,136 6,493 2006 2021 Oleander Place* — 847 5,546 — 239 847 5,785 6,632 3,069 2012 2011 One Loudoun Downtown 95,095 74,400 235,487 — 4,415 74,400 239,902 314,302 23,341 2013/2022 2021 F-44 Initial Cost Cost Capitalized Subsequent to Acquisition/Development Gross Carrying Amount Close of Period Name Encumbrances Land Building & Improvements Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Built / Renovated Year Acquired Operating Properties (continued) Oswego Commons $ — $ 5,746 $ 8,220 $ — $ 1,824 $ 5,746 $ 10,044 $ 15,790 1,519 2002 2021 Palms Plaza — 12,049 24,389 — 676 12,049 25,065 37,114 2,673 1988/2004 2022 Paradise Valley Marketplace — 6,889 35,794 — 178 6,889 35,971 42,860 5,101 2002 2021 Parkside Town Commons — 21,796 107,887 ( 60 ) 11,043 21,736 118,930 140,666 39,826 2015 N/A Parkway Towne Crossing — 15,099 28,436 — 461 15,099 28,897 43,996 3,300 2010 2021 Pavilion at King's Grant — 5,086 39,781 — 1,918 5,086 41,700 46,786 6,674 2002 2021 Pebble Marketplace — 7,504 34,448 — 572 7,504 35,020 42,524 2,361 1997 2022 Pelham Manor Shopping Plaza* — — 42,224 — 238 — 42,462 42,462 4,726 2008 2021 Peoria Crossing — 18,879 16,215 — 1,214 18,879 17,429 36,308 3,039 2002 2021 Perimeter Woods — 6,893 27,245 — 1,948 6,893 29,193 36,086 10,143 2008 2014 Pine Ridge Crossing — 5,640 16,326 — 5,643 5,640 21,969 27,609 10,329 1994 2006 Plaza at Cedar Hill — 5,782 33,810 — 17,621 5,782 51,431 57,213 25,381 2000 2004 Plaza at Marysville — 6,710 18,444 — 205 6,710 18,649 25,359 2,966 1995 2021 Pleasant Hill Commons — 3,350 10,064 — ( 376 ) 3,350 9,687 13,037 3,236 2008 2014 Pleasant Run Towne Crossing — 4,465 24,889 — 1,402 4,465 26,291 30,756 3,817 2004 2021 Portofino Shopping Center — 4,721 75,005 — 20,490 4,721 95,494 100,215 40,569 1999 2013 Prestonwood Place — 14,282 61,305 — — 14,282 61,305 75,587 772 1979/2020 2023 Publix at Woodruff — 1,783 6,346 — 1,009 1,783 7,355 9,138 5,038 1997 2012 Rampart Commons 6,529 1,136 42,174 — 1,066 1,136 43,239 44,375 17,875 2018 2014 Rangeline Crossing — 1,981 17,459 — 3,688 1,981 21,147 23,128 8,106 1986/2013 NA Riverchase Plaza — 3,889 11,226 — 1,252 3,889 12,478 16,367 6,391 1991/2001 2006 Rivers Edge — 5,647 28,778 — 1,993 5,647 30,771 36,418 11,361 2011 2008 Rivery Towne Crossing — 5,230 2,291 — 1,020 5,230 3,311 8,541 566 2005 2021 Royal Oaks Village II — 3,462 9,092 — 762 3,462 9,854 13,316 1,425 2004 2021 Sawyer Heights Village — 18,720 19,565 — 62 18,720 19,627 38,347 2,381 2007 2021 Saxon Crossing — 3,764 15,430 — 912 3,764 16,342 20,106 5,551 2009 2014 Shoppes at Hagerstown — 6,796 15,899 — 641 6,796 16,540 23,336 1,871 2008 2021 Shoppes at Plaza Green — 3,749 20,889 — 2,586 3,749 23,475 27,224 9,828 2000 2012 Shoppes at Quarterfield — 4,105 8,708 — 645 4,105 9,352 13,457 688 1999/2022 2021 Shoppes of Eastwood — 1,688 8,911 — 1,050 1,688 9,961 11,649 5,162 1997 2013 Shoppes of New Hope — 2,107 10,750 — 34 2,107 10,784 12,891 1,485 2004 2021 Shoppes of Prominence Point — 2,945 11,408 — 164 2,945 11,572 14,517 1,772 2004 2021 Shops at Eagle Creek — 2,121 8,093 — 4,456 2,121 12,549 14,670 6,430 1998 2003 Shops at Forest Commons — 1,616 9,345 — 553 1,616 9,898 11,514 1,411 2002 2021 Shops at Julington Creek — 2,372 7,300 — 346 2,372 7,646 10,018 2,296 2011 2014 Shops at Moore — 6,284 23,659 — 3,085 6,284 26,744 33,028 8,271 2010 2014 Shops at Park Place — 8,042 18,358 — 50 8,042 18,408 26,450 2,862 2001 2021 Silver Springs Pointe — 7,580 4,947 — 554 7,580 5,501 13,081 2,359 2001 2014 Southlake Corners — 7,998 16,576 — 296 7,998 16,873 24,871 2,788 2004 2021 F-45 Initial Cost Cost Capitalized Subsequent to Acquisition/Development Gross Carrying Amount Close of Period Name Encumbrances Land Building & Improvements Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Built / Renovated Year Acquired Operating Properties (continued) Southlake Town Square $ — $ 19,534 $ 322,105 $ — $ 15,694 $ 19,534 $ 337,798 $ 357,332 $ 50,640 1998 2021 Stilesboro Oaks — 3,712 11,353 — 63 3,712 11,416 15,128 1,799 1997 2021 Stonebridge Plaza — 1,923 7,923 — 18 1,923 7,941 9,864 1,199 1997 2021 Stoney Creek Commons — 628 3,700 — 5,913 628 9,613 10,241 5,579 2000 NA Sunland Towne Centre — 14,774 22,247 — 4,734 14,774 26,981 41,755 13,769 1996 2004 Tacoma South — 30,058 3,334 — 1,245 30,058 4,579 34,637 581 1984 2021 Target South Center — 2,581 9,553 — 108 2,581 9,661 12,242 1,467 1999 2021 Tarpon Bay Plaza — 3,855 23,796 — 3,161 3,855 26,957 30,812 10,968 2007 NA The Brickyard — 29,389 19,595 — 4,550 29,389 24,145 53,534 3,602 1977/2004 2021 The Corner — 3,772 23,437 — 271 3,772 23,708 27,480 6,723 2008 2014 The Landing at Tradition — 17,605 45,912 — 21,690 17,605 67,602 85,207 17,125 2007 2014 The Shoppes at Union Hill 8,988 9,876 46,328 — 1,192 9,876 47,519 57,395 6,373 2003 2021 The Shops at Legacy — 14,864 119,439 — 9,700 14,864 129,139 144,003 17,638 2002 2021 Tollgate Marketplace — 11,963 65,450 — 13,715 11,963 79,165 91,128 10,759 1979/1994 2021 Toringdon Market — 5,448 9,325 — 601 5,448 9,926 15,374 3,890 2004 2013 Towson Square — 1,412 27,173 — 38 1,412 27,211 28,623 2,939 2014 2021 Traders Point — 11,135 42,153 — 2,997 11,135 45,150 56,285 26,481 2005 NA Tradition Village Center — 3,140 14,741 — 1,314 3,140 16,055 19,195 5,919 2006 2014 Tysons Corner — 13,334 10,483 — 141 13,334 10,623 23,957 1,079 1980/2013 2021 Village Shoppes at Simonton — 1,627 11,928 — 92 1,627 12,020 13,647 1,734 2004 2021 Walter's Crossing — 13,056 20,699 — 4,258 13,056 24,957 38,013 2,962 2005 2021 Watauga Pavilion — 5,511 24,145 — 247 5,511 24,392 29,903 3,422 2003 2021 Waterford Lakes Village — 2,317 1,873 — 11,158 2,317 13,031 15,348 1,554 1997 2004 Waxahachie Crossing — 1,411 15,698 — ( 257 ) 1,411 15,441 16,852 4,703 2010 2014 Westbury Center — 4,540 12,866 — 131 4,540 12,998 17,538 1,850 2000 2021 Winchester Commons — 2,119 9,560 — 37 2,119 9,597 11,716 1,632 1999 2021 Woodinville Plaza — 24,722 30,048 — 1,146 24,722 31,194 55,916 4,825 1981 2021 Total Operating Properties 153,306 1,824,044 5,225,599 8,267 468,021 1,832,311 5,693,620 7,525,931 1,361,001 F-46 Initial Cost Cost Capitalized Subsequent to Acquisition/Development Gross Carrying Amount Close of Period Name Encumbrances Land Building & Improvements Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Built / Renovated Year Acquired Office and Other Properties Thirty South Meridian $ — $ 1,643 $ 8,131 $ — $ 26,303 $ 1,643 $ 34,435 $ 36,078 $ 17,911 1905/2002 2001 Union Station Parking Garage — 904 2,310 — 2,281 904 4,591 5,495 2,227 1986 2001 Total Office Properties — 2,547 10,441 — 28,585 2,547 39,026 41,573 20,138 Development and Redevelopment Projects Carillon — 28,239 39,737 — — 28,239 39,737 67,976 631 2004 2021 Hamilton Crossing Centre — 3,514 2,017 ( 19 ) 490 3,495 2,507 6,002 — N/A N/A One Loudoun – Uptown — 92,452 — ( 88 ) 111 92,363 111 92,474 — N/A 2021 The Corner – IN — — — — 250 — 250 250 — N/A N/A Total Development and Redevelopment Projects — 124,205 41,754 ( 107 ) 851 124,098 42,605 166,703 631 Other ** Bridgewater Marketplace — 855 — — — 855 — 855 — N/A N/A KRG Development — — — — — — — — — N/A N/A KRG New Hill — 1,092 — 74 — 1,166 — 1,166 — N/A N/A KRG Peakway — 3,833 — — — 3,833 — 3,833 — N/A N/A Total Other — 5,780 — 74 — 5,854 — 5,854 — Line of credit/Term loans/Unsecured notes 2,649,635 — — — — — — — — N/A N/A Grand Total $ 2,802,941 $ 1,956,576 $ 5,277,794 $ 8,233 $ 497,457 $ 1,964,809 $ 5,775,251 $ 7,740,061 $ 1,381,770 * This property or a portion of the property is subject to a ground lease for the land. ** This category generally includes land held for development. We also have certain additional land parcels at our development and operating properties, which amounts are included elsewhere in this table. F-47 KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES Notes to Schedule III Consolidated Real Estate and Accumulated Depreciation (dollars in thousands) NOTE 1. RECONCILIATION OF INVESTMENT PROPERTIES The changes in investment properties for the years ended December 31, 2023, 2022 and 2021 are as follows: Year Ended December 31, 2023 2022 2021 Balance as of January 1, $ 7,732,573 $ 7,584,735 $ 3,136,982 Acquisitions related to the RPAI merger — ( 16,672 ) 4,440,768 Acquisitions 75,587 99,064 15,263 Improvements 140,654 152,165 54,323 Disposals ( 208,753 ) ( 86,719 ) ( 62,601 ) Balance as of December 31, $ 7,740,061 $ 7,732,573 $ 7,584,735 The unaudited aggregate cost of investment properties for U.S. federal income tax purposes as of December 31, 2023 was approximately $ 8.0 billion. NOTE 2. RECONCILIATION OF ACCUMULATED DEPRECIATION The changes in accumulated depreciation for the years ended December 31, 2023, 2022 and 2021 are as follows: Year Ended December 31, 2023 2022 2021 Balance as of January 1, $ 1,161,148 $ 879,306 $ 750,119 Depreciation expense 317,593 318,809 154,519 Disposals ( 96,971 ) ( 36,967 ) ( 25,332 ) Balance as of December 31, $ 1,381,770 $ 1,161,148 $ 879,306 Depreciation of investment properties reflected in the accompanying consolidated statements of operations and comprehensive income is calculated over the estimated original lives of the assets as follows: Buildings 20 – 35 years Building improvements 10 – 35 years Tenant improvements Term of related lease Furniture and fixtures 5 – 10 years All other schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the accompanying consolidated financial statements or notes thereto. F-48