Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common shares trade on the New York Stock Exchange (the “NYSE”) under the symbol “KRG.” On February 13, 2026, the closing price of our common shares on the NYSE was $25.03.
Holders
On February 13, 2026, there were 8,417 registered holders of record of our common shares, which does not include beneficial or non-registered holders that hold their shares through various brokerage firms. This figure does not represent the actual number of beneficial owners since our common shares are often held in “street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares.
Distributions, if any, will be declared and paid at the discretion of our Board of Trustees and will depend upon a number of factors, including the amount of cash generated by operating activities, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code, and such other factors as our Board of Trustees deem relevant.
Distributions by us to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes will be taxable to shareholders as either ordinary dividend income or capital gain income if so declared by us. Distributions in excess of taxable earnings and profits generally will be treated as a non-taxable return of capital. These distributions, to the extent they do not exceed the shareholder’s adjusted tax basis in its common shares, have the effect of deferring taxation until the sale of a shareholder’s common shares. To the extent that distributions are both in excess of taxable earnings and profits and the shareholder’s adjusted tax basis in its common shares, the distribution will be treated as a gain from the sale of common shares. In order to maintain our qualification as a REIT, we must make annual distributions to shareholders of at least 90% of our “REIT taxable income” (determined before the deduction for dividends paid and excluding net capital gains), and we must make distributions to shareholders equal to 100% of our net taxable income to eliminate U.S. federal income tax liability. Under certain circumstances, we could be required to make distributions in excess of cash available for distributions to meet such requirements. For the taxable year ended December 31, 2025, approximately 83.2% of our distributions to shareholders constituted taxable ordinary income dividends, and approximately 16.8% constituted taxable capital gains dividends.
Under our Revolving Facility, we are permitted to make distributions to our shareholders provided that no event of default exists. If an event of default exists, we may only make distributions sufficient to maintain our REIT status. However, we may not make any distributions if any event of default resulting from nonpayment or bankruptcy exists or if our obligations under the Revolving Facility are accelerated.
Issuer Repurchases; Unregistered Sales of Securities
From time to time, certain of our employees surrender common shares owned by them to satisfy their statutory minimum U.S. federal and state tax obligations associated with the vesting of restricted common shares of beneficial interest issued under the Company’s 2013 Equity Incentive Plan, as amended and restated as of May 11, 2022. These shares are repurchased by the Company. The following table summarizes the common share repurchases made during the three months ended December 31, 2025 and amounts outstanding under our Share Repurchase Program:
Period Total Number
of Shares
Purchased Average Price
Paid per Share Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs Approximate
Dollar Value that May Yet Be
Purchased Under the
Plans or Programs (1)
October 1, 2025 to October 31, 2025 321,862 $ 22.25 321,862 $ 222,901,000
November 1, 2025 to November 30, 2025 2,593,394 (2) $ 22.39 2,586,992 $ 164,990,000
December 1, 2025 to December 31, 2025 4,818,652 $ 23.39 4,818,652 $ 52,301,000
Total 7,733,908 $ 23.00 7,727,506
(1) Represents amounts outstanding under the Company’s authorized Share Repurchase Program, which was announced in February 2021. In April 2022, the Company’s Board of Trustees increased the size of the program from $150.0 million to $300.0 million and, in
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November 2025, extended the program for an additional year. The program may be suspended or terminated at any time by the Company and will terminate on February 28, 2027, if not terminated or extended prior to that date. In February 2026, our Board of Trustees authorized a $300.0 million increase to the size of the Share Repurchase Program, authorizing share repurchases up to a maximum of $600.0 million of our common shares.
(2) Includes 6,402 common shares owned by employees that were surrendered to satisfy their statutory minimum U.S. federal and state tax obligations associated with the vesting of restricted common shares of beneficial interest issued under the Company’s 2013 Equity Incentive Plan, as amended and restated as of May 11, 2022.
Issuances Under Equity Compensation Plans
For information regarding the securities authorized for issuance under our equity compensation plans, see Item 12 of this Annual Report on Form 10-K.
Performance Graph
Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act or the Exchange Act that might incorporate SEC filings, in whole or in part, the following performance graph will not be incorporated by reference into any such filings.
The following graph compares the cumulative total shareholder return of our common shares for the period from December 31, 2020 to December 31, 2025, to the S&P 500 Index and the published NAREIT All Equity REIT Index over the same period. The graph assumes that the value of the investment in our common shares and each index was $100 at December 31, 2020 and that all cash distributions were reinvested. The shareholder return shown on the graph below is not indicative of future performance.
The actual returns shown on the graph above are as follows:
12/20 6/21 12/21 6/22 12/22 6/23 12/23 6/24 12/24 6/25 12/25
Kite Realty Group Trust $ 100.00 $ 149.87 $ 150.92 $ 121.96 $ 152.12 $ 165.22 $ 172.90 $ 173.26 $ 199.65 $ 183.67 $ 199.15
S&P 500 $ 100.00 $ 115.25 $ 128.71 $ 103.02 $ 105.40 $ 123.20 $ 133.10 $ 153.46 $ 166.40 $ 176.73 $ 196.16
FTSE NAREIT Equity REITs $ 100.00 $ 121.96 $ 143.24 $ 114.30 $ 108.34 $ 114.15 $ 123.21 $ 123.05 $ 133.97 $ 133.63 $ 137.83
ITEM 6. [RESERVED]
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