Item 9A. Controls and Procedures
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 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, 2025 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, 2025. The Parent Company’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.
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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 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, 2025 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, 2025. 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.
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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, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 17, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Chicago, Illinois
February 17, 2026
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Kite Realty Group, L.P. 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, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), partners’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 17, 2026 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
Chicago, Illinois
February 17, 2026
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ITEM 9B. OTHER INFORMATION
Trading Arrangements
During the three months ended December 31, 2025, 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 2026 Annual Meeting Proxy Statement, which we intend to file within 120 days after our fiscal year-end in accordance with Regulation 14A (the “Proxy Statement”).
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.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Documents filed as part of this report:
(1) Financial Statements:
Consolidated financial statements for the Company and the Operating Partnership 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 and the Operating Partnership listed on the index immediately preceding the financial statements at the end of this report.
(3) Exhibits
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., as Issuer, Kite Realty Group Trust, as Possible Future Guarantor, and U.S. Bank National Association, as Trustee
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 Exhibit 4.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on January 17, 2024
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Exhibit No. Description Location
4.6 Form of Global Note representing the 5.500% Senior Notes due 2034 (included in Exhibit 4.5)
Incorporated by reference to Exhibit 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 Third Supplemental Indenture, dated August 15, 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 Exhibit 4.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 15, 2024
4.8 Form of Global Note representing the 4.950% Senior Notes due 2031 (included in Exhibit 4.7)
Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 15, 2024
4.9 Fourth Supplemental Indenture, dated as of June 27, 2025, 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 Exhibit 4.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on June 27, 2025
4.10 Form of Global Note representing the 5.20% Senior Notes due 2032 (included in Exhibit 4.9)
Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on June 27, 2025
4.11 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
4.12 Form of Global Note representing the 0.75% Exchangeable Senior Notes due 2027 (included in Exhibit 4.11)
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 March 22, 2021
4.13 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
4.14 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
4.15 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
4.16 Description of the Registrant’s Securities
Incorporated by reference to Exhibit 4.14 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 20, 2024
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
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 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
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Exhibit No. Description Location
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 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 31, 2020
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 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
10.15 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
10.16 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
10.17 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 filed with the SEC on March 7, 2014
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Exhibit No. Description Location
10.18 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
10.19 Indemnification Agreement, dated as of February 16, 2020, 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
10.20 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
10.21 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
10.22 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
10.23 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
10.24 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
10.25 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
10.26 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
10.27 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
10.28 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
10.29 Form of 2014 Outperformance Plan 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
10.30 Form of 2016 Outperformance Plan LTIP Unit Award 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
10.31 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
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Exhibit No. Description Location
10.32 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
10.33 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
10.34 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
10.35 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
10.36 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
10.37 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
10.38 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
10.39 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
10.40 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
10.41 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
10.42 First Amendment to Term Loan Agreement, dated as of December 21, 2022, by and among Kite Realty Group, L.P., Kite Realty Group Trust, 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
10.43 Second Amendment to Term Loan Agreement, dated as of October 3, 2024, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as Administrative Agent, and the other 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 October 8, 2024
10.44 Third Amendment to Term Loan Agreement, dated as of July 28, 2025, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as Administrative Agent, and the other 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 July 30, 2025
10.45 Amended and Restated Springing Guaranty, dated as of October 3, 2024, by Kite Realty Group Trust in favor of KeyBank National Association, as Agent
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 8, 2024
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Exhibit No. Description Location
10.46 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
10.47 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 and Joint Lead Arrangers, 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
10.48 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
10.49 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
10.50 Third Amendment to Sixth Amended and Restated Credit Agreement, dated as of October 3, 2024, by and among Kite Realty Group, L.P., Kite Realty Group Trust, 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 8, 2024
10.51 Fourth Amendment to Sixth Amended and Restated Credit Agreement, dated as of July 28, 2025, by and among Kite Realty Group, L.P., Kite Realty Group Trust, 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 July 30, 2025
10.52 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
10.53 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
10.54 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
10.55 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
10.56 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
10.57 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
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Exhibit No. Description Location
10.58 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
10.59 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
10.60 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
10.61 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
10.62 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
10.63 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
10.64 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
19.1 Policy on Inside Information and Insider Trading
Incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 12, 2025
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
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Exhibit No. Description Location
97.1 Kite Realty Group Trust Compensation Recovery Policy
Incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 20, 2024
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
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.
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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 their behalf by the undersigned thereunto duly authorized.
KITE REALTY GROUP TRUST
(Registrant)
/s/ JOHN A. KITE
John A. Kite
Date: February 17, 2026 Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ HEATH R. FEAR
Heath R. Fear
Date: February 17, 2026 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 17, 2026 Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ HEATH R. FEAR
Heath R. Fear
Date: February 17, 2026 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.
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Signature Title Date
/s/ JOHN A. KITE Chairman, Chief Executive Officer, and Trustee
(Principal Executive Officer) February 17, 2026
(John A. Kite)
/s/ BONNIE S. BIUMI Trustee February 17, 2026
(Bonnie S. Biumi)
/s/ DERRICK BURKS Trustee February 17, 2026
(Derrick Burks)
/s/ VICTOR J. COLEMAN Trustee February 17, 2026
(Victor J. Coleman)
/s/ STEVEN P. GRIMES Trustee February 17, 2026
(Steven P. Grimes)
/s/ CHRISTIE B. KELLY Trustee February 17, 2026
(Christie B. Kelly)
/s/ PETER L. LYNCH Trustee February 17, 2026
(Peter L. Lynch)
/s/ DAVID R. O’REILLY Trustee February 17, 2026
(David R. O’Reilly)
/s/ BARTON R. PETERSON Trustee February 17, 2026
(Barton R. Peterson)
/s/ CHARLES H. WURTZEBACH Trustee February 17, 2026
(Charles H. Wurtzebach)
/s/ CAROLINE L. YOUNG Trustee February 17, 2026
(Caroline L. Young)
/s/ HEATH R. FEAR Executive Vice President and Chief Financial Officer
(Principal Financial Officer) February 17, 2026
(Heath R. Fear)
/s/ JOSEPH D. SCHMID Interim Chief Accounting Officer February 17, 2026
(Joseph D. Schmid)
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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. 185 )
F-1
Consolidated Balance Sheets as of December 31, 2025 and 2024
F-5
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024 and 2023
F-6
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023
F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
F-8
KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 185 )
F-3
Consolidated Balance Sheets as of December 31, 2025 and 2024
F-9
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024 and 2023
F-10
Consolidated Statements of Partners’ Equity for the Years Ended December 31, 2025, 2024 and 2023
F-11
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
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-47
Notes to Schedule III
F-54
All other schedules for which provision is made in the applicable accounting regulations 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, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III – 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 17, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of investment properties for potential impairment
As discussed in Note 2 to the consolidated financial statements, investment properties, at cost was $7,003,479 thousand as of December 31, 2025. 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 a certain internal control 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. We obtained management representations regarding potential disposal plans, if any.
/s/ KPMG LLP
We have served as the Company’s auditor since 2020.
Chicago, Illinois
February 17, 2026
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Kite Realty Group, L.P. 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, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), partners’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III – 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 17, 2026 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, investment properties, at cost was $7,003,479 thousand as of December 31, 2025. 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 impairment.
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 a certain internal control 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. We obtained management representations regarding potential disposal plans, if any.
/s/ KPMG LLP
We have served as the Partnership’s auditor since 2020.
Chicago, Illinois
February 17, 2026
F-4
Table of Contents
KITE REALTY GROUP TRUST
Consolidated Balance Sheets
(in thousands, except share and per share data)
December 31,
2025 December 31,
2024
Assets:
Investment properties, at cost: $ 7,003,479 $ 7,634,191
Less: accumulated depreciation ( 1,656,191 ) ( 1,587,661 )
Net investment properties 5,347,288 6,046,530
Cash and cash equivalents 36,761 128,056
Tenant and other receivables, including accrued straight-line rent of $ 70,940
and $ 67,377 , respectively
127,865 125,768
Restricted cash and escrow deposits 441,605 5,271
Deferred costs, net 181,553 238,213
Short-term deposits — 350,000
Prepaid and other assets 93,913 104,627
Investments in unconsolidated subsidiaries 364,407 19,511
Assets associated with investment properties held for sale 71,105 73,791
Total assets $ 6,664,497 $ 7,091,767
Liabilities and Equity:
Liabilities:
Mortgage and other indebtedness, net $ 3,025,478 $ 3,226,930
Accounts payable and accrued expenses 221,118 202,651
Deferred revenue and other liabilities 221,813 246,100
Liabilities associated with investment properties held for sale 4,314 4,009
Total liabilities 3,472,723 3,679,690
Commitments and contingencies
Limited Partners’ interests in the Operating Partnership 116,245 98,074
Equity:
Common shares, $ 0.01 par value, 490,000,000 shares authorized,
208,979,900 and 219,667,067 shares issued and outstanding at
December 31, 2025 and 2024, respectively
2,090 2,197
Additional paid-in capital 4,612,280 4,868,554
Accumulated other comprehensive income 23,079 36,612
Accumulated deficit ( 1,563,840 ) ( 1,595,253 )
Total shareholders’ equity 3,073,609 3,312,110
Noncontrolling interests 1,920 1,893
Total equity 3,075,529 3,314,003
Total liabilities and equity $ 6,664,497 $ 7,091,767
The accompanying notes are an integral part of these consolidated financial statements.
F-5
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KITE REALTY GROUP TRUST
Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except share and per share data)
Year Ended December 31,
2025 2024 2023
Revenue:
Rental income $ 830,771 $ 826,548 $ 810,146
Other property-related revenue 9,354 6,268 6,830
Fee income 4,240 4,663 4,366
Total revenue 844,365 837,479 821,342
Expenses:
Property operating 116,113 113,601 107,958
Real estate taxes 104,531 103,893 102,426
General, administrative and other 55,459 52,558 56,142
Depreciation and amortization 373,287 393,335 426,361
Impairment charges 51,849 66,201 477
Total expenses 701,239 729,588 693,364
Other (expense) income:
Interest expense ( 132,577 ) ( 125,691 ) ( 105,349 )
Income tax expense of taxable REIT subsidiaries ( 467 ) ( 139 ) ( 533 )
Gain (loss) on sales of operating properties, net 291,962 ( 864 ) 22,601
Net gains from outlot sales 6,096 4,363 1,662
Loss on extinguishment of debt — ( 180 ) —
Equity in (loss) earnings of unconsolidated subsidiaries ( 11,650 ) ( 1,158 ) 33
Gain on sale of unconsolidated property, net — 2,325 —
Other income, net 9,038 17,869 1,991
Net income 305,528 4,416 48,383
Net income attributable to noncontrolling interests ( 6,865 ) ( 345 ) ( 885 )
Net income attributable to common shareholders $ 298,663 $ 4,071 $ 47,498
Net income per common share – basic and diluted $ 1.37 $ 0.02 $ 0.22
Weighted average common shares outstanding – basic 218,310,451 219,614,149 219,344,832
Weighted average common shares outstanding – diluted 218,429,473 219,727,496 219,728,283
Net income $ 305,528 $ 4,416 $ 48,383
Change in fair value of derivatives ( 13,637 ) ( 15,937 ) ( 22,008 )
Total comprehensive income (loss) 291,891 ( 11,521 ) 26,375
Comprehensive income attributable to noncontrolling interests ( 6,762 ) ( 231 ) ( 786 )
Comprehensive income (loss) attributable to the Company $ 285,129 $ ( 11,752 ) $ 25,589
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Table of Contents
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, 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
Stock compensation activity 218,638 3 10,767 — — 10,770
Other comprehensive loss — — — ( 15,823 ) — ( 15,823 )
Distributions to common shareholders — — — — ( 226,241 ) ( 226,241 )
Net income attributable to common shareholders — — — — 4,071 4,071
Adjustment to redeemable noncontrolling interests — — ( 28,805 ) — — ( 28,805 )
Balance at December 31, 2024 219,667,067 $ 2,197 $ 4,868,554 $ 36,612 $ ( 1,595,253 ) $ 3,312,110
Stock compensation activity 168,219 1 10,656 — — 10,657
Shares repurchased through Share Repurchase Program ( 10,855,386 ) ( 108 ) ( 247,855 ) — — ( 247,963 )
Other comprehensive loss — — — ( 13,533 ) — ( 13,533 )
Distributions to common shareholders — — — — ( 267,250 ) ( 267,250 )
Net income attributable to common shareholders — — — — 298,663 298,663
Adjustment to redeemable noncontrolling interests — — ( 19,075 ) — — ( 19,075 )
Balance at December 31, 2025 208,979,900 $ 2,090 $ 4,612,280 $ 23,079 $ ( 1,563,840 ) $ 3,073,609
The accompanying notes are an integral part of these consolidated financial statements.
F-7
Table of Contents
KITE REALTY GROUP TRUST
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income $ 305,528 $ 4,416 $ 48,383
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 380,155 397,985 429,970
(Gain) loss on sales of operating properties, net ( 291,962 ) 864 ( 22,601 )
Net gains from outlot sales ( 6,096 ) ( 4,363 ) ( 1,662 )
Gain on sale of unconsolidated property, net — ( 2,325 ) —
Impairment charges 51,849 66,201 477
Loss on extinguishment of debt — 180 —
Straight-line rent ( 10,354 ) ( 12,089 ) ( 11,812 )
Compensation expense for equity awards 10,804 10,740 10,116
Amortization of debt fair value adjustments ( 6,273 ) ( 12,038 ) ( 13,366 )
Amortization of in-place lease assets and liabilities ( 8,300 ) ( 10,078 ) ( 12,025 )
Equity in loss (earnings) of unconsolidated joint ventures 11,650 1,158 ( 33 )
Changes in assets and liabilities:
Tenant receivables ( 2,906 ) ( 2,610 ) ( 940 )
Deferred costs and other assets ( 8,402 ) ( 20,442 ) ( 28,217 )
Accounts payable, accrued expenses, deferred revenue and other liabilities 3,966 1,429 ( 3,642 )
Net cash provided by operating activities 429,659 419,028 394,648
Cash flows from investing activities:
Acquisitions of interests in properties ( 67,854 ) ( 40,561 ) ( 78,274 )
Capital expenditures ( 152,005 ) ( 140,470 ) ( 144,656 )
Net proceeds from outlot sales 12,858 13,198 3,166
Net proceeds from sales of operating properties 721,823 30,409 137,687
Investments in unconsolidated subsidiaries ( 253,924 ) — —
Investment in short-term deposits — ( 615,000 ) —
Proceeds from short-term deposits 350,000 265,000 —
Small business loan repayments — — 346
Distributions from unconsolidated joint ventures 4,201 1,618 —
Capital contributions to unconsolidated joint ventures ( 1,569 ) ( 13,185 ) —
Net cash provided by (used in) investing activities 613,530 ( 498,991 ) ( 81,731 )
Cash flows from financing activities:
Proceeds from issuance of common shares, net 78 74 86
Repurchases of common shares upon the vesting of restricted shares ( 1,339 ) ( 907 ) ( 767 )
Shares repurchased through Share Repurchase Program ( 247,963 ) — —
Debt and equity issuance costs ( 4,279 ) ( 18,992 ) ( 767 )
Loan proceeds 816,539 732,993 369,095
Loan payments ( 1,018,248 ) ( 314,756 ) ( 544,410 )
Distributions paid – common shareholders ( 236,477 ) ( 221,793 ) ( 210,546 )
Distributions paid – redeemable noncontrolling interests ( 6,377 ) ( 3,717 ) ( 2,952 )
Distributions to noncontrolling interests ( 284 ) ( 817 ) ( 3,196 )
Net cash (used in) provided by financing activities ( 698,350 ) 172,085 ( 393,457 )
Net change in cash, cash equivalents and restricted cash 344,839 92,122 ( 80,540 )
Cash, cash equivalents and restricted cash, beginning of year 133,552 41,430 121,970
Cash, cash equivalents and restricted cash, end of year $ 478,391 $ 133,552 $ 41,430
Supplemental disclosures:
Cash paid for interest, net of capitalized interest $ 133,407 $ 130,630 $ 120,870
Non-cash investing and financing activities:
Accrued capital expenditures and tenant improvements $ 7,241 $ 10,259 $ 9,780
Contribution of real estate and working capital in exchange for equity investment in unconsolidated joint venture $ 122,622 $ — $ —
Exchange of redeemable noncontrolling interests for common shares $ — $ — $ 1,568
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except unit and per unit data)
December 31,
2025 December 31,
2024
Assets:
Investment properties, at cost: $ 7,003,479 $ 7,634,191
Less: accumulated depreciation ( 1,656,191 ) ( 1,587,661 )
Net investment properties 5,347,288 6,046,530
Cash and cash equivalents 36,761 128,056
Tenant and other receivables, including accrued straight-line rent of $ 70,940
and $ 67,377 , respectively
127,865 125,768
Restricted cash and escrow deposits 441,605 5,271
Deferred costs, net 181,553 238,213
Short-term deposits — 350,000
Prepaid and other assets 93,913 104,627
Investments in unconsolidated subsidiaries 364,407 19,511
Assets associated with investment properties held for sale 71,105 73,791
Total assets $ 6,664,497 $ 7,091,767
Liabilities and Equity:
Liabilities:
Mortgage and other indebtedness, net $ 3,025,478 $ 3,226,930
Accounts payable and accrued expenses 221,118 202,651
Deferred revenue and other liabilities 221,813 246,100
Liabilities associated with investment properties held for sale 4,314 4,009
Total liabilities 3,472,723 3,679,690
Commitments and contingencies
Limited Partners’ interests in the Operating Partnership 116,245 98,074
Partners’ Equity:
Common equity, 208,979,900 and 219,667,067 units issued and outstanding
at December 31, 2025 and 2024, respectively
3,050,530 3,275,498
Accumulated other comprehensive income 23,079 36,612
Total Partners’ equity 3,073,609 3,312,110
Noncontrolling interests 1,920 1,893
Total equity 3,075,529 3,314,003
Total liabilities and equity $ 6,664,497 $ 7,091,767
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except unit and per unit data)
Year Ended December 31,
2025 2024 2023
Revenue:
Rental income $ 830,771 $ 826,548 $ 810,146
Other property-related revenue 9,354 6,268 6,830
Fee income 4,240 4,663 4,366
Total revenue 844,365 837,479 821,342
Expenses:
Property operating 116,113 113,601 107,958
Real estate taxes 104,531 103,893 102,426
General, administrative and other 55,459 52,558 56,142
Depreciation and amortization 373,287 393,335 426,361
Impairment charges 51,849 66,201 477
Total expenses 701,239 729,588 693,364
Other (expense) income:
Interest expense ( 132,577 ) ( 125,691 ) ( 105,349 )
Income tax expense of taxable REIT subsidiaries ( 467 ) ( 139 ) ( 533 )
Gain (loss) on sales of operating properties, net 291,962 ( 864 ) 22,601
Net gains from outlot sales 6,096 4,363 1,662
Loss on extinguishment of debt — ( 180 ) —
Equity in (loss) earnings of unconsolidated subsidiaries ( 11,650 ) ( 1,158 ) 33
Gain on sale of unconsolidated property, net — 2,325 —
Other income, net 9,038 17,869 1,991
Net income 305,528 4,416 48,383
Net income attributable to noncontrolling interests ( 311 ) ( 280 ) ( 257 )
Net income attributable to common unitholders $ 305,217 $ 4,136 $ 48,126
Allocation of net income:
Limited Partners $ 6,554 $ 65 $ 628
Parent Company 298,663 4,071 47,498
$ 305,217 $ 4,136 $ 48,126
Net income per unit – basic and diluted $ 1.37 $ 0.02 $ 0.22
Weighted average common units outstanding – basic 223,073,641 223,416,919 222,514,956
Weighted average common units outstanding – diluted 223,192,663 223,530,266 222,898,407
Net income $ 305,528 $ 4,416 $ 48,383
Change in fair value of derivatives ( 13,637 ) ( 15,937 ) ( 22,008 )
Total comprehensive income (loss) 291,891 ( 11,521 ) 26,375
Comprehensive income attributable to noncontrolling interests ( 311 ) ( 280 ) ( 257 )
Comprehensive income (loss) attributable to common unitholders $ 291,580 $ ( 11,801 ) $ 26,118
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Consolidated Statements of Partners’ Equity
(in thousands)
General Partner Total
Common
Equity Accumulated
Other
Comprehensive
(Loss) Income
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
Stock compensation activity 10,770 — 10,770
Other comprehensive loss attributable to Parent Company — ( 15,823 ) ( 15,823 )
Distributions to Parent Company ( 226,241 ) — ( 226,241 )
Net income attributable to Parent Company 4,071 — 4,071
Adjustment to redeemable noncontrolling interests ( 28,805 ) — ( 28,805 )
Balance at December 31, 2024 $ 3,275,498 $ 36,612 $ 3,312,110
Stock compensation activity 10,657 — 10,657
Units repurchased in connection with Share Repurchase Program ( 247,963 ) — ( 247,963 )
Other comprehensive loss attributable to Parent Company — ( 13,533 ) ( 13,533 )
Distributions to Parent Company ( 267,250 ) — ( 267,250 )
Net income attributable to Parent Company 298,663 — 298,663
Adjustment to redeemable noncontrolling interests ( 19,075 ) — ( 19,075 )
Balance at December 31, 2025 $ 3,050,530 $ 23,079 $ 3,073,609
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income $ 305,528 $ 4,416 $ 48,383
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 380,155 397,985 429,970
(Gain) loss on sales of operating properties, net ( 291,962 ) 864 ( 22,601 )
Net gains from outlot sales ( 6,096 ) ( 4,363 ) ( 1,662 )
Gain on sale of unconsolidated property, net — ( 2,325 ) —
Impairment charges 51,849 66,201 477
Loss on extinguishment of debt — 180 —
Straight-line rent ( 10,354 ) ( 12,089 ) ( 11,812 )
Compensation expense for equity awards 10,804 10,740 10,116
Amortization of debt fair value adjustments ( 6,273 ) ( 12,038 ) ( 13,366 )
Amortization of in-place lease assets and liabilities ( 8,300 ) ( 10,078 ) ( 12,025 )
Equity in loss (earnings) of unconsolidated joint ventures 11,650 1,158 ( 33 )
Changes in assets and liabilities:
Tenant receivables ( 2,906 ) ( 2,610 ) ( 940 )
Deferred costs and other assets ( 8,402 ) ( 20,442 ) ( 28,217 )
Accounts payable, accrued expenses, deferred revenue and other liabilities 3,966 1,429 ( 3,642 )
Net cash provided by operating activities 429,659 419,028 394,648
Cash flows from investing activities:
Acquisitions of interests in properties ( 67,854 ) ( 40,561 ) ( 78,274 )
Capital expenditures ( 152,005 ) ( 140,470 ) ( 144,656 )
Net proceeds from outlot sales 12,858 13,198 3,166
Net proceeds from sales of operating properties 721,823 30,409 137,687
Investments in unconsolidated subsidiaries ( 253,924 ) — —
Investment in short-term deposits — ( 615,000 ) —
Proceeds from short-term deposits 350,000 265,000 —
Small business loan repayments — — 346
Distributions from unconsolidated joint ventures 4,201 1,618 —
Capital contributions to unconsolidated joint ventures ( 1,569 ) ( 13,185 ) —
Net cash provided by (used in) investing activities 613,530 ( 498,991 ) ( 81,731 )
Cash flows from financing activities:
Contributions from the General Partner 78 74 86
Repurchases of common shares upon the vesting of restricted shares ( 1,339 ) ( 907 ) ( 767 )
Units repurchased in connection with Share Repurchase Program ( 247,963 ) — —
Debt and equity issuance costs ( 4,279 ) ( 18,992 ) ( 767 )
Loan proceeds 816,539 732,993 369,095
Loan payments ( 1,018,248 ) ( 314,756 ) ( 544,410 )
Distributions paid – common unitholders ( 236,477 ) ( 221,793 ) ( 210,546 )
Distributions paid – redeemable noncontrolling interests ( 6,377 ) ( 3,717 ) ( 2,952 )
Distributions to noncontrolling interests ( 284 ) ( 817 ) ( 3,196 )
Net cash (used in) provided by financing activities ( 698,350 ) 172,085 ( 393,457 )
Net change in cash, cash equivalents and restricted cash 344,839 92,122 ( 80,540 )
Cash, cash equivalents and restricted cash, beginning of year 133,552 41,430 121,970
Cash, cash equivalents and restricted cash, end of year $ 478,391 $ 133,552 $ 41,430
Supplemental disclosures:
Cash paid for interest, net of capitalized interest $ 133,407 $ 130,630 $ 120,870
Non-cash investing and financing activities:
Accrued capital expenditures and tenant improvements $ 7,241 $ 10,259 $ 9,780
Contribution of real estate and working capital in exchange for equity investment in unconsolidated joint venture $ 122,622 $ — $ —
Conversion of Limited Partner Units to shares of the Parent Company $ — $ — $ 1,568
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
Kite Realty Group Trust (the “Parent Company”) is a publicly held REIT that, 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, grocery-anchored shopping centers and vibrant mixed-use assets that are primarily 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 acquisition, development, construction and real estate businesses of its predecessor. We believe the Company qualifies as a real estate investment trust (“REIT”) under sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).
The Parent Company is the sole general partner of the Operating Partnership and, as of December 31, 2025, owned approximately 97.7 % of the common partnership interests in the Operating Partnership (the “General Partner Units”). The remaining 2.3 % of the common partnership interests (the “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 operate 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 consolidated 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 those estimates.
In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205, Presentation of Financial Statements , certain prior year balances have been reclassified to conform to the current period presentation. Specifically, all gains on sales of land parcels have been presented in a single line item, “Net gains from outlot sales,” rather than the previous presentation where it was included as a component of “Other property-related revenue” in the accompanying consolidated statements of operations and comprehensive income (loss).
Unless otherwise noted, all dollar amounts are stated in thousands, except share, per share, and per square foot data. Number of properties and square feet are unaudited.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2025, the Company’s portfolio consisted of the following:
Properties Square Footage
Operating retail/mixed-use properties 159 24,733,200
Operating retail/mixed-use properties – unconsolidated joint ventures 8 2,146,882
Total operating retail/mixed-use properties (1)
167 26,880,082
Standalone office properties (2)
2 412,812
Development and redevelopment projects:
One Loudoun Expansion — 119,000
Hamilton Crossing Centre 1 —
Edwards Multiplex – Ontario 1 124,614
(1) Included within the operating retail/mixed-use properties are 10 properties that contain an office component. Excludes two operating retail properties classified as held for sale as of December 31, 2025, as well as Eastgate Crossing, a 152,682 square foot multi-tenant retail property in the Durham-Chapel Hill metropolitan statistical area (“MSA”) that was reclassified from our operating portfolio in September 2025 due to significant disruption caused by severe flooding as a result of Tropical Storm Chantal.
(2) Standalone office properties include the Company’s headquarters at 30 South Meridian and the Carillon medical office building, which was reclassified from active redevelopment into our office portfolio in December 2024.
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, predevelopment, 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 (loss).
Predevelopment costs are incurred prior to vertical construction and for certain land held for development during the due diligence phase and include contract deposits, legal and engineering, the cost of internal resources, and other professional fees related to evaluating the feasibility of developing or redeveloping a shopping center or other project. These predevelopment 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 predevelopment 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 cost of personnel directly involved in the development of our properties. As a portion of a development project becomes operational, we begin depreciating 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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the composition of the Company’s investment properties as of December 31, 2025 and 2024 (in thousands) :
December 31, 2025 December 31, 2024
Land, buildings and improvements $ 6,938,588 $ 7,591,036
Construction in progress 64,891 43,155
Investment properties, at cost $ 7,003,479 $ 7,634,191
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;
• 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 their carrying amounts. 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.
Investment Properties 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. Two properties are classified as held for sale as of December 31, 2025 and one property was classified as held for sale as of December 31, 2024.
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-
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
market and below-market leases and in-place leases), assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition based upon 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, several 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 intangible assets and liabilities, including:
• the fair value of the building on an as-if-vacant basis and the fair value of the 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 were vacant. The value of in-place leases is amortized to depreciation and amortization expense over the remaining initial terms of the respective leases; and
• the fair value of any assumed financing that is determined to have 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
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2025, 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, 2025, these consolidated VIEs had mortgage debt totaling $ 107.3 million, which was secured by assets of the VIEs totaling $ 221.6 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. We use the nature-of-distribution approach for purposes of determining whether distributions should be classified as either a return on investment, which would be included in operating activities, or a return of investment, which would be included in investing activities in the accompanying consolidated statements of cash flows. Under this approach, we assess the nature of all distributions to determine the appropriate classification.
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 table summarizes our total cash, cash equivalents and restricted cash as presented in the accompanying consolidated statements of cash flows for the years ended December 31, 2025, 2024 and 2023 (in thousands) :
Year Ended December 31,
2025 2024 2023
Cash and cash equivalents $ 36,761 $ 128,056 $ 36,413
Restricted cash and escrow deposits 441,605 5,271 5,017
Restricted cash associated with investment property held for sale 25 225 —
Cash, cash equivalents and restricted cash $ 478,391 $ 133,552 $ 41,430
Restricted Cash and Escrow Deposits
Restricted cash and 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, as well as funds held in escrow for potential Code Section 1031 tax-deferred exchange transactions (“1031 Exchanges”).
Short-Term Deposits
In January 2024, the Company invested $ 265.0 million in short-term deposits at Goldman Sachs Bank USA (“Goldman Sachs”) and KeyBank National Association (“KeyBank”). These short-term deposits earned interest at a weighted average interest rate of 5.34 % with a maturity date of July 2024. During the year ended December 31, 2024, the Company earned $ 6.3 million of interest income on the January 2024 deposits, which is recorded within “Other income, net” in the accompanying consolidated statements of operations and comprehensive income (loss).
In August 2024, the Company invested $ 350.0 million in short-term deposits at Goldman Sachs and KeyBank. These short-term deposits earned interest at a weighted average interest rate of 5.05 % with a maturity date of February 2025. During the years ended December 31, 2025 and 2024, the Company earned $ 2.5 million and $ 6.6 million, respectively, of interest income on the August 2024 deposits, which is recorded within “Other income, net” in the accompanying consolidated statements of operations and comprehensive income (loss).
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair Value Measurements
We follow the framework established under ASC 820, Fair Value Measurements and Disclosures, for measuring the 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.
Assets and liabilities recorded at fair value in the accompanying 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 upon 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.
Note 3, “Acquisitions,” to the accompanying consolidated financial statements includes a discussion of the fair values recorded for wholly owned asset acquisitions. Level 3 inputs to these transactions include our estimations of net rental rates of retail anchors and small shop spaces, capitalization rates, and disposal values. Note 4, “Dispositions and Impairment Charges,” to the accompanying consolidated financial statements includes a discussion of the fair values recorded when we recognized impairment charges during the years ended December 31, 2025, 2024 and 2023. Level 2 inputs to these transactions include the expected sales price from an executed sales contract, and Level 3 inputs consist of our estimation of capitalization rates. Note 9, “Mortgage and Other Indebtedness,” 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. As discussed in Note 10, “Derivative Instruments, Hedging Activities and Other Comprehensive Income,” to the accompanying consolidated financial statements, we have determined that derivative valuations are classified within Level 2 of the fair value hierarchy.
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 their use and whether they qualify for hedge accounting. We use derivative instruments such as interest rate swaps or interest rate locks to mitigate interest rate risk on the related financial instruments.
Changes in the fair value of derivatives that qualify as cash flow hedges are recorded within “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, 2025 and 2024, 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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Contractual minimum base rent, percentage rent, and expense reimbursements from tenants for common area maintenance expenses, 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 upon 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 (loss). 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 income. We regularly evaluate the collectibility of 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 outlot sales were $ 6.1 million, $ 4.4 million, and $ 1.7 million for the years ended December 31, 2025, 2024 and 2023, respectively, and are presented in “Net gains from outlot sales” in the accompanying consolidated statements of operations and comprehensive income (loss).
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 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 0.8 %, 0.6 %, and 0.3 % of total revenues in each of the years ended December 31, 2025, 2024 and 2023, respectively.
Concentration of Credit Risk
We may be subject to concentrations of credit risk with regard 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, 2025, 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 26.1 %
Florida 11.4 %
Virginia 7.5 %
New York 7.1 %
Indiana 6.7 %
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes and REIT Compliance
Parent Company
The Parent Company has been organized and operated, and it 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 non-deductible 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 and IWR Protective Corporation as TRSs 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 assets 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 to be 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 (loss).
Our tax return for the year ended December 31, 2025 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 taxable information presented for our dividends paid in 2025 is based upon management’s estimate. Consequently, the taxable nature 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, 2025, 2024 and 2023:
Year Ended December 31,
2025 2024 2023
Ordinary income 83.2 % 96.4 % 90.6 %
Return of capital 0.0 % 0.0 % 0.0 %
Capital gains 16.8 % 3.6 % 9.4 %
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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2025, 2024 and 2023 (in thousands) :
Year Ended December 31,
2025 2024 2023
Noncontrolling interests balance as of January 1, $ 1,893 $ 2,430 $ 5,370
Net income allocable to noncontrolling interests, excluding
redeemable noncontrolling interests
311 280 256
Distributions to noncontrolling interests (1)
( 284 ) ( 817 ) ( 3,196 )
Noncontrolling interests balance as of December 31, $ 1,920 $ 1,893 $ 2,430
(1) During the year ended December 31, 2023, we received a $ 3.2 million distribution from excess proceeds related to a third-party financing.
Noncontrolling Interests – Joint Venture
Prior to the merger with RPAI in October 2021, 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.
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, 2025, 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 partner’s 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 outside of permanent equity in the accompanying consolidated balance sheets 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 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, 2025 and 2024, 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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We allocate net operating results of the Operating Partnership after noncontrolling interests in the consolidated properties based on the partners’ respective weighted average ownership interests. 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, 2025, 2024 and 2023, the weighted average interests of the Parent Company and the limited partners in the Operating Partnership were as follows:
Year Ended December 31,
2025 2024 2023
Parent Company’s weighted average interest in the Operating Partnership 97.9 % 98.3 % 98.6 %
Limited partners’ weighted average interests in the Operating Partnership 2.1 % 1.7 % 1.4 %
As of December 31, 2025, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 97.7 % and 2.3 %, respectively. As of December 31, 2024, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 98.1 % and 1.9 %, respectively.
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 within 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 4,849,588 and 4,192,597 Limited Partner Units outstanding as of December 31, 2025 and 2024, respectively. The increase in Limited Partner Units outstanding from December 31, 2024 is due to non-cash compensation awards granted to our executive officers in the form of Limited Partner Units.
The redeemable noncontrolling interests in the Operating Partnership for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands) :
Year Ended December 31,
2025 2024 2023
Redeemable noncontrolling interests balance as of January 1, $ 98,074 $ 73,287 $ 53,967
Net income allocable to redeemable noncontrolling interests 6,554 65 629
Distributions declared to redeemable noncontrolling interests ( 7,355 ) ( 3,970 ) ( 3,159 )
Other, net including adjustments to redemption value 18,972 28,692 21,850
Total limited partners’ interests in the Operating Partnership as of December 31,
$ 116,245 $ 98,074 $ 73,287
Effects of Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This guidance requires public entities to disclose, in a tabular format, the amounts of certain natural expenses included within relevant expense captions presented on the face of the income statement and provide additional disclosures about selling expenses. The new disclosure requirements are effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
Any other recently issued accounting standards or pronouncements have been excluded, as they are either not relevant to the Company or they are not expected to have a material impact on the Company’s consolidated financial statements.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. ACQUISITIONS
Asset Acquisitions
The Company closed on the following wholly owned and unconsolidated asset acquisitions during the years ended December 31, 2025, 2024 and 2023 (dollars in thousands) :
Date Property Name Ownership Interest MSA Property Type Retail
Square Footage Acquisition
Price
2025
January 15, 2025 Village Commons 100 % Miami Multi-tenant retail 170,976 $ 68,400
April 28, 2025 Legacy West (1)
52 % Dallas/Ft. Worth Multi-tenant retail, office & multifamily 342,011 408,200
512,987 $ 476,600
2024
August 30, 2024 Parkside West Cobb 100 % Atlanta Multi-tenant retail 141,627 $ 40,125
2023
September 22, 2023 Prestonwood Place 100 % Dallas/Ft. Worth Multi-tenant retail 155,975 $ 81,000
(1) Legacy West also contains 443,553 square feet of office space and 782 multifamily units.
The above acquisitions were funded using a combination of available cash on hand, proceeds from dispositions, and borrowings on the Company’s unsecured revolving line of credit. The fair values 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.
In March 2025, the Company entered into a joint venture (the “Legacy West Joint Venture”), and on April 28, 2025, the joint venture acquired Legacy West for a gross purchase price of $ 785.0 million, including the assumption of $ 304.0 million of debt with an interest rate of 3.80 %. The Company owns 52 % of the equity in the Legacy West Joint Venture, which is being accounted for under the equity method of accounting. The Company’s share of the purchase price is $ 408.2 million, and the acquisition was initially funded with borrowings of $ 255.0 million on the Company’s unsecured revolving line of credit. See Note 5 to the accompanying consolidated financial statements for details of the Legacy West Joint Venture.
The following table summarizes the fair value of assets acquired and liabilities assumed for the wholly owned asset acquisitions completed during the years ended December 31, 2025, 2024 and 2023 (in thousands) :
Year Ended December 31,
2025 2024 2023
Assets:
Investment properties, net $ 62,154 $ 38,080 $ 75,506
Tenant and other receivables, net — 18 —
Lease-related intangible assets, net (1)
7,829 4,607 6,971
Total acquired assets 69,983 42,705 82,477
Liabilities:
Accounts payable and accrued expenses — 664 2,823
Deferred revenue and other liabilities 1,517 2,496 1,556
Total assumed liabilities 1,517 3,160 4,379
Fair value of net assets acquired $ 68,466 $ 39,545 $ 78,098
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) The weighted average remaining life of leases at the acquired properties is approximately 6.1 years, 6.1 years, and 6.2 years for asset acquisitions completed during the years ended December 31, 2025, 2024 and 2023, respectively.
The range of the most significant Level 3 assumptions used in determining the value of the real estate and related assets acquired through wholly owned asset acquisitions are as follows:
2025 2024 2023
Net rental rate per square foot – Retail Anchors $ 15.50
$ 18.75 to $ 19.00
N/A
Net rental rate per square foot – Small Shops $ 10.00 to $ 45.00
$ 20.00 to $ 45.00
$ 30.00 to $ 65.00
Discount rate 7.50 %
8.50 %
8.50 %
The results of operations for each of the properties acquired through asset acquisitions during the years ended December 31, 2025, 2024 and 2023 have been included in operations since their respective dates of acquisition.
NOTE 4. DISPOSITIONS AND IMPAIRMENT CHARGES
The Company closed on the following dispositions of operating properties during the years ended December 31, 2025, 2024 and 2023 (dollars in thousands) :
Date Property Name MSA Property Type Square
Footage Sales Price Gain (Loss)
2025
April 4, 2025 Stoney Creek Commons Indianapolis Multi-tenant retail 84,094 $ 9,500 $ 4,802
June 25, 2025 Fullerton Metrocenter Los Angeles Multi-tenant retail 241,027 118,500 20,294
June 27, 2025 Denton Crossing (1)
Dallas/Ft. Worth Multi-tenant retail 343,345 81,593 35,626
June 27, 2025 Parkway Towne Crossing (1)
Dallas/Ft. Worth Multi-tenant retail 180,736 57,653 18,133
June 27, 2025 The Landing at Tradition (1)
Port St. Lucie Multi-tenant retail 397,199 93,754 23,639
July 21, 2025 Humblewood Shopping Center (2)
Houston Multi-tenant retail 85,682 18,250 5,890
October 10, 2025 DePauw University Bookstore and Café Indianapolis Single-user retail 11,974 600 413
November 20, 2025 Paradise Valley Marketplace (2)
Phoenix Multi-tenant retail 80,951 45,000 9,269
December 8, 2025 Belle Isle Station Oklahoma City Multi-tenant retail 196,158 45,000 11,727
December 8, 2025 Central Texas Marketplace (2)
Waco Multi-tenant retail 429,653 81,500 40,216
December 8, 2025 International Speedway Square (2)
Daytona Beach Multi-tenant retail 240,251 32,900 15,399
December 8, 2025 Pavilion at King’s Grant (2)
Charlotte Multi-tenant retail 303,212 64,450 27,790
December 8, 2025 Peoria Crossing (2)
Phoenix Multi-tenant retail 238,004 46,500 16,391
December 8, 2025 Portofino Shopping Center (2)
Houston Multi-tenant retail 342,863 101,200 48,977
December 8, 2025 Shops at Park Place (2)
Dallas/Ft. Worth Multi-tenant retail 137,605 30,750 8,456
December 8, 2025 Watauga Pavilion (2)
Dallas/Ft. Worth Multi-tenant retail 205,643 26,700 1,843
3,518,397 $ 853,850 $ 288,865
2024
May 31, 2024 Ashland & Roosevelt Chicago Multi-tenant retail 104,176 $ 30,600 $ ( 1,234 )
2023
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 Baltimore 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
(1) The Company has retained a 52 % noncontrolling interest in this property.
(2) As of December 31, 2025, disposition proceeds related to this property are temporarily restricted related to a potential 1031 Exchange.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the three months ended December 31, 2025, the Company sold a parcel and the related building to a tenant at Northpointe Plaza in the Spokane MSA for a sales price of $ 4.0 million and recorded a net gain of $ 2.6 million on the sale.
During the three months ended September 30, 2025, the Company sold approximately one acre of land at Hamilton Crossing Centre, a redevelopment property in the Indianapolis MSA, for a sales price of $ 0.8 million and recorded a net loss of $ 0.1 million on the sale. In addition, the Company sold a land parcel at Lakewood Towne Center in the Seattle MSA for a sales price of $ 13.7 million and recorded a net gain of $ 6.1 million, which is recorded within “Net gains from outlot sales” in the accompanying consolidated statements of operations and comprehensive income (loss).
During the three months ended June 30, 2025, the Company contributed three previously wholly owned properties, Denton Crossing, Parkway Towne Crossing, and The Landing at Tradition, valued at $ 233.0 million in the aggregate to a newly formed joint venture (the “Seed Asset Joint Venture”) (see Note 5 to the accompanying consolidated financial statements for further details), and received $ 112.1 million in gross proceeds for the 48 % interest in the joint venture acquired by the joint venture partner.
The Company calculated the gain on sale from the Seed Asset Joint Venture in accordance with ASC 606, Revenue from Contracts with Customers , and ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets , which requires full gain recognition upon deconsolidation of a nonfinancial asset. The gain on sale was calculated as the fair value of each of the three properties (based upon the sales price for the 48 % interest acquired by the joint venture partner) less the aggregate carrying value. The Company’s retained 52 % equity method investment was recorded at fair value as of the transaction date, which equaled $ 120.9 million.
During the year ended December 31, 2024, the Company received net proceeds of $ 6.4 million and recognized a gain of $ 2.5 million in connection with the sale of the first phase of a land parcel and the rights to develop 24 residential units at the One Loudoun Expansion. In addition, during the year ended December 31, 2024, the Company received proceeds of $ 0.6 million and recognized a gain of $ 0.6 million as a result of the receipt of an escrow related to the disposition of Reisterstown Road Plaza that previously closed on September 11, 2023.
Investment Properties Held for Sale
As of December 31, 2025, the Company had entered into a contract to sell Coram Plaza, a 138,385 square foot multi-tenant retail property in the New York MSA. This property qualified for held-for-sale accounting treatment upon meeting all applicable GAAP criteria during the quarter ended December 31, 2025, at which time depreciation and amortization ceased. In addition, the assets and liabilities associated with this property are separately classified as held for sale in the accompanying consolidated balance sheets as of December 31, 2025.
In addition, City Center, a 362,278 square foot multi-tenant retail property in the New York MSA, remains held for sale as of December 31, 2025. This property qualified for held-for-sale accounting treatment upon meeting all applicable GAAP criteria as of June 30, 2024, at which time depreciation and amortization ceased, and continues to meet the GAAP criteria for held-for-sale accounting treatment as of December 31, 2025. In addition, the assets and liabilities associated with this property remain separately classified as held for sale in the accompanying consolidated balance sheets as of December 31, 2025 and 2024.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the assets and liabilities associated with Coram Plaza and City Center, the investment properties classified as held for sale as of December 31, 2025. In addition, City Center was classified as held for sale as of December 31, 2024 (in thousands) :
December 31, 2025 December 31, 2024
Assets:
Investment properties, net $ 64,899 $ 68,991
Tenant and other receivables 2,676 1,760
Restricted cash and escrow deposits 25 225
Deferred costs, net 3,088 2,634
Prepaid and other assets 417 181
Assets associated with investment properties held for sale $ 71,105 $ 73,791
Liabilities:
Accounts payable and accrued expenses $ 811 $ 544
Deferred revenue and other liabilities 3,503 3,465
Liabilities associated with investment properties held for sale $ 4,314 $ 4,009
There were no discontinued operations for the years ended December 31, 2025, 2024 and 2023 as none of the dispositions or planned dispositions represented a strategic shift that has had, or will have, a material effect on our operations or financial results.
Valuation of Investment Properties
As of December 31, 2025, in connection with the preparation and review of the fourth quarter 2025 financial statements and in conjunction with classifying Coram Plaza as held for sale, we evaluated Coram Plaza for impairment and recorded a $ 12.5 million impairment charge based upon the terms and conditions of an executed contract. As of December 31, 2025, the carrying value of Coram Plaza was $ 24.9 million and its estimated fair value was $ 12.5 million, less estimated selling costs of $ 0.1 million; therefore, we recorded a $ 12.5 million impairment charge on Coram Plaza during the three months ended December 31, 2025.
As of September 30, 2025, in connection with the preparation and review of the third quarter 2025 financial statements, we evaluated the Carillon medical office building, which is included in our office portfolio, and the retail portion of Carillon for impairment and recorded impairment charges totaling $ 22.3 million based upon the terms and conditions of purchase offers received. A decrease in market price along with a shortening of the expected future hold period are considered impairment indicators; therefore, we assessed the recoverability of the carrying value of long-lived assets of Carillon using the held and used approach, noting the carrying value was not recoverable. As of September 30, 2025, the carrying value of the Carillon medical office building was $ 35.7 million and its estimated fair value was $ 24.0 million; therefore, we recorded an $ 11.7 million impairment charge on the Carillon medical office building during the three months ended September 30, 2025. As of September 30, 2025, the carrying value of the retail portion of Carillon was $ 36.1 million and its estimated fair value was $ 25.5 million; therefore, we recorded a $ 10.6 million impairment charge on the retail portion of Carillon during the three months ended September 30, 2025.
As of September 30, 2025, in connection with the preparation and review of the third quarter 2025 financial statements and in conjunction with continuing to classify City Center as held for sale, we evaluated City Center for impairment and recorded a $ 17.0 million impairment charge based upon the terms and conditions of purchase offers received. We assessed the recoverability of City Center by comparing the carrying value of long-lived assets of $ 71.5 million as of September 30, 2025 to its estimated fair value of $ 55.0 million, less estimated selling costs of $ 0.5 million; therefore, we recorded a $ 17.0 million impairment charge on City Center during the three months ended September 30, 2025.
During the year ended December 31, 2024, in connection with the preparation and review of the second quarter 2024 financial statements and in conjunction with classifying City Center as held for sale as of June 30, 2024, we recorded a $ 66.2 million impairment charge on City Center due to changes in the facts and circumstances underlying the Company’s
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
expected future hold period of the property. We determined the impairment amount by comparing the carrying value of long-lived assets of $ 135.1 million as of June 30, 2024 to its estimated fair value of $ 69.6 million, which was determined using the income approach, less estimated selling costs of $ 0.7 million. The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated hold period to a present value at a risk-adjusted rate. We used capitalization rates as a significant assumption in the valuation model, which are considered to be Level 3 inputs within the fair value hierarchy. We applied capitalization rates ranging from 6.0 % to 15.0 % to property income streams based upon the risk profile of the respective tenants and market rent of the leasable space. Based on this analysis, we recorded a $ 66.2 million impairment charge on City Center during the year ended December 31, 2024.
During the year ended December 31, 2023, in connection with the preparation and review of the third quarter 2023 financial statements, we 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. We 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.
NOTE 5. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
The following table summarizes the Company’s investments in unconsolidated joint ventures as of December 31, 2025 and 2024 (dollars in thousands) :
Date of Investment Ownership Interest Investment at
Joint Venture December 31, 2025 December 31, 2024
Embassy Suites at Eddy Street Commons (1)
December 2017 35 % $ 8,797 $ 9,514
Nuveen Portfolio Joint Venture (2)
June 2018 20 % 5,552 5,951
Glendale Multifamily Joint Venture (3)
May 2020 11.5 % 409 536
The Corner – IN Joint Venture (4)
September 2021 50 % — 1,010
Legacy West Joint Venture April 2025 52 % 230,093 —
Seed Asset Joint Venture June 2025 52 % 117,056 —
Other investments 2,500 2,500
$ 364,407 $ 19,511
(1) The Company 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. The Company contributed $ 1.4 million in cash to the joint venture in return for a 35 % ownership interest. In 2017, the joint venture entered into a $ 33.8 million construction loan, which was repaid during the year ended December 31, 2025, of which the Company contributed $ 10.2 million, representing our 35 % share of the debt repaid.
(2) The Company formed a joint venture with Nuveen Real Estate, formerly known as TH Real Estate, and contributed 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 of the joint venture and earns fees for providing property management and leasing services.
(3) The Company formed a joint venture with an unrelated third party for the planned development of a multifamily project adjacent to Glendale Town Center, our operating retail property in the Indianapolis MSA. The Company contributed land valued at $ 1.6 million to the joint venture and retained an 11.5 % ownership interest in the joint venture. The Company’s partner is the operating member of the joint venture.
(4) The Company formed a joint venture with an unrelated third party for the planned redevelopment of The Corner in the Indianapolis MSA 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. During the three months ended March 31, 2025, we completed major development construction activities at The Corner – IN and reclassified the property from active development into our operating portfolio in March 2025.
On January 31, 2024, the joint venture that owned Glendale Center Apartments sold the 267 -unit property to a third party, resulting in a gain on sale of $ 20.2 million. The Company recognized its share of the gain from the sale of unconsolidated property of $ 2.3 million during the year ended December 31, 2024. In addition, the Company received a $ 1.6 million
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distribution upon the disposition of the property during the year ended December 31, 2024. The Company maintains an investment in the joint venture, which is in the process of winding up its activities and distributing its remaining net assets.
In March 2025, the Company entered into a joint venture with a leading global investment firm, and on April 28, 2025, the joint venture acquired Legacy West in the Dallas/Fort Worth MSA. See Note 3 to the accompanying consolidated financial statements for details on the acquisition. The Company owns 52 % of the equity in the Legacy West Joint Venture. The Company is the operating member of the joint venture, and an affiliate of the Company is the property manager responsible for the day-to-day management of Legacy West. The Company provides leasing, construction, and property management services to the Legacy West Joint Venture, for which it earns fees.
In June 2025, the Company entered into a second joint venture with the global investment firm and contributed three previously wholly owned properties valued at $ 233.0 million in the aggregate for a 52 % noncontrolling interest in the Seed Asset Joint Venture. See Note 4 to the accompanying consolidated financial statements for details on the disposition. The Company is the operating member of the joint venture, and an affiliate of the Company is the property manager responsible for the day-to-day management of the three properties. The Company provides leasing, construction, and property management services to the Seed Asset Joint Venture, for which it earns fees.
The Company and our joint venture partners both have substantive participating rights over major decisions that impact the economics and operations of the joint ventures. The Company has the ability to exercise significant influence but does not have financial or operating control over these investments, and as a result, the Company accounts for these investments pursuant to the equity method of accounting. Under the equity method, the net equity investment of the Company is reflected in the accompanying consolidated balance sheets, and the Company’s share of net income or loss from each unconsolidated joint venture is included in the accompanying consolidated statements of operations and comprehensive income (loss).
NOTE 6. 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 the Company’s employees and trustees. As of December 31, 2025, there were 3,632,531 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, 2025, 2024 and 2023, the Company recognized $ 10.8 million, $ 10.7 million, and $ 10.1 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 (loss). During the years ended December 31, 2025, 2024 and 2023, the Company capitalized $ 1.1 million, $ 1.1 million, and $ 1.4 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. The Company would issue new common shares upon the exercise of options.
There was no option activity during the years ended December 31, 2025 and 2024 as all outstanding options were exercised during 2022. In addition, no options were granted during the years ended December 31, 2025, 2024 and 2023.
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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 included within “Accumulated deficit” in the accompanying consolidated balance sheets.
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, 2025:
Number of
Restricted Shares Weighted Average
Grant Date Fair
Value per Share
Restricted shares outstanding as of January 1, 2025 385,236 $ 21.37
Shares granted 242,980 22.97
Shares forfeited ( 19,128 ) 22.24
Shares vested ( 219,580 ) 20.26
Restricted shares outstanding as of December 31, 2025 389,508 $ 22.32
The following table summarizes the restricted share grants and vestings during the years ended December 31, 2025, 2024 and 2023 (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
2025 242,980 $ 22.97 $ 3,324
2024 256,134 $ 21.20 $ 3,736
2023 229,551 $ 21.45 $ 3,936
As of December 31, 2025, there was $ 5.0 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 approximately $ 3.1 million of this expense in 2026, $ 1.6 million in 2027, and the remainder in 2028.
LTIP Units
Time-based LTIP Unit awards were granted on a discretionary basis to the Company’s named executive officers during the years ended December 31, 2025, 2024 and 2023, based on a review of the prior year’s performance.
The following table summarizes the activity for the LTIP Units that were granted to the Company’s named executive officers for the year ended December 31, 2025:
Number of
LTIP Units Weighted Average
Grant Date Fair
Value per Unit
LTIP Units outstanding as of January 1, 2025 410,709 $ 16.43
LTIP Units granted 198,039 18.81
LTIP Units vested ( 226,779 ) 15.86
LTIP Units outstanding as of December 31, 2025 381,969 $ 18.00
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The following table summarizes the LTIP Unit grants and vestings during the years ended December 31, 2025, 2024 and 2023 (dollars in thousands, except unit and per unit data) :
Number of
LTIP Units Granted Weighted Average
Grant Date Fair
Value per Unit Fair Value of
LTIP Units Vested
2025 198,039 $ 18.81 $ 5,197
2024 194,136 $ 16.99 $ 4,270
2023 163,515 $ 17.45 $ 3,740
As of December 31, 2025, there was $ 4.1 million of total unrecognized compensation expense related to LTIP Units, which is expected to be recognized over a weighted average period of 0.9 years. We expect to incur approximately $ 2.5 million of this expense in 2026, $ 1.4 million in 2027, and the remainder in 2028.
AO LTIP Units
During the years ended December 31, 2024 and 2023, the Company’s executive officers exercised 485,593 and 551,817 AO LTIP Units, respectively, which were previously granted in connection with the Company’s annual review of executive compensation. No AO LTIP Units were granted or exercised during the year ended December 31, 2025. 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 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 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 became exercisable and convertible into vested LTIP Units of the Operating Partnership after they became vested AO LTIP Units. The awards of AO LTIP Units were subject to both time-based and stock price performance-based vesting requirements. Subject to the terms of the award agreements, the AO LTIP Units vested and became fully exercisable as of the date that both of the following requirements had 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 five-year period following the grant date for awards granted in 2019 and at any time during the period beginning in the second year and ending at the end of the fifth year following the grant date for awards granted in 2020 and 2021, the reported closing price per common share of the Company appreciates at least 20 % for awards granted in 2019 and at least 15 % for awards granted in 2020 and 2021 over the applicable Participation Threshold per AO LTIP Unit for a minimum of 20 consecutive trading days.
The AO LTIP Units were valued using a Monte Carlo simulation, and the resulting compensation expense was amortized over a period of three to five years . During the years ended December 31, 2025, 2024 and 2023, the Company recognized compensation expense for the AO LTIP Units of $ 0.1 million, $ 0.8 million, and $ 1.7 million, respectively.
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 were subject to both performance and service conditions. The LTIP Units granted were subject to an approximate three-year performance and service period, from October 23, 2021 through December 31, 2024, with the following performance components: (i) cumulative annualized net operating income for executed new leases from October 1, 2021 to December 31, 2024, which was weighted at 60 %; (ii) post-merger cash general and administrative expense synergies achieved as of the end of the performance period, which was weighted at 20 %; and (iii) same property net operating income margin improvement over the performance period, which was weighted at 20 %. Overall performance was further subject to an absolute total shareholder return modifier that could increase (or decrease) the total number of LTIP Units that were eligible to vest by up to 25 % (not to exceed the maximum number of LTIP Units). In February 2025, a total of 363,883 LTIP Units were granted to the Company’s named executive officers related to the special long-term equity award. Distributions accrued during the performance period and were paid only on LTIP Units that vested at the conclusion of the performance period, which totaled $ 1.0 million and were settled in cash at such time.
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NOTE 7. 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, 2025 and 2024, deferred costs consisted of the following (in thousands) :
December 31, 2025 December 31, 2024
Acquired lease intangible assets $ 260,108 $ 357,674
Deferred leasing costs and other 91,550 89,762
351,658 447,436
Less: accumulated amortization ( 167,017 ) ( 206,589 )
$ 184,641 $ 240,847
Less: deferred costs associated with investment properties held for sale ( 3,088 ) ( 2,634 )
Deferred costs, net $ 181,553 $ 238,213
The estimated net amounts of amortization of acquired lease intangible assets for properties owned as of December 31, 2025 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
2026 $ 4,201 $ 27,023 $ 31,224
2027 2,965 18,230 21,195
2028 2,006 14,269 16,275
2029 992 10,154 11,146
2030 740 7,566 8,306
Thereafter 738 18,273 19,011
Total $ 11,642 $ 95,515 $ 107,157
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 (loss). 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 (loss). The amounts of such amortization included in the accompanying consolidated statements of operations and comprehensive income (loss) are as follows (in thousands) :
Year Ended December 31,
2025 2024 2023
Amortization of deferred leasing costs, lease intangibles and other $ 60,740 $ 77,224 $ 107,542
Amortization of above-market lease intangibles $ 7,861 $ 9,479 $ 12,007
NOTE 8. 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. 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.
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As of December 31, 2025 and 2024, deferred revenue, intangibles, net and other liabilities consisted of the following (in thousands) :
December 31, 2025 December 31, 2024
Unamortized in-place lease liabilities $ 110,038 $ 142,035
Retainage payables and other 18,479 8,317
Tenant rents received in advance 31,456 32,176
Lease liabilities 65,343 67,037
$ 225,316 $ 249,565
Less: deferred revenue associated with investment properties held for sale ( 3,503 ) ( 3,465 )
Deferred revenue and other liabilities $ 221,813 $ 246,100
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 (loss) and totaled $ 19.8 million, $ 19.6 million, and $ 24.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The estimated net amounts of amortization of in-place lease liabilities and the resulting increase in minimum rent for properties owned as of December 31, 2025 for each of the next five years and thereafter are as follows (in thousands) :
2026 $ 10,859
2027 8,560
2028 7,981
2029 6,827
2030 6,174
Thereafter 69,637
Total $ 110,038
NOTE 9. MORTGAGE AND OTHER INDEBTEDNESS
The following table summarizes the Company’s indebtedness as of December 31, 2025 and 2024 (in thousands) :
December 31, 2025 December 31, 2024
Mortgages payable $ 142,937 $ 148,185
Senior unsecured notes 2,250,000 2,380,000
Unsecured term loans 550,000 700,000
Unsecured revolving line of credit 85,000 —
3,027,937 3,228,185
Unamortized discounts and premiums, net 18,394 22,191
Unamortized debt issuance costs, net ( 20,853 ) ( 23,446 )
Mortgage and other indebtedness, net $ 3,025,478 $ 3,226,930
Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of December 31, 2025, 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)
$ 2,530,737 84 % 4.28 % 4.5
Variable rate debt 497,200 16 % 4.73 % 2.5
Debt discounts, premiums and issuance costs, net ( 2,459 ) N/A N/A N/A
Mortgage and other indebtedness, net $ 3,025,478 100 % 4.36 % 4.2
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(1) Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps. As of December 31, 2025, $ 150.0 million in variable rate debt is hedged to a fixed rate through July 17, 2026.
Mortgages Payable
The following table summarizes the Company’s mortgages payable (dollars in thousands) :
December 31, 2025 December 31, 2024
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)
$ 130,737 5.11 % 6.2 $ 133,585 5.10 % 7.1
Variable rate mortgage payable (2)
12,200 5.84 % 0.6 14,600 6.48 % 1.6
Total mortgages payable $ 142,937 $ 148,185
(1) The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % as of December 31, 2025 and 2024.
(2) The interest rate on the variable rate mortgage is based on the Secured Overnight Financing Rate (“ SOFR ”) plus 215 basis points. The one-month SOFR rate was 3.69 % and 4.33 % as of December 31, 2025 and 2024, 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, 2025, we made scheduled principal payments of $ 5.2 million related to amortizing loans.
Unsecured Notes
The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes (dollars in thousands) :
December 31, 2025 December 31, 2024
Maturity Date Balance Interest Rate Balance Interest Rate
Senior notes – 4.00 % due 2025
March 15, 2025 $ — — % $ 350,000 4.00 %
Senior notes – 4.47 % due 2025 (1)
September 10, 2025 — — % 80,000 7.70 %
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 – 4.57 % due 2027 (2)
September 10, 2027 75,000 4.57 % 75,000 7.80 %
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 %
Senior notes – 4.95 % due 2031
December 15, 2031 350,000 4.95 % 350,000 4.95 %
Senior notes – 5.20 % due 2032
August 15, 2032 300,000 5.20 % — — %
Senior notes – 5.50 % due 2034 (3)
March 1, 2034 350,000 4.60 % 350,000 4.60 %
Total senior unsecured notes $ 2,250,000 $ 2,380,000
(1) As of December 31, 2024, $ 80,000 of 4.47 % senior unsecured notes due 2025 had been swapped to a variable rate of three-month SOFR plus 3.65 % through September 10, 2025.
(2) As of December 31, 2024, $ 75,000 of 4.57 % senior unsecured notes due 2027 had been swapped to a variable rate of three-month SOFR plus 3.75 % through September 10, 2025.
(3) The coupon rate is 5.50 %; however, as a result of hedging activities, the Company’s interest rate is 4.60 %.
Private Placement Senior Unsecured Notes
In October 2021, in connection with the merger with Retail Properties of America, Inc. (“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
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privately placed senior unsecured notes. During the year ended December 31, 2024, the Company repaid the $ 149.6 million principal balance of the 4.58 % senior unsecured notes that matured on June 30, 2024. 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 interest rate of 4.41 % and an average maturity of 9.8 years (collectively, the “Private Placement Notes”). During the year ended December 31, 2025, the Company repaid the $ 80.0 million principal balance of the 4.47 % senior unsecured notes that matured on September 10, 2025 (the “Notes Due September 2025”). During the year ended December 31, 2023, the Company repaid the $ 95.0 million principal balance of the 4.23 % senior unsecured notes that matured on September 10, 2023.
Each series of Private Placement Notes requires 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 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 June 2025, the Company completed a public offering of $ 300.0 million in aggregate principal amount of 5.20 % senior unsecured notes due 2032 (the “Notes Due 2032”). The Notes Due 2032 were priced at 99.513 % of the principal amount to yield 5.281 % to maturity and will mature on August 15, 2032, unless earlier redeemed. The proceeds were used to repay the $ 150.0 million unsecured term loan that was scheduled to mature on July 17, 2026 (the “$ 150 M Term Loan”), borrowings on the Company’s revolving line of credit, and the Notes Due September 2025.
In August 2024, the Operating Partnership completed a public offering of $ 350.0 million in aggregate principal amount of 4.95 % senior unsecured notes due 2031 (the “Notes Due 2031”). The Notes Due 2031 were priced at 99.328 % of the principal amount to yield 5.062 % to maturity and will mature on December 15, 2031, unless earlier redeemed. The proceeds were used to repay the $ 350.0 million principal balance of the 4.00 % senior unsecured notes that matured on March 15, 2025 and for general corporate purposes.
In January 2024, the Operating Partnership completed a public offering of $ 350.0 million in aggregate principal amount of 5.50 % senior unsecured notes due 2034 (the “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 were used to repay the $ 149.6 million principal balance of the 4.58 % senior unsecured notes that matured on June 30, 2024, the $ 120.0 million unsecured term loan that matured on July 17, 2024 (the “$ 120 M Term Loan”), and for general corporate purposes.
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-
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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 that mature 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 each of the years ended December 31, 2025, 2024 and 2023, we recognized approximately $ 1.3 million of interest expense related to the Exchangeable Notes.
Prior to January 1, 2027, the Exchangeable Notes are 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 initial exchange rate was 39.6628 common shares per $1,000 principal amount of Exchangeable Notes, which was equivalent to an initial 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 is subject to adjustment upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest. As of December 31, 2025, the exchange rate of the Exchangeable Notes is 41.8881 common shares per $1,000 of the principal amount due to adjustments related to dividends paid.
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 Operating Partnership 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 generally expected 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 represented a premium of approximately 50 % over the last reported sale price of our 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.
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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, 2025 December 31, 2024
Maturity Date Balance Interest Rate Balance Interest Rate
Unsecured term loan due 2026 – fixed rate (1)
July 17, 2026 $ — — % $ 150,000 2.73 %
Unsecured term loan due 2027 – fixed rate (2)
October 24, 2027 250,000 4.72 % 250,000 3.94 %
Unsecured term loan due 2029 – fixed rate (3)
July 29, 2029 300,000 3.54 % 300,000 3.72 %
Total unsecured term loans $ 550,000 $ 700,000
Unsecured credit facility revolving line of credit –
variable rate (4)
October 3, 2028 $ 85,000 4.92 % $ — 5.64 %
(1) As of December 31, 2024, $ 150,000 of SOFR -based variable rate debt had 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, 2024. The $ 150 M Term Loan was repaid in June 2025 and the related interest rate swaps were assigned to the $ 300 M Term Loan effective August 1, 2025.
(2) As of December 31, 2024, $ 250,000 of SOFR -based variable rate debt had been swapped to a fixed rate of 2.99 % plus a credit spread based on a ratings grid ranging from 0.75 % to 1.60 % through October 24, 2025. The applicable credit spread was 0.95 % as of December 31, 2024. The maturity date of the term loan may be extended by one one-year period at the Operating Partnership’s election, subject to certain conditions.
(3) As of December 31, 2025, $ 150,000 of the $ 300,000 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 0.85 % as of December 31, 2025. The interest rate shown is the weighted average rate as of December 31, 2025. As of December 31, 2024, $ 300,000 of SOFR -based variable rate debt had 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. The applicable credit spread was 1.25 % as of December 31, 2024.
(4) The revolving line of credit can be extended for either one one-year period or up to two six-month periods at the Company’s 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 October 2024, the Operating Partnership, as borrower, and the Company entered into the Third Amendment (the “Third 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 that matures in July 2029 (the “$ 300 M Term Loan”). Under the Credit Agreement, the Operating Partnership has the option, subject to certain customary conditions, to increase the Revolving Facility and/or incur additional term loans up to a maximum aggregate amount not to exceed $ 2.0 billion. The Revolving Facility matures on October 3, 2028, which maturity date may be extended for either one one-year period or up to two six-month periods at the Operating Partnership’s option, subject to certain conditions. The Revolving Facility had an outstanding balance of $ 85.0 million as of December 31, 2025. No amounts were outstanding as of December 31, 2024.
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. In July 2025, the Operating Partnership, as borrower, and the Company entered into the Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement to, among other things, eliminate an additional 0.10 % SOFR spread adjustment. 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, 2025, making such an election would have resulted in a lower interest rate; however, the Company has not made the election to convert to the ratings-based pricing grid. As specified in the Credit Amendment, in the event that the Company so elects to convert to the ratings-based pricing grid, the Company has the ability to obtain more favorable pricing in certain circumstances when its total leverage ratio is (x) less than or equal to 35.0 % or (y) greater than 35.0 % but less than or equal to 37.5 % with respect to not more than one fiscal quarter following a period in which the condition described in clause (x)
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was satisfied (the “Leverage Toggle”). The Credit Amendment also includes an adjustment to the sustainability-linked pricing provisions that allows the otherwise applicable interest rate margin to be reduced by up to two basis points if certain greenhouse gas emission reduction targets are achieved. The greenhouse gas emission reduction targets have not been achieved as of December 31, 2025.
The following table summarizes the key terms of the Revolving Facility as of December 31, 2025 (dollars in thousands) :
Leverage-Based Pricing Investment-Grade Pricing
Credit Agreement Maturity Date Extension Options Extension Fee Credit Spread Facility Fee Credit Spread Facility Fee
$ 1,100,000 unsecured revolving line of credit
October 3, 2028 1 one-year or 2 six-month
0.075 %
1.05 %– 1.50 %
0.15 %– 0.30 %
0.725 %– 1.40 %
0.125 %– 0.30 %
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, 2025, 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 for 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.
As of December 31, 2025, we had outstanding letters of credit totaling $ 4.2 million with no amounts advanced against these instruments.
Unsecured Term Loans
In July 2022, in conjunction with the second amendment to the Credit Agreement, the Operating Partnership obtained a $ 300 M Term Loan that bears interest at a rate of SOFR plus a credit spread based on a ratings-based pricing grid. The Fourth Amendment to the Credit Agreement described above reduced the ratings-based pricing credit spread from a range of 1.15 % to 2.20 % to a range of 0.75 % to 1.60 %. The Fourth Amendment also eliminated an additional 0.10 % SOFR spread adjustment. 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, without premium or penalty. The loan agreement for the $ 300 M Term Loan includes the same Leverage Toggle for determining pricing and sustainability-linked pricing provisions as described above for the Credit Agreement. The greenhouse gas emission reduction targets have not been achieved as of December 31, 2025.
In October 2021, in connection with the merger with RPAI, the Operating Partnership (as successor by merger to RPAI) assumed RPAI’s $ 120 M Term Loan and $ 150 M Term Loan, which were originally priced on a leverage-based pricing grid with the credit spread set forth in the leverage grid resetting quarterly based upon the Company’s leverage, as calculated at the previous quarter end. The Operating Partnership had the option to irrevocably elect to convert to a ratings-based pricing grid at any time. In August 2022, the Operating Partnership made the election to convert to the ratings-based pricing grid. During the year ended December 31, 2024, the Operating Partnership repaid the $ 120 M Term Loan that matured on July 17, 2024.
On October 31, 2024, the Operating Partnership entered into a fifth amendment to the loan agreement related to the $ 150 M Term Loan that implemented certain changes to the representations and warranties, covenants, and events of default consistent with the Third Amendment. The loan agreement related to the $ 150 M Term Loan included a sustainability metric based on targeted greenhouse gas emission reductions, which would result in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein. During the year ended December 31, 2025, the Operating Partnership repaid the $ 150 M Term Loan that was scheduled to mature on July 17, 2026.
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Under the loan agreement related to the $ 150 M Term Loan, the Operating Partnership had the option to increase the term loan 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 was permitted to prepay the $ 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”). In October 2024, the Operating Partnership entered into the Second Amendment (the “Second Amendment”) to the term loan agreement that extended the maturity date of the $ 250 M Term Loan to October 24, 2027, with the option to extend such maturity date by one one-year period at the Company’s election, subject to the payment of an extension fee and certain other customary conditions. In conjunction with the Second Amendment, the $ 250 M Term Loan is priced on a ratings-based pricing grid with the interest rate equal to (x) a margin ranging from 0.75 % to 1.60 % or (y) a base rate plus a margin ranging from 0.00 % to 0.60 % and includes the same Leverage Toggle for determining pricing and sustainability-linked pricing provisions as described above for the Credit Agreement. In conjunction with the Second Amendment to the term loan agreement, the Company recorded a $ 0.2 million loss on extinguishment of debt related to the write-off of unamortized debt issuance costs. In July 2025, the Operating Partnership entered into the third amendment to the term loan agreement related to the $ 250 M Term Loan that eliminated an additional 0.10 % SOFR spread adjustment. 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, without premium or penalty.
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.
The following table summarizes the key terms of the unsecured term loans as of December 31, 2025 (dollars in thousands) :
Unsecured Term Loans Maturity Date Investment-Grade Pricing
Credit Spread
$ 250,000 unsecured term loan due 2027
October 24, 2027 (1)
0.75 % – 1.60 %
$ 300,000 unsecured term loan due 2029
July 29, 2029 0.75 % – 1.60 %
(1) The maturity date may be extended by one one-year period at the Operating Partnership’s option, subject to certain conditions.
Debt Issuance Costs
Debt issuance costs are amortized over the terms of the respective loans. 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 (loss) (in thousands) :
Year Ended December 31,
2025 2024 2023
Amortization of debt issuance costs $ 6,868 $ 4,650 $ 3,609
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Debt Discounts and Premiums
Debt discounts and premiums, including the related value of interest rate swaps that were assumed in the October 2021 merger with RPAI, are amortized over the terms of the respective loans. The following amounts of amortization are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income (loss) (in thousands) :
Year Ended December 31,
2025 2024 2023
Amortization of debt discounts, premiums and hedge instruments $ 7,221 $ 13,592 $ 19,503
In addition, the estimated amounts of the reduction to interest expense as of December 31, 2025 for each of the next five years and thereafter related to the amortization of debt discounts, premiums and assumed hedge instruments, assuming these instruments are held to maturity, are as follows (in thousands) :
2026 $ 5,786
2027 4,709
2028 4,699
2029 3,773
2030 2,031
Thereafter ( 2,084 )
Total unamortized debt discounts, premiums and hedge instruments $ 18,914
The following table reconciles total unamortized debt discounts, premiums and hedge instruments as of December 31, 2025 to the balance of unamortized discounts and premiums, net (in thousands) :
Unamortized discounts and premiums on mortgages payable and senior unsecured notes $ 18,394
Unamortized hedge instruments 520
Total unamortized debt discounts, premiums and hedge instruments 18,914
Unamortized hedge instruments (included in accumulated other comprehensive income) ( 520 )
Unamortized discounts and premiums, net $ 18,394
Debt Maturities
The following table summarizes the scheduled maturities and principal amortization of the Company’s consolidated indebtedness as of December 31, 2025 (in thousands) :
Secured Debt
Scheduled
Principal Payments Term
Maturities Unsecured Debt Total
2026 $ 4,581 $ 10,600 $ 400,000 $ 415,181
2027 2,662 19,906 500,000 522,568
2028 2,943 — 185,000 187,943
2029 3,474 — 400,000 403,474
2030 2,936 100 400,000 403,036
Thereafter 3,186 92,549 1,000,000 1,095,735
$ 19,782 $ 123,155 $ 2,885,000 $ 3,027,937
Debt discounts, premiums and issuance costs, net ( 2,459 )
Mortgage and other indebtedness, net $ 3,025,478
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Other Debt Activity
During the years ended December 31, 2025, 2024 and 2023, we capitalized interest totaling $ 2.8 million, $ 3.9 million, and $ 3.7 million, respectively.
Fair Value of Fixed and Variable Rate Debt
As of December 31, 2025, the estimated fair value of fixed rate debt was $ 2.4 billion compared to the book value of $ 2.4 billion. The fair value was estimated using Level 2 and Level 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 4.50 % to 6.49 %. As of December 31, 2025, the estimated fair value of variable rate debt was $ 647.7 million compared to the book value of $ 647.2 million. The fair value was estimated using Level 2 and Level 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 4.54 % to 5.84 %.
NOTE 10. 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.
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, 2025 and 2024 (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, 2025 December 31, 2024
Cash Flow Four $ — SOFR 2.99 % 12/1/2022 10/24/2025 $ — $ 2,307
Cash Flow Two — SOFR 2.66 % 8/1/2022 8/1/2025 — 884
Cash Flow Two — SOFR 2.37 % 11/22/2023 8/1/2025 — 2,101
Cash Flow (2)
Three 150,000 SOFR 1.68 % 8/15/2022 7/17/2026 1,503 5,316
$ 150,000 $ 1,503 $ 10,608
Fair Value (3)
Two $ — SOFR SOFR + 3.70 %
4/23/2021 9/10/2025 $ — $ ( 3,937 )
(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) These interest rate swaps were assigned to the Company’s $ 300 M Term Loan effective August 1, 2025.
(3) The derivative agreements swapped a blended fixed rate of 4.52 % for a blended floating rate of three-month SOFR plus 3.70 % through September 10, 2025.
In June 2025, we entered into three intraday interest rate lock agreements with notional amounts totaling $ 150.0 million that fixed the interest rate on a portion of the Notes Due 2032, which were issued in June 2025, at 4.21 %. We paid $ 0.2 million upon termination, which is included as a component of “Accumulated other comprehensive income” in the accompanying consolidated balance sheets and is being reclassified as an increase to interest expense over the term of the debt.
In August 2024, we entered into two intraday interest rate lock agreements with notional amounts totaling $ 350.0 million that fixed the interest rate on a portion of the Notes Due 2031, which were issued in August 2024, at 3.75 %. We paid $ 0.1 million upon termination, which is included as a component of “Accumulated other comprehensive income” in the accompanying consolidated balance sheets and is being reclassified as an increase to interest expense over the term of the debt.
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
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upon termination, which is included as a component of “Accumulated other comprehensive income” in the accompanying consolidated balance sheets and is being reclassified as a reduction to interest expense over the term of the debt.
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 current credit spreads to evaluate the likelihood of default by us and our counterparties. As of December 31, 2025 and 2024, 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 $ 9.1 million, $ 17.4 million, and $ 17.4 million was reclassified as a reduction to interest expense during the years ended December 31, 2025, 2024 and 2023, respectively. As interest payments on our derivatives are made over the next 12 months, we estimate the decrease to interest expense to be approximately $ 5.1 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 11. 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 and reimbursements for certain operating expenses, and they 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 the reimbursement of operating expenses are based upon the operating expense activity for the period.
Rental income related to the Company’s operating leases is comprised of the following for the years ended December 31, 2025, 2024 and 2023 (in thousands) :
Year Ended December 31,
2025 2024 2023
Fixed contractual lease payments – operating leases $ 659,955 $ 653,537 $ 637,915
Variable lease payments – operating leases 160,000 156,200 151,853
Bad debt reserve ( 7,838 ) ( 5,356 ) ( 3,459 )
Straight-line rent adjustments 11,341 12,742 13,186
Straight-line rent reserve for uncollectibility ( 987 ) ( 653 ) ( 1,374 )
Amortization of in-place lease liabilities, net 8,300 10,078 12,025
Rental income $ 830,771 $ 826,548 $ 810,146
The weighted-average remaining term of the lease agreements is approximately 4.9 years. During the years ended December 31, 2025, 2024 and 2023, the Company earned overage rent totaling $ 6.0 million, $ 7.1 million, and $ 7.5 million, respectively.
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As of December 31, 2025, the 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
2026 $ 605,363
2027 561,582
2028 484,444
2029 393,729
2030 319,166
Thereafter 995,735
Total $ 3,360,019
Commitments under Ground Leases
As of December 31, 2025, we are obligated under 11 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 2028 to 2092, with a weighted average remaining term of 32.8 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 reflected within “Deferred revenue and other liabilities” in the accompanying consolidated balance sheets.
During the years ended December 31, 2025, 2024 and 2023, the Company incurred ground lease expense on these operating leases of $ 6.3 million, $ 6.3 million, and $ 6.2 million, respectively. The Company made payments of $ 5.3 million, $ 5.2 million, and $ 5.2 million during the years ended December 31, 2025, 2024 and 2023, respectively, which are included within operating cash flows.
As of December 31, 2025, the future minimum lease payments due under ground leases for each of the next five years and thereafter are as follows (in thousands) :
Lease Obligations
2026 $ 5,238
2027 5,283
2028 5,063
2029 5,018
2030 5,325
Thereafter 95,918
$ 121,845
Adjustment for discounting ( 56,502 )
Lease liabilities as of December 31, 2025 $ 65,343
NOTE 12. SEGMENT REPORTING
An operating segment is a component of a public entity that engages in business activities from which it may earn revenues and incur expenses and has discrete financial information available that is regularly reviewed by the chief operating decision maker (the “CODM”).
The Company’s primary business is the ownership and operation of high-quality, open-air shopping centers and mixed-use assets that are primarily grocery-anchored and located in high-growth Sun Belt markets and select strategic gateway markets in the United States. We derive our revenue primarily from the collection of contractual rents and reimbursement payments from tenants under existing lease agreements at each of our properties. The Company’s CODM, which is its Chief Executive Officer, regularly reviews operating and financial information for each property on an individual basis; therefore, each property represents an individual operating segment. The CODM does not distinguish or group our operations on a geographical or any
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other basis for purposes of measuring performance and allocating capital. Across our properties, the financial performance, revenue generating activities, and customer base is determined to be economically similar; therefore, all operating segments have been aggregated into one reportable segment.
The CODM measures and evaluates the financial performance of our portfolio of properties and decides how resources are allocated based on net operating income. The CODM uses net operating income to evaluate income generated from each property in deciding whether to reinvest profits for recurring capital expenditures or into other parts of the business, such as for acquisitions, developments, scheduled interest and principal payments on our indebtedness, or to pay dividends. Net operating income is also used to monitor budget versus actual results in assessing the performance of our properties. The CODM does not regularly review total assets for our single reportable segment as total assets are not used to assess performance or allocate resources.
The following table presents information on the Company’s reported segment revenue, net operating income, and significant segment expenses that are provided to the CODM and included within the Company’s single reportable operating segment measure of profit or loss:
Year Ended December 31,
2025 2024 2023
Revenue:
Minimum rent $ 655,575 $ 650,331 $ 642,255
Tenant reimbursements 177,015 174,510 163,877
Bad debt reserve ( 7,838 ) ( 5,356 ) ( 3,459 )
Other property-related revenue 7,192 4,424 4,754
Overage rent 6,019 7,063 7,473
Total revenue 837,963 830,972 814,900
Expenses:
Property operating – recoverable 99,372 96,894 90,180
Property operating – non-recoverable 15,291 15,455 16,348
Real estate taxes 103,819 103,301 101,780
Total expenses 218,482 215,650 208,308
Net operating income 619,481 615,322 606,592
Other (expense) income:
Net gains from outlot sales 6,096 4,363 1,662
Other general and administrative expenses ( 55,459 ) ( 52,558 ) ( 56,142 )
Fee income 4,240 4,663 4,366
Impairment charges ( 51,849 ) ( 66,201 ) ( 477 )
Depreciation and amortization ( 373,287 ) ( 393,335 ) ( 426,361 )
Interest expense ( 132,577 ) ( 125,691 ) ( 105,349 )
Equity in (loss) earnings of unconsolidated subsidiaries ( 11,650 ) ( 1,158 ) 33
Gain on sale of unconsolidated property, net — 2,325 —
Income tax expense of taxable REIT subsidiaries ( 467 ) ( 139 ) ( 533 )
Loss on extinguishment of debt — ( 180 ) —
Other income, net 9,038 17,869 1,991
Gain (loss) on sales of operating properties, net 291,962 ( 864 ) 22,601
Net income 305,528 4,416 48,383
Net income attributable to noncontrolling interests ( 6,865 ) ( 345 ) ( 885 )
Net income attributable to common shareholders $ 298,663 $ 4,071 $ 47,498
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13. SHAREHOLDERS’ EQUITY
Distributions
On October 28, 2025, our Board of Trustees declared a cash distribution of $ 0.29 per common share and Common Unit for the fourth quarter of 2025. On December 29, 2025, our Board of Trustees also declared a special cash distribution of $ 0.145 per common share and Common Unit. These distributions were paid on January 16, 2026, to common shareholders and common unitholders of record as of January 9, 2026.
For the years ended December 31, 2025, 2024 and 2023, we declared cash distributions totaling $ 1.245 , $ 1.03 , and $ 0.97 , respectively, per common share and Common Unit.
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 our 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 a maximum of $ 300.0 million of our common shares (the “Share Repurchase Program”). The Company intends to fund any future repurchases under the Share Repurchase 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 November 2025, the Company extended the Share Repurchase Program for an additional year to February 28, 2027, if not terminated or extended prior to that date. During the year ended December 31, 2025, the Company repurchased 10.9 million common shares at an average price per share of $ 22.82 for a total of $ 247.7 million. As of December 31, 2025 , $ 52.3 million remained available for repurchases of common shares under the Company’s Share Repurchase Program. The Company did no t repurchase any shares during the years ended December 31, 2024 and 2023.
Subsequent to December 31, 2025, the Company repurchased 2.2 million common shares at an average price per share of $ 23.92 for a total of $ 52.3 million. Additionally, 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.
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 14. EARNINGS PER SHARE OR UNIT
Basic earnings per share or unit is calculated based on the weighted average number of common shares or units outstanding during the period. Diluted earnings per share or unit is calculated based on the weighted average number of common shares or units outstanding during the period combined with the incremental weighted average common shares or units that would have been outstanding assuming the conversion of all potentially dilutive common shares or units into common shares or 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) AO LTIP Units; (iv) deferred common share units, which may be credited to the personal accounts of members of the Board of Trustees in lieu of compensation paid in cash or the issuance of common shares to such trustees, and (v) common shares issuable upon the exchange of the Company’s Exchangeable Notes. The Company calculates the potential dilutive effect of the Exchangeable Notes under the if-converted method, which considers only the amounts settled in excess of the principal in diluted earnings per share as the principal must be paid in cash. 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 4.8 million, 3.8 million, and 3.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the calculation of basic and diluted earnings per share for the Parent Company for the years ended December 31, 2025, 2024 and 2023. We have omitted the calculation of basic and diluted earnings per unit since the dilutive securities for the Operating Partnership are the same as those for the Parent Company (dollars in thousands, except per share data) :
Year Ended December 31,
2025 2024 2023
Numerator:
Net income attributable to common shareholders – basic and diluted $ 298,663 $ 4,071 $ 47,498
Denominator:
Weighted average common shares outstanding – basic 218,310,451 219,614,149 219,344,832
Effect of dilutive securities:
AO LTIP Units 38,404 43,331 325,603
Deferred common share units 80,618 70,016 57,848
Exchangeable Notes — — —
Weighted average common shares outstanding – diluted 218,429,473 219,727,496 219,728,283
Net income per common share – basic $ 1.37 $ 0.02 $ 0.22
Net income per common share – diluted $ 1.37 $ 0.02 $ 0.22
NOTE 15. 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 that are 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 was limited to $ 5.9 million, and the guaranty’s term was through July 1, 2024, the maturity date of the construction loan. In July 2024, the joint venture repaid the construction loan, of which we contributed $ 10.2 million, representing our 35 % share of the debt repaid.
In 2021, we provided repayment and completion guarantees on loans totaling $ 66.2 million associated with the development of The Corner mixed-use project in the Indianapolis MSA. As of December 31, 2025, the outstanding balance of the loans was $ 69.1 million, of which our share was $ 34.5 million.
As of December 31, 2025, we had outstanding letters of credit totaling $ 4.2 million with no amounts advanced against these instruments.
In July 2025, Eastgate Crossing, a 152,682 square foot multi-tenant retail property in the Durham-Chapel Hill MSA, experienced severe flooding as a result of Tropical Storm Chantal. We believe that we have adequate third-party insurance, subject to a $ 0.3 million deductible, including business interruption coverage, to address this matter, and at this time, we do not believe that the flood will have a significant adverse impact on our results of operations or financial condition on a consolidated basis.
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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16. 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, 2025, 2024 and 2023, 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 the years ended December 31, 2025, 2024 and 2023, we paid $ 0.2 million, $ 0.2 million, and $ 0.3 million, respectively, to this related entity.
During the year ended December 31, 2023, a wholly owned subsidiary of the Company (“KRG Development”) assigned to Pan Am Development Partners, LLC (the “Assignee”) certain rights and obligations related to the development of a hotel on the Pan Am Plaza site in Indianapolis, IN, including certain future development rights and a right of first offer involving the project (collectively, the “Project Rights and Obligations”). The Assignee is a wholly owned subsidiary of Circle Block Investor, 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, the Assignee assumed all Project Rights and Obligations from and after August 7, 2023 and paid KRG Development a $ 3.5 million assignment fee (the “Assignment Fee”) during the year ended December 31, 2024 upon the completion of certain development activities. 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 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 17. SUBSEQUENT EVENTS
Subsequent to December 31, 2025, we:
• repurchased 2.2 million common shares at an average price per share of $ 23.92 for a total of $ 52.3 million; and
• closed on the sale of the second phase of a land parcel and the rights to develop 14 residential units at the One Loudoun Expansion in the Washington, D.C. MSA for a sales price of $ 3.7 million.
On February 14, 2026, our Board of Trustees authorized a $ 300.0 million increase to the size of our Share Repurchase Program, authorizing share repurchases up to a maximum of $ 600.0 million of our common shares.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Schedule III
Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost (1)
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 $ 10,615 $ — $ 3,999 $ 2,624 $ 14,614 $ 17,238 $ 4,601 1978/2003 2012
54th & College — 2,672 — — — 2,672 — 2,672 — 2008 N/A
Arcadia Village — 8,487 11,629 — 577 8,487 12,206 20,693 3,453 1957 2021
Avondale Plaza — 6,723 10,040 — 84 6,723 10,124 16,847 2,421 2005 2021
Bayonne Crossing — 47,809 38,339 — 3,672 47,809 42,011 89,820 14,688 2011 2014
Bayport Commons — 7,005 20,362 — 4,899 7,005 25,261 32,266 12,356 2008 N/A
Bridgewater Marketplace — 3,407 7,473 — 1,800 3,407 9,273 12,680 4,597 2008 N/A
Burlington* — — 2,773 — 29 — 2,802 2,802 2,802 1992/2000 2000
Castleton Crossing — 9,761 24,162 — 1,566 9,761 25,728 35,489 9,135 1975 2013
Cedar Park Town Center — 9,032 25,600 — 397 9,032 25,997 35,029 4,437 2013 2021
Centennial Center — 58,960 71,351 — 10,668 58,960 82,019 140,979 48,012 2002 2014
Centennial Gateway — 5,305 48,398 — 1,537 5,305 49,935 55,240 22,522 2005 2014
Centre at Laurel — 6,122 34,213 — 1,095 6,122 35,308 41,430 8,311 2005 2021
Centre Point Commons* — 2,918 22,272 — 921 2,918 23,193 26,111 10,414 2007 2014
Chantilly Crossing — 12,309 17,458 — 1,415 12,309 18,873 31,182 4,584 2004 2021
Chapel Hill Shopping Center* — — 34,653 — 3,226 — 37,879 37,879 18,682 2001 2015
Circle East — 1,188 26,817 — 2,377 1,188 29,194 30,382 4,577 1998/2022 2021
Clearlake Shores Shopping Center — 3,845 6,493 — 958 3,845 7,451 11,296 1,868 2003 2021
Coal Creek Marketplace — 9,397 11,645 — 520 9,397 12,165 21,562 3,548 1991 2021
Cobblestone Plaza — 10,374 43,620 — 4,669 10,374 48,289 58,663 20,720 2011 N/A
Colleyville Downs — 5,446 36,506 — 5,148 5,446 41,654 47,100 23,622 2014 2015
Colonial Square — 7,521 18,499 — 4,301 7,521 22,800 30,321 9,242 2010 2014
Colony Square — 20,300 17,353 — 2,222 20,300 19,575 39,875 6,030 1997 2021
Commons at Temecula — 18,966 43,691 — 665 18,966 44,356 63,322 13,309 1999 2021
Cool Creek Commons — 6,062 12,225 — 8,994 6,062 21,219 27,281 10,511 2005 N/A
Cool Springs Market — 12,444 20,880 40 12,021 12,484 32,901 45,385 17,121 1995 2013
Coppell Town Center — 5,052 11,214 — 815 5,052 12,029 17,081 3,525 1999 2021
Cypress Mill Plaza — 6,320 9,926 — 542 6,320 10,468 16,788 2,693 2004 2021
Davis Towne Crossing — 995 8,939 — 196 995 9,135 10,130 2,314 2003 2021
Delray Marketplace 12,200 18,750 84,233 1,284 12,078 20,034 96,311 116,345 38,936 2013 N/A
Downtown Crown — 25,759 76,338 — 8,501 25,759 84,839 110,598 14,122 2014 2021
Draper Crossing — 9,054 27,063 — 2,580 9,054 29,643 38,697 14,792 2012 2014
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Schedule III
Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost (1)
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)
Draper Peaks $ — $ 11,498 $ 46,639 $ 522 $ 6,952 $ 12,020 $ 53,591 $ 65,611 $ 21,419 2012 2014
East Stone Commons* — 3,766 21,252 — 536 3,766 21,788 25,554 5,262 2005 2021
Eastern Beltway — 23,221 45,500 — 9,107 23,221 54,607 77,828 22,569 1998/2006 2014
Eastgate Pavilion — 8,026 18,217 — 3,306 8,026 21,523 29,549 11,616 1995 2004
Eastwood Towne Center — 3,242 55,528 — 7,279 3,242 62,807 66,049 16,955 2002 2021
Eddy Street Commons* — 1,900 46,685 — 8,751 1,900 55,436 57,336 20,056 2009/2022 N/A
Edwards Multiplex — 22,583 27,232 — 294 22,583 27,526 50,109 7,811 1997 2021
Estero Town Commons — 7,453 9,900 — 1,533 7,453 11,433 18,886 5,895 2006 N/A
Fairgrounds Plaza — 12,690 15,249 — 113 12,690 15,362 28,052 3,974 2002 2021
Fishers Station — 5,041 13,001 — 312 5,041 13,313 18,354 6,069 2018 N/A
Fordham Place — 41,993 100,111 — 1,685 41,993 101,796 143,789 18,773 1920/2009 2021
Fort Evans Plaza II — 14,110 38,655 — 8,066 14,110 46,721 60,831 9,074 2008 2021
Galvez Shopping Center — 494 4,946 — 282 494 5,228 5,722 1,319 2004 2021
Gardiner Manor — 29,521 19,446 — 10,110 29,521 29,556 59,077 7,167 2000 2021
Gateway Pavilions — 44,167 8,458 — 2,556 44,167 11,014 55,181 3,496 2003 2021
Gateway Plaza — 15,608 21,593 — 6,374 15,608 27,967 43,575 8,282 2000 2021
Gateway Station — 10,679 10,462 — 1,026 10,679 11,488 22,167 2,866 2003 2021
Gateway Village — 32,045 33,316 — 806 32,045 34,122 66,167 10,374 1996 2021
Geist Pavilion — 1,368 6,892 — 3,050 1,368 9,942 11,310 5,438 2006 N/A
Gerry Centennial Plaza — 3,448 9,552 — 979 3,448 10,531 13,979 2,492 2006 2021
Glendale Town Center — 1,442 41,154 ( 187 ) 26,472 1,255 67,626 68,881 39,676 1958/2021 1999
Grapevine Crossing — 7,021 11,900 — 1,170 7,021 13,070 20,091 3,828 2001 2021
Green's Corner — 4,716 13,623 — 198 4,716 13,821 18,537 3,989 1997 2021
Greyhound Commons — 2,629 6 — 1,907 2,629 1,913 4,542 39 2005 N/A
Gurnee Town Center — 7,348 20,471 — 1,261 7,348 21,732 29,080 6,242 2000 2021
Henry Town Center — 9,353 49,123 — 3,719 9,353 52,842 62,195 14,826 2002 2021
Heritage Square — 11,373 16,099 — 609 11,373 16,708 28,081 4,939 1985 2021
Heritage Towne Crossing — 5,720 14,696 — 461 5,720 15,157 20,877 4,144 2002 2021
Holly Springs Towne Center — 22,324 92,404 — 9,115 22,324 101,519 123,843 36,678 2013 N/A
Home Depot Center* — — 20,122 — 462 — 20,584 20,584 5,819 1996 2021
Huebner Oaks — 19,423 35,404 — 3,427 19,423 38,831 58,254 8,950 1996 2021
Hunter's Creek Promenade — 8,017 12,258 179 2,035 8,196 14,293 22,489 6,312 1994 2013
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Schedule III
Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost (1)
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)
Indian River Square $ — $ 4,000 $ 5,690 $ 1,100 $ 6,109 $ 5,100 $ 11,799 $ 16,899 $ 5,053 1997/2004 2005
Jefferson Commons — 23,356 19,473 — 4,507 23,356 23,980 47,336 6,702 2005 2021
John's Creek Village — 7,668 39,302 — 1,342 7,668 40,644 48,312 10,278 2004 2021
Killingly Commons — 21,999 29,649 — 2,562 21,999 32,211 54,210 11,702 2010 2014
King's Lake Square — 4,519 11,894 — 1,964 4,519 13,858 18,377 8,130 1986/2014 2003
La Plaza Del Norte — 18,113 32,442 — 1,234 18,113 33,676 51,789 9,853 1996 2021
Lake City Commons — 4,693 11,348 — 692 4,693 12,040 16,733 4,770 2008 2014
Lake Mary Plaza — 1,413 8,447 — 433 1,413 8,880 10,293 3,354 2009 2014
Lake Worth Towne Crossing — 6,228 28,499 — 1,527 6,228 30,026 36,254 7,143 2005 2021
Lakewood Towne Center — 27,219 29,553 — 6,275 27,219 35,828 63,047 9,930 2002 2021
Lincoln Park — 14,757 39,830 — 1,324 14,757 41,154 55,911 11,749 1997 2021
Lincoln Plaza — 6,239 38,239 — 6,674 6,239 44,913 51,152 12,931 2001 2021
Lithia Crossing — 3,065 6,749 — 10,906 3,065 17,655 20,720 4,453 1994/2003 2011
Lowe's Center — 19,894 — — 310 19,894 310 20,204 4 2005 2021
MacArthur Crossing — 11,190 31,192 — 2,045 11,190 33,237 44,427 7,302 1995 2021
Main Street Promenade — 2,630 59,620 — 2,552 2,630 62,172 64,802 9,520 2003 2021
Manchester Meadows — 10,788 29,617 — 1,413 10,788 31,030 41,818 10,416 1994 2021
Mansfield Towne Crossing — 2,966 14,094 — 1,296 2,966 15,390 18,356 3,825 2003 2021
Market Street Village — 9,764 16,360 — 5,621 9,764 21,981 31,745 12,500 1970/2004 2005
Merrifield Town Center — 5,186 41,059 — 2,135 5,186 43,194 48,380 8,813 2008 2021
Merrifield Town Center II — 19,614 23,042 — 159 19,614 23,201 42,815 4,897 1972/2007 2021
Miramar Square — 26,492 30,549 387 10,410 26,879 40,959 67,838 15,888 2008 2014
Mullins Crossing* — 10,582 38,619 — 7,569 10,582 46,188 56,770 20,296 2005 2014
Naperville Marketplace — 5,364 11,377 — 487 5,364 11,864 17,228 5,975 2008 N/A
New Forest Crossing — 7,175 11,655 — 335 7,175 11,990 19,165 3,108 2003 2021
New Hyde Park Shopping Center — 10,792 9,450 — 850 10,792 10,300 21,092 1,891 1964/2011 2021
Newnan Crossing — 6,616 40,543 — 2,197 6,616 42,740 49,356 12,997 1999 2021
Newton Crossroads — 1,004 10,752 — 422 1,004 11,174 12,178 3,207 1997 2021
Nora Plaza 3,068 3,790 19,508 5,002 39,357 8,792 58,865 67,657 10,627 2004 2019
North Benson Center — 16,632 9,703 — 2,791 16,632 12,494 29,126 3,218 1988 2021
Northcrest Shopping Center — 4,044 33,519 — 3,443 4,044 36,962 41,006 14,708 2008 2014
Northdale Promenade — 1,718 27,242 — 400 1,718 27,642 29,360 20,976 2017 N/A
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Schedule III
Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost (1)
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)
Northgate North $ 20,970 $ 20,063 $ 47,624 $ — $ 3,119 $ 20,063 $ 50,743 $ 70,806 $ 14,467 1999 2021
Northpointe Plaza — 15,657 34,002 — 1,880 15,657 35,882 51,539 10,134 1991 2021
Oak Brook Promenade — 6,753 48,281 — 10,177 6,753 58,458 65,211 12,644 2006 2021
Oleander Place* — 847 5,226 — 507 847 5,733 6,580 3,345 2012 2011
One Loudoun Downtown 95,095 74,400 233,760 — 16,457 74,400 250,217 324,617 42,694 2013/2022 2021
Oswego Commons — 5,746 8,036 — 7,544 5,746 15,580 21,326 3,872 2002 2021
Palms Plaza — 12,049 24,201 — 1,648 12,049 25,849 37,898 6,047 1988/2004 2022
Parkside Town Commons — 21,806 104,283 ( 60 ) 13,034 21,746 117,317 139,063 46,304 2015 N/A
Parkside West Cobb — 6,750 31,276 — 375 6,750 31,651 38,401 2,168 2016 2024
Pebble Marketplace — 7,504 34,237 — 1,202 7,504 35,439 42,943 4,743 1997 2022
Pelham Manor Shopping Plaza* — — 41,998 — 700 — 42,698 42,698 8,826 2008 2021
Perimeter Woods — 6,893 27,204 — 5,876 6,893 33,080 39,973 12,962 2008 2014
Pine Ridge Crossing — 5,640 16,258 — 6,643 5,640 22,901 28,541 12,083 1994 2006
Plaza at Cedar Hill — 5,782 31,614 — 17,824 5,782 49,438 55,220 27,148 2000 2004
Plaza at Marysville — 6,710 18,373 — 354 6,710 18,727 25,437 5,614 1995 2021
Pleasant Hill Commons — 3,350 10,036 — ( 128 ) 3,350 9,908 13,258 4,017 2008 2014
Pleasant Run Towne Crossing — 4,465 24,645 — 2,448 4,465 27,093 31,558 7,229 2004 2021
Prestonwood Place — 14,282 61,202 — 606 14,282 61,808 76,090 6,197 1979/2020 2023
Publix at Woodruff — 1,783 6,285 — 1,063 1,783 7,348 9,131 5,987 1997 2012
Rampart Commons 4,772 1,136 40,065 — 1,575 1,136 41,640 42,776 20,222 2018 2014
Rangeline Crossing — 1,981 17,434 — 4,461 1,981 21,895 23,876 9,475 1986/2013 N/A
Riverchase Plaza — 3,889 10,826 — 1,396 3,889 12,222 16,111 6,746 1991/2001 2006
Rivers Edge — 5,647 28,556 — 6,311 5,647 34,867 40,514 13,406 2011 2008
Rivery Towne Crossing — 5,230 2,154 — 1,176 5,230 3,330 8,560 1,028 2005 2021
Royal Oaks Village II — 3,462 9,006 — 866 3,462 9,872 13,334 2,664 2004 2021
Sawyer Heights Village — 18,720 19,354 — 725 18,720 20,079 38,799 4,346 2007 2021
Saxon Crossing — 3,764 15,133 — 1,337 3,764 16,470 20,234 6,552 2009 2014
Shoppes at Hagerstown — 6,796 15,803 — 925 6,796 16,728 23,524 3,559 2008 2021
Shoppes at Plaza Green — 3,749 20,528 — 9,485 3,749 30,013 33,762 12,223 2000 2012
Shoppes at Quarterfield — 4,105 8,703 — 650 4,105 9,353 13,458 1,557 1999/2022 2021
Shoppes of Eastwood — 1,688 8,911 — 1,145 1,688 10,056 11,744 6,256 1997 2013
Shoppes of New Hope — 2,107 10,559 — 241 2,107 10,800 12,907 2,553 2004 2021
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Schedule III
Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost (1)
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)
Shoppes of Prominence Point $ — $ 2,945 $ 11,078 $ — $ 638 $ 2,945 $ 11,716 $ 14,661 $ 2,890 2004 2021
Shops at Eagle Creek — 2,121 7,966 — 5,024 2,121 12,990 15,111 7,212 1998 2003
Shops at Forest Commons — 1,616 9,320 — 686 1,616 10,006 11,622 2,730 2002 2021
Shops at Julington Creek — 2,372 7,241 — 521 2,372 7,762 10,134 2,784 2011 2014
Shops at Moore — 6,284 23,159 — 4,531 6,284 27,690 33,974 10,060 2010 2014
Silver Springs Pointe — 7,580 4,947 — 567 7,580 5,514 13,094 2,897 2001 2014
Southlake Corners — 7,998 16,529 — 641 7,998 17,170 25,168 5,329 2004 2021
Southlake Town Square — 19,534 319,696 — 27,544 19,534 347,240 366,774 97,664 1998 2021
Stilesboro Oaks — 3,712 11,268 — 407 3,712 11,675 15,387 3,343 1997 2021
Stonebridge Plaza — 1,923 7,917 — 324 1,923 8,241 10,164 2,350 1997 2021
Sunland Towne Centre — 14,774 21,949 — 6,730 14,774 28,679 43,453 15,607 1996 2004
Tacoma South — 30,058 3,291 — 1,257 30,058 4,548 34,606 1,145 1984 2021
Target South Center — 2,581 9,553 — 136 2,581 9,689 12,270 2,821 1999 2021
Tarpon Bay Plaza — 3,855 23,796 — 3,180 3,855 26,976 30,831 12,811 2007 N/A
The Brickyard — 29,389 19,134 — 5,836 29,389 24,970 54,359 6,905 1977/2004 2021
The Corner — 3,772 23,437 — 359 3,772 23,796 27,568 8,235 2008 2014
The Landing at Tradition — 1,300 — — 64 1,300 64 1,364 — 2007 2014
The Shoppes at Union Hill 6,832 9,876 46,208 — 2,208 9,876 48,416 58,292 12,241 2003 2021
The Shops at Legacy — 14,864 118,380 — 16,359 14,864 134,739 149,603 34,752 2002 2021
Tollgate Marketplace — 11,963 64,856 — 15,581 11,963 80,437 92,400 20,957 1979/1994 2021
Toringdon Market — 5,448 9,025 — 1,251 5,448 10,276 15,724 4,711 2004 2013
Towson Square — 1,412 26,684 — 352 1,412 27,036 28,448 5,170 2014 2021
Traders Point — 11,135 41,871 — 3,447 11,135 45,318 56,453 28,803 2005 N/A
Tradition Village Center — 3,140 14,576 — 1,773 3,140 16,349 19,489 7,214 2006 2014
Tysons Corner — 13,334 10,407 — 140 13,334 10,547 23,881 1,979 1980/2013 2021
Village Commons — 24,080 38,037 — 33 24,080 38,070 62,150 2,514 1987/2015 2025
Village Shoppes at Simonton — 1,627 11,633 — 133 1,627 11,766 13,393 2,904 2004 2021
Walter's Crossing — 13,056 20,656 — 4,271 13,056 24,927 37,983 5,801 2005 2021
Waterford Lakes Village — 2,317 1,773 — 11,592 2,317 13,365 15,682 2,528 1997 2004
Waxahachie Crossing — 1,411 15,698 — 10 1,411 15,708 17,119 5,733 2010 2014
Westbury Center — 4,540 12,866 — 142 4,540 13,008 17,548 3,553 2000 2021
Winchester Commons — 2,119 9,325 — 115 2,119 9,440 11,559 2,762 1999 2021
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Schedule III
Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost (1)
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)
Woodinville Plaza $ — $ 24,722 $ 29,830 $ — $ 6,186 $ 24,722 $ 36,016 $ 60,738 $ 9,205 1981 2021
Total Operating Properties 142,937 1,625,948 4,481,369 8,267 599,426 1,634,215 5,080,795 6,715,010 1,623,188
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Schedule III
Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost (1)
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
Carillon MOB $ — $ 593 $ 22,877 $ — $ 535 $ 593 $ 23,412 $ 24,005 $ 1,436 2024 2021
Thirty South Meridian — 1,643 5,795 — 33,082 1,643 38,877 40,520 19,395 1905/2002 2001
Union Station Parking Garage — 904 2,310 — 2,281 904 4,591 5,495 2,577 1986 2001
Eastgate Crossing — 4,244 51,358 — 11,382 4,244 62,740 66,984 8,642 1958/2007 2020
Total Office and Other Properties — 7,384 82,340 — 47,280 7,384 129,620 137,004 32,050
Development and Redevelopment Projects
Carillon — 19,339 2,013 — 5,103 19,339 7,116 26,455 952 2004 2021
Hamilton Crossing Centre — 3,139 1,485 ( 19 ) 2,727 3,120 4,212 7,332 — N/A N/A
One Loudoun – Uptown — 88,613 — ( 88 ) 27,076 88,525 27,076 115,601 1 N/A 2021
The Corner – IN — — — — — — — — — N/A N/A
Total Development and Redevelopment Projects — 111,091 3,498 ( 107 ) 34,906 110,984 38,404 149,388 953
Other **
Bridgewater Marketplace — 855 — — — 855 — 855 — N/A N/A
KRG Development — — — — — — — — — N/A N/A
KRG New Hill — 1,092 — 130 — 1,222 — 1,222 — N/A N/A
KRG Peakway — — — — — — — — — N/A N/A
Total Other — 1,947 — 130 — 2,077 — 2,077 —
Line of credit/Term loans/Unsecured notes 2,885,000 — — — — — — — — N/A N/A
Grand Total $ 3,027,937 $ 1,746,370 $ 4,567,207 $ 8,290 $ 681,612 $ 1,754,660 $ 5,248,819 $ 7,003,479 $ 1,656,191
(1) The balance for initial cost could include parcels/outparcels, assets written off, and/or provisions for impairment.
* 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.
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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, 2025, 2024 and 2023 are as follows:
Year Ended December 31,
2025 2024 2023
Balance as of January 1, $ 7,634,191 $ 7,740,061 $ 7,732,573
Acquisitions 62,117 38,101 75,587
Property held for sale ( 12,944 ) ( 105,828 ) —
Improvements 150,976 139,895 140,654
Impairment of property ( 41,018 ) ( 101,678 ) —
Disposals ( 789,843 ) ( 76,360 ) ( 208,753 )
Balance as of December 31, $ 7,003,479 $ 7,634,191 $ 7,740,061
The unaudited aggregate cost of investment properties for U.S. federal income tax purposes as of December 31, 2025 was approximately $ 8.4 billion.
NOTE 2. RECONCILIATION OF ACCUMULATED DEPRECIATION
The changes in accumulated depreciation for the years ended December 31, 2025, 2024 and 2023 are as follows:
Year Ended December 31,
2025 2024 2023
Balance as of January 1, $ 1,587,661 $ 1,381,770 $ 1,161,148
Depreciation expense 310,837 314,632 317,593
Property held for sale — ( 1,360 ) —
Impairment of property ( 6,339 ) ( 35,477 ) —
Disposals ( 235,968 ) ( 71,904 ) ( 96,971 )
Balance as of December 31, $ 1,656,191 $ 1,587,661 $ 1,381,770
Depreciation of investment properties reflected in the accompanying consolidated statements of operations and comprehensive income (loss) 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.
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