02/23/2026 | Press release | Distributed by Public on 02/23/2026 17:58
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Limited Partnership Units of Kite Realty Group, L.P. | (1) | 02/19/2026 | A | 42,807(2) | (1) | (1) | Common Shares | 42,807 | $ 0 | 566,279 | D | ||||
| Limited Partnership Units of Kite Realty Group, L.P. | (1) | 02/19/2026 | A | 33,965(3) | (1) | (1) | Common Shares | 33,965 | $ 0 | 600,244 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Heath R Fear 30 SOUTH MERIDIAN ST. SUITE 1100 INDIANAPOLIS, IN 46204 |
EVP & Chief Financial Officer | |||
| /s/ Heath R. Fear | 02/23/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Common Shares of beneficial interest, par value of $0.01 per share (the "Common Shares"), are issued upon the redemption and tender of Limited Partnership Units ("LP Units") of Kite Realty Group, L.P. on a one-for-one basis. LP Units have no expiration date. |
| (2) | Represents the grant of LTIP Units (as defined below) pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan, as amended (the "Plan"). These LTIP Units will vest in equal amounts on February 19, 2027, February 19, 2028, and February 19, 2029, subject to continued service by the reporting person through the applicable vesting date. LTIP Units ("LTIP Units") are a class of LP Units that, if vested, are convertible at the option of the holder, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into an equal number of LP Units. |
| (3) | Represents LTIP Units under the Plan, which were earned based on the achievement of certain performance measures during the three-year performance period ended February 13, 2026. |