Kite Realty Group Trust

02/23/2026 | Press release | Distributed by Public on 02/23/2026 17:58

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Heath R Fear
2. Issuer Name and Ticker or Trading Symbol
KITE REALTY GROUP TRUST [KRG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Financial Officer
(Last) (First) (Middle)
30 SOUTH MERIDIAN ST., SUITE 1100
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026
(Street)
INDIANAPOLIS, IN 46204
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 69,265 D
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Heath R Fear
30 SOUTH MERIDIAN ST.
SUITE 1100
INDIANAPOLIS, IN 46204
EVP & Chief Financial Officer

Signatures

/s/ Heath R. Fear 02/23/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Kite Realty Group Trust published this content on February 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 23, 2026 at 23:58 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]