KITE REALTY GROUP TRUST 8-K

What Happened

• On June 29, 2026, Kite Realty Group, L.P. (the “Issuer”), the operating partnership of Kite Realty Group Trust (the “Company”), launched a private placement of $300 million aggregate principal amount of exchangeable senior notes due 2032 (the “Notes”) to qualified institutional buyers under Rule 144A.
• The Notes are exchangeable into cash (up to the principal amount) and, if applicable, cash, Common Shares of the Company, or a combination thereof. The Company and Issuer issued a press release about the Offering (Exhibit 99.1).

Key Details

• Size and maturity: $300 million aggregate principal amount of exchangeable senior notes due 2032.
• Exchange mechanics: Notes may be exchanged for cash and/or Company common shares (par value $0.01).
• Capped calls: The Issuer expects to enter privately negotiated capped call transactions with initial purchasers or affiliates to cover the number of Common Shares underlying the Notes; these are separate transactions intended to reduce potential dilution and/or offset certain cash payments. Holders of the Notes will have no rights with respect to the capped call transactions.
• Placement: Private offering to investors reasonably believed to be qualified institutional buyers (Rule 144A); additional capped calls expected if initial purchasers buy additional notes.

Why It Matters

• This offering is a capital-raising move that increases the Company’s debt obligations through exchangeable notes due 2032 and provides liquidity to the enterprise. If note exchanges occur, holders could receive common shares, which could dilute existing shareholders; the planned capped call transactions are intended to limit that dilution. The filing also contains customary forward‑looking statements and risk disclosures about market, interest‑rate, refinancing, tenant and real estate risks that could affect outcomes.