McGowan Thomas K 4
4 · KITE REALTY GROUP TRUST · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
Kite Realty (KRG) President & COO Thomas McGowan Exercises LTIPs, Nets Sale
What Happened
- Thomas K. McGowan, President & COO of Kite Realty Group Trust (KRG), received LTIP awards on 2026-02-19 and then exercised/converted derivative awards on 2026-02-23. The filing shows grants of 45,153 and 36,577 LTIP Units (total 81,730) on Feb 19 (recorded at $0), and on Feb 23 he exercised/converted derivatives resulting in 149,254 shares disposed and 50,245 shares acquired (each recorded at $0 per share). The SEC Form 4 records these as derivative (LTIP/AO LTIP) transactions; the net effect in the filing is a disposition of 99,009 shares (149,254 disposed − 50,245 acquired). The transactions are reported with $0 per-share price because they were conversions/exercises of derivative awards, not open-market cash purchases.
Key Details
- Transaction dates and types:
- 2026-02-19: Awards/grants (A) — 45,153 and 36,577 LTIP Units (recorded $0).
- 2026-02-23: Exercise/conversion (M) — 149,254 derivative units disposed; 50,245 derivative units acquired (both recorded $0).
- Shares owned after transaction: Not specified in the provided filing details.
- Notable footnotes:
- F2/F3: LTIP Units include time‑vested and performance‑earned awards; one grant vests in equal amounts over Feb 19 of 2027–2029; another was earned based on a three‑year performance period ending Feb 13, 2026.
- F4/F5: Some awards are AO LTIPs (similar to a “net exercise” option) that convert into LTIP Units based on a participation threshold and can be converted/redeemed into LP Units or Common Shares (or cash at the issuer’s option).
- F1/F6: LP Units are convertible/redeemable one‑for‑one into Common Shares (or cash in lieu).
- Filing timeliness: Form 4 was filed 2026-02-23; the reported exercises/conversions occurred on 2026-02-23, so the filing appears timely.
Context
- These were derivative conversions/exercises (LTIP/AO LTIP mechanics). The $0 per-share entries reflect conversions/net settlement mechanics rather than an open‑market purchase price — the footnotes explain AO LTIP net‑exercise and LTIP → LP Unit → Common Share redemption mechanics.
- The filing shows both acquired and disposed derivative amounts; the net result recorded is a sale/disposition of 99,009 shares. As always, insider derivative exercises and subsequent dispositions can be driven by award terms, tax or settlement mechanics and do not by themselves indicate the insider’s view of the company.
Insider Transaction Report
Form 4
McGowan Thomas K
President & COO
Transactions
- Award
Limited Partnership Units of Kite Realty Group, L.P.
[F1][F2]2026-02-19+45,153→ 892,577 total→ Common Shares (45,153 underlying) - Award
Limited Partnership Units of Kite Realty Group, L.P.
[F1][F3]2026-02-19+36,577→ 929,154 total→ Common Shares (36,577 underlying) - Exercise/Conversion
Limited Partnership Units - Kite Realty Group, LP (AO LTIPs)
[F4][F5]2026-02-23−149,254→ 0 totalExercise: $16.69From: 2024-02-11Exp: 2031-02-11→ Limited Partnership Units of Kite Realty Group, L.P. (149,254 underlying) - Exercise/Conversion
Limited Partnership Units of Kite Realty Group, L.P.
[F6]2026-02-23+50,245→ 979,399 total→ Common Shares (50,245 underlying)
Holdings
- 106,028
Common Shares
- 5,000(indirect: By Trust)
Limited Partnership Units of Kite Realty Group, L.P.
[F1]→ Common Shares (5,000 underlying)
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]The reporting person previously received a grant of AO LTIPs pursuant to the Plan. AO LTIPs are similar to "net exercise" stock option awards and are convertible, once vested, into a number of vested limited partnership units of Kite Realty Group, L.P. designated as LTIP Units, determined by the quotient of (i) the excess of the value of a Common Share of Kite Realty Group Trust as of the date of the conversion over $16.69 (the "Participation Threshold per AO LTIP"), divided by (ii) the value of a Common Share as of the date of conversion. Vested LTIP Units into which AO LTIPs have been converted are further convertible, [footnote continued]
- [F5][Continued from footnote] conditioned upon minimum allocations to the capital accounts of the LTIP Units for U.S. federal income tax purposes, into an equal number of LP Units. The resulting LP Units are redeemable by the holder for one Common Share per LP Unit or the cash value of a Common Share, at the Issuer's option. The AO LTIPs vested and became exercisable as of the date that both of the following requirements were 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 period between the first year and the fifth anniversaries of the grant date, the reported closing price per Common Share appreciates at least 15% over the applicable Participation Threshold per AO LTIP (as set forth in the table above) for a minimum of 20 consecutive trading days. Under the award agreement, the AO LTIPs have a ten-year term from the grant date.
- [F6]LP Units are redeemable for an equal number of Common Shares or, at the election of Kite, cash equal to the fair market value of such shares. LP Units have no expiration date.
Signature
/s/ Thomas K. McGowan|2026-02-23