McGowan Thomas K 4

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.