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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 17, 2026
THE
INTERGROUP CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
1-10324 |
|
13-3293645 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
| 1516
S. Bundy Drive, Suite 200, Los Angeles, CA |
|
90025 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (310) 889-2500
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock |
|
INTG |
|
NASDAQ CAPITAL MARKET |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 9.01. |
Financial Statements and Exhibits. |
(d)
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated February 17, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
THE INTERGROUP CORPORATION |
| |
|
|
| Dated: February 17, 2026 |
By: |
/s/ John
V. Winfield |
| |
|
Chairman of the Board; President and Chief Executive
Officer |
Exhibit 99.1
FOR
IMMEDIATE RELEASE
The
InterGroup Corporation Reports Improved Operating Results for the Quarter Ended December 31, 2025; Completes Sale of a Non-Core Los Angeles
Multifamily Property
Los
Angeles, California — February 17, 2026 — The InterGroup Corporation (NASDAQ: INTG) (the “Company” or “InterGroup”)
reported results for the quarter ended December 31, 2025 and highlighted continued progress in its consolidated hotel operations and
stable performance in its real estate portfolio. During the quarter, the Company also completed the sale of a non-core 12-unit multifamily
property in Los Angeles County, strengthening liquidity and providing additional working capital.
Quarterly
highlights (three months ended December 31, 2025 vs. 2024)
| ● | Total
revenues increased to $17.3 million from $14.4 million, an increase of $2.9 million (+20%). |
| ● | Hotel
revenues increased to $12.6 million from $9.9 million, an increase of $2.7 million (+27%). |
| ● | Real
estate revenues increased to $4.6 million from $4.5 million, an increase of $0.2 million
(+4%). |
| ● | Income
from operations increased to $2.0 million from $0.9 million. |
| ● | Net
income was $1.0 million compared to a net loss of $3.7 million. |
| ● | Net
income attributable to InterGroup was $1.5 million ($0.71 per diluted share) compared to
a net loss attributable to InterGroup of $2.7 million ($1.26 per diluted share). |
| ● | The
Company recognized a GAAP gain on sale of real estate of $3.5 million from the disposition
of a non-core Los Angeles multifamily property. |
Segment
Performance (Three Months Ended December 31, 2025 vs. 2024)
| Segment income (loss) | |
2025 | | |
2024 | |
| Hotel Operations | |
$ | 2,234,000 | | |
$ | 910,000 | |
| Real Estate Operations | |
$ | 2,221,000 | | |
$ | 2,268,000 | |
| Investment Transactions | |
$ | (340,000 | ) | |
$ | (901,000 | ) |
Hotel
Operating Metrics (Hilton San Francisco Financial District)
| Three months ended Dec. 31 | |
ADR | | |
Occupancy | | |
RevPAR | |
| 2025 | |
$ | 234 | | |
| 92 | % | |
$ | 215 | |
| 2024 | |
$ | 190 | | |
| 88 | % | |
$ | 168 | |
During
the quarter, Portsmouth returned 14 guest rooms to available room inventory upon completion of renovations in September 2025, after having
previously used the rooms for administrative office space and other purposes.
Disposition
of Non-Core Los Angeles Multifamily Property
In
December 2025, InterGroup completed the sale of a non-core 12-unit multifamily property in Los Angeles County for a sales price of approximately
$4.85 million. The related mortgage loan with an outstanding principal balance of approximately $1.83 million was repaid in full at closing,
and net cash proceeds from the sale after closing costs were approximately $2.58 million. The Company recognized a GAAP gain on sale
of approximately $3.51 million in the quarter.
The
transaction will be subject to applicable federal and state income tax liabilities.
Liquidity
and Capital Resources
As
of December 31, 2025, the Company had cash and cash equivalents of $6.6 million and restricted cash of $8.4 million. Total cash, cash
equivalents, and restricted cash were $15.0 million. Marketable securities measured at fair value were $0.9 million.
As
previously disclosed, Portsmouth completed a refinancing in March 2025 that extended maturities and improved liquidity; as a result,
substantial doubt regarding Portsmouth’s ability to continue as a going concern was alleviated as of June 30, 2025.
Management
Commentary
David
C. Gonzalez, Chief Operating Officer of InterGroup, said:
“Our
second fiscal quarter reflected continued progress in both our hotel and real estate operations. At the Hotel, revenue growth benefited
from higher room demand and the return of 14 guest rooms to inventory following renovations completed in September 2025. Across our real
estate portfolio, we remained focused on disciplined operations, occupancy, and property-level execution. We also completed the sale
of a small, non-core property in the normal course of business, adding working capital and sharpening our focus on our core holdings.”
John
V. Winfield, President, Chairman and Chief Executive Officer of InterGroup, added:
“We
remain cautiously optimistic as operating conditions in San Francisco continue to stabilize and recover. Separately, this quarter’s
disposition of a non-core multifamily asset underscores our long-held view that historical-cost accounting under GAAP for real estate
can differ significantly from underlying economic value. We also continue to manage our marketable securities activity with a focus on
risk awareness and liquidity.”
About
The InterGroup Corporation
The
InterGroup Corporation (NASDAQ: INTG) is a diversified holding company with interests in hospitality, real estate, and marketable securities.
InterGroup’s portfolio includes a majority interest in Portsmouth Square, Inc., which owns the Hilton San Francisco Financial District,
as well as other real estate holdings and an investment portfolio of marketable securities.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements include,
without limitation, statements regarding market recovery, anticipated operating performance, liquidity, and the expected impacts of the
real estate disposition. These statements are subject to risks and uncertainties that could cause actual results to differ materially,
including factors described in the Company’s filings with the Securities and Exchange Commission, including its Quarterly Report
on Form 10-Q for the quarter ended December 31, 2025 and its most recent Annual Report on Form 10-K. The Company undertakes no obligation
to update forward-looking statements except as required by law.
Investor
Contact
The
InterGroup Corporation
1516
S. Bundy Drive, Suite 200
Los
Angeles, CA 90025
(310)
889-2500
