InterGroup clarifies Class B director term error

The InterGroup Corporation filed an update related to its upcoming Annual Meeting of Shareholders scheduled for May 20, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

The InterGroup Corporation filed an update related to its upcoming Annual Meeting of Shareholders scheduled for May 20, 2026. The company explains that a previously distributed proxy card contained an error about director terms.

The proxy card wrongly stated that the nominees for election as Class B directors would serve until the 2027 annual meeting. InterGroup clarifies that, as correctly disclosed in its Definitive Proxy Statement filed on April 8, 2026, these Class B director nominees are intended to serve a three-year term expiring at the 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Annual Meeting date: May 20, 2026 Class B director term end: 2028 Annual Meeting of Shareholders Proxy statement filing date: April 8, 2026

3 metrics

Annual Meeting date May 20, 2026 Scheduled date of the company’s Annual Meeting of Shareholders

Class B director term end 2028 Annual Meeting of Shareholders Expiration of three-year term for Class B nominees

Proxy statement filing date April 8, 2026 Date Definitive Proxy Statement on Schedule 14A was filed

Key Terms

additional soliciting material, Definitive Proxy Statement, Schedule 14A, Annual Meeting of Shareholders, +1 more

5 terms

additional soliciting material regulatory

"The InterGroup Corporation is filing this on as additional soliciting material in connection with the Company’s Annual Meeting of Shareholders"

Definitive Proxy Statement regulatory

"As disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2026"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Schedule 14A regulatory

"Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2026"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

Annual Meeting of Shareholders financial

"in connection with the Company’s Annual Meeting of Shareholders to be held on May 20, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Class B directors financial

"the nominees for election as Class B directors are to serve a three-year term expiring at the Company’s 2028 Annual Meeting of Shareholders"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did The InterGroup Corporation (INTG) correct in this filing?

The InterGroup Corporation corrected an error on its previously distributed proxy card. The card misstated that Class B director nominees would serve only until the 2027 annual meeting, instead of a three-year term expiring at the 2028 Annual Meeting of Shareholders.

How long will INTG Class B directors serve according to this correction?

Class B directors are intended to serve a three-year term expiring at the 2028 Annual Meeting of Shareholders. They will remain in office until their successors are duly elected and qualified, consistent with the company’s Definitive Proxy Statement disclosure.

Why did INTG file additional soliciting material for the 2026 Annual Meeting?

INTG filed additional soliciting material to clarify a mistake in the proxy card for its May 20, 2026 Annual Meeting. The filing confirms the correct term for Class B director nominees as a three-year term ending at the 2028 Annual Meeting of Shareholders.

What document does INTG reference to confirm the correct director term?

INTG references its Definitive Proxy Statement on Schedule 14A filed on April 8, 2026. That document correctly states that Class B director nominees are to serve a three-year term expiring at the company’s 2028 Annual Meeting of Shareholders.

Does this INTG filing change the slate of director nominees?

The filing does not change the director nominees; it clarifies the term they will serve. It confirms that Class B nominees are intended for a three-year term expiring at the 2028 Annual Meeting, matching the previously filed Definitive Proxy Statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/14/2026 - 11:10 AM EDT

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): May 14, 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 8.01.

Other Events.

The InterGroup Corporation (the “Company”) is filing this Current Report on Form 8-K as additional soliciting material in connection with the Company’s Annual Meeting of Shareholders to be held on May 20, 2026.

The Company previously distributed proxy materials, including a proxy card, in connection with the Annual Meeting. The proxy card incorrectly stated that the nominees for election as Class B directors would serve until the 2027 annual meeting. As disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2026, the nominees for election as Class B directors are to serve a three-year term expiring at the Company’s 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

The Company confirms that the disclosure contained in the Definitive Proxy Statement regarding the term of the Class B directors is correct.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

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: May 14, 2026	By:	/s/ John V. Winfield
		Chairman of the Board; President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents