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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): May 11, 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 May 11, 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: May 11, 2026 |
By: |
/s/ John
V. Winfield |
| |
|
Chairman of the Board; President and Chief Executive
Officer |
Exhibit 99.1

The
InterGroup Corporation Reports Third Quarter Fiscal 2026 Results; Operating Performance Improves Year-Over-Year as San Francisco Recovery
Progresses
Los
Angeles, California — May 11, 2026
The
InterGroup Corporation (NASDAQ: INTG) (the “Company” or “InterGroup”) today announced financial results for the
fiscal third quarter ended March 31, 2026. InterGroup is a diversified holding company with interests in hospitality (through its majority-owned
subsidiary Portsmouth Square, Inc.), real estate operations, and investment transactions. The discussion below is derived from the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
Third
Quarter Fiscal 2026 Highlights (Three Months Ended March 31, 2026 vs. 2025)
| |
● | Total
revenues increased to $20.372 million from $16.824 million (+21%). |
| |
● | Income
from operations increased to $4.260 million from $2.350 million (+81%). |
| |
● | GAAP
net income was $0.595 million, compared to a GAAP net loss of $0.750 million in the prior-year
quarter. |
| |
● | Net
income attributable to InterGroup was $0.457 million, or $0.21 per diluted share, compared
to a net loss attributable to InterGroup of $0.578 million, or $0.27 per share, in the prior-year
quarter. |
| |
● | Hotel
revenues increased to $16.497 million from $12.210 million (+35%). For additional context,
Hotel revenues for the quarter ended March 31, 2026 exceeded the comparable pre-pandemic
quarter ended March 31, 2019 by approximately $1.028 million. |
| |
● | Real
estate revenues were $3.875 million compared to $4.614 million in the prior-year quarter
(-16%). |
| |
● | Net
loss from investment transactions was $(0.342) million compared to $(1.379) million in the
prior-year quarter. |
Hotel
Operating Metrics (Hilton San Francisco Financial District)
| Three months ended March 31 | |
ADR | | |
Occupancy | | |
RevPAR | |
| 2026 | |
$ | 306 | | |
| 94 | % | |
$ | 287 | |
| 2025 | |
$ | 241 | | |
| 89 | % | |
$ | 215 | |
Key
Drivers and Market Context
Management
attributed year-over-year improvement primarily to stronger hotel operating results, including improved ADR and occupancy, and continued
progress in San Francisco demand trends. The quarter also benefited from event-related activity in the market, including the Super Bowl.
Results further benefited from substantially lower losses in marketable securities compared with the prior-year quarter.
While
revenues improved meaningfully year-over-year, net income was partially offset by higher hotel operating expenses associated with increased
activity levels, as well as ongoing fixed charges including mortgage interest expense and depreciation and amortization.
Year-to-Date
Highlights (Nine Months Ended March 31, 2026 vs. 2025)
| |
● | Total
revenues increased to $55.586 million from $48.171 million (+15%). |
| |
● | Real
estate revenues were $14.010 million compared to $14.176 million in the prior-year period
(-1%). |
| |
● | Income
from operations increased to $9.007 million from $6.332 million (+42%). |
| |
● | GAAP
net income was $0.398 million, compared to a GAAP net loss of $5.299 million in the prior-year
period. |
| |
● | Net
income attributable to InterGroup was $1.437 million, or $0.67 per diluted share, compared
to a net loss attributable to InterGroup of $3.701 million, or $1.71 per share, in the prior-year
period. |
| |
● | The
nine-month period included a GAAP gain on sale of real estate of $3.508 million related to
the December 2025 disposition of a non-core multifamily property. |
Liquidity
and Capital Resources
As
of March 31, 2026, cash, cash equivalents and restricted cash totaled $17.323 million (cash and cash equivalents of $9.283 million and
restricted cash of $8.040 million). Marketable securities measured at fair value were $1.096 million at March 31, 2026. Restricted cash
consists primarily of funds held in lender-controlled accounts related to the Hotel financing.
Management
Commentary
David
C. Gonzalez, Chief Operating Officer of InterGroup, said:
“Our
third quarter results reflect improved operating performance year-over-year. For additional context, Hotel revenues for the quarter ended
March 31, 2026 exceeded the comparable pre-pandemic quarter ended March 31, 2019 by approximately $1.028 million.In hospitality, higher
room revenues and improved ADR and occupancy, together with improved room availability, contributed to stronger results. Across our real
estate portfolio, we remained focused on disciplined operations and property-level execution.”
John
V. Winfield, President, Chairman of the Board and Chief Executive Officer of InterGroup, added:
“We
remain cautiously optimistic that the recovery of the City of San Francisco is progressing, including signs of supporting in business
travel and event-related demand. On the investment side, results benefited from substantially lower losses in marketable securities compared
with the prior-year quarter, consistent with our focus on liquidity and risk awareness.”
About
The InterGroup Corporation
The
InterGroup Corporation (NASDAQ: INTG) is a diversified holding company with interests in hospitality, real estate, and marketable securities.
InterGroup consolidates its majority-owned subsidiary Portsmouth Square, Inc., which owns the Hilton San Francisco Financial District
hotel and related facilities.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements are not statements
of historical fact and are based on current expectations and assumptions. 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 March 31, 2026 and its Annual Report on Form 10-K for the
year ended June 30, 2025. 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