InterGroup (NASDAQ: INTG) replaces WithumSmith+Brown with Whitley Penn as auditor

Rhea-AI Filing Summary

The InterGroup Corporation changed its independent auditor on March 19, 2026. The company dismissed WithumSmith+Brown, PC as its independent registered public accounting firm and, on the same day, the Audit Committee approved the engagement of Whitley Penn LLP as the new independent auditor for the fiscal year ending June 30, 2026.

The company states that during the fiscal years ended June 30, 2025 and 2024, and through March 19, 2026, there were no disagreements with Withum on accounting principles, financial disclosures, or audit scope, and no reportable events under SEC rules. InterGroup also notes it did not consult Whitley in advance on specific accounting treatments or potential audit opinions before deciding on the new engagement.

Insights

Audit & Governance Analyst

InterGroup replaces its auditor with no reported disputes.

The InterGroup Corporation is transitioning from WithumSmith+Brown, PC to Whitley Penn LLP as independent auditor for the year ending June 30, 2026. The change was approved by the Audit Committee and is subject to Whitley Penn’s standard acceptance and independence procedures.

The company reports no disagreements or reportable events with the outgoing firm over the last two fiscal years and interim period, which indicates the change is not being driven by disclosed accounting disputes. It also states that neither the company nor its representatives consulted Whitley Penn on specific accounting treatments or potential audit opinions before the appointment.

This points to an administrative auditor transition rather than a problem-driven switch, based on the information provided. Future periodic reports for the June 30, 2026 fiscal year will show Whitley Penn’s first audit opinions and may offer more context on how the new firm approaches InterGroup’s financial reporting.

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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): March 19, 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 4.01. Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On March 19, 2026, The InterGroup Corporation (the “Company”) dismissed WithumSmith+Brown, PC, (“Withum”) as the Company’s independent registered public accounting firm, effective immediately. During the fiscal years ended June 30, 2025 and 2024 and the subsequent interim period through March 19, 2026, (i) there were no disagreements with Withum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Withum’s satisfaction, would have caused Withum to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Withum with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that Withum furnish it with a letter addressed to the SEC stating whether it agrees with the above statements in this Item 4.01(a). A copy of Withum’s letter, dated March 23, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

On March 19, 2026, the Audit Committee approved the engagement of Whitley Penn LLP (“Whitley”) as its new independent registered public accounting firm, effectively immediately, subject to Whitley’s completion of its standard client acceptance, independence procedures, and execution of a final engagement letter. This appointment will cover the Company’s fiscal year ending June 30, 2026, and related interim periods.

During the fiscal years ended June 30, 2025 and 2024, and the subsequent interim period through March 19, 2026, neither the Company nor anyone on its behalf consulted with Whitley regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Company, in connection with which neither a written report nor oral advice was provided to the Company that Whitley concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
16.1		Letter of WithumSmith+Brown, PC dated March 23, 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: March 23, 2026	By:	/s/ John V. Winfield
		Chairman of the Board; President and Chief Executive Officer

FAQ

What auditor change did The InterGroup Corporation (INTG) announce?

The InterGroup Corporation dismissed WithumSmith+Brown, PC as its independent registered public accounting firm and approved Whitley Penn LLP as its new auditor for the fiscal year ending June 30, 2026, subject to Whitley Penn’s standard client acceptance and independence procedures.

Were there any disagreements between INTG and its former auditor WithumSmith+Brown?

InterGroup reports no disagreements with WithumSmith+Brown, PC during the fiscal years ended June 30, 2025 and 2024, and through March 19, 2026, on accounting principles, financial statement disclosure, or audit scope, and states there were no reportable events under Item 304(a)(1)(v) of Regulation S-K.

What period will Whitley Penn LLP audit for The InterGroup Corporation (INTG)?

Whitley Penn LLP has been approved to serve as InterGroup’s independent registered public accounting firm for the fiscal year ending June 30, 2026, including related interim periods. This engagement follows completion of Whitley Penn’s client acceptance, independence checks, and execution of a final engagement letter.

Did INTG consult Whitley Penn before appointing it as auditor?

The company states that during the fiscal years ended June 30, 2025 and 2024, and through March 19, 2026, neither InterGroup nor anyone on its behalf consulted Whitley Penn about applying accounting principles to specific transactions or about the type of audit opinion that might be issued on its consolidated financial statements.

What document did WithumSmith+Brown provide to The InterGroup Corporation about the auditor change?

InterGroup provided WithumSmith+Brown a copy of the disclosure and requested a response letter to the SEC. Withum furnished a letter dated March 23, 2026, which is filed as Exhibit 16.1, stating whether it agrees with InterGroup’s statements about the auditor change in the report.

How does INTG describe reportable events related to its auditor transition?

InterGroup states that during the fiscal years ended June 30, 2025 and 2024, and the interim period through March 19, 2026, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K in connection with WithumSmith+Brown’s engagement as its independent registered public accounting firm.

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-16.1 EX-16.1 5.4 KB
• EX-16 GRAPHIC 10.1 KB
• EX-16 GRAPHIC 3.5 KB
• EX-16 GRAPHIC 18.8 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB