Kite Realty (NYSE: KRG) CFO awarded LP and LTIP units tied to performance

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Kite Realty Group Trust executive vice president and chief financial officer Heath R. Fear reported awards of partnership-based equity on February 19, 2026. He acquired 42,807 Limited Partnership Units and an additional 33,965 LTIP Units of Kite Realty Group, L.P. through grants at no cash cost.

According to the disclosures, LTIP Units vest in equal installments on February 19, 2027, February 19, 2028, and February 19, 2029, subject to continued service. A portion of the LTIP Units was earned based on performance over a three-year period ended February 13, 2026. The filing also notes LP Units and vested LTIP Units are exchangeable into an equal number of common shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Heath R Fear

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Limited Partnership Units of Kite Realty Group, L.P.	42,807	$0.00	--
Grant/Award	Limited Partnership Units of Kite Realty Group, L.P.	33,965	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Limited Partnership Units of Kite Realty Group, L.P. — 566,279 shares (Direct); Common Shares — 69,265 shares (Direct)

Footnotes (1)

Common Shares of beneficial interest, par value of $0.01 per share (the "Common Shares"), are issued upon the redemption and tender of Limited Partnership Units ("LP Units") of Kite Realty Group, L.P. on a one-for-one basis. LP Units have no expiration date. Represents the grant of LTIP Units (as defined below) pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan, as amended (the "Plan"). These LTIP Units will vest in equal amounts on February 19, 2027, February 19, 2028, and February 19, 2029, subject to continued service by the reporting person through the applicable vesting date. LTIP Units ("LTIP Units") are a class of LP Units that, if vested, are convertible at the option of the holder, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into an equal number of LP Units. Represents LTIP Units under the Plan, which were earned based on the achievement of certain performance measures during the three-year performance period ended February 13, 2026.

Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 06:57 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Heath R Fear

(Last)

(First)

(Middle)

30 SOUTH MERIDIAN ST.

SUITE 1100

(Street)

INDIANAPOLIS

46204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KITE REALTY GROUP TRUST [ KRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								69,265	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Limited Partnership Units of Kite Realty Group, L.P.	⁽¹⁾	02/19/2026		A		42,807⁽²⁾		⁽¹⁾	⁽¹⁾	Common Shares	42,807	$0	566,279	D
Limited Partnership Units of Kite Realty Group, L.P.	⁽¹⁾	02/19/2026		A		33,965⁽³⁾		⁽¹⁾	⁽¹⁾	Common Shares	33,965	$0	600,244	D

Explanation of Responses:

1. Common Shares of beneficial interest, par value of $0.01 per share (the "Common Shares"), are issued upon the redemption and tender of Limited Partnership Units ("LP Units") of Kite Realty Group, L.P. on a one-for-one basis. LP Units have no expiration date.

2. Represents the grant of LTIP Units (as defined below) pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan, as amended (the "Plan"). These LTIP Units will vest in equal amounts on February 19, 2027, February 19, 2028, and February 19, 2029, subject to continued service by the reporting person through the applicable vesting date. LTIP Units ("LTIP Units") are a class of LP Units that, if vested, are convertible at the option of the holder, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into an equal number of LP Units.

3. Represents LTIP Units under the Plan, which were earned based on the achievement of certain performance measures during the three-year performance period ended February 13, 2026.

Remarks:

	/s/ Heath R. Fear	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What equity did KRG CFO Heath Fear acquire in this Form 4 filing?

Heath R. Fear received grants of Limited Partnership Units and LTIP Units of Kite Realty Group, L.P. The awards totaled 42,807 LP Units and 33,965 LTIP Units, representing equity-based compensation rather than open-market share purchases or sales.

How do Kite Realty Group (KRG) LTIP Units convert into common shares?

The filing states LTIP Units are a class of LP Units that, once vested and meeting tax allocation conditions, may be converted into LP Units. LP Units are then redeemable for common shares on a one-for-one basis, effectively linking these units to future common share ownership.

What is the vesting schedule for the KRG CFO’s LTIP Unit grant?

The LTIP Units granted to the CFO vest in three equal installments. Vesting occurs on February 19, 2027, February 19, 2028, and February 19, 2029, and is contingent on the executive’s continued service with Kite Realty Group through each applicable vesting date.

Were any of the Kite Realty (KRG) LTIP Units performance-based?

Yes. A portion of the LTIP Units was earned based on specified performance measures. The performance period covered three years and ended on February 13, 2026, meaning these units reflect achievement against pre-established metrics over that timeframe.

Did the KRG CFO pay cash for the LP and LTIP Units reported?

No cash consideration is indicated for these awards. The transactions are coded as grants or awards with a reported price of $0.0000 per unit, consistent with equity incentive compensation granted under the company’s 2013 Equity Incentive Plan, as amended.

How many KRG common shares does the CFO directly hold after these transactions?

The reporting shows direct ownership of 69,265 common shares following the reported transactions. This figure is separate from his holdings of LP Units and LTIP Units, which are partnership interests that may later be exchangeable into additional common shares.