{"url_path":"/sec/krg/8-k/2026-06-29/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1286043/0001104659-26-078470-index.html","accession_number":"0001104659-26-078470","cik":"0001286043","ticker":"KRG","issuer_name":"KITE REALTY GROUP TRUST","edgar_url":"https://www.sec.gov/Archives/edgar/data/1286043/0001104659-26-078470-index.html","primary_entity_key":"0001286043","primary_entity_name":"KITE REALTY GROUP TRUST"},"word_count":1060,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n \n\nOn June 29, 2026,\nKite Realty Group, L.P. (the “Issuer”), the operating partnership through which Kite Realty Group Trust (the\n“Company”) holds substantially all of its assets and conducts substantially all of its activities, launched an offering\n(the “Offering”) of $300 million aggregate principal amount of exchangeable senior notes due 2032 (the\n“Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to\nRule 144A under the Securities Act of 1933 (the “Securities Act”). The Notes will be exchangeable into cash up to\nthe principal amount of the Notes exchanged and, if applicable, cash or common shares of beneficial interest, par value $0.01 per\nshare, of the Company (the “Common Shares”) or a combination thereof. On June 29, 2026, the Company and the Issuer\nissued a press release pursuant to Rule 135c under the Securities Act regarding commencement of the Offering. A copy of the\npress release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.\n\n \n\nIn connection with the\npricing of the Notes, the Issuer expects to enter into one or more privately negotiated capped call transactions with certain of the\ninitial purchasers or their respective affiliates or other financial institutions as option counterparties (the “Option\nCounterparties”). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those\napplicable to the Notes, the number of Common Shares underlying the Notes. If the initial purchasers exercise their option to\npurchase additional Notes, the Issuer expects to enter into additional capped call transactions with the Option Counterparties. The\ncapped call transactions are generally expected to reduce the potential dilution to the Common Shares upon any exchange of the Notes\nand/or offset any cash payments the Issuer is required to make in excess of the principal amount of such exchanged Notes, as the\ncase may be, with such reduction and/or offset subject to a cap.\n\n \n\nThe capped call transactions\nare separate transactions, are not part of the terms of the Notes, and will not change the holders’ rights under the Notes. Holders\nwill not have any rights with respect to the capped call transactions.\n\n \n\nThe information included in\nthis Current Report is neither an offer to sell nor a solicitation of an offer to buy any securities.\n\n \n\n**Forward-Looking Statements.**\n\n \n\nThis Current Report\ncontains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and\nSection 21E of the Securities Exchange Act of 1934. Such statements are based on assumptions and expectations that may not be\nrealized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and\nsome of which might not even be anticipated. Future events and actual results, performance, transactions or achievements, financial\nor otherwise, may differ materially from the results, performance, transactions or achievements, financial or otherwise, expressed\nor implied by the forward-looking statements.\n\n \n\nRisks, uncertainties and other\nfactors that might cause such differences, some of which could be material, include but are not limited to: the ability to enter into\none or more privately negotiated capped call transactions in connection with the Offering; economic, business, banking, real estate and\nother market conditions, particularly in connection with low or negative growth in the U.S. economy as well as economic uncertainty (including\nfrom an economic slowdown or recession, federal government shutdown, disruptions related to tariffs and other trade or sanction issues,\ngeopolitical instability, rising interest rates, inflation, unemployment, or limited growth in consumer income or spending); financing\nrisks, including the availability of, and costs associated with, sources of liquidity; the Company’s ability to refinance, or extend\nthe maturity dates of, the Company’s indebtedness; the level and volatility of interest rates; the financial stability of the Company’s\ntenants; the competitive environment in which the Company operates, including potential oversupplies of, or a reduction in demand for,\nrental space; acquisition, disposition, development and joint venture risks, including the ability to complete them on the terms and timing\nanticipated; property ownership and management risks, including the relative illiquidity of real estate investments, and expenses, vacancies\nor the inability to rent space on favorable terms or at all; the Company’s ability to maintain the Company’s status as a real\nestate investment trust for U.S. federal income tax purposes; potential environmental and other liabilities; impairment in the value of\nreal estate property the Company owns; the attractiveness of the Company’s properties to tenants; the actual and perceived impact\nof e-commerce on the value of shopping center assets, and changing demographics and customer traffic patterns; business continuity disruptions\nand a deterioration in the Company’s tenants’ ability to operate in affected areas or delays in the supply of products or\nservices to the Company or its tenants from vendors that are needed to operate efficiently; risks related to the Company’s current\ngeographical concentration of properties in the states of Texas, Florida, and North Carolina and the metropolitan statistical areas of\nNew York, Atlanta, Seattle, Chicago, and Washington, D.C.; civil unrest, acts of violence, terrorism or war, acts of God, climate change,\nepidemics, pandemics, natural disasters and severe weather conditions, including such events that may result in underinsured or uninsured\nlosses or other increased costs and expenses; changes in laws and government regulations, including governmental orders affecting the\nuse of the Company’s properties or the ability of its tenants to operate, and the costs of complying with such changed laws and\ngovernment regulations; possible changes in consumer behavior due to public health crises and the fear of future pandemics; the Company’s\nability to satisfy environmental, social or governance standards set by various constituencies; insurance costs and coverage, especially\nin Florida and Texas coastal areas and North Carolina; risks associated with cyberattacks and the loss of confidential information and\nother business disruptions; risks associated with the use of artificial intelligence and related tools; other factors affecting the real\nestate industry generally; and other risks identified in reports the Company files with the Securities and Exchange Commission or in other\ndocuments that it publicly disseminates, including, in particular, the section titled “Risk Factors” in the Company’s\nAnnual Report on Form 10-K for the fiscal year ended December 31, 2025, and in the Company’s quarterly reports on Form 10-Q.\nThe Company undertakes no obligation to publicly update or revise these forward-looking statements, whether as a result of new information,\nfuture events or otherwise."}