{"url_path":"/sec/krg/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1286043/0001104659-26-080362-index.html","accession_number":"0001104659-26-080362","cik":"0001286043","ticker":"KRG","issuer_name":"KITE REALTY GROUP TRUST","edgar_url":"https://www.sec.gov/Archives/edgar/data/1286043/0001104659-26-080362-index.html","primary_entity_key":"0001286043","primary_entity_name":"KITE REALTY GROUP TRUST"},"word_count":1690,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\n*Indenture and Notes*\n\n \n\nOn July 2, 2026, Kite\nRealty Group, L.P. (the “Issuer”), the operating partnership through which Kite Realty Group Trust (the “Company”)\nholds substantially all of its assets and conducts substantially all of its activities, issued $345 million aggregate principal amount\nof 3.25% Exchangeable Senior Notes due 2032 (the “Notes”). Pursuant to the purchase agreement among the Issuer, the Company\nand the representatives of the initial purchasers of the Notes, the Issuer also granted the initial purchasers of the Notes an option\nto purchase up to an additional $45 million aggregate principal amount of Notes. The Notes issued on July 2, 2026 include $45 million\naggregate principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option. The Notes were issued\npursuant to, and are governed by, an Indenture, dated as of July 2, 2026 (the “Indenture”), among the Issuer, the Company,\nand U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes were sold in a private placement\nto persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended\n(the “Securities Act”).\n\n \n\nThe Notes are the Issuer’s\nsenior unsecured obligations and rank equally in right of payment with all of the Issuer’s other senior unsecured indebtedness\nand are effectively subordinated in right of payment to all of the Issuer’s secured indebtedness (to the extent of the collateral\nsecuring such indebtedness) and to all liabilities and preferred equity of the Issuer’s subsidiaries.\n\n \n\nThe Notes accrue interest\npayable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2027, at a rate of 3.25%\nper year. The Notes will mature on April 15, 2032 (the “Maturity Date”), unless earlier exchanged, repurchased, or redeemed.\nPrior to the close of business on the business day immediately preceding January 15, 2032, the Notes are exchangeable into cash\nup to the 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, only upon certain circumstances and during certain\nperiods. On or after January 15, 2032, the Notes will be exchangeable into cash up to the principal amount of the Notes exchanged\nand, if applicable, cash or Common Shares or a combination thereof at the option of the holders at any time prior to the close of business\non the second scheduled trading day preceding the Maturity Date. The exchange rate initially equals 28.2466 Common Shares per $1,000\nprincipal amount of Notes, which is equivalent to an exchange price of approximately $35.40 per Common Share and an exchange premium\nof approximately 22.5% based on the closing price of $28.90 per Common Share on June 29, 2026. The exchange rate is subject to adjustment\nupon the occurrence of certain events, but it will not be adjusted for any accrued and unpaid interest.\n\n \n\nThe Issuer may redeem the\nNotes, at its option, in whole or in part, on any business day on or after July 20, 2029, if the last reported sale price of the\nCommon Shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during\nany 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Issuer provides\nnotice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid\ninterest to, but excluding, the redemption date (the “redemption price”). The Issuer also has the right, at its election,\nto redeem all or any portion of the Notes at any time and from time to time at the redemption price to the extent necessary to preserve\nthe Company’s status as a real estate investment trust for U.S. federal income tax purposes, as reasonably determined by the Company’s\nBoard of Trustees. The Issuer may also redeem the Notes, in whole but not in part, at any time in cash at the redemption price if the\naggregate principal amount of Notes that remains outstanding at such time is less than 10% of the aggregate principal amount of Notes\ninitially issued under the Indenture.\n\n \n\nIf the Issuer or the Company\nundergoes a fundamental change (as defined in the Indenture), holders of the Notes may require the Issuer to purchase the Notes in whole\nor in part for cash at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest,\nif any, to, but excluding, such purchase date.\n\n \n\nIf an event of default (as\ndefined in the Indenture) occurs and is continuing, the Trustee by notice to the Issuer, or the holders of at least 25% in aggregate\nprincipal amount of the Notes then outstanding by notice to the Issuer and the Trustee, may declare 100% of the principal and accrued\nand unpaid interest on the Notes to be due and payable. In the case of an event of default arising out of certain bankruptcy or insolvency\nevents (as set forth in the Indenture), 100% of the principal and accrued and unpaid interest on the Notes will automatically become\ndue and payable.\n\n \n\nThe net proceeds from the\noffering, after deducting the initial purchasers’ discount and estimated offering costs and expenses payable by the Issuer and\nthe Company, were approximately $335.7 million.\n\n \n\n \n\n \n\n \n\nThe foregoing description\nis qualified in its entirety by the full text of the Indenture, a copy of which is attached hereto as Exhibit 4.1. The terms of\nthe Indenture, including the form of the Notes attached hereto as Exhibit 4.2, are incorporated herein by reference.\n\n \n\n*Registration Rights Agreement*\n\n \n\nIn connection with the issuance\nand sale of the Notes, on July 2, 2026, the Issuer and the Company also entered into a registration rights agreement (the “Registration\nRights Agreement”) with the initial purchasers of the Notes.\n\n \n\nPursuant to the Registration Rights Agreement,\nthe Company has agreed that it will, at its cost:\n\n \n\n·as\npromptly as practicable following the date on which the Company becomes eligible to file\nan automatic shelf registration statement (but in no event more than 90 days after the first\ndate of original issuance of the Notes), (i) file with the Securities and Exchange Commission\na shelf registration statement (which shall be an automatic shelf registration statement\nif the Company is eligible to file an automatic shelf registration at the time such filing\nis made) and/or (ii) file one or more prospectus supplements to an already effective\nshelf registration statement, covering resales of Common Shares, if any, issuable upon exchange\nof the Notes;\n\n \n\n·if\nthe shelf registration statement filed is not an automatic shelf registration statement,\nthen the Company will use its commercially reasonable efforts to cause the shelf registration\nstatement or resale prospectus supplement to become effective within 180 days after the first\ndate of original issuance of the Notes; and\n\n \n\n·use\ncommercially reasonable efforts to keep the shelf registration statement or resale prospectus\neffective until the earlier of (1) the 30th trading day immediately following the Maturity\nDate (subject to extension for any suspension of the effectiveness of the registration during\nsuch 30-trading day period immediately following the Maturity Date) and (2) the date\non which there are no longer outstanding any Notes or Common Shares issued upon exchange\nof the Notes that would be “restricted” securities (within the meaning of Rule 144).\n\n \n\nIf the Issuer does not fulfill\ncertain of its obligations under the Registration Rights Agreement with respect to the Notes, the Issuer will be required to pay additional\ninterest to holders of the Notes. If a holder of the Notes exchanges some or all of its Notes for Common Shares, such holder will not\nbe entitled to additional interest with respect to the Common Shares. However, if a holder of the Notes exchanges its Notes when there\nexists a registration default with respect to the Common Shares, the Issuer will increase the applicable exchange rate by 3% instead\nof paying any additional interest on such Common Shares.\n\n \n\nThe foregoing description\nis qualified in its entirety by the full text of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 4.3.\nThe terms of the Registration Rights Agreement are incorporated herein by reference.\n\n \n\n*Capped Call Transactions*\n\n \n\nOn June 29, 2026 and\nJuly 1, 2026, in connection with the pricing of the Notes, the Issuer entered into privately negotiated capped call transactions\n(the “Capped Call Transactions”) with certain financial institutions, including the initial purchasers of the Notes or their\nrespective affiliates (the “Capped Call Counterparties”). The Capped Call Transactions cover, subject to anti-dilution adjustments\nsubstantially similar to those applicable to the Notes, the number of Common Shares underlying the Notes. The Capped Call Transactions\nare generally expected to reduce the potential dilution to holders of the Common Shares upon exchange of the Notes and/or offset the\npotential cash payments the Issuer could be required to make in excess of the principal amount of any exchanged Notes upon exchange thereof,\nwith such reduction and/or offset subject to a cap.\n\n \n\nThe cap price of the Capped\nCall Transactions is initially $41.91, which represents a premium of approximately 45% over the last reported sale price of the Common\nShares on the New York Stock Exchange on June 29, 2026, and is subject to anti-dilution adjustments under the terms of the Capped\nCall Transactions.\n\n \n\nThe Capped Call Transactions\nare separate transactions entered into by the Issuer with the Capped Call Counterparties, are not part of the terms of the Notes, and\nwill not change any holder’s rights under the Notes. Holders of the Notes will not have any rights with respect to the Capped Call\nTransactions.\n\n \n\n \n\n \n\n \n\nThe foregoing description\nis qualified in its entirety by the full text of the form of confirmation for the Capped Call Transactions, a copy of which is attached\nhereto as Exhibit 10.1. The terms of the form of confirmation for the Capped Call Transactions are incorporated herein by reference."}