InvenTrust Properties Corp.
For the period ended Sep 30, 2026. Filed Oct 27, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 27, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. Readers of these interim condensed consolidated financial statements in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (this "Quarterly Report") should refer to the audited consolidated financial statements of InvenTrust Properties Corp. (the "Company" or "InvenTrust") as of and for the year ended December 31, 2025, which are included in the Company's Annual Report on Form 10-K (the "Annual Report") as certain note disclosures contained in such audited consolidated financial statements have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary (consisting of normal recurring accruals, except as otherwise noted) for a fair presentation have been included in these condensed consolidated financial statements. Unless otherwise noted, all square feet and dollar amounts are stated in thousands, except share, per share and per square foot data. Number of properties and square feet are unaudited.
- Organization
On October 4, 2004, InvenTrust Properties Corp. was incorporated as Inland American Real Estate Trust, Inc., a Maryland corporation, and elected to operate in a manner to be taxed as a real estate investment trust ("REIT") for federal tax purposes. The Company changed its name to InvenTrust Properties Corp. in April of 2015 and is focused on owning, leasing, redeveloping, acquiring, and managing a multi-tenant retail platform.
As a REIT, the Company is entitled to a tax deduction for some or all of the dividends paid to stockholders. Accordingly, the Company generally will not be subject to federal income taxes as long as it currently distributes to stockholders an amount equal to or in excess of the Company's taxable income. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates.
The accompanying condensed consolidated financial statements include the accounts of the Company, as well as all wholly-owned subsidiaries. Subsidiaries generally consist of limited liability companies and limited partnerships. All significant intercompany balances and transactions have been eliminated. Each retail property is owned by a separate legal entity that maintains its own books and financial records. Each separate legal entity's assets are not available to satisfy the liabilities of other affiliated entities.
The Company has a single reportable segment, multi-tenant retail, for disclosure purposes in accordance with GAAP. The following table summarizes the Company's retail portfolio as of September 30, 2026 and 2025:
| As of September 30 | ||
|---|---|---|
| 2026 | 2025 | |
| No. of properties | 78 | 71 |
| Gross Leasable Area ("GLA") (square feet) | 12,301 | 11,347 |
- Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, judgments, and assumptions are required in a number of areas, including, but not limited to, evaluating the impairment of long-lived assets, allocating the purchase price of acquired retail properties, determining the fair value of debt, and evaluating the collectability of accounts receivable. The Company bases these estimates, judgments, and assumptions on historical experience and various other factors that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates.
Recently Issued Accounting Pronouncements Not Yet Adopted
The following table summarizes recently issued accounting pronouncements and the potential impact on the Company:
| Standard | Description | Effective date | Effect on the financial statements or other significant matters |
|---|---|---|---|
| ASU No. 2024-03 Disaggregation of Income Statement Expenses (Subtopic 220-40) and related updates | The Accounting Standards Update ("ASU") is intended to improve financial reporting by requiring more granular disclosures about an entity’s expenses so investors can better understand performance, prospects for future cash flows and comparability over time.The primary goal is to improve the decision-usefulness of expense information through disaggregation of relevant expense captions in the notes to the financial statements. | Annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. | The Company continues to evaluate this guidance and expects the impact to be limited to incremental disclosure.The Company does not expect the standard to have an impact on the Company's financial position, results of operations, or cash flows. |
| ASU No. 2025-11 Interim Reporting (Topic 270) and related updates | The ASU is intended to improve the navigability of the interim guidance by clarifying when it applies and creating a comprehensive list of required interim disclosures.The ASU incorporates an interim disclosure principle requiring entities to disclose material events and changes that occur after the end of the most recent annual reporting period. | Interim reporting periods within annual reporting periods beginning after December 15, 2027. | The ASU states that U.S. Securities and Exchange Commission ("SEC") registrants should refer to the relevant form and content requirements under Reg S-X, Rule 10-01 and Reg S-X, Rule 8-03.As the Company is already in compliance with the aforementioned requirements, the Company does not expect this guidance to result in meaningful changes in the Company's interim disclosure. |
Other recently issued accounting standards or pronouncements not disclosed in the foregoing table have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on the condensed consolidated financial statements of the Company.
- Revenue Recognition
Operating Leases
Minimum lease payments to be received under long-term operating leases and short-term specialty leases, excluding additional percentage rent based on tenants' sales volume and tenant reimbursements of certain operating expenses, and assuming no exercise of renewal options or early termination rights, are as follows:
| As of September 30, 2026 | |
|---|---|
| Remaining 2026 | $62,044 |
| 2027 | 242,032 |
| 2028 | 219,406 |
| 2029 | 188,902 |
| 2030 | 160,672 |
| Thereafter | 588,829 |
| Total | $1,461,885 |
The foregoing table includes payments from tenants who have taken possession of their space and tenants who have been moved to the cash basis of accounting for revenue recognition purposes. The remaining lease terms range from less thanone year tofifty-four years.
The following table presents the disaggregation of lease income, net:
| Three months ended September 30 | Nine months ended September 30 | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Minimum base rent | $55,480 | $47,632 | $160,396 | $141,856 |
| Real estate tax recoveries | 9,624 | 8,516 | 28,015 | 26,509 |
| Common area maintenance, insurance, and other recoveries | 10,995 | 9,228 | 31,767 | 27,737 |
| Ground rent income | 5,968 | 5,449 | 17,628 | 15,527 |
| Amortization of market-lease intangibles and inducements, net | 2,063 | 1,186 | 6,014 | 3,170 |
| Short-term and other lease income | 1,082 | 859 | 3,339 | 3,084 |
| Termination fee income | 42 | 146 | 875 | 204 |
| Straight-line rent adjustments, net | 1,622 | 1,121 | 3,802 | 2,859 |
| Provision for estimated credit losses | (245) | (118) | (752) | (408) |
| Lease income, net | $86,631 | $74,019 | $251,084 | $220,538 |
- Acquired Properties
The following table reflects the retail properties acquired during the nine months ended September 30, 2026:
| Month Acquired | Property | Market | GLA (Square Feet) | Gross Acquisition Price |
|---|---|---|---|---|
| Feb-26 | Marketplace at Hudson Station | Phoenix, AZ | 60 | $31,250 |
| Feb-26 | Nashville West | Nashville, TN | 324 | 88,000 |
| Mar-26 | The Centre on Hugh Howell - Outparcel (a) | Atlanta, GA | 7 | 3,731 |
| May-26 | 3609 South | Charlotte, NC | 29 | 16,600 |
| Jun-26 | Sweetgrass Corner | Charleston, SC | 95 | 50,995 |
| Jun-26 | Western Plaza | Knoxville, TN | 162 | 65,000 |
| Jul-26 | New Garden Crossing | Greensboro, NC | 169 | 34,000 |
| 846 | $289,576 | |||
(a)The Company acquired a single-tenant outparcel adjacent to this retail property. The assets, liabilities, and operations of the outparcel acquired are combined for presentation purposes with the retail property already owned by the Company.
The following table reflects the retail properties acquired during the nine months ended September 30, 2025:
| Month Acquired | Property | Market | GLA (Square Feet) | Gross Acquisition Price | Assumption of Mortgage Debt |
|---|---|---|---|---|---|
| Apr-25 | Plaza Escondida (a) | Tucson, AZ | 91 | $23,000 | $7,981 |
| Apr-25 | Carmel Village | Charlotte, NC | 54 | 19,925 | — |
| Jun-25 | West Ashley Station (b) | Charleston, SC | 79 | 26,600 | — |
| Jun-25 | Twelve Oaks Shopping Center | Savannah, GA | 106 | 35,850 | — |
| Jul-25 | The Marketplace at Encino Park | San Antonio, TX | 92 | 38,500 | — |
| Jul-25 | West Broad Marketplace | Richmond, VA | 386 | 86,000 | — |
| Aug-25 | Asheville Market (c) | Asheville, NC | 130 | 45,700 | 22,281 |
| Sep-25 | Rea Farms | Charlotte, NC | 183 | 80,000 | — |
| 1,121 | $355,575 | $30,262 | |||
(a)The Company recognized a fair value adjustment of $507 related to the mortgage payable secured by the property.
(b)The Company recognized a finance lease liability of $10,973 associated with the ground lease assumed upon the acquisition of this property. See "Note 11. Commitments and Contingencies".
(c)The Company recognized a fair value adjustment of $607 related to the mortgage payable secured by the property.
The following table presents the Company's purchase price allocations of retail properties acquired, accounted for as asset acquisitions, during the nine months ended September 30, 2026 and 2025:
| 2026 Acquisitions | 2025 Acquisitions | |||
|---|---|---|---|---|
| Amount | Weighted AverageUseful Life (in Years) | Amount | Weighted AverageUseful Life (in Years) | |
| Land | $50,041 | N/A | $52,763 | N/A |
| Building, roofs, and site improvements | 196,278 | 28.3 | 246,589 | 28.0 |
| Finance lease fair value adjustment (a) | — | N/A | (2,008) | 66.6 |
| In-place lease intangibles | 53,199 | 7.2 | 77,020 | 8.5 |
| Above-market lease intangibles | 3,107 | 8.0 | 2,221 | 7.8 |
| Mortgage payable fair value adjustments | — | N/A | 1,114 | 3.7 |
| Below-market lease intangibles | (16,345) | 13.0 | (22,679) | 14.9 |
| Net assets acquired | 286,280 | 355,020 | ||
| Capitalized acquisition costs | (1,527) | (2,336) | ||
| Closing credits | 4,823 | 2,891 | ||
| Gross acquisition price | $289,576 | $355,575 | ||
(a)The Company recognized a fair value adjustment to the finance lease right-of-use ("ROU") asset related to the ground lease assumed upon the acquisition of West Ashley Station. See "Note 11. Commitments and Contingencies".
- Disposed Properties
The following table reflects the real property disposed of during the nine months ended September 30, 2026.
| Month Disposed | Property | Market | GLA (Square Feet) | Gross Disposition Price | Gain on Sale |
|---|---|---|---|---|---|
| Sep-26 | Eldridge Town Center | Houston, TX | 144 | $36,000 | $17,379 |
The following table reflects the real property disposed of during the nine months ended September 30, 2025:
| Month Disposed | Property | Market | GLA (Square Feet) | Gross Disposition Price | Gain on Sale |
|---|---|---|---|---|---|
| Jun-25 | California portfolio disposition (a) | California | 746 | $306,000 | $90,909 |
| Sep-25 | Custer Creek Village (b) | Dallas, TX | N/A | 229 | 52 |
| 746 | $306,229 | $90,961 | |||
(a)The Company disposed offive properties, consisting of River Oaks Shopping Center, Campus Marketplace, Old Grove Marketplace, Bear Creek Village Center, and Pavilion at La Quinta, as part of a portfolio sale.
(b)This disposition was related to the completion of a partial condemnation at one retail property.
- Debt
The Company's debt consists of mortgages payable, unsecured term loans, senior notes, an unsecured revolving credit facility, and a finance lease liability. The Company believes it has the ability to repay, refinance, or extend any of its debt, and that it has adequate sources of funds to meet short-term cash needs. The Company intends to use cash on hand, available capacity on credit agreements, if any, and proceeds from property sales, to repay, refinance, or extend the mortgages payable maturing in the near term.
The Company's credit agreements and mortgage loans require compliance with certain covenants, such as debt service coverage ratios, investment restrictions, and distribution limitations. As of September 30, 2026 and December 31, 2025, the Company was in compliance with all loan covenants.
Credit Agreements
The Company has a $500 million revolving credit facility (the "Revolving Credit Facility"). The Revolving Credit Facility is scheduled to mature on January 15, 2029, withone 6-month extension option. On August 25, 2025, the Company entered into an amendment to the Revolving Credit Facility, which modified the applicable interest rate thereunder by removing the credit spread adjustment to SOFR, in addition to other modifications. As of September 30, 2026, the Company had available liquidity of $480 million under the Revolving Credit Facility.
On August 25, 2025, the Company entered into an amendment (the "Term Loan Amendment") to its $400 million Term Loan Credit Agreement (the "Amended Term Loan Agreement"), which provides for, among other things, an extension of the maturity dates of each tranche. The Amended Term Loan Agreement consists of a $200 million 5-year tranche maturing on August 26, 2030, and a $200 million 5.5-year tranche maturing February 24, 2031. The Term Loan Amendment also modified the interest rates, with each tranche bearing interest at a rate equal to, at the Company's option, term SOFR, daily simple SOFR or the adjusted base rate (with no credit spread adjustment) plus a margin ranging from 115 to 160 basis points (in the case of SOFR loans) and 15 to 60 basis points (in the case of base rate loans), in each case, based on the Company's leverage ratio.
On September 22, 2026, pursuant to the existing provisions of the Amended Term Loan Agreement, the Company elected to change its interest rate benchmark from 1-Month Term SOFR to Daily Simple SOFR for its $200 million 5-year tranche term loan maturing August 26, 2030. Concurrent with this election, the Company's existing 1-Month Term SOFR swaps expired and its $200 million notional forward-starting Daily Simple SOFR swaps became effective.
Senior Notes
The Company issued $250 million aggregate principal amount of senior notes in a private placement, of which (i) $150 million are designated as 5.07% senior notes, Series A, due August 11, 2029 and (ii) $100 million are designated as 5.20% senior notes, Series B, due August 11, 2032 (collectively, the "2022 Notes"). The 2022 Notes were issued at par and pay interest semiannually on February 11th and August 11th until their respective maturities. The 2022 Notes are required to be absolutely and unconditionally guaranteed by certain subsidiaries of the Company that guarantee certain primary credit facilities of the Company. Currently, there are no subsidiary guarantees of the 2022 Notes.
On June 29, 2026, the Company issued $250 million aggregate principal amount of senior notes in a private placement, of which (i) $50 million are designated as 5.09% senior notes, Series A, due June 29, 2029, (ii) $100 million are designated as 5.32% senior notes, Series B, due June 29, 2031, and (iii) $100 million are designated as 5.60% senior notes, Series C, due June 29, 2033 (collectively, the "2026 Notes") pursuant to a note purchase agreement, dated April 16, 2026, between the Company and the various purchasers named therein. The 2026 Notes were issued at par and pay interest semiannually on June 29th and December 29th until their respective maturities. The 2026 Notes are required to be absolutely and unconditionally guaranteed by certain subsidiaries of the Company that guarantee certain primary credit facilities of the Company. Currently, there are no subsidiary guarantees of the 2026 Notes.
Finance Lease Liability
On June 10, 2025, in connection with its acquisition of West Ashley Station, the Company assumed a ground lease and recognized a related finance lease liability of $10,973. As of September 30, 2026, the balance of the finance lease liability was $11,235. See "Note 11. Commitments and Contingencies".
The following table summarizes the Company's debt as of September 30, 2026 and December 31, 2025:
| As of September 30, 2026 · As of December 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Maturity · Rate Type · Interest Rate · Amount · Interest Rate · Amount | ||||||||
| Mortgages Payable | ||||||||
| Total mortgages payable | Various | Fixed | 4.28% (a) | $117,029 | 4.28% (a) | $117,605 | ||
| Term Loan | ||||||||
| $200.0 million 5 year | Aug-30 | Fixed | 4.50% (b) | 100,000 | 2.66% (d) | 100,000 | ||
| $200.0 million 5 year | Aug-30 | Fixed | 4.50% (b) | 100,000 | 2.66% (d) | 100,000 | ||
| $200.0 million 5.5 year | Feb-31 | Fixed | 2.63% (c) | 50,000 | 2.63% (c) | 50,000 | ||
| $200.0 million 5.5 year | Feb-31 | Fixed | 2.69% (c) | 50,000 | 2.69% (c) | 50,000 | ||
| $200.0 million 5.5 year | Feb-31 | Fixed | 4.84% (c) | 100,000 | 4.84% (c) | 100,000 | ||
| Total | 400,000 | 400,000 | ||||||
| Senior Notes | ||||||||
| 2022 Senior Notes | ||||||||
| $150.0 million Series A Notes | Aug-29 | Fixed | 5.07% | 150,000 | 5.07% | 150,000 | ||
| $100.0 million Series B Notes | Aug-32 | Fixed | 5.20% | 100,000 | 5.20% | 100,000 | ||
| 2026 Senior Notes | ||||||||
| $50.0 million Series A Notes | Jun-29 | Fixed | 5.09% | 50,000 | N/A | — | ||
| $100.0 million Series B Notes | Jun-31 | Fixed | 5.32% | 100,000 | N/A | — | ||
| $100.0 million Series C Notes | Jun-33 | Fixed | 5.60% | 100,000 | N/A | — | ||
| Total | 500,000 | 250,000 | ||||||
| Revolving Credit Facility | ||||||||
| $500.0 million total capacity | Jan-29 | Variable | 1M SOFR + 1.05% (e)(f) | 20,000 | 1M SOFR +1.05% (e)(f) | 55,000 | ||
| Total secured and unsecured debt | 4.70% | 1,037,029 | 4.04% | 822,605 | ||||
| Finance Lease Liability | ||||||||
| West Ashley Station Ground Lease | Jan-92 | N/A | N/A | 11,235 | N/A | 11,082 | ||
| Debt discounts and financing costs, net | (8,061) | (7,806) | ||||||
| Debt, net | $1,040,203 | $825,881 | ||||||
(a)Interest rates reflect the weighted average of the Company's mortgages payable.
(b)Interest rates reflect the fixed rates achieved through the Company's interest rate swaps that became effective September 22, 2026, when previous swaps expired.
(c)Interest rates reflect the fixed rates achieved through the Company's effective interest rate swaps terminating on March 22, 2027, at which point the weighted average fixed interest rate will become 4.58%.
(d)Interest rates reflect the fixed rates achieved through the Company's historical interest rate swaps.
(e)As of September 30, 2026 and December 31, 2025, 1-Month Term SOFR was 3.91% and 3.69%, respectively.
(f)Interest rate applies to drawn balance only. An additional annual facility fee of 0.15% applies to entire Revolving Credit Facility capacity.
The following table summarizes the scheduled payments and maturities of the Company's debt as of September 30, 2026:
| Scheduled maturities by year: · Mortgage Payments · Mortgage Maturities · Term Loan & Senior Notes · RevolvingCredit Facility · Total | ||||||
|---|---|---|---|---|---|---|
| Remaining 2026 | $197 | $— | $— | $— | $197 | |
| 2027 | 810 | 26,000 | — | — | 26,810 | |
| 2028 | 495 | 21,321 | — | — | 21,816 | |
| 2029 | 449 | 61,750 | 200,000 | 20,000 | 282,199 | |
| 2030 | 154 | 5,853 | 200,000 | — | 206,007 | |
| Thereafter | — | — | 500,000 | — | 500,000 | |
| Total | $2,105 | $114,924 | $900,000 | $20,000 | $1,037,029 | |
| Finance lease liability | 11,235 | |||||
| Debt discounts and financing costs, net | (8,061) | |||||
| Total Debt, net | $1,040,203 | |||||
- Fair Value Measurements
Recurring Measurements
The following table summarizes the financial instruments remeasured at fair value on a recurring basis:
| Fair Value Measurements as of | ||||||
|---|---|---|---|---|---|---|
| September 30, 2026 | December 31, 2025 | |||||
| Cash Flow Hedges: (a) (b) | Level 1 | Level 2 (c) | Level 3 | Level 1 | Level 2 (c) | Level 3 |
| Derivative interest rate swap assets | — | $20,266 | — | — | $5,196 | — |
| Derivative interest rate swap liabilities | $— | $— | $— | $— | $(435) | $— |
(a)During the twelve months subsequent to September 30, 2026, an estimated $4,811 of derivative interest rate balances recognized in accumulated comprehensive income will be reclassified into earnings.
(b)As of September 30, 2026 and December 31, 2025, the Company determined that the credit valuation adjustments associated with nonperformance risk are not significant to the overall valuation of its derivatives. As a result, the Company's derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy.
(c)Derivative assets or liabilities are recognized as a part of deferred costs and other assets, net or other liabilities, respectively.
Nonrecurring Measurements
Investment Properties
During thenine months ended September 30, 2026 and 2025, the Company hadno Level 3 nonrecurring fair value measurements.
Financial Instruments Not Measured at Fair Value
The following table summarizes the estimated fair value of financial instruments presented at carrying values in the Company's condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||
|---|---|---|---|---|---|---|
| Carrying Value | Estimated Fair Value | Market Interest Rate | Carrying Value | Estimated Fair Value | Market Interest Rate | |
| Mortgages Payable | $117,029 | $110,583 | 7.02% | $117,605 | $111,945 | 6.09% |
| Senior Notes | 500,000 | 477,520 | 6.41% | 250,000 | 248,320 | 5.24% |
| Term Loan | 400,000 | 399,300 | 5.89% | 400,000 | 398,701 | 4.64% |
| Revolving Credit Facility | 20,000 | 20,027 | 5.64% | 55,000 | 54,957 | 4.37% |
The market interest rates used to estimate the fair value of the Company's mortgages payable, senior notes, term loan, and Revolving Credit Facility reflect the terms currently available on similar borrowing terms to borrowers with credit profiles similar to that of the Company. Debt instrument valuations are classified within Level 2 of the fair value hierarchy.
- Earnings Per Share and Equity Transactions
Basic earnings per share ("EPS") is computed by dividing net income or loss attributed to common shares by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that may occur from awards issued pursuant to stock-based compensation plans.
The following table reconciles the amounts used in calculating basic and diluted EPS:
| Three months ended September 30 | Nine months ended September 30 | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Numerator: | ||||
| Net income attributed to common shares - basic and diluted | $19,413 | $6,026 | $25,966 | $108,760 |
| Denominator: | ||||
| Weighted average common shares outstanding - basic | 77,975,439 | 77,615,993 | 77,954,965 | 77,590,691 |
| Dilutive effect of unvested restricted shares | 750,712 | 882,880 | 677,048 | 726,860 |
| Weighted average common shares outstanding - diluted | 78,726,151 | 78,498,873 | 78,632,013 | 78,317,551 |
| Basic and diluted earnings per common share: | ||||
| Net income per common share - basic | $0.25 | $0.08 | $0.33 | $1.40 |
| Net income per common share - diluted | $0.25 | $0.08 | $0.33 | $1.39 |
ATM Program
The Company maintains an at-the-market equity offering program (the "ATM Program") through which the Company may sell from time to time up to an aggregate of $250.0 million of its common stock. In connection with the ATM Program, the Company may sell shares of its common stock to or through sales agents, or may enter into separate forward sale agreements with one of the agents, or one of their respective affiliates, as a forward purchaser. During the nine months ended September 30, 2026 and 2025, no shares were issued under the ATM Program. As of September 30, 2026, $236.7 million of common stock remains available for issuance under the ATM Program.
Share Repurchase Program
The Company maintains a share repurchase program (the "SRP") of up to $150.0 million of the Company's outstanding shares of common stock. The SRP may be suspended or discontinued at any time, and does not obligate the Company to repurchase any dollar amount or particular amount of shares. As of September 30, 2026, the Company hasnot repurchased any common stock under the SRP.
- Stock-Based Compensation
Incentive Award Plan
The Company grants equity awards under the InvenTrust Properties Corp. 2015 Incentive Award Plan (as amended, the "Incentive Award Plan"). The aggregate number of shares of common stock that may be issued pursuant to awards granted under the Incentive Award Plan (the "Share Limit") is 5,750,000 shares. Any forfeited awards or unearned performance shares subject to an award are added back to the Share Limit.
As of September 30, 2026, outstanding restricted stock unit ("RSU") awards were categorized as either time-based awards or market-based awards, each with tandem dividend equivalents. As of September 30, 2026,1,985,651 shares were available for future issuance under the Incentive Award Plan, as amended by the Amendments.
Market-based awards are valued as of the grant date utilizing a Monte Carlo simulation model that assesses the probability of satisfying certain market performance thresholds over athree year performance period.
The following table summarizes the Company's significant assumptions used in the Monte Carlo simulation models:
| At Grant Date | ||
|---|---|---|
| 2026 | 2025 | |
| Volatility | 21.00% | 27.00% |
| Risk free interest rate | 3.53% | 4.35% |
| Dividend Yield | 3.40% | 3.30% |
The following table summarizes the Company's RSU activity under the Incentive Award Plan during the nine months ended September 30, 2026:
| Unvested Time-Based RSUs | Unvested Market-Based RSUs | Weighted-Average Grant Date Price Per Share | |
|---|---|---|---|
| Outstanding as of January 1, 2026 | 195,236 | 1,128,760 | $19.12 |
| Shares granted | 180,124 | 363,670 | $22.27 |
| Shares vested | (30,604) | (416,550) | $17.28 |
| Unearned performance shares | — | (14,640) | $16.53 |
| Outstanding as of September 30, 2026 | 344,756 | 1,061,240 | $20.96 |
Employee Stock Purchase Plan
Employees may purchase up to an aggregate of 3,300,000 shares of the Company's common stock under the InvenTrust Properties Corp. 2023 Employee Stock Purchase Plan (the "ESPP"), of which 3,228,922 shares remain available for future issuance as of September 30, 2026.
The following table summarizes the Company's common stock activity under the ESPP:
| Nine months ended September 30 | ||
|---|---|---|
| 2026 | 2025 | |
| Gross shares purchased | 21,234 | 24,209 |
| Weighted average discounted issuance price | $23.25 | $20.17 |
| Issuance proceeds | $494 | $488 |
Stock-Based Compensation Expense
The following table summarizes the Company's stock-based compensation expense:
| Three months ended September 30 | Nine months ended September 30 | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Incentive Award Plan, net (a) | $2,805 | $2,678 | $8,358 | $8,086 |
| Employee Stock Purchase Plan (b) | 31 | 33 | 91 | 109 |
| Stock-based compensation, net | $2,836 | $2,711 | $8,449 | $8,195 |
(a)As of September 30, 2026, there was $15,331 of estimated unrecognized compensation expense to be recognized through December 2029.
(b)As of September 30, 2026, there was $94 of estimated unrecognized compensation expense to be recognized through June 2028.
- Segment Information
Segment Performance
The chief operating decision maker (the "CODM") believes net income or loss determined in accordance with GAAP is the most appropriate earnings measurement to assess the Company's overall performance. Additionally, the CODM evaluates the consolidated performance of the Company's portfolio of retail properties based on Net Operating Income ("NOI"), a supplemental non-GAAP measure. NOI excludes general and administrative expenses, depreciation and amortization, other income and expense, net, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, impairment of real estate assets, interest expense, net, lease termination income and expense, and GAAP rent adjustments such as amortization of market-lease intangibles, amortization of lease incentives, and straight-line rent adjustments ("GAAP Rent Adjustments").
The CODM believes the supplemental non-GAAP measure of NOI is an important measure in assessing operating performance and provides added comparability across periods when evaluating the Company's financial condition and operating performance that is not readily apparent from "Net income" in accordance with GAAP.
Retail properties generally require capital investments, including value-enhancing development and redevelopment projects and leasing commissions. During the three months ended September 30, 2026 and 2025, the Company paid $11,645 and $12,399 of capital investments and leasing costs, respectively. During the nine months ended September 30, 2026 and 2025, the Company paid $25,655 and $30,503 of capital investments and leasing costs, respectively. As of September 30, 2026 and 2025, total accrued capital investments and leasing costs were $11,237 and $4,900, respectively.
The measure of segment assets regularly reviewed by the CODM is reported on the condensed consolidated balance sheets as Total assets. No single tenant comprises 10% or more of the Company's Lease income, net for any periods presented.
Net Operating Income
The following table reconciles net income, the most directly comparable GAAP measure, to NOI:
| Three months ended September 30 | Nine months ended September 30 | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Net income | $19,413 | $6,026 | $25,966 | $108,760 |
| Adjustments to reconcile to NOI: | ||||
| Other income and expense, net | 14 | (1,628) | (330) | (3,177) |
| Interest expense, net | 13,210 | 8,969 | 34,623 | 25,637 |
| Gain on sale of investment properties | (17,379) | (52) | (17,379) | (90,961) |
| Depreciation and amortization | 39,731 | 32,734 | 114,776 | 94,086 |
| General and administrative | 8,557 | 8,316 | 26,818 | 25,569 |
| Adjustments to NOI (a) | (3,727) | (2,453) | (10,691) | (6,233) |
| NOI | $59,819 | $51,912 | $173,783 | $153,681 |
(a)Adjustments to NOI include lease termination income and expense and GAAP Rent Adjustments.
Significant Expenses
The following table presents the disaggregation of property operating expenses:
| Three months ended September 30 | Nine months ended September 30 | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Repairs and maintenance | $4,810 | $3,719 | $13,877 | $10,927 |
| Payroll, benefits, and office | 2,634 | 2,532 | 8,114 | 7,897 |
| Utilities and waste removal | 3,251 | 2,703 | 8,795 | 7,692 |
| Property insurance | 1,338 | 1,266 | 3,889 | 4,182 |
| Security, legal, and other | 1,169 | 834 | 3,201 | 2,579 |
| Property operating expenses | $13,202 | $11,054 | $37,876 | $33,277 |
- Commitments and Contingencies
Legal Matters
The Company is subject, from time to time, to various types of third-party legal claims or litigation that arise in the ordinary course of business, including, but not limited to, property loss claims, personal injury or other damages resulting from contact with the Company's properties. These claims and lawsuits and any resulting damages are generally covered by the Company's insurance policies. The Company accrues for legal costs associated with loss contingencies when these costs are probable and reasonably estimable. While the resolution of these matters cannot be predicted with certainty, based on currently available information, management does not expect that the final outcome of any pending claims or legal proceedings will have a material adverse effect on the financial condition, results of operations or cash flows of the Company.
Captive Insurance Company
In April 2023, the Company formed a wholly-owned captive insurance company (the "Captive"), which provides insurance coverage for all losses below the deductibles of the Company's third-party liability insurance policies relating to wind, flood, named windstorm, earthquake, fire, and other property-related perils. The Company formed the Captive as part of its overall risk management program and to stabilize insurance costs, manage exposures, and recoup expenses through the function of the captive program. In January 2025, the Captive began underwriting the first layer of general liability insurance. An actuarial analysis is performed to estimate future projected claims, related deductibles, and projected expenses necessary to fund associated risk management programs. The Captive generally establishes annual premiums based on projections derived from the past loss experience. The Captive is capitalized in accordance with the applicable regulatory requirements.
The following table summarizes the activity in the liability for unpaid losses and loss adjustment expenses:
| Nine months ended September 30 | ||
|---|---|---|
| 2026 | 2025 | |
| Balance at the beginning of the period | $300 | $820 |
| Incurred related to: | ||
| Current year | 229 | 334 |
| Prior years | — | 22 |
| Total incurred | 229 | 356 |
| Paid related to: | ||
| Current year | (19) | (90) |
| Prior years | (59) | (771) |
| Total paid | (78) | (861) |
| Balance at the end of the period | $451 | $315 |
Lessee Operating and Finance Lease Commitments
The Company has non-cancelable leases for corporate office space for which the Company recognizes operating lease ROU assets and related lease liabilities.
The land underlying West Ashley Station is subject to a long-term ground lease whereby the Company, as lessee, is required to pay fixed and variable rent. On June 10, 2025, the Company recognized a finance lease ROU asset of $8,965, inclusive of an initial fair value adjustment of $2,008, and related finance lease liability of $10,973. The ground lease expires in January 2092.
For operating and finance leases, the discount rate applied to initially measure each ROU asset and lease liability is based on the Company's incremental borrowing rate ("IBR"), as the rates implicit in the lease are not readily determinable. The Company utilizes a market-based approach to estimate an IBR for each lease, which generally considers market-based interest rates and publicly available data for instruments with similar characteristics. The Company also considers adjustments, as needed, related to tenor, credit spreads, and credit ratings, if not fully incorporated by the aforementioned data sets.
The following table summarizes the Company's operating and finance leases as of September 30, 2026 and December 31, 2025:
| As of | ||||
|---|---|---|---|---|
| Balance Sheet Caption · September 30, 2026 · December 31, 2025 | ||||
| Operating lease ROU assets | Deferred costs and other assets, net | $2,683 | $2,683 | |
| Operating lease ROU accumulated amortization | Deferred costs and other assets, net | $(1,381) | $(1,144) | |
| Operating lease liabilities | Other liabilities | $(1,814) | $(2,129) | |
| Finance lease ROU asset | Building and other improvements | $8,965 | $8,965 | |
| Finance lease ROU accumulated amortization | Accumulated depreciation | $(176) | $(75) | |
| Finance lease liability | Debt, net | $(11,235) | $(11,082) | |
| Weighted-average remaining lease term - Operating leases | 3.8 years | 4.5 years | ||
| Weighted-average remaining lease term - Finance lease | 65.4 years | 66.1 years | ||
| Weighted-average discount rate - Operating leases | 4.47% | 4.48% | ||
| Weighted-average discount rate - Finance lease | 6.80% | 6.80% | ||
The following table summarizes the Company's lease costs for the three and nine months ended September 30, 2026 and 2025:
| Statement of Operations Expense Caption · Three months ended September 30 · Nine months ended September 30 | |||||
|---|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | |||||
| Operating lease costs: | |||||
| Minimum lease cost | General and administrative | $107 | $108 | $323 | $324 |
| Variable lease cost | General and administrative | $74 | $68 | $243 | $225 |
| Finance lease costs: | |||||
| Amortization of ROU asset | Depreciation and amortization | $34 | $34 | $101 | $42 |
| Interest on lease liability | Interest expense, net | $188 | $187 | $565 | $230 |
| Variable lease cost | Property operating | $36 | $31 | $110 | $39 |
The following table summarizes the Company's future minimum lease obligations as of September 30, 2026:
| Future Minimum Lease Payments | ||
|---|---|---|
| Scheduled minimum payments by year: | Operating Leases | Finance Lease |
| Remaining 2026 | $131 | $138 |
| 2027 | 529 | 578 |
| 2028 | 522 | 605 |
| 2029 | 493 | 605 |
| 2030 | 293 | 605 |
| Thereafter | — | 71,211 |
| Total expected minimum lease obligation | 1,968 | 73,742 |
| Less: Amount representing interest (a) | (154) | (62,507) |
| Present value of net minimum lease payments | $1,814 | $11,235 |
(a)Interest includes the amount necessary to reduce the total expected minimum lease obligations to present value calculated at the Company's IBR.
- Subsequent Events
In preparing its condensed consolidated financial statements, the Company evaluated events and transactions occurring after September 30, 2026 through the date the financial statements were issued for recognition and disclosure purposes. Based on this evaluation, the Company determined that there were no events that have occurred that require recognition or disclosure.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.