INTERGROUP CORP

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Chief Executive Officer and Principal Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, management concluded that the Company’s disclosure controls and procedures were not effective due to a previously identified material weakness in internal control over financial reporting.

The material weakness related to the design and operation of controls over the interpretation and accounting for stock-based compensation.

During the quarter ended March 31, 2026, the Company implemented remediation measures, including the adoption of an equity management tool to support the calculation and accounting for stock-based compensation. This tool is intended to enhance the accuracy and consistency of valuation and expense recognition; however, these measures have not yet been in place for a sufficient period to conclude that the material weakness has been remediated.

In light of the material weakness, management performed additional analyses and other procedures to ensure that the financial statements included in this Form 10-Q are prepared in conformity with U.S. GAAP. Management believes that the financial statements included in this report present fairly, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented.

Management will continue to evaluate the effectiveness of the enhanced controls, including the use of the equity management tool, and will consider the material weakness remediated only after the controls have operated for a sufficient period and have been tested successfully.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the quarter ended March 31, 2026, the Company implemented changes to its internal control over financial reporting related to the remediation of the previously identified material weakness in stock-based compensation. These changes included the implementation of an equity management tool to improve the calculation, tracking, and accounting for stock-based compensation; however, the material weakness will be considered remediated only after the enhanced controls have operated for a sufficient period and have been tested successfully.

Other than the remediation efforts described above, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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