DEF 14A of Kite Realty Group Trust, Apr 1, 2026

DEF 14A of Kite Realty Group Trust

Filed Apr 1, 2026 · FY20250001286043-26-000024

Open on EDGAR

  1. DEAN J. PAPADAKIS

    DEAN J. PAPADAKIS Senior Vice President, Chief Legal Officer and Corporate Secretary 2026 PROXY STATEMENT SUMMARY ANNUAL MEETING OF SHAREHOLDERS DATE: Thursday, May 14, 2026 TIME: 9:00 a.m. EDT LOCATION: Kite Realty Group Trust 30 South Meridian Street, Suite 800 Indianapolis, Indiana 46204 RECORD DATE: Close of business on March 18, 2026 ITEMS OF BUSINESS: VOTE REQUIRED AND RECOMMENDATION

  2. DEAN J. PAPADAKIS

    | OUR BOARD AT A GLANCE | | | JOHN A. KITE Chairman of the Board of Trustees and CEO | Age: 60 | | INDEPENDENT TRUSTEES DERRICK BURKS Lead Independent Trustee | Age: 69 | | BONNIE S. BIUMI* | Age: 63 | | VICTOR J. COLEMAN | Age: 64 | | STEVEN P. GRIMES | Age: 59 | | CHRISTIE B. KELLY | Age: 64 | | PETER L. LYNCH | Age: 74 | | DAVID R. O’REILLY | Age: 51 | | BARTON R. PETERSON | Age: 67 | | CHARLES H. WURTZEBACH, PH.D. | Age: 77 | | CAROLINE L. YOUNG | Age: 61 |

  3. DEAN J. PAPADAKIS

    | Proposals | Board Recommendation | | PROPOSAL 1: Election of Trustees | FOR EACH NOMINEE See Page 4 | | PROPOSAL 2: Advisory Vote on Named Executive Officer Compensation | FOR See Page 25 | | PROPOSAL 3: Ratification of Appointment of Independent Registered Public Accounting Firm | FOR See Page 52 | | This summary highlights information contained elsewhere in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. | |

  4. DEAN J. PAPADAKIS

    * Trustee is not standing for reelection at the Annual Meeting.

  5. TABLE OF CONTENTS

    | COMPENSATION OF EXECUTIVE OFFICERS AND TRUSTEES | 39 | | SUMMARY COMPENSATION TABLE | 39 | | GRANTS OF PLAN-BASED AWARDS IN 2025 | 40 | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2025 | 42 | | OPTION EXERCISES AND SHARES VESTED IN 2025 | 44 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 44 | | QUANTIFICATION OF BENEFITS UNDER TERMINATION EVENTS | 47 | | EQUITY COMPENSATION PLAN INFORMATION | 48 | | PAY RATIO DISCLOSURE | 48 | | PAY VERSUS PERFORMANCE | 49 | | PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 52 | | VOTE REQUIRED AND RECOMMENDATION | 52 | | RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 53 | | REPORT OF THE AUDIT COMMITTEE | 54 | | PRINCIPAL SHAREHOLDERS | 55 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 58 | | OTHER MATTERS | 59 | | DELINQUENT SECTION 16(A) REPORTS | 59 | | OTHER MATTERS TO COME BEFORE THE 2026 ANNUAL MEETING | 59 | | SHAREHOLDERS PROPOSALS AND NOMINATIONS FOR THE 2027 ANNUAL MEETING | 59 | | HOUSEHOLDING OF PROXY MATERIALS | 59 | | IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR SHAREHOLDER MEETING ON MAY 14, 2026 | 61 | | ANNEX A: DEFINITIONS AND RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES | A-1 |

  6. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS? The enclosed proxy for the Annual Meeting is being solicited by the Board. Proxies also may be solicited, without additional compensation, by our trustees and officers by mail, telephone or other electronic means or in person. We are paying the costs of this solicitation, including the preparation, printing, mailing and website hosting of proxy materials. You should rely only on the information provided in this proxy statement. We have not authorized anyone to provide you with different or additional information. You should not assume that the information in this proxy statement is accurate as of any date other than the date of this proxy statement or, where information relates to another date set forth in this proxy statement, then as of that date. 4 / 2026 Proxy Statement PROPOSAL 1: Election of Trustees Our Board is currently comprised of 11 trustees, each with terms expiring at the 2026 Annual Meeting. On March 18, 2026, Bonnie S. Biumi, who has served as an independent trustee of the Company since the Company’s merger with Retail Properties of America, Inc. (“RPAI”) in October 2021, notified the Company that she did not intend to stand for reelection at the Annual Meeting. Pursuant to our bylaws, the Board has decreased its size to 10 trustees, effective as of the Annual Meeting. The following 10 nominees, all of whom are currently serving as trustees of the Company, have been recommended by our Board for reelection to serve as trustees for one-year terms until the 2027 annual meeting of shareholders and until their successors are duly elected and qualified. Nominees for Election at the 2026 Annual Meeting The nominees for election at the 2026 Annual Meeting are:

  7. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    | John A. Kite | Derrick Burks | Victor J. Coleman | | Steven P. Grimes | Christie B. Kelly | Peter L. Lynch | | David R. O’Reilly | Barton R. Peterson | Charles H. Wurtzebach | | Caroline L. Young | | |

  8. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    The Board knows of no reason why any nominee would be unable to serve as a trustee. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board. Alternatively, the Board may, as permitted by our bylaws, decrease the size of our Board. 2026 Proxy Statement / 5 Proposal 1: Election of Trustees The names, principal occupations and certain other information about the trustee nominees, as well as the key qualifications that led our Corporate Governance and Nominating Committee and our Board to conclude that such person is qualified to serve as a trustee, are set forth below.

  9. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    | Age: 60 Trustee since: 2004 Committees: None | JOHN A. KITE Chairman of the Board of Trustees and Chief Executive Officer Background: Mr. Kite has served as Chairman of the Board since December 2008, as a trustee since our formation in March 2004, and as our Chief Executive Officer since our IPO in August 2004. He also served as our President from our IPO until December 2008. From 1997 to our IPO in 2004, he served as President and Chief Executive Officer of our predecessor and other affiliated companies (the “Kite Companies”). Mr. Kite is responsible for the Company’s strategic planning, operations, acquisitions and capital markets activities. Mr. Kite began his career in 1987 at Harris Trust and Savings Bank in Chicago, and he holds a B.A. in Economics from DePauw University. Qualifications: Mr. Kite’s long tenure as our Company’s leader provides us with stability and continuity. In particular, Mr. Kite has in-depth, long-standing knowledge of our assets, operations, markets and employees. Mr. Kite continues to provide our Board and management team with invaluable experience in managing and operating our real estate company. |

  10. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    | Age: 69 Trustee since: 2021 Committees: Audit Committee, Compensation Committee (Chair) | DERRICK BURKS Lead Independent Trustee Background: Mr. Burks was a partner at Ernst & Young, LLP, a public accounting firm, from June 2002 until his retirement in June 2017, and served as the managing partner of the Indianapolis office from 2004 to 2017. From 1978 to 2002, Mr. Burks was employed by Arthur Andersen LLP, a public accounting firm, where he served for three years as the managing partner of the Indianapolis office. Mr. Burks has been a director of Equity LifeStyle Properties, Inc. (NYSE: ELS), a real estate investment trust (“REIT”), since February 2021. Mr. Burks has been a director of Duke Energy Corporation (NYSE: DUK), one of America’s largest energy holding companies, since March 2022. Mr. Burks was previously a director of Vectren Corporation, a publicly traded regional energy company, from 2017 until the time of its sale in 2019 and was a member of its Audit Committee and Finance Committee. He is a former member of the American Institute of CPAs and the Indiana CPA Society and a former Commissioner of the Indiana State Board of Accountancy. Mr. Burks has been a member of the Board of Directors of the Indiana University Foundation since 2019 and a member of the Board of Directors of Heart Change Ministries, Inc. since 2018. He is actively involved in civic and community activities working with various agencies, including Indiana University’s Kelley School of Business Dean’s Advisory Council. Mr. Burks received a B.S. in Accounting from Indiana University. Qualifications: Throughout his career, Mr. Burks has served companies in various industries, including energy, manufacturing, mass merchandising, and logistics with a focus for more than 25 years in real estate and REITs. Mr. Burks’s business experience, spanning small businesses, large international corporations and public companies, and his extensive merger and acquisition, capital markets, enterprise risk and SEC expertise, particularly in the REIT space, brings valuable insight to our Board. |

  11. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    6 / 2026 Proxy Statement Proposal 1: Election of Trustees

  12. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    | Age: 64 Trustee since: 2012 Committees: Compensation Committee | VICTOR J. COLEMAN Independent Trustee Background: Mr. Coleman has served as Chief Executive Officer and Chairman of the Board of Los Angeles-based Hudson Pacific Properties, Inc. (NYSE: HPP), a real estate investment trust, since its IPO in 2010. Previously, Mr. Coleman founded and served as managing partner of HPP’s predecessor, Hudson Capital, LLC, a private real estate investment company based in Los Angeles. In 1990, Mr. Coleman co-founded and led Arden Realty, Inc. as its President and Chief Operating Officer and as a director, taking the company public on the NYSE in 1996 and selling it in 2006. Mr. Coleman is an active community leader and is on the founding Board of Directors for the Ziman Center for Real Estate at the UCLA Anderson School of Management, and also serves on the Boards of the Ronald Reagan UCLA Medical Center, the Fisher Center for Real Estate and Urban Economics, the Los Angeles Sports & Entertainment Commission, and the Los Angeles Chapter of the World Presidents’ Organization. In 2015, Mr. Coleman was awarded the City of Hope’s 2015 Spirit of Life Award presented by the Los Angeles Real Estate & Construction Industries Council, and in 2019, he received the 2019 Real Star of Hollywood Award from the Friends of the Hollywood Central Park. Mr. Coleman also served on the board of Douglas Emmett, Inc., a publicly traded REIT, from 2006 to 2009 and is an investor in the Vegas Golden Knights, a National Hockey League team. Mr. Coleman holds an MBA from Golden Gate University and a B.A. in History from the University of California, Berkeley. Qualifications: Mr. Coleman brings critical real estate investment industry expertise to our Company. He also has keen insight into the investment community as the Chairman and Chief Executive Officer of a publicly listed REIT. |

  13. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    | Age: 59 Trustee since: 2021 Committees: Audit Committee | STEVEN P. GRIMES Independent Trustee Background: Mr. Grimes joined our Board in October 2021, following our merger with RPAI. Mr. Grimes served as RPAI’s Chief Executive Officer from 2009 until the merger, and as one of its directors since 2011. Previously, Mr. Grimes was President of RPAI from October 2009 to May 2018; Chief Financial Officer of RPAI from November 2007 to December 2011; Chief Operating Officer of RPAI from November 2007 to October 2009 and Treasurer of RPAI from October 2008 to December 2011. From February 2004 to November 2007, Mr. Grimes served as Principal Financial Officer and Treasurer and Chief Financial Officer of Inland Western Retail Real Estate Advisory Services, Inc., RPAI’s former business manager/advisor. Previously, Mr. Grimes served as a Director with Cohen Financial, a mortgage brokerage firm, and as a senior manager with Deloitte & Touche LLP in their Chicago-based real estate practice where he was a national deputy real estate industry leader. Mr. Grimes is an active member of various real estate trade associations, including the National Association of Real Estate Investment Trusts, the International Council of Shopping Centers, and The Real Estate Roundtable. Mr. Grimes received a B.S. in Accounting from Indiana University. Qualifications: Mr. Grimes’s experience as Chief Executive Officer of RPAI prior to its merger with the Company allows him to bring valuable knowledge of RPAI’s portfolio and strategies to the Board. |

  14. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    2026 Proxy Statement / 7 Proposal 1: Election of Trustees

  15. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    | Age: 64 Trustee since: 2013 Committees: Corporate Governance and Nominating Committee | CHRISTIE B. KELLY Independent Trustee Background: Ms. Kelly most recently served as the Executive Vice President, Chief Financial Officer and Treasurer of Realty Income Corporation (NYSE: O), a publicly traded triple-net lease REIT, from January 2021 until retiring in December 2023. Previously, Ms. Kelly served as the Global Chief Financial Officer of Jones Lang LaSalle Incorporated (NYSE: JLL), a publicly traded financial and professional services firm specializing in real estate. Ms. Kelly worked at Jones Lang LaSalle from July 2013 to September 2018, bringing with her 25 years of experience in financial management, mergers and acquisitions, information technology, and investment banking. From 2009 to 2013, Ms. Kelly was the Executive Vice President and Chief Financial Officer of Duke Realty Corporation (NYSE: DRE), a publicly traded REIT. Prior to that, she was a Senior Vice President, Global Real Estate, with Lehman Brothers where she led real estate equity syndication in the United States and Canada. Ms. Kelly spent most of her early career at General Electric, holding a variety of domestic and global leadership roles for GE Real Estate, GE Capital, GE Corporate Audit, and GE Medical Systems. Ms. Kelly serves on the Board of Directors for Park Hotels & Resorts Inc. (NYSE: PK), a publicly traded lodging REIT, Iron Mountain (NYSE: IRM), a specialized REIT that serves as the global leader in storage and information management services and Legence Corp. (LGN), a publicly traded company that provides engineering, installation, and maintenance services for mission-critical systems. Ms. Kelly also serves on the board of Gilbane Inc., a privately held global building and development services company. Ms. Kelly received a B.A. in Economics from Bucknell University, where she currently serves as an advisory Board trustee focused upon developing Real Estate as a cross-disciplinary minor. Qualifications: Ms. Kelly’s significant real estate and financial experience provides our Board with a strong level of knowledge and expertise regarding real estate companies. Her career as a real estate investment executive enriches our industry expertise. In particular, Ms. Kelly has first-hand and extensive experience in the development and operation of real estate assets through her roles with Realty Income, JLL, General Electric, Lehman Brothers, and Duke Realty. Additionally, Ms. Kelly’s previous service as Chief Financial Officer at three publicly traded companies provides a valuable operational and financial accounting perspective to our Board. |

  16. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    8 / 2026 Proxy Statement Proposal 1: Election of Trustees

  17. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    | Age: 74 Trustee since: 2021 Committees: Corporate Governance and Nominating Committee | PETER L. LYNCH Independent Trustee Background: Mr. Lynch joined our Board in October 2021, following our merger with RPAI. Mr. Lynch served as one of RPAI’s directors from 2014 until the merger. Mr. Lynch served as Chairman of the Board of Directors, President and Chief Executive Officer, from 2006 to March 2012, and Chief Executive Officer, from 2004 to 2006, of Winn-Dixie Stores, Inc., a supermarket chain operating approximately 485 combination food and drug stores throughout the southern United States and a Nasdaq-listed company prior to its merger with BI-LO, LLC in December 2011. From 1998 through 2003, Mr. Lynch held various positions of increasing responsibility, including President and Chief Operating Officer and Executive Vice President-Operations, with Albertson’s, Inc., a national retail food and drug chain comprised of 2,500 stores operating under the Albertson’s, Jewel/Osco, ACME, Sav-on and Osco names. Mr. Lynch also held executive positions with Jewel/Osco, including President of the ACME division and Senior Vice President of Store Operations. Mr. Lynch began his career with Star Markets Company, a regional retailer, serving as Vice President of Operations and Vice President of Human Resources before being named its President. Mr. Lynch received a B.S. in Finance from Nichols College. Qualifications: Mr. Lynch’s leadership experience, including his service as President and Chief Executive Officer of a retail grocer and Nasdaq-listed company, and his knowledge of financial management, strategic business planning, mergers and acquisitions and of both retail and non-retail operations allows Mr. Lynch to provide valuable insight in each of these areas. |

  18. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    | Age: 51 Trustee since: 2013 Committees: Audit Committee, Compensation Committee | DAVID R. O’REILLY Independent Trustee Background: Mr. O’Reilly has served as Chief Executive Officer and a Director of Howard Hughes Holdings Inc. (“HHH”) since December 2020, where he leads one of the nation’s preeminent real estate operating platforms focused on master planned communities and mixed-use development. In this role, he has overseen the company’s continued evolution into a diversified real estate enterprise, with a focus on disciplined capital allocation, large-scale development, and long-term value creation. Mr. O’Reilly previously served as President and Chief Financial Officer of HHH, having joined the company in 2016. Prior to HHH, he held senior leadership roles at Parkway Properties, Inc., a publicly traded office REIT, where he served as Executive Vice President, Chief Investment Officer, and Chief Financial Officer. Earlier in his career, Mr. O’Reilly held senior roles in real estate investment and capital markets, including positions with Banyan Street Capital, Eola Capital LLC, Barclays Capital Inc., and Lehman Brothers. Across these roles, he has led a wide range of transactions, including mergers and acquisitions, leveraged buyouts, IPOs, and structured finance transactions. Mr. O’Reilly holds a B.S. in Civil Engineering from Tufts University and an MBA from Columbia University. Qualifications: Mr. O’Reilly brings extensive experience in real estate investment, development, and capital markets, as well as executive leadership of a publicly traded real estate company. His background spans capital allocation, large-scale mixed-use development, and portfolio optimization across market cycles, enabling him to provide valuable insight to the Board on strategy, investment decisions, and long- term value creation. |

  19. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    2026 Proxy Statement / 9 Proposal 1: Election of Trustees

  20. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    | Age: 67 Trustee since: 2013 Committees: Corporate Governance and Nominating Committee | BARTON R. PETERSON Independent Trustee Background: From January 2019 until his retirement in August 2024, Mr. Peterson served as President and Chief Executive Officer of Christel House International, a non-profit organization dedicated to transforming the lives of impoverished children around the world through K-12 education and college and career support. Previously, Mr. Peterson served as Senior Vice President of Corporate Affairs and Communications and as a member of the Executive Committee at Eli Lilly and Company from 2009 to 2017. Prior to joining Eli Lilly, Mr. Peterson was Managing Director at Strategic Capital Partners, LLC from June 2008 to June 2009. During spring 2008, Mr. Peterson was a fellow with the Institute of Politics of Harvard University’s Kennedy School of Government. During the 2008-2009 academic year, Mr. Peterson was a Distinguished Visiting Professor of Public Policy at Ball State University. From 2000 to 2007, Mr. Peterson served two terms as Mayor of Indianapolis, Indiana. Mr. Peterson also served as President of the National League of Cities in 2007. Mr. Peterson received a B.A. in Political Science from Purdue University and a J.D. from the University of Michigan. Qualifications: Mr. Peterson’s experience in corporate affairs and communications at a large publicly traded company and his significant background and stature as a business and civic leader strengthen our Board and contribute unique experience in public outreach and governance that is invaluable to our Company. |

  21. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    | Age: 77 Trustee since: 2014 Committees: Audit Committee (Chair) | CHARLES H. WURTZEBACH, PH.D. Independent Trustee Background: Dr. Wurtzebach was a professor and Douglas and Cynthia Crocker Endowed Director of The Real Estate Center at DePaul University in Chicago, Illinois, from 2015 to 2022. Dr. Wurtzebach joined the faculty at DePaul University in January 2009. From 1999 to November 2008, Dr. Wurtzebach served as Managing Director and Property Chief Investment Officer of Henderson Global Investors (North America) Inc., where he was responsible for the strategic portfolio planning and the overall management of Henderson’s North American business. Dr. Wurtzebach was President and Chief Executive Officer of Heitman Capital Management from June 1994 to May 1998 and President of JMB Institutional Realty from June 1991 to June 1994. In addition, Dr. Wurtzebach was the Director of the Real Estate and Urban Land Economics program within the Graduate School of Business at the University of Texas at Austin from 1974 to 1986. Dr. Wurtzebach currently serves as an independent director of the board of directors of RREEF Property Trust, Inc. He also served as an independent director of Inland Diversified Real Estate Trust, Inc., a publicly registered, non-traded REIT, from 2009 until 2014. Dr. Wurtzebach has co-authored or co-edited several books, including Modern Real Estate, co-authored with Mike Miles, and Managing Real Estate Portfolios, co-edited with Susan Hudson- Wilson, and numerous academic and professional articles. A frequently featured speaker at professional and academic gatherings, Dr. Wurtzebach was the 1994 recipient of the prestigious Graaskamp Award for Research Excellence presented by the Pension Real Estate Association and is a member of the American Real Estate Society and a past president and director of the Real Estate Research Institute. Dr. Wurtzebach obtained his B.S. in Finance from DePaul University, an MBA from Northern Illinois University, and a Ph.D. in Finance from the University of Illinois at Urbana- Champaign. Qualifications: Dr. Wurtzebach brings a variety of valuable perspectives to our Board through his academic experience as a real estate professor, industry experience as an executive for investment management companies and his board experience with a public non-listed REIT. |

  22. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    10 / 2026 Proxy Statement Proposal 1: Election of Trustees

  23. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    | Age: 61 Trustee since: 2020 Committees: Corporate Governance and Nominating Committee (Chair) | CAROLINE L. YOUNG Independent Trustee Background: Ms. Young has served as the Founder and Chief Executive Officer of Craftsbury Consulting, LLC since August 2020, which provides exit facilitation work for business owners and private equity firms, as well as one-on-one coaching, workshops and retreats focused on helping women excel in their career paths. Previously, Ms. Young was a partner at Hammond, Kennedy, Whitney & Company, Inc. (“HKW”), a private equity firm focused on middle-market investments. For most of Ms. Young’s tenure at HKW, she was in charge of HKW divestitures, working with HKW’s portfolio companies on strategic initiatives during the hold period and then shepherding those companies through the sale process. In addition, Ms. Young served on the board of directors at numerous HKW portfolio companies including Indigo Wild, LLC, a bath, skin, home and cleaning products company; Partners In Leadership LLC, a provider of accountability and cultural improvement training and consulting; Royal Camp Services, LTD, a remote workforce accommodations and catering business; and Brant InStore Corporation, a full-service printing company focused on point-of-sale marketing solutions. Prior to joining HKW in 2001, Ms. Young practiced law at the Indianapolis law firm of Wooden & McLaughlin, LLP, representing corporate defendants in complex commercial litigation, product liability and professional malpractice cases. Ms. Young currently serves on the board of Providence Cristo Rey High School, a college preparatory school offering a transformational educational experience to students with economic need. Ms. Young earned a B.S. from the University of Vermont, graduating summa cum laude and a J.D. from the University of Virginia School of Law. Qualifications: Ms. Young’s significant business and board experiences, including financial, legal and operational knowledge and expertise, provide valuable contributions to the Company and the Board. |

  24. WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?

    2026 Proxy Statement / 11 PROPOSAL 1: Election of Trustees Vote Required and Recommendation The affirmative vote of a majority of the votes cast at the Annual Meeting with respect to the matter is necessary for the election of a trustee. For purposes of the election of trustees, a majority of the votes cast means that the number of votes cast “for” a trustee’s election exceeds the number of votes cast “against” that trustee’s election. Abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and thus will have no effect on the result of the vote. There is no cumulative voting with respect to the election of trustees. Pursuant to our corporate governance guidelines, if an incumbent trustee fails to receive a majority of the votes cast in an uncontested election, the trustee will promptly offer to tender his or her resignation as a trustee, subject to acceptance by the Board.The Corporate Governance and Nominating Committee must make a recommendation to the Board as to whether to accept or reject such offer to resign or whether other action should be taken with respect to such offer to resign. The Board must publicly disclose within 90 days of certification of the shareholder vote its decision and rationale regarding whether to accept, reject or take other action with respect to such resignation offer. If any trustee’s offer to resign is not accepted by the Board, such trustee will continue until his or her successor is elected and qualifies or his or her earlier resignation or removal. If any trustee’s offer to resign is accepted by the Board, then such trustee will thereupon cease to be a trustee of the Company, and the Board, in its sole discretion, may fill the resulting vacancy or may decrease the size of the Board pursuant to the Company’s bylaws.

  25. CONTINUING EDUCATION

    | Name | Fees Paid in Cash | Common Share and Unit Awards(1) | Total | | Bonnie S. Biumi | $97,500 | $130,007 | $227,507 | | Derrick Burks | $152,500 | $130,007 | $282,507 | | Victor J. Coleman | $47,549 | $177,458(2) | $225,007 | | Steven P. Grimes | $97,500 | $130,007 | $227,507 | | Christie B. Kelly | $107,500 | $130,007 | $237,507 | | Peter L. Lynch | $95,000 | $130,007 | $225,007 | | David R. O’Reilly | $107,500 | $130,007 | $237,507 | | Barton R. Peterson | $95,000 | $130,007 | $225,007 | | Charles H. Wurtzebach | $110,000 | $130,007 | $240,007 | | Caroline L. Young | $105,000 | $130,007 | $235,007 |

  26. OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2025

    OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2025 The following table provides information on the aggregate number of unvested share awards outstanding as of the fiscal year ended December 31, 2025, for each of the trustees included in the above Trustee Compensation Table.

  27. OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2025

    | Name | Unvested Restricted Common Share Awards Outstanding as of December 31, 2025(#) | | Bonnie S. Biumi | 5,611 | | Derrick Burks | 5,611 | | Victor J. Coleman | 5,611 | | Steven P. Grimes | 5,611 | | Christie B. Kelly | 5,611 | | Peter L. Lynch | 5,611 | | David R. O’Reilly | 5,611 | | Barton R. Peterson | 5,611 | | Charles H. Wurtzebach | 5,611 | | Caroline L. Young | 5,611 |

  28. OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2025

    2026 Proxy Statement / 17 Corporate Governance and Board Matters The business and affairs of the Company are managed under the direction of our Board, and the Company conducts its business through meetings of the Board and its Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. Our corporate governance structure closely aligns our interests with those of our shareholders. Notable features include:

  29. OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2025

    | What we do | Trustee Independence. All but one of our current trustees and trustee nominees are “independent” as defined by the NYSE. Entirely Independent Committees. All members of our Audit, Compensation and Corporate Governance and Nominating Committees are independent. Lead Independent Trustee. Lead Independent Trustee strengthens the role of our independent trustees and encourages independent Board leadership. Majority Voting for Trustees. Trustees must be elected by a majority of votes cast in uncontested elections, and in the event that an incumbent trustee fails to receive a majority of votes cast in an uncontested election, such incumbent trustee is required to submit his or her resignation to the Board, which will decide what action to take on the resignation, and the decision will be publicly disclosed. Share Ownership Guidelines. Guidelines require our CEO and other named executive officers to own equity with an aggregate value of 10x and 3x base salary, respectively. All non- employee trustees must own equity with an aggregate value of 5x their annual retainer within five years of their appointment to the Board. Anti-Hedging Policy. Our anti-hedging policy prohibits our trustees, executives, and employees from engaging in transactions designed to hedge against losses from their share ownership. Corporate Responsibility Task Force. A task force, led by our Chairman and Chief Executive Officer, reviews corporate responsibility issues that are important to investors and regularly reports to the Board on the Company’s efforts. In June 2025, we published our annual Corporate Responsibility Report. Shareholders’ Power to Amend Bylaws. The Company’s Declaration of Trust empowers shareholders to amend the Company’s Bylaws. | | What we don’t do | No Classified or Staggered Board. Our trustees are elected annually for a one-year term. No Significant Related Party Transactions. We do not currently have any significant related party transactions, and we have robust related party transaction review and approval procedures. Opted Out of Maryland Anti-Takeover Statutes. We opted out of the Maryland Business Combination Statute and the Maryland Control Share Acquisition Statute. No Poison Pill. The Company does not have a “poison pill” or shareholder rights plan. |

  30. OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2025

    18 / 2026 Proxy Statement Corporate Governance and Board Matters Board Leadership Structure

  31. OUR BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” APPROVAL OF THE

    | Formulaic Annual Incentives | Annual cash bonus payments are based on a pre-established formula 2025 payouts were calculated 80% based on objective financial and operating performance metrics tied to our strategic business plan, which are designed to be challenging and rigorous to ensure that we remain focused on growth and our overall business strategy Individual performance component represents 20% of the program and allows for a subjective assessment of performance on a more holistic basis and considers factors that may not be quantifiable |

  32. OUR BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” APPROVAL OF THE

    | Significant Alignment with Shareholders | The majority of equity awards are granted in the form of performance-based equity, which represents 60% of the target value for each NEO 2025 performance-based equity awards are earned based on relative TSR performance versus shopping center REITs and requires performance at the 80th percentile to earn the full award. These awards are subject to an absolute TSR modifier that will adjust the number of performance-based units earned upward or downward based on the TSR of the Company’s common shares over a three-year performance period. But, in no event will the absolute TSR modifier result in more than the maximum number of such performance-based units becoming earned Time-based awards are not guaranteed, and the value varies each year Time-based awards and performance-based awards include a mandatory post-vest holding period of two years |

  33. OUR BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” APPROVAL OF THE

    | Commitment to Strong Pay Governance | Share ownership policy, including 10x salary for our Chief Executive Officer Anti-hedging policy All equity awards provide for a minimum five-year alignment period, comprised of three years of vesting and a mandatory two-year post-vesting holding requirement, reinforcing long-term shareholder alignment No dividends on unearned performance-based awards No single trigger severance payments or tax gross ups Engagement of an independent compensation consultant Transparency with our stockholders on our compensation program, decisions, and practices Robust clawback policy for all executive officers as required by SEC rules and NYSE listing standards pursuant to the Dodd-Frank Act |

  34. Support

    Support Based on the results of the non-binding shareholder advisory vote on the frequency of shareholder votes on executive compensation at our 2023 annual meeting of shareholders, the Board determined that the shareholder advisory vote on the compensation of NEOs will take place every year until the next say-on-frequency vote is conducted (which will be no later than 2029), at which time our Board will carefully consider the shareholder vote resulting from the proposal and continue to evaluate the options for how frequently we hold “say-on-pay” votes. Role of the Compensation Committee and Management At the beginning of each year, the Compensation Committee evaluates the components of each executive officer’s total compensation. The Chief Executive Officer may make compensation recommendations to the Compensation Committee with respect to the executive officers who report to him. The Compensation Committee may accept or reject such recommendations and makes the sole determination of the compensation for the Chief Executive Officer. 2026 Proxy Statement / 29 Compensation Discussion and Analysis Role of the Compensation Consultant The Compensation Committee engages, from time to time, the services of an independent compensation consultant or other advisor to the Compensation Committee in comprehensively reviewing the Company’s compensation policies for its named executive officers, to advise the Compensation Committee, and to provide recommendations regarding various compensation decisions to be made by the Compensation Committee. The Compensation Committee is directly responsible for the appointment, compensation, and oversight of the work of any compensation consultant or other advisor retained by the Compensation Committee. The Compensation Committee has engaged Ferguson Partners Consulting (“FPC”) to serve as the Compensation Committee’s compensation consultant and provide recommendations regarding various compensation decisions to be made by the Compensation Committee. The Compensation Committee took FPC’s recommendations into account in making base salary determinations and incentive compensation awards to our NEOs. Peer Group and Benchmarking In making compensation decisions, the Compensation Committee compares the Company’s compensation programs and performance to certain peer group companies. On an annual basis, we review our peer group to ensure the overall composite reflects an appropriate comparator group. In 2025, the Compensation Committee approved a change to the peer group used for the evaluation of compensation programs and performance by removing Retail Opportunity Investments Corp. (ROIC) following its delisting from Nasdaq as a result of its acquisition by Blackstone Real Estate Partners X and replacing it with Acadia Realty Trust (AKR). The current peer group continues to only include retail peers that range between 0.3x to 3.0x our size, with our implied equity market capitalization and total capitalization placing us at the approximate 55th and 50th percentile, respectively, of our peer group. For compensation decisions made in 2025 and early 2026, the Compensation Committee used a peer group consisting of the following companies:

  35. Support

    Although the Compensation Committee uses peer group data to guide its review of our NEOs’ total compensation and generally reviews the compensation data of the peer group and industry to understand market competitive compensation, the Compensation Committee does not benchmark compensation to a specific percentage of the compensation of this comparative group or otherwise apply a formula or assign this comparative group a relative weight. 30 / 2026 Proxy Statement Compensation Discussion and Analysis Components of Executive Compensation This section describes the three components of compensation that form the basis for the Compensation Committee’s compensation decisions related to the 2025 performance of our NEOs—base salaries, short-term incentive compensation and long-term incentive compensation awards. This section also discusses the rationale for each component and the methodology the Compensation Committee used to determine the payouts for each component.

  36. BASE SALARIES

    BASE SALARIES Base salaries are intended to provide our NEOs with a fixed and certain amount of compensation for services provided. The Compensation Committee determines the base salary level of our NEOs by evaluating, among other things, the responsibilities of the position held, the experience of the individual and the average base salaries of similar positions in the Company’s peer group. Base salaries for our NEOs typically are established in the first quarter of the year, and the Compensation Committee reviewed the base salaries of our NEOs in the first quarter of 2025 taking into consideration competitive market data, internal equity pay factors, and the Company’s strong performance over the past several years. Taking into account base salaries of similarly situated executives at peer companies and the fact that base salaries were raised in 2024, the Compensation Committee determined that base salaries would remain flat in 2025 compared to 2024.

  37. SHORT-TERM INCENTIVE COMPENSATION

    SHORT-TERM INCENTIVE COMPENSATION The Compensation Committee awards executives with annual short-term incentive compensation as a means to motivate and reward our NEOs. The Compensation Committee believes that annual bonuses play a significant role in motivating NEOs to accomplish near-term priorities that ultimately provide increases in shareholder value.

  38. 2025 SHORT-TERM INCENTIVE OPPORTUNITIES

    2025 SHORT-TERM INCENTIVE OPPORTUNITIES In February 2025, the Compensation Committee determined that, for 2025, each of our NEOs would be eligible to receive a short-term incentive compensation award at the threshold, target or maximum level equal to the following percentages of their annual base salaries. Consistent with prior years, threshold performance will result in an award at 60% of each NEO’s target amount and maximum performance will result in an award at 200% of each NEO’s target amount:

  39. 2025 SHORT-TERM INCENTIVE OPPORTUNITIES

    | | % of Base Salary | | | | Named Executive Officer | Threshold | Target | Maximum | | John A. Kite | 90% | 150% | 300% | | Thomas K. McGowan | 60% | 100% | 200% | | Heath R. Fear | 60% | 100% | 200% |

  40. 2025 SHORT-TERM INCENTIVE OPPORTUNITIES

    The NEOs can elect to receive 50% of their short-term incentive award in either LTIP Units or restricted shares (which vest ratably over three years). If a NEO were to make such an election, the cash would be converted into either LTIP Units or restricted shares, as applicable, and the Company would match 20% of the amounts in such LTIP Units or restricted shares (which would also be subject to a three-year vesting period). 2026 Proxy Statement / 31 Compensation Discussion and Analysis In February 2025, the Compensation Committee approved targets and performance metrics to evaluate 2025 performance using a formulaic approach. In February 2026, the Compensation Committee approved short-term incentive compensation payouts for our NEOs based on our performance relative to these targets and metrics. Award determinations with respect to 2025 performance were based on (i) the achievement of the following objective corporate performance metrics against threshold, target and maximum values established in February 2025 for each such corporate performance metric and (ii) a subjective assessment of each individual executive’s performance, weighted as indicated:

  41. 2025 SHORT-TERM INCENTIVE OPPORTUNITIES

    | Performance Criteria | Weighting | Rationale for Including in Plan | | 2025 Core FFO/share(1) | 30% | Key profitability metric as measured by the most frequently referenced REIT earnings measure, as modified for certain non-cash transactions | | Same Property NOI(1) | 25% | Key indicator of the management team’s effectiveness at leading the Company in the management of our properties | | Retail Portfolio Leased Rate | 25% | Key metric used to assess REIT operating performance | | Individual Performance | 20% | Holds our NEOs responsible for successfully performing their responsibilities and in executing the Company’s strategic business plan |

  42. 2025 SHORT-TERM INCENTIVE OPPORTUNITIES

    (1)See “ANNEX A: Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures.” 2025 Core FFO/share was adjusted to eliminate the impact of the outperformance component of the 2025 short-term cash incentive compensation for employees and NEOs. In reviewing Company performance, the Compensation Committee compared our 2025 results under each of the above performance criteria to the following ranges, and the Company performed above target or at maximum in all of the metrics in the short-term incentive compensation program:

  43. 2025 SHORT-TERM INCENTIVE OPPORTUNITIES

    | Performance Criteria | | Threshold | Target | Maximum | | Results | | 2025 Core FFO/share(1) | | $1.96 | $2.01 | $2.08 | | $2.08(2) | | Same Property NOI(1) | | 0.25% | 1.75% | 3.25% | | 2.9% | | Retail Portfolio Leased Rate | | 93.0% | 94.0% | 95.0% | | 95.1% |

  44. 2025 SHORT-TERM INCENTIVE OPPORTUNITIES

    (1)In order to design rigorous short-term incentive compensation metrics, the Compensation Committee set the 2025 Core FFO/share target at the midpoint of the Company’s initial guidance (with maximum goal in excess of the high end of the Company’s initial guidance) and the Same Property NOI target at the midpoint of the Company’s initial guidance assumptions (with the maximum goal in excess of the high end of the Company’s initial guidance). (2)Reflects an adjustment from reported Core FFO/share of approximately $0.02/share to eliminate the impact of the outperformance component of the 2025 short-term cash incentive compensation for employees and NEOs. 32 / 2026 Proxy Statement Compensation Discussion and Analysis With respect to the individual performance component of the short-term incentive compensation determination, the Compensation Committee concluded that Messrs. Kite, McGowan and Fear merited a performance rating at the maximum for each executive based on the following key factors: •significant operational achievements as noted above under “2025 Performance Highlights” •our TSR performance, including performance at the approximate 80th percentile, 60th percentile and 70th percentile over the five-year, three-year and one-year periods, respectively •completed 4.6 million square feet of leasing, marking one of the highest annual leasing volumes in the Company’s history •formed two joint ventures with a leading global investment firm in 2025 totaling approximately $1.0 billion of gross asset value The Compensation Committee also considered the input of Mr. Kite when assessing the individual performance component with respect to Messrs. McGowan and Fear, principally because the Compensation Committee believes that Mr. Kite’s input is valuable given his knowledge of our operations, the day-to-day responsibilities and performance of Messrs. McGowan and Fear, the real estate industry generally and the markets in which we operate. For 2025, based on the above formulas, the Company’s actual results and the Compensation Committee’s assessment of each NEO’s performance, the following short-term incentive compensation was awarded. The awards were paid in cash:

  45. 2025 SHORT-TERM INCENTIVE OPPORTUNITIES

    | Named Executive Officer | 2025 Year End Short-Term Incentive Compensation | | John A. Kite | $2,912,500 | | Thomas K. McGowan | $1,165,000 | | Heath R. Fear | $1,165,000 |

  46. 2026 SHORT-TERM INCENTIVE STRUCTURE

    2026 SHORT-TERM INCENTIVE STRUCTURE For 2026, the Compensation Committee has approved a formula that will include threshold, target and maximum performance goals for the following measures:

  47. 2026 SHORT-TERM INCENTIVE STRUCTURE

    | 2026 Measures | Weighting | | Core FFO/share | 30% | | Same Property NOI | 30% | | Retail Portfolio Leased Rate | 20% | | Individual Performance | 20% |

  48. LONG-TERM INCENTIVE COMPENSATION (‘‘LTI’’)

    LONG-TERM INCENTIVE COMPENSATION (‘‘LTI’’) All share-based compensation awards to NEOs are granted by the Compensation Committee. The Compensation Committee awards share-based incentive compensation because it believes such compensation aligns the interests of our NEOs with those of our shareholders, consistent with our pay-for-performance philosophy. 2026 Proxy Statement / 33 Compensation Discussion and Analysis

  49. ANNUAL EQUITY AWARDS

    ANNUAL EQUITY AWARDS For 2025, the annual equity compensation program was bifurcated into two components as follows:

  50. ANNUAL EQUITY AWARDS

    | Annual Equity Awards | | | Performance-Based LTIP Units | Time-Based LTIP Units | | Requires 80th percentile relative TSR performance to achieve the maximum payout and 55th percentile performance to achieve the target payout Earned units subject to adjustment based on absolute TSR with negative adjustment applied if absolute TSR is less than 15% Earned awards subject to an additional two-year holding period | Awards are not guaranteed, and the value varies each year based on a review of annual performance by the Compensation Committee Promotes the retention of our NEOs over a three- year vesting period Vested units subject to an additional two-year holding period | | 60% Core LTI Compensation | 40% Core LTI Compensation |

  51. ANNUAL EQUITY AWARDS

    The Compensation Committee approved increases to the 2025 target equity award values to maintain competitive target pay opportunities that appropriately reflect the scope, complexity, and performance expectations of our NEOs’ roles relative to the peer group. The Committee recognized that, absent an adjustment, NEO total target compensation would have fallen below the peer group median following the final vesting date of prior one-time equity awards. In approving the increases, the Compensation Committee continued to emphasize long-term shareholder alignment by targeting above median performance and using an extended alignment period inclusive of the mandatory post-vesting holding requirements. The adjustments were also intended to support retention in an increasingly competitive talent market, particularly in light of the Company’s consistent outperformance relative to other shopping center REITs. The Compensation Committee approved 2025 target long-term incentive values in February 2025 for each of the NEOs as set forth below:

  52. ANNUAL EQUITY AWARDS

    | Named Executive Officer | Total Target Value | = | Target Performance- Based LTIP Units | + | Target Time-Based LTIP Units | | John A. Kite | $5,900,000 | = | $3,540,000 | + | $2,360,000 | | Thomas K. McGowan | $1,925,000 | = | $1,155,000 | + | $770,000 | | Heath R. Fear | $1,825,000 | = | $1,095,000 | + | $730,000 |

  53. ANNUAL EQUITY AWARDS

    The grant date of such awards is established when the Compensation Committee approves the grant and all key terms have been determined. In some cases, the Compensation Committee may select a future date as the grant date. Performance-Based Awards. In February 2025, the Compensation Committee granted performance-based awards in the form of performance-based LTIP Units (“LTIP Units”). LTIP Units are a special class of limited partnership units in the Operating Partnership that are intended to qualify as “profits interests” for U.S. federal income tax purposes. 34 / 2026 Proxy Statement Compensation Discussion and Analysis Each NEO received a number of performance-based LTIP Units equal to the maximum dollar value approved by the Compensation Committee, divided by the closing stock price on the date of grant of $22.42 per LTIP Unit, with the target dollar value and maximum number of units, as follows:

  54. ANNUAL EQUITY AWARDS

    | Named Executive Officer | Target Performance- Based LTIP Units | Maximum Performance- Based LTIP Units (# of units) | | John A. Kite | $3,540,000 | 355,264 | | Thomas K. McGowan | $1,155,000 | 115,913 | | Heath R. Fear | $1,095,000 | 109,891 |

  55. ANNUAL EQUITY AWARDS

    The actual number of performance-based LTIP Units that each NEO will earn will be between 0% and 100% of the maximum number of performance-based LTIP Units granted to him, depending on the achievement of the applicable performance criteria. Because the number of performance-based LTIP Units that will be earned, if any, will not be determined until the end of the three-year performance period, the actual value of the performance-based LTIP Units will depend on the Company’s achievement of the applicable performance criteria. The performance-based LTIP Units are eligible to become earned based on the TSR of the Company’s common shares over a three-year performance period commencing as of the grant date (February 18, 2025 through February 17, 2028), relative to the TSRs of the companies that comprise the FTSE Nareit Equity Shopping Center Index over the same time period. In addition, the performance-based LTIP Units are subject to an absolute TSR modifier that will adjust the number of performance-based LTIP Units earned upward or downward based on the TSR of the Company’s common shares over the same three-year period. But, in no event will the absolute TSR modifier result in more than the maximum number of performance-based LTIP Units becoming earned. After our TSR percentile for the three-year performance period is determined, the number of performance-based LTIP Units that will be earned by each NEO will be determined by multiplying the NEO’s maximum number of performance-based LTIP Units by the applicable percentage listed in the following table (not to exceed the maximum number of performance-based LTIP Units granted). To the extent performance falls between two levels in the table below, linear interpolation will apply in determining the percentage of the performance-based LTIP Units that are earned.

  56. ANNUAL EQUITY AWARDS

    | | TSR Percentile for the Performance Period | Number of Earned Performance-Based LTIP Units | | Maximum | 80th percentile | 100% of the Maximum Number of Performance-Based LTIP Units | | Target | 55th percentile | 44% of the Maximum Number of Performance-Based LTIP Units | | Threshold | 30th percentile | 22% of the Maximum Number of Performance-Based LTIP Units |

  57. ANNUAL EQUITY AWARDS

    The number of performance-based LTIP Units earned after application of the relative TSR performance metric will be further adjusted upward or downward by multiplying the number of performance-based LTIP Units earned after application of the relative TSR performance metric by the applicable percentage listed in the following table (not to exceed the maximum number of performance-based LTIP Units granted). To the extent performance falls between two levels in the table below, linear interpolation will apply in determining the applicable percentage.

  58. ANNUAL EQUITY AWARDS

    | | TSR for the Performance Period | Impact of Absolute TSR Modifier | | Maximum | 30% | +11% | | Target | 15% | +0% | | Threshold | 0% | -11% |

  59. ANNUAL EQUITY AWARDS

    Subject to the NEO’s continued service with the Company through the end of the performance period, earned performance- based LTIP Units will vest as of the date the Compensation Committee determines whether and to the extent the performance criteria have been achieved and will be subject to an additional two-year post-vesting holding period. Any performance-based LTIP Units that do not become earned with respect to the performance period will be forfeited. 2026 Proxy Statement / 35 Compensation Discussion and Analysis Distributions will accrue during the performance period and will be paid only on performance-based LTIP Units that are earned at the conclusion of the performance period. Any accrued distributions on earned performance-based LTIP Units will be settled in cash at such time. Time-Based Award Targets and Awards. For the annual equity incentive award for 2025 performance, the Compensation Committee set time-based equity incentive award targets equal to 40% of the overall target for the NEOs. The actual value of the ultimate award could vary upward or downward from the target value based on the Compensation Committee’s evaluation of 2025 performance. The Compensation Committee had the discretion to grant time-based equity awards between 50% and 150% of the target value for each NEO. In determining the value of the 2025 time-based awards, the Compensation Committee reviewed performance as outlined under “2025 Performance Highlights” above. In particular, the Compensation Committee noted that the Company performed at the top of the market in a variety of measures, including: •our market-leading TSR performance, including performance at the approximate 80th percentile over the past five years •delivering strong absolute TSR, including 30.9% and 99.2% over the three-year and five-year periods, respectively •management utilized disciplined asset sales and selectively structured joint ventures during 2025 to recycle capital into higher-growth opportunities, enhance portfolio quality, and preserve balance sheet flexibility, while maintaining operational control and alignment with long-term stockholder interests Based on its review of 2025 performance, in February 2026, the Compensation Committee determined that each of Messrs. Kite, McGowan and Fear would be awarded 150% of the target value for the time-based awards. With respect to the annual time-based equity awards, each NEO may choose to receive LTIP Units or restricted common shares. Each of our NEOs elected to receive time-based LTIP Units, which, based on the closing price of our common shares on February 19, 2026 of $25.58, resulted in time-based LTIP Unit awards in the following amounts:

  60. ANNUAL EQUITY AWARDS

    | Named Executive Officer | Time-Based LTIP Units at 150% of Target ($ value) | Time-Based LTIP Units (# of units) | | John A. Kite | $3,540,000 | 138,390 | | Thomas K. McGowan | $1,155,000 | 45,153 | | Heath R. Fear | $1,095,000 | 42,807 |

  61. ANNUAL EQUITY AWARDS

    As would have been the case if granted as time-based restricted common shares, these time-based LTIP Units vest ratably over three years from the grant date of February 19, 2026 and will be subject to an additional two-year post-vesting holding period. While the Compensation Committee determined to make the foregoing grants to Messrs. Kite, McGowan and Fear based on 2025 performance, these awards were granted in February 2026; therefore, the value of such awards is not included in 2025 compensation in the “Summary Compensation Table” included in this proxy statement. 36 / 2026 Proxy Statement Compensation Discussion and Analysis Status of Performance-Based Equity Awards Granted Since 2022 To assist with calculating realizable pay, we provide the following updates with respect to ongoing and completed performance-based equity awards made to our Chief Executive Officer through December 31, 2025:

  62. ANNUAL EQUITY AWARDS

    | Grant Date | Thresh. Payout (Units) | Target Payout (Units) | Max. Payout (Units) | Perf. Period | Target/ Actual Earned Date | Actual Payout | | 1/14/22 (Merger Award) | — | 67,386 | 202,157 | ~3 years | 2/18/2025 | Maximum payout earned (or 202,157 LTIP Units for our CEO) | | 2/15/22 (Performance-Based LTIP Units) | 51,940 | 103,879 | 233,726 | 3 years | 2/14/2025 | 56.7% of target was earned (or 58,865 LTIP Units for our CEO) | | 2/14/23 (Performance-Based LTIP Units) | 57,433 | 114,865 | 258,446 | 3 years | 2/13/2026 | 96.7% of target was earned (or 111,036 LTIP Units for our CEO) | | 2/16/24 (Performance-Based LTIP Units) | 62,850 | 125,699 | 282,822 | 3 years | 2/15/2027 | Performance conditions to be measured at end of performance period and not yet satisfied. | | 2/18/25 (Performance-Based LTIP Units) | 78,948 | 157,895 | 355,264 | 3 years | 2/17/2028 | Performance conditions to be measured at end of performance period and not yet satisfied. |

  63. ANNUAL EQUITY AWARDS

    Other Compensation Plans and Personal Benefits We maintain a defined contribution plan (the “401(k) Plan”). All of our full-time employees are eligible to participate in the 401(k) Plan and are permitted to contribute up to the maximum percentage allowable without exceeding the limits under the Internal Revenue Code of 1986, as amended (the “Code”). All amounts deferred by a participant, as well as the contributions we make under the 401(k) Plan, vest immediately in the participant’s account. We may make “matching contributions” equal to 100% of the participant’s contribution up to 3% of the participant’s salary and 50% of the participant’s contribution over 3% and up to 5% of the participant’s salary, not to exceed the annual maximums determined under the Code, which were $23,500 for employee contributions (or for participants age 50 or over, $31,500) and $14,000 for employer matches. During 2025, we made matching contributions totaling $42,000 on behalf of the NEOs, in the aggregate. We periodically provide certain benefits to our employees that we believe are important to attract and retain talented individuals. In 2025, these benefits included payments related to healthcare and life insurance. These benefits provided to our NEOs in 2025 are described in the “Summary Compensation Table” below. We do not offer defined benefit pension or supplemental executive retirement plans to any of our employees. Share Ownership Requirements

  64. ANNUAL EQUITY AWARDS

    | CEO MUST OWN STOCK EQUAL TO 10X BASE SALARY |

  65. ANNUAL EQUITY AWARDS

    Pursuant to the Company’s existing policy that was adopted in 2015, our current NEOs are required to own a number of our common shares or units of limited partnership interest of our Operating Partnership with an aggregate value calculated as a multiple of his respective base salary, as follows:

  66. ANNUAL EQUITY AWARDS

    | Named Executive Officer | Multiple of Base Salary | Value of Minimum Share Ownership Requirements (based on 2025 Base Salary) | | John A. Kite | 10x | $10,000,000 | | Thomas K. McGowan | 3x | $1,800,000 | | Heath R. Fear | 3x | $1,800,000 |

  67. ANNUAL EQUITY AWARDS

    Each of Messrs. Kite, McGowan and Fear was in compliance with the ownership requirements as of December 31, 2025. 2026 Proxy Statement / 37 Compensation Discussion and Analysis Clawback Policy In accordance with implementing regulations of the Dodd-Frank Act and associated listing standards, in 2023 the Board adopted an updated incentive compensation recovery policy that provides for the mandatory recovery of incentive-based compensation from current and former executives that was erroneously awarded during the three years preceding the date that the Company is required to prepare an accounting restatement Timing of Certain Equity Awards While the Company has granted AO LTIP Units in the past as part of its compensation program, the Company does not currently grant awards of AO LTIP Units, stock options, stock appreciation rights, or similar option-like awards as part of its compensation program. The Company does not time the disclosure of material non-public information or the granting of equity awards for the purpose of impacting the value of executive compensation. Insider Trading Policy The Company has an insider trading policy that governs the purchase, sale, and other dispositions and transactions in our securities by our trustees, officers, and employees, which is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as NYSE listing standards, a copy of which was filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Transactions by the Company in its own securities are monitored by internal and external legal counsel for compliance with applicable securities laws. Tax Limits on Executive Compensation The Compensation Committee considers the tax deductibility of compensation as one of many factors when considering executive compensation program alternatives. Due to its tax status as a REIT, the Company must generally distribute at least 90% of its taxable income to shareholders. To the extent that compensation is not deductible, taxable income will be higher and distributions to shareholders may therefore be higher than they would be otherwise. Under Section 162(m) of the Code, a publicly held corporation is generally limited to a $1 million annual tax deduction for compensation paid to each of its “covered employees,” which generally includes the corporation’s chief executive officer, chief financial officer and the three other most highly compensated executive officers and certain former executive officers in such roles. Although the Compensation Committee is mindful of the limits imposed by Section 162(m), the Compensation Committee nevertheless reserves the right to structure the compensation packages and awards in a manner that may exceed the limitation on deduction imposed by Section 162(m) if it determines that such payments are consistent with our pay-for- performance philosophy and are in the best interests of the Company. 38 / 2026 Proxy Statement Compensation Discussion and Analysis Compensation Committee Report The Compensation Committee of our Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Respectfully submitted, The Compensation Committee of the Board of Trustees DERRICK BURKS (Chairman) VICTOR J. COLEMAN DAVID R. O’REILLY 2026 Proxy Statement / 39 Compensation of Executive Officers and Trustees The following tables contain certain compensation information for our NEOs. Our current NEOs consist of our Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer. Summary Compensation Table The following table sets forth a summary of all compensation earned, awarded or paid to the NEOs for the fiscal years ended December 31, 2025, 2024, and 2023.

  68. ANNUAL EQUITY AWARDS

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | John A. Kite Chairman & CEO | 2025 | $1,000,000 | $3,931,061 | $2,912,500 | $39,322 | $7,882,883 | | | 2024 | $1,000,000 | $3,213,639 | $2,655,000 | $37,805 | $6,906,444 | | | 2023 | $950,000 | $3,051,634 | $2,850,000 | $36,327 | $6,887,961 | | Thomas K. McGowan President & COO | 2025 | $600,000 | $1,298,594 | $1,165,000 | $31,187 | $3,094,781 | | | 2024 | $600,000 | $1,063,316 | $1,062,000 | $31,665 | $2,756,981 | | | 2023 | $550,000 | $988,606 | $1,100,000 | $29,271 | $2,667,877 | | Heath R. Fear EVP & CFO(4) | 2025 | $600,000 | $1,220,027 | $1,165,000 | $15,968 | $3,000,995 | | | 2024 | $600,000 | $989,257 | $1,062,000 | $15,718 | $2,666,975 | | | 2023 | $550,000 | $911,258 | $1,100,000 | $60,433 | $2,621,691 |

  69. PLAN-BASED AWARDS TABLE

    | Change in Control | Under the Equity Plan, in the event of a ‘corporate transaction’ (as defined in such plan) where outstanding equity awards are not assumed by our corporate successor, the NEO would receive: •full and immediate vesting of all equity awards that were granted under our previous equity incentive plans •full and immediate vesting of all time-vested equity awards granted under the Equity Plan (unless we elect to cancel such awards and pay the value received in the corporate transaction by holders of shares for them) •settlement of performance awards (i) at target if less than half the performance period has passed or if actual performance is not determinable, and (ii) based on actual performance to date if at least half the performance period has passed Under the form of award agreement for the performance-based LTIP Units, in the event of a corporate transaction, if such awards are not assumed, continued, or substituted for, the greater number of (i) the number of performance-based LTIP Units determined in accordance with actual performance through such corporate transaction based on the pro-rated performance goals or (ii) the target number of performance-based LTIP Units, will vest. | | For purposes of the foregoing scenarios, “Cause,” “Good Reason,” “Change in Control,” and “CIC Protection Period” are defined as follows: •Cause. Each of the 2020 Employment Agreements and 2026 Employment Agreements generally defines “cause” as an executive’s (i) conviction for or pleading nolo contendere to a felony; (ii) commission of an act of fraud, theft or dishonesty related to our business or his duties; (iii) willful and continuing failure or habitual neglect to perform his duties; (iv) material violation of confidentiality covenants, non-competition agreement or other restrictive covenants contained in the employment agreement; or (v) willful and continuing breach of the employment agreement. •Good Reason. Each of the 2020 Employment Agreements and 2026 Employment Agreements generally defines “good reason” as (i) a material reduction in the executive’s authority, duties and responsibilities or the assignment to him of duties materially and adversely inconsistent with his position; (ii) a material reduction in the executive’s annual salary (or, under the 2026 Employment Agreements, target annual bonus opportunity) that is not in connection with a reduction of compensation applicable to senior management employees; (iii) our requirement that the executive’s work location be moved more than 50 miles from our principal place of business in Indianapolis, Indiana; (iv) our failure to obtain a reasonably satisfactory agreement in form and substance to the executive from any successor to our business to assume and perform the employment agreement; or (v) our material breach of the employment agreement. •Change in Control. The Equity Plan generally defines “corporate transaction” as the first occurrence of, in a single transaction or in a series of related transactions, of any of the following events: (i) our dissolution or liquidation or a merger, consolidation, or reorganization of the Company with one or more other entities in which we are not the surviving entity; (ii) a consummated sale of all or substantially all of the assets of the Company to another person or entity; (iii) any transaction (including a merger or reorganization in which we are the surviving entity) that results in any person or entity (other than persons or entities who are shareholders or affiliates of the Company immediately prior to the transaction) owning 30% or more of the combined voting power of all classes of our shares; or (iv) a change in the composition of our Board as of July 23, 2004, in which the incumbent trustees cease, for any reason, to constitute a majority of the Board unless each trustee who was not an incumbent trustee was elected, or nominated for election, and approved by a vote of at least a majority of the incumbent trustees and trustees subsequently so elected or nominated, excluding those trustees who initially assumed office as a result of an actual or threatened election contest or other solicitation of proxies by or on behalf of an individual, entity or group other than the Board. •CIC Protection Period. Each of the 2020 Employment Agreements and 2026 Employment Agreements defines “CIC Protection Period” as the period commencing as of the date of the consummation of a Change in Control and ending on the second anniversary of the consummation of such Change in Control. | |

  70. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  71. PAY VERSUS PERFORMANCE TABLE

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3)(4) | Net Income(5) | Core FFO per Share(6) | | 2025 | $7,882,883 | $13,837,527 | $3,047,888 | $4,952,441 | $199.15 | $137.83 | $305,528,000 | $2.06 | | 2024 | $6,906,444 | $11,713,516 | $2,711,978 | $4,461,148 | $199.65 | $133.97 | $4,416,000 | $1.99 | | 2023 | $6,887,961 | $10,722,993 | $2,644,784 | $3,756,669 | $172.90 | $123.21 | $48,383,000 | $1.90 | | 2022 | $10,245,701 | $5,427,279 | $3,988,896 | $3,148,121 | $152.12 | $108.34 | $(12,154,000) | $1.81 | | 2021 | $5,815,004 | $23,465,527 | $2,363,236 | $6,425,714 | $150.92 | $143.24 | $(81,722,000) | $1.50 |

  72. PAY VERSUS PERFORMANCE TABLE

    (1)Reflects summary compensation table amounts and Compensation Actually Paid to our PEO and the average summary compensation table amounts and Compensation Actually Paid to our Non-PEO NEOs, which includes the individuals indicated in the table below for each fiscal year:

  73. PAY VERSUS PERFORMANCE TABLE

    | Year | PEO | Non-PEO NEOs* | | 2025 | John A. Kite (Chairman & CEO) | Thomas K. McGowan (President & COO) and Heath R. Fear (EVP & CFO) | | 2024 | John A. Kite (Chairman & CEO) | Thomas K. McGowan (President & COO) and Heath R. Fear (EVP & CFO) | | 2023 | John A. Kite (Chairman & CEO) | Thomas K. McGowan (President & COO) and Heath R. Fear (EVP & CFO) | | 2022 | John A. Kite (Chairman & CEO) | Thomas K. McGowan (President & COO) and Heath R. Fear (EVP & CFO) | | 2021 | John A. Kite (Chairman & CEO) | Thomas K. McGowan (President & COO) and Heath R. Fear (EVP & CFO) | | * In addition to his role as Chief Financial Officer, Mr. Fear was appointed President of the Company in March 2026. | | |

  74. PAY VERSUS PERFORMANCE TABLE

    50 / 2026 Proxy Statement Compensation of Executive Officers and Trustees (2)Compensation Actually Paid is calculated in accordance with SEC rules. Adjustments made to each NEO’s total compensation for each year to determine Compensation Actually Paid are shown in the table below:

  75. PAY VERSUS PERFORMANCE TABLE

    | Adjustments to Determine Compensation ‘‘Actually Paid’’ for PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | $(3,931,061) | $(3,213,639) | $(3,051,634) | $(6,411,946) | $(2,425,631) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | $8,750,826 | $6,119,374 | $4,725,216 | $7,698,026 | $3,865,837 | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | $718,064 | $34,066 | $360,207 | $(5,370,914) | $15,697,507 | | Increase for Fair Value of Awards Granted during year that Vested during year | $— | $— | $— | $— | $— | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $108,129 | $1,545,346 | $1,482,476 | $(971,346) | $335,145 | | Deduction of Prior Year-end Fair Value of Awards that were Forfeited | $— | $— | $— | $— | $— | | Increase for Value of Dividends Paid on Unvested Awards not otherwise reflected in the fair value or other component of total compensation | $308,686 | $321,925 | $318,767 | $237,758 | $177,665 | | Total Adjustments | $5,954,644 | $4,807,072 | $3,835,032 | $(4,818,422) | $17,650,523 |

  76. PAY VERSUS PERFORMANCE TABLE

    | Adjustments to Determine Compensation ‘‘Actually Paid’’ for Non-PEO NEOs (Average) | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | $(1,259,311) | $(1,026,287) | $(949,932) | $(2,274,376) | $(805,457) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | $2,792,487 | $1,959,462 | $1,478,707 | $2,622,173 | $1,242,581 | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | $231,959 | $22,869 | $69,475 | $(1,062,962) | $3,452,721 | | Increase for Fair Value of Awards Granted during year that Vested during year | $— | $— | $— | $— | $— | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $36,653 | $682,994 | $398,093 | $(218,857) | $98,591 | | Deduction of Prior Year-end Fair Value of Awards that were Forfeited | $— | $— | $— | $— | $— | | Increase for Value of Dividends Paid on Unvested Awards not otherwise reflected in the fair value or other component of total compensation | $102,765 | $110,132 | $115,542 | $93,247 | $74,042 | | Total Adjustments | $1,904,553 | $1,749,170 | $1,111,885 | $(840,775) | $4,062,478 |

  77. PAY VERSUS PERFORMANCE TABLE

    The valuation assumptions used to calculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date; however, the methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. Fair value conclusions also include the application of a discount to account for the lack of marketability, or illiquidity, associated with the post-vest restriction period and the uncertainty regarding if the book capital account of LTIP Units equals that of common units. (3)Reflects the value of an initial investment of $100 on December 31, 2020, assuming dividends are reinvested throughout the period. (4)Reflects the FTSE Nareit All Equity REITs Index. (5)Net income for prior years has been updated to reflect net income rather than net income attributable to common shareholders. (6)Reflects Core FFO, adjusted in 2021 and 2022 for merger and acquisition costs and excludes the impact of prior period bad debt or the collection of accounts receivable previously written off; and adjusted in 2024 and 2025 for the impact of the outperformance component of short-term incentive compensation. 2026 Proxy Statement / 51 Compensation of Executive Officers and Trustees