Kite Realty closes $345M exchangeable notes at 3.25%, retires $300M 4.00% debt

The Operating Partnership may redeem the Notes, at its option, in whole or in part, on any business day on or after July 20, 2029, if the last reported sale price of the Common Shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Operating Partnership provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (the “redemption price”).

on June 29, 2026 its operating partnership, Kite Realty Group, L.P. (the “Operating Partnership”), priced an offering (the “Offering”) of $300 million aggregate principal amount of 3.25% exchangeable senior notes due 2032 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Operating Partnership also granted the initial purchasers of the Notes an option to purchase up to an additional $45 million aggregate principal amount of Notes. The sale of the Notes is expected to close on July 2, 2026, subject to customary closing conditions.

The Operating Partnership estimates that the net proceeds from the Offering will be approximately $291.8 million (or approximately $335.7 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting the initial purchasers’ discount and estimated offering expenses payable by the Company and the Operating Partnership. The Operating Partnership intends to use the net proceeds from the Offering to enter into the capped call transactions described below and to use the remaining net proceeds from the Offering, together with the proceeds from our recent asset dispositions, to (i) repurchase approximately $30 million of the Company’s Common Shares concurrently with the pricing of the Offering in privately negotiated transactions through one of the initial purchasers of the Offering or its affiliates, as the Operating Partnership’s agent, and (ii) repay or redeem all of the Operating Partnership’s $300 million aggregate principal amount of 4.00% senior unsecured notes due 2026 at or prior to maturity.

Prior to the close of business on the business day immediately preceding January 15, 2032, the Notes will be exchangeable into cash up to the principal amount of the Notes exchanged and, if applicable, cash or common shares of beneficial interest, par value $0.01 per share, of the Company (the “Common Shares”) or a combination thereof, only upon certain circumstances and during certain periods. On or after January 15, 2032, the Notes will be exchangeable into cash up to the principal amount of the Notes exchanged and, if applicable, cash or Common Shares or a combination thereof at the option of the holders at any time prior to the close of business on the second scheduled trading day preceding the Maturity Date. The exchange rate will initially equal 28.2466 Common Shares per $1,000 principal amount of the Notes, which is equivalent to an exchange price of approximately $35.40 per Common Share and an exchange premium of approximately 22.5% based on the closing price of $28.90 per Common Share on June 29, 2026.

On June 30, 2026, the Company and the Issuer issued a press release pursuant to Rule 135c under the Securities Act in connection with the pricing of the Notes.

On July 2, 2026, the Company and the Issuer issued a press release pursuant to Rule 135c under the Securities Act in connection with the issuance of the Notes.

The Notes were issued to the initial purchasers in reliance upon Section 4(a) (2) of the Securities Act, in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in and in accordance with Rule 144A under the Securities Act.

Initially, a maximum of 11,937,690 Common Shares may be issued upon exchange of the Notes, based on the initial maximum exchange rate of 34.6020 Common Shares per $1,000 principal amount of Notes, which is subject to customary adjustments.

The net proceeds from the offering, after deducting the initial purchasers’ discount and estimated offering costs and expenses payable by the Issuer and the Company, were approximately $335.7 million.