KITE REALTY GROUP TRUSTKRG
KITE REALTY GROUP TRUST Stock Compensation Disclosure
SHARE-BASED COMPENSATION
Overview
The Company’s 2013 Equity Incentive Plan was amended and restated as of May 11, 2022 (the “Equity Plan”) to, among other things, provide for the issuance of up to an additional 3,000,000 common share equivalents of the Company. The Equity Plan authorizes the issuance of share options, share appreciation rights, restricted shares and units, long-term incentive plan units (“LTIP Units”), “appreciation only” LTIP Units (“AO LTIP Units”), performance awards, and other share-based awards to the Company’s employees and trustees. As of December 31, 2025, there were 3,632,531 common share equivalents available for grant under the Equity Plan. The Company accounts for its share-based compensation in accordance with the fair value recognition provisions provided in ASC 718, Stock Compensation.
During the years ended December 31, 2025, 2024 and 2023, the Company recognized $10.8 million, $10.7 million, and $10.1 million of share-based compensation expense, net of amounts capitalized, respectively, which is included within “General, administrative and other” expenses in the accompanying consolidated statements of operations and comprehensive income (loss). During the years ended December 31, 2025, 2024 and 2023, the Company capitalized $1.1 million, $1.1 million, and $1.4 million of share-based compensation for development activities, respectively. The Company recognizes forfeitures as they occur.
Share Options
Pursuant to the Equity Plan, the Company may periodically grant options to purchase common shares at an exercise price equal to the grant date fair value of the Company’s common shares. The Company would issue new common shares upon the exercise of options.
There was no option activity during the years ended December 31, 2025 and 2024 as all outstanding options were exercised during 2022. In addition, no options were granted during the years ended December 31, 2025, 2024 and 2023.
Restricted Shares
The Equity Plan authorizes the grant of restricted common shares, which are considered outstanding shares from the date of grant and typically vest over a period ranging from to five years. The Company pays dividends on restricted shares, and such dividends are included within “Accumulated deficit” in the accompanying consolidated balance sheets.
The following table summarizes the activity for the restricted shares that were granted to the Company’s employees and Board of Trustees for the year ended December 31, 2025:
| Number of Restricted Shares | Weighted Average Grant Date Fair Value per Share | ||||||||||
| Restricted shares outstanding as of January 1, 2025 | 385,236 | $ | 21.37 | ||||||||
| Shares granted | 242,980 | 22.97 | |||||||||
| Shares forfeited | (19,128) | 22.24 | |||||||||
| Shares vested | (219,580) | 20.26 | |||||||||
| Restricted shares outstanding as of December 31, 2025 | 389,508 | $ | 22.32 | ||||||||
The following table summarizes the restricted share grants and vestings during the years ended December 31, 2025, 2024 and 2023 (dollars in thousands, except share and per share data):
| Number of Restricted Shares Granted | Weighted Average Grant Date Fair Value per Share | Fair Value of Restricted Shares Vested | |||||||||||||||
| 2025 | 242,980 | $ | 22.97 | $ | 3,324 | ||||||||||||
| 2024 | 256,134 | $ | 21.20 | $ | 3,736 | ||||||||||||
| 2023 | 229,551 | $ | 21.45 | $ | 3,936 | ||||||||||||
As of December 31, 2025, there was $5.0 million of total unrecognized compensation expense related to restricted shares, which is expected to be recognized over a weighted average period of one year. We expect to incur approximately $3.1 million of this expense in 2026, $1.6 million in 2027, and the remainder in 2028.
LTIP Units
Time-based LTIP Unit awards were granted on a discretionary basis to the Company’s named executive officers during the years ended December 31, 2025, 2024 and 2023, based on a review of the prior year’s performance.
The following table summarizes the activity for the LTIP Units that were granted to the Company’s named executive officers for the year ended December 31, 2025:
| Number of LTIP Units | Weighted Average Grant Date Fair Value per Unit | ||||||||||
| LTIP Units outstanding as of January 1, 2025 | 410,709 | $ | 16.43 | ||||||||
| LTIP Units granted | 198,039 | 18.81 | |||||||||
| LTIP Units vested | (226,779) | 15.86 | |||||||||
| LTIP Units outstanding as of December 31, 2025 | 381,969 | $ | 18.00 | ||||||||
The following table summarizes the LTIP Unit grants and vestings during the years ended December 31, 2025, 2024 and 2023 (dollars in thousands, except unit and per unit data):
| Number of LTIP Units Granted | Weighted Average Grant Date Fair Value per Unit | Fair Value of LTIP Units Vested | |||||||||||||||
| 2025 | 198,039 | $ | 18.81 | $ | 5,197 | ||||||||||||
| 2024 | 194,136 | $ | 16.99 | $ | 4,270 | ||||||||||||
| 2023 | 163,515 | $ | 17.45 | $ | 3,740 | ||||||||||||
As of December 31, 2025, there was $4.1 million of total unrecognized compensation expense related to LTIP Units, which is expected to be recognized over a weighted average period of 0.9 years. We expect to incur approximately $2.5 million of this expense in 2026, $1.4 million in 2027, and the remainder in 2028.
AO LTIP Units
During the years ended December 31, 2024 and 2023, the Company’s executive officers exercised 485,593 and 551,817 AO LTIP Units, respectively, which were previously granted in connection with the Company’s annual review of executive compensation. No AO LTIP Units were granted or exercised during the year ended December 31, 2025. AO LTIP Units are designed to have economics similar to stock options and allow the recipient, subject to vesting requirements, to realize value above a threshold level as of the grant date of the award (the “Participation Threshold”). The value of vested AO LTIP Units is realized through conversion into a number of vested LTIP Units in the Operating Partnership determined on the basis of how much the value of a common share of the Company has increased over the Participation Threshold.
The AO LTIP Units became exercisable and convertible into vested LTIP Units of the Operating Partnership after they became vested AO LTIP Units. The awards of AO LTIP Units were subject to both time-based and stock price performance-based vesting requirements. Subject to the terms of the award agreements, the AO LTIP Units vested and became fully exercisable as of the date that both of the following requirements had been met: (i) the grantee remains in continuous service from the grant date through the third anniversary of the grant date; and (ii) at any time during the five-year period following the grant date for awards granted in 2019 and at any time during the period beginning in the second year and ending at the end of the fifth year following the grant date for awards granted in 2020 and 2021, the reported closing price per common share of the Company appreciates at least 20% for awards granted in 2019 and at least 15% for awards granted in 2020 and 2021 over the applicable Participation Threshold per AO LTIP Unit for a minimum of 20 consecutive trading days.
The AO LTIP Units were valued using a Monte Carlo simulation, and the resulting compensation expense was amortized over a period of to five years. During the years ended December 31, 2025, 2024 and 2023, the Company recognized compensation expense for the AO LTIP Units of $0.1 million, $0.8 million, and $1.7 million, respectively.
Special Long-Term Equity Award
In January 2022, the Compensation Committee of the Company’s Board of Trustees granted a total of 363,883 LTIP Units to the Company’s named executive officers as a special long-term equity award related to the October 2021 merger with RPAI, which were subject to both performance and service conditions. The LTIP Units granted were subject to an approximate three-year performance and service period, from October 23, 2021 through December 31, 2024, with the following performance components: (i) cumulative annualized net operating income for executed new leases from October 1, 2021 to December 31, 2024, which was weighted at 60%; (ii) post-merger cash general and administrative expense synergies achieved as of the end of the performance period, which was weighted at 20%; and (iii) same property net operating income margin improvement over the performance period, which was weighted at 20%. Overall performance was further subject to an absolute total shareholder return modifier that could increase (or decrease) the total number of LTIP Units that were eligible to vest by up to 25% (not to exceed the maximum number of LTIP Units). In February 2025, a total of 363,883 LTIP Units were granted to the Company’s named executive officers related to the special long-term equity award. Distributions accrued during the performance period and were paid only on LTIP Units that vested at the conclusion of the performance period, which totaled $1.0 million and were settled in cash at such time.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 17, 2026 | Showing above |
| 2024 | Feb 12, 2025 | |
| 2023 | Feb 20, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Feb 22, 2021 | |
| 2019 | Feb 20, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 20, 2018 | |
| 2016 | Feb 27, 2017 | |
| 2015 | Feb 26, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.