InvenTrust Properties Corp 10-Q for FY2026 Q3
InvenTrust Properties Corp. (IVT)
10-Q
2026-10-27
For: 2026-09-30
View Original
Added on
October 27, 2026
About this 10-Q
InvenTrust Properties Corp filed this 10-Q on October 27, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
InvenTrust Properties Corp. acquired New Garden Crossing for $34.0 million, while nine-month Same Property NOI increased $4.7 million, or 3.4%, and Core FFO per diluted share rose to $1.47 from $1.37. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $87.12M
- up 17.0% from $74.47M a year earlier
- Net income
- $19.41M
- up 222.2% from net income of $6.03M a year earlier
- Diluted EPS
- $0.25
- up 212.5% from $0.08 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended September 30, 2026
or
For the transition period from to
Commission File Number: 001-40896
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.) | |||||||||||||||||||||
| (Address of principal executive offices) (Zip Code) | (Registrant’s telephone number, including area code) | ||||||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 23, 2026, there were 77,978,431 shares of the registrant's common stock outstanding.
INVENTRUST PROPERTIES CORP.
Quarterly Report on Form 10-Q
For the quarterly period ended September 30, 2026
Table of Contents
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| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
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-i-
INVENTRUST PROPERTIES CORP.
Condensed Consolidated Balance Sheets
(in thousands, except share amounts)
| As of | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Investment properties | |||||||||||
| Land | $ | $ | |||||||||
| Building and other improvements | |||||||||||
| Construction in progress | |||||||||||
| Total | |||||||||||
| Less accumulated depreciation | ( | ( | |||||||||
| Net investment properties | |||||||||||
| Cash, cash equivalents, and restricted cash | |||||||||||
| Intangible assets, net | |||||||||||
| Accounts and rents receivable | |||||||||||
| Deferred costs and other assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Debt, net | $ | $ | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Distributions payable | |||||||||||
| Intangible liabilities, net | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' Equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Distributions in excess of accumulated net income | ( | ( | |||||||||
| Accumulated comprehensive income | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to the condensed consolidated financial statements.
1
INVENTRUST PROPERTIES CORP.
Condensed Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
(in thousands, except share and per share amounts)
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Income | |||||||||||||||||||||||
| Lease income, net | $ | $ | $ | $ | |||||||||||||||||||
| Other property income | |||||||||||||||||||||||
| Total income | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Property operating | |||||||||||||||||||||||
| Real estate taxes | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Other (expense) income | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Gain on sale of investment properties | |||||||||||||||||||||||
| Other income and expense, net | ( | ||||||||||||||||||||||
| Total other (expense) income, net | ( | ( | |||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common shares outstanding - basic | |||||||||||||||||||||||
| Weighted-average common shares outstanding - diluted | |||||||||||||||||||||||
| Net income per common share - basic | $ | $ | $ | $ | |||||||||||||||||||
| Net income per common share - diluted | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Unrealized gain (loss) on derivatives, net | ( | ( | |||||||||||||||||||||
| Reclassification to net income | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
2
INVENTRUST PROPERTIES CORP.
Condensed Consolidated Statements of Equity
(Unaudited)
(in thousands, except share amounts)
| Number of Shares | Common Stock | Additional Paid-in Capital | Distributions in Excess of Accumulated Net Income | Accumulated Comprehensive Income | Total | ||||||||||||||||||||||||||||||
| Beginning balance, January 1, 2026 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Unrealized gain on derivatives | — | — | — | — | |||||||||||||||||||||||||||||||
| Reclassification to interest expense, net | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Distributions declared ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation, net | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Ending balance, March 31, 2026 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Unrealized loss on derivatives | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Reclassification to interest expense, net | — | — | — | — | |||||||||||||||||||||||||||||||
Distributions declared ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | ||||||||||||||||||||||||||||||||
| Ending balance, June 30, 2026 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Unrealized gain on derivatives | — | — | — | — | |||||||||||||||||||||||||||||||
| Reclassification to interest expense, net | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Distributions declared ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | ||||||||||||||||||||||||||||||||
| Ending balance, September 30, 2026 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
3
INVENTRUST PROPERTIES CORP.
Condensed Consolidated Statements of Equity
(Unaudited)
(in thousands, except share amounts)
| Number of Shares | Common Stock | Additional Paid-in Capital | Distributions in Excess of Accumulated Net Income | Accumulated Comprehensive Income | Total | ||||||||||||||||||||||||||||||
| Beginning balance, January 1, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Unrealized loss on derivatives | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Reclassification to interest expense, net | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Distributions declared ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Stock-based compensation, net | — | — | |||||||||||||||||||||||||||||||||
| Ending balance, March 31, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Unrealized loss on derivatives | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Reclassification to interest expense, net | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Distributions declared ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Stock-based compensation, net | — | — | — | ||||||||||||||||||||||||||||||||
| Ending balance, June 30, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Unrealized loss on derivatives | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Reclassification to interest expense, net | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Distributions declared ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | ||||||||||||||||||||||||||||||||
| Ending balance, September 30, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
4
INVENTRUST PROPERTIES CORP.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
| Nine months ended September 30 | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of market-lease intangibles and inducements, net | ( | ( | |||||||||
| Amortization of debt discounts and financing costs | |||||||||||
| Accretion of finance lease liability | |||||||||||
| Straight-line rent adjustments, net | ( | ( | |||||||||
| Provision for estimated credit losses | |||||||||||
| Gain on sale of investment properties | ( | ( | |||||||||
| Stock-based compensation, net | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts and rents receivable | ( | ( | |||||||||
| Deferred costs and other assets, net | ( | ( | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Other liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchase of investment properties | ( | ( | |||||||||
| Capital investments and leasing costs | ( | ( | |||||||||
| Sale of investment properties, net | |||||||||||
| Other investing activities, net | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payment of tax withholdings for stock-based compensation | ( | ( | |||||||||
| Proceeds from sale of common stock under ESPP | |||||||||||
| Payment of common stock offering costs | ( | ( | |||||||||
| Distributions to stockholders | ( | ( | |||||||||
| Proceeds from term loan | |||||||||||
| Repayment of term loan | ( | ||||||||||
| Proceeds from revolving credit facility | |||||||||||
| Repayments of revolving credit facility | ( | ( | |||||||||
| Proceeds from senior notes | |||||||||||
| Payoffs of mortgage debt | ( | ||||||||||
| Payment of mortgage principal | ( | ( | |||||||||
| Payment of financing costs | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net decrease in cash, cash equivalents, and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents, and restricted cash at the beginning of the period | |||||||||||
| Cash, cash equivalents, and restricted cash at the end of the period | $ | $ | |||||||||
5
INVENTRUST PROPERTIES CORP.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
| Nine months ended September 30 | |||||||||||
| 2026 | 2025 | ||||||||||
| Supplemental disclosure and schedules: | |||||||||||
| Cash flow disclosure, including non-cash activities: | |||||||||||
| Cash paid for interest, net of capitalized interest | $ | $ | |||||||||
| Cash paid for income taxes, net of refunds | |||||||||||
| Distributions payable to stockholders | |||||||||||
| Accrued capital investments and leasing costs | |||||||||||
| Capitalized costs placed in service | |||||||||||
| Gross issuance of shares for stock-based compensation | |||||||||||
| Finance lease right of use assets obtained in exchange for lease liabilities | |||||||||||
| Reconciliation to gross acquisition price: | |||||||||||
| Purchase of investment properties | $ | $ | |||||||||
| Assumption of mortgage principal | |||||||||||
| Capitalized acquisition costs | ( | ( | |||||||||
| Closing credits | |||||||||||
| Prorations and other changes in cash outflow, net | |||||||||||
| Gross acquisition price of investment properties | $ | $ | |||||||||
| Reconciliation to gross disposition price: | |||||||||||
| Sale of investment properties, net | $ | $ | |||||||||
| Credits and other changes in cash inflow, net | |||||||||||
| Gross disposition price of investment properties | $ | $ | |||||||||
See accompanying notes to the condensed consolidated financial statements.
6
INVENTRUST PROPERTIES CORP.
Notes to Condensed Consolidated Financial Statements
September 30, 2026 and 2025
(Unaudited)
The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. Readers of these interim condensed consolidated financial statements in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (this "Quarterly Report") should refer to the audited consolidated financial statements of InvenTrust Properties Corp. (the "Company" or "InvenTrust") as of and for the year ended December 31, 2025, which are included in the Company's Annual Report on Form 10-K (the "Annual Report") as certain note disclosures contained in such audited consolidated financial statements have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary (consisting of normal recurring accruals, except as otherwise noted) for a fair presentation have been included in these condensed consolidated financial statements. Unless otherwise noted, all square feet and dollar amounts are stated in thousands, except share, per share and per square foot data. Number of properties and square feet are unaudited.
1. Organization
On October 4, 2004, InvenTrust Properties Corp. was incorporated as Inland American Real Estate Trust, Inc., a Maryland corporation, and elected to operate in a manner to be taxed as a real estate investment trust ("REIT") for federal tax purposes. The Company changed its name to InvenTrust Properties Corp. in April of 2015 and is focused on owning, leasing, redeveloping, acquiring, and managing a multi-tenant retail platform.
As a REIT, the Company is entitled to a tax deduction for some or all of the dividends paid to stockholders. Accordingly, the Company generally will not be subject to federal income taxes as long as it currently distributes to stockholders an amount equal to or in excess of the Company's taxable income. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates.
The accompanying condensed consolidated financial statements include the accounts of the Company, as well as all wholly-owned subsidiaries. Subsidiaries generally consist of limited liability companies and limited partnerships. All significant intercompany balances and transactions have been eliminated. Each retail property is owned by a separate legal entity that maintains its own books and financial records. Each separate legal entity's assets are not available to satisfy the liabilities of other affiliated entities.
The Company has a single reportable segment, multi-tenant retail, for disclosure purposes in accordance with GAAP. The following table summarizes the Company's retail portfolio as of September 30, 2026 and 2025:
As of September 30 | |||||||||||
| 2026 | 2025 | ||||||||||
| No. of properties | |||||||||||
| Gross Leasable Area ("GLA") (square feet) | |||||||||||
7
2. Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, judgments, and assumptions are required in a number of areas, including, but not limited to, evaluating the impairment of long-lived assets, allocating the purchase price of acquired retail properties, determining the fair value of debt, and evaluating the collectability of accounts receivable. The Company bases these estimates, judgments, and assumptions on historical experience and various other factors that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates.
Recently Issued Accounting Pronouncements Not Yet Adopted
The following table summarizes recently issued accounting pronouncements and the potential impact on the Company:
| Standard | Description | Effective date | Effect on the financial statements or other significant matters | |||||||||||||||||
| ASU No. 2024-03 Disaggregation of Income Statement Expenses (Subtopic 220-40) and related updates | The Accounting Standards Update ("ASU") is intended to improve financial reporting by requiring more granular disclosures about an entity’s expenses so investors can better understand performance, prospects for future cash flows and comparability over time. The primary goal is to improve the decision-usefulness of expense information through disaggregation of relevant expense captions in the notes to the financial statements. | Annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. | The Company continues to evaluate this guidance and expects the impact to be limited to incremental disclosure. The Company does not expect the standard to have an impact on the Company's financial position, results of operations, or cash flows. | |||||||||||||||||
| ASU No. 2025-11 Interim Reporting (Topic 270) and related updates | The ASU is intended to improve the navigability of the interim guidance by clarifying when it applies and creating a comprehensive list of required interim disclosures. The ASU incorporates an interim disclosure principle requiring entities to disclose material events and changes that occur after the end of the most recent annual reporting period. | Interim reporting periods within annual reporting periods beginning after December 15, 2027. | The ASU states that U.S. Securities and Exchange Commission ("SEC") registrants should refer to the relevant form and content requirements under Reg S-X, Rule 10-01 and Reg S-X, Rule 8-03. As the Company is already in compliance with the aforementioned requirements, the Company does not expect this guidance to result in meaningful changes in the Company's interim disclosure. | |||||||||||||||||
Other recently issued accounting standards or pronouncements not disclosed in the foregoing table have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on the condensed consolidated financial statements of the Company.
8
3. Revenue Recognition
Operating Leases
Minimum lease payments to be received under long-term operating leases and short-term specialty leases, excluding additional percentage rent based on tenants' sales volume and tenant reimbursements of certain operating expenses, and assuming no exercise of renewal options or early termination rights, are as follows:
As of September 30, 2026 | |||||
| Remaining 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
The foregoing table includes payments from tenants who have taken possession of their space and tenants who have been moved to the cash basis of accounting for revenue recognition purposes. The remaining lease terms range from less than one year to fifty-four years .
The following table presents the disaggregation of lease income, net:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Minimum base rent | $ | $ | $ | $ | |||||||||||||||||||
| Real estate tax recoveries | |||||||||||||||||||||||
| Common area maintenance, insurance, and other recoveries | |||||||||||||||||||||||
| Ground rent income | |||||||||||||||||||||||
| Amortization of market-lease intangibles and inducements, net | |||||||||||||||||||||||
| Short-term and other lease income | |||||||||||||||||||||||
| Termination fee income | |||||||||||||||||||||||
| Straight-line rent adjustments, net | |||||||||||||||||||||||
| Provision for estimated credit losses | ( | ( | ( | ( | |||||||||||||||||||
| Lease income, net | $ | $ | $ | $ | |||||||||||||||||||
4. Acquired Properties
The following table reflects the retail properties acquired during the nine months ended September 30, 2026:
| Month Acquired | Property | Market | GLA (Square Feet) | Gross Acquisition Price | ||||||||||||||||||||||||||||
| Feb-26 | Marketplace at Hudson Station | Phoenix, AZ | $ | |||||||||||||||||||||||||||||
| Feb-26 | Nashville West | Nashville, TN | ||||||||||||||||||||||||||||||
| Mar-26 | The Centre on Hugh Howell - Outparcel (a) | Atlanta, GA | ||||||||||||||||||||||||||||||
| May-26 | 3609 South | Charlotte, NC | ||||||||||||||||||||||||||||||
| Jun-26 | Sweetgrass Corner | Charleston, SC | ||||||||||||||||||||||||||||||
| Jun-26 | Western Plaza | Knoxville, TN | ||||||||||||||||||||||||||||||
| Jul-26 | New Garden Crossing | Greensboro, NC | ||||||||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||||||||
(a)The Company acquired a single-tenant outparcel adjacent to this retail property. The assets, liabilities, and operations of the outparcel acquired are combined for presentation purposes with the retail property already owned by the Company.
9
The following table reflects the retail properties acquired during the nine months ended September 30, 2025:
| Month Acquired | Property | Market | GLA (Square Feet) | Gross Acquisition Price | Assumption of Mortgage Debt | |||||||||||||||||||||||||||
| Apr-25 | Plaza Escondida (a) | Tucson, AZ | $ | $ | ||||||||||||||||||||||||||||
| Apr-25 | Carmel Village | Charlotte, NC | ||||||||||||||||||||||||||||||
| Jun-25 | West Ashley Station (b) | Charleston, SC | ||||||||||||||||||||||||||||||
| Jun-25 | Twelve Oaks Shopping Center | Savannah, GA | ||||||||||||||||||||||||||||||
| Jul-25 | The Marketplace at Encino Park | San Antonio, TX | ||||||||||||||||||||||||||||||
| Jul-25 | West Broad Marketplace | Richmond, VA | ||||||||||||||||||||||||||||||
| Aug-25 | Asheville Market (c) | Asheville, NC | ||||||||||||||||||||||||||||||
| Sep-25 | Rea Farms | Charlotte, NC | ||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||
(a)The Company recognized a fair value adjustment of $507 related to the mortgage payable secured by the property.
(b)The Company recognized a finance lease liability of $10,973 associated with the ground lease assumed upon the acquisition of this property. See "Note 11. Commitments and Contingencies".
(c)The Company recognized a fair value adjustment of $607 related to the mortgage payable secured by the property.
The following table presents the Company's purchase price allocations of retail properties acquired, accounted for as asset acquisitions, during the nine months ended September 30, 2026 and 2025:
2026 Acquisitions | 2025 Acquisitions | ||||||||||||||||||||||
| Amount | Weighted Average Useful Life (in Years) | Amount | Weighted Average Useful Life (in Years) | ||||||||||||||||||||
| Land | $ | N/A | $ | N/A | |||||||||||||||||||
| Building, roofs, and site improvements | |||||||||||||||||||||||
| Finance lease fair value adjustment (a) | N/A | ( | |||||||||||||||||||||
| In-place lease intangibles | |||||||||||||||||||||||
| Above-market lease intangibles | |||||||||||||||||||||||
| Mortgage payable fair value adjustments | N/A | ||||||||||||||||||||||
| Below-market lease intangibles | ( | ( | |||||||||||||||||||||
| Net assets acquired | |||||||||||||||||||||||
| Capitalized acquisition costs | ( | ( | |||||||||||||||||||||
| Closing credits | |||||||||||||||||||||||
| Gross acquisition price | $ | $ | |||||||||||||||||||||
(a)The Company recognized a fair value adjustment to the finance lease right-of-use ("ROU") asset related to the ground lease assumed upon the acquisition of West Ashley Station. See "Note 11. Commitments and Contingencies".
10
5. Disposed Properties
The following table reflects the real property disposed of during the nine months ended September 30, 2026.
| Month Disposed | Property | Market | GLA (Square Feet) | Gross Disposition Price | Gain on Sale | |||||||||||||||||||||||||||
| Sep-26 | Eldridge Town Center | Houston, TX | $ | $ | ||||||||||||||||||||||||||||
The following table reflects the real property disposed of during the nine months ended September 30, 2025:
| Month Disposed | Property | Market | GLA (Square Feet) | Gross Disposition Price | Gain on Sale | |||||||||||||||||||||||||||
| Jun-25 | California portfolio disposition (a) | California | $ | $ | ||||||||||||||||||||||||||||
| Sep-25 | Custer Creek Village (b) | Dallas, TX | N/A | |||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||
(a)The Company disposed of five properties, consisting of River Oaks Shopping Center, Campus Marketplace, Old Grove Marketplace, Bear Creek Village Center, and Pavilion at La Quinta, as part of a portfolio sale.
(b)This disposition was related to the completion of a partial condemnation at one retail property.
11
6. Debt
The Company's debt consists of mortgages payable, unsecured term loans, senior notes, an unsecured revolving credit facility, and a finance lease liability. The Company believes it has the ability to repay, refinance, or extend any of its debt, and that it has adequate sources of funds to meet short-term cash needs. The Company intends to use cash on hand, available capacity on credit agreements, if any, and proceeds from property sales, to repay, refinance, or extend the mortgages payable maturing in the near term.
The Company's credit agreements and mortgage loans require compliance with certain covenants, such as debt service coverage ratios, investment restrictions, and distribution limitations. As of September 30, 2026 and December 31, 2025, the Company was in compliance with all loan covenants.
Credit Agreements
The Company has a $500 million revolving credit facility (the "Revolving Credit Facility"). The Revolving Credit Facility is scheduled to mature on January 15, 2029, with one 6-month extension option. On August 25, 2025, the Company entered into an amendment to the Revolving Credit Facility, which modified the applicable interest rate thereunder by removing the credit spread adjustment to SOFR, in addition to other modifications. As of September 30, 2026, the Company had available liquidity of $480 million under the Revolving Credit Facility.
On August 25, 2025, the Company entered into an amendment (the "Term Loan Amendment") to its $400 million Term Loan Credit Agreement (the "Amended Term Loan Agreement"), which provides for, among other things, an extension of the maturity dates of each tranche. The Amended Term Loan Agreement consists of a $200 million 5-year tranche maturing on August 26, 2030, and a $200 million tranche maturing February 24, 2031. The Term Loan Amendment also modified the interest rates, with each tranche bearing interest at a rate equal to, at the Company's option, term SOFR, daily simple SOFR or the adjusted base rate (with no credit spread adjustment) plus a margin ranging from 115 to 160 basis points (in the case of SOFR loans) and 15 to 60 basis points (in the case of base rate loans), in each case, based on the Company's leverage ratio.
On September 22, 2026, pursuant to the existing provisions of the Amended Term Loan Agreement, the Company elected to change its interest rate benchmark from 1-Month Term SOFR to Daily Simple SOFR for its $200 million 5-year tranche term loan maturing August 26, 2030. Concurrent with this election, the Company's existing 1-Month Term SOFR swaps expired and its $200 million notional forward-starting Daily Simple SOFR swaps became effective.
Senior Notes
The Company issued $250 million aggregate principal amount of senior notes in a private placement, of which (i) $150 million are designated as 5.07 % senior notes, Series A, due August 11, 2029 and (ii) $100 million are designated as 5.20 % senior notes, Series B, due August 11, 2032 (collectively, the "2022 Notes"). The 2022 Notes were issued at par and pay interest semiannually on February 11th and August 11th until their respective maturities. The 2022 Notes are required to be absolutely and unconditionally guaranteed by certain subsidiaries of the Company that guarantee certain primary credit facilities of the Company. Currently, there are no subsidiary guarantees of the 2022 Notes.
On June 29, 2026, the Company issued $250 million aggregate principal amount of senior notes in a private placement, of which (i) $50 million are designated as 5.09 % senior notes, Series A, due June 29, 2029, (ii) $100 million are designated as 5.32 % senior notes, Series B, due June 29, 2031, and (iii) $100 million are designated as 5.60 % senior notes, Series C, due June 29, 2033 (collectively, the "2026 Notes") pursuant to a note purchase agreement, dated April 16, 2026, between the Company and the various purchasers named therein. The 2026 Notes were issued at par and pay interest semiannually on June 29th and December 29th until their respective maturities. The 2026 Notes are required to be absolutely and unconditionally guaranteed by certain subsidiaries of the Company that guarantee certain primary credit facilities of the Company. Currently, there are no subsidiary guarantees of the 2026 Notes.
Finance Lease Liability
On June 10, 2025, in connection with its acquisition of West Ashley Station, the Company assumed a ground lease and recognized a related finance lease liability of $10,973 . As of September 30, 2026, the balance of the finance lease liability was $11,235 . See "Note 11. Commitments and Contingencies".
12
The following table summarizes the Company's debt as of September 30, 2026 and December 31, 2025:
As of September 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Maturity | Rate Type | Interest Rate | Amount | Interest Rate | Amount | ||||||||||||||||||||||||||||||
| Mortgages Payable | |||||||||||||||||||||||||||||||||||
| Total mortgages payable | Various | Fixed | $ | $ | |||||||||||||||||||||||||||||||
| Term Loan | |||||||||||||||||||||||||||||||||||
$ | Aug-30 | Fixed | |||||||||||||||||||||||||||||||||
$ | Aug-30 | Fixed | |||||||||||||||||||||||||||||||||
$ | Feb-31 | Fixed | |||||||||||||||||||||||||||||||||
$ | Feb-31 | Fixed | |||||||||||||||||||||||||||||||||
$ | Feb-31 | Fixed | |||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
| Senior Notes | |||||||||||||||||||||||||||||||||||
| 2022 Senior Notes | |||||||||||||||||||||||||||||||||||
$ | Aug-29 | Fixed | |||||||||||||||||||||||||||||||||
$ | Aug-32 | Fixed | |||||||||||||||||||||||||||||||||
| 2026 Senior Notes | |||||||||||||||||||||||||||||||||||
$ | Jun-29 | Fixed | N/A | ||||||||||||||||||||||||||||||||
$ | Jun-31 | Fixed | N/A | ||||||||||||||||||||||||||||||||
$ | Jun-33 | Fixed | N/A | ||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
| Revolving Credit Facility | |||||||||||||||||||||||||||||||||||
$ | Jan-29 | Variable | 1M SOFR + | 1M SOFR + | |||||||||||||||||||||||||||||||
| Total secured and unsecured debt | |||||||||||||||||||||||||||||||||||
| Finance Lease Liability | |||||||||||||||||||||||||||||||||||
| West Ashley Station Ground Lease | Jan-92 | N/A | N/A | N/A | |||||||||||||||||||||||||||||||
| Debt discounts and financing costs, net | ( | ( | |||||||||||||||||||||||||||||||||
| Debt, net | $ | $ | |||||||||||||||||||||||||||||||||
(a)Interest rates reflect the weighted average of the Company's mortgages payable.
(b)Interest rates reflect the fixed rates achieved through the Company's interest rate swaps that became effective September 22, 2026, when previous swaps expired.
(c)Interest rates reflect the fixed rates achieved through the Company's effective interest rate swaps terminating on March 22, 2027, at which point the weighted average fixed interest rate will become 4.58 %.
(d)Interest rates reflect the fixed rates achieved through the Company's historical interest rate swaps.
(e)As of September 30, 2026 and December 31, 2025, 1-Month Term was 3.91 % and 3.69 %, respectively.
(f)Interest rate applies to drawn balance only. An additional annual facility fee of 0.15 % applies to entire Revolving Credit Facility capacity.
13
The following table summarizes the scheduled payments and maturities of the Company's debt as of September 30, 2026:
| Scheduled maturities by year: | Mortgage Payments | Mortgage Maturities | Term Loan & Senior Notes | Revolving Credit Facility | Total | ||||||||||||||||||||||||
| Remaining 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| 2027 | |||||||||||||||||||||||||||||
| 2028 | |||||||||||||||||||||||||||||
| 2029 | |||||||||||||||||||||||||||||
| 2030 | |||||||||||||||||||||||||||||
| Thereafter | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Finance lease liability | |||||||||||||||||||||||||||||
| Debt discounts and financing costs, net | ( | ||||||||||||||||||||||||||||
| Total Debt, net | $ | ||||||||||||||||||||||||||||
7. Fair Value Measurements
Recurring Measurements
The following table summarizes the financial instruments remeasured at fair value on a recurring basis:
| Fair Value Measurements as of | ||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
Cash Flow Hedges: (a) (b) | Level 1 | Level 2 (c) | Level 3 | Level 1 | Level 2 (c) | Level 3 | ||||||||||||||||||||||||||||||||
| Derivative interest rate swap assets | $ | $ | ||||||||||||||||||||||||||||||||||||
| Derivative interest rate swap liabilities | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
(a)During the twelve months subsequent to September 30, 2026, an estimated $4,811 of derivative interest rate balances recognized in accumulated comprehensive income will be reclassified into earnings.
(b)As of September 30, 2026 and December 31, 2025, the Company determined that the credit valuation adjustments associated with nonperformance risk are not significant to the overall valuation of its derivatives. As a result, the Company's derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy.
(c)Derivative assets or liabilities are recognized as a part of deferred costs and other assets, net or other liabilities, respectively.
Nonrecurring Measurements
Investment Properties
During the nine months ended September 30, 2026 and 2025, the Company had no
Financial Instruments Not Measured at Fair Value
The following table summarizes the estimated fair value of financial instruments presented at carrying values in the Company's condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Carrying Value | Estimated Fair Value | Market Interest Rate | Carrying Value | Estimated Fair Value | Market Interest Rate | ||||||||||||||||||||||||||||||
| Mortgages Payable | $ | $ | % | $ | $ | % | |||||||||||||||||||||||||||||
| Senior Notes | % | % | |||||||||||||||||||||||||||||||||
| Term Loan | % | % | |||||||||||||||||||||||||||||||||
| Revolving Credit Facility | % | % | |||||||||||||||||||||||||||||||||
The market interest rates used to estimate the fair value of the Company's mortgages payable, senior notes, term loan, and Revolving Credit Facility reflect the terms currently available on similar borrowing terms to borrowers with credit profiles similar to that of the Company. Debt instrument valuations are classified within Level 2 of the fair value hierarchy.
14
8. Earnings Per Share and Equity Transactions
Basic earnings per share ("EPS") is computed by dividing net income or loss attributed to common shares by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that may occur from awards issued pursuant to stock-based compensation plans.
The following table reconciles the amounts used in calculating basic and diluted EPS:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income attributed to common shares - basic and diluted | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average common shares outstanding - basic | |||||||||||||||||||||||
| Dilutive effect of unvested restricted shares | |||||||||||||||||||||||
| Weighted average common shares outstanding - diluted | |||||||||||||||||||||||
| Basic and diluted earnings per common share: | |||||||||||||||||||||||
| Net income per common share - basic | $ | $ | $ | $ | |||||||||||||||||||
| Net income per common share - diluted | $ | $ | $ | $ | |||||||||||||||||||
ATM Program
The Company maintains an at-the-market equity offering program (the "ATM Program") through which the Company may sell from time to time up to an aggregate of $250.0 million of its common stock. In connection with the ATM Program, the Company may sell shares of its common stock to or through sales agents, or may enter into separate forward sale agreements with one of the agents, or one of their respective affiliates, as a forward purchaser. During the nine months ended September 30, 2026 and 2025, no 236.7 million of common stock remains available for issuance under the ATM Program.
Share Repurchase Program
The Company maintains a share repurchase program (the "SRP") of up to $150.0 million of the Company's outstanding shares of common stock. The SRP may be suspended or discontinued at any time, and does not obligate the Company to repurchase any dollar amount or particular amount of shares. As of September 30, 2026, the Company has not repurchased any common stock under the SRP.
15
9. Stock-Based Compensation
Incentive Award Plan
The Company grants equity awards under the InvenTrust Properties Corp. 2015 Incentive Award Plan (as amended, the "Incentive Award Plan"). The aggregate number of shares of common stock that may be issued pursuant to awards granted under the Incentive Award Plan (the "Share Limit") is 5,750,000 shares. Any forfeited awards or unearned performance shares subject to an award are added back to the Share Limit.
As of September 30, 2026, outstanding restricted stock unit ("RSU") awards were categorized as either time-based awards or market-based awards, each with tandem dividend equivalents. As of September 30, 2026, 1,985,651 shares were available for future issuance under the Incentive Award Plan, as amended by the Amendments.
Market-based awards are valued as of the grant date utilizing a Monte Carlo simulation model that assesses the probability of satisfying certain market performance thresholds over a three year performance period.
The following table summarizes the Company's significant assumptions used in the Monte Carlo simulation models:
| At Grant Date | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Volatility | ||||||||||||||||||||||||||
| Risk free interest rate | ||||||||||||||||||||||||||
| Dividend Yield | ||||||||||||||||||||||||||
The following table summarizes the Company's RSU activity under the Incentive Award Plan during the nine months ended September 30, 2026:
| Unvested Time-Based RSUs | Unvested Market-Based RSUs | Weighted-Average Grant Date Price Per Share | |||||||||||||||
| Outstanding as of January 1, 2026 | $ | ||||||||||||||||
| Shares granted | $ | ||||||||||||||||
| Shares vested | ( | ( | $ | ||||||||||||||
| Unearned performance shares | ( | $ | |||||||||||||||
| Outstanding as of September 30, 2026 | $ | ||||||||||||||||
Employee Stock Purchase Plan
Employees may purchase up to an aggregate of 3,300,000 shares of the Company's common stock under the InvenTrust Properties Corp. 2023 Employee Stock Purchase Plan (the "ESPP"), of which 3,228,922 shares remain available for future issuance as of September 30, 2026.
The following table summarizes the Company's common stock activity under the ESPP:
| Nine months ended September 30 | |||||||||||
| 2026 | 2025 | ||||||||||
| Gross shares purchased | |||||||||||
| Weighted average discounted issuance price | $ | $ | |||||||||
| Issuance proceeds | $ | $ | |||||||||
Stock-Based Compensation Expense
The following table summarizes the Company's stock-based compensation expense:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Incentive Award Plan, net (a) | $ | $ | $ | $ | |||||||||||||||||||
| Employee Stock Purchase Plan (b) | |||||||||||||||||||||||
| Stock-based compensation, net | $ | $ | $ | $ | |||||||||||||||||||
(a)As of September 30, 2026, there was $15,331 of estimated unrecognized compensation expense to be recognized through December 2029.
(b)As of September 30, 2026, there was $94 of estimated unrecognized compensation expense to be recognized through June 2028.
16
10. Segment Information
Segment Performance
The chief operating decision maker (the "CODM") believes net income or loss determined in accordance with GAAP is the most appropriate earnings measurement to assess the Company's overall performance. Additionally, the CODM evaluates the consolidated performance of the Company's portfolio of retail properties based on Net Operating Income ("NOI"), a supplemental non-GAAP measure. NOI excludes general and administrative expenses, depreciation and amortization, other income and expense, net, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, impairment of real estate assets, interest expense, net, lease termination income and expense, and GAAP rent adjustments such as amortization of market-lease intangibles, amortization of lease incentives, and straight-line rent adjustments ("GAAP Rent Adjustments").
The CODM believes the supplemental non-GAAP measure of NOI is an important measure in assessing operating performance and provides added comparability across periods when evaluating the Company's financial condition and operating performance that is not readily apparent from "Net income" in accordance with GAAP.
Retail properties generally require capital investments, including value-enhancing development and redevelopment projects and leasing commissions. During the three months ended September 30, 2026 and 2025, the Company paid $11,645 and $12,399 of capital investments and leasing costs, respectively. During the nine months ended September 30, 2026 and 2025, the Company paid $25,655 and $30,503 of capital investments and leasing costs, respectively. As of September 30, 2026 and 2025, total accrued capital investments and leasing costs were $11,237 and $4,900 , respectively.
The measure of segment assets regularly reviewed by the CODM is reported on the condensed consolidated balance sheets as Total assets. No single tenant comprises 10% or more of the Company's Lease income, net for any periods presented.
Net Operating Income
The following table reconciles net income, the most directly comparable GAAP measure, to NOI:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Adjustments to reconcile to NOI: | |||||||||||||||||||||||
| Other income and expense, net | ( | ( | ( | ||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Gain on sale of investment properties | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Adjustments to NOI (a) | ( | ( | ( | ( | |||||||||||||||||||
| NOI | $ | $ | $ | $ | |||||||||||||||||||
(a)Adjustments to NOI include lease termination income and expense and GAAP Rent Adjustments.
Significant Expenses
The following table presents the disaggregation of property operating expenses:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Repairs and maintenance | $ | $ | $ | $ | |||||||||||||||||||
| Payroll, benefits, and office | |||||||||||||||||||||||
| Utilities and waste removal | |||||||||||||||||||||||
| Property insurance | |||||||||||||||||||||||
| Security, legal, and other | |||||||||||||||||||||||
| Property operating expenses | $ | $ | $ | $ | |||||||||||||||||||
17
11. Commitments and Contingencies
Legal Matters
The Company is subject, from time to time, to various types of third-party legal claims or litigation that arise in the ordinary course of business, including, but not limited to, property loss claims, personal injury or other damages resulting from contact with the Company's properties. These claims and lawsuits and any resulting damages are generally covered by the Company's insurance policies. The Company accrues for legal costs associated with loss contingencies when these costs are probable and reasonably estimable. While the resolution of these matters cannot be predicted with certainty, based on currently available information, management does not expect that the final outcome of any pending claims or legal proceedings will have a material adverse effect on the financial condition, results of operations or cash flows of the Company.
Captive Insurance Company
In April 2023, the Company formed a wholly-owned captive insurance company (the "Captive"), which provides insurance coverage for all losses below the deductibles of the Company's third-party liability insurance policies relating to wind, flood, named windstorm, earthquake, fire, and other property-related perils. The Company formed the Captive as part of its overall risk management program and to stabilize insurance costs, manage exposures, and recoup expenses through the function of the captive program. In January 2025, the Captive began underwriting the first layer of general liability insurance. An actuarial analysis is performed to estimate future projected claims, related deductibles, and projected expenses necessary to fund associated risk management programs. The Captive generally establishes annual premiums based on projections derived from the past loss experience. The Captive is capitalized in accordance with the applicable regulatory requirements.
The following table summarizes the activity in the liability for unpaid losses and loss adjustment expenses:
| Nine months ended September 30 | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Balance at the beginning of the period | $ | $ | |||||||||||||||||||||
| Incurred related to: | |||||||||||||||||||||||
| Current year | |||||||||||||||||||||||
| Prior years | |||||||||||||||||||||||
| Total incurred | |||||||||||||||||||||||
| Paid related to: | |||||||||||||||||||||||
| Current year | ( | ( | |||||||||||||||||||||
| Prior years | ( | ( | |||||||||||||||||||||
| Total paid | ( | ( | |||||||||||||||||||||
| Balance at the end of the period | $ | $ | |||||||||||||||||||||
Lessee Operating and Finance Lease Commitments
The Company has non-cancelable leases for corporate office space for which the Company recognizes operating lease ROU assets and related lease liabilities.
The land underlying West Ashley Station is subject to a long-term ground lease whereby the Company, as lessee, is required to pay fixed and variable rent. On June 10, 2025, the Company recognized a finance lease ROU asset of $8,965 , inclusive of an initial fair value adjustment of $2,008 , and related finance lease liability of $10,973 . The ground lease expires in January 2092.
For operating and finance leases, the discount rate applied to initially measure each ROU asset and lease liability is based on the Company's incremental borrowing rate ("IBR"), as the rates implicit in the lease are not readily determinable. The Company utilizes a market-based approach to estimate an IBR for each lease, which generally considers market-based interest rates and publicly available data for instruments with similar characteristics. The Company also considers adjustments, as needed, related to tenor, credit spreads, and credit ratings, if not fully incorporated by the aforementioned data sets.
18
The following table summarizes the Company's operating and finance leases as of September 30, 2026 and December 31, 2025:
| As of | |||||||||||||||||
| Balance Sheet Caption | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Operating lease ROU assets | $ | $ | |||||||||||||||
| Operating lease ROU accumulated amortization | Deferred costs and other assets, net | $ | ( | $ | ( | ||||||||||||
| Operating lease liabilities | $ | ( | $ | ( | |||||||||||||
| Finance lease ROU asset | Building and other improvements | $ | $ | ||||||||||||||
| Finance lease ROU accumulated amortization | Accumulated depreciation | $ | ( | $ | ( | ||||||||||||
| Finance lease liability | Debt, net | $ | ( | $ | ( | ||||||||||||
| Weighted-average remaining lease term - Operating leases | |||||||||||||||||
| Weighted-average remaining lease term - Finance lease | |||||||||||||||||
| Weighted-average discount rate - Operating leases | % | % | |||||||||||||||
| Weighted-average discount rate - Finance lease | % | % | |||||||||||||||
The following table summarizes the Company's lease costs for the three and nine months ended September 30, 2026 and 2025:
| Statement of Operations Expense Caption | Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Operating lease costs: | ||||||||||||||||||||||||||
| Minimum lease cost | General and administrative | $ | $ | $ | $ | |||||||||||||||||||||
| Variable lease cost | General and administrative | $ | $ | $ | $ | |||||||||||||||||||||
| Finance lease costs: | ||||||||||||||||||||||||||
| Amortization of ROU asset | Depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||||
| Interest on lease liability | Interest expense, net | $ | $ | $ | $ | |||||||||||||||||||||
| Variable lease cost | Property operating | $ | $ | $ | $ | |||||||||||||||||||||
The following table summarizes the Company's future minimum lease obligations as of September 30, 2026:
| Future Minimum Lease Payments | |||||||||||
| Scheduled minimum payments by year: | Operating Leases | Finance Lease | |||||||||
| Remaining 2026 | $ | $ | |||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2030 | |||||||||||
| Thereafter | |||||||||||
| Total expected minimum lease obligation | |||||||||||
| Less: Amount representing interest (a) | ( | ( | |||||||||
| Present value of net minimum lease payments | $ | $ | |||||||||
(a)Interest includes the amount necessary to reduce the total expected minimum lease obligations to present value calculated at the Company's IBR.
12. Subsequent Events
In preparing its condensed consolidated financial statements, the Company evaluated events and transactions occurring after September 30, 2026 through the date the financial statements were issued for recognition and disclosure purposes. Based on this evaluation, the Company determined that there were no events that have occurred that require recognition or disclosure.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (this "Quarterly Report"), other than purely historical information, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). These statements include statements about InvenTrust Properties Corp.'s (the "Company", "InvenTrust", "we", "our", or "us") plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events; and involve known and unknown risks that are difficult to predict.
As a result, our actual financial results, performance, achievements, or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "guidance," "predict," "potential," "continue," "likely," "will," "would," "illustrative," and "should" and variations of these terms and similar expressions, or the negatives of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while we consider reasonable based on our knowledge and understanding of the business and industry, are inherently uncertain. These statements are expressed in good faith and are not guarantees of future performance or results. Our actual results could differ materially from those expressed in the forward-looking statements and readers should not rely on forward-looking statements in making investment decisions.
There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Quarterly Report. Such risks, uncertainties and other important factors include, among others, the risks, uncertainties, and factors set forth in our filings with the Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"), and as updated in this Quarterly Report and other quarterly and current reports, which are on file with the SEC and are available at the SEC's website (www.sec.gov).
Our operations are subject to a number of risks and uncertainties including, but not limited to:
•our ability to collect rent from tenants or to rent space on favorable terms or at all;
•declaration of bankruptcy by our retail tenants;
•the economic success and viability of our anchor retail tenants;
•our ability to identify, execute and complete acquisition opportunities and to integrate and successfully operate any retail properties acquired in the future and manage the risks associated with such retail properties;
•our ability to manage the risks of expanding, developing or redeveloping our retail properties;
•loss of members of our senior management team or other key personnel;
•changes in the competitive environment in the leasing market and any other market in which we operate;
•shifts in consumer retail shopping from brick-and-mortar stores to e-commerce;
•the impact of leasing and capital expenditures to improve our retail properties to retain and attract tenants;
•our ability to refinance or repay maturing debt or to obtain new or additional financing on attractive terms;
•the impact on our business and financial condition of incurring additional debt or issuing new debt or equity securities in the future;
•future increases in interest rates;
•rising inflation;
•the effects of uncertain and evolving tariff activity and changes in global trade policies on the overall state of the economy and on our business, including the impact on our tenants' business, operations and ability to pay rent;
•natural or man-made disasters, severe weather and climate-related events, such as hurricanes, wildfires, earthquakes, tsunamis, tornadoes, droughts, blizzards, severe freezes and winter storms, hailstorms, floods, mudslides, oil spills, nuclear incidents, and outbreaks of pandemics or contagious diseases, or fear of such outbreaks;
•our status as a real estate investment trust ("REIT") for federal tax purposes; and
•changes in federal, state or local tax law, including legislative, administrative, regulatory or other actions affecting REITs.
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These factors are not necessarily all of the important factors that could cause our actual results, performance or achievements to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our business, financial condition, results of operations, cash flows and overall value.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements are only as of the date they are made; we do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information, future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes included in this Quarterly Report. All square feet and dollar amounts are stated in thousands, except per share amounts and per square foot metrics, unless otherwise noted.
Overview
Strategy and Outlook
InvenTrust Properties Corp. is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires, and manages grocery-anchored neighborhood and community centers, as well as high-quality power centers that often have a grocery component. We pursue our business strategy by acquiring retail properties in Sun Belt markets, opportunistically disposing of retail properties, and maintaining a flexible capital structure.
InvenTrust focuses on Sun Belt markets with favorable demographics, including above-average growth in population, employment, income, and education levels. We believe these conditions create favorable demand characteristics for grocery-anchored and necessity-based retail centers, which will position us to capitalize on potential future rent increases while enjoying sustained occupancy at our centers. Our strategically located field offices support hands-on property oversight, enabling responsive tenant engagement and strong local market knowledge across our portfolio. We believe that our Sun Belt portfolio of high quality grocery-anchored assets is a distinct differentiator for us in the marketplace.
Macroeconomic Trends
Our business, and the business and operations of our tenants, depend on the overall state of the economy, and we and they could be negatively impacted by slower economic growth and the potential for a recession. Although inflation has moderated from prior peaks, it remains elevated, and the economic outlook remains uncertain due to ongoing geopolitical tensions, evolving global trade policies and tariff actions, and potential supply chain disruptions. These factors, along with volatility in energy prices and interest rates, may contribute to broader economic uncertainty and could adversely impact our tenants' operations. Additionally, other challenging macroeconomic conditions, and the resulting impact on the economy and consumer spending, could negatively impact our business and that of our tenants.
Evaluation of Operating Performance and Financial Condition
In addition to measures of operating performance determined in accordance with U.S. generally accepted accounting principles ("GAAP"), management evaluates our operating performance and financial condition by focusing on the following non-GAAP financial measures and operating metrics, discussed in further detail herein:
Non-GAAP Financial Measures | Operating Metrics | |||||||
•Net Operating Income ("NOI") and Same Property NOI •Nareit Funds From Operations ("Nareit FFO") Applicable to Common Shares and Dilutive Securities •Core Funds From Operations ("Core FFO") Applicable to Common Shares and Dilutive Securities •Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA") •Adjusted EBITDA | •Economic and leased occupancy and rental rates •Leasing activity and lease rollover •Operating expense levels and trends •General and administrative expense levels and trends •Debt maturities and leverage ratios •Liquidity levels. | |||||||
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Recent Developments
Acquisitions
On July 1, 2026, we acquired New Garden Crossing, a 169,000 square foot community center anchored by Lowes Foods, in Greensboro, North Carolina, for a gross acquisition price of $34.0 million. We used available liquidity to fund the acquisition.
Debt
On September 22, 2026, pursuant to the existing provisions of the Amended Term Loan Agreement, we elected to change our interest rate benchmark from 1-Month Term SOFR to Daily Simple SOFR for our $200 million 5-year tranche term loan maturing August 26, 2030. Concurrent with this election, our existing 1-Month Term SOFR swaps expired and our $200 million notional forward-starting Daily Simple SOFR swaps became effective.
Our Retail Portfolio
The following table summarizes our retail portfolio as of September 30, 2026 and 2025:
As of September 30 | |||||||||||
| 2026 | 2025 | ||||||||||
| No. of properties | 78 | 71 | |||||||||
| GLA (square feet) | 12,301 | 11,347 | |||||||||
| Economic occupancy (a) | 95.3% | 95.6% | |||||||||
| Leased occupancy (b) | 96.4% | 97.2% | |||||||||
| ABR PSF (c) | $20.97 | $20.28 | |||||||||
(a)Economic occupancy is defined as the percentage of occupied GLA divided by total GLA (excluding Specialty Leases) for which a tenant is obligated to pay rent under the terms of its lease agreement as of the rent commencement date, regardless of the actual use or occupancy by that tenant of the area being leased. Actual use may be less than economic occupancy. Specialty Leases include small shop leases with terms of less than one year and leases of common area space with terms of any length.
(b)Leased occupancy is defined as economic occupancy plus the percentage of signed but not yet commenced GLA divided by total GLA.
(c)Annualized Base Rent ("ABR") is computed as base rent for the last month of the period multiplied by twelve. Base rent is inclusive of ground rent and any abatement concessions and exclusive of Specialty Lease rent. ABR per square foot ("PSF") is computed as ABR divided by the occupied square footage as of the end of the period.
Summary by Same Property
Properties classified as same property were owned for the entirety of both periods presented ("Same Properties"). The following table summarizes the Same Properties of our retail portfolio for the three and nine months ended September 30, 2026 and 2025.
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| No. of properties | 66 | 66 | 62 | 62 | |||||||||||||||||||
| GLA (square feet) | 10,426 | 10,411 | 10,096 | 10,081 | |||||||||||||||||||
| Economic occupancy | 95.0% | 95.4% | 94.9% | 95.4% | |||||||||||||||||||
| Leased occupancy | 96.1% | 97.1% | 96.1% | 97.1% | |||||||||||||||||||
| ABR PSF | $20.84 | $20.33 | $20.77 | $20.28 | |||||||||||||||||||
Lease Expirations
Our retail business is neither highly dependent on specific retailers nor subject to lease rollover concentration. We believe this minimizes risk to our retail portfolio from significant revenue variances over time.
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Results of Operations
Comparison of results for the three and nine months ended September 30, 2026 and 2025
We generate substantially all of our earnings from property operations. Since January 1, 2025, we have acquired sixteen retail properties and disposed of six retail properties.
The following table presents the comparative results of our income.
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Increase | 2026 | 2025 | Increase | ||||||||||||||||||||||||||||||
| Income | |||||||||||||||||||||||||||||||||||
| Lease income, net | $ | 86,631 | $ | 74,019 | $ | 12,612 | $ | 251,084 | $ | 220,538 | $ | 30,546 | |||||||||||||||||||||||
| Other property income | 486 | 447 | 39 | 1,444 | 1,250 | 194 | |||||||||||||||||||||||||||||
| Total income | $ | 87,117 | $ | 74,466 | $ | 12,651 | $ | 252,528 | $ | 221,788 | $ | 30,740 | |||||||||||||||||||||||
Lease income, net, for the three months ended September 30, 2026 increased $12.6 million when compared to the same period in 2025, as a result of increases from properties acquired of $10.3 million, decreases from properties disposed of $0.2 million, and the following activity related to our Same Properties:
•$1.4 million of increased minimum base and ground rent,
•$0.8 million of increased common area maintenance and real estate tax recoveries,
•$0.3 million of increased amortization of market-lease intangibles, and
•$0.1 million of net increases in all other lease income, partially offset by:
•$0.1 million of decreased lease termination income.
Lease income, net, for the nine months ended September 30, 2026 increased $30.5 million when compared to the same period in 2025, as a result of increases from properties acquired of $35.5 million, decreases from properties disposed of $10.4 million, and the following activity related to our Same Properties:
•$4.0 million of increased minimum base and ground rent,
•$0.9 million of increased common area maintenance and real estate tax recoveries,
•$0.5 million of increased short-term and other lease income, and
•$0.3 million of increased lease termination income, partially offset by:
•$0.3 million of increased credit losses net of related reversals.
The following table presents the comparative results of our operating expenses.
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Increase | 2026 | 2025 | Increase | ||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 39,731 | $ | 32,734 | $ | 6,997 | $ | 114,776 | $ | 94,086 | $ | 20,690 | |||||||||||||||||||||||
| Property operating | 13,202 | 11,054 | 2,148 | 37,876 | 33,277 | 4,599 | |||||||||||||||||||||||||||||
| Real estate taxes | 10,369 | 9,047 | 1,322 | 30,178 | 28,597 | 1,581 | |||||||||||||||||||||||||||||
| General and administrative | 8,557 | 8,316 | 241 | 26,818 | 25,569 | 1,249 | |||||||||||||||||||||||||||||
| Total operating expenses | $ | 71,859 | $ | 61,151 | $ | 10,708 | $ | 209,648 | $ | 181,529 | $ | 28,119 | |||||||||||||||||||||||
Depreciation and amortization for the three months ended September 30, 2026 increased $7.0 million when compared to the same period in 2025, as a result of:
•$8.6 million of increases from properties acquired, partially offset by:
•$1.5 million of net decreases from our Same Properties, and
•$0.1 million of decreases from properties disposed.
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Depreciation and amortization for the nine months ended September 30, 2026 increased $20.7 million when compared to the same period in 2025, as a result of:
•$25.9 million of increases from properties acquired, partially offset by:
•$3.0 million of decreases from properties disposed, and
•$2.2 million of net decreases from our Same Properties.
Property operating expenses for the three months ended September 30, 2026 increased $2.1 million when compared to the same period in 2025, as a result of:
•$1.8 million of increases from properties acquired, and
•$0.3 million of net increases from our Same Properties.
Property operating expenses for the nine months ended September 30, 2026 increased $4.6 million when compared to the same period in 2025, as a result of:
•$5.7 million of increases from properties acquired, and
•$0.4 million of net increases from our Same Properties, partially offset by:
•$1.5 million of decreases from properties disposed.
Real estate taxes for the three months ended September 30, 2026 increased $1.3 million when compared to the same period in 2025, as a result of:
•$0.7 million of increases from properties acquired, and
•$0.6 million of net increases from our Same Properties.
Real estate taxes for the nine months ended September 30, 2026 increased $1.6 million when compared to the same period in 2025, as a result of:
•$2.9 million of increases from properties acquired, partially offset by:
•$1.3 million of decreases from properties disposed.
General and administrative expenses for the three and nine months ended September 30, 2026 increased $0.2 million and $1.2 million, respectively, when compared to the same periods in 2025, primarily as a result of increased non-compensation costs.
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The following table presents the comparative results of our other income and expenses.
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Other (expense) income | |||||||||||||||||||||||||||||||||||
| Interest expense, net | $ | (13,210) | $ | (8,969) | $ | (4,241) | $ | (34,623) | $ | (25,637) | $ | (8,986) | |||||||||||||||||||||||
| Gain on sale of investment properties | 17,379 | 52 | 17,327 | 17,379 | 90,961 | (73,582) | |||||||||||||||||||||||||||||
| Other income and expense, net | (14) | 1,628 | (1,642) | 330 | 3,177 | (2,847) | |||||||||||||||||||||||||||||
| Total other (expense) income, net | $ | 4,155 | $ | (7,289) | $ | 11,444 | $ | (16,914) | $ | 68,501 | $ | (85,415) | |||||||||||||||||||||||
The following table presents the disaggregation of interest expense, net:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Increase (Decrease) | 2026 | 2025 | Increase (Decrease) | ||||||||||||||||||||||||||||||
| Term loans, including impact of derivatives | $ | 3,370 | $ | 3,370 | $ | — | $ | 9,832 | $ | 10,083 | $ | (251) | |||||||||||||||||||||||
| Senior notes | 6,643 | 3,202 | 3,441 | 13,045 | 9,604 | 3,441 | |||||||||||||||||||||||||||||
| Mortgages payable | 1,258 | 1,062 | 196 | 3,772 | 2,913 | 859 | |||||||||||||||||||||||||||||
| Revolving credit facility, including facility fees | 897 | 477 | 420 | 5,063 | 958 | 4,105 | |||||||||||||||||||||||||||||
| Capitalized interest | (69) | (65) | (4) | (286) | (227) | (59) | |||||||||||||||||||||||||||||
| Interest on finance lease liability | 137 | 138 | (1) | 412 | 170 | 242 | |||||||||||||||||||||||||||||
| Accretion of finance lease liability | 51 | 49 | 2 | 153 | 60 | 93 | |||||||||||||||||||||||||||||
| Amortization of debt discounts and financing costs | 923 | 736 | 187 | 2,632 | 2,076 | 556 | |||||||||||||||||||||||||||||
| Total interest expense, net | $ | 13,210 | $ | 8,969 | $ | 4,241 | $ | 34,623 | $ | 25,637 | $ | 8,986 | |||||||||||||||||||||||
Interest expense, net increased $4.2 million and $9.0 million during the three and nine months ended September 30, 2026, respectively, primarily as a result of the issuance of our 2026 Senior Notes and borrowings outstanding on our $500 million revolving credit facility ("Revolving Credit Facility") to fund acquisitions.
During the three and nine months ended September 30, 2026, we recognized a gain of $17.4 million on the sale of one retail property. During the three months ended September 30, 2025, we recognized a gain of $0.1 million on the completion of a partial condemnation at one retail property. In addition, during the nine months ended September 30, 2025, we completed a portfolio sale of five properties in California for an aggregate gross disposition price of $306.0 million and recognized a gain of $90.9 million.
Other income and expense, net decreased $1.6 million and $2.8 million during the three and nine months ended September 30, 2026, respectively, primarily as a result of decreased interest income due to lower cash balances.
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Net Operating Income
We evaluate the performance of our retail properties based on NOI, which excludes general and administrative expenses, depreciation and amortization, other income and expense, net, impairment of real estate assets, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, interest expense, net, lease termination income and expense, and GAAP rent adjustments such as amortization of market-lease intangibles, amortization of lease incentives, and straight-line rent adjustments ("GAAP Rent Adjustments"). We bifurcate NOI into Same Property NOI and NOI from other investment properties based on whether the retail properties meet our Same Property criteria. NOI from other investment properties includes adjustments for the Company's captive insurance company.
We believe the supplemental non-GAAP measure of NOI, and the bifurcation into same property NOI and NOI from other investment properties, are important measures in assessing operating performance and provide added comparability across periods when evaluating the Company's financial condition and operating performance that is not readily apparent from Net income in accordance with GAAP.
Reconciliation of Net Income to Non-GAAP Measures
The following table reconciles net income, the most directly comparable GAAP measure, to NOI and Same Property NOI:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | 19,413 | $ | 6,026 | $ | 25,966 | $ | 108,760 | |||||||||||||||
| Adjustments to reconcile to non-GAAP measures: | |||||||||||||||||||||||
| Other income and expense, net | 14 | (1,628) | (330) | (3,177) | |||||||||||||||||||
| Interest expense, net | 13,210 | 8,969 | 34,623 | 25,637 | |||||||||||||||||||
| Gain on sale of investment properties | (17,379) | (52) | (17,379) | (90,961) | |||||||||||||||||||
| Depreciation and amortization | 39,731 | 32,734 | 114,776 | 94,086 | |||||||||||||||||||
| General and administrative | 8,557 | 8,316 | 26,818 | 25,569 | |||||||||||||||||||
| Adjustments to NOI (a) | (3,727) | (2,453) | (10,691) | (6,233) | |||||||||||||||||||
| NOI | 59,819 | 51,912 | 173,783 | 153,681 | |||||||||||||||||||
| NOI from other investment properties | (9,456) | (3,049) | (28,956) | (13,552) | |||||||||||||||||||
| Same Property NOI | $ | 50,363 | $ | 48,863 | $ | 144,827 | $ | 140,129 | |||||||||||||||
(a)Adjustments to NOI include lease termination income and expense and GAAP Rent Adjustments.
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Comparison of the components of Same Property NOI
A total of 66 and 62 retail properties met our Same Property criteria for the three and nine months ended September 30, 2026 and 2025, respectively.
The following table presents the changes in Same Property NOI for the three months ended September 30, 2026 and 2025:
| Three months ended September 30 | |||||||||||||||||||||||
| 2026 | 2025 | Change | Variance | ||||||||||||||||||||
| Minimum base rent | $ | 46,411 | $ | 45,169 | $ | 1,242 | 2.7 | % | |||||||||||||||
| Real estate tax recoveries | 8,569 | 8,125 | 444 | 5.5 | % | ||||||||||||||||||
| Common area maintenance, insurance, and other recoveries | 9,198 | 8,822 | 376 | 4.3 | % | ||||||||||||||||||
| Ground rent income | 4,852 | 4,741 | 111 | 2.3 | % | ||||||||||||||||||
| Short-term and other lease income | 993 | 849 | 144 | 17.0 | % | ||||||||||||||||||
| Provision for estimated credit losses | (163) | (137) | (26) | 19.0 | % | ||||||||||||||||||
| Other property income | 429 | 409 | 20 | 4.9 | % | ||||||||||||||||||
| Total income | 70,289 | 67,978 | 2,311 | 3.4 | % | ||||||||||||||||||
| Property operating | 10,712 | 10,458 | 254 | 2.4 | % | ||||||||||||||||||
| Real estate taxes | 9,214 | 8,657 | 557 | 6.4 | % | ||||||||||||||||||
| Total operating expenses | 19,926 | 19,115 | 811 | 4.2 | % | ||||||||||||||||||
| Same Property NOI | $ | 50,363 | $ | 48,863 | $ | 1,500 | 3.1 | % | |||||||||||||||
Same Property NOI increased by $1.5 million, or 3.1%, when comparing the three months ended September 30, 2026 to the same period in 2025, and was primarily a result of increased ABR PSF from fixed annual rent escalations and favorable lease spreads.
The following table presents the changes in Same Property NOI for the nine months ended September 30, 2026 and 2025:
| Nine months ended September 30 | |||||||||||||||||||||||
| 2026 | 2025 | Change | Variance | ||||||||||||||||||||
| Minimum base rent | $ | 132,829 | $ | 129,144 | $ | 3,685 | 2.9 | % | |||||||||||||||
| Real estate tax recoveries | 24,512 | 24,395 | 117 | 0.5 | % | ||||||||||||||||||
| Common area maintenance, insurance, and other recoveries | 26,116 | 25,337 | 779 | 3.1 | % | ||||||||||||||||||
| Ground rent income | 14,500 | 14,167 | 333 | 2.4 | % | ||||||||||||||||||
| Short-term and other lease income | 3,106 | 2,714 | 392 | 14.4 | % | ||||||||||||||||||
| Provision for estimated credit losses | (562) | (271) | (291) | 107.4 | % | ||||||||||||||||||
| Other property income | 1,267 | 1,148 | 119 | 10.4 | % | ||||||||||||||||||
| Total income | 201,768 | 196,634 | 5,134 | 2.6 | % | ||||||||||||||||||
| Property operating | 30,527 | 30,140 | 387 | 1.3 | % | ||||||||||||||||||
| Real estate taxes | 26,414 | 26,365 | 49 | 0.2 | % | ||||||||||||||||||
| Total operating expenses | 56,941 | 56,505 | 436 | 0.8 | % | ||||||||||||||||||
| Same Property NOI | $ | 144,827 | $ | 140,129 | $ | 4,698 | 3.4 | % | |||||||||||||||
Same Property NOI increased by $4.7 million, or 3.4%, when comparing the nine months ended September 30, 2026 to the same period in 2025, and was primarily a result of increased ABR PSF from fixed annual rent escalations, favorable lease spreads, and decreased insurance costs.
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Funds From Operations
The National Association of Real Estate Investment Trusts ("Nareit"), an industry trade group, has promulgated a widely accepted non-GAAP financial measure of operating performance known as Funds From Operations ("Nareit FFO"). Our Nareit FFO is net income (or loss) in accordance with GAAP, excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable real property.
Core FFO is an additional supplemental non-GAAP financial measure of our operating performance. In particular, Core FFO provides an additional measure to compare the operating performance of different REITs without having to account for certain remaining amortization assumptions within Nareit FFO and other unique revenue and expense items, which some may consider not pertinent to measuring a particular company's ongoing operating performance. In that regard, we use Core FFO as an input to our compensation plan to determine cash bonuses.
See our Annual Report for expanded descriptions of Nareit FFO and Core FFO.
The following table reconciles net income, the most directly comparable GAAP measure, to Nareit FFO Applicable to Common Shares and Dilutive Securities and Core FFO Applicable to Common Shares and Dilutive Securities:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | 19,413 | $ | 6,026 | $ | 25,966 | $ | 108,760 | |||||||||||||||
| Depreciation and amortization of real estate assets | 39,466 | 32,446 | 113,972 | 93,263 | |||||||||||||||||||
| Gain on sale of investment properties | (17,379) | (52) | (17,379) | (90,961) | |||||||||||||||||||
| Nareit FFO Applicable to Common Shares and Dilutive Securities | 41,500 | 38,420 | 122,559 | 111,062 | |||||||||||||||||||
| Amortization of market-lease intangibles and inducements, net | (2,063) | (1,186) | (6,014) | (3,170) | |||||||||||||||||||
| Straight-line rent adjustments, net | (1,622) | (1,121) | (3,802) | (2,859) | |||||||||||||||||||
| Amortization of debt discounts and financing costs | 923 | 736 | 2,632 | 2,076 | |||||||||||||||||||
| Accretion of finance lease liability | 51 | 49 | 153 | 60 | |||||||||||||||||||
| Depreciation and amortization of corporate assets | 265 | 288 | 804 | 823 | |||||||||||||||||||
| Non-operating income and expense, net (a) | (54) | (484) | (470) | (725) | |||||||||||||||||||
| Core FFO Applicable to Common Shares and Dilutive Securities | $ | 39,000 | $ | 36,702 | $ | 115,862 | $ | 107,267 | |||||||||||||||
| Weighted average common shares outstanding - basic | 77,975,439 | 77,615,993 | 77,954,965 | 77,590,691 | |||||||||||||||||||
| Dilutive effect of unvested restricted shares (b) | 750,712 | 882,880 | 677,048 | 726,860 | |||||||||||||||||||
| Weighted average common shares outstanding - diluted | 78,726,151 | 78,498,873 | 78,632,013 | 78,317,551 | |||||||||||||||||||
| Net income per diluted share | $ | 0.25 | $ | 0.08 | $ | 0.33 | $ | 1.39 | |||||||||||||||
| Per share adjustments for Nareit FFO | 0.28 | 0.41 | 1.23 | 0.03 | |||||||||||||||||||
| Nareit FFO per diluted share | $ | 0.53 | $ | 0.49 | $ | 1.56 | $ | 1.42 | |||||||||||||||
| Per share adjustments for Core FFO | (0.03) | (0.02) | (0.09) | (0.05) | |||||||||||||||||||
| Core FFO per diluted share | $ | 0.50 | $ | 0.47 | $ | 1.47 | $ | 1.37 | |||||||||||||||
(a)Reflects items which are not pertinent to measuring ongoing operating performance, such as miscellaneous and settlement income.
(b)For purposes of calculating non-GAAP per share measures, we apply the same denominator used in calculating diluted earnings per share in accordance with GAAP.
28
Earnings Before Interest, Taxes, Depreciation, and Amortization
Our measure of EBITDA is net income (or loss) in accordance with GAAP, excluding interest expense, net, income tax expense (or benefit), and depreciation and amortization.
Adjusted EBITDA is an additional supplemental non-GAAP financial measure of our operating performance. In particular, Adjusted EBITDA provides an additional measure to compare the operating performance of different REITs without having to account for certain remaining amortization assumptions within EBITDA, certain gains or losses remaining within EBITDA, and other unique revenue and expense items which some may consider not pertinent to measuring a particular company's ongoing operating performance.
Our adjustments to EBITDA to arrive at Adjusted EBITDA include removing the impact of (i) gains (or losses) resulting from dispositions of properties, (ii) impairment charges on depreciable real property, (iii) amortization of market-lease intangibles and inducements, (iv) straight-line rent adjustments, (v) gains (or losses) resulting from debt transactions, and (vi) other non-operating revenue and expense items which, in our judgment, are not pertinent to measuring ongoing operating performance.
The following table reconciles net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | 19,413 | $ | 6,026 | $ | 25,966 | $ | 108,760 | |||||||||||||||
| Interest expense, net | 13,210 | 8,969 | 34,623 | 25,637 | |||||||||||||||||||
| Income tax expense | 149 | 144 | 440 | 420 | |||||||||||||||||||
| Depreciation and amortization | 39,731 | 32,734 | 114,776 | 94,086 | |||||||||||||||||||
| EBITDA | 72,503 | 47,873 | 175,805 | 228,903 | |||||||||||||||||||
| Gain on sale of investment properties | (17,379) | (52) | (17,379) | (90,961) | |||||||||||||||||||
| Amortization of market-lease intangibles and inducements, net | (2,063) | (1,186) | (6,014) | (3,170) | |||||||||||||||||||
| Straight-line rent adjustments, net | (1,622) | (1,121) | (3,802) | (2,859) | |||||||||||||||||||
| Non-operating income and expense, net (a) | (54) | (484) | (470) | (725) | |||||||||||||||||||
| Adjusted EBITDA | $ | 51,385 | $ | 45,030 | $ | 148,140 | $ | 131,188 | |||||||||||||||
(a)Reflects items which are not pertinent to measuring ongoing operating performance, such as miscellaneous and settlement income.
Liquidity and Capital Resources
Capital Investments and Leasing Costs
Retail properties generally require capital investments, including value-enhancing development and redevelopment projects and leasing costs.
The following table summarizes the cash paid for capital investments and leasing costs:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Tenant improvements | $ | 3,650 | $ | 2,583 | $ | 6,081 | $ | 4,840 | |||||||||||||||
| Leasing costs | 983 | 1,048 | 2,259 | 2,899 | |||||||||||||||||||
| Property improvements | 3,441 | 3,031 | 7,932 | 10,218 | |||||||||||||||||||
| Capitalized indirect costs (a) | 402 | 336 | 1,249 | 1,150 | |||||||||||||||||||
| Total capital expenditures and leasing costs | 8,476 | 6,998 | 17,521 | 19,107 | |||||||||||||||||||
| Development and redevelopment direct costs | 2,809 | 5,013 | 6,987 | 10,325 | |||||||||||||||||||
| Development and redevelopment indirect costs (a) | 360 | 388 | 1,147 | 1,071 | |||||||||||||||||||
| Capital investments and leasing costs (b) | $ | 11,645 | $ | 12,399 | $ | 25,655 | $ | 30,503 | |||||||||||||||
(a)Indirect costs include capitalized interest, real estate taxes, insurance, and payroll costs.
(b)As of September 30, 2026 and 2025, total accrued capital investments and leasing costs were $11,237 and $4,900, respectively.
29
Short-Term Liquidity and Capital Resources
On a short-term basis, our principal uses for funds are to pay our operating and corporate expenses, interest and principal on our indebtedness, property capital expenditures, and to make distributions to our stockholders.
Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain costs, including capital expenditures, and to collect rents and other receivables, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may seek to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our strategy. Our ability to raise these funds may also be diminished by other macroeconomic factors.
Long-Term Liquidity and Capital Resources
Our objectives are to maximize revenue generated by our retail platform, to further enhance the value of our retail properties to produce attractive current yield and long-term returns for our stockholders, and to generate sustainable and predictable cash flow from our operations to distribute to our stockholders.
Any future determination to pay distributions will be at the discretion of our board of directors (the "Board") and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments, and such other factors as our Board deems relevant.
Capital Sources and Uses
Our primary sources and uses of capital are as follows:
| Sources | Uses | |||||||
•Operating cash flows from our real estate investments; •Proceeds from sales of properties; •Proceeds from mortgage loan borrowings on properties; •Proceeds from corporate borrowings and debt financings; •Proceeds from any ATM Program activities or other equity offerings; and •Proceeds from debt offerings. | •To invest in properties or fund acquisitions; •To fund development, redevelopment, maintenance and capital expenditures or leasing incentives; •To make distributions to our stockholders; •To service or pay down our debt; •To pay our operating expenses; •To repurchase shares of our common stock; and •To fund other general corporate uses. | |||||||
We maintain an at-the-market equity offering program (the "ATM Program") pursuant to which we may sell shares of our common stock up to an aggregate purchase price of $250.0 million. In connection with the ATM Program, we may sell shares of our common stock to or through sales agents, or may enter into separate forward sale agreements with one of the agents, or one of their respective affiliates, as a forward purchaser. During the nine months ended September 30, 2026, no shares were issued under the ATM Program. As of September 30, 2026, $236.7 million of common stock remains available for issuance under the ATM Program.
We believe our status as an NYSE-listed issuer facilitates supplementing our capital sources by selling equity securities of the Company under the ATM Program or otherwise if and when we believe appropriate to do so. Also, from time to time, we may seek to acquire amounts of our outstanding common stock through cash purchases or exchanges for other securities. Such purchases or exchanges, if any, will depend on our liquidity requirements, contractual restrictions, and other factors. At this time, we believe our current sources of liquidity are sufficient to meet our short- and long-term cash demands.
Distributions
During the nine months ended September 30, 2026, we declared distributions to our stockholders totaling $58.5 million and paid cash distributions of $57.4 million. As we execute on our retail strategy and continue to evaluate our business, results of operations and cash flows, our Board will continue to evaluate our distribution on a periodic basis.
30
Summary of Cash Flows
| Nine months ended September 30 | Change | ||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Cash provided by operating activities | $ | 121,452 | $ | 112,674 | $ | 8,778 | |||||||||||
| Cash used in investing activities | (275,271) | (54,347) | (220,924) | ||||||||||||||
| Cash provided by (used in) financing activities | 150,005 | (73,182) | 223,187 | ||||||||||||||
| Net decrease in cash, cash equivalents, and restricted cash | (3,814) | (14,855) | 11,041 | ||||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 40,518 | 91,221 | (50,703) | ||||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 36,704 | $ | 76,366 | $ | (39,662) | |||||||||||
Cash provided by operating activities was $121.5 million and $112.7 million for the nine months ended September 30, 2026 and 2025, respectively, and was generated primarily from property operations. Operating cash flows increased period over period, as incremental cash flows from our Same Properties and net acquisitions since January 1, 2025 exceeded higher interest payments related to our borrowings and timing-related fluctuations in receipts and payments.
Cash used in investing activities of $275.3 million for the nine months ended September 30, 2026 was the result of:
•$284.1 million for acquisitions of investment properties, and
•$26.0 million for capital investments and leasing costs, and other investing activities, offset by:
•$34.8 million from the sale of investment properties.
Cash used in investing activities of $54.3 million for the nine months ended September 30, 2025 was the result of:
•$323.3 million for acquisitions of investment properties, and
•$30.5 million for capital investments and leasing costs, and other investing activities, offset by:
•$299.5 million from the sale of investment properties.
Cash provided by financing activities of $150.0 million for the nine months ended September 30, 2026 was the result of:
•$250.0 million from proceeds from the 2026 Notes, and
•$0.4 million in net proceeds from our Employee Stock Purchase Plan (the "ESPP"), offset by:
•$57.4 million to pay distributions,
•$35.0 million of net repayments in excess of proceeds on the Revolving Credit Facility,
•$5.6 million for payment of tax withholdings on stock-based compensation, and
•$2.4 million for payment of financing costs and payment of mortgage principal.
Cash used in financing activities of $73.2 million for the nine months ended September 30, 2025 was the result of:
•$54.4 million to pay distributions,
•$16.8 million for pay-offs of mortgage debt, payment of mortgage principal and financing costs, and
•$2.5 million for the payment of tax withholdings for stock-based compensation and other offering costs, offset by:
•$0.5 million in net proceeds from our ESPP.
We consider all demand deposits, money market accounts, and investments in certificates of deposit and repurchase agreements with a maturity of three months or less, at the date of purchase, to be cash equivalents. We maintain our cash and cash equivalents at major financial institutions. The combined account balances at one or more institutions generally exceed the Federal Deposit Insurance Corporation ("FDIC") insurance coverage. We periodically assess the credit risk associated with these financial institutions. We believe insignificant credit risk exists related to amounts on deposit in excess of FDIC insurance coverage.
Off Balance Sheet Arrangements
None.
31
Contractual Obligations
We have obligations related to our mortgage loans, senior notes, term loans, Revolving Credit Facility, and ground lease as described in "Note 6. Debt" in the condensed consolidated financial statements.
The following table presents our obligations to make future payments under debt and lease agreements as of September 30, 2026, exclusive of debt discounts and financing costs, which are not future cash obligations.
| Payments due by year ending December 31 | |||||||||||||||||||||||||||||||||||||||||
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| Fixed rate debt: | |||||||||||||||||||||||||||||||||||||||||
| Term Loan and Senior Notes (a) | $ | — | $ | — | $ | — | $ | 200,000 | $ | 200,000 | $ | 500,000 | $ | 900,000 | |||||||||||||||||||||||||||
| Mortgage maturities | — | 26,000 | 21,321 | 61,750 | 5,853 | — | 114,924 | ||||||||||||||||||||||||||||||||||
| Mortgage payments | 197 | 810 | 495 | 449 | 154 | — | 2,105 | ||||||||||||||||||||||||||||||||||
| Interest | 12,042 | 48,831 | 47,828 | 42,589 | 31,429 | 26,353 | 209,072 | ||||||||||||||||||||||||||||||||||
| Total fixed rate debt | 12,239 | 75,641 | 69,644 | 304,788 | 237,436 | 526,353 | 1,226,101 | ||||||||||||||||||||||||||||||||||
| Variable rate debt: | |||||||||||||||||||||||||||||||||||||||||
| Revolving Credit Facility | — | — | — | 20,000 | — | — | 20,000 | ||||||||||||||||||||||||||||||||||
| Interest | 447 | 1,905 | 1,946 | 75 | — | — | 4,373 | ||||||||||||||||||||||||||||||||||
| Total variable rate debt | 447 | 1,905 | 1,946 | 20,075 | — | — | 24,373 | ||||||||||||||||||||||||||||||||||
| Operating leases (b) | 131 | 529 | 522 | 493 | 293 | — | 1,968 | ||||||||||||||||||||||||||||||||||
| Finance lease (c) | 138 | 578 | 605 | 605 | 605 | 71,211 | 73,742 | ||||||||||||||||||||||||||||||||||
| Grand total | $ | 12,955 | $ | 78,653 | $ | 72,717 | $ | 325,961 | $ | 238,334 | $ | 597,564 | $ | 1,326,184 | |||||||||||||||||||||||||||
(a)Includes variable rate debt swapped to fixed rates through interest rate swaps.
(b)Includes leases on corporate office spaces.
(c)Includes payments related to the finance lease liability related to the ground lease at West Ashley Station.
Critical Accounting Estimates
Our financial statements are prepared in accordance with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, judgments, and assumptions are required in a number of areas, including, but not limited to, allocating the purchase price of acquired retail properties and evaluating the impairment of long-lived assets. The Company bases these estimates, judgments and assumptions on historical experience and various other factors that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates.
There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates described in our "Management’s Discussion and Analysis of Financial Condition and Results of Operations" set forth in our Annual Report.
32
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
The Company is subject to market risk associated with changes in interest rates both in terms of variable-rate debt and the price of new fixed-rate debt upon maturity of existing debt. The Company's interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows. As of September 30, 2026, the Company's debt included outstanding variable-rate debt of $420.0 million, $400.0 million of which has been swapped to a fixed rate through the maturity dates.
As of September 30, 2026, the Company's interest rate risk was limited to $20.0 million on its Revolving Credit Facility. If market rates of interest on all variable-rate debt as of September 30, 2026 permanently increased or decreased by 1%, the annual increase or decrease in interest expense, future earnings, and future cash flows would be approximately $0.2 million. See our Annual Report for expanded descriptions of the Company's market risk associated with changes in interest rates.
The following table summarizes our effective interest rate swaps as of September 30, 2026 and December 31, 2025:
| Fair Value as of | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Effective Interest Rate Swaps | Effective Date | Termination Date | InvenTrust Receives | InvenTrust Pays Fixed Rate of | Fixed Rate Achieved (a) | Notional Amount | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||
| 5.5 year Term Loan | 4/3/23 | 3/22/27 | 1-Month SOFR | 3.69% | 4.84% | $ | 100,000 | $ | 220 | $ | (435) | |||||||||||||||||||||||||||||||||||||||
| 5.5 year Term Loan | 6/21/24 | 3/22/27 | 1-Month SOFR | 1.54% | 2.69% | 50,000 | 618 | 1,082 | ||||||||||||||||||||||||||||||||||||||||||
| 5.5 year Term Loan | 6/21/24 | 3/22/27 | 1-Month SOFR | 1.48% | 2.63% | 50,000 | 631 | 1,118 | ||||||||||||||||||||||||||||||||||||||||||
| 5 year Term Loan | 9/22/26 | 8/26/30 | Daily SOFR | 3.35% | 4.50% | 100,000 | 4,721 | 28 | ||||||||||||||||||||||||||||||||||||||||||
| 5 year Term Loan | 9/22/26 | 8/26/30 | Daily SOFR | 3.35% | 4.50% | 100,000 | 4,740 | 36 | ||||||||||||||||||||||||||||||||||||||||||
| 5 year Term Loan | 12/21/23 | 9/22/26 | 1-Month SOFR | 1.51% | 2.66% | 100,000 | — | 1,413 | ||||||||||||||||||||||||||||||||||||||||||
| 5 year Term Loan | 12/21/23 | 9/22/26 | 1-Month SOFR | 1.51% | 2.66% | 100,000 | — | 1,418 | ||||||||||||||||||||||||||||||||||||||||||
| $ | 10,930 | $ | 4,660 | |||||||||||||||||||||||||||||||||||||||||||||||
(a)Interest rates reflect the Company's current credit spread of 1.15%.
The following table summarizes our forward-starting interest rate swaps as of September 30, 2026 and December 31, 2025:
| Fair Value as of | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Forward-Starting Interest Rate Swaps | Effective Date | Termination Date | InvenTrust Receives | InvenTrust Pays Fixed Rate of | Fixed Rate Achieved (a) | Notional Amount | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||
| 5.5 year Term Loan | 3/22/27 | 2/24/31 | Daily SOFR | 3.42% | 4.57% | 100,000 | $ | 4,674 | $ | 56 | ||||||||||||||||||||||||||||||||||||||||
| 5.5 year Term Loan | 3/22/27 | 2/24/31 | Daily SOFR | 3.43% | 4.58% | 100,000 | 4,662 | 45 | ||||||||||||||||||||||||||||||||||||||||||
| $ | 9,336 | $ | 101 | |||||||||||||||||||||||||||||||||||||||||||||||
(a)Interest rates reflect the Company's current credit spread of 1.15%.
Gains or losses resulting from marking-to-market derivatives each reporting period are recognized as an increase or decrease in comprehensive income on the condensed consolidated statements of operations and comprehensive income.
The information presented herein does not consider all exposures or positions that could arise in the future. Therefore, the information represented herein has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, the hedging strategies at the time, and the related interest rates.
33
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, the Company's management, including its Principal Executive Officer and Principal Financial Officer, evaluated as of September 30, 2026 the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and Rule 15d-15(e). Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures, as of September 30, 2026, were effective at a reasonable assurance level for the purpose of ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC and is accumulated and communicated to management, including its Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There were no changes to the Company's internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Part II - Other Information
Item 1. Legal Proceedings
The Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, the Company's management believes, based on currently available information, that the final outcome of such matters will not have a material adverse effect on the Company's financial condition, results of operations, or liquidity.
Item 1A. Risk Factors
As of September 30, 2026, there have been no material changes from the risk factors previously disclosed in response to Item 1A. to Part I of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
During the quarter ended September 30, 2026, pursuant to the provisions of the applicable plans, certain of the Company's employees surrendered shares of common stock to satisfy tax withholding obligations associated with the purchase of shares of common stock at a discount under the ESPP.
The following table summarizes all share repurchases during the third quarter of 2026:
| Period | Total No. of Shares Purchased (a) | Average Price Paid per Share | Total No. of Shares Purchased as Part of Publicly Announced Plans or Programs | Approx. Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b) | ||||||||||||||||||||||
| July 1 - July 31, 2026 | 1,200 | $36.67 | — | $150,000 | ||||||||||||||||||||||
| August 1 - August 31, 2026 | — | $— | — | $150,000 | ||||||||||||||||||||||
| September 1 - September 30, 2026 | — | $— | — | $150,000 | ||||||||||||||||||||||
| Total | 1,200 | |||||||||||||||||||||||||
(a)Consists of shares of common stock surrendered to the Company to satisfy tax withholding obligations associated with the purchase of shares of common stock at a discount under the ESPP.
(b)On February 23, 2022, we established a share repurchase program (the "SRP") of up to $150.0 million of our outstanding shares of common stock. The SRP may be suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or particular amount of shares. As of September 30, 2026, no common stock has been repurchased under the SRP.
Item 3. Defaults Upon Senior Securities
None.
34
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
| Exhibit No. | Description | |||||||
| Seventh Articles of Amendment and Restatement of InvenTrust Properties Corp., as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on May 14, 2015) | ||||||||
Articles of Amendment of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on August 5, 2021) | ||||||||
Articles of Amendment of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on August 5, 2021) | ||||||||
Articles Supplementary of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 12, 2021) | ||||||||
Articles of Amendment of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on April 28, 2022) | ||||||||
| Articles of Amendment of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on May 8, 2023) | ||||||||
Fourth Amended and Restated Bylaws of the Company, dated as of May 5, 2023 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on May 8, 2023) | ||||||||
| Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||||||
| Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||||||
| Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||||||
| Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||||||
| 101 | The following financial information from our Quarterly Report on Form 10-Q for the period ended September 30, 2026, filed with the SEC on October 27, 2026, is formatted in Extensible Business Reporting Language ("XBRL"): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income, (iii) Condensed Consolidated Statements of Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements (tagged as blocks of text). | |||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |||||||
| * Filed as part of this Quarterly Report on Form 10-Q | ||||||||
| ** Furnished as part of this Quarterly Report on Form 10-Q | ||||||||
35
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
InvenTrust Properties Corp.
| Date: | October 27, 2026 | ||||
| By: | /s/ Daniel J. Busch | ||||
| Name: | Daniel J. Busch | ||||
| Title: | President and Chief Executive Officer (Principal Executive Officer) | ||||
| Date: | October 27, 2026 | ||||
| By: | /s/ Michael D. Phillips | ||||
| Name: | Michael D. Phillips | ||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | ||||
36
Exhibit 31.1
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Daniel J. Busch, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of InvenTrust Properties Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 27, 2026 | ||||
| By: | /s/ Daniel J. Busch | ||||
| Name: | Daniel J. Busch | ||||
| Title: | President and Chief Executive Officer (Principal Executive Officer) | ||||
Exhibit 31.2
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael D. Phillips, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of InvenTrust Properties Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 27, 2026 | ||||
| By: | /s/ Michael D. Phillips | ||||
| Name: | Michael D. Phillips | ||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | ||||
Exhibit 32.1
Certification of Principal Executive Officer
Pursuant To 18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of InvenTrust Properties Corp. (the "Company") for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officer’s knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 27, 2026 | ||||
| By: | /s/ Daniel J. Busch | ||||
| Name: | Daniel J. Busch | ||||
| Title: | President and Chief Executive Officer (Principal Executive Officer) | ||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as a part of the Report or on a separate disclosure document.
Exhibit 32.2
Certification of Principal Financial Officer
Pursuant To 18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of InvenTrust Properties Corp. (the "Company") for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officer’s knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 27, 2026 | ||||
| By: | /s/ Michael D. Phillips | ||||
| Name: | Michael D. Phillips | ||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | ||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as a part of the Report or on a separate disclosure document.