🧾 What This Document Is — Your Guide to the Annual Shareholder Meeting

This is Kite Realty Group Trust's "definitive proxy statement" (a DEF 14A filing). Think of it as the official rulebook and information packet sent to all shareholders before the annual meeting. Its job is to inform you about what you'll vote on, who is running the company, how they are paid, and other key governance details. You received this so you can make an informed vote, even if you can't attend in person.

👉 In simple terms: This document tells you everything you need to know to vote your shares at Kite Realty Group's 2026 annual meeting.

🏢 What The Company Does — A Shopping Center Landlord

👉 In simple terms: Kite Realty Group Trust (KRG) is a real estate company that owns and operates open-air shopping centers. They are a REIT (Real Estate Investment Trust), which means they own income-producing properties and are required by law to pay out most of their profits to shareholders as dividends.

Their portfolio is focused on high-quality shopping centers where people live and shop daily, like grocery-anchored neighborhood centers and larger regional hubs. A significant portion of their properties are in fast-growing Sun Belt states like Texas and Florida.

📅 The Annual Meeting: When, Where, and What You'll Vote On

• 📅 Date & Time: Thursday, May 14, 2026, at 9:00 a.m. EDT.
• 📍 Location: 30 South Meridian Street, Suite 800, Indianapolis, Indiana 46204.
• 🗳️ What You're Voting On:
  1. Proposal 1: Elect 10 trustees to the board for one-year terms.
  2. Proposal 2: Hold an advisory (non-binding) vote to approve executive compensation ("say-on-pay").
  3. Proposal 3: Ratify (approve) the appointment of KPMG LLP as the company's independent auditor for 2026. 👉 Board's Ask: The Board recommends you vote "FOR" all three proposals.

👥 Meet the Board: Who's in Charge & Who's Leaving

You are voting to elect the entire board of trustees. The company highlights one change: Bonnie S. Biumi is not standing for reelection after serving since 2021. The board thanks her for her service.

The proposed board is led by John A. Kite (Chairman and CEO) and includes nine other independent trustees with deep expertise in real estate, finance, and corporate leadership. Their detailed biographies show a mix of skills from running other public REITs, accounting, retail operations, and law.

⚖️ Corporate Governance: How the Company is Run

The document emphasizes strong governance to align the company's interests with yours, the shareholder. Key features include:

• 👍 Independence: 9 of the 10 nominees are independent trustees. All board committees are made up entirely of independent members.
• 🗳️ Majority Voting: Trustees must be elected by a majority of votes cast. If an incumbent fails this, they must offer to resign.
• 📈 Stock Ownership: Trustees and executives are required to own significant amounts of company stock, aligning their wealth with yours.
• 🚫 Prohibitions: The company has no "poison pill" anti-takeover defense and prohibits executives and trustees from hedging their company stock.

The board has three key committees: Audit, Compensation, and Corporate Governance and Nominating. Each has a specific oversight role, from checking the books to setting pay and finding new directors.

💰 Executive Compensation: How the Leaders are Paid

This is the heart of Proposal 2. The "Compensation Discussion and Analysis" section explains that pay is designed to reward long-term performance and align with shareholder interests.

👉 Key Components:

• Base Salary: Fixed cash payment.
• Annual Bonus: Based on achieving short-term financial and operational goals.
• Long-Term Incentives: The majority of pay, made in performance-based stock units. These vest (are earned) only if the company hits specific multi-year targets for "Funds from Operations" (FFO), a key profitability metric for REITs, and relative shareholder return compared to peers.

For 2025, the named executive officers' total compensation ranged from about $3.5 million to $5.6 million. The board believes this structure motivates executives to grow the company's value sustainably.

💼 Financial Performance Snapshot

The proxy provides a quick look at recent results to give context for compensation and strategy:

• Revenue: Grew steadily from $821.3M (2023) to $844.4M (2025).
• Core FFO per Share (a key metric): Increased from $1.90 (2023) to $2.06 (2025).
• Dividend Paid per Share: Increased from $0.96 (2023) to $1.08 (2025).
• Leased Percentage: High and stable at 94.4% of operating properties.

🧠 The Analogy — Think of a Property Manager for a Large Apartment Building

Kite Realty Group is like the property manager for a massive, valuable apartment complex (their portfolio of shopping centers). The shareholders are the owners of the building. The Board of Trustees is the small committee of owners they hire to oversee the property manager. The annual meeting is where all the owners get together (or send in their proxy votes) to: 1) re-hire or replace the oversight committee (elect trustees), 2) review the property manager's performance and pay (executive compensation vote), and 3) approve the hiring of the independent inspector who checks the books (ratify the auditor). This document is the full report on the building's condition, the committee's performance, and the proposed plans for the coming year.

📇 Key Contacts & People

• Chairman & CEO: John A. Kite
• Lead Independent Trustee: Derrick Burks
• Senior VP, Chief Legal Officer & Corporate Secretary: Dean J. Papadakis
• Investor Relations: Likely available at kiterealty.com (website provided in the letter).

(Note: Specific email addresses or phone numbers for individuals are not provided in the main proxy text, but the company's main contact information is typically on its website.)

🧩 Final Takeaway

Your vote matters. You are being asked to renew the mandate of the board and management team, approve their pay structure which is tied to long-term performance, and endorse the company's financial auditor. Review the detailed bios and compensation plans, then vote "FOR" all three proposals as the board recommends to support the continued strategic direction of the company.