Sec Form 4 Filing - McGowan Thomas K @ KITE REALTY GROUP TRUST - 2025-02-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McGowan Thomas K 2. Issuer Name and Ticker or Trading Symbol KITE REALTY GROUP TRUST [ KRG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & COO (Last) (First) (Middle) KITE REALTY GROUP TRUST, 30 S MERIDIAN STREET, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2025 (Street) INDIANAPOLIS, IN46204 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 106,028 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Limited Partnership Units of Kite Realty Group, L.P. ( 1 ) 02/18/2025 A 80,863 ( 2 ) ( 3 ) ( 1 ) ( 1 ) Common Shares 80,863 $ 0 788,344 D Limited Partnership Units of Kite Realty Group, L.P. ( 1 ) 02/18/2025 A 40,143 ( 4 ) ( 1 ) ( 1 ) Common Shares 40,143 $ 0 828,487 D Limited Partnership Units of Kite Realty Group, L.P. ( 1 ) 02/18/2025 A 18,937 ( 5 ) ( 1 ) ( 1 ) Common Shares 18,937 $ 0 847,424 D Limited Partnership Units of Kite Realty Group, L.P. ( 1 ) ( 1 ) ( 1 ) Common Shares 5,000 5,000 I By irrevocable trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McGowan Thomas K KITE REALTY GROUP TRUST 30 S MERIDIAN STREET, SUITE 1100 INDIANAPOLIS, IN46204 President & COO Signatures /s/ Thomas K. McGowan 02/20/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common Shares of beneficial interest, par value of $.01 per share are issued upon the redemption and tender of Limited Partnership units ("LP Units") of Kite Realty Group L.P. on a one for one basis. LP Units have no expiration date. ( 2 )Represents LTIP Units (as defined below) earned related to an award previously granted on January 14, 2022 pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan, as amended (the "Plan"). The number of earned LTIP Units was based on the achievement of performance criteria as determined by the Compensation Committee of the Issuer's Board of Directors on February 18, 2025 with respect to a performance period commencing on October 23, 2021 and ending on December 31, 2024 (the "Performance Period") and represents the maximum number of LTIP Units eligible to be earned. LTIP Units ("LTIP Units") are a class of LP Units that, if vested, are convertible at the option of the holder, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into an equal number of LP Units. ( 3 )The performance criteria measured the Kite Realty Group's achievement of the following pre-set components over the Performance Period (i) cumulative annualized net operating income for executed new leases, (ii) post-merger cash general and administrative expense synergies, and (iii) same property net operating income margin improvement, and the awards were further subject to adjustment based on absolute TSR performance over the Performance Period. ( 4 )Represents the grant of LTIP Units pursuant to the the Plan. These LTIP units will vest in equal amounts on 2/18/2026, 2/18/2027, and 2/18/2028, subject to continued service by the reporting personthrough the applicable vesting date. ( 5 )Represents LTIP Units under the Plan, which were earned based on the achievement of certain performance measures during the three-year performance period ended February 14, 2025.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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