IVT 10-K & 10-Q changes, risk factors and insider trading

An economic downturn could have an adverse impact on the retail industry generally. Rising or elevated inflation could also adversely impact consumer behavior and increase our and our tenants' operating costs. As a result, the retail industry could face further reductions in sales revenues and increased bankruptcies. Adverse economic conditions may result in an increase in distressed or bankrupt retail companies, which in turn would result in an increase in defaults by tenants at our commercial properties. Such conditions may also affect shadow-anchor retailers in some of our centers, which we cannot control. Although we do not generate revenue from shadow-anchor retailers, their presence drives traffic to some of our centers. Additionally, continued slow or negative economic growth could hinder new entrants into the retail market, which may make it difficult for us to fully lease our real properties. Tenant defaults and decreased demand for retail space would have an adverse impact on the value of our retail properties and our results of operations.

•natural disasters, such as hurricanes, wildfires, earthquakes, droughts, severe freezes and winter storms, floods, extreme storms and weather or other under-insured or uninsured losses, which may result from or be exacerbated by climate change, and man-made events, such as terrorist attacks or events of sabotage;

•changes in interest rates and availability, and cost and terms of financing; and

•rising inflation.inflation; and

Natural disasters and severe weather such as hurricanes, wildfires, earthquakes, mudslides, droughts, tornadoes, blizzards, severe freezes and winter storms, hailstorms or floods may result in significant damage to our properties, decrease demand for certain properties, disrupt operations at our properties, increase the costs associated with maintaining or insuring our properties, and adversely affect both the value of our properties and the ability of our tenants and operators to make their scheduled rent payments to us. The extent of our casualty losses and loss in operating income in connection with such events is a function of the severity of the event and the total amount of exposure in the affected area. These losses may not be insured or insurable at commercially reasonable rates. When we have a geographic concentration, a single catastrophe or destructive weather event affecting a region may have a significant negative effect on our financial condition, results of operations, and cash flows. As a result, our operating and financial results may vary significantly from one period to the next. We also are exposed to the risk of an increased need for the maintenance and repair of our buildings due to inclement or extreme weather.

Increases in interest rates would increase our interest expense on anyour variable rate debt, as well as any debt that must be refinanced at higher interest rates at the time of maturity. Our future earnings and cash flows could be adversely affected due to the increased requirement to service our debt and could reduce the amount we are able to distribute to our stockholders.

We maintain insurance coverage with third-party carriers who providefor a portion of the coverage ofour potential losses, including wind,property flood, named windstorm, earthquake, fire,damage and othergeneral property-relatedliability perils.risks. We currentlyalso self-insure a portion of our risk exposure, including deductibles under certain commercial insurance deductiblepolicies riskand a layer of our general liability risk, through our wholly owned captive insurance company. To the extent that our captive insurance company is unable to bearfund thatclaims risk,or otherwise satisfy its obligations, we may be required to fundcontribute additional capital to ourthe captive insurance company or we may be required to bear that loss. Further, there arethe losses wedirectly, may incur that cannot be insured against or that we believe are not economically reasonable to insure. Should an uninsured loss occur, wewhich could losematerially alland oradversely aaffect portionour financial condition, results of theoperations, capital we have invested in a property, as well as the anticipated futureand cash flow from the property.flows.

CatastrophicCertain losses,risks, including,including butcatastrophic notevents limitedsuch to,as hurricanes, severe freezes and winter storms, wildfires, windstorms, earthquakes, floods, and foreignacts terroristof activitiesterrorism, may not be insurable or may not be economically insurable.reasonable to insure. Even when such risks are insurable, theseinsurance policies may havebe highsubject deductiblesto and/significant deductibles, coverage limitations, exclusions, or high premiums. LendersIn addition, claims related to general liability or other casualty exposures may requireexceed suchpolicy insurance.limits or amounts retained through self-insurance. Our failure to obtain such insurance could constitute a default under loan agreements, and/or our lenders may force us to obtain such insurance at unfavorable rates, which could materially and adversely affect our profitability.

In the event of a substantial loss,loss or liability claim, our insurance coverage, including coverage provided through our captive insurance company, may not be sufficientinsufficient to cover the full current market valuevalue, replacement cost, or replacementliability costexposure ofassociated ourwith lostthe investment.property. ShouldIf an uninsured loss or a loss in excess of insured limits occur,occurs, we could lose all or a portion of the capital we have invested in ana asset,property as well asand the anticipated future cash flows from the asset. In that event,property, wewhile might nevertheless remainremaining obligated forto satisfy any related mortgage debt or other financial obligations related to the asset.obligations. Inflation, changes in building codes andor ordinances, environmental considerationsconsiderations, and other factors mightcould require us to comeincur outsignificant ofout-of-pocket pocketcosts to replacerepair, replace, or renovateremediate an asset afterfollowing ita has been damaged or destroyed.loss. Under thosethese circumstances, the insurance proceedsproceeds, weif receiveany, mightmay be inadequate to restore our economic position on the damaged or destroyed property,position, which could materially and adversely affect our profitability.

Under various federal, state, and local laws, an owner or manager of real property may be liable for the costs to assess and remediate the presence of hazardous substances on the property, which in our case generally arise from former dry cleaners, gas stations, asbestos usage, storage tanks, air emissions from emergency generators, storm water and wastewater discharges, lead-based paint, mold and mildew, waste management, and historic land use practices. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous substances. The presence of, or the failure to properly address the presence of, hazardous substances may adversely affect our ability to sell or lease the property or borrow using the property as collateral. We can provide no assurance that we are aware of all potential environmental liabilities or their ultimate cost to address; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; and that future uses or conditions, or changes in environmental laws and regulations, or their interpretation, will not result in additional material environmental liabilities to us. The general trend is for environmental laws to become more stringent over time, including the identification of additional hazardous substances; for example, there has recently been significant attention from various policymakers on regulating per- and polyfluoroalkyl substances, which have been used in firefighting and other materials.

Moreover, compliance with ESG-relatedenvironmental, social and governance ("ESG") related laws, regulations, expectations or reporting requirements may result in increased compliance costs, as well as additional scrutiny that could heighten all of the risks associated with environmental, social and sustainability matters. If we fail to comply with new laws, regulations, expectations or reporting requirements, or if we are perceived as failing, our reputation and business could be adversely impacted. The occurrence of any of the foregoing could have an adverse effect on the price of the Company's stock and the Company's business, financial condition and results of operations, including increased development costs, capital expenditures and operating expenses.

There is continued scrutiny on companies’companies' management of climate change, human capital, and other environmental, social and governance factors. Although the Company makes ESG disclosures and undertakes ESG initiatives, such initiatives are costly and there is no assurance they will have the desired effects. For example, we may not be able to ultimately achieve certain of our goals or initiatives due to cost, technology, or other factors which may or may not be within our control. Additionally, many of these matters rely on methodologies and data that continue to evolve, and we cannot guarantee that any changes to our approach will align with any stakeholder expectations or preferences. Stakeholders expectations are not uniform, and both advocates for and opponents of ESG initiatives are increasingly resorting to a range of activism forms to achieve their goals. SomeThe policymakersapplication haveand alsointerpretation adopted, or are considering adopting requirements related to ESG matters, butof such requirements are notconstantly uniform,evolving whichand mayare increasesubject coststo orchange, complexitycreating fora compliance,complex ascompliance well as related risk.environment.

If we or our third-party providers fail to protect our information technology systems or confidential information and/or experience cyber-attacks, security problems, or other disruptions, there may be damage to our brand and reputation, financial penalties, and legal liability, which could materially adversely affect our business, results of operations, and financial condition.

AWe cyberface incidentnumerous isand consideredevolving tocybersecurity be any adverse eventrisks that threatensthreaten the confidentiality, integrity orand availability of our computerIT systems, hardware, software, technology infrastructureSystems and onlineConfidential sitesInformation, and networks for both internal and external operations that are critical to our business (collectively, "IT systems"). More specifically, a cyber incident is an intentional attack or an unintentional event that can includeincluding an intruder gaining unauthorized access to systems to disrupt operations, corrupt data or steal confidentialConfidential informationInformation and threats from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vendors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of bugs, misconfigurations or exploited vulnerabilities in software or hardware. As our reliance on technology has increased, so have the risks posed to our systems,Confidential Information and IT Systems, both internal and those we have outsourced.

We and certain of our third-party providers collect, maintain and process data about customers, employees, business partners and others, including personally identifiable information, as well as proprietary information belonging to our business such as trade secrets (collectively, "Confidential Information"). There can be no assurance that our security efforts and measures will be effective or that attempted security breaches would not be successful or damaging. While we maintain some of these IT Systems,Systems ourselves, we also depend on third parties to provide important IT Systems relating to several key business functions. Furthermore, the security measures employed by third-party service providers may prove to be ineffective at preventing breaches of their systems. Moreover, cyber incidents perpetrated against our tenants, including unauthorized access to customers' credit card data and other confidentialConfidential information,Information, could diminish consumer confidence and consumer spending and negatively impact our business and reputation. Additionally, any integration of artificial intelligence ("AI"), machine learning and automated decision-making technologies (collectively, "AI Technologies") in our or any servicethird-party providers' operations, products or services is expected to pose new or unknown cybersecurity risks and challenges.

Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools - including, with increased frequency, generative and other AI Technologies - that circumvent security controls, evade detection and remove forensic evidence. As a result, we, or our tenants, may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, confidentialConfidential informationInformation or business. Any adverse impact to the availability, integrity or confidentiality of our Confidential Information or IT Systems can result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, operational interruption, damage to our relationships with our tenants or damage to our tenants' relationships with their customers, as applicable, and private data exposure. Our and our tenants' financial results and reputation may be negatively impacted by such an incident.

In connection with running our business, we receive, store, use and otherwise process information that relates to individuals, and we are therefore subject to laws, regulations and other requirements relating to the privacy, security and handling of personal information. It is possible that new laws, regulations and other requirements, or amendments to or changes in interpretations of existing laws, regulations and other requirements, may require us to incur costs, implement new processes, or change our handling of information and business operations. In addition, any failure or perceived failure by us to comply with laws, regulations and other requirements relating to the privacy, security and handling of personal information could result in legal claims or proceedings (including class actions), regulatory investigations or enforcement actions. Any such proceedings and subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust. If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affected.

In addition, the regulatory framework for AI Technologies is rapidly evolving as many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations. Existing laws and regulations may be interpreted in ways that would affect our use of AI Technologies, or could be rescinded or amended as new administrations take differing approaches to evolving AI Technologies. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet completely determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations. Any such changes at the federal level could require us to expend significant resources to modify our products, services, or operations to ensure compliance or remain competitive. Any investigation or litigation resulting from our use of AI Technologies could specifically limit our ability to use AI Technologies in the future.

InvenTrust focuses on Sun Belt markets with favorable demographics, including above-average growth in population, employment, incomeincome, 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 aresupport withinhands-on aproperty two-houroversight, driveenabling ofresponsive overtenant 95% of our properties which affords us the ability to respond to the needs of our tenantsengagement and provides us with in-depthstrong local market knowledge.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.

•Core Funds From Operations ("Core FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;

Acquisitions and Mortgage AssumptionAssumptions

(a)The Company recognized a fair value adjustment of $0.4 million$507 related to the mortgage payable secured by the property.

(ab)This disposition was related to the completion of a partial condemnation at one retail property.property

(ba)Non-comparable leases are not included in totals.

We generate substantially all of our earnings from property operations. Since January 1, 2023,2024, we have acquired twelveseventeen retail properties and disposed of twosix retail properties.

The following table presents the changescomparative inresults of our income for the years ended December 31, 20242025 and 2023.2024.

•$0.2$6.4 million of netincreased increasesminimum in all other income,base and ground rent, and

•$1.0$3.3 million of increasesincreased fromcommon ourarea Same Properties,maintenance and real estate tax recoveries, partially offset by:

•$0.3$0.8 million of decreasesdecreased fromlease propertiestermination disposed.income,

The following table presents the changescomparative inresults of our other income andoperating expenses for the years ended December 31, 20242025 and 2023.2024.

As of MarchJune 31,30, 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.

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 MarchJune 31,30, 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.

On FebruaryMay 20,8, 2026, the Company acquired Nashville3609 West,South, a 324,00029,000 square foot powerunanchored neighborhood center shadow-anchored by Target, Costco, and Publix in Nashville,Charlotte, Tennessee,North Carolina, for a gross acquisition price of $88.0$16.6 million. The Company used available liquidity to fund the acquisition.

On MarchJune 12,17, 2026, the Company acquired Sweetgrass Corner, a 7,00095,000 square foot single-tenantcommunity outparcelcenter adjacentanchored toby itsTrader neighborhood center, The Centre on Hugh Howell,Joe’s in theCharleston, Atlanta,South Georgia market,Carolina, for a gross acquisition price of $3.7$51.0 million. The Company used available liquidity to fund the acquisition.

The following table summarizes our retail portfolio as of MarchJune 31,30, 2026 and 2025:

(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.

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 six months ended MarchJune 31,30, 2026 and 2025.

Comparison of results for the three and six months ended MarchJune 31,30, 2026 and 2025

We generate substantially all of our earnings from property operations. Since January 1, 2025, we have acquired twelvefifteen retail properties and disposed of five retail properties.

Lease income, net, for the three months ended MarchJune 31,30, 2026 increased $8.7$9.2 million when compared to the same period in 2025, as a result of increases from properties acquired of $12.3$12.8 million, decreases from properties disposed of $6.1$4.1 million, and the following activity related to our Same Properties:

•$1.3$1.5 million of increased minimum base and ground rent, and

•$0.2$0.5 million of increaseddecreased creditcommon lossesarea netmaintenance ofand relatedreal reversals.estate tax recoveries,

Depreciation and amortization for the three months ended MarchJune 31,30, 2026 increased $5.8$7.9 million when compared to the same period in 2025, as a result of:

GeneralProperty and administrativeoperating expenses for the threesix months ended MarchJune 31,30, 2026 increased $0.8$2.5 million when compared to the same period in 2025, as a result of $0.6 million of increased compensation costs and $0.2 million of increased other costs.: