CIK	0001636315
DocumentType	8-K
AmendmentFlag	false
DocumentPeriodEndDate	~~March~~January 1712, ~~2021~~2024
EntityAddressLineOne	30 S. Meridian Street
EntityAddressLineTwo	Suite 1100
EntityAddressCityorTown	Indianapolis
EntityAddressStateorProvince	IN
EntityAddressPostalZipCode	46204
CityAreaCode	317
LocalPhoneNumber	577-5600
WrittenCommunication	false
SolicitingMaterial	false
Pre-commencement Tender Offer	false
Pre-commencement Issue Tender Offer	false
EntityEmergingGrowthCompany	false

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of earliest ~~1934~~event reported): January 12, 2024

Date of Report (Date of earliest event reported): March 17, 2021

KITE REALTY GROUP TRUST

KITE REALTY GROUP, L.P.

(Exact name of registrant as specified in its charter)

Maryland	1001-32268	11-3715772
Delaware	333-~~20266~~202666-01	20-1453863
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

30 S. Meridian Street

Suite 1100

Indianapolis, IN 46204

(Address of principal executive offices) (Zip Code)

(317) 577-5600

(Registrant’'s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered
Common Shares, $0.01 par value per share		KRG		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 1.01. Entry into a Material Definitive Agreement.

0On January 17, 2024, Kite Realty Group, L.~~75%~~P. ~~Exchangeable~~(the ~~Senior~~“Operating Partnership”), the operating partnership of Kite Realty Group Trust (the “Company”), completed the previously announced offering of $350 million aggregate principal amount of 5.500% Senior Notes due ~~2027~~2034 (the “Notes”).

~~On March 22,~~The ~~2021, Kite~~issuance ~~Realty~~of ~~Group, L.P. (~~the ~~“Issuer”),~~Notes ~~the~~is ~~operating~~pursuant ~~partnership~~to ~~through~~an ~~which~~Indenture, ~~Kite~~dated ~~Realty~~September 26, ~~Group~~2016 ~~Trust~~ (the “~~Company~~Base Indenture”), ~~conducts~~between ~~all~~the ofOperating ~~its~~Partnership, ~~activities~~as issuer, and ~~holds~~U.S. ~~substantially~~Bank ~~all~~Trust ofCompany, ~~its~~National ~~assets and liabilities,~~Association ~~issued~~(as ~~$175,000,000~~successor ~~aggregate~~in ~~principal~~interest ~~amount~~to ~~of its 0~~U.~~75%~~S. ~~Exchangeable~~Bank ~~Senior~~National ~~Notes~~Association), ~~due~~as ~~2027~~trustee (the “~~Notes~~Trustee”)., ~~The Issuer~~as ~~also~~supplemented ~~granted~~by the ~~initial~~Second ~~purchasers~~Supplemental Indenture, ofdated ~~the Notes an option to purchase up to an additional $25~~January 17,~~000,000~~ ~~aggregate~~2024 ~~principal amount~~(the of“Supplemental ~~Notes.~~Indenture” ~~The Notes were issued pursuant to~~and, ~~and~~together ~~are~~with ~~governed~~the ~~by,~~Base an Indenture, ~~dated as of March 22, 2021 (~~the “Indenture”), among the ~~Issuer~~ Operating Partnership, the Company ~~and U.S. Bank National Association~~, as ~~trustee.~~possible ~~The~~future ~~Notes were sold in the United States only to accredited investors pursuant to an exemption from the Securities Act~~guarantor, and ~~subsequently~~the ~~resold to qualified institutional buyers pursuant to Rule 144A~~Trustee.

The Notes bear interest at a rate of 5.500% per annum accruing from January 17, 2024. Interest on the Notes is payable semi-annually on March 1 and September 1 of each year, beginning on September 1, 2024. The Notes will bemature on March 1, 2034. The Notes are the ~~Issuer~~Operating Partnership’s ~~senior~~ unsecured ~~obligations~~ and ~~will~~unsubordinated obligations and rank equally in right of payment with all of the ~~Issuer~~Operating Partnership’s ~~other~~existing ~~senior~~and future unsecured and unsubordinated indebtedness. The Notes are not guaranteed by any subsidiary of the Company and will not initially, and may never, be ~~effectively subordinated~~guaranteed inby ~~right~~the ofCompany. ~~payment~~However, tounder ~~all~~limited ofcircumstances provided in the Supplemental ~~Issuer’s~~Indenture, ~~secured~~the ~~indebtedness~~Company (will be required to guarantee the ~~extent~~payment of ~~the~~principal ~~collateral~~of ~~securing~~and ~~such indebtedness)~~premium, if any, and tointerest ~~all~~on ~~liabilities~~the Notes when due if, and ~~preferred~~for ~~equity~~so oflong as, the ~~Issuer~~Company guarantees the Operating Partnership’s ~~subsidiaries~~obligations under its existing credit agreement.

The Operating ~~Notes~~Partnership ~~will~~may ~~accrue~~redeem ~~interest~~the ~~payable~~Notes ~~semi-annually~~at inits ~~arrears on~~option ~~April 1~~prior ~~and~~to ~~October~~December 1 ~~of each year~~, ~~beginning~~2033 ~~on October~~(three (3) 1,months ~~2021,~~prior atto athe ~~rate~~maturity ofdate) ~~0.75% per year. The notes will mature on April 1, 2027~~ (the “~~Maturity~~Par Call Date”), ~~unless~~in ~~earlier~~whole ~~exchanged~~or in part, ~~repurchased~~at any time or ~~redeemed.~~from ~~Prior~~time to ~~January 1~~time, at ~~2027,~~a ~~the~~redemption ~~Notes~~price ~~will~~(expressed beas ~~exchangeable~~a ~~into~~percentage ~~cash~~of ~~up to~~ the principal amount ~~of the Notes exchanged~~ and, ifrounded ~~applicable,~~to ~~cash~~three ordecimal ~~common shares~~places) ofequal ~~beneficial~~to ~~interest,~~the ~~par~~greater ~~value $0.01 per share,~~ of: (i) (a) the sum ~~Company~~of (the ~~“Common~~present ~~Shares”)~~values orof athe ~~combination~~remaining ~~thereof, only~~scheduled ~~upon~~payments ~~certain~~of ~~circumstances~~principal and ~~during~~interest ~~certain~~thereon ~~periods.~~discounted Onto orthe ~~after~~redemption ~~January 1,~~date ~~2027,~~ (assuming the Notes ~~will~~matured beon ~~exchangeable into cash up to~~ the ~~principal~~Par ~~amount~~Call ofDate) ~~the~~on ~~Notes~~a ~~exchanged~~semi-annual ~~and,~~basis if(assuming ~~applicable,~~a ~~cash~~360-day oryear ~~Common~~consisting ~~Shares~~of ortwelve a30-day ~~combination~~months) ~~thereof~~ at the Treasury ~~option~~Rate of(as ~~the~~defined ~~holders~~in atthe ~~any~~Supplemental ~~time~~Indenture) ~~prior~~plus to30 ~~the~~basis ~~close~~points ofless ~~business~~(b) interest onaccrued to the ~~second~~redemption ~~scheduled~~date, ~~trading~~and ~~day~~(ii) 100% of ~~preceding~~ the ~~Maturity~~principal ~~Date. The~~amount ~~exchange~~of ~~rate~~the ~~will~~Notes ~~initially~~being ~~equal~~redeemed, ~~39.6628~~plus, ~~Common~~in ~~Shares~~either ~~per $1~~case,~~000~~ ~~principal~~accrued ~~amount~~and ofunpaid ~~Notes~~interest ~~(equivalent~~thereon to, anbut ~~exchange~~not ~~price~~including, ofthe ~~approximately~~redemption ~~$25~~date.21 ~~per~~If ~~Common~~the ~~Share~~Notes ~~and~~are anredeemed ~~exchange~~on ~~premium~~or ofafter ~~approximately~~the ~~25%~~Par ~~based~~Call onDate, the ~~closing~~redemption price ofwill ~~$20.17~~be ~~per Common~~equal ~~Share~~to on100% ~~March 17,~~of ~~2021).~~the ~~The~~principal amount ~~exchange~~of ~~rate~~the ~~will~~Notes bebeing ~~subject~~redeemed toplus ~~adjustment~~accrued ~~upon~~and ~~the~~unpaid ~~occurrence~~interest ofthereon ~~certain events~~to, but ~~will~~ not beincluding, ~~adjusted~~the ~~for~~redemption ~~any accrued and unpaid interest~~date.

The ~~Issuer~~Indenture ~~may~~contains ~~redeem the Notes, at its option, in whole or~~certain incovenants ~~part~~that, onamong ~~any~~other ~~business day on or after April 5~~things, ~~2025,~~restrict if the ~~last~~Operating ~~reported~~Partnership’s ~~sale~~operations, ~~price~~subject ofto ~~the~~certain ~~Common~~exceptions, ~~Shares~~with ~~has been at least~~respect ~~130%~~to ofits ~~the~~entity ~~exchange~~existence, ~~price~~properties, ~~then~~insurance, intaxes, ~~effect~~claims, ~~for~~provision atof ~~least~~financial ~~20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on~~information, ~~and including~~mergers, ~~the~~consolidations ~~trading~~and ~~day~~asset ~~immediately preceding the date on which the Issuer provides notice of redemption~~sales. atIn aaddition, ~~redemption price equal to 100% of~~ the ~~principal~~Indenture ~~amount~~requires ofthat the ~~Notes~~Operating toPartnership besatisfy ~~redeemed,~~certain ~~plus~~financial ~~accrued and unpaid interest to~~covenants, ~~but excluding, the redemption date.~~including:

If· ~~the Issuer or the Company undergoes~~ a ~~fundamental~~maximum ~~change (as~~leverage ~~defined~~ratio ~~in the Indenture), holders~~ of ~~the Notes may require the Issuer to purchase the Notes in whole or in part for cash at a price equal to 100~~60% ~~of the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change purchase date.~~;

If· ana ~~event~~maximum ofsecured ~~default~~indebtedness ~~(as~~ratio ~~defined in the Indenture) occurs and is continuing, the Trustee by notice to the Issuer, or the holders~~ of ~~at least 25~~40% in aggregate principal amount of the Notes then outstanding by notice to the Issuer and the Trustee, may declare 100% of the principal of and accrued and unpaid interest on all the Notes to be due and payable. In the case of an event of default arising out of certain bankruptcy or insolvency events (as set forth in the Indenture), 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable.;

~~The~~· ~~Issuer~~Consolidated ~~estimates~~EBITDA ~~that~~(as ~~the~~defined ~~net~~in ~~proceeds from this offering, after deducting~~ the ~~initial~~Indenture) ~~purchasers’~~to ~~discount~~annual ~~and~~debt ~~estimated~~service ~~offering~~charge ~~costs~~ratio ~~and~~of ~~expenses~~at ~~payable~~least by1.50 ~~the~~to ~~Issuer and the Company, will be approximately $169~~1.700; ~~million.~~and

~~The~~· ~~foregoing description is qualified in its entirety by the full text of the Indenture,~~ a ~~copy~~minimum of ~~which~~total isunencumbered ~~attached~~assets ~~hereto as Exhibit 4.1. The terms~~ of ~~the~~at ~~Indenture,~~least ~~including~~150% ~~the form~~ of ~~the~~total ~~Notes~~unsecured ~~attached hereto as Exhibit 4~~indebtedness.~~2, are incorporated herein by reference.~~

~~Registration~~These ~~Rights~~covenants ~~Agreement~~are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.

~~In connection~~The ~~with~~foregoing ~~the~~description ~~issuance~~is ~~and~~a ~~sale~~ summary of the ~~Notes,~~terms onof ~~March 22,~~the ~~2021,~~Indenture and the ~~Issuer~~Notes and ~~the~~does ~~Company~~not ~~also~~purport ~~entered~~to ~~into~~ be a ~~registration~~complete ~~rights~~statement ~~agreement~~of (the ~~“Registration~~parties’ ~~Rights~~rights ~~Agreement”)~~and ~~with~~obligations thereunder. The foregoing description is qualified in its entirety by reference to the ~~initial~~full ~~purchasers~~text of the ~~Notes~~Base Indenture and the Supplemental Indenture, which are included as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and incorporated by reference herein.

~~Pursuant~~The offering of the Notes was made pursuant to a shelf registration statement on Form S-3 (File No. 333-261119-01), which became effective upon filing with the ~~Registration~~Securities ~~Rights~~and ~~Agreement~~Exchange Commission (the “SEC”) on November 16, 2021. A prospectus supplement, dated January 12, 2024, relating to the ~~Company~~Notes ~~has~~and supplementing ~~agreed~~the ~~that~~prospectus itdated ~~will:~~November 16, 2021 was filed with the SEC on January 16, 2024.

·Item if2.03 ~~the~~Creation ~~Company~~of is a ~~“well-known~~Direct ~~seasoned~~Financial ~~issuer,”~~Obligation or ~~WKSI, on the 90th day after the original issuance of the Notes, file a shelf registration statement (which shall be~~ an ~~automatic~~Obligation ~~shelf~~Under ~~registration statement if the Company is then a WKSI) or a resale prospectus supplement to~~ an ~~effective~~Off-Balance ~~shelf~~Sheet ~~registration~~Arrangement ~~statement with the Securities and Exchange Commission (the “SEC”) on or about the first business day following such 90th day, covering resales~~ of the ~~Common Shares, if any, issuable upon exchange of the Notes;~~Registrant.

·The ifinformation ~~the~~set ~~Company~~forth isabove ~~not~~under aItem ~~WKSI~~1.01 onis ~~such~~hereby ~~90th~~incorporated by ~~day,~~reference ~~use~~into ~~commercially~~this ~~reasonable~~Item ~~efforts to cause the shelf registration statement or resale prospectus supplement to become effective within 180 days after the first date of original issuance of the Notes; and~~2.03.

·Item ~~use~~8.01. ~~its~~Other commercially reasonable efforts to keep the shelf registration statement or resale prospectus effective until the earlier of (i) the 30th trading day immediately following the maturity date of the Notes (subject to extension in certain circumstances); and (ii) the date on which there are no longer any Notes or “restricted” shares (within the meaning of Rule 144 under the Securities Act) of Common Shares issued upon exchange of Notes outstandingEvents.

IfThe ~~the~~information ~~Issuer~~set ~~does~~forth ~~not~~above ~~fulfill certain of its obligations~~ under ~~the~~ ~~Registration Rights Agreement with respect to the Notes, the Issuer will be required to pay additional interest to holders~~Item ~~of the Notes~~1.01 Ifis ahereby ~~holder~~incorporated of the Notes exchanges some or all of its Notes for Common Shares, such holder will not be entitled to additional interest with respect to the Common Shares. However, if a holder of the Notes exchanges its Notes when there exists a registration default with respect to the Common Shares, the Issuer will increase the applicable exchange rate by 3%reference ~~instead~~into ~~of paying~~this ~~any~~Item ~~additional interest on such Common Shares~~8.01.

~~The~~In ~~foregoing~~connection ~~description~~with isthe ~~qualified~~offering inof ~~its~~the ~~entirety~~Notes, the byOperating Partnership entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities ~~full~~LLC, ~~text~~Wells Fargo Securities, LLC, and PNC Capital Markets LLC, as representatives of the ~~Registration~~several ~~Rights~~underwriters named therein (the “Underwriters”). The Underwriting Agreement contains customary representations, awarranties ~~copy~~and ofcovenants ~~which~~by isthe ~~attached~~Operating ~~hereto~~Partnership, ascustomary ~~Exhibit 10~~conditions to closing, other obligations of the parties and termination provisions.1. ~~The~~Additionally, ~~terms~~the Operating Partnership has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the ~~Registration~~“Securities ~~Rights~~Act”), ~~Agreement~~or ~~are~~to ~~incorporated~~contribute ~~herein~~to bypayments ~~reference~~the Underwriters may be required to make because of any of those liabilities.

~~Item~~The Operating ~~2.03.~~Partnership ~~Creation~~intends to use the net proceeds from the offering of athe ~~Direct~~Notes ~~Financial~~to ~~Obligation~~repay orits an$120 million ~~Obligation~~unsecured ~~under~~term loan, to repay in full its 4.58% Senior Notes, Series B, due 2024, with an ~~Off-Balance~~aggregate ~~Sheet~~principal ~~Arrangement~~amount outstanding of $150 million, and afor ~~Registrant~~general corporate purposes.

The ~~information~~foregoing ~~set~~description ~~forth~~is ina ~~Item~~summary ~~1.01~~of the ~~above~~Underwriting ~~with~~Agreement ~~respect~~and does not purport to ~~the~~ ~~Indenture~~be ~~and~~a ~~the~~complete ~~issuance~~statement of the ~~Notes~~parties’ byrights ~~the~~and ~~Issuer~~obligations thereunder. The foregoing description is ~~incorporated~~qualified in its entirety by reference ~~into~~to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 99.1 to this ~~Item~~Current 2Report on Form 8-K and incorporated by reference herein.~~03.~~

Item 39.0201. ~~Unregistered~~Financial ~~Sales~~Statements ofand ~~Equity Securities~~Exhibits.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Initially, a maximum of 9,915,700 Common Shares may be issued upon exchange of the Notes, based on the initial maximum exchange rate of 49.5785 Common Shares per $1,000 principal amount of Notes, which is subject to customary adjustments.

Item 8.01 Other Events.

Capped Call Transactions

On March 17, 2021, in connection with the pricing of the Notes, the Issuer entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers or their respective affiliates (the “Capped Call Counterparties”). The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of Common Shares underlying the Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of Common Shares upon exchange of the Notes and/or offset the potential cash payments that the Issuer could be required to make in excess of the principal amount of any exchanged Notes upon exchange thereof, with such reduction and/or offset subject to a cap.

The cap price of the Capped Call Transactions was initially approximately $30.26, which represents a premium of approximately 50% over the last reported sale price of Common Shares on the New York Stock Exchange on March 17, 2021, and is subject to anti-dilution adjustments under the terms of the Capped Call Transactions.

The Capped Call Transactions are separate transactions entered into by the Issuer with the Capped Call Counterparties, are not part of the terms of the Notes and will not change any holder’s rights under the Notes. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.

The Issuer used approximately $9.8 million of the net proceeds from the offering of the Notes to pay the cost of the Capped Call Transactions.

The foregoing description is qualified in its entirety by the full text of form of confirmation for the Capped Call Transactions, a copy of which is attached hereto as Exhibit 99.2. The terms of the form of confirmation for the Capped Call Transactions are incorporated herein by reference.

Press Release

Also on March 22, 2021, the Company and the Issuer issued a press release pursuant to Rule 135c under the Securities Act in connection with the issuance of the Notes. A copy of the press release is attached hereto as Exhibit 99.2.

Forward-Looking Statements

This Current Report on Form 8-K, together with other statements and information publicly disseminated by the Company and the Issuer, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, but not limited to, statements regarding the expected effect of the Capped Call Transactions. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, performance, transactions or achievements, financial or otherwise, may differ materially from the results, performance, transactions or achievements, financial or otherwise, expressed or implied by the forward-looking statements.

Currently, one of the most significant factors that could cause actual outcomes to differ significantly from the Company and the Issuer’s forward-looking statements is the potential adverse effect of the current pandemic of the novel coronavirus (“COVID-19”), including possible resurgences and mutations, on the financial condition, results of operations, cash flows and performance of the Company, the Issuer and their tenants, the real estate market and the global economy and financial markets. The effects of COVID-19 have caused and may continue to cause many tenants to close stores, reduce hours or significantly limit service, making it difficult for them to meet their rent obligations, and therefore has and will continue to impact the Company and the Issuer significantly for the foreseeable future. COVID-19 has impacted the Company and the Issuer significantly, and the extent to which it will continue to impact the Company, the Issuer, and their tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the speed and effectiveness of vaccine and treatment developments and distribution pipeline, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.

Additional risks, uncertainties and other factors that might cause such differences, some of which could be material, include but are not limited to: national and local economic, business, real estate and other market conditions, particularly in connection with low or negative growth in the U.S. economy as well as economic uncertainty; financing risks, including the availability of, and costs associated with, sources of liquidity; the Company and the Issuer’s ability to refinance, or extend the maturity dates of, our indebtedness; the level and volatility of interest rates; the financial stability of tenants, including their ability to pay rent or request rent concessions and the risk of tenant insolvency or bankruptcies; the competitive environment in which the Company and the Issuer operate, including potential oversupplies and reduction in demand for rental space; acquisition, disposition, development and joint venture risks; property ownership and management risks, including the relative illiquidity of real estate investments, periodic costs to repair, renovate and re-lease spaces, operating costs and expenses, vacancies or the inability to rent space on favorable terms or at all; the Company’s ability to maintain its status as a real estate investment trust for U.S. federal income tax purposes; potential environmental and other liabilities; impairment in the value of real estate property the Issuer owns; the attractiveness of the Company and the Issuer’s properties to tenants, the actual and perceived impact of e-commerce on the value of shopping center assets and changing demographics and customer traffic patterns; risks related to the geographical concentration of the Company and the Issuer’s properties in Florida, Indiana, Texas, North Carolina, and Nevada; civil unrest, acts of terrorism or war, acts of God, climate change, epidemics, pandemics (including COVID-19), natural disasters and severe weather conditions such as hurricanes, tropical storms, tornadoes, earthquakes, droughts, floods and fires, including such events or conditions that may result in underinsured or uninsured losses or other increased costs and expenses; changes in laws and government regulations including governmental orders affecting the use of the Company and the Issuer’s properties or the ability of their tenants to operate, and the costs of complying with such changed laws and government regulations; possible short-term or long-term changes in consumer behavior due to COVID-19 and the fear of future pandemics; insurance costs and coverage; risks associated with cybersecurity attacks and the loss of confidential information and other business disruptions; other factors affecting the real estate industry generally; and other risks identified in the Company and the Issuer’s Annual Report on Form 10-K and, in other reports they file from time to time with the SEC or in other documents that they publicly disseminate.

The Company and the Issuer undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit Number	Description
4.1	Indenture, dated September 26, 2016, between Kite Realty Group, L.P., as issuer, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kite Realty Group Trust and Kite Realty Group, L.P. filed with the SEC on September 27, 2016)	~~Indenture, dated as of March 22, 2021, among Kite Realty Group, L.P., as issuer, Kite Realty Group Trust, as REIT, and U.S. Bank National Association, as trustee~~
4.2	Second Supplemental Indenture, dated January 17, 2024, among Kite Realty Group, L.P., as issuer, Kite Realty Group Trust, as possible future guarantor, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee	~~Form of Global Note representing the Notes (included in Exhibit 4.1)~~
10.1		Registration Rights Agreement, dated as of March 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and the initial purchasers party thereto
4.3	Form of Global Note representing the Notes (included in Exhibit 4.2)
99.1		Form of Capped Call Transaction Confirmation
5.1	Opinion of Hogan Lovells US LLP
99.2		Press release, dated March 22, 2021
23.1	Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.1	Underwriting Agreement, dated January 12, 2024, by and among Kite Realty Group, L.P. and J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and PNC Capital Markets LLC as representatives of the several underwriters listed on Schedule 1 attached thereto
104	Cover Page Interactive Data File (embedded with the Inline XBRL document).

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~each~~registrants ~~registrant~~have ~~has~~ duly caused this report to be signed on ~~its~~their behalf by the undersigned hereunto duly authorized.

	KITE REALTY GROUP TRUST
Date: March 22, 2021	By:	/s/ Heath R. Fear
Date: January 17, 2024	By:	/s/ Heath R. Fear
		Heath R. Fear
		Executive Vice President and Chief Financial Officer
		Executive Vice President and
		Chief Financial Officer
	KITE REALTY GROUP, L.P.
	By: Kite Realty Group Trust, its sole general partner
	By:	Kite Realty Group Trust, its sole general partner
Date: March 22, 2021	By:	/s/ Heath R. Fear
Date: January 17, 2024	By:	/s/ Heath R. Fear
		Heath R. Fear
		Executive Vice President and Chief Financial Officer
		Executive Vice President and
		Chief Financial Officer

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