false FY 0000069422 P2Y P2Y 0000069422 2023-07-01 2024-06-30 0000069422 2023-12-31 0000069422 2024-09-30 0000069422 2024-06-30 0000069422 2023-06-30 0000069422 2022-07-01 2023-06-30 0000069422 srt:HotelMember 2023-07-01 2024-06-30 0000069422 srt:HotelMember 2022-07-01 2023-06-30 0000069422 us-gaap:RealEstateMember 2023-07-01 2024-06-30 0000069422 us-gaap:RealEstateMember 2022-07-01 2023-06-30 0000069422 us-gaap:CommonStockMember 2022-06-30 0000069422 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0000069422 us-gaap:RetainedEarningsMember 2022-06-30 0000069422 us-gaap:TreasuryStockCommonMember 2022-06-30 0000069422 us-gaap:ParentMember 2022-06-30 0000069422 us-gaap:NoncontrollingInterestMember 2022-06-30 0000069422 2022-06-30 0000069422 us-gaap:CommonStockMember 2023-06-30 0000069422 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0000069422 us-gaap:RetainedEarningsMember 2023-06-30 0000069422 us-gaap:TreasuryStockCommonMember 2023-06-30 0000069422 us-gaap:ParentMember 2023-06-30 0000069422 us-gaap:NoncontrollingInterestMember 2023-06-30 0000069422 us-gaap:CommonStockMember 2022-07-01 2023-06-30 0000069422 us-gaap:AdditionalPaidInCapitalMember 2022-07-01 2023-06-30 0000069422 us-gaap:RetainedEarningsMember 2022-07-01 2023-06-30 0000069422 us-gaap:TreasuryStockCommonMember 2022-07-01 2023-06-30 0000069422 us-gaap:ParentMember 2022-07-01 2023-06-30 0000069422 us-gaap:NoncontrollingInterestMember 2022-07-01 2023-06-30 0000069422 us-gaap:CommonStockMember 2023-07-01 2024-06-30 0000069422 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 2024-06-30 0000069422 us-gaap:RetainedEarningsMember 2023-07-01 2024-06-30 0000069422 us-gaap:TreasuryStockCommonMember 2023-07-01 2024-06-30 0000069422 us-gaap:ParentMember 2023-07-01 2024-06-30 0000069422 us-gaap:NoncontrollingInterestMember 2023-07-01 2024-06-30 0000069422 us-gaap:CommonStockMember 2024-06-30 0000069422 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0000069422 us-gaap:RetainedEarningsMember 2024-06-30 0000069422 us-gaap:TreasuryStockCommonMember 2024-06-30 0000069422 us-gaap:ParentMember 2024-06-30 0000069422 us-gaap:NoncontrollingInterestMember 2024-06-30 0000069422 INTG:SantaFeFinancialCorporationMember 2021-02-19 0000069422 INTG:PortsmouthSquareIncMember 2021-02-19 0000069422 INTG:SantaFeFinancialCorporationMember 2022-06-01 2022-06-30 0000069422 INTG:PortsmouthSquareIncMember 2024-06-30 0000069422 INTG:PortsmouthSquareIncMember INTG:JohnVWinfieldMember 2024-06-30 0000069422 INTG:PortsmouthSquareIncMember 2021-07-14 2021-07-15 0000069422 INTG:PortsmouthSquareIncMember 2021-07-15 0000069422 INTG:BuildingImprovementMember srt:MinimumMember 2024-06-30 0000069422 INTG:BuildingImprovementMember srt:MaximumMember 2024-06-30 0000069422 us-gaap:FurnitureAndFixturesMember srt:MinimumMember 2024-06-30 0000069422 us-gaap:FurnitureAndFixturesMember srt:MaximumMember 2024-06-30 0000069422 INTG:RentalPropertyMember srt:MinimumMember 2024-06-30 0000069422 INTG:RentalPropertyMember srt:MaximumMember 2024-06-30 0000069422 INTG:BuildingAndImprovementsMember srt:MinimumMember 2024-06-30 0000069422 INTG:BuildingAndImprovementsMember srt:MaximumMember 2024-06-30 0000069422 2023-07-01 0000069422 2013-12-01 2013-12-31 0000069422 INTG:JusticeInvestorsLimitedPartnershipAndinterGroupMember INTG:LoanModificationAgreementMember 2020-12-16 0000069422 INTG:JusticeInvestorsLimitedPartnershipAndinterGroupMember INTG:LoanModificationAgreementMember 2020-12-15 2020-12-16 0000069422 INTG:JusticeInvestorsLimitedPartnershipAndinterGroupMember INTG:LoanModificationAgreementMember 2021-07-07 2021-07-07 0000069422 INTG:JusticeInvestorsLimitedPartnershipAndinterGroupMember INTG:LoanModificationAgreementMember 2021-12-31 0000069422 INTG:JusticeInvestorsLimitedPartnershipAndinterGroupMember INTG:LoanModificationAgreementMember 2023-06-30 0000069422 INTG:JusticeInvestorsLimitedPartnershipAndinterGroupMember INTG:LoanModificationAgreementMember 2022-06-30 0000069422 INTG:JusticeInvestorsLimitedPartnershipAndinterGroupMember INTG:LoanModificationAgreementMember 2023-07-01 2023-07-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2024-03-01 2024-03-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2024-03-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2023-07-01 2024-03-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2023-07-01 2024-06-30 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2022-07-01 2023-06-30 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2024-06-30 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2023-06-30 0000069422 2023-05-31 0000069422 2023-05-30 2023-05-31 0000069422 us-gaap:SecondMortgageMember 2023-12-15 0000069422 us-gaap:SecondMortgageMember 2023-12-14 2023-12-15 0000069422 INTG:SBALoanMember INTG:CIBCBankUSAMember 2020-04-26 2020-04-27 0000069422 INTG:SBALoanMember INTG:CIBCBankUSAMember 2021-03-01 2021-03-31 0000069422 INTG:SBALoanMember INTG:CIBCBankUSAMember 2021-03-31 0000069422 INTG:MortgageAndSubordinatedNotesPayableMember 2024-06-30 0000069422 INTG:OtherNotesPayableMember 2024-06-30 0000069422 INTG:InterestMember 2024-06-30 0000069422 INTG:HotelRoomsMember 2023-07-01 2024-06-30 0000069422 INTG:HotelRoomsMember 2022-07-01 2023-06-30 0000069422 us-gaap:FoodAndBeverageMember 2023-07-01 2024-06-30 0000069422 us-gaap:FoodAndBeverageMember 2022-07-01 2023-06-30 0000069422 INTG:GarageMember 2023-07-01 2024-06-30 0000069422 INTG:GarageMember 2022-07-01 2023-06-30 0000069422 INTG:OtherOperatingDepartmentsMember 2023-07-01 2024-06-30 0000069422 INTG:OtherOperatingDepartmentsMember 2022-07-01 2023-06-30 0000069422 us-gaap:LandMember 2024-06-30 0000069422 INTG:FinanceLeaseRightOfUseAssetsMember 2024-06-30 0000069422 us-gaap:FurnitureAndFixturesMember 2024-06-30 0000069422 us-gaap:BuildingImprovementsMember 2024-06-30 0000069422 us-gaap:LandMember 2023-06-30 0000069422 INTG:FinanceLeaseRightOfUseAssetsMember 2023-06-30 0000069422 us-gaap:FurnitureAndFixturesMember 2023-06-30 0000069422 us-gaap:BuildingImprovementsMember 2023-06-30 0000069422 us-gaap:EquitySecuritiesMember 2024-06-30 0000069422 us-gaap:EquitySecuritiesMember 2023-07-01 2024-06-30 0000069422 us-gaap:EquitySecuritiesMember 2023-06-30 0000069422 us-gaap:EquitySecuritiesMember 2022-07-01 2023-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:REITsAndRealEstateCompaniesMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:CommunicationServicesMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:TNotesMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:EnergyMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:FinancialServicesMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member us-gaap:HealthCareMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:UtilitiesMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:IndustrialMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:BasicMaterialMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:TechnologyMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:REITsAndRealEstateCompaniesMember 2023-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:TechnologyMember 2023-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:TNotesMember 2023-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:FinancialServicesMember 2023-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:ConsumerCyclicalMember 2023-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:BasicMaterialMember 2023-06-30 0000069422 us-gaap:FairValueInputsLevel1Member us-gaap:HealthCareMember 2023-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:CommunicationServicesMember 2023-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:IndustrialMember 2023-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:UtilitiesMember 2023-06-30 0000069422 us-gaap:FairValueInputsLevel1Member 2023-06-30 0000069422 INTG:NotePayableHiltonMember 2024-06-30 0000069422 INTG:NotePayableHiltonMember 2023-06-30 0000069422 INTG:NotePayableAimbridgeMember 2024-06-30 0000069422 INTG:NotePayableAimbridgeMember 2023-06-30 0000069422 INTG:InterestFreeDevelopmentIncentiveNoteMember INTG:HiltonMember 2023-07-01 2024-06-30 0000069422 2017-02-02 2017-02-03 0000069422 INTG:HotelManagementAgreementMember 2023-07-01 2024-06-30 0000069422 2017-02-03 0000069422 us-gaap:UnsecuredDebtMember 2014-07-02 0000069422 us-gaap:UnsecuredDebtMember 2014-07-02 2014-07-02 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2021-12-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2023-07-01 2023-07-31 0000069422 INTG:JusticeInvestorsLimitedPartnershipAndinterGroupMember INTG:LoanModificationAgreementMember 2024-03-01 2024-03-31 0000069422 INTG:RelatedPartyDebtAndOtherNotesPayableMember 2024-06-30 0000069422 INTG:MortgageLoansMember 2024-06-30 0000069422 INTG:MezzanineLoanMember 2024-06-30 0000069422 INTG:MortgageLoansMember 2023-07-01 2024-06-30 0000069422 INTG:LenderMember 2024-04-29 0000069422 INTG:LenderMember 2024-04-29 2024-04-29 0000069422 INTG:MezzanineLoanMember 2023-07-01 2024-06-30 0000069422 INTG:MezzanineLoanMember 2019-07-31 0000069422 INTG:MezzanineLoanMember 2019-07-30 2019-07-31 0000069422 INTG:MezzLenderMember 2024-04-29 0000069422 INTG:MezzLenderMember 2024-04-29 2024-04-29 0000069422 INTG:MortgageLoansMember 2017-05-12 0000069422 INTG:MezzanineLoanMember 2017-05-12 0000069422 2023-12-15 0000069422 2023-12-14 2023-12-15 0000069422 INTG:FivePointTwoEightPercentSfHotelMember 2024-06-30 0000069422 INTG:FivePointTwoEightPercentSfHotelMember 2023-07-01 2024-06-30 0000069422 INTG:SevenPointTwoFivePercentSFHotelMember 2024-06-30 0000069422 INTG:SevenPointTwoFivePercentSFHotelMember 2023-07-01 2024-06-30 0000069422 INTG:MortgageNotesPayableHotelMember 2024-06-30 0000069422 INTG:ThreePointEightSevenFlorenceMember 2024-06-30 0000069422 INTG:ThreePointEightSevenFlorenceMember 2023-07-01 2024-06-30 0000069422 INTG:TwoPointNineFiveLasColinasMember 2024-06-30 0000069422 INTG:TwoPointNineFiveLasColinasMember 2023-07-01 2024-06-30 0000069422 INTG:SevenPointSixZeroLasColinasMember 2024-06-30 0000069422 INTG:SevenPointSixZeroLasColinasMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointOneSevenPercentMorrisCountyMember 2024-06-30 0000069422 INTG:ThreePointOneSevenPercentMorrisCountyMember 2023-07-01 2024-06-30 0000069422 INTG:EightPointSixZeroStLouisMember 2024-06-30 0000069422 INTG:EightPointSixZeroStLouisMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesOneMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesOneMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesTwoMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesTwoMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesThreeMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesThreeMember 2023-07-01 2024-06-30 0000069422 INTG:TwoPointFiveTwoLosAngelesMember 2024-06-30 0000069422 INTG:TwoPointFiveTwoLosAngelesMember 2023-07-01 2024-06-30 0000069422 INTG:FourPointFourZeroLosAngelesMember 2024-06-30 0000069422 INTG:FourPointFourZeroLosAngelesMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesMember 2024-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiftyNineLosAngelesMember 2024-06-30 0000069422 INTG:ThreePointFiftyNineLosAngelesMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointZeroNinePercentLosAngelesMember 2024-06-30 0000069422 INTG:ThreePointZeroNinePercentLosAngelesMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesOneMember 2024-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesOneMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFourMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFourMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointSevenFiveLosAngelesMember 2024-06-30 0000069422 INTG:ThreePointSevenFiveLosAngelesMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFiveMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFiveMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSixMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSixMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSevenMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSevenMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesEightMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesEightMember 2023-07-01 2024-06-30 0000069422 INTG:MortgageNotesPayableRealEstateMember 2024-06-30 0000069422 INTG:FivePointTwoEightPercentSfHotelMember 2023-06-30 0000069422 INTG:FivePointTwoEightPercentSfHotelMember 2022-07-01 2023-06-30 0000069422 INTG:SevenPointTwoFivePercentSFHotelMember 2023-06-30 0000069422 INTG:SevenPointTwoFivePercentSFHotelMember 2022-07-01 2023-06-30 0000069422 INTG:MortgageNotesPayableHotelMember 2023-06-30 0000069422 INTG:ThreePointEightSevenFlorenceMember 2023-06-30 0000069422 INTG:ThreePointEightSevenFlorenceMember 2022-07-01 2023-06-30 0000069422 INTG:TwoPointNineFiveLasColinasMember 2023-06-30 0000069422 INTG:TwoPointNineFiveLasColinasMember 2022-07-01 2023-06-30 0000069422 INTG:ThreePointOneSevenPercentMorrisCountyMember 2023-06-30 0000069422 INTG:ThreePointOneSevenPercentMorrisCountyMember 2022-07-01 2023-06-30 0000069422 INTG:EightPointSixZeroStLouisMember 2023-06-30 0000069422 INTG:EightPointSixZeroStLouisMember 2022-07-01 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesOneMember 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesOneMember 2022-07-01 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesTwoMember 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesTwoMember 2022-07-01 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesThreeMember 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesThreeMember 2022-07-01 2023-06-30 0000069422 INTG:TwoPointFiveTwoLosAngelesMember 2023-06-30 0000069422 INTG:TwoPointFiveTwoLosAngelesMember 2022-07-01 2023-06-30 0000069422 INTG:FourPointFourZeroLosAngelesMember 2023-06-30 0000069422 INTG:FourPointFourZeroLosAngelesMember 2022-07-01 2023-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesMember 2023-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesMember 2022-07-01 2023-06-30 0000069422 INTG:ThreePointFiftyNineLosAngelesMember 2023-06-30 0000069422 INTG:ThreePointFiftyNineLosAngelesMember 2022-07-01 2023-06-30 0000069422 INTG:ThreePointZeroNinePercentLosAngelesMember 2023-06-30 0000069422 INTG:ThreePointZeroNinePercentLosAngelesMember 2022-07-01 2023-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesOneMember 2023-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesOneMember 2022-07-01 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFourMember 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFourMember 2022-07-01 2023-06-30 0000069422 INTG:ThreePointSevenFiveLosAngelesMember 2023-06-30 0000069422 INTG:ThreePointSevenFiveLosAngelesMember 2022-07-01 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFiveMember 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFiveMember 2022-07-01 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSixMember 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSixMember 2022-07-01 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSevenMember 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSevenMember 2022-07-01 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesEightMember 2023-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesEightMember 2022-07-01 2023-06-30 0000069422 INTG:MortgageNotesPayableRealEstateMember 2023-06-30 0000069422 INTG:MortgageNotesMember 2024-06-30 0000069422 INTG:HotelCustomersMember srt:HotelMember 2024-06-30 0000069422 INTG:HotelCustomersMember srt:HotelMember 2023-06-30 0000069422 INTG:HotelCustomersMember INTG:RentalPropertiesMember 2024-06-30 0000069422 INTG:HotelCustomersMember INTG:RentalPropertiesMember 2023-06-30 0000069422 INTG:TwoThousandThirtySevenMember 2024-06-30 0000069422 INTG:TwoThousandSeventeenMember 2024-06-30 0000069422 INTG:TwoThousandThirtySevenMember 2023-06-30 0000069422 INTG:TwoThousandSeventeenMember 2023-06-30 0000069422 INTG:IntergroupMember 2024-06-30 0000069422 INTG:PortsmouthMember 2024-06-30 0000069422 INTG:HotelOperationsMember 2023-07-01 2024-06-30 0000069422 INTG:RealEstateOperationMember 2023-07-01 2024-06-30 0000069422 INTG:InvestmentTransactionsMember 2023-07-01 2024-06-30 0000069422 INTG:OtherMember 2023-07-01 2024-06-30 0000069422 us-gaap:OperatingSegmentsMember 2023-07-01 2024-06-30 0000069422 INTG:HotelOperationsMember 2024-06-30 0000069422 INTG:RealEstateOperationMember 2024-06-30 0000069422 INTG:InvestmentTransactionsMember 2024-06-30 0000069422 INTG:OtherMember 2024-06-30 0000069422 us-gaap:OperatingSegmentsMember 2024-06-30 0000069422 INTG:HotelOperationsMember 2022-07-01 2023-06-30 0000069422 INTG:RealEstateOperationMember 2022-07-01 2023-06-30 0000069422 INTG:InvestmentTransactionsMember 2022-07-01 2023-06-30 0000069422 INTG:OtherMember 2022-07-01 2023-06-30 0000069422 us-gaap:OperatingSegmentsMember 2022-07-01 2023-06-30 0000069422 INTG:HotelOperationsMember 2023-06-30 0000069422 INTG:RealEstateOperationMember 2023-06-30 0000069422 INTG:InvestmentTransactionsMember 2023-06-30 0000069422 INTG:OtherMember 2023-06-30 0000069422 us-gaap:OperatingSegmentsMember 2023-06-30 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:OmnibusMember 2010-02-23 2010-02-24 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:OmnibusMember 2010-02-24 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:JohnVWinfieldMember 2010-03-16 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:JohnVWinfieldMember 2010-03-15 2010-03-16 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:BoardOfDirectorsMember srt:MinimumMember 2019-12-27 2019-12-28 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:BoardOfDirectorsMember srt:MaximumMember 2019-12-27 2019-12-28 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:BoardOfDirectorsMember 2019-12-27 2019-12-28 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:BoardOfDirectorsMember 2019-12-28 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:JohnVWinfieldMember 2012-09-29 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:JohnVWinfieldMember 2012-02-01 2012-02-29 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:JohnVWinfieldMember 2012-02-29 0000069422 INTG:JohnVWinfieldMember 2022-01-20 2022-01-21 0000069422 INTG:JohnVWinfieldMember 2022-01-21 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:JohnVWinfieldMember 2013-12-26 0000069422 INTG:JohnVWinfieldMember INTG:NonQualifiedStockOptionsMember 2013-12-26 0000069422 INTG:JohnVWinfieldMember INTG:NonQualifiedStockOptionsMember 2013-12-25 2013-12-26 0000069422 INTG:JohnVWinfieldMember INTG:IncentiveStockOptionsMember 2013-12-26 0000069422 INTG:JohnVWinfieldMember INTG:IncentiveStockOptionsMember 2013-12-25 2013-12-26 0000069422 INTG:JohnVWinfieldMember INTG:IncentiveStockOptionsMember 2018-12-01 2018-12-31 0000069422 INTG:DavidCGonzalezMember 2017-03-31 0000069422 INTG:DavidCGonzalezMember 2017-03-01 2017-03-31 0000069422 INTG:DavidCGonzalezMember 2017-02-01 2017-02-28 0000069422 INTG:DavidCGonzalezMember 2024-06-29 2024-06-30 0000069422 INTG:DavidCGonzalezMember 2023-10-13 0000069422 INTG:DavidCGonzalezMember 2023-10-13 2024-10-13 0000069422 INTG:DavidCGonzalezMember 2023-10-31 2023-10-31 0000069422 INTG:DavidCGonzalezMember 2023-10-13 2023-10-13 0000069422 INTG:JohnVWinfieldMember 2023-12-21 2023-12-21 0000069422 INTG:JohnVWinfieldMember 2023-12-26 0000069422 2023-12-01 2023-12-31 0000069422 2023-12-21 0000069422 2023-12-21 2023-12-21 0000069422 us-gaap:StockOptionMember 2023-12-21 2023-12-21 0000069422 2021-07-01 2022-06-30 0000069422 us-gaap:RelatedPartyMember 2023-07-01 2024-06-30 0000069422 us-gaap:RelatedPartyMember 2022-07-01 2023-06-30 0000069422 INTG:LicenseAgreementMember 2023-07-01 2024-06-30 0000069422 2024-04-01 2024-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure INTG:Segments INTG:Number

false FY 0000069422 0000069422 2024-07-01 2025-06-30 0000069422 2024-12-31 0000069422 2025-09-29 0000069422 2025-06-30 0000069422 2024-06-30 0000069422 2023-07-01 2024-06-30 0000069422 srt:HotelMember 2024-07-01 2025-06-30 0000069422 srt:HotelMember 2023-07-01 2024-06-30 0000069422 us-gaap:RealEstateMember 2024-07-01 2025-06-30 0000069422 us-gaap:RealEstateMember 2023-07-01 2024-06-30 0000069422 us-gaap:CommonStockMember 2023-06-30 0000069422 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0000069422 us-gaap:RetainedEarningsMember 2023-06-30 0000069422 us-gaap:TreasuryStockCommonMember 2023-06-30 0000069422 us-gaap:ParentMember 2023-06-30 0000069422 us-gaap:NoncontrollingInterestMember 2023-06-30 0000069422 2023-06-30 0000069422 us-gaap:CommonStockMember 2024-06-30 0000069422 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0000069422 us-gaap:RetainedEarningsMember 2024-06-30 0000069422 us-gaap:TreasuryStockCommonMember 2024-06-30 0000069422 us-gaap:ParentMember 2024-06-30 0000069422 us-gaap:NoncontrollingInterestMember 2024-06-30 0000069422 us-gaap:CommonStockMember 2023-07-01 2024-06-30 0000069422 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 2024-06-30 0000069422 us-gaap:RetainedEarningsMember 2023-07-01 2024-06-30 0000069422 us-gaap:TreasuryStockCommonMember 2023-07-01 2024-06-30 0000069422 us-gaap:ParentMember 2023-07-01 2024-06-30 0000069422 us-gaap:NoncontrollingInterestMember 2023-07-01 2024-06-30 0000069422 us-gaap:CommonStockMember 2024-07-01 2025-06-30 0000069422 us-gaap:AdditionalPaidInCapitalMember 2024-07-01 2025-06-30 0000069422 us-gaap:RetainedEarningsMember 2024-07-01 2025-06-30 0000069422 us-gaap:TreasuryStockCommonMember 2024-07-01 2025-06-30 0000069422 us-gaap:ParentMember 2024-07-01 2025-06-30 0000069422 us-gaap:NoncontrollingInterestMember 2024-07-01 2025-06-30 0000069422 us-gaap:CommonStockMember 2025-06-30 0000069422 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0000069422 us-gaap:RetainedEarningsMember 2025-06-30 0000069422 us-gaap:TreasuryStockCommonMember 2025-06-30 0000069422 us-gaap:ParentMember 2025-06-30 0000069422 us-gaap:NoncontrollingInterestMember 2025-06-30 0000069422 INTG:SantaFeFinancialCorporationMember 2021-02-19 0000069422 INTG:PortsmouthSquareIncMember 2021-02-19 0000069422 INTG:SantaFeFinancialCorporationMember 2022-06-01 2022-06-30 0000069422 INTG:PortsmouthSquareIncMember 2025-06-30 0000069422 INTG:PortsmouthSquareIncMember INTG:JohnVWinfieldMember 2025-06-30 0000069422 INTG:PortsmouthSquareIncMember 2021-07-14 2021-07-15 0000069422 INTG:PortsmouthSquareIncMember 2021-07-15 0000069422 INTG:AimbridgeHospitalityMember 2017-02-03 2017-02-03 0000069422 INTG:BuildingImprovementMember srt:MinimumMember 2025-06-30 0000069422 INTG:BuildingImprovementMember srt:MaximumMember 2025-06-30 0000069422 us-gaap:FurnitureAndFixturesMember srt:MinimumMember 2025-06-30 0000069422 us-gaap:FurnitureAndFixturesMember srt:MaximumMember 2025-06-30 0000069422 INTG:RentalPropertyMember srt:MinimumMember 2025-06-30 0000069422 INTG:RentalPropertyMember srt:MaximumMember 2025-06-30 0000069422 INTG:BuildingAndImprovementsMember srt:MinimumMember 2025-06-30 0000069422 INTG:BuildingAndImprovementsMember srt:MaximumMember 2025-06-30 0000069422 2025-03-31 0000069422 2025-05-31 0000069422 2025-03-01 2025-03-31 0000069422 2025-05-01 2025-05-31 0000069422 INTG:PortsmouthSquareIncMember srt:HotelMember 2024-07-01 2025-06-30 0000069422 INTG:MultifamilyAndCommercialRealEstateMember 2024-07-01 2025-06-30 0000069422 srt:MinimumMember 2025-05-31 0000069422 srt:MaximumMember 2025-05-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2025-06-30 0000069422 INTG:MortgageAndSubordinatedNotesPayableMember 2025-06-30 0000069422 INTG:OtherNotesPayableMember 2025-06-30 0000069422 INTG:InterestMember 2025-06-30 0000069422 INTG:HotelRoomsMember 2024-07-01 2025-06-30 0000069422 INTG:HotelRoomsMember 2023-07-01 2024-06-30 0000069422 us-gaap:FoodAndBeverageMember 2024-07-01 2025-06-30 0000069422 us-gaap:FoodAndBeverageMember 2023-07-01 2024-06-30 0000069422 INTG:GarageMember 2024-07-01 2025-06-30 0000069422 INTG:GarageMember 2023-07-01 2024-06-30 0000069422 INTG:OtherOperatingDepartmentsMember 2024-07-01 2025-06-30 0000069422 INTG:OtherOperatingDepartmentsMember 2023-07-01 2024-06-30 0000069422 2024-07-01 0000069422 us-gaap:LandMember 2025-06-30 0000069422 INTG:FinanceLeaseRightOfUseAssetsMember 2025-06-30 0000069422 us-gaap:FurnitureAndFixturesMember 2025-06-30 0000069422 us-gaap:BuildingImprovementsMember 2025-06-30 0000069422 us-gaap:LandMember 2024-06-30 0000069422 INTG:FinanceLeaseRightOfUseAssetsMember 2024-06-30 0000069422 us-gaap:FurnitureAndFixturesMember 2024-06-30 0000069422 us-gaap:BuildingImprovementsMember 2024-06-30 0000069422 us-gaap:EquitySecuritiesMember 2025-06-30 0000069422 us-gaap:EquitySecuritiesMember 2024-07-01 2025-06-30 0000069422 us-gaap:EquitySecuritiesMember 2024-06-30 0000069422 us-gaap:EquitySecuritiesMember 2023-07-01 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:REITsAndRealEstateCompaniesMember 2025-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:TechnologyMember 2025-06-30 0000069422 us-gaap:FairValueInputsLevel1Member 2025-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:REITsAndRealEstateCompaniesMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:CommunicationServicesMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:TNotesMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:EnergyMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:FinancialServicesMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member us-gaap:HealthCareMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:UtilitiesMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:IndustrialMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:BasicMaterialMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member INTG:TechnologyMember 2024-06-30 0000069422 us-gaap:FairValueInputsLevel1Member 2024-06-30 0000069422 INTG:MortgageLoanMember INTG:InterestRateCapAgreementMember 2025-03-31 0000069422 us-gaap:InterestRateCapMember us-gaap:FairValueInputsLevel2Member 2025-06-30 0000069422 us-gaap:InterestRateCapMember us-gaap:OtherAssetsMember us-gaap:FairValueInputsLevel2Member 2025-06-30 0000069422 INTG:NotePayableHiltonMember 2025-06-30 0000069422 INTG:NotePayableHiltonMember 2024-06-30 0000069422 INTG:NotePayableAimbridgeMember 2025-06-30 0000069422 INTG:NotePayableAimbridgeMember 2024-06-30 0000069422 INTG:InterestFreeDevelopmentIncentiveNoteMember INTG:HiltonMember 2024-07-01 2025-06-30 0000069422 INTG:HotelManagementAgreementMember 2024-07-01 2025-06-30 0000069422 2017-02-03 0000069422 us-gaap:UnsecuredDebtMember 2014-07-02 0000069422 us-gaap:UnsecuredDebtMember 2014-07-02 2014-07-02 0000069422 INTG:JusticeInvestorsLimitedPartnershipAndinterGroupMember INTG:LoanModificationAgreementMember 2020-12-16 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2021-12-31 0000069422 2023-07-01 2023-07-31 0000069422 2024-03-01 2024-03-31 0000069422 2024-03-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember 2025-03-01 2025-03-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2025-03-01 2025-03-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember srt:MinimumMember 2025-03-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember srt:MaximumMember 2025-03-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember 2024-07-01 2025-06-30 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember 2023-07-01 2024-06-30 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember 2025-06-30 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember 2024-06-30 0000069422 INTG:RelatedPartyDebtAndOtherNotesPayableMember 2025-06-30 0000069422 INTG:MortgageLoansMember 2013-12-31 0000069422 INTG:MezzanineLoanMember 2013-12-31 0000069422 2013-12-31 0000069422 INTG:MortgageLoansMember 2024-07-01 2025-06-30 0000069422 INTG:MezzanineLoanMember 2024-07-01 2025-06-30 0000069422 INTG:MezzanineLoanMember 2019-07-31 0000069422 INTG:MezzanineLoanMember 2019-07-30 2019-07-31 0000069422 INTG:MortgageLoanMember 2024-04-29 0000069422 INTG:MortgageLoanMember 2024-04-29 2024-04-29 0000069422 INTG:MezzLenderMember 2024-04-29 0000069422 INTG:MezzLenderMember 2024-04-29 2024-04-29 0000069422 INTG:MortgageLoanMember 2025-01-21 0000069422 2025-01-21 0000069422 INTG:MortgageLoanMember INTG:InterestRateCapAgreementMember 2025-01-21 0000069422 INTG:MezzanineLoanAgreementMember 2025-01-21 0000069422 INTG:ElevenPointTwoFivePercentSFHotelMember 2025-06-30 0000069422 INTG:FourPercentSFHotelMember 2024-07-01 2025-06-30 0000069422 INTG:MezzLenderMember 2025-01-21 2025-01-21 0000069422 INTG:MezzLenderMember 2025-01-21 0000069422 INTG:MortgageLoanMember 2025-06-30 0000069422 2024-06-30 2024-06-30 0000069422 INTG:SevenPointSixFivePercentSfHotelMember 2025-06-30 0000069422 INTG:SevenPointSixFivePercentSfHotelMember 2024-07-01 2025-06-30 0000069422 INTG:SevenPointTwoFivePercentSFHotelMember 2025-06-30 0000069422 INTG:SevenPointTwoFivePercentSFHotelMember 2024-07-01 2025-06-30 0000069422 INTG:MortgageNotesPayableHotelMember 2025-06-30 0000069422 INTG:FivePoinFourZeroFlorenceMember 2025-06-30 0000069422 INTG:FivePoinFourZeroFlorenceMember 2024-07-01 2025-06-30 0000069422 INTG:TwoPointNineFiveLasColinasMember 2025-06-30 0000069422 INTG:TwoPointNineFiveLasColinasMember 2024-07-01 2025-06-30 0000069422 INTG:SevenPointSixZeroLasColinasMember 2025-06-30 0000069422 INTG:SevenPointSixZeroLasColinasMember 2024-07-01 2025-06-30 0000069422 INTG:ThreePointOneSevenPercentMorrisCountyMember 2025-06-30 0000069422 INTG:ThreePointOneSevenPercentMorrisCountyMember 2024-07-01 2025-06-30 0000069422 INTG:EightPointSixZeroStLouisMember 2025-06-30 0000069422 INTG:EightPointSixZeroStLouisMember 2024-07-01 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesOneMember 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesOneMember 2024-07-01 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesTwoMember 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesTwoMember 2024-07-01 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesThreeMember 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesThreeMember 2024-07-01 2025-06-30 0000069422 INTG:TwoPointFiveTwoLosAngelesMember 2025-06-30 0000069422 INTG:TwoPointFiveTwoLosAngelesMember 2024-07-01 2025-06-30 0000069422 INTG:FourPointFourZeroLosAngelesMember 2025-06-30 0000069422 INTG:FourPointFourZeroLosAngelesMember 2024-07-01 2025-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesMember 2025-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesMember 2024-07-01 2025-06-30 0000069422 INTG:ThreePointFiftyNineLosAngelesMember 2025-06-30 0000069422 INTG:ThreePointFiftyNineLosAngelesMember 2024-07-01 2025-06-30 0000069422 INTG:ThreePointZeroNinePercentLosAngelesMember 2025-06-30 0000069422 INTG:ThreePointZeroNinePercentLosAngelesMember 2024-07-01 2025-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesOneMember 2025-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesOneMember 2024-07-01 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFourMember 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFourMember 2024-07-01 2025-06-30 0000069422 INTG:ThreePointSevenFiveLosAngelesMember 2025-06-30 0000069422 INTG:ThreePointSevenFiveLosAngelesMember 2024-07-01 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFiveMember 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFiveMember 2024-07-01 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSixMember 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSixMember 2024-07-01 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSevenMember 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSevenMember 2024-07-01 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesEightMember 2025-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesEightMember 2024-07-01 2025-06-30 0000069422 INTG:MortgageNotesPayableRealEstateMember 2025-06-30 0000069422 INTG:FivePointTwoEightPercentSfHotelMember 2024-06-30 0000069422 INTG:FivePointTwoEightPercentSfHotelMember 2023-07-01 2024-06-30 0000069422 INTG:SevenPointTwoFivePercentSFHotelMember 2024-06-30 0000069422 INTG:SevenPointTwoFivePercentSFHotelMember 2023-07-01 2024-06-30 0000069422 INTG:MortgageNotesPayableHotelMember 2024-06-30 0000069422 INTG:ThreePointEightSevenFlorenceMember 2024-06-30 0000069422 INTG:ThreePointEightSevenFlorenceMember 2023-07-01 2024-06-30 0000069422 INTG:TwoPointNineFiveLasColinasMember 2024-06-30 0000069422 INTG:TwoPointNineFiveLasColinasMember 2023-07-01 2024-06-30 0000069422 INTG:SevenPointSixZeroLasColinasMember 2024-06-30 0000069422 INTG:SevenPointSixZeroLasColinasMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointOneSevenPercentMorrisCountyMember 2024-06-30 0000069422 INTG:ThreePointOneSevenPercentMorrisCountyMember 2023-07-01 2024-06-30 0000069422 INTG:EightPointSixZeroStLouisMember 2024-06-30 0000069422 INTG:EightPointSixZeroStLouisMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesOneMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesOneMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesTwoMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesTwoMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesThreeMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesThreeMember 2023-07-01 2024-06-30 0000069422 INTG:TwoPointFiveTwoLosAngelesMember 2024-06-30 0000069422 INTG:TwoPointFiveTwoLosAngelesMember 2023-07-01 2024-06-30 0000069422 INTG:FourPointFourZeroLosAngelesMember 2024-06-30 0000069422 INTG:FourPointFourZeroLosAngelesMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesMember 2024-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiftyNineLosAngelesMember 2024-06-30 0000069422 INTG:ThreePointFiftyNineLosAngelesMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointZeroNinePercentLosAngelesMember 2024-06-30 0000069422 INTG:ThreePointZeroNinePercentLosAngelesMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesOneMember 2024-06-30 0000069422 INTG:ThreePointZeroFiveLosAngelesOneMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFourMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFourMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointSevenFiveLosAngelesMember 2024-06-30 0000069422 INTG:ThreePointSevenFiveLosAngelesMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFiveMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesFiveMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSixMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSixMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSevenMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesSevenMember 2023-07-01 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesEightMember 2024-06-30 0000069422 INTG:ThreePointFiveZeroLosAngelesEightMember 2023-07-01 2024-06-30 0000069422 INTG:MortgageNotesPayableRealEstateMember 2024-06-30 0000069422 INTG:FourPointFiveZeroPercentSFHotelMember 2025-06-30 0000069422 INTG:FivePercentSFHotelMember 2025-06-30 0000069422 INTG:FourPercentSFHotelMember 2025-06-30 0000069422 INTG:MortgageNotesMember 2025-06-30 0000069422 INTG:AimbridgeHospitalityMember 2025-06-30 0000069422 INTG:AimbridgeHospitalityMember 2024-07-01 2025-06-30 0000069422 INTG:HotelCustomersMember srt:HotelMember 2025-06-30 0000069422 INTG:HotelCustomersMember srt:HotelMember 2024-06-30 0000069422 INTG:HotelCustomersMember INTG:RentalPropertiesMember 2025-06-30 0000069422 INTG:HotelCustomersMember INTG:RentalPropertiesMember 2024-06-30 0000069422 INTG:TwoThousandThirtySevenMember 2025-06-30 0000069422 INTG:TwoThousandSeventeenMember 2025-06-30 0000069422 INTG:TwoThousandThirtySevenMember 2024-06-30 0000069422 INTG:TwoThousandSeventeenMember 2024-06-30 0000069422 INTG:IntergroupMember 2025-06-30 0000069422 INTG:PortsmouthMember 2025-06-30 0000069422 INTG:HotelOperationsMember 2024-07-01 2025-06-30 0000069422 INTG:RealEstateOperationMember 2024-07-01 2025-06-30 0000069422 INTG:InvestmentTransactionsMember 2024-07-01 2025-06-30 0000069422 INTG:OtherMember 2024-07-01 2025-06-30 0000069422 us-gaap:OperatingSegmentsMember 2024-07-01 2025-06-30 0000069422 INTG:HotelOperationsMember 2025-06-30 0000069422 INTG:RealEstateOperationMember 2025-06-30 0000069422 INTG:InvestmentTransactionsMember 2025-06-30 0000069422 us-gaap:CorporateMember 2025-06-30 0000069422 us-gaap:OperatingSegmentsMember 2025-06-30 0000069422 INTG:HotelOperationsMember 2023-07-01 2024-06-30 0000069422 INTG:RealEstateOperationMember 2023-07-01 2024-06-30 0000069422 INTG:InvestmentTransactionsMember 2023-07-01 2024-06-30 0000069422 INTG:OtherMember 2023-07-01 2024-06-30 0000069422 us-gaap:OperatingSegmentsMember 2023-07-01 2024-06-30 0000069422 INTG:HotelOperationsMember 2024-06-30 0000069422 INTG:RealEstateOperationMember 2024-06-30 0000069422 INTG:InvestmentTransactionsMember 2024-06-30 0000069422 INTG:OtherMember 2024-06-30 0000069422 us-gaap:OperatingSegmentsMember 2024-06-30 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:OmnibusMember 2010-02-23 2010-02-24 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:OmnibusMember 2010-02-24 0000069422 INTG:TwoThousandTenIncentivePlanMember 2024-07-01 2025-06-30 0000069422 INTG:TwoThousandTenIncentivePlanMember 2023-07-01 2024-06-30 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:JohnVWinfieldMember 2010-03-16 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:JohnVWinfieldMember 2010-03-15 2010-03-16 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:BoardOfDirectorsMember srt:MinimumMember 2019-12-27 2019-12-28 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:BoardOfDirectorsMember srt:MaximumMember 2019-12-27 2019-12-28 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:BoardOfDirectorsMember 2019-12-27 2019-12-28 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:BoardOfDirectorsMember 2019-12-28 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:JohnVWinfieldMember 2012-02-29 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:JohnVWinfieldMember 2012-02-01 2012-02-29 0000069422 INTG:JohnVWinfieldMember 2022-01-20 2022-01-21 0000069422 INTG:JohnVWinfieldMember 2022-01-21 0000069422 INTG:TwoThousandTenIncentivePlanMember INTG:JohnVWinfieldMember 2013-12-26 0000069422 INTG:JohnVWinfieldMember INTG:NonQualifiedStockOptionsMember 2013-12-26 0000069422 INTG:JohnVWinfieldMember INTG:NonQualifiedStockOptionsMember 2013-12-25 2013-12-26 0000069422 INTG:JohnVWinfieldMember INTG:IncentiveStockOptionsMember 2013-12-26 0000069422 INTG:JohnVWinfieldMember INTG:IncentiveStockOptionsMember 2013-12-25 2013-12-26 0000069422 2018-12-25 2018-12-25 0000069422 2018-12-26 2018-12-26 0000069422 INTG:JohnVWinfieldMember INTG:IncentiveStockOptionsMember 2018-12-01 2018-12-31 0000069422 INTG:DavidCGonzalezMember 2017-03-31 0000069422 INTG:DavidCGonzalezMember 2017-03-01 2017-03-31 0000069422 INTG:DavidCGonzalezMember 2025-06-30 2025-06-30 0000069422 INTG:DavidCGonzalezMember 2023-10-13 0000069422 INTG:DavidCGonzalezMember 2023-10-13 2023-10-13 0000069422 INTG:JohnVWinfieldMember 2023-12-21 2023-12-21 0000069422 INTG:JohnVWinfieldMember 2013-12-21 0000069422 2023-12-01 2023-12-31 0000069422 2023-12-21 0000069422 2023-12-21 2023-12-21 0000069422 us-gaap:StockOptionMember 2023-12-21 2023-12-21 0000069422 srt:MinimumMember 2024-07-01 2025-06-30 0000069422 2022-07-01 2023-06-30 0000069422 INTG:JusticeInvestorsLimitedPartnershipMember INTG:LoanModificationAgreementMember 2021-12-23 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2023-07-01 2023-07-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2023-07-31 0000069422 INTG:JusticeInvestorsLimitedPartnershipMember INTG:LoanModificationAgreementMember 2023-07-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2024-03-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2024-03-01 2024-03-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember srt:MaximumMember 2025-03-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember srt:MinimumMember 2025-03-31 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2024-07-01 2025-06-30 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2023-07-01 2024-06-30 0000069422 INTG:PortsmouthSquareIncAndInterGroupMember INTG:LoanModificationAgreementMember 2024-06-30 0000069422 us-gaap:RelatedPartyMember 2024-07-01 2025-06-30 0000069422 us-gaap:RelatedPartyMember 2023-07-01 2024-06-30 0000069422 INTG:PortsmouthSquareIncMember INTG:JohnVWinfieldMember 2024-06-30 0000069422 2025-03-28 0000069422 INTG:LicenseAgreementMember 2024-07-01 2025-06-30 0000069422 2025-02-24 0000069422 srt:MinimumMember 2025-06-30 0000069422 us-gaap:SubsequentEventMember 2025-09-17 0000069422 us-gaap:SubsequentEventMember 2025-07-01 2025-07-04 0000069422 2025-04-01 2025-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure INTG:Number INTG:Segments utr:sqft

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to_________

Commission File Number 1-10324

THE INTERGROUP CORPORATION

(Exact name of registrant as specified in its charter)

delaware		13-3293645
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

1516 S. Bundy Drive, Suite 200, Los Angeles, California 90025

(Address of principal executive offices) (Zip Code)

(310) 889-2500

(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 exchange on which registered
Common Stock, $0.01 par value		INTG		The NASDAQ Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

☐ Yes ☒ No

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 and post such files).

☒ Yes ☐ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

Large Accelerated Filer	☐	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 Act):

☐ Yes ☒ No

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

As of December 31, ~~2023~~2024, the last day of the registrant’s second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $128,~~580~~730,000 (based upon the closing sale price of the common ~~stock~~ stock on that date on The NASDAQ Stock Market LLC).

The number of shares outstanding of registrant’s Common Stock, as of September 3029, ~~2024~~2025 was 2,~~178~~154,~~955~~405.

DOCUMENTS INCORPORATED BY REFERENCE: None

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business.	4
Item 1A.	Risk Factors.	119
Item 1B.	Unresolved Staff Comments.	1514
Item 1C.	Cybersecurity.	1614
Item 2.	Properties.	1614
Item 3.	Legal Proceedings.	2220
Item 4.	Mine Safety Disclosures.	2220
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	2321
Item 6.	Reserved.	2422
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2422
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	3231
Item 8.	Financial Statements and Supplementary Data.	3332
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	66
Item 9A.	Controls and Procedures.	66
Item 9B.	Other Information.	67
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	67
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	68
Item 11.	Executive Compensation.	71
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	76
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	7778
Item 14.	Principal Accounting Fees and Services.	78
	PART IV
Item 15.	Exhibits, Financial Statement Schedules.	7989
Signatures		8280

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of 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”). Forward-looking statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, including anticipated repayment of certain of the Company’s indebtedness, ~~the~~our ~~impact~~expected tofuture ~~our~~ business ~~and financial~~ condition, the effects of competition and the ~~effects~~potential ofchanges ~~future~~in ~~legislation~~laws, regulations, or ~~regulations~~government policy applicable to our operations, and other non-historical statements, including the impact ~~from~~of macroeconomic factors (including inflation, increases in interest rates, ~~potential~~slowing economic ~~slowdown~~growth or ~~a recession~~potential recessionary conditions and geopolitical conflicts). Forward-looking statements include all statements that are not historical facts, and in some cases, can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. You should not rely on forward-looking statements ~~since~~because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect our results of operations, financial condition, cash flows, performance or future achievements or events. Statements regarding “intrinsic value,” potential market values, or capital recycling reflect management’s current beliefs and estimates, are not appraisals or guarantees of value, and are subject to risks and uncertainties.

All such forward-looking statements are based on current expectations of management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from ~~the~~those ~~results~~projected, ~~expressed~~forecasted, or implied in these ~~forward-looking~~ statements. You should not place undue reliance on any forward-looking statements, and we urge investors to ~~carefully~~ carefully review the disclosures we make concerning risks and uncertainties in Item 1A: “Risk Factors” in this Annual Report on Form 10-K, and in Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission, which are accessible at www.sec.gov. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, ~~whether~~ whether as a result of new information, future events or otherwise.

The risk factors discussed in Item 1A: “Risk Factors” could cause our results to differ materially from those expressed in forward-looking statements. ~~There~~Additional ~~may be other~~ risks and uncertainties, ~~that~~including wethose ~~are~~not ~~unable~~currently known to ~~predict~~us ~~at this time~~ or that we ~~currently~~presently doconsider ~~not~~immaterial, ~~expect~~may toalso ~~have a material adverse effect on our business. Any such risks could~~ cause ~~our~~actual results to differ materially from those expressed or implied in forward-looking statements.

Other factors that may cause actual results to differ materially from current expectations include, but are not limited to:

● risks associated with the lodging industry, including competition, increases in wages, labor relations, energy and fuel costs, ~~actual~~pandemics ~~and~~or ~~threatened~~public ~~pandemics,~~health crises (whether actual ~~and~~or ~~threatened~~perceived), ~~terrorist~~acts ~~attacks~~of terrorism, and downturns in domestic and international economic and market conditions, particularly in the San Francisco Bay ~~area~~Area; ● risks associated with the real estate industry, including changes in real estate and zoning laws or regulations, increases in real property taxes, rising insurance premiums, and increased costs ofor ~~compliance~~liabilities ~~with~~related to environmental, health, and safety laws, and other governmental ~~regulations~~requirements; ● the availability and terms of financing and capital and the general volatility of securities markets; ● increases in interest rates, or sustained periods of higher interest rate environments; ● changes in the competitive environment in the hotel industry; ● economic volatility and ~~potential~~significant ~~recessive~~or ~~trends~~prolonged economic slowdowns; ● ~~risks~~natural ~~related~~disasters toand ~~natural~~extreme ~~disasters~~weather events, or other climate-related impacts; ● ~~hyperinflation~~inflationary or hyperinflationary pressures; ● litigation, regulatory proceedings, or governmental investigations; and ● other risk factors discussed below in this Report.

All such forward-looking statements are based on current expectations of management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. You should not put undue reliance on any forward-looking statements and we urge investors to carefully review the disclosures we make concerning risks and uncertainties in Item 1A: “Risk Factors” in this Annual Report on Form 10-K, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, as well as risks, uncertainties and other factors discussed in this Annual Report on Form 10-K. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

Item 1. Business.

GENERAL

The InterGroup Corporation (“InterGroup” or the “Company” and may also be referred to as “we”, “us”, or “our” in this report) is a Delaware corporation formed in 1985, as the successor to Mutual Real Estate Investment Trust (“M-REIT”), a New York real estate investment trust created in 1965. The Company has been a publicly held company since M-REIT’s first public offering of shares in 1966.

The Company was organized to buy, develop, operate, rehabilitate, and dispose of real property of various types and descriptions, and to engage in such other business and investment activities as would benefit the Company and its shareholders. The Company was founded upon, and remains committed to, social responsibility. Such social responsibility was originally defined as providing decent, ~~and~~ affordable housing for toindividuals ~~people~~ without regard to race. In 1985, after examining the impact of federal, state, and local equal housing laws, the Company determined to broaden its definition of social responsibility. The Company changed its form from a REIT to a corporation so that it could pursue a variety of investments beyond real estate and broaden its social impact toby ~~engage~~pursuing inopportunities ~~any~~with ~~opportunity which would offer~~ the potential to increase shareholder value, ~~within~~consistent with the Company’s underlying commitment to social responsibility.

As of June 30, ~~2024~~2025, InterGroup owns approximately 75.79% of the outstanding common shares of Portsmouth. As of June 30, ~~2024~~2025, the Company’s President, Chairman of the Board, and Chief Executive Officer, John V. Winfield, owns approximately 2.5% of the outstanding common shares of Portsmouth. Mr. Winfield also serves as the Chairman of the Board and Chief Executive Officer of Portsmouth. The Company’s Chief Operating Officer, David Gonzalez, was elected President of Portsmouth in May 2021.

Portsmouth’s primary business ~~was~~has historically been conducted through its general and limited partnership interest in Justice Investors Limited Partnership, a California limited partnership (“Justice” or the “Partnership”). Portsmouth received management fees as a general ~~partner~~ partner of Justice for its services in overseeing and managing the Partnership’s assets. Those fees were eliminated in consolidation. ~~Effective~~ Effective July 15, 2021, Portsmouth completed the purchase of 100% of the limited partnership interest of Justice through the acquisition of the remaining 0.7% non-controlling interest.

Effective December 23, 2021, the Partnership was dissolved. The financial statements of Justice were consolidated with those of the Company.

Prior to its dissolution effective December 23, 2021, Justice owned and operated a 544-room hotel property located at 750 Kearny Street, San Francisco California, known as the Hilton San Francisco Financial District (the “Hotel”) and related facilities including a five-level underground parking garage through its subsidiaries Justice Operating Company, LLC (“Operating”) and Justice Mezzanine Company, LLC (“Mezzanine”). Mezzanine was a wholly owned subsidiary of the Partnership; Operating is a wholly owned subsidiary of Mezzanine. Effective December 23, 2021, Portsmouth replaced Justice as the single member of Mezzanine. Mezzanine is the borrower under certain mezzanine indebtedness of Justice, and in December 2013, the Partnership conveyed ownership of the Hotel to Operating. The Hotel is a full-service Hilton brand hotel pursuant to a Franchise License Agreement with HLT Franchise Holding LLC (“Hilton”) through January 31, 2030. The franchise agreement requires the hotel to meet certain brand standards and capital improvement requirements, noncompliance with which could have an adverse impact on operations, as discussed in Item 1A – Risk Factors.

In connection with the refinancing of the Hotel on March 28, 2025, the Company formed Justice Pledgor, LLC, a Delaware limited liability company (“Pledgor”), which became the sole member of Operating. Mezzanine is the sole member of Pledgor. The refinancing transaction resulted in an increase in Portsmouth’s leverage of approximately $1 million and subjects us to additional covenants and payment obligations, which are described in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Hotel’s senior mortgage and amended mezzanine loans are obligations of Portsmouth’s subsidiaries and are secured at the Hotel-subsidiary level; they are not primary obligations of InterGroup. As part of the March 28, 2025 closing, prior guaranties tied to the 2013/2017 facilities were terminated and replaced by limited “carve-out/springing recourse” guaranties executed by Portsmouth and InterGroup as described in Note 10.

~~Effective~~In ~~December~~addition ~~23,~~to ~~2021~~the operations of the Hotel, the ~~partnership~~Company ~~was~~also ~~dissolved~~generates income from the ownership, management and, when appropriate, sale of real estate. Properties include sixteen apartment complexes, one commercial real estate property and three single-family houses. The properties ~~financial~~are ~~statements~~located throughout the United States but are concentrated in Texas and the County of ~~Justice~~Los ~~were~~Angeles, ~~consolidated~~California. ~~with~~The ~~those~~Company also has an investment in unimproved real property. As of June 30, 2025, all the Company’s operating real estate properties are managed in-house.

~~Prior~~The toCompany acquires its ~~dissolution~~investments ~~effective~~in ~~December~~real ~~23,~~estate ~~2021,~~and ~~Justice~~other ~~owned~~investments ~~and~~utilizing ~~operated~~cash, asecurities, ~~544-room~~or ~~hotel~~debt, ~~property~~subject ~~located~~to atapproval ~~750~~and ~~Kearny~~guidelines of ~~Street,~~the ~~San Francisco~~Board ~~California,~~of ~~known~~Directors asand ~~the~~its ~~Hilton~~Executive ~~San~~Strategic ~~Francisco~~Real ~~Financial~~Estate ~~District~~and ~~(the~~Securities ~~“Hotel”)~~Investment ~~and~~Committee. ~~related~~The ~~facilities~~Company ~~including a~~may ~~five-level~~also ~~underground~~look ~~parking~~for new ~~garage~~real ~~through~~estate ~~its~~investment ~~subsidiaries~~opportunities ~~Justice~~in ~~Operating~~hotels, ~~Company~~apartments, ~~LLC~~office ~~(“Operating”)~~buildings and ~~Justice Mezzanine~~development ~~Company,~~properties. ~~LLC~~The ~~(“Mezzanine”).~~acquisition ~~Mezzanine~~of ~~was~~any anew real ~~wholly~~estate ~~owned~~investments ~~subsidiary~~will ofdepend on the ~~Partnership;~~Company’s ~~Operating~~ability isto afind ~~wholly~~suitable ~~owned subsidiary~~investment ofopportunities ~~Mezzanine.~~and ~~Effective~~the ~~December~~availability ~~23,~~of sufficient ~~2021,~~financing ~~Portsmouth~~to ~~replaced~~acquire ~~Justice~~such asinvestments. ~~the~~To ~~single~~help ~~member~~fund ofany ~~Mezzanine.~~such ~~Mezzanine~~acquisition, is the ~~borrower~~ ~~under~~Company ~~certain~~may ~~mezzanine~~borrow ~~indebtedness~~funds ofto ~~Justice,~~leverage ~~and~~its ininvestment capital. ~~December~~The ~~2013,~~amount ~~the~~of ~~Partnership~~any ~~conveyed~~such ~~ownership~~debt ofwill ~~the~~depend ~~Hotel~~on toseveral ~~Operating. The~~factors ~~Hotel~~including, isbut anot ~~full-service~~limited ~~Hilton~~to, ~~brand~~the ~~hotel~~availability ~~pursuant~~of tofinancing aand the ~~Franchise~~sufficiency ~~License~~of ~~Agreement~~the ~~with~~acquisition ~~HLT~~property’s ~~Franchise~~projected ~~Holding~~cash ~~LLC~~flows ~~(“Hilton”) through~~to ~~January~~support ~~31,~~the ~~2030~~operations and debt service.

In addition to the operations of the Hotel, the Company also generates income from the ownership, management and, when appropriate, sale of real estate. Properties include sixteen apartment complexes, one commercial real estate property and three single-family houses. The properties are located throughout the United States but are concentrated in Texas and the County of Los Angeles, California. The Company also has an investment in unimproved real property. As of June 30, 2024, all the Company’s operating real estate properties are managed in-house.

The Company acquires its investments in real estate and other investments utilizing cash, securities, or debt, subject to approval or guidelines of the Board of Directors and its Executive Strategic Real Estate and Securities Investment Committee. The Company may also look for new real estate investment opportunities in hotels, apartments, office buildings and development properties. The acquisition of any new real estate investments will depend on the Company’s ability to find suitable investment opportunities and the availability of sufficient financing to acquire such investments. To help fund any such acquisition, the Company may borrow funds to leverage its investment capital. The amount of any such debt will depend on several factors including, but not limited to, the availability of financing and the sufficiency of the acquisition property’s projected cash flows to support the operations and debt service.

The Company also may derive income from the investment of its cash and investment securities assets. The Company has invested in income-producing instruments, equity and debt securities and will consider other investments if such investments offer growth or profit potential. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the Company’s marketable securities and other investments.

HILTON HOTELS FRANCHISE LICENSE AGREEMENT

The Partnership entered into a Franchise License Agreement (the “License Agreement”) with ~~the~~ HLT ~~Existing~~ Franchise Holding LLC (“Hilton”) on December 10, 2004. The term of the License Agreement was for an initial period of fifteen years commencing on the date the Hotel began operating as a Hilton hotel, with an option to extend ~~the~~it ~~License Agreement~~ for another five years, subject to certain conditions. On June 26, 2015, Operating and Hilton entered into an amended franchise agreement that, among other things, extended the License Agreement through January ~~2030~~31, 2030, and provided the Partnership with certain key money cash incentives to be earned through January 2030. The License Agreement requires the hotel to maintain specific brand standards and periodic renovations, noncompliance with which could result in penalties, termination of the agreement, or loss of the Hilton brand, as discussed in Item 1A – Risk Factors.

HOTEL MANAGEMENT COMPANY AGREEMENT

Operating entered into a hotel management agreement (“HMA”) with Aimbridge Hospitality (“Aimbridge”) to manage the Hotel, along with its five-level parking garage, with an effective date of February 3, 2017. The term of the management agreement is for an initial period of ten years commencing ~~on the~~ February 3, 2017 ~~date~~ and automatically renews for successive one (1) year periods, not to exceed five years in the aggregate, subject to certain conditions. Under the terms onof the HMA, base management fee (“Basic Fee”) ~~payable~~ payable to Aimbridge shall be one and seven-tenths percent (1.70%) of total Hotel revenue. In addition to the Basic Fee, Aimbridge shall be entitled to an annual incentive fee for each fiscal year equal to ten percent (10%) of the amount by which Gross Operating Profit in the current fiscal year exceeds the previous fiscal year’s Gross Operating Profit.

For the fiscal years ended June 30, ~~2024~~2025 and ~~2023~~2024, hotel management fees were $~~706~~783,000 and $~~711~~706,000, respectively, and incentive fees of were $0 ~~and~~in ~~$505~~both periods,~~000, respectively,~~ offset by key money amortization of $250,000 for both years, and such amounts are included in Hotel operating expenses in the consolidated statements of operations. However, following discussions with Aimbridge regarding the ~~Company~~impact isof ~~currently~~the inCOVID-19 ~~discussions~~pandemic on ~~with~~incentive fee eligibility, the parties agreed that no incentive fees were payable for fiscal years 2019 through 2023. Specifically, Aimbridge ~~regarding~~agreed ato ~~dispute~~waive $1,030,134 in ~~connection~~previously ~~with~~recorded ~~the~~incentive fees, and both parties established a performance threshold for ~~validity~~future incentive fee eligibility of ~~the~~$15,257,301 ~~incentive~~in ~~fees~~earnings asbefore ~~they~~interest, ~~relate~~taxes, ~~directly~~depreciation, and amortization (“EBITDA”), equal to, the ~~Covid~~EBITDA ~~pandemic~~in 2017 when Aimbridge began managing the Hotel. As a result, the Company recorded a reduction in Hotel operating expenses of $1,030,134 for the year ended June 30, 2025. As part of the Hotel management agreement, Aimbridge, through the Company’s wholly owned subsidiary, Kearny Street Parking LLC, manages the parking garage in-house. The loss or replacement of the hotel management company, or a failure by Aimbridge to meet performance benchmarks, could have a material adverse impact on hotel operations, as discussed in Item 1A – Risk Factors.

CHINESE CULTURE FOUNDATION LEASE

In November 1967, Justice entered into a 50-year nominal rent lease (the “Lease”) with the Chinese Culture Foundation of San Francisco (the “Foundation”) for the third-floor space of the Hotel commonly known as the Chinese Culture Center, which the Foundation had the right to occupy pursuant to the Lease. Among other requirements, the Lease was a condition imposed by the City of San Francisco upon Justice, in ~~order~~connection towith ~~convey~~the conveyance of the real estate ~~where~~on which the Hotel would be built.

On March 15, 2005, the Hotel and the Foundation entered an amended lease. The amended lease, among other things, requires the Hotel to pay to the Foundation a monthly event space fee in the amount of $5,000, adjusted annually based on the local Consumer Price Index. As of June 30, ~~2024~~2025, the monthly event space fee iswas $7,000. The term of the amended lease expired on October 17, 2023, with an automatic extension for another 10-year term if the property continues to be operated as a hotel. Subject to certain conditions as set forth in the amended lease, the Foundation is entitled to reserve for a maximum of 75 days per calendar year for use of the event space. If the Hotel needs the event space during one of the dates previously reserved by the Foundation, the Hotel shall pay the Foundation $4,000 per day for ~~using~~use of the event space. During the fiscal years ended June 30, ~~2024~~2025 and ~~2023~~2024, the Hotel paid the Foundation $815,000 and $208,000 for such fees, respectively. The terms of this lease, including the reserved use provisions, could limit flexibility for certain hotel functions or events.

SALES AND REFINANCING OF REAL ESTATE PROPERTIES

OnIn ~~May~~December 312024, ~~2023,~~ the Company refinanced ~~its~~the ~~$4,823,000~~ mortgage ~~note payable~~ on its ~~264~~157-unit apartment ~~complex~~located in ~~St Louis~~Florence, ~~Missouri~~Kentucky ~~and obtained~~in athe ~~new~~amount ~~two-year~~of ~~mortgage for~~ $59,~~360~~800,000. The ~~Company~~new ~~deposited~~10-year ~~the~~interest-only ~~existing~~loan ~~cash in escrow for Capital Expenditure Reserve of $616,000 and $244,000 in Additional Reserve for taxes and insurance. The mortgage~~ has aan ~~floating~~interest ~~monthly~~ rate of ~~30-day SOFR (capped at~~ 5.540%~~) plus SOFR margin of 3~~.~~10%~~ ~~interest-only payments are due for the 12 months and $5,500 principal paydowns commencing in June 2024.~~ The ~~mortgage~~ loan matures in ~~May~~January ~~2025~~2035.

On ~~December~~May 1531, 2023, the Company ~~obtained~~refinanced aits ~~second~~$4,823,000 mortgage note payable on its 264-unit apartment complex in ~~the~~St. ~~amount~~Louis, ofMissouri and obtained a new two-year mortgage for $45,~~573~~360,000. onThe ~~its~~Company ~~358-unit~~deposited ~~apartment~~the ~~complex~~ existing cash in ~~Las~~escrow ~~Colinas~~for Capital Expenditure Reserve of $616,000 ~~Texas~~and $244,000 in Additional Reserve for taxes and insurance. The ~~term~~mortgage ofhas ~~the~~a ~~loan~~floating ismonthly ~~approximately~~rate 7of ~~years~~30-day ~~with~~SOFR an(capped at ~~interest~~5.5%) ~~rate~~plus SOFR margin of 73.6010%. interest-only payments were due for the first12 months, and $5,500 principal payments commencing in June 2024. The mortgage loan ~~matures~~matured in ~~November~~May 2025. In May 2025 the Company amended the agreement for a new loan maturity of June 5, ~~2031~~2028.

MARKETABLE SECURITIES INVESTMENT POLICIES

In addition to its Hotel and real estate operations, the Company also invests from time to time in income producing instruments, corporate debt and equity securities, publicly traded investment funds, mortgage-backed securities, securities issued by REITs and other companies which invest primarily in real estate.

The Company’s securities investments are made under the supervision of an Executive Strategic Real Estate and Securities Investment Committee of the Board of Directors (the “Committee”). The Committee currently has four members and is chaired by the Company’s Chairman of the Board, Chief Executive Officer and President, John V. Winfield. The Committee has delegated authority to manage the portfolio to the Company’s Chairman, CEO and President, together with such assistants and management committees as he may ~~engage~~designate. The Committee generally follows certain established investment guidelines for the Company’s investments. These guidelines presently include: (i) corporate equity securities should be listed on the New York Stock Exchange (NYSE), NYSE ~~MKT~~American, NYSE Arca, or the Nasdaq Stock Market, LLC (NASDAQ); (ii) the issuer of the listed securities should be in compliance with the listing standards of the applicable national securities exchange; and (iii) investment in a particular issuer should not exceed 10% of the market value of the total portfolio. The investment guidelines do not require the Company to divest itself of investments, ~~which~~that initially meet these guidelines but subsequently fail to meet one or more of the investment criteria. The Committee has in the past approved ~~non-conforming~~nonconforming investments and may in the future approve ~~non-conforming~~nonconforming investments. The Committee may modify these guidelines from time to time. Changes in market conditions, interest rates, or liquidity could negatively impact the value or performance of these investments, as discussed in Item 1A – Risk Factors.

The Company may also invest, with the approval of the Committee, in unlisted securities, such as convertible notes, through private placements including private equity investment funds. Those investments in non-marketable securities are carried at cost on the Company’s consolidated balance sheets as part of Other Assets, net, and reviewed for impairment on a periodic basis.

As part of its investment strategies, the Company may assume short positions in marketable securities. Short sales are used by the Company to potentially offset normal market risks undertaken in the course of its investing activities or to provide additional return opportunities. As of June 30, ~~2024~~2025 and ~~2023~~2024, the Company had obligations for securities sold short (equities short) of $~~188,000~~0 and $1188,~~416,~~000, respectively.

The Company may utilize margin for its marketable securities purchases through the use of standard margin agreements with national brokerage firms. The margin used by the Company may fluctuate depending on market conditions. The use of leverage could be viewed as risky, and the market values of the portfolio may be subject to large fluctuations. Margin balances due as of June 30, ~~2024~~2025 and ~~2023~~2024 were $0 ~~and~~for ~~$1,601,000,~~both ~~respectively~~years. The use of margin or other forms of leverage increases exposure to market volatility and could magnify losses.

7As Chairman of the Executive Strategic Real Estate and Securities Investment Committee, the Company’s President and Chief Executive Officer (CEO), John V. Winfield, directs the investment activity of the Company in public and private markets pursuant to authority granted by the Board of Directors. Mr. Winfield also serves as Chief Executive Officer and Chairman of the Board of Portsmouth and oversees the investment activity of Portsmouth. Depending on certain market conditions and various risk factors, the Chief Executive Officer, and Portsmouth, at times, may invest in the same companies in which the Company invests. Such investments align the interests of the Company with the interests of related parties because it places the personal resources of the Chief Executive Officer and the resources of Portsmouth, at risk in substantially the same manner as the Company in connection with investment decisions made on behalf of the Company. Transactions or investments involving related parties are subject to the Company’s related-party transaction policies and applicable Securities and Exchange Commission disclosure requirements, including Regulation S-K Item 404.

AsFurther ~~Chairman~~information ofwith ~~the~~respect ~~Executive~~to ~~Strategic~~investment ~~Real~~in ~~Estate~~marketable ~~and~~securities ~~Securities Investment Committee, the Company’s President~~ and ~~Chief~~other ~~Executive Officer~~investments ~~(CEO), John V. Winfield, directs the investment activity~~ of the Company inis ~~public~~set ~~and~~forth ~~private~~in ~~markets pursuant to authority granted~~Management’s byDiscussion ~~the Board of Directors. Mr. Winfield also serves as Chief Executive Officer~~ and ~~Chairman~~Analysis of ~~the~~Financial ~~Board~~Condition ~~of Portsmouth~~ and ~~oversees~~Results ~~the investment activity~~ of ~~Portsmouth.~~Operations ~~Depending~~section ~~on certain market conditions~~ and ~~various~~Note ~~risk~~6 ~~factors, the Chief Executive Officer, and Portsmouth, at times, invest in the same companies in which the Company invests. Such investments align the interests~~ of the ~~Company with~~Notes ~~the~~to ~~interests~~Consolidated ofFinancial related parties because it places the personal resources of the Chief Executive Officer and the resources of Portsmouth, at risk in substantially the same manner as the Company in connection with investment decisions made on behalf of the CompanyStatements.

Further information with respect to investment in marketable securities and other investments of the Company is set forth in Management Discussion and Analysis of Financial Condition and Results of Operations section and Note 6 of the Notes to Consolidated Financial Statements.

SEASONALITY

Historically, the Hotel’s operation has been seasonal under normal circumstances. Like most hotels in the San Francisco ~~area~~Bay Area, the Hotel generally maintained high occupancy and room rates during the entire year except for the weeks starting from Thanksgiving to the first week of ~~January~~ January due to the holiday season. These seasonal patterns can be expected to cause fluctuations in the quarterly revenues of the Hotel. ~~See~~ See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information regarding ~~the~~ the effects on our results of operations. Climate variability or extreme weather events could alter historical seasonal trends and impact occupancy and room rates, as discussed in Item 1A – Risk Factors.

COMPETITION

The Hotel has successfully completed its full guest- rooms renovation over the last 2two years, along with renovations to public space, the fitness center, corridors, and meeting space. With newly renovated rooms, ~~in its Competitive Set of hotels (“CompSet”) and will allow~~ the ~~hotel~~Hotel toexpects ~~continue~~ to drive rate and grow ~~RevPAR~~RevPar ~~over~~relative to the market and its competitive set (“CompSet”). The ~~hotel~~Hotel recently received its annual Quality Assurance inspection from Hilton and received the highest score in at least in the ~~hotel’s~~ last decade at 9496.457%, which is an “Outstanding” ranking by Hilton. Even during the renovation that took out between 2-4 floors or 50-100 guest rooms of inventory at a time, the Hotel maintained an index of over 100%. At the end of the renovation in June 2024, the Hotel’s trailing 12-month index was 109.6%. During the fiscal year ending June 30, 2024, the Hotel’s CompSet achieved a RevPAR of $161.47 while the Hotel had a RevPAR of $176.99. An excellent achievement for our property while it had roughly 13%-18% of its inventory unavailable over this time period. Since the completion of the renovation, the Hotel has increased its lead in RevPAR on the CompSet dramatically. In the two months since completing the renovation, the Hotel has achieved an average RevPAR index of over 150% for both months. While the CompSet has lost over 15% RevPAR; in these two months, the Hotel has grown over 15% in this metric.

~~The~~During ~~Hotel’s location in~~ the ~~San~~fiscal ~~Francisco~~year ~~Financial~~ended ~~District~~June ~~historically~~30, ~~had~~2025, ~~provided greater opportunities over its competitors when it comes to developing relationships with~~ the ~~Financial~~Hotel’s ~~District~~CompSet ~~entities~~achieved ~~and~~a ~~the~~RevPAR ~~customers~~of ~~who regularly do business in the downtown area~~$172.84 ~~With~~while ~~business travel slowly returning to San Francisco for~~ the ~~time,~~Hotel wehad ~~are~~a ~~competing~~RevPAR ~~with~~of ~~hotels in more tourist attracting locations~~$214.66. ~~and~~Since ~~amenities for~~ the ~~leisure~~completion ~~traveler.~~of ~~The ability to capitalize on~~ the ~~strong~~renovation ~~midweek~~in ~~demand~~June of2024, the ~~individual~~Hotel ~~business traveler to the Financial District~~ has ~~been~~increased ~~the~~its ~~focus~~lead ~~during~~in ~~the~~RevPAR ~~timeframe~~on ~~of strong growth in~~ the ~~market.~~CompSet ~~The~~dramatically, ~~shift to attracting leisure travel~~growing ~~has~~RevPAR ~~pushed~~23% ~~the~~while ~~Hotel to price aggressively to lure competition from~~ the ~~more~~CompSet ~~tourist~~declined ~~locations~~by ~~in the city~~8.3% Weover ~~are~~the ~~optimistic~~same ~~to see business travel and self-contained groups trending positively~~time.

8The Hotel’s location in the San Francisco Financial District historically has provided greater opportunities over its competitors when it comes to developing relationships with the Financial District entities and the customers who regularly do business in the downtown area. With business travel slowly returning to San Francisco post-pandemic, we are competing with hotels in more tourist attracting locations and amenities for the leisure traveler. The ability to capitalize on the strong midweek demand of the individual business traveler to the Financial District has been the focus during this period of strong growth in the market. The city is seeing the return of a stronger convention calendar along with business travel trending positively.

~~The Hotel is also subject to certain operating risks common to all of the hotel industry, which could adversely impact performance. These risks include, but are not limited to:~~6

●The Hotel ~~Competition~~is ~~for~~also ~~guests~~subject ~~and~~to ~~meetings~~certain ~~from other hotels including competition and pricing pressure from internet wholesalers and distributors; ● increases in~~ operating ~~costs,~~risks ~~including~~common ~~wages, benefits, insurance, property taxes and energy, due~~ to ~~inflation~~all ~~and~~of ~~other factors, which may not be offset in~~ the ~~future~~hotel ~~by increased room rates; ● labor strikes~~industry, ~~disruptions or lock outs; ● dependence on demand from business and leisure travelers,~~ which ~~may~~could ~~fluctuate~~adversely ~~and~~impact ~~is seasonal; ● increases in energy costs~~performance, ~~cost~~including those ofset ~~fuel,~~forth airline fares and other expenses related to travel, which may negatively affect traveling; ● terrorism, terrorism alerts and warnings, wars and other military actions, pandemics or other medical events or warnings which may result in ~~decreases~~Item in1A- ~~business~~Risk ~~and leisure travel; ● natural disasters; and ● adverse effects of downturns and recessionary conditions in international, national and/or local economies and market conditions~~Factors.

These risks include, but are not limited to:

	●	Competition for guests and meetings from other hotels including competition and pricing pressure from internet wholesalers and distributors;

	●	increases in operating costs, including wages, benefits, insurance, property taxes and energy, due to inflation and other factors, which may not be offset in the future by increased room rates;

	●	labor strikes, disruptions or lock outs;

	●	dependence on demand from business and leisure travelers, which may fluctuate and is seasonal;

	●	increases in energy costs, cost of fuel, airline fares and other expenses related to travel, which may negatively affect traveling;

	●	terrorism, terrorism alerts and warnings, wars and other military actions, pandemics or other medical events or warnings which may result in decreases in business and leisure travel;

	●	natural disasters; and

	●	adverse effects of downturns and recessionary conditions in international, national and/or local economies and market conditions. Other factors such as cybersecurity incidents impacting travel infrastructure, extreme weather events linked to climate change, or public health crises could also disrupt travel patterns and negatively affect hotel performance, as discussed in Item 1A- Risk Factors.

ENVIRONMENTAL MATTERS

In connection with the ownership of the Hotel, the Company is subject to various federal, state and local laws, ordinances and regulations relating to environmental protection. Under these laws, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances on, under or in such property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of hazardous or toxic substances.

Environmental consultants retained by Justice and its lenders conducted updated Phase I environmental site assessments in fiscal year ended June 30, 2014 on the Hotel property. These Phase I assessments relied, in part, on Phase I environmental assessments prepared in connection with the Partnership’s first mortgage loan obtained in December 2013. Phase I assessments are designed to evaluate the potential for environmental contamination on properties based generally upon site inspections, facility personnel interviews, historical information, and certain publicly available databases; however, Phase I assessments will not necessarily reveal the existence or extent of all environmental conditions, liabilities or compliance concerns at the properties.

Although the Phase I assessments and other environmental reports we have reviewed disclose certain conditions on our property and the use of hazardous substances in operation and maintenance activities that could pose a risk of environmental contamination or liability, we are not aware of any environmental liability that we believe would have a material adverse effect on our business, financial position, results of operations or cash flows. Future changes in environmental laws, or the discovery of previously unknown contamination, could result in significant costs or liabilities.

The Company believes that the Hotel is in compliance, in all material respects, with all federal, state and local environmental ordinances and regulations regarding hazardous or toxic substances and other environmental matters, the violation of which could have a material adverse effect on the Company. The Company has not received written notice from any governmental authority of any material noncompliance, liability or claim relating to hazardous or toxic substances or other environmental matters in connection with any of its present properties.

~~Competition~~COMPETITION – ~~Rental~~RENTAL ~~Properties~~PROPERTIES

The ownership, operation, and leasing of multifamily rental properties are highly competitive. The Company competes with domestic and foreign financial institutions, REITs, life insurance companies, pension trusts, trust funds, partnerships and individual investors. In addition, ~~The~~the Company competes for tenants in markets primarily on the basis of property location, rent charged, services provided and the design and condition of improvements. The Company also competes with other quality apartments owned by public and private companies. The number of competitive multifamily properties in a particular market could adversely affect the Company’s ability to lease its multifamily properties, as well as the rents it is able to charge. In addition, other forms of residential properties, including single family housing and town homes, provide housing alternatives to potential residents of quality apartment communities or potential purchasers of for-sale condominium units. The Company competes for residents in its apartment communities based on resident service and amenity offerings and the desirability of the Company’s locations. Resident leases at the Company’s apartment communities are priced competitively based on market conditions, supply and demand characteristics, and the quality and resident service offerings of its communities.

EMPLOYEES

As of June 30, ~~2024~~2025, the Company’s corporate office and multifamily operations had 2830 employees. Effective August 2014, the Company entered into a client service agreement with Automatic Data Processing (“ADP”), a professional employer organization serving as an off-site, full-service human resource department for its employees. ADP personnel management services are delivered by entering into a co-employment relationship with the Company’s employees. The employees and the Company are not party to any collective bargaining agreement, and the Company believes that its employee relations are satisfactory.

The hotel operations had 187 employees as of June 30, ~~2024~~2025. On February 3, 2017, Aimbridge assumed all labor union agreements as agent for Hotel and Justice, and Justice provides all funding for all payroll and related costs. As of June 30, ~~2024~~2025, approximately 90% of those employees were represented by one of three labor unions, and their terms of employment were determined under various collective bargaining agreements (“CBAs”) to which Aimbridge was a party to as agent for Hotel and Justice. CBA for Local 2 (Hotel and Restaurant Employees) ~~expired~~will expire on August 13, ~~2024~~2028, and is ~~currently~~subject ~~under~~to future negotiations. CBA for Local 856 (International Brotherhood of Teamsters) will expire on December 31, ~~2024~~2028. CBA for Local 39 (Stationary Engineers) will expire in July 2030.

Negotiation of collective bargaining agreements, which includes not just terms and conditions of employment, but scope and coverage of employees, is a regular and expected course of business operations for Hotel and Aimbridge. The Hotel expects and anticipates that the terms ofand conditions of CBAs will have an impact on wage and benefit costs, operating expenses, and certain hotel operations during the life of each CBA and incorporates these principles into its operating and budgetary practices. Changes in labor laws, union negotiations, or work stoppages could materially impact hotel operations and cost structures, as discussed in Item 1A – Risk Factors.

ADDITIONAL INFORMATION

The Company files required annual and quarterly reports on Forms 10-K and 10-Q, current reports on Form 8-K and other information with the Securities and Exchange Commission (“SEC” or the “Commission”). The ~~public may read and copy any materials that we file with the Commission at the~~ SEC’s ~~Public~~no ~~Reference~~longer ~~Room~~operates ~~at 100 F Street, NE, Washington, DC 20549, on official business days during the hours of 10:00~~ a~~.m.~~ topublic ~~3:00 p.m. You may obtain information on the operation of the Public Reference Room by calling~~reference ~~the Commission at 1-800-SEC-0330~~room. The Commission also maintains an Internet site at ~~http~~https://www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission.

Other information about the Company can be found on its website www.~~intergroupcorporation~~intgla.com. Reference in this document to that website address does not constitute incorporation by reference of the information contained on the website. We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports available free of charge on our website as soon as reasonably practicable after such materials are filed with or furnished to the SEC.

108

Item 1A. Risk Factors.

Adverse changes in the U.S. and global economies could ~~negatively~~adversely ~~impact~~affect our financial performance.

Due to a number of factors affecting consumers, the outlook for the lodging industry remains uncertain. These factors have, ~~resulted~~ at times, resulted in ~~the past and could continue to result in the future in~~ fewer customers visiting, orSan ~~customers~~Francisco ~~spending~~or ~~less,~~ in ~~San~~reduced ~~Francisco,~~customer spending as compared to prior periods, and may do so again. The ~~macro-economic~~current macroeconomic ~~situation~~environment, including risks of a ~~looming~~U.S. ~~US/Global~~or global recession, has ~~seen~~resulted ~~business~~in many businesses reducing or eliminating typical travel and group meetings inas ~~efforts~~a ~~to be~~ conservative measure in ~~uncertain~~times of financial ~~times~~uncertainty. Leisure travel and other leisure activities represent discretionary expenditures, and participation in such activities tends to decline during economic downturns, during which consumers generally have less disposable income. As a result, ~~in those times~~ customer demand for the ~~luxury~~ amenities and leisure activities that we offer may decline during such periods. Furthermore, during periods of economic contraction, revenues may decrease while some of our costs remain fixed or even increase, resulting in decreased earnings.

Weakened global economic conditions may adversely affect our industry, business, and results of operations.

Our overall performance depends in part on worldwide economic conditions, which could adversely affect the tourism industry. According to current economic news reports, the United States and other key international economies may beenter ~~subject~~into to a recession or experience prolonged periods of slow growth, characterized by falling demand for a variety of goods and services, restricted credit, going concern threats to financial institutions, major multinational companies and medium and small businesses, poor liquidity, declining asset values, reduced corporate profitability, and volatility in credit, equity and foreign exchange markets. These conditions affect discretionary and leisure spending and could adversely affect our customers’ ability or willingness to travel to destinations for leisure and ~~cutback~~cut onback on discretionary business travel, which could adversely affect our operating results. In addition, in a weakened economy, companies that have competing properties may reduce room rates and other prices which could also reduce our average revenues and harm our operating results.

WeExposure ~~operate~~to ~~a single property located in San Francisco and rely on~~ the San Francisco market. ~~Changes~~through ~~adversely~~our ~~impacting~~majority-owned ~~this~~subsidiary ~~market~~ could ~~have~~ aadversely ~~material~~affect ~~effect on~~ our ~~business,~~consolidated ~~financial condition~~results, ~~results~~cash offlows ~~operations,~~ and ~~fair market value of the Hotel~~financial condition.

~~Our~~Through ~~business~~our inmajority-owned ~~San~~subsidiary, ~~Francisco~~Portsmouth ~~and~~Square, ~~the~~Inc. ~~hospitality~~(“Portsmouth”), ~~industry~~we ~~has~~own a ~~limited~~single ~~base~~hotel ofproperty ~~operations~~in ~~and~~San ~~substantially~~Francisco, ~~all~~California (the ofHilton ~~our~~San ~~revenues~~Francisco ~~are~~Financial ~~currently generated~~District). byWhile ~~the~~InterGroup ~~Hotel~~is innot ~~San~~a ~~Francisco,~~single-asset ~~California. Accordingly,~~ company—we ~~are~~also ~~subject~~own toand ~~greater~~operate ~~risks~~a ~~than~~diversified portfolio aof ~~more~~multifamily ~~diversified~~and ~~hotel~~commercial orreal ~~resort operator~~estate and hold investment securities—the ~~profitability~~Hotel represents a significant component of our ~~operations~~consolidated isrevenues ~~linked~~and tocash ~~local~~flows. ~~economic~~As a result, adverse conditions in the San Francisco. ~~The~~Bay ~~combination~~Area—including oflocal ~~a decline~~economic intrends, ~~the~~business-travel ~~local~~and ~~economy~~convention ofactivity, ~~San~~competitive ~~Francisco~~dynamics, ~~reliance~~public onsafety aor ~~single~~municipal ~~location~~issues, ~~and~~natural ~~the~~disasters ~~significant~~(including earthquakes), ~~investment~~climate-related ~~associated~~impacts, ~~with~~and itpublic ~~may~~health ~~cause~~events—could ~~our operating~~materially ~~results~~reduce toHotel ~~fluctuate~~operating ~~significantly~~results and, ~~may~~in ~~adversely~~turn, ~~affect~~negatively impact usour ~~and~~consolidated ~~materially~~results ~~affect~~of ~~our~~operations, ~~total~~liquidity, ~~profitability~~and cash flows.

Prolonged weakness in the San Francisco market could also limit cash available at Portsmouth for debt service, required reserves, or capital expenditures, which may restrict upstream distributions to InterGroup and constrain our corporate capital allocation. Although our other real estate investments and securities provide diversification, they do not eliminate the concentration risk inherent in our Hotel segment’s reliance on a single urban market. See also “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 10 – Mortgage Notes Payable.

We face intense local and increasingly national competition which could impact our operations and adversely affect our business and the results of operations.

We operate in the highly competitive San Francisco hotel industry. The Hotel competes with other high-quality Northern California hotels and resorts. Many of these competitors seek to attract customers to their properties by providing food and beverage outlets, retail stores and other related amenities, in addition to recently renovated hotel accommodations. To the extent that we seek to enhance our revenue base by offering our own various amenities, we compete with the service offerings provided by these competitors.

Many of the competing properties have themes and attractions which draw a significant number of visitors and directly compete with our operations. Some of these properties are operated by subsidiaries or divisions of large public companies that may have greater name recognition and financial and marketing resources than we do and market to the same target demographic group as we do. Various competitors are expanding and renovating their existing facilities. We believe that competition in the San Francisco hotel and resort industry is based on certain property-specific factors, including overall atmosphere, range of amenities, price, location, technology infrastructure, entertainment attractions, theme and size. Any market perception that we do not excel with respect to such property-specific factors could adversely affect our ability to compete effectively. If we ~~are~~fail ~~unable~~ to ~~compete~~respond effectively to changes in market conditions, customer preferences, or competitor strategies – including pricing actions, loyalty programs, and digital marketing initiatives, we could lose market share, which could adversely affect our business, revenues, and results of operations.

119

The San Francisco hotel and resort industry is capital intensive; financing our renovations and future capital improvements could reduce our cash flow and adversely affect our financial performance.

The Hotel has an ongoing need for renovations and other capital improvements to remain competitive, including replacement, from time to time, of furniture, fixtures and equipment. We will also need to make capital expenditures to comply with applicable laws and regulations.

Renovations and other capital improvements of hotels require significant capital expenditures. In addition, renovations and capital improvements of hotels usually generate little or no cash flow until the project’s completion. We may not be able to fund such projects solely from cash provided from our operating activities. Consequently, we will rely upon the availability of debt or equity capital and reserve funds to fund renovations and capital improvements and our ability to carry them out will be limited if we cannot obtain satisfactory debt or equity financing, which will depend on, among other things, market conditions. No assurances can be made that we will be able to obtain additional equity or debt financing or that we will be able to obtain such financing on favorable terms. In addition, labor shortages, supply chain disruptions, inflationary pressures on materials and services, and increased regulatory requirements related to environmental sustainability or climate-resilient construction could further escalate costs or extend project timelines.

Renovations and other capital improvements may give rise to the following additional risks, among others: construction cost overruns and delays; increased prices of materials due to tariffs; temporary closures of all or a portion of the Hotel to customers; disruption in service and room availability causing reduced demand, occupancy and rates; and possible environmental issues.

As a result, renovations and any other future capital improvement projects may increase our expenses, reduce our cash flows and our revenues. If capital expenditures exceed our expectations, this excess would have an adverse effect on our available cash. Significant delays or cost overruns could also impact our ability to maintain competitive standards and customer satisfaction, potentially reducing revenues.

We have substantial debt, and we may incur additional indebtedness, which may negatively affect our business and financial results.

We have substantial debt service obligations. Our substantial debt may negatively affect our business and operations in several ways, including: requiring us to use a substantial portion of our funds from operations to make required payments on principal and interest, which will reduce funds available for operations and capital expenditures, future business opportunities and other purposes; making us more vulnerable to economic and industry downturns and reducing our flexibility in responding to changing business and economic conditions; limiting our flexibility in planning for, or reacting to, changes in the business and the industry in which we operate; placing us at a competitive disadvantage compared to our competitors that have less debt; limiting our ability to borrow more money for operations, capital or to finance acquisitions in the future; and requiring us to dispose of assets, if needed, in order to make required payments of interest and principal. In addition, increases in interest rates, changes in credit market conditions, or a downgrade of our creditworthiness could increase our borrowing costs or limit our access to additional financing. If we are unable to refinance existing debt on acceptable terms or at all, we may need to reduce or delay capital expenditures, asset improvements, or strategic initiatives, which could negatively affect our competitive position and financial performance.

~~The~~Limited ~~debt~~guaranties ~~agreements~~and ~~that~~“springing ~~govern~~recourse” ~~our~~events ~~outstanding~~under ~~indebtedness~~the ~~due~~Hotel ~~January~~financing ~~2025~~ could ~~result~~expose inInterGroup ~~our being required to repay these borrowings on their due date. If we are forced to refinance these borrowings on less favorable terms~~ or ~~are~~Portsmouth ~~unable~~ to ~~refinance these borrowings, the Hotel financial condition and results of operations could be adversely affected~~liability.

The Hotel’s senior mortgage and amended mezzanine loans are generally non-recourse to the borrower subsidiaries, except for customary non-recourse carve-outs (e.g., fraud, willful misconduct, misapplication of funds, certain prohibited transfers, and environmental indemnities) and specified “springing recourse” events. Portsmouth and InterGroup have provided limited guaranties of these recourse obligations. While no such events have occurred as of June 30, 2025, the occurrence of a defined recourse event could increase our exposure and have a material adverse effect on liquidity or financial condition.

Our business model involves high fixed costs, including property taxes and insurance costs, which we may be unable to adjust in a timely manner in response to a reduction in our revenues.

The costs associated with owning and operating the Hotel are significant. Some of these costs (such as property taxes and insurance costs) are fixed, meaning that such costs may not be altered in a timely manner in response to changes in demand for services. Failure to adjust our expenses may adversely affect our business and results of operations. Our real property taxes may increase as property tax rates change and as the values of properties are assessed and reassessed by tax authorities. Our real estate taxes do not depend on our revenues, and generally we could not reduce them other than by disposing of our real estate assets.

Insurance premiums have increased significantly in recent years, and continued escalation may result in our inability to obtain adequate insurance at acceptable premium rates. A continuation of this trend would appreciably increase the operating expenses of the Hotel. If we do not obtain adequate insurance, to the extent that any of the events not covered by an insurance policy materialize, our financial condition may be materially adversely affected. Further, factors such as climate change, extreme weather events, and increased litigation risk have contributed to rising insurance premiums and reduced coverage availability in certain markets, including California. Limited insurance options or higher costs could pressure our operating margins and cash flows.

In the future, our property may be subject to increases in real estate and other tax rates, utility costs, operating expenses, insurance costs, repairs and maintenance and administrative expenses, which could reduce our cash flow and adversely affect our financial performance. If our revenues decline and we are unable to reduce our expenses in a timely manner, our business and results of operations could be adversely affected.

1210

Risk of declining market values in marketable securities.

The Company invests from time to time in marketable securities. As a result, the Company is exposed to market volatility in connection with these investments. The Company’s financial position and financial performance could be adversely affected by worsening market conditions or sluggish performance of such investments. Factors such as interest rate fluctuations, geopolitical events, changes in credit ratings, and overall capital market volatility could also lead to unrealized or realized losses in our investment portfolio. In addition, a prolonged decline in market values could reduce our liquidity or our ability to meet certain financial covenants, and changes in fair value of equity securities are recognized in earnings, which can increase the volatility of our reported results.

Illiquidity risk in nonmarketable securities.

Nonmarketable securities are, by definition, instruments that are not readily salable in the capital markets, and when sold are usually at a substantial discount. Thus, the holder is limited to return on investment from any income producing feature of the instrument, as any sale of such an instrument would be subject to a substantial discount. Thus, a holder may need to hold such instruments for ~~long~~a longer period of time ~~and~~ ~~not~~and may be ~~able~~unable to ~~realize~~liquidate the investment without incurring a ~~return~~substantial ofloss ~~their~~if cash ~~investment~~is ~~should~~needed ~~there~~on beshort anotice. ~~need~~This lack of liquidity could adversely affect our ability to ~~liquidate~~respond to ~~obtain~~changing ~~cash~~market atconditions ~~any~~or ~~given~~to ~~time~~reallocate capital to other strategic opportunities.

Litigation and legal proceedings could expose us to significant liabilities and thus negatively affect our financial results.

We are a party, from time to time, to various litigation claims and legal proceedings, government and regulatory inquiries and/or proceedings, including, but not limited to, intellectual property, premises liability and breach of contract claims. Material legal proceedings are described more fully in Note 17, Commitments and Contingencies, to our consolidated financial statements, included in Item 8 of this Annual Report on Form 10-K.

Litigation is inherently unpredictable and defending these proceedings can result in significant ongoing expenditures and the diversion of our management’s time and attention from the operation of our business, which could have a negative effect on our business operations. Our failure to successfully defend or settle any litigation or legal proceedings could result in liabilities that, to the extent not covered by our insurance, could have a material adverse effect on our financial condition, revenue and profitability. In addition, regulatory investigations or enforcement actions could result in fines, penalties, or other sanctions, some of which may not be covered by insurance. Any adverse publicity resulting from litigation or regulatory matters could also harm our brand reputation and customer relationships, further impacting revenues.

The threat of terrorism could adversely affect the number of customer visits to the Hotel.

The threat of terrorism has caused, and may in the future cause, a significant decrease in customer visits to San Francisco due to disruptions in commercial and leisure travel patterns and concerns about travel safety. We cannot predict the extent to which disruptions in air or other forms of travel as a result of any further terrorist act, outbreak of hostilities or escalation of war would adversely affect our financial condition, results of operations or cash flows. The possibility of future attacks may hamper business and leisure travel patterns and, accordingly, the performance of our business and our operations. Moreover, other security-related risks – including cybersecurity threats impacting travel infrastructure, domestic or international civil unrest, and geopolitical tensions – could have similar adverse effects on travel demand and hotel occupancy levels.

We depend in part, on third -party management companies for the future success of our business and the loss of one or more of their key personnel could have an adverse effect on our ability to manage our business and operate successfully and competitively or could be negatively perceived in the capital markets.

The Hotel is managed by Aimbridge. Their ability to manage the Hotel and to operate successfully and competitively is dependent, in part, upon the efforts and continued service of their managers. The departure of key personnel of current or future management companies could have an adverse effect on our business and our ability to operate successfully and competitively, and it could be difficult to find replacements for these key personnel, as competition for such personnel is intense. In addition, the termination or non-renewal of our management agreement, changes in the terms of such agreement, or the failure of our management company to meet performance expectations could materially impact our operations. Lack of a robust succession plan for management personnel could also heighten our operations risk in the event of unexpected departures.

Seasonality and other related factors such as weather can be expected to cause quarterly fluctuations in revenue at the Hotel.

The hotel and resort industry ~~are~~is seasonal in nature. This seasonality can tend to cause quarterly fluctuations in revenues at the Hotel. Our quarterly earnings may also be adversely affected by other related factors outside our control, including weather conditions and poor economic conditions. Changes in climate patterns, including more frequent or severe weather events, could alter historical seasonal demand trends or disrupt travel plans. As a result, we may have to enter into short-term borrowings in certain quarters in order to offset these quarterly fluctuations in our revenues. If weather-related or climate-related events become more frequent or severe, the impact on occupancy and average daily rates could be greater than historical experience suggests.

1311

The hotel industry is heavily regulated and failure to comply with extensive regulatory requirements may result in an adverse effect on our business.

The hotel industry is subject to extensive regulation and the Hotel must maintain its licenses and pay taxes and fees to continue operations. Our property is subject to numerous laws, including those relating to the preparation and sale of food and beverages, including alcohol. We are also subject to laws governing our relationship with our employees in such areas as minimum wage and maximum working hours, overtime, working conditions, hiring and firing employees and work permits. Also, our ability to remodel, refurbish or add to our property may be dependent upon our obtaining necessary building permits from local authorities. The failure to obtain any of these permits could adversely affect our ability to increase revenues and net income through capital improvements of our property. In addition, we are subject to the numerous rules and regulations relating to state and federal taxation. Compliance with these rules and regulations requires significant management attention. Furthermore, compliance costs associated with such laws, regulations and licenses are significant. Any change in the laws, regulations or licenses applicable to our business or a violation of any current or future laws or regulations applicable to our business ~~or gaming license~~ could require us to make substantial expenditures or could otherwise negatively affect ~~our~~the ~~gaming~~hotel’s operations. We ~~Any~~are ~~failure~~also subject to ~~comply~~environmental, ~~with~~health, ~~all~~safety, ~~such~~accessibility, ~~rules~~ and privacy regulations, ~~could~~as ~~subject~~well usas increasing expectations for environmental, social, and governance (ESG) disclosures and performance. Failure to ~~fines~~comply with any of these requirements, or ~~audits~~changes byin ~~the~~regulatory standards, ~~applicable~~could ~~taxation~~result ~~authority~~in fines, penalties, litigation, or restrictions on our operations.

Violations of laws could result in, among other things, disciplinary action. If we fail to comply with regulatory requirements, this may result in an adverse effect on our business. In addition, heightened regulatory scrutiny or enforcement actions could divert management’s attention and resources, impacting our financial performance.

Uninsured and underinsured losses could adversely affect our financial condition and results of operations.

There are certain types of losses, generally of a catastrophic nature, such as earthquakes and floods or terrorist acts, which may be uninsurable or not economically insurable, or may be subject to insurance coverage limitations, such as large deductibles or co-payments. We will use our discretion in determining amounts, coverage limits, deductibility provisions of insurance and the appropriateness of self-insuring, with a view to maintaining appropriate insurance coverage on our investments at a reasonable cost and on suitable terms. Uninsured and underinsured losses could harm our financial condition and results of operations. We could incur liabilities resulting from loss or injury to the Hotel or to persons at the Hotel. Claims, whether or not they have merit, could harm the reputation of the Hotel or cause us to incur expenses to the extent of insurance deductibles or losses in excess of policy limitations, which could harm our results of operations. Moreover, recent trends in the insurance market have resulted in reduced coverage availability and higher premiums for catastrophic risks, particularly in California. Climate change, extreme weather events, and geopolitical instability could further pressure insurance capacity and costs.

In the event of a catastrophic loss, our insurance coverage may not be sufficient to cover the full current market value or replacement cost of our lost investment. Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in the Hotel, as well as the anticipated future revenue from the property. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the Hotel. In the event of a significant loss, our deductible may be high, and we may be required to pay for all such repairs and, therefore, it could materially adversely affect our financial condition. Inflation, changes in building codes and ordinances, environmental considerations and other factors might also keep us from using insurance proceeds to replace or renovate the Hotel after it has been damaged or destroyed. Under those circumstances, the insurance proceeds we receive might be inadequate to restore our economic position on the damaged or destroyed property.

It has generally become more difficult and expensive to obtain property and casualty insurance, including coverage for terrorism. When our current insurance policies expire, we may encounter difficulty in obtaining or renewing property or casualty insurance on our property at the same levels of coverage and under similar terms. Such insurance may be more limited and for some catastrophic risks (for example, earthquake, flood and terrorism) may not be generally available at current levels. Even if we can renew our policies or to obtain new policies at levels and with limitations consistent with our current policies, we cannot be sure that we will be able to obtain such insurance at premium rates that are commercially reasonable. If we were unable to obtain adequate insurance on the Hotel for certain risks, it could cause us to be in default under specific covenants on certain of our indebtedness or other contractual commitments that require us to maintain adequate insurance on the Hotel to protect against the risk of loss. If this were to occur, or if we were unable to obtain adequate insurance and the Hotel experienced damage which would otherwise have been covered by insurance, it could materially adversely affect our financial condition and the operations of the Hotel.

1412

In addition, insurance coverage for the Hotel and for casualty losses does not customarily cover damages that are characterized as punitive or similar damages. As a result, any claims or legal proceedings, or settlement of any such claims or legal proceedings that result in damages that are characterized as punitive or similar damages may not be covered by our insurance. If these types of damages are substantial, our financial resources may be adversely affected. We may also face gaps in coverage for newly emerging risks, such as pandemic-related business interruptions or cybersecurity-related losses, if insurers restrict or exclude such coverage in future policies.

Cybersecurity risks could disrupt our operations and adversely affect our business, even though no material incidents have occurred.

We rely on information technology systems, including those provided by third parties, to conduct our operations and maintain data integrity. A significant cybersecurity incident, such as a data breach, ransomware attack, or other network disruption, could adversely affect our operations, financial condition, and reputation. While we maintain cybersecurity risk management programs as described in Item 1C – Cybersecurity and did not experience any material cybersecurity incidents during the fiscal year ended June 30, 2025, there can be no assurance that future threats will not occur or that any such events would not have a material adverse impact.

You may lose all or part of your investment.

There is no assurance that the Company’s initiatives to improve its profitability or liquidity and financial position will be successful. If we are unable to successfully implement our strategic initiatives, respond to changing market conditions, or address operational challenges, our business and financial performance could deteriorate. In addition, external factors – including economic downturns, competitive pressures, regulatory changes, and uninsured losses – could also lead to a decline in the value of your investment, including the possibility of a total loss.

The price of the Company’s common stock may fluctuate significantly, which could negatively affect the Company and holders of its common stock.

The market price of the Company’s common stock may fluctuate significantly from time to time as a result of many factors, including: investors’ perceptions of the Company and its prospects; investors’ perceptions of the Company’s and/or the industry’s risk and return characteristics relative to other investment alternatives; ~~difficulties~~differences between actual financial and operating results and those expected by investors and analysts; changes in our capital structure; trading volume fluctuations; actual or anticipated fluctuations in quarterly financial and operational results; volatility in the equity securities market; and sales, or anticipated sales, of large blocks of the Company’s common stock. Other factors that could cause volatility include changes in macroeconomic conditions, interest rate movements, regulatory developments, geopolitical events, and reduced liquidity in our stock. Significant volatility in our stock price could also impact our ability to raise capital on favorable terms or at all.

The concentrated beneficial ownership of our common stock and the ability it affords to control our business may limit or eliminate other shareholders’ ability to influence corporate affairs.

The Company’s President, Chief Executive Officer, and Chairman of the Board of Directors, John V. Winfield is a 6970.41% beneficial shareholder of the Company. Because of this concentrated stock ownership, Mr. Winfield will be able to significantly influence the election of the Company’s board of directors and all other decisions on all matters requiring shareholder approval. As a result, the ability of other shareholders to determine the management and policies of the Company is significantly limited. The interests of the Company’s largest shareholder may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. This level of control may also have an adverse impact on the market value of our shares because our largest shareholder may institute or undertake transactions, policies or programs that may result in losses, may not take any steps to increase our visibility in the financial community and/or may sell enough shares to significantly decrease our price per share. Furthermore, this concentration of ownership could delay or prevent a change in control that other shareholders may view as beneficial, and could reduce the marketability or liquidity of our common stock. Minority shareholders may have limited recourse to influence corporate decisions, including those relating to mergers, acquisitions, or other strategic transactions.

Our financial statements do not reflect market values of our real estate; therefore, our book equity may understate (or overstate) the value realizable upon sale.

GAAP requires us to carry real estate at historical cost less accumulated depreciation and impairment. We do not mark our properties to market. Consequently, our reported asset values and shareholders’ equity may differ significantly from amounts that could be realized in a current market sale. We have not obtained portfolio-wide third-party appraisals. Any monetization would be subject to market conditions, buyer demand, due diligence findings, transaction costs and taxes, and may result in proceeds that are materially lower (or higher) than carrying value.

Many of the risk factors described above should be read in conjunction with the cautionary statement regarding forward-looking statements contained in Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the ‘Forward-looking Statements’ section of this Annual Report on Form 10-K.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

The Company maintains ~~cyber~~cybersecurity risk management programs designed to ~~preserve~~help protect the security of data and technology infrastructure. On an annual basis we conduct assessments to identify cyber risks and ~~have~~develop ~~developed~~remediation plans onto ~~how~~address identified vulnerabilities. Our program is designed to ~~address~~detect, ~~any~~mitigate, ~~such~~and ~~risks~~respond ~~for~~to ~~remediation~~cybersecurity ofincidents ~~vulnerabilities~~in a timely manner.

Risk management and strategy

We engage and implement risk management strategies ~~for~~to ~~identification~~identify, assess, and ~~management~~manage of material risks ~~rising~~arising from cybersecurity threats ~~and~~ and alerts. Our method involves a systematic evaluation of all potential threats ~~reported and discovered~~, vulnerabilities, and their possible impacts on the Company’s operations, data, and ~~systems~~system ~~health~~integrity. Our cybersecurity risk management strategy includes:

● ~~Identify~~Identifying ~~the~~risks ~~risk~~ to our environment; ● Deploying Internal IT teams and third-party providers to ~~identify~~investigate, contain, and resolve ~~the~~identified ~~threat~~threats; ● Providing monthly cybersecurity awareness training to our staff; ● Maintenance and ●periodic testing of a cybersecurity incident response plan; ● Assessing and managing third-party and vendor cybersecurity risk, including contractual security requirements and periodic reviews; and ● Integrating cybersecurity risk considerations into our enterprise risk management processes.

We also engage external cybersecurity consultants and use industry-standard tools to help monitor our networks, review vulnerability scans, and conduct penetration testing on a periodic basis. Our risk management practices are integrated into our overall enterprise risk management framework, as discussed in Item 1A – Risk Factors.

Management and Board Oversight

~~Management~~The Company’s management team is responsible for the oversight and administration of ~~cyber~~cybersecurity ~~security~~ protocols. Our management team relies on our third-party providers on ~~administrating~~to administer cybersecurity assessments to identify, manage, mitigate, and respond to cybersecurity threats. Management updates the Board ason ~~necessary, regarding~~ any significant cybersecurity occurrences. The Board receives periodic briefings on cybersecurity risks, incidents, and risk mitigation measures, and reviews management’s cybersecurity policies and response plans at least annually.

Cybersecurity Incidents

During the fiscal year ended June 30, 2025, the Company did not identify any cybersecurity incidents that had a material impact on our business strategy, results of operations, or financial condition, and no incidents were determined to be material individually or in the aggregate.

Item 2. Properties.

SAN FRANCISCO HOTEL PROPERTY

The Hotel is owned by Portsmouth through its wholly owned subsidiary, Operating. The Hotel is centrally located in the Financial District in San Francisco, one block from the Transamerica Pyramid. The Embarcadero Center is within walking distance and North Beach is two blocks away. Chinatown is directly across the bridge that runs from the Hotel to Portsmouth Square Park. The Hotel is a 31-story (including parking garage), steel and concrete, A-frame building, built in 1970. The Hotel has 544 well-appointed guest rooms and ~~luxury~~ suites ~~situated~~ situated on 22 floors. The Hotel has a restaurant, a lounge, and a private dining room ontotaling approximately 3,700 square feet; additionally, there are two kitchens tothat service ~~the~~both restaurant and ~~banquets~~banquet operations, and a fully equipped gym. The third floor houses the Chinese Culture Center (the “CCC”), its administrative office, and a grand ballroom. The Hotel has approximately 22,000 square feet of meeting room space, including the grand ballroom. Other features of the Hotel include a 5-level underground parking garage and ~~pedestrian~~a pedestrian bridge across Kearny Street connecting the Hotel and the CCC with Portsmouth Square Park in Chinatown.

As required by its senior lender, Operating will continue to make minimum payments into its furniture, fixtures, and equipment (“FF&E”) escrow account held by its senior lender ofin an amount equal to the ~~greatest~~greater of four percent (4%) of annual revenues or a minimum of $1,952,000 per annum, as adjusted under the loan agreement. In the opinion of management, the Hotel is adequately covered by insurance, subject to customary deductibles, exclusions, and coverage limits.

16We believe the Hotel is suitable and adequate for its current use and is substantially utilized.

HOTEL FINANCING

OnA. ~~December 18, 2013: (i) Justice Operating Company, LLC, a Delaware limited liability company (“Operating”), entered into a loan agreement (“~~Mortgage ~~Loan Agreement”) with Bank of America (“Mortgage Lender”);~~ and ~~(ii) Justice~~ Mezzanine ~~Company,~~ ~~a Delaware limited liability company (“Mezzanine”), entered into a mezzanine loan agreement (“Mezzanine~~ Loan ~~Agreement”~~ and, together with the Mortgage Loan Agreement, the “Loan Agreements”) with ISBI San Francisco Mezz Lender LLC (“Mezzanine Lender” and, together with Mortgage Lender, the “Lenders”). The Company is the sole member of Mezzanine, and Mezzanine is the sole member of Operating.History

~~The~~In ~~Loan~~December ~~Agreements~~2013, ~~provide~~Justice ~~for~~Investors Limited Partnership (“Justice”), then a consolidated subsidiary of Portsmouth Square, Inc. (“Portsmouth”), obtained a $97,000,000 ~~Mortgage~~mortgage ~~Loan~~loan and a $20,000,000 ~~Mezzanine~~mezzanine ~~Loan~~loan to fund the redemption of limited partnership interests and repay a prior $42,940,000 mortgage loan. The ~~proceeds~~mortgage ofloan was secured by the ~~Loan~~Company’s ~~Agreements~~principal ~~were~~asset, ~~used~~the Hilton toSan ~~fund~~Francisco Financial District (the ~~redemption~~“Hotel”), and bore interest at a fixed rate of ~~limited~~5.275% ~~partnership~~per ~~interests~~annum. The loan required interest-only payments through January 2017 and ~~the~~began ~~pay~~amortizing thereafter on a 30-~~off~~year ofschedule, ~~the~~maturing ~~prior~~on January 1, 2024. The mortgage loan was guaranteed in part by Portsmouth.

The ~~Mortgage~~mezzanine ~~Loan is secured by Portsmouth’s principal asset~~loan, ~~the~~originally ~~Hotel.~~bearing ~~The Mortgage Loan bears an~~ interest ~~rate~~at ~~of 5~~9.~~275~~75% per annum and ~~matures~~maturing inconcurrently ~~January 2024. The term of the loan is ten years~~ with ~~interest only due in~~ the ~~first~~senior ~~three years and principal and interest payments to be made during the remaining seven years of the~~ loan ~~based on a thirty-year amortization schedule. The Mortgage Loan also requires payments for impounds related to property tax~~, ~~insurance,~~was ~~and~~secured ~~FF&E~~by ~~reserves. As additional security for~~ the ~~Mortgage Loan,~~membership ~~there~~interests isof aJustice ~~limited~~Operating ~~guaranty~~Company, LLC (“~~Mortgage Guaranty~~Operating”), ~~executed~~held by ~~Portsmouth~~Justice inMezzanine ~~favor of the Mortgage Lender. On April 29~~Company, ~~2024, U.S.~~LLC ~~Bank National Association and other lenders~~ (“~~Lender~~Mezzanine”), and ~~entered~~was ~~into~~subordinated ato ~~Forbearance Agreement (~~the ~~“Mortgage~~mortgage ~~Loan Forbearance~~debt. ~~Agreement”),~~The ~~all~~mezzanine ~~capitalized~~loan ~~terms~~was ~~are~~refinanced ~~used~~ in ~~this~~July ~~paragraph~~2019 asthrough ~~defined~~a innew ~~this~~ agreement with ~~Operating.~~CRED ~~Assuming no~~REIT ~~Termination Event occurs, Lender agrees to not take any action with respect to the loan facility set forth therein prior to January~~Holdco 1,LLC ~~2025.~~(“Mezzanine ~~During the Forbearance Period, Operating shall make all regularly scheduled payments to the~~ Lender.”) ~~The Mortgage Loan Forbearance Agreement also contains amended terms as to financial covenants and a 10% principal paydown~~ in the amount of $820,~~589~~000,~~706.44~~000, toat bea ~~applied by~~reduced ~~the~~fixed ~~Lender~~interest ~~upon~~rate ~~execution~~ of ~~the Mortgage Loan Forbearance Agreement~~7. ~~Retroactive to January 1, 2024, Operating is required to accrue an additional 4~~25% ~~default interest~~, ~~due~~also ~~and~~maturing ~~payable~~on ~~to Lender at the new maturity or loan prepayment. In addition, Operating paid 1% forbearance~~January ~~fee or $858~~1,~~971~~ ~~to Lender upon execution of the Forbearance Agreement~~2024.

~~The~~As ~~Mezzanine~~of ~~Loan~~June is30, ~~secured by the Operating membership interest held by Mezzanine and is subordinated to the Mortgage Loan. On July 31~~2024, ~~2019,~~ ~~Mezzanine refinanced~~ the ~~Mezzanine~~outstanding ~~Loan~~mortgage ~~by entering into a new mezzanine~~ loan ~~agreement~~balance ~~(“New~~was ~~Mezzanine Loan Agreement”) with Cred Reit Holdco LLC in the amount of~~ $2076,~~000~~962,000. ~~The interest rate on the new mezzanine loan is 7.25% and the loan matures on January 1, 2024. Interest only payments are due monthly.~~ As ~~additional security for the new mezzanine loan, there is a limited guaranty executed by the Company in favor~~ of ~~Cred~~December ~~Reit Holdco LLC (the “Mezzanine Guaranty” and~~31, ~~together with the Mortgage Guaranty, the “Guaranties”). On April 29,~~ 2024, ~~CRED REIT HOLDCO LLC (“Mezz Lender”) entered into a Forbearance Agreement (~~the ~~“Mezz~~outstanding ~~Forbearance~~balance ~~Agreement”),~~was all capitalized terms in this paragraph are used as defined in the Mezz Forbearance Agreement) with Mezzanine, an indirect subsidiary of the Company. Assuming no Termination Event occurs, Mezz Lender agrees to not take any action with respect to the loan facility set forth therein prior to January 1, 2025. The Mezz Lender also has advanced $~~4.5 million for payment of the 10% principal paydown with respect to the Mortgage Loan Forbearance Agreement (defined below). Retroactive to January 1~~75, ~~2024~~789, ~~Mezzanine will be required to accrue an additional 4% default interest and a 1% forbearance fee or $245,~~000. During the Forbearance Period, no payments will be due to the Mezz Lender until the new maturity date or loan prepayment. Both forbearance agreements also contain customary and usual terms, events of default, transaction fees, and representations and warranties and covenants for like transactions.

In order to refinance the Hotel’s aforementioned debt, in May 2024, the Company entered into a financing procurement agreement with a global provider of financial advisory services to real estate ownersB. ~~The Company will endeavor to refinance the aforementioned loans~~ ~~prior~~Forbearance toAgreements ~~their~~and ~~new maturity.~~Defaults

~~The~~Due ~~Guaranties are limited~~ to ~~what~~the ~~are~~maturity ~~commonly~~of ~~referred~~both toloans ason ~~“bad~~January ~~boy” acts~~1, ~~including: (i) fraud or intentional misrepresentations; (ii) gross negligence or willful misconduct; (iii) misapplication or misappropriation of rents~~2024, ~~security deposits, insurance, or condemnation proceeds;~~ and (iv) failure to pay taxes or insurance. The Guaranties are full recourse guaranties under identified circumstances, including failure to maintain “single purpose” status which is a factor in a consolidation of Operating or Mezzanine in a bankruptcy of another person, transfer, or encumbrance of the ~~Property~~absence ~~in violation~~ of ~~the~~full ~~applicable~~repayment ~~loan~~by ~~documents, Operating or Mezzanine incurring debts~~ that ~~are not permitted~~date, ~~and~~ the ~~Property~~Company ~~becoming~~negotiated ~~subject to a bankruptcy proceeding. Pursuant to the Guaranties, the Partnership~~forbearance ~~was~~agreements required to maintain a certain minimum net worth and liquidity. Effective as of May 12, 2017, InterGroup agreed to become an additional guarantor under the limited guaranty and an additional indemnitor under the environmental indemnity for the $97,000,000 mortgage loan and the $20,000,000 mezzanine loan. Pursuant to the agreement, InterGroup is required to maintain a certain net worth and liquidity. As of June 30, 2024 and 2023, InterGroup is in compliance with both ~~requirements.~~lenders ~~Justice~~on ~~Operating~~April ~~Company~~29, LLC is not meeting certain of its loan covenants such as the Debt Service Coverage Ratio (“DSCR”) which would trigger the creation of a lockbox and cash sweep by the Lender for all cash collected by the Hotel, and under certain terms, would allow the Lender to request Operating to replace its hotel management company2024. However, such lockbox has been created and utilized from the loan inception and will be in place up to loan maturity regardless of the DSCR. Justice has not missed any of its debt service payments and does not anticipate missing any debt obligations up to their maturity.

~~Each~~Mortgage ~~of the~~ Loan ~~Agreements~~Forbearance ~~contains~~Agreement customary representations and warranties, events of default, reporting requirements, affirmative covenants, and negative covenants, which impose restrictions on, among other things, organizational changes of the respective borrower, operations of the Property, agreements with affiliates and third parties(U.S. ~~Each~~Bank ~~of the Loan Agreements also provides for mandatory prepayments under certain circumstances (including casualty or condemnation events)~~ and ~~voluntary prepayments~~others, ~~subject to satisfaction of prescribed conditions set forth in~~ the ~~Loan~~“Mortgage ~~Agreements.~~Lender”):

17● Provided forbearance through January 1, 2025, assuming no termination event. ● Required a 10% principal paydown of $8,590,000. ● Included accrual of 4% default interest, retroactive to January 1, 2024, payable upon final maturity or prepayment. ● Included a 1% forbearance fee of $859,000, paid at execution. ● Operating continued timely monthly payments during the forbearance period. ● Guaranteed by Portsmouth.

OnMezzanine ~~July~~Loan 2,Forbearance ~~2014,~~Agreement ~~the~~(CRED ~~Partnership~~REIT ~~obtained~~Holdco from InterGroup an unsecured loan in the principal amount of $4,250,000 at 12% per year fixed interest, with a term of 2 years, payable interest only each month. InterGroup received a 3% loan fee. The loan may be prepaid at any time without penalty. The loan was extended to July 31, 2023. On December 16, 2020, the Partnership and InterGroup entered into a loan modification agreement which increased the Partnership’s borrowing from InterGroup as needed up to $10,000,000. Upon the dissolution of the Partnership in December 2021, Portsmouth assumed the Partnership’s note payable to InterGroup in the amount of $11,350,000. On December 31, 2021, Portsmouth and InterGroup entered into a loan modification agreement which increased Portsmouth’s borrowing from InterGroup as needed up to $16,000,000. In July 2023, the note maturity date was extended to July 31, 2025 and the borrowing amount available was increased to $20,000,000. In March 2024, Portsmouth and InterGroup entered in a loan modification agreement which increased Portsmouth’s borrowing amount to $30,000,000. Portsmouth agreed to a 0.5% loan modification fee for the increased borrowing of $10,000,000 payable to InterGroup. During the fiscal year ending June 30, 2024 and 2023, InterGroup advanced to the Hotel $10,793,000 and $1,500,000, respectively, to fund its hotel operations. As of June 30, 2024 and 2023, the amounts due to InterGroup were $26,493,000 and $15,700,000, respectively. Portsmouth has not made any paid-downs to its note payable to InterGroup.LLC):

	●	Provided forbearance through January 1, 2025, contingent on no termination event.
	●	Mezzanine Lender advanced $4.5 million to cover the senior loan principal paydown.
	●	Required 4% default interest accrual and a 1% forbearance fee ($245,000), both payable at final maturity or prepayment.
	●	No payments were required during the forbearance period.
	●	Guaranteed by Portsmouth.

Both agreements contained customary covenants, events of default, and representations and warranties. On January 3, 2025, Justice Operating Company, LLC (“Operating”) received a Notice of Termination from the Mortgage Lender, citing a termination event for failure to repay the debt by the forbearance expiration. On January 14, 2025, the Mezzanine Lender issued a Notice of Default to Justice Mezzanine Company, LLC (“Mezzanine”), asserting its rights to pursue all remedies under the agreement. These defaults were the primary contributors to Portsmouth’s substantial doubt assessment under ASC 205-40, as disclosed in Note 2 – Liquidity.

C. Debt Refinancing Completed on March 28, 2025

On January 21, 2025, Operating executed a non-binding term sheet with Prime Finance (“Prime”) for a new senior loan. On March 28, 2025, Operating closed on a senior mortgage loan and Mezzanine closed on a modified mezzanine loan (collectively, the “Loan Agreements”), fully retiring the prior debt with U.S. Bank and CRED REIT Holdco LLC. The refinancing resulted in an increase in overall leverage of approximately $1.0 million.

	●	Mortgage Loan: Operating entered into a $67,000,000 Mortgage Loan Agreement with Prime. The loan bears interest at Term SOFR + 4.75%, with a Term SOFR cap of 4.50%, and is interest-only through maturity. Matures April 9, 2027, with three one-year extension options, subject to satisfaction of financial and operational covenants. The Interest Rate Cap caps limits Term SOFR to 4.50% and has a notional amount equal to or greater than the outstanding principal balance of the loan. The Company paid a premium of approximately $136,000 for the cap at inception. The loan is secured by the Hotel.
	●	Mezzanine Loan: Mezzanine executed a modified Mezzanine Loan Agreement with CRED REIT Holdco LLC for a principal amount of $36,300,000 at a fixed rate of 7.25% per annum, on matching maturity and extension terms to the senior loan. The loan modifications were material in nature and therefore the transaction under ASC 470-50 accounted for as an extinguishment. The loan is secured by Mezzanine’s membership interest in Operating. The lender agreed to waive a forbearance fee of $245,000 and default interest of approximately $1.17 million, for a total waiver of $1.416 million. The waived amounts were recorded as a gain on extinguishment of debt.

Portsmouth continues to provide a limited guaranty in connection with both facilities. The Company is also subject to customary covenants, including financial ratios and affirmative obligations.

D. Related Party Guarantee – InterGroup

Under the March 28, 2025 refinancing, all guaranties associated with the prior 2013 senior mortgage and 2019 mezzanine facilities were terminated. The current senior mortgage and amended mezzanine facilities include customary limited non=recourse carve-out and performance undertakings provided at the Portsmouth/Operating-entity level. InterGroup is not a guarantor of the March 28, 2025 senior mortgage loan or the amended mezzanine loan.

E. DSCR and Lockbox Arrangements

Operating did not maintain compliance with the required Debt Service Coverage Ratio (“DSCR”) under the original December 2013 loan and is subject to ongoing DSCR requirements under the refinanced loans. Under the March 28, 2025 refinancing, a Cash Management Agreement with Prime Finance (“Lender”) and Wells Fargo Bank, N.A. (“Cash Management Bank”) requires that all Hotel cash receipts be deposited into a lender-controlled account. This lockbox arrangement remains in effect until DSCR conditions are met for two consecutive quarters. Funds are disbursed for approved operating expenses, debt service (including senior interest-only), and required reserves (insurance, real estate taxes, and furniture, fixtures and equipment) in accordance with lender-approved budgets. Excess cash, if any, is held in lender-controlled accounts for future interest-only payments to the Mezzanine lender, subject to certain conditions under the loan agreements with both lenders (a “cash sweep” mechanism).

These Hotel loan obligations reside at Portsmouth’s subsidiaries (Justice Operating Company, LLC and Justice Mezzanine Company, LLC) and are non-recourse to InterGroup except to the limited extent of the guaranties described in Note 10.

Related Party Financing

On July 2, 2014, the Partnership secured an unsecured loan from InterGroup in the principal amount of $4,250,000, bearing a fixed annual interest rate of 12%, with interest-only payments due monthly. InterGroup also received a loan fee equal to 3% of the principal. The loan was prepayable at any time without penalty and was subsequently extended through July 31, 2023.

On December 16, 2020, the Partnership and InterGroup executed a loan modification agreement that increased the borrowing capacity, as needed, to a maximum of $10,000,000. Subsequently, on December 31, 2021, Portsmouth and InterGroup entered into a separate loan modification agreement, raising Portsmouth’s borrowing limit to $16,000,000. Following the dissolution of the Partnership in December 2021, Portsmouth assumed the outstanding loan obligation to InterGroup in the amount of $11,350,000.

In July 2023, the loan’s maturity date was extended to July 31, 2025, and the available borrowing capacity was increased to $20,000,000. In connection with this increase, the Company agreed to pay InterGroup a 0.5% loan modification fee applicable to the additional $10,000,000.

In March 2024, a further modification agreement between Portsmouth and InterGroup raised the available borrowing limit to $30,000,000, subject to a 0.5% modification fee applicable to the $10,000,000 increase.

In March 2025, another amendment was executed, increasing Portsmouth’s borrowing capacity to $40,000,000 and extending the maturity date to July 31, 2027. In May 2025, the parties agreed to reduce the loan’s interest rate from 12% to 9%.

During fiscal 2025 and 2024, InterGroup advanced $11,615,000 and $10,793,000, respectively, to Portsmouth under the related party credit facility. Proceed were primarily to (i) satisfy the senior lender’s required 10% principal paydown in April 2024 in connection with the one-year forbearance and (ii) reduce the senior loan balance to approximately $67.0 million (from approximately $76.0 million) upon the March 28, 2025 refinancing. In addition, the refinancing required the establishment of (a) a $5.0 million cash reserve to cover potential operating shortfall during the first two years of the new loan and (b) a $1.35 million capital improvement reserve to complete the renovation and return to inventory of 14 guest rooms previously converted to administrative offices. A portion of the advances funded these required reserves and, to a lesser extent, pre-refinancing operating shortfalls. As of June 30, 2025 and 2024, amounts owed to InterGroup were $38,108,000, and $26,493,000, respectively; no principal payments have been made to date. Following the March 2025 refinancing, ongoing Hotel operations have been funded from operating cash flows, and the InterGroup facility is maintained as a contingent source of liquidity.

If necessary, the Company may amend its by-laws to increase the number of authorized shares, allowing it to issue additional equity to raise capital in the public markets. Such actions would be subject to Board approval and, if required, shareholder approval under applicable corporate law and listing rules.

RENTAL PROPERTIES

As of June 30, ~~2024~~2025, the Company’s investment in real estate consisted of twenty properties located throughout the United States, ~~with~~ with a concentration in Texas and Los Angeles County, California. These properties include sixteen apartment complexes, three single-family houses held as strategic investments, and one commercial real estate property. All properties are operating properties. In addition to ~~the~~ the properties, the Company owns approximately 2 acres of unimproved land in Maui, Hawaii. As of June 30, ~~2024~~2025, all the Company’s ~~operating~~ operating real estate properties are managed in-house.

Description of Properties

Las Colinas, Texas. The Las Colinas property is a waterfront apartment community along Beaver Creek that was developed in 1993 with 358 units on approximately 15.6 acres of land. The Company acquired the complex on April 30, 2004 for approximately $27,145,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 27.5 years. Real estate property taxes for the year ended June 30, ~~2024~~2025 were approximately $1,~~083~~190,000. In October 2021, the Company refinanced its 3.73% existing $15,900,000 mortgage note payable on the property and generated net proceeds of $12,938,000. The outstanding mortgage balance was $28,800,000 as of June 30, ~~2024~~2025. The annual interest rate on the mortgage is fixed at 2.95% for ten years with interest-only payments for the first five years and 30-year amortization thereafter. The mortgage loan matures in November 2031. In December 2023, the Company obtained a second mortgage on its 358-unit apartment located in Las Colinas, Texas in the amount of $4,573,000. The term of the loan is approximately 7 years with interest rate at 7.60%. The loan matures in November 2031.

Morris County, New Jersey. The Morris County property is a two-story garden apartment complex that was completed in June 1964 with 151 units on approximately 8 acres of land. The Company acquired the complex on September 15, 1967 at an initial cost of approximately $1,600,000. Real estate property taxes for the year ended June 30, ~~2024~~2025 were approximately $~~290~~295,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. In April 2020, the Company refinanced its 3.51% and 4.51% existing $8,737,000 and $2,512,000 mortgages and generated net proceeds of $6,814,000. The outstanding mortgage balance was approximately $16,~~807~~392,000 at June 30, ~~2024~~2025 with a fixed interest rate of 3.17% per annum and the maturity date of the new mortgage is May 1, 2030.

St. Louis, Missouri. The St. Louis property is a two-story project with 264 units on approximately 17.5 acres. The Company acquired the complex on November 1, 1968 at an initial cost of $2,328,000. For the year ended June 30, 2024, real estate property taxes were approximately $147,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. On May 31, 2023, the Company refinanced its $4,823,000 mortgage with a new two-year $5,360,000 mortgage. Interest-only payments were due monthly for the first 12 months, and commencing June 10, 2024 the Company is required to make equal monthly principal installments of $5,500. In May 2025, the Company amended the agreement to extend the maturity to June 5, 2028 and made a $344,000 principal reduction. The outstanding mortgage balance was approximately $4,950,000 as of June 30, 2025. The floating rate is based on 30-day Term SOFR plus 3.10%, with a SOFR cap of 5.5%.

Florence, Kentucky. The Florence property is a three-story apartment complex with 157 units on approximately 6.0 acres. The Company acquired the property on December 20, 1972 at an initial cost of approximately $1,995,000. For the year ended June 30, 2025, real estate property taxes were approximately $62,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $9,800,000 as of June 30, 2025. In December 2024 the Company refinanced with new 10-year, interest-only loan at 5.40%, the maturity date is January 2035.

Los Angeles, California. The Company owns one commercial property, twelve apartment complexes, and three single-family houses in the general area of Los Angeles County, California (“Los Angeles County”).

The Company’s Los Angeles commercial property is a 5,503 square foot, two story building that served as the Company’s corporate offices until it was leased out, effective October 1, 2009 and the Company leased a new space for its corporate office. The Company acquired the building on March 4, 1999 for $1,876,000. Property taxes for the year ended June 30, 2025 were approximately $35,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. As of June 30, 2025, this property was not encumbered by a mortgage.

The first Los Angeles apartment complex is a 10,600 square foot two-story apartment with 12 units. The Company acquired the property on July 30, 1999 at an initial cost of approximately $1,305,000. For the year ended June 30, 2025, real estate property taxes were approximately $25,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $1,863,000 as of June 30, 2025 with a fixed interest rate of 3.59% per annum and the maturity date of the mortgage is June 23, 2026. In February 2025 the Company entered into a listing agreement to sell this property and began active marketing in April 2025. The property met the criteria to be classified as held for sale as of June 30, 2025.

The second Los Angeles apartment complex is a 12,700 square foot apartment with 14 units. The Company acquired the property on October 20, 1999 at an initial cost of approximately $2,150,000. For the year ended June 30, 2025, real estate property taxes were approximately $41,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $2,522,000 at June 30, 2025 with a fixed interest rate of 3.05% per annum and the maturity date of the mortgage is February 1, 2031.

The third Los Angeles apartment complex is a 10,500 square foot apartment with 9 units. The Company acquired the property on November 10, 1999 at an initial cost of approximately $1,675,000. For the year ended June 30, 2025, real estate property taxes were approximately $32,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $1,803,000 as of June 30, 2025 with a fixed interest rate of 3.05% per annum and the maturity date is December 1, 2030.

The sixth Los Angeles apartment complex is a 3,000 square foot apartment with 4 units. The Company acquired the property on July 19, 2000 at an initial cost of approximately $1,070,000. For the year ended June 30, 2025, real estate property taxes were approximately $20,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $1,064,000 as of June 30, 2025 with a fixed interest rate of 3.50% per annum and the maturity date is July 1, 2051.

The seventh Los Angeles apartment complex is a 4,500 square foot two-story apartment with 4 units. The Company acquired the property on July 28, 2000 at an initial cost of approximately $1,005,000. For the year ended June 30, 2025, real estate property taxes were approximately $18,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $1,064,000 at June 30, 2025 with a five-year fixed interest rate of 3.5% per annum and adjustable rate thereafter at 2.5% over the 6-month LIBOR Index with semi-annual rate and payment adjustments. Semi-annual rate cap is 1.25% after the initial interest rate change with a floor equal to the start rate and ceiling of 9.95%. The maturity date is August 1, 2051.

The eighth Los Angeles apartment complex is a 7,500 square foot apartment with 7 units. The Company acquired the property on August 9, 2000 at an initial cost of approximately $1,308,000. For the year ended June 30, 2025, real estate property taxes were approximately $25,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $715,000 as of June 30, 2025 with an interest rate of 4.125% and the maturity date is September 1, 2042.

~~St.~~The ~~Louis,~~tenth ~~Missouri.~~Los ~~The~~Angeles ~~St.~~apartment ~~Louis~~complex ~~property~~ is a 4,200 square foot two-story ~~project~~apartment with ~~264~~2 units ~~on approximately 17~~.5 ~~acres.~~ The Company acquired the ~~complex~~ property on November 1 23, ~~1968~~2020 at an initial cost of approximately $21,~~328~~530,000. For the year ended June 30, ~~2024~~2025, real estate property taxes were approximately $~~150~~14,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. On May 31, 2023, the Company refinanced its $4,823,000 mortgage with a new two-year $5,360,000 mortgage. Interest-only payments are due monthly and commencing on June 10, 2024, the Company will be required to make equal monthly principal installments of $5,500 up to the loan maturity of May 31, 2025. The outstanding mortgage balance was approximately $5645,~~355,~~000 as of June 30, ~~2024.~~2025, ~~The floating interest rate is based on the one month term SOFR plus 310 bps floating~~ with aan ~~SOFR cap of 5.5%. The~~ interest rate of ~~the greater of (a) the Prime Rate for such day and (b) the Federal Funds Rate for plus 0~~3.50%. ~~5.5%~~and ~~per annum for two years with interest-only payments for~~ the ~~first year. The~~ maturity date ~~of the mortgage~~ is ~~May~~July ~~31, 2025~~2051.

~~Florence,~~The ~~Kentucky.~~eleventh ~~The~~apartment ~~Florence~~in ~~property~~Marina del Rey, California, is a ~~three~~6,316 square foot two-story apartment ~~complex~~ with ~~157~~9 units ~~on approximately 6~~.0 ~~acres.~~ The Company acquired the property on ~~December~~April 2029, ~~1972~~2011 at an initial cost of approximately $14,~~995~~000,000. For the year ended June 30, ~~2024~~2025, real estate property taxes were approximately $6462,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 4027.5 years. The outstanding mortgage balance was approximately $2,~~834~~326,000 as of June 30, ~~2024~~2025 with a fixed interest rate of 3.~~875~~09% per annum and the maturity date ~~of the mortgage~~ is ~~April~~ July 1, ~~2025~~2030.

~~Los~~The twelfth Los Angeles apartment complex is a 4,093 ~~California~~square foot apartment with 4 units. ~~The~~In ~~Company~~an ~~owns~~all-cash ~~one~~transaction, ~~commercial~~the Company acquired the property on May 14, ~~twelve~~2021 ~~apartment~~at ~~complexes~~an initial cost of approximately $2,600,000. ~~and~~Depreciation ~~three~~is ~~single~~recorded on the straight-~~family~~line ~~houses~~method, inbased upon an estimated useful life of 40 years. For the year ended June 30, 2025, real estate property taxes were approximately $34,000. The ~~general~~outstanding ~~area~~mortgage ofbalance ~~County~~was approximately $766,000 as of ~~Los~~June ~~Angeles~~30, ~~California~~2025 ~~(“Los~~with ~~Angeles”)~~a fixed interest rate of 3.50% per annum and the maturity date is August 2051.

The ~~Company’s~~first Los Angeles ~~commercial~~single-family ~~property~~house is a 52,~~503~~771 square foot, ~~two~~home. ~~story~~The ~~building~~Company ~~that~~acquired ~~served as~~ the ~~Company’s~~property ~~corporate offices~~on ~~until~~November ~~it was leased out~~9, ~~effective~~2000 ~~October~~at 1,an ~~2009 and the Company leased a new space for its corporate office. The Company acquired~~initial ~~the~~cost ~~building~~of onapproximately ~~March 4, 1999 for~~ $1660,~~876,~~000. ~~Property~~For ~~taxes for~~ the year ended June 30, ~~2024~~2025, real estate property taxes were approximately $3412,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. AsThe outstanding mortgage balance was approximately $847,000 as of June 30, ~~2024,~~2025 ~~this~~with ~~property~~a ~~was~~five-year ~~not~~fixed interest rate of 3.5% per annum and an adjustable rate thereafter at 2.5% over the ~~encumbered~~6-month byLIBOR Index with semi-annual rate and payment adjustments. Semi-annual rate cap is 1.25% after the initial interest rate change with a ~~mortgage~~floor equal to the start rate and ceiling of 9.95%. The maturity date is August 1, 2051.

The ~~first~~second Los Angeles ~~apartment~~single-family ~~complex~~house is a 102,~~600~~201 square foot ~~two-story apartment with 12 units~~home. The Company acquired the property on ~~July 30~~August 22, ~~1999~~2003 at an initial cost of approximately $1700,~~305,~~000. For the year ended June 30, ~~2024~~2025, real estate property taxes were approximately $2514,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $1511,~~919,~~000 as of June 30, ~~2024~~2025, with a five-year fixed interest rate of 3.595% per annum and an adjustable rate thereafter at 2.5% over the 6-month ~~maturity~~LIBOR ~~date~~Index ofwith semi-annual rate and payment adjustments. Semi-annual rate cap is 1.25% after the ~~mortgage~~initial interest rate change with a floor equal to the start rate and ceiling of 9.95%. The maturity date is ~~June~~August 231, ~~2026~~2051.

The ~~second~~third Los Angeles ~~apartment~~single-family ~~complex~~house is a 122,~~700~~387 square foot ~~apartment with 14 units~~home. The Company acquired the property onin ~~October~~July ~~20, 1999~~of at2015 anas ~~initial~~a ~~cost~~strategic ofasset for ~~approximately~~ $21,~~150~~975,000. For the year ended June 30, ~~2024~~2025, real estate property taxes were approximately $4028,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. InThe ~~January~~outstanding ~~2021,~~mortgage ~~the Company~~balance ~~refinanced~~was ~~its~~approximately ~~5.89%~~$886,000 as ~~existing~~of $1June 30,~~597~~ 2025,~~000~~ ~~mortgage~~with ~~and~~a ~~generated~~five-year ~~net~~fixed ~~proceeds~~interest rate of ~~$1,057,000~~3.5% ~~The~~per ~~outstanding~~annum ~~new~~adjustable ~~mortgage~~thereafter ~~balance was~~at ~~approximately $~~2~~,585,000~~.5% atover ~~June~~the ~~30,~~6-month ~~2024~~LIBOR Index with asemi-annual ~~fixed~~rate ~~interest~~and payment adjustments. Semi-annual rate ofcap 3is 1.0525% ~~per~~after ~~annum~~the ~~and~~initial interest rate change with a floor equal to the ~~maturity~~start ~~date~~rate and ceiling of ~~the~~9.95%. ~~new~~The ~~mortgage~~ maturity date is ~~February~~October 1, ~~2031~~2048.

~~The~~Maui, ~~third~~Hawaii. ~~Los~~In ~~Angeles~~August ~~apartment complex is a 10~~2004,~~500~~ ~~square~~the ~~foot apartment with 9 units. The~~ Company ~~acquired~~purchased ~~the property on November 10, 1999 at~~ an ~~initial cost of~~ approximately ~~$1,675,000. For the year ended June 30, 2023, real estate property taxes were approximately $32,000. Depreciation is recorded on the straight~~two-~~line~~acre ~~method,~~parcel ~~based upon an estimated useful life~~ of 40unimproved ~~years.~~land Inin ~~November~~Kihei, ~~2020~~Maui, ~~the Company~~Hawaii ~~refinanced~~for ~~its 5.89% existing~~ $1,~~088~~467,000 ~~mortgage and generated net proceeds of $798,000~~. ~~The outstanding new mortgage balance~~ ~~was~~As ~~approximately $1,848,000 as~~ of June 30, ~~2024~~2025, ~~with~~this aproperty ~~fixed~~is ~~interest~~not ~~rate~~encumbered ofby ~~3.05%~~a ~~per annum and the maturity date of the new~~ mortgage ~~is December 1, 2030~~.

The fourth Los Angeles apartment complex is a 26,100 square foot two-story apartment with 31 units. The Company acquired the property on May 26, 2000 at an initial cost of approximately $7,500,000. For the year ended June 30, 2024, real estate property taxes were approximately $129,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. In October 2020, the Company refinanced its 4.85% existing $4,800,000 mortgage and generated net proceeds of $3,529,000. The outstanding new mortgage balance was approximately $8,102,000 at June 30, 2024 with a fixed interest rate of 2.52% per annum and the maturity date of the new mortgage is November 1, 2030. The new mortgage requires interest-only payments for the first two years and will amortize over 30 years thereafter.

The fifth Los Angeles apartment complex is a 27,600 square foot two-story apartment with 30 units. The Company acquired the property on July 7, 2000 at an initial cost of approximately $4,411,000. For the year ended June 30, 2024, real estate property taxes were approximately $82,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. On June 30, 2022, the Company refinanced its 5.97%, $5,283,000 mortgage note payable on this property and obtained a new mortgage note payable for $5,850,000. The Company received net proceeds of $584,000 because of the refinance. The outstanding new mortgage balance was approximately $5,662,000 at June 30, 2024 with a fixed annual interest rate on the new mortgage at 4.40% for the first five years and 5.44% thereafter. The mortgage loan matures in July 2052.

The sixth Los Angeles apartment complex is a 3,000 square foot apartment with 4 units. The Company acquired the property on July 19, 2000 at an initial cost of approximately $1,070,000. For the year ended June 30, 2024, real estate property taxes were approximately $18,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. In July 2021, the Company refinanced its 3.75% existing $323,000 mortgage and generated net proceeds of $846,000. The outstanding new mortgage balance was approximately $1,088,000 as of June 30, 2024 with a fixed interest rate of 3.50% per annum and the maturity date of the new mortgage is July 1, 2051.

The seventh Los Angeles apartment complex is a 4,500 square foot two-story apartment with 4 units. The Company acquired the property on July 28, 2000 at an initial cost of approximately $1,005,000. For the year ended June 30, 2024, real estate property taxes were approximately $19,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. In June 2021, the Company refinanced its 3.75% existing $563,000 mortgage and generated net proceeds of $619,000. The outstanding new mortgage balance was approximately $1,088,000 at June 30, 2024 with a five-year fixed interest rate of 3.5% per annum and adjustable rate thereafter at 2.5% over the 6-month LIBOR Index with semi-annual rate and payment adjustments. Semi-annual rate cap is 1.25% after the initial interest rate change with a floor equal to the start rate and ceiling of 9.95%. The maturity date of the new mortgage is August 1, 2051.

The eighth Los Angeles apartment complex is a 7,500 square foot apartment with 7 units. The Company acquired the property on August 9, 2000 at an initial cost of approximately $1,308,000. For the year ended June 30, 2024, real estate property taxes were approximately $24,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $733,000 as of June 30, 2024 with an interest rate of 4.125% and the maturity date of the mortgage is September 1, 2042.

The ninth Los Angeles apartment complex is a 13,000 square foot two-story apartment with 8 units. The Company acquired the property on May 1, 2001 at an initial cost of approximately $1,206,000. For the year ended June 30, 2024, real estate property taxes were approximately $22,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. In July 2021, the Company refinanced the property’s existing 3.75%, $416,000 mortgage with a new mortgage for $1,595,000. The Company generated net proceeds of $1,098,000 from the refinancing. Interest rate on the new mortgage is fixed at 3.50% for five years and the mortgages mature in July 2051. Outstanding mortgage balance was approximately $1,503,000 as of June 30, 2024.

The tenth Los Angeles apartment complex, is a 4,200 square foot two-story apartment with 2 units. For the year ended June 30, 2024, real estate property taxes were approximately $14,000. Depreciation is recorded on the straight-line method based upon an estimated useful life of 40 years. The Company acquired the property on November 23, 2020 at an initial cost of approximately $1,530,000. In July 2021, the Company refinanced the property’s existing 3.75%, $327,000 mortgage with a new mortgage for $700,000. The Company generated net proceeds of $381,000 from the refinancing. Interest rate on the new mortgage is fixed at 3.50% for five years and the mortgage matures in July 2051. Outstanding mortgage balance was approximately $659,000 as of June 30, 2024.

The eleventh apartment which is located in Marina del Rey, California, is a 6,316 square foot two-story apartment with 9 units. The Company acquired the property on April 29, 2011 at an initial cost of approximately $4,000,000. For the year ended June 30, 2024, real estate property taxes were approximately $61,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 27.5 years. In June 2020, the Company refinanced its 5.6% existing $1,303,000 mortgage and generated net proceeds of $1,144,000. The outstanding new mortgage balance was approximately $2,386,000 as of June 30, 2024 with a fixed interest rate of 3.09% per annum and the maturity date of the new mortgage is July 1, 2030.

The twelfth Los Angeles apartment complex is a 4,093 square foot apartment with 4 units. In an all-cash transaction, the Company acquired the property on May 14, 2021 at an initial cost of approximately $2,600,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. For the year ended June 30, 2024, real estate property taxes were approximately $33,000. In July 2021, the Company obtained a mortgage on the property for $830,000, generating net proceeds of $836,000. The interest rate on the mortgage is fixed at 3.50% for five years and the mortgage matures in August 2051. Outstanding mortgage balance was approximately $783,000 as of June 30, 2024.

The first Los Angeles single-family house is a 2,771 square foot home. The Company acquired the property on November 9, 2000 at an initial cost of approximately $660,000. For the year ended June 30, 2024, real estate property taxes were approximately $12,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. In June 2021, the Company refinanced its 3.75% existing $363,000 mortgage and generated net proceeds of $576,000. The outstanding new mortgage balance was approximately $867,000 as of June 30, 2024 with a five-year fixed interest rate of 3.5% per annum adjustable rate thereafter at 2.5% over the 6-month LIBOR Index with semi-annual rate and payment adjustments. Semi-annual rate cap is 1.25% after the initial interest rate change with a floor equal to the start rate and ceiling of 9.95%. The maturity date of the new mortgage is August 1, 2051.

The second Los Angeles single-family house is a 2,201 square foot home. The Company acquired the property on August 22, 2003 at an initial cost of approximately $700,000. For the year ended June 30, 2024, real estate property taxes were approximately $14,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. In June 2021, the Company refinanced its 3.75% existing $388,000 mortgage and generated net proceeds of $183,000. The outstanding new mortgage balance was approximately $523,000 as of June 30, 2024 with a five-year fixed interest rate of 3.5% per annum adjustable rate thereafter at 2.5% over the 6-month LIBOR Index with semi-annual rate and payment adjustments. Semi-annual rate cap is 1.25% after the initial interest rate change with a floor equal to the start rate and ceiling of 9.95%. The maturity date of the new mortgage is August 1, 2051.

The third Los Angeles single-family house is a 2,387 square foot home. The company acquired the property in July of 2015 as a strategic asset for $1,975,000. For the year ended June 30, 2024, real estate property taxes were approximately $28,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. In September 2021, the Company refinanced the property’s existing 4.75% per annum mortgage and reduced the rate to five-year fixed at 3.5% per annum, adjustable thereafter at 2.5% over the 6-month LIBOR Index with semi-annual rate and payment adjustments. Semi-annual rate cap is 1.25% after the initial interest rate change with a floor equal to the start rate and ceiling of 9.95%. The outstanding mortgage balance was approximately $910,000 as of June 30, 2024 and the maturity date of the mortgage is October 1, 2048.

Maui, Hawaii. In August 2004, the Company purchased an approximately two-acre parcel of unimproved land in Kihei, Maui, Hawaii for $1,467,000. Upon the recent wildfires in the area the land was not impacted. As of June 30, 2024, this property is not encumbered by a mortgage.

MORTGAGES

Further information with respect to mortgage notes payable of the Company is set forth in Note 10 of the Notes to Consolidated Financial Statements.

ECONOMIC AND PHYSICAL OCCUPANCY RATES

The Company leases units in its residential rental properties on a short-term basis, with no lease extending beyond one year. The economic occupancy (gross potential less rent below market, vacancy loss, bad debt, discounts and concessions divided by gross potential rent) and the physical occupancy (gross potential rent less vacancy loss divided by gross potential rent) for each of the Company’s operating properties for fiscal year ended June 30, ~~2024~~2025 are provided below.

Property	Economic Occupancy			Physical Occupancy
1. Las Colinas, TX		8385	%		9195	%
2. Morris County, NJ		8489	%		9697	%
3. St. Louis, MO		3150	%		3752	%
4. Florence, KY		8583	%		9691	%
5. Los Angeles, CA (1)		8894	%		9699	%
6. Los Angeles, CA (2)		100	%		94	%
7. Los Angeles, CA (3)		9698	%		9497	%
8. Los Angeles, CA (4)		8185	%		9596	%
9. Los Angeles, CA (5)		9994	%		9994	%
10. Los Angeles, CA (6)		9895	%		9792	%
11. Los Angeles, CA (7)		9784	%		9268	%
12. Los Angeles, CA (8)		9889	%		9687	%
13. Los Angeles, CA (9)		8988	%		87	%
14. Los Angeles, CA (10)		100	%		~~100~~98	%
15. Los Angeles, CA (11)		9896	%		~~100~~98	%
16. Los Angeles, CA (12)		7469	%		9786	%
17. Los Angeles, CA (13)		100	%		100	%
18. Los Angeles, CA (14)		100	%		~~100~~91	%
19. Los Angeles, CA (15)		67100	%		50100	%

The Company’s Los Angeles, California properties are subject to various rent control laws, ordinances and regulations which impact the Company’s ability to adjust and achieve higher rental rates. InWithin ~~February~~the ~~2022,~~City ~~the~~of Los Angeles, ~~County~~the ~~Board~~COVID-19 ofeviction ~~Supervisors~~moratorium ~~extended~~ended on January 31, 2023, and the ~~majority~~RSO ofrent-increase freeze ended on January 31, 2024; the ~~eviction~~current ~~moratorium~~allowable toannual ~~2022~~RSO ~~and~~rent ~~parts~~increase is of3% itfor ~~until~~July ~~2023~~1, 2025-June 30, 2026 (plus 1% if the landlord provides gas and/or electric. The County’s non-payment COVID-19 tenant ~~eviction~~ eviction protection resolution expired on March 31, 2023. ~~Landlords~~In inunincorporated ~~California~~Los ~~are~~Angeles ~~not~~County, ~~allowed~~annual torent ~~evict~~increases ~~tenants~~ for ~~unpaid~~fully ~~rent~~covered units ~~prior~~are limited to ~~March~~60% of CPI, capped at 3%, effective January 1, 2025. For City of Los Angeles COVID-19 rental debt, repayment deadlines have passed (August 1, 2023 ~~and~~for ~~are~~rent ~~allowed~~owed toMarch ~~file~~1, a2020-September ~~civil~~30,2021; ~~complaint~~February 1, 2024 for rent owned October 1, 2021-January 31, 2023), after which landlords may pursue such ~~rent~~amounts ~~immediately~~in court. ~~The~~Additionally, ~~Company~~the City has ~~filed~~permanent ~~civil~~protections ~~complaints~~including ~~for~~a ~~unpaid~~Just Cause Ordinance and “economic displacement” relocation assistance when a rent increase exceeds the lesser of 10% or CPI+5% and ~~will~~the ~~continue~~tenant chooses to ~~pursue~~move. ~~all~~Statewide, ~~unpaid~~AB 1482 caps rent increases for most covered units at 5% + CPI (max 10%), and AB 12 limits most residential security deposits to one month’s rent effective July 1, 2024.

Item 3. Legal Proceedings.

The Company may, from time to time, be subject to legal proceedings, claims, and litigation arising in the ordinary course of business. ~~The~~As of June 30, 2025, the Company ~~will~~is ~~defend itself~~not ~~vigorously~~a ~~against~~party to any material pending legal proceedings, nor are any such ~~claims.~~proceedings ~~Management~~known ~~does~~to ~~not~~be ~~believe~~contemplated by governmental authorities. Management believes that the ~~impact~~outcome of ~~such~~any ordinary course matters, ~~will~~if ~~have~~they were to arise, would not have a material adverse effect on the Company’s consolidated financial ~~conditions~~position, results of operations, or ~~result~~cash flows. We are not a party to any governmental environmental proceedings required disclosure under Item 103 of ~~operations~~Regulation ~~when~~S-K, ~~resolved~~including any proceeding involving potential monetary sanctions of $300,000 or more. We recognize and disclose loss contingencies in accordance with ASC 450; see Note 17 – Commitments and Contingencies.

Item 4. Mine Safety Disclosures.

Not applicable – the Company does not operate any mines subject to the Federal Mine Safety and Health act of 1997 and therefore has no disclosure required under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

2220

PART II

Item 5. Market for Registrant’s Common Equity, ~~and~~ Related Stockholder Matters and Issuer Purchases of Equity Securities.

MARKET INFORMATION

The Company’s Common Stock is listed and trades on the NASDAQ Capital Market ~~tier~~(“Nasdaq”) ~~of the NASDAQ Stock Market, LLC~~ under the symbol: “INTG”. As of June 30, ~~2024~~2025, the approximate number of holders of record of the Company’s Common Stock was ~~150.~~122 ~~Such number of owners was determined from~~ (the ~~Company’s~~actual ~~shareholders~~number ~~records~~of ~~and does not include~~ beneficial owners ofis ~~the~~higher ~~Company’s Common~~because ~~Stock~~many ~~whose~~ shares are held in ~~names~~“street ofname” ~~various~~by brokers, ~~clearing~~and ~~agencies or~~ other nominees).

SUCCESSFUL RESULTS ON REMEDIATION OF NASDAQ LISTING STATUS

As disclosed in our Current Report on Form 8-K filed in July 2025, on November 21, 2024 the Nasdaq Listing Qualifications Staff notified the Company of non-compliance with Nasdaq Listing Rule 5550(b)(2) (minimum $35 million market value of listed securities). On May 27, 2025, the Staff notified the Company that its securities were subject to delisting effective June 5, 2025 absent a timely appeal. The Company appealed, which stayed the delisting. Following a hearing held on July 8, 2025, the Nasdaq Hearings Panel notified the Company on July 17, 2025 that it had granted an extension through September 30, 2025 to evidence compliance by achieving an MVLS of at least $35 million for a minimum of ten consecutive trading days.

On September 17, 2025, the Company received confirmation from Nasdaq that the Company has regained compliance with Listing Rule 5550(b)(2). Nasdaq’s notice stated that, as of September 15, 2025, the Company had demonstrated 11 consecutive business days with a market value of listed securities above $35 million, thereby satisfying the requirement.

As a result, the Panel granted the Company’s request for continued listing, and the matter is now closed. The Company’s common stock will continue to be listed and traded on The Nasdaq Capital Market under the symbol “INTG”.

DIVIDENDS

The Company has not declared any cash dividends on its common stock and ~~does~~currently ~~not~~intends ~~foresee~~to ~~issuing~~retain any future earnings to fund operations, invest in the business, and service debt. Any future determination to declare cash dividends will be at the discretion of the Board of Directors and subject to applicable law and any restrictions contained in the ~~near~~Company’s ~~future~~financing arrangements.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

~~This~~The information ~~appears~~required inby Item 201(d) of Regulation S-K regarding securities authorized for issuance under equity compensation plans is incorporated by reference to Part III, Item 12 of this ~~report~~Annual Report on Form 10-K.

2321

ISSUER PURCHASES OF EQUITY SECURITIES

The ~~following~~Company ~~table~~did ~~reflects~~not ~~purchases~~repurchase any shares of ~~InterGroup’s~~its common stock ~~made~~during bythe ~~The~~fiscal ~~InterGroup~~quarter ~~Corporation,~~ended ~~for~~June ~~its~~30, ~~own~~2025; ~~account~~accordingly, ~~during the~~no ~~fourth~~monthly ~~quarter~~repurchase table ofis ~~its~~presented ~~fiscal~~pursuant ~~year~~to ~~ending~~Item ~~June~~703 ~~30,~~of ~~2024~~Regulation S-K.

~~SMALL~~The ~~BUSINESS~~Company ~~ISSUER~~maintains ~~PURCHASES~~a OFshare ~~EQUITY~~repurchase ~~SECURITIES~~program originally announced on January 13, 1998 and subsequently increased by the Board of Directors on February 10, 2023; October 12, 2004; November 15, 2012; September 23, 2019; and December 20, 2021. Repurchases, if any, may be made from time to time in the open market or through privately negotiated transactions, subject to market conditions and other factors, and the program has no stated expiration date. As of June 30, 2025, approximately 39,209 shares remained available for repurchase under the authorizations.

Fiscal 2024 Period	(a) Total Number of Shares Purchased		(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number of shares that May Yet be Purchased Under the Plans or Programs
Month #1 (April 1- April 30)		3,454	$	20.56		3,454		68,564
Month #2 (May 1- May 31)		2,788	$	20.32		2,788		65,776
Month #3 (June 1- June 30)		2,017	$	20.88		2,017		63,759
TOTAL:		8,259	$	20.56		8,259		63,759

The Company has only one stock repurchase program. The program was initially announced on January 13, 1998 and was amended on February 10, 2003 and October 12, 2004. The total number of shares authorized to be repurchased pursuant to those prior authorizations was 870,000, adjusted for stock splits. On June 3, 2009, the Board of Directors authorized the Company to purchase up to an additional 125,000 shares of Company’s common stock. On November 15, 2012, the Board of Directors authorized the Company to purchase up to an additional 100,000 shares of Company’s common stock. On September 23, 2019, the Board of Directors authorized the Company to purchase up to an additional 120,000 shares of Company’s common stock. On December 20, 2021, the Board of Directors authorized the Company to purchase up to an additional 125,000 shares of Company’s common stock. The purchases will be made, in the discretion of management, from time to time, in the open market or through privately negotiated third party transactions depending on market conditions and other factors. The Company’s repurchase program has no expiration date and can be amended and increased, from time to time, in the discretion of the Board of Directors. No plan or program expired during the period covered by the table.

Item 6. Reserved.

~~Not applicable~~Reserved.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements, related notes included thereto and Item 1A., - “Risk Factors,” appearing elsewhere in this Annual Report on Form 10-K. ~~For~~Under the ~~discussion~~SEC’s ~~and~~Item ~~analysis~~303 ofmodernization, ~~our~~we ~~2023~~have ~~financial~~omitted ~~condition~~a ~~and~~discussion ~~results~~of the earlier year. For a comparison of ~~operations~~fiscal ~~compared~~2024 to ~~2024~~fiscal 2023, refer to Item 7., – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ofin our Annual Report onof Form 10-K for the year ended June 30, 2024, which is incorporated herein by reference.

~~NEGATIVE~~MARKET ~~EFFECTS~~CONDITIONS OFIN ~~THE PUBLIC PERCEPTION OF~~ SAN FRANCISCO

~~The~~We ~~San~~continue ~~Francisco hospitality community continues~~ to ~~struggle~~monitor ~~with~~ the ~~perception~~San ~~that~~Francisco ~~the~~lodging ~~city~~market, isincluding ~~plagued~~changes ~~with~~in ~~homelessness~~business travel, ~~open~~convention ~~air drug use~~activity, ~~dirty streets~~tourism, ~~rampant~~public ~~crime~~safety initiatives, and anbroader ~~exodus~~economic ~~of business and retail establishments~~conditions. ~~While~~Demand ~~these~~trends ~~issues do exist, they~~ are ~~not~~influenced ~~anywhere near~~by the ~~levels~~region’s attechnology ~~which~~sector, ~~people~~convention ~~outside of the city believe them to be including those responsible for travel for organizations~~ and ~~individual~~group ~~leisure~~calendars, ~~travelers.~~and Weoverall ~~know~~macroeconomic ~~this~~conditions. toManagement beevaluates ~~true~~these astrends ~~our~~and ~~sales~~related ~~team~~uncertainties ~~along~~when ~~with~~planning ~~the~~pricing, sales ~~team of SF Travel report these concerns as the biggest~~ ~~impact on companies choosing not to bring their events to San Francisco. The city has done a great job of cleaning up the streets~~ and is ~~just getting started on clearing out homeless encampments~~marketing, ~~that~~and ~~will~~capital ~~take~~allocation ~~time but should help the perception of city to those looking at us as a potential destination~~strategies. ~~Compounding~~See ~~the~~“Risk ~~issue~~Factors” isfor a ~~tight~~discussion ~~Mayoral race in which all the candidates, with the exception~~ of ~~one, the~~factors ~~incumbent,~~that ~~are~~could ~~looking~~adversely ~~to play up these issues in an effort to get them elected by highlighting the shortcomings of the city. Many~~affect ofdemand ~~the~~for ~~positive~~our stories coming out about the city and its recovery, including the explosion of AI and the companies at the forefront of it based out of San Francisco are helping to change the narrative back to one of innovation and the future of technologyHotel.

24REAL ESTATE

Real estate carried at historical cost; book values may understate economic value. Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires real estate to be carried at historical cost less accumulated depreciation and, where applicable, impairment. We do not record increases in the fair value of our properties to reflect market conditions or replacement cost. As a result, the carrying values of certain long-held assets may be significantly lower than their estimated market values. Management believes the intrinsic value of the Company—driven in part by the long holding periods of many properties and relatively modest mortgage balances on those assets—is not fully reflected in the historical cost basis presented on our balance sheet. These views are qualitative in nature; we have not obtained portfolio-wide third-party appraisals and do not undertake to do so. Actual realizable values are subject to market conditions, property-specific factors, transaction costs and taxes, and may differ materially from management’s views.

RESULTS OF OPERATIONS

As of June 30, ~~2024~~2025, the Company owned approximately 75.79% of the common shares of Portsmouth Square, Inc. The Company’s principal sources of revenue are revenues from the ~~hotel~~Hotel owned by Portsmouth, rental income from its investments in multi-family and commercial real estate properties, and income received from investment of its cash and securities assets.

Portsmouth’s primary asset is a 544-room hotel property located at 750 Kearny Street, San Francisco, California 94108, known as the “Hilton San Francisco Financial District” (the “Hotel” or the “Property”) and related facilities, including a five-level underground parking garage. The financial statements of Portsmouth ~~have~~are ~~been~~ consolidated with those of the Company.

In addition to the operations of the Hotel, the Company also generates income from the ownership and management of its real estate. Properties include sixteen apartment complexes, one commercial real estate property, and three single-family houses as strategic investments. The properties are located throughout the United States but are concentrated in Texas and Southern California. The Company also has an investment in unimproved real property in Hawaii.

The Company acquires its investments in real estate and other investments utilizing cash, securities, or debt, subject to approval or guidelines of the Board of Directors. The Company also invests in income-producing instruments, equity and debt securities and will consider other investments if such investments offer growth or profit potential.

Fiscal Year Ended June 30, ~~2024~~2025, Compared to Fiscal Year Ended June 30, ~~2023~~2024

~~The~~For the fiscal year ended June 30, 2025, the Company ~~had~~reported a net loss of $127,~~556~~547,000 ~~for the year ended June 30~~, ~~2024~~ compared to a net loss of $912,~~932~~556,000 for the year ended June 30, ~~2023~~ 2024. Income from operations was $17,~~454~~643,000 ~~for~~in ~~the~~fiscal ~~year ended June 30~~2025, ~~2024~~an ~~and~~increase ~~income~~ from ~~operations was~~ $41,~~336~~454,000 for ~~fiscal~~the year ended June 30, ~~2023~~2024. Losses ~~The~~from ~~Company~~marketable ~~recorded~~securities ~~losses~~transactions oftotaled $12,~~633~~502,000 ~~from~~for ~~marketable~~the ~~securities transactions during fiscal~~ year ended June 30, ~~2024~~2025, as compared to ~~gains~~losses of $581,633,000 for ~~during~~the ~~fiscal~~ year ended June 30, ~~2023~~2024. ~~Gain~~Interest onexpense ~~insurance~~increased ~~recovery~~to of $213,~~692~~556,000 ~~was~~for ~~recorded during~~the ~~fiscal~~ year ended June 30, ~~2023.~~2025, ~~The~~from ~~Company incurred interest expense of~~ $12,007,000 ~~and~~for ~~$8,585,000~~the year ~~during fiscal years~~ ended June 30, 2024 ~~and 2023~~, ~~respectively, or~~ an increase of $31,~~422~~549,000, primarily asdue ato ~~result~~higher ofinterest ~~additional~~costs ~~interest~~associated ~~being~~with ~~incurred~~the inCompany’s ~~its~~Hotel ~~hotel operation~~operations.

Hotel Operations

The Company had ~~net~~a loss of $74,~~154~~166,000 from Hotel operations for the year ended June 30, ~~2024~~2025 compared to ~~net~~a loss of $17,~~712~~154,000 for the ~~year~~ year ended June 30, ~~2023~~2024. The ~~change~~decrease ~~was primarily attributable to the increase of $1,682,000~~ in ~~operating expenses and the $2,940,000 increase in interest expense. The Hotel had an income~~ pre-tax ~~provision~~loss ~~expense~~for ~~adjustment~~fiscal of2025 ~~$7,912,000~~compared atto ~~June~~fiscal 302024, ~~2023~~was ~~mainly~~primarily ~~due~~attributable to aincreased hotel ~~valuation~~room ~~allowance~~revenues onand ~~our~~to ~~deferred~~the ~~tax assets. The increase in pre~~refinancing-~~tax~~related ~~loss~~waiver ~~during June 30, 2024 over 2023, was as a result~~ of ~~increased operating~~default ~~expenses,~~interest ~~increased~~and ~~mortgage~~forbearance ~~interest~~fees ~~expense~~ from the 4%mezzanine ~~default~~lender. In ~~additional~~connection with ~~interest rate on~~ the ~~senior~~March ~~and~~2025 ~~mezzanine~~refinancing, ~~loans as provided in~~ the ~~Forbearance~~mezzanine ~~Agreement~~lender ~~entered~~waived ~~into~~certain ~~with~~previously ~~its~~accrued ~~senior~~default interest and ~~mezzanine~~forbearance ~~lenders~~amounts; ~~retroactive~~the Company torecognized ~~January~~a $1,.416 ~~2024~~million ~~and~~gain anon ~~increase in~~extinguishment ~~related~~of ~~party~~debt ~~accrued~~in ~~interest~~fiscal ~~expense~~2025 ~~due~~in toaccordance awith ~~higher~~ASC ~~balance due Intergroup~~405-20.

2523

The following tables set forth a more detailed presentation of Hotel operations for the years ended June 30, ~~2024~~2025 and ~~2023~~2024.

For the year ended June 30,	~~2024~~2025			~~2023~~2024
Hotel revenues:
Hotel rooms	$	3539,~~239~~648,000		$	35,~~684~~239,000
Food and beverage		32,~~213~~862,000			23,~~625~~213,000
Garage		23,~~988~~214,000			2,~~790~~988,000
Other operating departments		~~446~~639,000			~~928~~446,000
Total hotel revenues		41,886,000			42,027,000
Total Hotel revenues		46,363,000			41,886,000
Operating expenses excluding depreciation and amortization		(3637,~~139~~631,000	)		(3436,~~457~~139,000	)
Operating income interest, depreciation and amortization		5,747,000			7,570,000
Operating income before interest, depreciation and amortization		8,732,000			5,747,000
Interest expense - mortgage		(9,407,000	)		(6,467,000	)
Gain on extinguishment of debt		1,416,000			-
Depreciation and amortization expense		(3,494,000	)		(2,815,000	)
Interest expense - mortgage		(10,680,000	)		(9,407,000	)
Net loss from Hotel operations	$	(7,154,000	)	$	(1,712,000	)
Depreciation and amortization expense		(3,634,000	)		(3,494,000	)
Net loss from Hotel operations	$	(4,166,000	)	$	(7,154,000	)

For the year ended June 30, ~~2024~~2025, the Hotel had operating income of $58,~~747~~732,000 before interest, depreciation, and amortization on total operating revenues of $4146,~~886~~363,000. The following table sets forth the monthly average occupancy percentage of the Hotel for the fiscal years ended June 30, ~~2024~~2025 and ~~2023~~2024.

Month	Jul			Aug			Sep			Oct			Nov			Dec			Jan			Feb			Mar			Apr			May			Jun			Fiscal Year
Year	~~2023~~2024			~~2023~~2024			~~2023~~2024			~~2023~~2024			~~2023~~2024			~~2023~~2024			~~2024~~2025			~~2024~~2025			~~2024~~2025			~~2024~~2025			~~2024~~2025			~~2024~~2025			~~2023~~2024 – ~~2024~~2025
Average Occupancy %		8196	%		8996	%		9396	%		8394	%		7983	%		8087	%		8090	%		7886	%		7691	%		7391	%		7893	%		8793	%		8292	%

Year		~~2022~~2023				~~2022~~2023				~~2022~~2023				~~2022~~2023				~~2022~~2023				~~2022~~2023				~~2023~~2024				~~2023~~2024				~~2023~~2024				~~2023~~2024				~~2023~~2024				~~2023~~2024				~~2022~~2023 – ~~2023~~2024
Average Occupancy %			9381	%			9489	%			9593	%			8983	%			8279	%			7780	%			7680	%			7778	%			8176	%			6573	%			8078	%			8387	%			8382	%

~~Beginning~~Total inoperating ~~November~~expenses ~~2022,~~increased ~~the occupancy of our hotel has been reduced~~ by ~~approximately~~$1,492,000 ~~13%~~due ~~- 18% every month~~ to ~~reflect~~increases ~~the~~in ~~“out-of-order” rooms~~union ~~that~~salaries ~~were~~and ~~being renovated at any given time. As of June 30~~wages, ~~2024,~~Hilton ~~the~~marketing ~~guestroom~~and ~~renovation~~guest ~~was~~loyalty ~~completed. Additionally~~fees, ~~14 guest~~credit ~~rooms~~card ~~will~~fees, beand ~~added~~travel ~~during~~agent ~~fiscal~~and ~~year~~group ~~2025 to inventory as a result of renovating such rooms which had been repurposed for administrative offices in past years~~commissions.

~~Total~~The ~~operating~~following ~~expenses~~table ~~increased~~sets byforth ~~$1,682,000~~the ~~due~~average todaily ~~increase~~room ~~in rooms~~rate, ~~food~~average occupancy percentage and ~~beverage,~~room ~~salaries~~revenue ~~and~~per ~~wages,~~available ~~utilities,~~room ~~credit~~(“RevPAR”) of ~~card~~the ~~commissions~~Hotel for the year ended June 30, ~~and~~ ~~franchise~~2025 ~~fees~~and 2024.

The following table sets forth the average daily room rate, average occupancy percentage and room revenue per available room (“RevPAR”) of the Hotel for the year ended June 30, 2024 and 2023.

For the Year Ended June 30,	Average Daily Rate		Average Occupancy %			RevPAR

2025	$	218		92	%	$	200
2024	$	217		82	%	$	177

For the Year Ended June 30,	Average Daily Rate		Average Occupancy %			RevPAR
2024	$	217		82	%	$	177
2023	$	217		83	%	$	180

26The Hotel’s revenues increased by 10% year over year. Average daily rate increased by $1, average occupancy increased 10%, and RevPAR increased by $23 for the twelve months ended June 30, 2025 compared to the twelve months ended June 30, 2024.

The Hotel’s revenues decreased by less than 1% year over year. Average daily rate remained the same, average occupancy decreased 1%, and RevPAR increased by $3 for the twelve months ended June 30, 2024 compared to the twelve months ended June 30, 2023.

The Hotel started its’ full renovation of all guest rooms and suites mid-November 2022 and completed the renovation by June 30, 2024.

Real Estate Operations

Revenues from real estate operations increased ~~for~~to ~~June 30~~$18,015,000 ~~2024~~in ~~and~~fiscal ~~2023~~2025 atand $16,254,000 ~~and~~in ~~$15~~fiscal 2024,~~580,000~~ primarily as the result of higher occupancy and increased rental rates. Real estate operating expenses decreased to $9,~~836~~550,000 from $109,~~017~~836,000 primarily due to ~~decrease~~a decrease in ~~salaries~~vacancy at our Missouri property, which rebranding and ~~related~~is ~~costs~~undergoing renovation. Management continues to review and analyze the Company’s real estate operations to improve occupancy and rental rates and to reduce expenses and improve ~~efficiency~~efficiencies.

Investment Transactions

The Company had a net loss on marketable securities of $~~485~~1,347,000 for the year ended June 30, ~~2024~~2025 compared to a net ~~income~~loss on marketable securities of $1485,~~126,~~000 for the year ended June 30, ~~2023~~2024.

For the year ended June 30, ~~2024~~2025, the Company had a net realized ~~gain~~loss of $1329,~~251,~~000 and a net unrealized loss of $1,~~736~~018,000. For the year ~~ended~~ ended June 30, ~~2023~~2024, the Company had a net realized ~~loss~~gain of $1,~~712~~251,000 and a net unrealized ~~gain~~loss of $21,~~838~~736,000.

Gains and losses on marketable securities may fluctuate significantly from period to period in the future and could have a significant impact on the Company’s results of operations. However, the amount of gain or loss on marketable securities for any given period ~~may~~is ~~have~~not nonecessarily predictive, ~~value~~ and variations ~~in amount~~ from period to period may have nolimited analytical value. For a more detailed description of the composition of the Company’s marketable securities see the Marketable Securities section below.

During the years ended June 30, ~~2024~~2025 and ~~2023~~2024, the Company performed an impairment analysis of its other investments and determined that its investments had other than temporary impairment and recorded impairment losses of $~~5,000~~0 and $05,000, respectively.

The Company and its subsidiary Portsmouth compute and file income tax returns and prepare separate income tax provisions for financial reporting. ~~The~~Portsmouth ~~Company~~ does not record an income tax benefit from its pre-tax losses due to its continued operating losses ~~during~~in each of the past three consecutive taxable years. ~~However, for the year ended June 30, 2023, an expense of $7,912,000 income tax expense was recorded due to the setup of a valuation allowance on deferred tax assets.~~

2725

MARKETABLE SECURITIES AND OTHER INVESTMENTS

As of June 30, ~~2024~~2025 and ~~2023~~2024, the Company had investments in marketable equity securities of $7969,~~454,~~000 and $187,~~345~~454,000, respectively. The following table shows the composition of the Company’s marketable securities portfolio by selected industry groups:

As of June 30, 2025 Industry Group	Fair Value		% of Total Investment Securities
REITs and real estate companies	$	966,000		99.6	%
Technology		3,000		0.4	%
	$	969,000		100.0	%

As of June 30, 2024 Industry Group	Fair Value		% of Total Investment Securities
REITs and real estate companies	$	3,358,000		45.1	%
Communication services		1,994,000		26.7	%
T-Notes		933,000		12.5	%
Energy		303,000		4.1	%
Financial services		269,000		3.6	%
Healthcare		179,000		2.4	%
Utilities		163,000		2.2	%
Industrial		159,000		2.1	%
Basic materials		75,000		1.0	%
Technology		21,000		0.3	%
	$	7,454,000		100.0	%

As of June 30, 2023 Industry Group	Fair Value		% of Total Investment Securities
REITs and real estate companies	$	6,985,000		38.1	%
Technology		2,779,000		15.1	%
T-Notes		2,093,000		11.4	%
Financial services		1,865,000		10.2	%
Consumer cyclical		1,689,000		9.2	%
Basic materials		1,047,000		5.7	%
Healthcare		739,000		4.0	%
Communication services		566,000		3.1	%
Industrial		485,000		2.7	%
Utilities		97,000		0.5	%
	$	18,345,000		100.0	%

As of June 30, 2025 the Company’s investment portfolio was comprised of two different equity positions. The portfolio is concentrated, with one investment accounting for a significant majority of the total equity value. Specifically, the Company held common stock of American Realty Investors, Inc. (NASDAQ: ARL), which represented approximately 99% of the total equity investment portfolio as of the reporting date. American Realty Investors, Inc. is included in the REITs and real estate companies industry group.

As of June 30, 2024, the Company’s investment portfolio iswas diversified with 24 different equity positions. The Company holds two ~~equity~~ equity securities that comprised more than 10% of the equity value of the portfolio. The two largest security positions represent 28% and 22% of the portfolio and ~~consists~~consist of the common stock of American Realty Investors, Inc. (NASDAQ: ARL) and Alphabet Inc. (NASDAQ: GOOG), which are included in the REITs and real estate companies and Communication Services, respectively.

~~As of June 30, 2023, the Company’s investment portfolio is diversified with 59 different equity positions.~~ The ~~Company holds one equity~~ ~~security~~following ~~that~~table ~~comprised~~shows ~~more than 10% of~~ the ~~equity~~net ~~value~~loss ofon the ~~portfolio.~~Company’s ~~The~~marketable ~~three~~securities ~~largest security position represent 19%, 4%,~~ and 4% of the ~~portfolio~~associated ~~and~~margin ~~consists~~interest ofand ~~the~~trading ~~common stock of American Realty Investors, Inc. (NASDAQ: ARL), Ouster Inc – Common Stock~~expenses ~~(NASDAQ:~~for ~~OUST), and Bank Hawaii Corp (NASDAQ: BOH), which are included in~~ the ~~REITs~~respective ~~and real estate companies, Financial Services, and Financial Services industry groups, respectively~~years.

The following table shows the net (loss) gain on the Company’s marketable securities and the associated margin interest and trading expenses for the respective years.

For the years ended June 30,	2025			2024
Net loss on marketable securities	$	(1,347,000	)	$	(485,000	)
Impairment loss on other investments		-			(5,000	)
Dividend and interest income		161,000			405,000
Margin interest expense		(806,000	)		(1,013,000	)
Trading expenses		(510,000	)		(535,000	)
Net loss from marketable securities operations	$	(2,502,000	)	$	(1,633,000	)

For the years ended June 30,	2024			2023
Net (loss) gain on marketable securities	$	(485,000	)	$	1,126,000
Impairment loss on other investments		(5,000	)		-
Dividend and interest income		405,000			485,000
Margin interest expense		(1,013,000	)		(848,000	)
Trading expenses		(535,000	)		(705,000	)
Net (loss) gain from marketable securities operations	$	(1,633,000	)	$	58,000

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL SOURCES

~~The~~As of June 30, 2025, the Company had total cash, ~~and~~ cash equivalents, ofand restricted cash $415,~~333~~195,000 ~~and~~(including $553,~~960,~~000 classified as ~~of June 30, 2024 and 2023, respectively. The Company had restricted~~held ~~cash~~for ofsale) ~~$4,361,000~~compared ~~and~~to $68,~~914~~694,000 as of June 30, 2024 ~~and 2023, respectively~~. The Company ~~had~~also held marketable securities, net of margin ~~due to~~balances, ~~securities brokers and obligations for securities sold~~ of $7969,~~266,~~000, compared ~~and~~to $157,~~328~~266,000 asat of June 30, 2024 ~~and 2023, respectively~~. These marketable securities are short-term ~~investments~~ and ~~liquid~~considered inreadily ~~nature~~convertible to cash.

OnParent ~~December~~Company ~~16, 2020, Justice and~~ (InterGroup) ~~entered~~— ~~into~~Liquidity ~~a loan modification agreement which increased Justice’s borrowing from InterGroup as needed up to $10,000,000~~ and ~~extended~~Capital the maturity date of the loan to July 31, 2021. As of the date of this report, the maturity date was extended to July 31, 2025. Upon the dissolution of Justice in December 2021, Portsmouth assumed Justice’s note payable to InterGroup in the amount of $11,350,000. On December 31, 2021, Portsmouth and InterGroup entered into a loan modification agreement which increased Portsmouth’s borrowing from InterGroup as needed up to $16,000,000. In July 2023, Portsmouth and InterGroup entered into a new loan modification agreement which increased Portsmouth’s borrowing from InterGroup up to $20,000,000. In March 2024, Portsmouth and InterGroup entered in a loan modification agreement which increased Portsmouth’s borrowing amount to $30,000,000. Portsmouth agreed to a 0.5% loan modification fee for the increased borrowing of $10,000,000 payable to InterGroup. During the fiscal year ending June 30, 2024 and 2023, InterGroup advanced to the Hotel $10,793,000 and $1,500,000, respectively, bringing the total amounts due to InterGroup were $26,493,000 and $15,700,000 as of June 30, 2024 and 2023. Portsmouth has not made any paid-downs to its note payable to InterGroup. The Company could amend its by-laws and increase the number of authorized shares to issue additional shares to raise capital in the public markets if needed.Resources

~~During~~InterGroup’s ~~the~~liquidity ~~fiscal~~is ~~year~~driven ~~ending~~primarily ~~June~~by: ~~30,~~(i) ~~2024,~~cash ~~the~~generated ~~Company~~by ~~obtained~~its amultifamily ~~second~~and ~~mortgage~~commercial onreal ~~its~~estate ~~358-unit~~portfolio; ~~apartment~~(ii) ~~located~~cash inand ~~Las~~cash ~~Colinas, Texas~~equivalents inheld ~~the~~at ~~amount of $4,573,000. The term of~~ the ~~loan~~parent; is(iii) ~~approximately~~proceeds 7from ~~years~~refinancings ~~with~~at ~~interest~~InterGroup-owned ~~rate~~properties; atand ~~7.60%.~~(iv) ~~During~~limited ~~the~~amounts ~~fiscal~~of ~~year~~marketable ~~ending~~securities. ~~June~~Key ~~30,~~expected ~~2023,~~uses ~~the~~of ~~Company~~cash ~~completed~~at the ~~refinancing~~parent oninclude ~~our~~corporate ~~St. Louis~~G&A, ~~Missouri~~parent-level ~~property~~income ~~$4.9 million loan and obtain a $5~~taxes,~~360,000~~ ~~new two-year~~debt ~~loan~~service aton aInterGroup ~~floating interest rate of 3.1% over the cap 5.5% SOFR. We are currently evaluating other refinancing opportunities~~property-level mortgages, and wecapital ~~could~~expenditures ~~refinance~~for ~~additional~~its multifamily ~~properties~~and ~~should~~other ~~the~~real ~~need~~estate ~~arise, or should management consider the interest rate environment favorable~~assets.

OnParent ~~April~~cash ~~27,~~sources ~~2020, InterGroup entered into a loan agreement (“SBA Loan - InterGroup”) with CIBC Bank USA under the CARES Act~~ and ~~received~~uses loan proceeds in the amount of $453,000. As of March 31, 2021, InterGroup had used all of the $453,000 loan proceeds in qualified payroll expenses. The SBA Loan – InterGroup was scheduled to mature on April 27, 2022 and had a 1.00% interest rate. The SBA Loans are subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration under the CARES Act. If the SBA approves the forgiveness amount, all payments of principal and interest are deferred until the date the forgiveness amount is remitted by the SBA to CIBC. If the SBA does not forgive any amount of the loan, payments would start within 30 days. All unforgiven portion of the principal and accrued interest will be due at maturity. In March of 2021 the SBA had forgiven the full $453,000 of the SBA Loan. In February 2024 InterGroup repaid the loan after an eligibility investigation took place concluding the type of business was ineligible for the ~~loan.~~next ~~The~~twelve ~~repayment~~months ~~of the SBA loan has been recorded as a loss on extinguishment of debt in the condensed consolidated statements of operations for the year ended June 30, 2024.~~include:

	●	Real estate operations: Net operating cash flows from apartment and commercial properties, primarily in Texas and Los Angeles County, California.
	●	Debt service and maturities: Scheduled principal and interest on InterGroup’s property-level mortgages, including recently modified loans in St. Louis (maturity June 5, 2028) and Florence, Kentucky (maturity January 2035). InterGroup evaluates additional refinancing opportunities to optimize liquidity and interest costs.
	●	Capital expenditures: Routine unit turns and building systems maintenance; larger discretionary projects are prioritized based on expected returns and market conditions.
	●	Investments and other: Limited marketable securities activity; InterGroup may opportunistically recycle capital via selective asset sales or refinancings, subject to market conditions.

InterGroup also provides liquidity to Portsmouth through an unsecured related-party revolving credit facility (see “Related Party Credit Facility – InterGroup”). The availability of this facility depends on InterGroup’s own cash, cash flows from operations, and financing capacity. If InterGroup’s liquidity were to be constrained, Portsmouth’s ability to draw on the facility could be limited. InterGroup’s Board (or Audit Committee) oversees related-party transactions in accordance with the Company’s policies and applicable SEC rules.

In February 2025, the Company initiated a plan to dispose of a non-core 12-unit multifamily property in Los Angeles and commenced active marketing in April 2025. The property was classified as held for sale at June 30, 2025. If completed, the sale would provide additional liquidity; the Company currently expects to use any net proceeds for general corporate purposes, which may include debt reduction, reinvestment in the real estate portfolio, and working capital. There is no assurance as to the timing, terms, or completion of the transaction. In the ordinary course of portfolio management, we may selectively dispose of non-core assets or recycle capital where we believe market pricing is attractive. Any such activity will depend on prevailing market conditions, property-level performance, tax consequences, and our capital allocation priorities. We can provide no assurance as to the timing, pricing, or completion of any disposition.

Nasdaq Listing Compliance. As discussed under Item 1A and Item 5, in July 2025 the Nasdaq Hearings Panel granted the Company an extension through September 30, 2025 to regain compliance with Nasdaq Listing Rule 5550(b)(2) (minimum MVLS). On September 17, 2025, the Company received confirmation from Nasdaq that the Company has regained compliance with Listing Rule 5550(b)(2). Nasdaq’s notice stated that, as of September 15, 2025, the Company had demonstrated 11 consecutive business days with a market value of listed securities above $35 million, thereby satisfying the requirement. As a result, the Panel granted the Company’s request for continued listing, and the matter is now closed.

Related Party Credit Facility – InterGroup

Portsmouth maintains an unsecured related-party revolving credit facility with its parent company, InterGroup, for contingency liquidity purposes; however, as of the date of this report Hotel operations have been self-funded and no incremental draws have been required to support operating needs. The facility, originally entered into in 2014 and subsequently modified, has undergone several amendments since inception.

Key modifications include:

	●	December 2021: Portsmouth assumed $11.35 million in outstanding debt upon the dissolution of Justice Investors L.P.
	●	July 2023: Increased available borrowings to $20,000,000 and extended maturity to July 31, 2025 with a 0.5% loan modification fee.
	●	March 2024: Increased available borrowings to $30,000,000 with a 0.5% loan modification fee
	●	March 2025: Further increased available borrowing capacity to $40,000,000 and extended the maturity to July 31, 2027.
	●	May 2025: Reduction of interest rate from 12% to 9%.

The facility now bears 9% annual interest, is interest-only, and may be prepaid at any time without penalty. During the fiscal year ended June 30, 2025, Portsmouth borrowed an additional $11,615,000 to fund Hotel refinancing and Hotel operations. As of June 30, 2025, the outstanding balance was $38,108,000, and Portsmouth had not made any principal repayments. This facility remains a critical source of liquidity and flexibility for Portsmouth. See also Note 9 – Other Financing Transactions. All material intercompany accounts and transactions have been eliminated in consolidation.

Intergroup Real Estate – Recent Financing Activity

During the fiscal year ending June 30, 2025, the Company refinanced the mortgage on its 157-unit apartment located in Florence, Kentucky in the amount of $9,800,000. The term of the loan is approximately 10 years with an interest rate of 5.40%. The loan matures in January 2035. In May 2025 we amended the loan on our St. Louis, Missouri property, establishing a maturity of June 5, 2028. In May 2025 the Company made a principal reduction payment of $344,000.

During the fiscal year ending June 30, 2024, the Company obtained a second mortgage on its 358-unit apartment located in Las Colinas, Texas in the amount of $4,573,000. The term of the loan is approximately 7 years with an interest rate of 7.60%.

Liquidity Requirements and Material Cash Requirements

Material Cash Requirements

Our material cash requirements arise from (i) debt service and maturities on property-level mortgages within InterGroup’s real estate portfolio, (ii) recurring capital expenditures across our multifamily and commercial properties, (iii) corporate general and administrative costs and income taxes, and (iv) on a consolidated basis, debt service and required reserve deposits related to the Hilton San Francisco Financial District (the “Hotel”). See Note 2 – Liquidity, Note 10 – Mortgage Notes Payable, and Note 17 – Commitments and Contingencies.

Parent-level (InterGroup) liquidity and cash requirements

InterGroup’s liquidity is primarily supported by cash flows generated from its owned real estate portfolio (not Hotel operations), supplemented by cash on hand and, where appropriate, property-level financing. Historically, Portsmouth has paid only limited dividends to all of its shareholders, and none in the last 12 years; accordingly, we do not rely on Portsmouth or the Hotel for parent liquidity.

Near-term parent cash requirements include:

	●	Debt service and required escrows on InterGroup’s property-level mortgages within the multifamily and commercial portfolio (see Note 10 for terms and maturities).
	●	Recurring capital expenditures to maintain safety, habitability, and competitiveness of our properties. We expect to fund these primarily from property operating cash flows and, as needed, property-level financing.
	●	Corporate G&A and income taxes.
	●	Board-authorized share repurchases, if any, which are discretionary and subject to market conditions and liquidity.

Longer-term parent cash requirements include:

	●	Scheduled mortgage maturities and potential refinancings within our real estate portfolio (see the contractual obligations table under “Material Contractual Obligations” in this MD&A and Note 10).
	●	Value-add and repositioning capital for select properties, evaluated based on expected returns and available liquidity.

As of June 30, 2025, we had cash and cash equivalents of $5.1 million and marketable securities, net of margin balances, of $1.0 million (see Note 2 and Note 6). We also expect cash generated from real estate operations to continue to be our principal source of parent liquidity. We may from time to time consider asset sales, refinancings, or equity issuance (subject to Board and, if required, stockholder approval) as part of broader capital planning. See Note 9 for additional financing information.

Consolidated (including Portsmouth) liquidity and cash requirements

On a consolidated basis, our material cash requirements also include those of Portsmouth and the Hotel:

	●	Hotel debt service consisting of interest-only payments on the senior mortgage loan with Prime Finance and the mezzanine loan with CRED REIT Holdco LLC, as well as required reserve deposits (taxes, insurance, and FF&E) and compliance with lender-approved budgets. See Note 10 – Mortgage Notes Payable for terms.
	●	Cash Management Agreement. Under the Cash Management Agreement with Prime Finance and Wells Fargo Bank, all Hotel receipts are deposited into a lender-controlled account and disbursed for approved operating expenses, debt service and required reserves. A cash sweep applies during periods when DSCR thresholds are not met. These arrangements restrict upstream distributions from the Hotel until the applicable conditions are satisfied. See Note 17 – Commitments and Contingencies.

Given these restrictions and the Hotel’s current cash management framework, we do not budget for parent-level liquidity from Hotel cash flows.

Contractual obligations and maturities

A summary of our contractual obligations, including principal and interest by year, is presented in “Material Contractual Obligations” within this Item 7 and in Note 10 – Mortgage Notes Payable. We have no material off-balance sheet arrangements. See “Off-Balance Sheet Arrangements”.

Outlook

Based on current cash, expected cash flows from InterGroup’s real estate operations, and access to property-level financing, management believes existing liquidity sources are sufficient to meet parent-level material cash requirements for at least the next 12 months. On a consolidated basis, Portsmouth’s March 28, 2025 refinancing improved its maturity profile and liquidity; Portsmouth remains current on required debt service. Nonetheless, uncertainties remain, including interest-rate levels, operating costs, capital needs in our real estate portfolio, and, for the Hotel, San Francisco market conditions and loan covenant/DSCR requirements. We will continue to monitor these factors and adjust operating plans and capital allocation accordingly. See Note 2 – Liquidity and Risk Factors.

Management’s Liquidity Assessment

As further discussed in Note 2 – Liquidity, the Company has taken proactive steps to stabilize its liquidity profile, including:

	●	Completion of a refinancing of its senior and mezzanine debt in March 2025,
	●	Continuing cost controls and selective capital expenditure deferrals,
	●	Strategic use of related party financing, and
	●	Maintenance of a lender-controlled lockbox cash management system.

While management believes that current liquidity sources and available borrowing capacity will be sufficient to support near-term working capital needs—even in the event of continued pressure on hotel performance indicators such as occupancy and RevPAR—there can be no assurance that unforeseen market or operational conditions will not adversely affect the Company’s liquidity position.

From a parent-only perspective, InterGroup expects to fund its obligations primarily from real estate operating cash flows, property-level refinancings and sale of non-core properties depending on market conditions. Management monitors interest-rate and capital-markets conditions and may adjust capital allocation (including deferring discretionary capex or pursuing asset sales) to preserve liquidity.

As of March 28, 2025, the Hotel senior mortgage was refinanced and the mezzanine loan amended at the Portsmouth subsidiary level. The related cash-management/lockbox applies only to the Hotel loan structure; it does not restrict InterGroup’s non-Hotel properties. InterGroup is not the primary obligor on the Hotel financing and has provided only limited non-recourse “carve-out/springing recourse” guaranties (see Note 10 and ASC 460 discussion). Portsmouth’s Hotel operations are currently self-funded under the existing cash-management structure. See Item 15(a)(3) – Exhibits. The senior loan agreement, mezzanine loan amendment, and cash management agreement are incorporated by reference to Portsmouth Square, Inc.’s Form 10-K for the year.

The Company continues to evaluate strategic alternatives and operational adjustments in response to ongoing macroeconomic and market-specific challenges in San Francisco’s hospitality sector and broader multifamily markets.

Going Concern — Portsmouth (Subsidiary Only)

The going-concern uncertainty discussed below pertains solely to Portsmouth Square, Inc. (“Portsmouth”), the Company’s majority-owned subsidiary. InterGroup (parent) has not had a going-concern uncertainty.

In the Company’s June 30, 2024 Form 10-K and subsequent Form 10-Q, maturities of Portsmouth’s senior mortgage and mezzanine loans on January 1, 2024, together with related default notices, raised substantial doubt about Portsmouth’s ability to continue as a going concern.

On March 28, 2025, Portsmouth completed a comprehensive refinancing of its senior mortgage and modified its mezzanine loan, improving maturities, pricing and covenant profile. Since closing, Portsmouth has remained current on required debt service and continued property upgrades intended to support operating performance. In March 2025 and May 2025, Portsmouth’s related-party revolving credit facility with InterGroup was amended to increase capacity to $40,000,000, extend maturity to July 31, 2027, and reduce the interest rate to 9%, providing contingency liquidity (see Note 8 — Related-Party Financing). See Note 9 — Mortgage Notes Payable for loan terms.

Based on the refinancing and current forecasts for the twelve months following issuance, management concluded that the conditions and events that initially raised substantial doubt have been alleviated and that substantial doubt does not exist for Portsmouth as of issuance under ASC 205-40.

Market dynamics in San Francisco and broader macroeconomic factors—including potential pressure on occupancy and RevPAR—could adversely affect Portsmouth’s results and, indirectly, consolidated liquidity (e.g., through covenant or cash-management constraints on distributions). Management will continue to monitor conditions and adjust operations and capital allocation as necessary. See Note 1 — Basis of Presentation (Going Concern) for the Company’s detailed going-concern disclosure related to Portsmouth.

~~Our~~MATERIAL ~~known~~CASH ~~short-term~~REQUIREMENTS ~~liquidity~~FROM ~~requirements~~CONTRACTUAL ~~primarily~~AND ~~consist~~OTHER of funds necessary to pay for operating and other expenditures, including management and franchise fees, corporate expenses, payroll and related costs, taxes, interest and principal payments on our outstanding indebtedness, and repairs and maintenance of the Hotel.OBLIGATIONS

~~Our~~The ~~long-term~~following ~~liquidity~~table ~~requirements~~summarizes, ~~primarily~~as ~~consist~~ of ~~funds~~June ~~necessary~~30, to2025, ~~pay for scheduled debt maturities and capital improvements of the Hotel and~~ our ~~real~~material ~~estate~~contractual ~~properties. We will continue to finance our business activities primarily with existing cash,~~ (including ~~from~~ ~~the~~estimated ~~activities~~interest) ~~described above,~~ and ~~cash~~other ~~generated from our operations. The objectives of our~~ cash ~~management policy are to increase~~requirements. ~~existing~~A ~~leverage~~tabular ~~levels~~presentation ~~and~~is ~~the~~provided ~~availability~~for ofinvestor ~~liquidity,~~clarity; ~~while minimizing operational costs. However~~however, ~~there~~Item ~~can~~303 be no ~~guarantee~~longer ~~that management~~requires ~~will~~a becontractual ~~successful~~obligations ~~with its plan~~table.

Going Concern

			Year		Year		Year		Year		Year
	Total		2026		2027		2028		2029		2030		Thereafter
Mortgage and subordinated notes payable	$	197,760,000	$	1,229,000	$	106,663,000	$	6,588,000	$	1,845,000	$	16,032,000	$	65,403,000
Other notes payable		1,979,000		567,000		463,000		317,000		317,000		315,000		-
Interest		40,807,000		11,665,000		13,418,000		2,645,000		2,580,000		2,436,000		8,063,000
Total	$	240,546,000	$	13,461,000	$	120,544,000	$	9,550,000	$	4,742,000	$	18,783,000	$	73,466,000

~~The~~Of ~~Hotel financial statements have been prepared on a going concern basis, which contemplates~~ the ~~realization~~amounts ~~of assets and satisfaction of liabilities in the normal course of business. As discussed in Note 10 – Mortgage Notes Payable~~shown, asHotel-related ~~of June 30, 2024, the outstanding balance consists of a senior~~ mortgage ~~loan~~ and mezzanine ~~loan~~balances ~~totaling~~are ~~$100,783,000~~obligations ~~net~~ of ~~debt~~Portsmouth’s ~~issuance~~subsidiaries; ~~costs amounting to $679,000.~~InterGroup’s ~~Both~~parent-level ~~loans~~mortgages ~~matured~~relate ~~on January 1, 2024 and were extended~~ to ~~January~~its 1,non-Hotel ~~2025~~real onestate ~~April 29, 2024 through Forbearance Agreements~~portfolio. InSee ~~addition, the~~Note ~~Hotel~~10 ~~has~~for ~~recurring~~obligor/recourse ~~losses and has an accumulated deficit of $117,102,000 which includes a $64,100,000 increase adjustment made in December 2013 as a result of the partnership redemption~~details.

Due to these factors and the Hotel’s ability to successfully refinance the debt on favorable terms in the current lending environment gives rise to substantial doubt about the Hotel’s ability to continue as a going concern for one year after the financial statement issuance date.

On January 4, 2024, the Hotel was made aware of a notice of default (the “Notice”) issued by its senior loan special servicer LNR Partners, LLC to Justice Operating Company, LLC which is the wholly owned subsidiary of Portsmouth. The Notice states that the lender has rights as a result of such defaults, including, but not limited to, acceleration of the loans, foreclosure on collateral and other rights and remedies under the loan documents and otherwise available under the law. On January 10, 2024, the Company filed the required Form 8-K with the Securities and Exchange Commission. During the entire life of the outstanding debt, the Company has made all mortgage payments timely as of the date of maturity and as of June 30, 2024, there were no delinquent amounts due to the senior or mezzanine lenders. On April 29, 2024, the Company entered into forbearance agreements with its senior and mezzanine lenders which establishes, among other customary terms, the new maturity date of January 1, 2025. While the Company successfully entered into the aforementioned forbearance agreements, we continue our efforts to place a longer term refinancing solution to its current senior mortgage and mezzanine debt with potential lenders. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.

The Hotel has successfully completed its full guest-rooms renovation over the last 2 years along with public space, fitness center, corridors, and meeting space. With newly renovated rooms in its Competitive Set of hotels (“CompSet”) and will allow the hotel to continue to drive rate and grow RevPAR over the market and its CompSet. The hotel recently received its annual Quality Assurance inspection from Hilton and received the highest score at least in the hotel’s last decade at 94.45% which is an “Outstanding” ranking by Hilton.

Even during the renovation that took out between 2-4 floors or 50-100 guest rooms of inventory at a time, the Hotel maintained an index of over 100%. At the end of the renovation in June 2024, the Hotel’s trailing 12-month index was 109.6%. During the fiscal year ending June 30, 2024, the Hotel’s CompSet achieved a RevPAR of $161.47 while the Hotel had a RevPAR of $176.99. An excellent achievement for our property while it had roughly 13%-18% of its inventory unavailable over this time period. Since the completion of the renovation, the Hotel has increased its lead in RevPAR on the CompSet dramatically. In the two months since completing the renovation, the Hotel has achieved an average RevPAR index of over 150% for both months. While the CompSet has lost over 15% RevPAR; in these two months, the Hotel has grown over 15% in this metric.

The financial statements do not include any adjustments to the carrying amounts of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

MATERIAL CONTRACTUAL OBLIGATIONS

The following table provides a summary as of June 30, 2024, the Company’s material financial obligations which also includes interest payments.

			Year		Year		Year		Year		Year
	Total		2025		2026		2027		2028		2029		Thereafter
Mortgage and subordinated notes payable	$	190,486,000	$	110,778,000	$	1,161,000	$	3,295,000	$	1,768,000	$	1,843,000	$	71,641,000
Other notes payable		2,388,000		567,000		567,000		463,000		317,000		317,000		157,000
Interest		32,784,000		11,571,000		2,757,000		2,649,000		2,653,000		2,587,000		10,567,000
Total	$	225,658,000	$	122,916,000	$	4,485,000	$	6,407,000	$	4,738,000	$	4,747,000	$	82,365,000

OFF-BALANCE SHEET ARRANGEMENTS

~~The~~As of June 30, 2025, the Company has no material off balance sheet arrangements.

IMPACT OF INFLATION

Hotel room rates are typically impacted by supply and demand factors, not inflation, since rental of a hotel room is usually for a limited number of nights. Room rates can be, and usually are, adjusted to account for inflationary cost increases. Since Aimbridge has the power and ability under the terms of its management agreement to adjust Hotel room rates on an ongoing basis, there ~~should~~is be minimal expected impact on ~~partnership~~ revenues due to inflation. For the two most recent fiscal years, the impact of inflation on the Company’s income ishas not ~~viewed~~been ~~by management as~~ material.

The Company’s residential rental properties provide income from short-term operating leases and no lease extends beyond one year. Rental increases are expected to offset anticipated increased property operating expenses.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Critical accounting policies are those that are most significant to the portrayal of our financial position and results of operations and require judgments by management in order to make estimates about the effect of matters that are inherently uncertain. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts in our consolidated financial statements. We evaluate our estimates on an on-going basis, including those related to the consolidation of our subsidiaries, ~~to our~~ revenues, ~~allowances~~allowance for ~~bad~~doubtful ~~debts~~accounts, accruals, asset impairments, other investments, income taxes, and commitments and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The actual results may differ from these estimates, orand ~~our~~different ~~estimates~~assumptions ~~may~~or beconditions ~~affected~~could bymaterially ~~different~~affect ~~assumptions~~such ~~or conditions~~estimates.

INCOME TAXES

Judgment is required in addressing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws, or interpretations thereof). In addition, we are subject to examination of our income tax returns by the IRS and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements. We evaluate tax positions taken or expected to be taken on a tax return to determine whether they are more likely than not of being sustained, assuming that the tax reporting positions will be examined by taxing authorities with full knowledge of all relevant information, prior to recording the related tax benefit in our consolidated financial statements. If a position does not meet the more likely than not standard, the benefit cannot be recognized. Assumptions, judgment, and the use of estimates are required in determining if the “more likely than not” standard has been met when developing the provision for income taxes. A change in the assessment of the “more likely than not” standard with respect to a position could materially impact our consolidated financial statements.

3130

DEFERRED INCOME TAXES – VALUATION ALLOWANCE

We assess the realizability of our deferred tax assets quarterly and recognize a valuation allowance when it is more likely than not that some or all of our deferred tax assets are not realizable. This assessment is completed by tax jurisdiction and relies on the weight of both positive and negative evidence available, with significant weight placed on recent financial results. Cumulative pre-tax losses for the three-year period are considered significant objective negative evidence that some or all of our deferred tax assets may not be realizable. Cumulative reported pre-tax income is considered objectively verifiable positive evidence of our ability to generate positive pre-tax income in the future. In accordance with GAAP, when there is a recent history of pre-tax losses, there is little or no weight placed on forecasts for purposes of assessing the recoverability of our deferred tax assets. When necessary, we use systematic and logical methods to estimate when deferred tax liabilities will reverse and generate taxable income and when deferred tax assets will reverse and generate tax deductions. Assumptions, judgment, and the use of estimates are required when scheduling the reversal of deferred tax assets and liabilities, and the exercise is inherently complex and subjective. However, significant judgment will be required to determine the timing and amount of any reversal of the valuation allowance in future periods.

HOTEL ASSETS AND DEFINITE-LIVED INTANGIBLE ASSETS

We evaluate property and equipment, and definite-lived intangible assets for impairment quarterly, and when events or circumstances indicate the carrying value may not be recoverable, we evaluate the net book value of the assets by comparing to the projected undiscounted cash flows of the assets. We use judgment to determine whether indications of impairment exist and consider our knowledge of the hospitality industry, historical experience, location of the property, market conditions, and property-specific information available at the time of the assessment. The results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis. When an indicator of impairment exists, judgment is also required in determining the assumptions and estimates to use within the recoverability analysis and when calculating the fair value of the asset or asset group, if applicable. Changes in economic and operating conditions impacting the judgments used could result in impairments to our long-lived assets in future periods. Historically, changes in estimates used in the property and equipment and definite-lived intangible assets impairment assessment process have not resulted in material impairment charges in subsequent periods as a result of changes made to those estimates. There were no indicators of ~~impairment~~Hotel ~~on its hotel~~ investments or intangible assets, and accordingly there were no impairment losses ~~recorded~~ recorded for the years ended June 30, ~~2024~~2025 and ~~2023~~2024.

STOCK-BASED COMPENSATION

We account for stock-based compensation by measuring and recognizing as compensation expense the fair value of all share-based payment ~~awards~~ awards made to employees, including employee stock options, restricted stock awards and employee stock purchases related to the Employee ~~Stock~~ Stock Purchase Plan, or (“ESPP,”) based on estimated grant date fair values. The determination of fair value involves a number of significant estimates. We use the Black Scholes option pricing model to estimate the value of employee stock options which requires a number of assumptions to determine the model inputs. These include the expected volatility of our stock and employee exercise behavior which are based on historical data as well as expectations of future developments over the term of the options.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

~~Not~~This disclosure is not required for smaller reporting companies under applicable SEC regulations.

3231

Item 8. Financial Statements and Supplementary Data.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	~~PAGE~~	PAGE
Report of Independent Registered Public Accounting Firm	34	33
Consolidated Balance Sheets - June 30, 2024 and 2023	36
Consolidated Balance Sheets - June 30, 2025 and 2024		35
Consolidated Statements of Operations - For years ended June 30, 2024 and 2023	37
Consolidated Statements of Operations - For years ended June 30, 2025 and 2024		36
Consolidated Statements of Shareholders’ Deficit - For years ended June 30, 2024 and 2023	38
Consolidated Statements of Shareholders’ Deficit - For years ended June 30, 2025 and 2024		37
Consolidated Statements of Cash Flows - For years ended June 30, 2024 and 2023	39
Consolidated Statements of Cash Flows - For years ended June 30, 2025 and 2024		38
Notes to the Consolidated Financial Statements	40	39

3332

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders, of

The InterGroup Corporation:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The InterGroup Corporation and its subsidiaries (the “Company”) as of June 30, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations, shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the two years in the period ended June 30, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1, the outstanding balance as of June 30, 2024 of the hotel’s mortgage notes payable consists of a senior mortgage loan and mezzanine loan totaling $100,783,000, net of debt issuance costs amounting to $679,000. Both loans matured on January 1, 2024, and were subsequently extended to January 1, 2025 through forbearance agreements. In addition, the Company has recurring losses and has an accumulated deficit. These factors and the Company’s ability to successfully refinance the debt on favorable terms in the current lending environment raise substantial doubt about the Company’s ability to continue as a going concern for one year after the financial statement issuance date. Management’s plans in regard to this matter are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Basis for Opinion

These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

3433

Critical Audit ~~Matters~~Matter

The critical audit ~~matters~~matter communicated below ~~are~~is ~~matters~~a matter arising from the current period audit of the consolidated financial statements ~~that~~ ~~were~~that was communicated or required to be communicated to the audit committee and that: (1) ~~relate~~relates to accounts or disclosures that are ~~material~~ material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of ~~these~~the critical audit ~~matters~~matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we we are not, by communicating the critical audit ~~matters~~matter below, providing a separate opinion on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they~~it ~~relate~~relates.

~~Description~~ Evaluation of the ~~Matters:~~Company’s Ability to Continue as a Going Concern

~~Deferred~~Description of ~~Tax~~the ~~Asset Valuation Allowance~~Matter:

AsThe Company’s recurring losses from operations, negative cash flows, ~~discussed~~accumulated deficit and long-term debt maturities raised substantial doubt about its ability to continue as a going concern. As disclosed in Note 131 to the ~~consolidated~~ financial statements, itthe ~~was~~Company’s ~~determined~~ability ~~that~~to itcontinue isas ~~more~~a ~~likely~~going ~~than~~concern ~~not~~involved ~~that~~management’s ~~a substantial~~evaluation ~~portion~~ of the ~~deferred~~effect ~~tax~~of ~~assets~~successfully atrefinancing ~~June~~Portsmouth’s ~~30,~~long-term ~~2024~~debt and ~~2023~~management’s ~~will~~significant ~~not~~assumptions ~~be realized~~ and ~~thus~~judgments related ato ~~partial~~forecasting ~~valuation~~future ~~allowance has~~cash ~~been recorded~~flows.

We identified the ~~deferred~~evaluation ~~tax~~of ~~asset~~Portsmouth’s ~~valuation~~ability ~~allowance~~to continue as a going concern as a critical audit matter. This matter required especially challenging auditor judgment due to the ~~uncertainty,~~complexity ~~subjectivity, estimates~~ and ~~judgments~~ ~~required~~subjectivity byinvolved in assessing management’s ~~when~~forecasts ~~forecasting~~and ~~future~~assumptions, ~~profitability~~ and ~~determining~~the ~~whether~~potential orimpact ~~not~~on itthe isfinancial ~~likely~~statements ~~that~~if the ~~deferred tax~~going ~~assets~~concern ~~will~~basis bewas not ~~realized~~appropriate.

~~Stock~~How ~~Based~~We ~~Compensation~~Addressed the Matter in Our Audit:

AsTo ~~discussed~~evaluate inthe ~~Note~~Company’s 15conclusion to that the ~~consolidated financial~~conditions ~~statements,~~and ~~the~~events ~~Company~~raising ~~currently~~substantial ~~has~~doubt ~~one~~about ~~equity~~Portsmouth’s ~~compensation~~ability ~~plan,~~to ~~which~~continue isas ~~the~~a ~~Intergroup~~going ~~2010~~concern ~~Omnibus~~have ~~Employee~~been ~~Incentive~~alleviated, we ~~Plan.~~evaluated ~~During~~management’s ~~the~~forecasts ~~year~~that ~~ended~~included ~~June~~underlying 30assumptions, ~~2024~~budget to actual comparisons, ~~the~~current ~~Company~~and ~~granted~~projected 18economic and geographic factors,~~000~~ ~~stock~~the ~~options~~impact of successfully refinancing the long-term debt and ~~extended~~the consideration of subsequent events occurring after the ~~expiration~~balance sheet date. We also evaluated the adequacy of ~~133,195~~the ~~stock options,~~Company’s ~~recording~~disclosures ~~approximately~~regarding ~~$1,309,000~~the alleviation of ~~stock-based~~substantial ~~compensation~~doubt related ~~expense~~to its ability to continue as a going concern and management’s plans and actions to address those concerns.

Auditing the Company’s accounting for stock based compensation required complex auditor judgment due to the subjectivity of assumptions used to value stock based awards. Option-pricing models require the input of various subjective assumptions, including the option’s expected life, estimated forfeiture rates and the price volatility of the underlying stock. The expected stock price volatility is based on analysis of the Company’s stock price history.

How We Addressed the Matters in Our Audit:

Deferred Tax Asset Valuation Allowance

To test the Company’s conclusions about their deferred tax valuation allowance, we audited the deferred tax assets and evaluated the need for a valuation allowance by considering both positive and negative conditions, with the assistance of an internal tax provision specialist. In addition to considering the impact of any subsequent events, we analyzed the Company’s history of cumulative losses in recent years.

Stock Based Compensation

To test the stock based compensation expense, we obtained an understanding of the Company’s process for determining stock based compensation expense, including management’s review controls over the underlying calculations and the significant assumptions used in valuing the awards. We assessed the appropriateness of judgments made by management in determining key assumptions related to the awards. We tested the accuracy of the data used in measuring the awards by agreeing the underlying inputs back to source documents, and assessed the reasonableness of certain inputs by comparing them to evidence obtained from third-party sources. We obtained and reviewed the underlying agreements and performed an independent calculation of the value of the compensation expense related to the awards.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2022.

East Brunswick, NJ

September 30 29, ~~2024~~2025

PCAOB ID Number 100

3534

THE INTERGROUP CORPORATION

CONSOLIDATED BALANCE SHEETS

As of June 30,	~~2024~~2025			~~2023~~2024
ASSETS
Investment in Hotel, net	$	4039,~~901~~519,000		$	40,~~318~~901,000
Investment in real estate, net		4745,~~542~~253,000			4847,~~057~~542,000
Investment in marketable securities		7969,~~454,~~000			187,~~345~~454,000
Cash and cash equivalents		45,~~333~~084,000			54,~~960~~333,000
Restricted cash		410,~~361~~058,000			64,~~914~~361,000
Other assets		32,~~220~~189,000			23,~~764~~220,000
Total assets	$	107,811,000		$	122,358,000
Assets held for sale		1,029,000			-
Total assets	$	104,101,000		$	107,811,000
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Liabilities:
Accounts payable and other liabilities	$	43,~~265~~292,000		$	24,~~574~~265,000
Accounts payable and other liabilities – Hotel		1312,~~757~~672,000			1113,~~616~~757,000
Due to securities broker		-			1,601,000
Obligations for securities sold		-			188,000
Obligations for securities sold		188,000			1,416,000
Other notes payable		1,979,000			2,388,000
Other notes payable		2,388,000			2,954,000
Deferred tax liability		5,348,000			4,724,000
Deferred tax liability		4,724,000			4,927,000
Mortgage notes payable - Hotel		101,519,000			100,783,000
Mortgage notes payable - Hotel		100,783,000			107,117,000
Mortgage notes payable – real estate		93,595,000			88,173,000
Mortgage notes payable - real estate		88,173,000			84,757,000
Total liabilities		218,405,000			214,278,000
Total liabilities		214,278,000			216,962,000
Commitments and contingencies - Note 17		-			-
Shareholders’ deficit:
Preferred stock, $.01 par value, 100,000 shares authorized; none issued		-			-
Common stock, $.01 par value, 4,000,000 shares authorized; 3,459,888 and 3,459,888 issued; 2,178,955 and 2,205,927 outstanding as of June 30, 2024 and 2023, respectively		38,000			33,000
Common stock, $.01 par value, 4,000,000 shares authorized; 3,459,888 and 3,459,888 issued; 2,154,405 and 2,178,955 outstanding as of June 30, 2025 and 2024, respectively		38,000			38,000
Additional paid-in capital		3,~~648~~614,000			23,~~445~~648,000
Accumulated deficit		(6267,~~632~~980,000	)		(5262,~~835~~632,000	)
Treasury stock, at cost, 1,280,933 and 1,253,961 shares as of June 30, 2024 and 2023, respectively		(21,393,000	)		(20,794,000	)
Treasury stock, at cost, 1,305,483 and 1,280,933 shares as of June 30, 2025 and 2024, respectively		(21,787,000	)		(21,393,000	)
Total InterGroup shareholders’ deficit		(8086,~~339~~115,000	)		(7180,~~151~~339,000	)
Non-controlling interest		(2628,~~128~~189,000	)		(2326,~~453~~128,000	)
Total shareholders’ deficit		(~~106~~114,~~467~~304,000	)		(94106,~~604~~467,000	)
Total liabilities and shareholders’ deficit	$	~~107~~104,~~811~~101,000		$	~~122~~107,~~358~~811,000

The accompanying notes are an integral part of these consolidated financial statements.

3635

THE INTERGROUP CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended June 30,	~~2024~~2025			~~2023~~2024
Revenues:
Hotel	$	4146,~~886~~363,000		$	4241,~~027~~886,000
Real estate		1618,~~254~~015,000			1516,~~580~~254,000
Total revenues		5864,~~140~~378,000			5758,~~607~~140,000
Costs and operating expenses:
Hotel operating expenses		(3637,~~139~~631,000	)		(3436,~~457~~139,000	)
Real estate operating expenses		(9,~~836~~550,000	)		(109,~~017~~836,000	)
Depreciation and amortization expense		(6,~~320~~624,000	)		(56,~~464~~320,000	)
General and administrative expense		(42,~~391~~930,000	)		(34,~~333~~391,000	)
Total costs and operating expenses		(56,~~686~~735,000	)		(5356,~~271~~686,000	)
Income from operations		17,~~454~~643,000			41,~~336~~454,000
Other (expense) income:
Interest expense - mortgages		(1213,~~007~~556,000	)		(812,~~585~~007,000	)
Net realized gain (loss) on marketable securities		1,251,000			(1,712,000	)
Net realized (loss) gain on marketable securities		(329,000	)		1,251,000
Net unrealized (loss) gain on marketable securities		(1,736,000	)		2,838,000
Net unrealized loss on marketable securities		(1,018,000	)		(1,736,000	)
Loss on debt extinguishment		(453,000	)		-
Gain (loss) on debt extinguishment		1,416,000			(453,000	)
Gain on insurance recovery		-			2,692,000
Impairment loss on other investments		-			(5,000	)
Impairment loss on other investments		(5,000	)		-
Dividend and interest income		161,000			405,000
Dividend and interest income		405,000			485,000
Trading and margin interest expense		(1,316,000	)		(1,548,000	)
Trading and margin interest expense		(1,548,000	)		(1,553,000	)
Net other expense		(14,642,000	)		(14,093,000	)
Net other expense		(14,093,000	)		(5,835,000	)
Loss before income taxes		(6,999,000	)		(12,639,000	)
Loss before income taxes		(12,639,000	)		(1,499,000	)
Income tax (expense) benefit		(548,000	)		83,000
Income tax benefit (expense)		83,000			(8,433,000	)
Net loss		(7,547,000	)		(12,556,000	)
Net loss		(12,556,000	)		(9,932,000	)
Less: Net loss attributable to the noncontrolling interest		2,199,000			2,759,000
Less: Net loss attributable to the noncontrolling interest		2,759,000			3,213,000
Net loss attributable to InterGroup	$	(5,348,000	)	$	(9,797,000	)
Net loss attributable to InterGroup	$	(9,797,000	)	$	(6,719,000	)
Net loss per share
Basic	$	(53.6649	)	$	(45.7766	)
Diluted		N/A		$	N/A
Net loss per share attributable to InterGroup
Basic	$	(42.4047	)	$	(34,.9240	)
Diluted		N/A		$	N/A
Weighted average number of common shares outstanding		2,~~195~~162,~~903~~153			2,~~215~~195,~~258~~903
Weighted average number of diluted shares outstanding		N/A			N/A

The accompanying notes are an integral part of these consolidated financial statements.

3736

THE INTERGROUP CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

	Shares		Amount		Capital			Deficit			Stock			Deficit			Interest			Deficit
	Common Stock				Additional Paid-in			Accumulated			Treasury			InterGroup Shareholders’			Non-controlling			Total Shareholders’
	Shares		Amount		Capital			Deficit			Stock			Deficit			Interest			Deficit
Balance at July 1, 2022		3,459,888	$	33,000	$	3,277,000		$	(46,116,000	)	$	(19,324,000	)	$	(62,130,000	)	$	(20,874,000	)	$	(83,004,000	)
Balance at July 1, 2023		3,459,888	$	33,000	$	2,445,000		$	(52,835,000	)	$	(20,794,000	)	$	(71,151,000	)	$	(23,453,000	)	$	(94,604,000	)
Net Loss		-		-		-			(6,719,000	)		-			(6,719,000	)		(3,213,000	)		(9,932,000	)
Investment in Portsmouth		-		-		(832,000	)		-			-			(832,000	)		634,000			(198,000	)
Purchase of treasury stock		-		-		-			-			(1,470,000	)		(1,470,000	)		-			(1,470,000	)
Balance at June 30, 2023		3,459,888	$	33,000	$	2,445,000		$	(52,835,000	)	$	(20,794,000	)	$	(71,151,000	)	$	(23,453,000	)	$	(94,604,000	)
Balance		3,459,888	$	33,000	$	2,445,000		$	(52,835,000	)	$	(20,794,000	)	$	(71,151,000	)	$	(23,453,000	)	$	(94,604,000	)
Net Loss		-		-		-			(9,797,000	)		-			(9,797,000	)		(2,759,000	)		(12,556,000	)
Loss on investment		-		5,000		-			-			-			5,000			-			5,000
Stock options expense		-		-		1,309,000			-			-			1,309,000			-			1,309,000
Investment in Portsmouth		-		-		(106,000	)		-			-			(106,000	)		84,000			(22,000	)
Purchase of treasury stock		-		-		-			-			(599,000	)		(599,000	)		-			(599,000	)
Balance at June 30, 2024		3,459,888	$	38,000	$	3,648,000		$	(62,632,000	)	$	(21,393,000	)	$	(80,339,000	)	$	(26,128,000	)	$	(106,467,000	)
Balance		3,459,888	$	38,000	$	3,648,000		$	(62,632,000	)	$	(21,393,000	)	$	(80,339,000	)	$	(26,128,000	)	$	(106,467,000	)
Net Loss		-		-		-			(5,348,000	)		-			(5,348,000	)		(2,199,000	)		(7,547,000	)
Stock options expense		-		-		105,000			-			-			105,000			-			105,000
Investment in Portsmouth		-		-		(139,000	)		-			-			(139,000	)		138,000			(1,000	)
Purchase of treasury stock		-		-		-			-			(394,000	)		(394,000	)		-			(394,000	)
Balance at June 30, 2025		3,459,888	$	38,000	$	3,614,000		$	(67,980,000	)	$	(21,787,000	)	$	(86,115,000	)	$	(28,189,000	)	$	(114,304,000	)
Balance		3,459,888	$	38,000	$	3,614,000		$	(67,980,000	)	$	(21,787,000	)	$	(86,115,000	)	$	(28,189,000	)	$	(114,304,000	)

The accompanying notes are an integral part of these consolidated financial statements.

3837

THE INTERGROUP CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended June 30,	~~2024~~2025			~~2023~~2024
Cash flows from operating activities:
Net loss	$	(127,~~556~~547,000	)	$	(912,~~932~~556,000	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Net unrealized loss (gain) on marketable securities		1,736,000			(2,838,000	)
Net unrealized loss on marketable securities		1,018,000			1,736,000
Deferred taxes		~~(203~~624,000	)		8(203,~~539,~~000	)
Gain on insurance recovery		-			(2,692,000	)
Gain on extinguishment of debt		(1,416,000	)		-
Impairment loss on other investments		~~5,000~~-			-5,000
Depreciation and amortization		6,~~320~~624,000			56,~~464~~320,000
Amortization of loan cost		1,~~066~~239,000			~~352~~1,066,000
Amortization of other notes payable		(~~566~~409,000	)		(~~567~~566,000	)
Stock compensation expense		1105,~~309,~~000			-1,309,000
Changes in assets and liabilities:
Investment in marketable securities		95,~~155~~467,000			(49,~~458~~155,000	)
Other assets		~~(456~~1,018,000	)		(20456,000	)
Accounts payable and other liabilities		1(973,~~691,~~000	)		~~(141~~1,691,000	)
Accounts payable and other liabilities – Hotel		2331,~~141,~~000			42,~~108~~141,000
Due to securities broker		~~(1,601,000~~-	)		(1,~~111~~601,000	)
Obligations for securities sold		(1188,~~228,~~000	)		~~967~~(1,228,000	)
Net cash provided by (used in) operating activities		6,813,000			(107,000	)
Net cash provided by operating activities		5,893,000			6,813,000
Cash flows from investing activities:
Capital expenditures for property and equipment - Hotel		(42,~~079~~252,000	)		(54,~~866~~079,000	)
Capital expenditures for property and equipment - real estate		(21,~~309~~739,000	)		(2,~~314~~309,000	)
Investment in Portsmouth		(221,000	)		(~~198~~22,000	)
Insurance proceeds for property damage claims		-75,000			~~2,325,000~~-
Net cash used in investing activities		(63,~~410~~917,000	)		(6,~~053~~410,000	)
Cash flows from financing activities:
Issuance costs from forbearance		(1,477,000	)		-
Issuance costs from Hotel refinance		(2,106,000	)		(1,477,000	)
Payments of mortgage, finance leases and other notes payable		(1181,~~496~~575,000	)		(811,~~205~~496,000	)
Proceeds from mortgage and other notes payable		888,~~989~~600,000			58,~~360~~989,000
Purchase of treasury stock		(~~599~~394,000	)		(1599,~~470,~~000	)
Net cash used in financing activities		(4,583,000	)		(4,315,000	)
Net cash provided by (used in) financing activities		4,525,000			(4,583,000	)
Net decrease in cash, cash equivalents and restricted cash:		(4,180,000	)		(10,475,000	)
Net increase (decrease) in cash, cash equivalents and restricted cash:		6,501,000			(4,180,000	)
Cash, cash equivalents and restricted cash at the beginning of the year		128,~~874~~694,000			2312,~~349~~874,000
Cash, cash equivalents and restricted cash at the end of the year	$	815,~~694~~195,000		$	128,~~874~~694,000
Supplemental information:
Income taxes paid	$	~~130~~142,000		$	74130,000
Interests paid	$	6,081,000		$	7,708,000
Interest paid	$	12,366,000		$	6,081,000

~~The~~Supplemental ~~Company~~Disclosure ~~had~~– ~~cash~~Reconciliation ~~and cash equivalents~~ of $4Cash,~~333,000~~ ~~and~~Cash $5Equivalents,~~960,000~~ ~~as of June 30, 2024~~ and ~~2023,~~Restricted ~~respectively. The Company had restricted cash of $4,361,000 and $6,914,000 as of June 30, 2024 and 2023, respectively.~~Cash


Cash, cash equivalents and restricted cash	$	15,142,000
Cash included in assets held for sale		53,000
Total cash, cash equivalents, and restricted cash	$	15,195,000

The Company had cash and cash equivalents of $5,092,000 (including $8,000 classified as held for sale) and $4,333,000 as of June 30, 2025 and 2024, respectively. The Company had restricted cash of $10,103,000 (including $45,000 classified as held for sale) and $4,361,000 as of June 30, 2025 and 2024, respectively.

Cash flows associated with the Los Angeles property classified as held for sale are included within the respective operating, investing, and financing activities of continuing operations in the consolidated statements of cash flows.

The accompanying notes are an integral part of these consolidated financial statements.

3938

THE INTERGROUP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

NOTE 1 - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

Description of the Business

The InterGroup Corporation, a Delaware corporation, (“InterGroup” or the “Company”) was formed to buy, develop, operate and dispose of real property and to engage in various investment activities to benefit the Company and its shareholders.

Effective February 19, 2021, the Company’s 83.7% owned subsidiary, Santa Fe Financial Corporation (“Santa Fe”), a public company (~~OTCBB~~OTC: SFEF), was liquidated and all of its assets including its 68.8% interest in Portsmouth Square, Inc. (“Portsmouth”), a public company (~~OTCBB~~OTC: PRSI) were distributed to its shareholders in exchange for their Santa Fe common stock. In June 2022, InterGroup received distribution of $1,159,000 of from Santa Fe as the entity received federal and state tax refunds from previously filed final ~~tax~~ tax returns. As of June 30, ~~2024~~2025, InterGroup owns approximately 75.79% of the outstanding common shares of Portsmouth and the Company’s President, Chairman of the Board and Chief Executive Officer, John V. Winfield, owns approximately 2.5% of the outstanding common shares of Portsmouth. Mr. Winfield also serves as the Chairman of the Board and Chief Executive Officer of Portsmouth.

Portsmouth’s primary business ~~was~~has historically been conducted through its general and limited partnership interest in Justice Investors Limited Partnership, a California limited partnership (“Justice” or the “Partnership”). Effective July 15, 2021, Portsmouth completed the purchase of 100% of the limited partnership interest of Justice through the acquisition of the remaining 0.7% non-controlling interest. ~~Effective~~ Effective December 23, 2021, the partnership was dissolved. The financial statements of Justice were consolidated with those of Portsmouth.

Prior to its dissolution effective December 23, 2021, Justice owned and operated a 544-room hotel property located at 750 Kearny Street, San Francisco California, known as the Hilton San Francisco Financial District (the “Hotel”) and related facilities including a five-level underground parking garage through its subsidiaries Justice Operating Company, LLC (“Operating”) and Justice Mezzanine Company, LLC (“Mezzanine”). Mezzanine was a wholly owned subsidiary of the Partnership; Operating iswas a wholly ~~owned~~ owned subsidiary of Mezzanine. Effective December 23, 2021, Portsmouth replaced Justice as the single member of Mezzanine. Mezzanine is the borrower under certain mezzanine indebtedness of Justice, and in December 2013, the Partnership conveyed ownership of the Hotel to Operating. The Hotel is a full-service Hilton brand hotel pursuant to a Franchise License Agreement with HLT Franchise Holding LLC (“Hilton”) through January 31, 2030.

Aimbridge Hospitality (“Aimbridge”) manages the Hotel, along with its five-level parking garage, under a certain ~~Hotel~~hotel management agreement (the “HMA”) with Operating. The term of the management agreement is for an initial period of ten years commencing on ~~the~~ February 3, 2017 ~~date~~ and automatically renews for successive one (1) year periods, to not to exceed five years in the aggregate, subject to certain conditions. Under the terms onof the HMA, base management fee (“Basic Fee”) payable to Aimbridge ~~shall~~equals be one and seven-tenths percent (1.70%) of total Hotel revenue. In addition to the Basic Fee, Aimbridge ~~shall~~may be entitled to an annual incentive fee for each fiscal year equal to ten percent (10%) of the amount by which Gross Operating Profit in the current fiscal year exceeds the previous fiscal year’s Gross Operating Profit.

4039

In addition to the operations of the Hotel, the Company also generates income from the ownership of real estate and investments in marketable securities. Properties include apartment complexes, commercial real estate, and three single-family houses as strategic investments. The properties are located throughout the United States, but are concentrated in Texas and Southern California. The Company also has investments in unimproved real property. All of the Company’s residential rental properties are managed in-house.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and Portsmouth. All significant inter-company transactions and balances have been eliminated. The Company evaluates its interests in other entities to determine whether such entities are variable interest entities (“VIEs”) and consolidates any VIEs for which the Company is the primary beneficiary pursuant to ASC 810.

Investment in Hotel, Net

Property and equipment are stated at cost. Building improvements are depreciated on a straight-line basis over their useful lives ranging from 3 to 39 years. Furniture, fixtures, and equipment are depreciated on a straight-line basis over their useful lives ranging from 3 to 7 years.

Repairs and maintenance are charged to expense as incurred. Costs of significant renewals and improvements are capitalized and depreciated over the shorter of ~~its~~the remaining estimated useful life or life of the asset. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts; any resulting gain or loss is included in other income (~~expenses~~expense).

The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ~~generally~~ASC ~~accepted accounting principles (“GAAP”)~~360. If the carrying amount of the asset, including any intangible assets associated with that asset, exceeds its estimated undiscounted net cash flow, before interest, the Company ~~will~~records ~~recognize~~ an impairment loss equal to the difference between the asset’s carrying amount and its estimated fair value. If impairment is recognized, the reduced carrying amount of the asset ~~will~~becomes ~~be accounted for as~~ its new cost. For a depreciable asset, the new cost ~~will~~is be depreciated over the asset’s remaining useful life. Generally, fair values are estimated using discounted cash flow, replacement cost or market comparison analyses. The process of evaluating for impairment requires estimates as to future events and conditions, which are subject to varying market and economic factors. Therefore, it is reasonably possible that a change in estimate resulting from judgments as to future events could occur which would affect the recorded amounts of the property. No impairment losses were recorded for the years ended June 30, ~~2024~~2025 and ~~2023~~2024.

Investment in Real Estate, Net

Rental properties are stated at cost less accumulated depreciation. Depreciation of rental property is provided on the straight-line method based upon estimated useful lives of 5 to 40 years for buildings and improvements and 5 to 10 years for equipment. Expenditures for repairs and maintenance are charged to expense as incurred and major improvements are capitalized.

The Company also reviews its rental property assets for impairment. No impairment losses on the investment in real estate have been recorded for the years ended June 30, ~~2024~~2025 and ~~2023~~2024.

The fair value of the tangible assets of an acquired property, which includes land, building and improvements, is determined by valuing the property as if ~~they~~it were vacant, and incorporates costs during the lease-up periods considering current market conditions and costs to execute similar leases such as lost rental revenue and tenant improvements. The value of tangible assets is depreciated using straight-line method based upon the assets estimated useful lives.

4140

Investment in Marketable Securities

Marketable equity securities are stated at fair value as determined by the most recently traded price of each security at the balance sheet date~~. Marketable~~ ~~securities~~in accordance with ASC 321; changes in fair value are ~~classified~~recognized asin ~~trading~~earnings. Marketable debt securities, ~~with~~if ~~all~~any, ~~unrealized~~are ~~gains~~classified as trading and ~~losses~~measured onat ~~the~~fair ~~Company’s~~value ~~investment~~with ~~portfolio~~changes ~~recorded through~~recognized ~~the~~in ~~consolidated~~earnings ~~statements~~(ASC of320/ASC ~~operations~~825).

Other Investments, Net

Other investments include non-marketable securities (carried at cost, net of any ~~impairments~~impairment loss) and non-marketable debt instruments. The Company has no significant influence or control over the entities that issue these investments. These investments are reviewed on a periodic basis for other-than-temporary impairment. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include but are not limited to: (i) the length of time an investment is in an unrealized loss position, (ii) the extent to which fair value is less than cost, (iii) the financial condition and near-term prospects of the issuer and (iv) our ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value. For certain equity interests without readily determinable fair values, the Company applies the ASC 321 measurement alternative (cost less impairment, adjusted for observable price changes in orderly transactions). For the years ended June 30, ~~2024~~2025 and ~~2023~~2024, the Company recorded impairment losses related to other investments of $~~5,000~~0 and $05,000, respectively.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased and are carried at cost, which approximates fair value. As of June 30, ~~2024~~2025 and ~~2023~~2024, the Company ~~does~~did not have any cash equivalents.

Restricted Cash

Restricted cash is comprised of amounts held by lenders for payment of real estate taxes, insurance, ~~replacement~~furniture, fixtures and ~~capital~~equipment ~~addition~~ (“FF&E”) reserves, ~~for the~~and ~~Hotel~~amounts subject to cash-management lockbox arrangements under certain loan agreements.

Other Assets

Other assets include prepaid insurance, accounts receivable, prepaid expenses, and other miscellaneous assets.

Accounts receivable from the Hotel and rental property customers are carried at cost less an allowance for doubtful accounts ~~that~~measured isunder ~~based on~~ASC ~~management’s~~326 ~~assessment~~(CECL) ofusing ~~the~~historical ~~collectability~~loss ofexperience, ~~accounts~~current ~~receivable. The Company had accounts receivable~~conditions, ~~net~~and ofreasonable ~~$632,000~~and atsupportable ~~July 1, 2023~~forecasts. As of June 30, ~~2024~~2025, and ~~2023~~2024, the ~~allowance for doubtful~~ accounts receivable was $~~653~~525,000 and $~~486~~654,000, respectively., ~~The~~net ~~Company~~of ~~extends unsecured~~allowance ~~credit to its customers but mitigates the associated credit risk by performing ongoing credit evaluations~~ of ~~its~~$772,000 ~~customers. The temporary eviction moratorium imposed by the federal~~ and ~~state~~$653,000 ~~governmental~~at ~~authorities~~June ~~had~~30, ~~delayed~~2025 ~~evictions during fiscal years 2023~~ and 2024, respectively.

The Company extends unsecured credit to its customers but mitigates the associated credit risk by performing ongoing credit evaluations of its customers. Collection experience may be affected by local tenant-protection measures and economic conditions in the markets in which we operate.

Due to Securities Broker

The Company may utilize margin for its marketable securities purchases through the use of standard margin agreements with national brokerage firms. Various securities brokers have advanced funds to the Company for the purchase of marketable securities under standard margin agreements. These advanced funds are recorded as a liability and are collateralized by the related marketable securities; related interest is recognized in interest expense.

Obligation for Securities Sold

~~Obligation~~Obligations for securities sold ~~represents~~short ~~the~~and ~~fair~~written ~~market~~options ~~value~~are ofrecognized ~~shares~~as ~~sold~~liabilities ~~with~~and ~~the~~measured ~~promise to deliver that security~~ at ~~some future date and the~~ fair ~~market~~ value ~~of shares underlying the written call options~~ with ~~the~~changes ~~obligation~~in tofair ~~deliver~~value ~~that~~recognized in ~~security~~earnings ~~when~~(ASC ~~and~~815/ASC ~~if the option is exercised~~860). ~~The~~Short ~~obligation~~positions may be ~~satisfied~~covered with current holdings ~~of the same security~~ or by subsequent purchases ~~of that security~~. ~~Unrealized gains and losses from changes in the obligation are included in the statements of operations.~~

4241

Accounts Payable and Other Liabilities

Accounts payable and other liabilities include trade payables, advanced customer deposits, accrued wages, accrued real estate taxes, and other liabilities.

Treasury Stock

The Company records the acquisition of treasury stock under the cost method. During the years ended June 30, ~~2024~~2025 and ~~2023~~2024, the Company purchased 2624,~~972~~550 and 3026,~~253~~972 shares of treasury stock, respectively.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. ~~Accounting~~ASC ~~standards~~820 ~~for fair value measurement~~ establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the observability of inputs as follows:

Level 1–inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2–inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3–inputs to the valuation methodology are unobservable and significant to the fair value.

Assets Held for Sale – Accounting Policy (Continuing Operations)

Long-lived assets are classified as held for sale when management commits to a plan to sell, the assets are available for immediate sale in their present condition, an active program to locate a buyer has been initiated, the sale is probable and expected to be completed within one year, and it is unlikely that the plan will be significantly changed or withdrawn.

Upon classification as held for sale, the assets are measured at the lower of their carrying amount or fair value less costs to sell. Any loss resulting from remeasurement is recognized in the consolidated statements of operations. Depreciation of assets classified as held for sale ceases at the time of classification.

Assets meeting the held-for-sale criteria are presented separately as Assets held for sale in the consolidated balance sheets. Because the planned sale does not represent a strategic shift that would have a major effect on the Company’s operations or financial results, the results of operations and cash flows of the property continue to be reported within continuing operations. No liabilities have been reclassified to Liabilities held for sale as the related obligations are not expected to transfer to the buyer.

Interest Rate Cap

The Company uses interest rate cap agreements to manage exposure to increases in interest rates on its variable-rate debt obligations. Interest rate cap premiums are recorded on the balance sheets at fair value on the date the agreements are executed and are subsequently remeasured to fair value at each reporting date.

All changes in fair value are recognized in earnings within other income (expense). The Company is required, pursuant to certain debt agreements, to maintain interest rate caps for specified periods or replace them upon expiration.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 (Hotel and ancillary services) and ASC 842 (real estate leasing)

Performance Obligations

We identified the following performance obligations for which revenue is recognized as the respective performance obligations are satisfied, which results in recognizing the amount we expect to be entitled to for providing the goods or services:

● Cancelable room reservations or ancillary services are typically satisfied as the good or service is transferred to the hotel guest, which is generally when the room stay occurs. ● Non-cancelable room reservations and banquet or conference reservations represent a series of distinct goods or services provided over time and satisfied as each distinct good or service is provided, ~~which~~generally isover ~~reflected~~the byreservation/event period; nonrefundable deposits are recognized as revenue when the ~~duration~~related ofservices are provided or when cancellation occurs consistent with the ~~room~~contract ~~reservation~~terms. ● Other ancillary goods and services are purchased independently of the room reservation at standalone selling prices and are considered separate performance obligations, which are satisfied when the related good or service is provided to the hotel guest. ● Components of package reservations for which each component could be sold separately to other hotel guests are considered separate performance obligations and are satisfied as set forth above. Consideration is allocated to performance obligations based on relative standalone selling prices.

4342

Hotel revenue primarily consists of hotel room rentals, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales and other ancillary goods and services (e.g., parking). Revenue is recognized when rooms are ~~occupied~~ occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling prices of each component. Service charges are similar amounts collected from customers and are evaluated to determine whether the Company is acting as principal or agent.

We do not disclose the value of unsatisfied performance obligations for contracts with an expected length of one year or less. Due to the nature of our business, our revenue is not significantly impacted by refunds. Cash payments received in advance of guests staying at our hotel are refunded to hotel guests if the guest cancels within the specified time period, before any services are rendered. Refunds related to service are generally recognized as an adjustment to the transaction price at the time the hotel stay occurs or services are rendered. See Note 3 – Revenue.

Revenue recognition from apartment rental commences when an apartment unit is placed in service and occupied by a rent-paying tenant. Apartment units are leased on a short-term basis, with no lease extending beyond one year. Rental income is recognized on a straight-line basis over the lease term; variable consideration (e.g., fees) is recognized as earned.

Advertising Costs

Advertising costs are expensed as incurred and are included in Hotel operating expenses in the consolidated statements of operations. Advertising costs were $~~150~~263,000 and $~~130~~150,000 for the years ended June 30, ~~2024~~2025 and ~~2023~~2024, respectively.

Income Taxes

Deferred income taxes are calculated under the liability method. Deferred income tax assets and liabilities are based on differences between the financial statement and tax basis of assets and liabilities at the current enacted tax rates. Changes in deferred income tax assets and liabilities are included as a component of income tax expense. Changes in deferred income tax assets and liabilities attributable to changes in enacted tax rates are charged or credited to income tax expense in the period of enactment. Valuation allowances are established for certain deferred tax assets where realization is not likely.

As of June 30, 2025 and 2024, the Company had $1,665,000 of unrecognized tax benefits ~~as of June 30~~, ~~2024~~the ~~and~~recognition ~~June~~of ~~30,~~which ~~2023, respectively,~~ would ~~impact~~affect the effective tax rate. ifManagement ~~recognized. The~~does ~~unrecognized~~not ~~tax~~expect ~~benefit~~these isunrecognized ~~not~~tax ~~expected~~benefits to reverse inwithin the next 12twelve months. Interest and penalties related to income tax matters are ~~classified~~ recognized as a component of income tax expense., Asand no such amounts were recorded as of June 30, ~~2024~~2025 or ~~and~~ June 30, ~~2023, no interest and penalties were recorded~~2024.

4443

Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the “more-likely-than-not” threshold based on the technical merits of the positions.

Earnings Per Share

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. The computation of diluted net income per share is similar to the computation of basic net income per share except that the weighted-average number of common shares is increased to include the number of additional common shares that would have been outstanding if potential dilutive common shares had been issued. The basic and diluted earnings per share are the same for the fiscal year ended June 30, ~~2024~~2025 and ~~2023~~2024 because the Company had a net loss. Potentially dilutive securities were anti-dilutive for all periods presented.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Actual results may differ from those estimates. Management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets and when appropriate, records tax valuation allowances based on that evidence and estimates. As of June 30, ~~2024~~2025 based on taxable income that may be available under tax law, the deferred tax asset is not more likely than not to be realized.

Debt Issuance Costs

Debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the debt liability and are amortized over the life of the debt. Loan amortization costs are included in interest expense in the consolidated statements of operations.

Recently Issued and Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU ~~202307~~2023-07”). We adopted ASU 2023-07 ~~expands~~effective ~~disclosures~~July ~~about~~1, a2024 ~~public~~(fiscal ~~entity’s~~2025). ~~reportable~~The ~~segments~~amendments ~~and~~expanded ~~requires~~annual ~~more~~segment ~~enhanced~~disclosure ~~information~~(including ~~about~~significant ~~a reportable~~ segment’s expenses, ~~interim~~and ~~segment~~CODM ~~profit~~measures) ~~or loss,~~ and ~~how~~will aexpand ~~public~~interim ~~entity’s chief operating decision maker uses reported~~ segment ~~profit~~disclosures orbeginning ~~loss information~~ in ~~assessing segment performance and allocating resources. ASU 2023-07 is effective for~~ fiscal ~~years beginning after December 15, 2023, including interim periods within those fiscal years~~2026. ~~Early adoption~~Adoption isdid ~~permitted. ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company does~~ not ~~expect ASU 2023-07 to~~ have a material ~~effect~~impact on ~~the~~our ~~Company’s~~consolidated ~~current~~ financial ~~position~~statements, ~~results~~but ofresulted ~~operations~~in orenhanced ~~financial statement~~segment disclosures.

In December 2023, the FASB issued ASU No 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU ~~202309 expands disclosures in the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. ASU~~ 2023-09 is effective for fiscal years beginning after December 15, 2024. ~~Early~~(our ~~adoption~~fiscal ~~is permitted~~2026). ~~ASU~~We ~~2023-09~~expect ~~should~~the ~~be applied~~standard ~~prospectively;~~to ~~however,~~expand ~~retrospective~~our ~~application~~income istax ~~permitted.~~rate ~~The~~reconciliation ~~Company~~and ~~does~~cash ~~not~~taxes ~~expect~~paid ~~ASU~~disclosures; ~~2023-09~~we todo ~~have~~not expect a material ~~effect~~impact on ~~the~~ ~~Company’s~~our ~~current~~ consolidated financial position, or results of operations ~~or financial statement disclosures~~.

Going Concern Basis and Management’s Evaluation (ASC 205-40) – Subsidiary-Only (Portsmouth)

The ~~Hotel~~accompanying consolidated financial statements ~~have~~are ~~been~~ prepared onin aaccordance ~~going~~with ~~concern~~U.S. ~~basis,~~GAAP ~~which contemplates the realization of assets~~ and ~~satisfaction of~~on ~~liabilities~~a ingoing ~~the~~concern ~~normal course of business~~basis. AsInterGroup ~~discussed in Note 10 – Mortgage Notes Payable, as of June 30, 2024,~~ (the ~~outstanding~~ ~~balance~~parent) ~~consists~~has ofnot had a ~~senior~~going-concern ~~mortgage~~uncertainty. ~~loan~~The ~~and~~disclosure ~~mezzanine~~below ~~loan~~is ~~totaling~~provided ~~$100,783,000,~~solely ~~net~~to ofsummarize ~~debt~~the ~~issuance~~going-concern ~~costs~~matter .at ~~Both loans matured~~the onCompany’s ~~January~~majority-owned 1subsidiary, ~~2024~~Portsmouth ~~and were extended to January 1~~Square, ~~2025 on April 29, 2024 through Forbearance Agreements~~Inc. In(“Portsmouth”); ~~addition,~~it ~~the~~does ~~Hotel~~not ~~has recurring~~indicate ~~losses~~or ~~and~~imply ~~has an accumulated deficit of $117,102,000 which includes~~ a ~~$64,100,000 increase adjustment made in December 2013~~going-concern asissue afor ~~result of the partnership redemption~~InterGroup.

45As disclosed in prior filings, Portsmouth’s senior mortgage and mezzanine loans secured by the Hilton San Francisco Financial District matured on January 1, 2024 and, after a forbearance period ended in January 2025, default notices were issued. These subsidiary-level factors raised substantial doubt about Portsmouth’s ability to continue as a going concern at that time.

~~Due~~On toMarch ~~these~~28, ~~factors~~2025, ~~and~~Portsmouth ~~the~~completed ~~Hotel’s~~a ~~ability~~comprehensive torefinancing ~~successfully~~of ~~refinance~~its ~~the~~senior ~~debt~~mortgage onand modified its mezzanine loan, resulting in extended maturities, favorable interest terms, inand ~~the~~improved covenant compliance. Since closing, Portsmouth has remained current ~~lending~~on ~~environment~~required ~~gives~~debt ~~rise~~service and continued property upgrades intended to ~~substantial~~support ~~doubt~~performance. ~~about~~In ~~the~~March ~~Hotel~~2025 and May 2025, Portsmouth’s ~~ability~~related-party revolving credit facility with InterGroup was amended to ~~continue~~increase ascapacity ato ~~going~~$40,000,000, ~~concern~~extend ~~for~~maturity ~~one~~to ~~year~~July ~~after~~31, ~~the~~2027, ~~financial~~and ~~statement~~reduce ~~issuance~~the ~~date~~interest rate to 9%, providing contingency liquidity. (See the notes on mortgage notes payable and related-party financing for terms.)

OnManagement ~~January~~evaluated 4,Portsmouth’s ~~2024,~~ability ~~the Hotel was made aware of a notice of default (the “Notice”) issued by its senior loan special servicer LNR Partners, LLC~~ to ~~Justice~~continue ~~Operating Company, LLC which is the wholly owned subsidiary of Portsmouth. The Notice states that the lender has rights~~ as a ~~result~~going ofconcern ~~such~~for ~~defaults, including, but not limited to, acceleration of~~ the ~~loans,~~twelve ~~foreclosure~~months onfollowing ~~collateral~~issuance and ~~other rights~~concluded ~~and~~that ~~remedies under~~ the ~~loan documents~~ conditions and ~~otherwise~~events ~~available~~that ~~under~~initially ~~the~~raised ~~law.~~substantial Ondoubt ~~January~~have ~~10,~~been ~~2024,~~alleviated ~~the Company filed the required Form 8-K with the Securities~~ and ~~Exchange~~that ~~Commission.~~substantial ~~During~~doubt ~~the~~does ~~entire~~not ~~life~~exist offor ~~the~~Portsmouth ~~outstanding debt, the Company has made all mortgage payments timely~~ as of ~~the date of maturity and as of June 30, 2024, there were no delinquent amounts due to the senior or mezzanine lenders.~~ Onissuance April 29, 2024, the Company entered into forbearance agreements with its senior and mezzanine lenders which establishes, among other customary terms, the new maturity date of January 1, 2025. While the Company successfully entered into the aforementioned forbearance agreements, we continue our efforts to place a longer term refinancing solution to its current senior mortgage and mezzanine debt with potential lenders. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under ~~acceptable~~ ~~terms,~~ASC ~~if at all~~205-40.

~~The~~While ~~Hotel~~management ~~has~~believes ~~successfully~~available ~~completed~~liquidity ~~its~~and ~~full~~cash ~~guest-rooms~~generation ~~renovation~~are ~~over~~sufficient ~~the~~for ~~last~~near-term 2needs, ~~years~~uncertainties ~~along~~related ~~with~~to ~~public~~the ~~space,~~San ~~fitness~~Francisco hospitality ~~center,~~market ~~corridors,~~ and ~~meeting~~broader ~~space.~~macroeconomic ~~With~~factors—including ~~newly~~potential ~~renovated~~pressure ~~rooms~~on inoccupancy ~~its Competitive Set of hotels (“CompSet”)~~ and ~~will~~RevPAR—could ~~allow the hotel to continue~~adversely toaffect ~~drive~~Portsmouth’s ~~rate~~results and, ~~grow~~indirectly, ~~RevPAR~~consolidated ~~over~~liquidity ~~the~~(e.g., ~~market~~through ~~and~~covenant ~~its~~or ~~CompSet.~~cash-management ~~The~~constraints ~~hotel~~on ~~recently~~distributions). Management ~~received~~will ~~its~~continue ~~annual~~to ~~Quality~~monitor ~~Assurance~~conditions ~~inspection from Hilton~~ and ~~received~~adjust ~~the~~operations ~~highest~~and ~~score~~capital atallocation ~~least~~as innecessary. ~~the~~(See ~~hotel’s~~Item ~~last~~7 ~~decade~~MD&A atand ~~94.45%~~the notes ~~which~~on ismortgage annotes ~~“Outstanding” ranking by Hilton~~payable.)

~~Even~~This ~~during~~disclosure ~~the~~relates ~~renovation~~to ~~that~~Portsmouth ~~took~~and ~~out~~reflects ~~between 2-4 floors or 50-100 guest rooms of inventory at a time, the Hotel maintained an index of over 100%. At the end of the renovation in June 2024, the Hotel~~management’s ~~trailing 12-month index was 109.6%. During the~~ fiscal year ~~ending June~~2025 ~~30,~~evaluation ~~2024, the Hotel’s CompSet achieved a RevPAR~~ of ~~$161.47~~that ~~while~~subsidiary; ~~the~~it ~~Hotel~~does ~~had~~not amodify ~~RevPAR of $176.99. An excellent achievement~~or ~~for~~supersede ~~our property while it had roughly 13%~~going-~~18%~~concern ofdisclosures ~~its~~in ~~inventory~~previously ~~unavailable~~issued ~~over~~fiscal ~~this~~year ~~time~~2024 ~~period.~~financial ~~Since~~statements ~~the~~and ~~completion~~interim ~~of the renovation~~filings, ~~the~~ ~~Hotel~~and ~~has~~it ~~increased~~does ~~its~~not ~~lead in RevPAR on the CompSet dramatically. In the two months since completing the renovation, the Hotel~~indicate ~~has~~a ~~achieved~~going-concern anuncertainty ~~average RevPAR index of over 150%~~ for ~~both months~~InterGroup. ~~While the CompSet has lost over 15% RevPAR; in these two months, the Hotel has grown over 15% in this metric.~~

NOTE 2 – LIQUIDITY

Historically, ~~our~~the ~~cash~~Company ~~flows~~has ~~have~~relied ~~been~~ primarily on cash flows generated ~~from~~by ~~our~~its ~~Hotel~~multi-family and commercial real estate ~~operations.~~portfolio ~~However~~and, ~~the~~to ~~current~~a ~~state~~lesser ~~of affairs of the~~extent, ~~City~~returns offrom ~~San Francisco,~~ its ~~political~~investment ~~challenges~~portfolio. asCash ~~well~~generated asby the ~~way~~Hilton ~~its local government’s policies with regard to safety, drug abuse, homelessness, crime, etc., have caused the City of~~ San Francisco toFinancial beDistrict ~~one of~~ (the ~~slowest~~“Hotel”) ~~cities~~is ~~in the country to fully recover~~owned ~~from~~by ~~the~~our ~~COVID-19~~consolidated ~~pandemic. Additionally~~subsidiary, ~~since~~Portsmouth ~~San Francisco is a top-heavy tech company city~~Square, ~~the~~Inc. (“~~remote work~~Portsmouth”), ~~initiatives have~~is ~~caused~~subject ~~a slowdown in business travel and in person meetings. Prior~~ to ~~the COVID~~lender-19controlled ~~pandemic, our Hotel enjoyed most of its revenues from business travel, conventions, self~~cash-~~contained~~management ~~groups~~arrangements, ~~etc.,~~ and ~~post pandemic, most revenues are generated from leisure travel which~~ is ~~generally~~not atavailable afor ~~lower~~InterGroup’s ~~guest~~general ~~room~~corporate ~~rate~~purposes. ~~For~~Portsmouth ~~the~~has ~~fiscal~~not ~~year~~paid ~~ended~~dividends ~~June 30, 2024, our net cash flow provided by operating activities was $6,813,000. We have taken several steps~~ to ~~preserve~~its ~~capital~~shareholders ~~and~~in ~~increase liquidity at our Hotel, including implementing strict cost~~over ~~management~~a ~~measures to eliminate non-essential expenses, renegotiating certain reoccurring expenses, and temporarily closing certain hotel services and outlets~~decade. AsAlthough ~~the~~conditions ~~hospitality and travel environment continues to slowly recover~~ in the San Francisco, ~~the~~hospitality ~~Company~~market ~~will continue~~remain toa ~~evaluate~~headwind ~~what~~for ~~services~~Portsmouth—reflecting the ~~Company~~pace ~~brings~~of ~~back.~~business-travel recovery ~~During~~and ~~the~~certain ~~fiscal~~municipal ~~year~~factors—those ~~ended~~trends ~~June~~affect ~~30,~~consolidated ~~2024,~~results ~~the~~but ~~Company~~do ~~continued~~not torepresent ~~make capital~~InterGroup’s ~~improvements to the Hotel in the amount~~ source of ~~$4,079,000 and has completed its hotel renovation program~~liquidity.

~~The~~For ~~Company~~the ~~had~~year ~~cash~~ended ~~and~~June 30, 2025, consolidated net cash ~~equivalents~~provided ofby ~~$4,333,000~~operating ~~and~~activities was $5,~~960~~893,000. asIn ofresponse ~~June~~to ~~30,~~ongoing ~~2024~~market ~~and~~pressures at ~~2023~~the Hotel, ~~respectively.~~Portsmouth ~~The~~continued ~~Company~~capital-preservation ~~had~~initiatives ~~restricted cash~~(including deferral of $4non-essential projects,~~361~~ selective service reductions,~~000~~ vendor negotiations and other controllable cost actions) while investing in property enhancements, incurring $62,~~914~~252,000 as of Hotel ~~June~~capital 30expenditures, ~~2024~~including ~~and~~the ~~2023,~~renovation ~~respectively.~~of ~~The~~14 ~~Company~~rooms ~~had~~previously ~~marketable~~used ~~securities,~~as ~~net~~administrative ofoffices ~~margin~~back ~~due~~ to ~~securities~~guest-room ~~brokers,~~inventory. During ofthe $7same period,~~266,000~~ ~~and~~InterGroup made $151,~~328~~739,000 as of ~~June~~capital ~~30,~~improvements ~~2024~~across ~~and~~its ~~2023, respectively. These marketable securities are short~~multi-~~term investments~~family and ~~liquid~~commercial inreal ~~nature~~estate portfolio.

As of June 30, 2025, the Company had:

	●	Cash and cash equivalents of $5,092,000 (including $8,000 classified as held for sale) (compared to $4,333,000 as of June 30, 2024),
	●	Restricted cash of $10,103,000 (including $45,000 classified as held for sale) (compared to $4,361,000 as of June 30, 2024), and
	●	Marketable securities, net of margin balances, of $969,000 (compared to $7,266,000 as of June 30, 2024).

Marketable securities are considered liquid and available for near-term needs, subject to market risk and any account-level margin requirements. Restricted cash primarily reflects lender-controlled reserves at Portsmouth (e.g., taxes, insurance, FF&E) and funds held under the Hotel’s cash-management arrangements and is not available for InterGroup’s general corporate purposes.

Related Party Financing

InterGroup maintains access to an unsecured related-party facility with Portsmouth as previously disclosed; however, the Hotel is currently self-funded under its lender-controlled cash-management structure, and no additional borrowings were required by Portsmouth to fund Hotel operations following the March 28, 2025 refinancing. The initial facility, dated July 2, 2014, has undergone several amendments.

In March 2025, the facility was amended to:

	●	Increase the available borrowing capacity to $40,000,000, and
	●	Extend the maturity date to July 31, 2027.

In May 2025, the facility was amended to:

●

Reduce the interest rate from 12% to 9%.

During the year ended June 30, 2025, Portsmouth borrowed an additional $11,615,000 under the facility primarily to reduce its senior loan balance and established a $5.0 million cash operating reserve required by the new senior lender in connection with the March 28, 2025 refinancing. As of June 30, 2025, the outstanding intercompany balance was $38,108,000, with no principal repayments made to date. The facility is interest-only, prepayable without penalty, and bears interest at 9% per annum; principal and accrued interest are due at maturity All material intercompany accounts and transactions have been eliminated in consolidation.

Cash Management and Distribution Restrictions (Hotel Subsidiary)

Under Portsmouth’s March 28, 2025 refinancing, a lender-controlled lockbox and ongoing DSCR requirements apply to hotel cash flows. Until DSCR thresholds are met for two consecutive quarters, substantially all hotel receipts are deposited into lender-controlled accounts and disbursed pursuant to lender-approved budgets for operating expenses, debt service, and required reserves (e.g., taxes, insurance, and FF&E).

During the fiscal year ending June 30, 2025, the Company refinanced the mortgage on its 157-unit apartment located in Florence, Kentucky in the amount of $9,800,000. The term of the loan is approximately 10 years with an interest rate at 5.40%. The loan matures in January 2035. In May 2025 the Company amended the agreement on its St. Louis, Missouri property to a new loan maturity of June 5, 2028. In May 2025 the Company made a principal reduction payment of $344,000.

Liquidity Outlook and Going Concern

Management has concluded there are no conditions or events, considered in the aggregate and know or reasonably knowable, that raise substantial doubt about Portsmouth’s ability to continue as a going concern within one year after the date these financial statements are issued (ASC 205-40). This conclusion is based on the successful refinancing of the senior mortgage loan and modification of the mezzanine debt on March 28, 2025, resulting in improved maturity profiles, covenant compliance, and a stable capital structure. Portsmouth remains current on all debt service obligations, and management’s forecasts indicate adequate liquidity for the twelve-month period following the issuance of these financial statements.

Forward-looking risks remain primarily tied to the performance of the San Francisco hospitality market, including:

	●	The pace of recovery in business travel,
	●	Competitive dynamics among local hotels,
	●	Broader municipal issues affecting the city’s perception among travelers, and
	●	Potential impacts from macroeconomic trends on leisure travel demand.

Management will continue to monitor these market-specific conditions and adjust operations, capital allocation, and marketing strategies to maintain the Hotel’s competitive position.

The Hotel debt and cash-management/lockbox reside at Portsmouth’s subsidiaries; while these provisions may limit distributions upstream to InterGroup while in effect, they do not encumber InterGroup’s non-Hotel properties or parent-level liquidity. InterGroup’s exposure to the Hotel financing is limited to its guaranties of specified non-recourse carve-outs and defined springing recourse events (see Note 10; ASC 460).

OnMaterial ~~December~~Cash ~~16,~~Requirements ~~2020,~~– ~~Justice~~Contractual and InterGroup entered into a loan modification agreement which increased Justice’s borrowing from InterGroup as needed up to $10,000,000 and extended the maturity date of the loan to July 31, 2021. On July 7, 2021, the maturity date was extended to July 31, 2022. Upon the dissolution of Justice in December 2021, Portsmouth assumed Justice’s note payable to InterGroup in the amount of $11,350,000. On December 31, 2021, Portsmouth and InterGroup entered into a loan modification agreement which increased Portsmouth’s borrowing from InterGroup as needed up to $16,000,000. As of June 30, 2023 and 2022, the balance of the loan was $15,700,000 and $14,200,000, net of loan amortization costs of zero, respectively. In July 2023, the note maturity date was extended to July 31, 2025 and the borrowing amount available was increased to $20,000,000. In March 2024, Portsmouth and InterGroup entered in a loan modification agreement which increased Portsmouth’s borrowing amount to $30,000,000. Portsmouth agreed to a 0.5% loan modification fee for the increased borrowing of $10,000,000 payable to InterGroup. During the fiscal year ending June 30, 2024 and 2023, InterGroup advanced to the Hotel $10,793,000 and $1,500,000, respectively, bringing the total amounts due to InterGroup were $26,493,000 and $15,700,000 as of June 30, 2024 and 2023. Portsmouth has not made any paid-downs to its note payable to InterGroup.Obligations

OnThe ~~May~~following ~~31,~~table ~~2023,~~provides ~~the Company refinanced its St. Louis, Missouri $4,823,000 mortgage with~~ a ~~two-year~~summary ~~$5,360,000~~as ~~mortgage with a floating monthly rate~~ of ~~the 30-day SOFR (capped at 5.5%) plus SOFR margin of 3.10%, interest-only payments are due for the first 12 months and $5,500 principal paydowns commencing in~~ June ~~2024. During the fiscal year ending June~~ 30, ~~2022,~~2025 ~~we refinanced six~~ of ~~our~~the ~~properties~~Company’ ~~existing~~s ~~mortgages~~material ~~and~~contractual ~~obtained~~financial ~~a mortgage note payable on one of our California properties~~obligations, ~~generating~~including ~~net proceeds totaling $16,683,000.~~estimated ~~We are currently evaluating other refinancing opportunities and we could refinance additional multifamily properties should the need arise, or should management consider the~~ interest ~~rate environment favorable~~payments.

On December 15, 2023, the Company obtained a second mortgage note payable in the amount of $4,573,000 on its 358-unit apartment complex in Las Colinas, Texas. The term of the loan is approximately 7 years with an interest rate of 7.60%. The mortgage loan matures in November 2031.

On April 27, 2020, InterGroup entered into a loan agreement (“SBA Loan - InterGroup”) with CIBC Bank USA under the CARES Act and received loan proceeds in the amount of $453,000. As of March 31, 2021, InterGroup had used all of the $453,000 loan proceeds in qualified payroll expenses. The SBA Loan – InterGroup was scheduled to mature on April 27, 2022 and had a 1.00% interest rate. The SBA Loans are subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration under the CARES Act. If the SBA approves the forgiveness amount, all payments of principal and interest are deferred until the date the forgiveness amount is remitted by the SBA to CIBC. If the SBA does not forgive any amount of the loan, payments would start within 30 days. All unforgiven portion of the principal and accrued interest will be due at maturity. In March of 2021 the SBA had forgiven the full $453,000 of the SBA Loan. In February 2024 InterGroup repaid the loan after an eligibility investigation took place concluding the type of business was ineligible for the loan. The repayment of the SBA loan has been recorded as a loss on extinguishment of debt in the condensed consolidated statements of operations for the year ended June 30, 2024.

Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating and other expenditures, including management and franchise fees, corporate expenses, payroll and related costs, taxes, interest and principal payments on our outstanding indebtedness, and repairs and maintenance at all of our properties.

Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities and capital improvements of the Hotel and our real estate properties. We will continue to finance our business activities primarily with existing cash, including from the activities described above, and cash generated from our operations. The objectives of our cash management policy are to maintain existing leverage levels and the availability of liquidity, while minimizing operational costs. However, there can be no guarantee that management will be successful with its plan.

The following table provides a summary as of June 30, 2023, the Company’s material financial obligations which also includes interest payments.

Total

2025

2026

2027

2028

2029

Thereafter

Year

Total

~~2025~~2026

~~2026~~2027

~~2027~~2028

~~2028~~2029

~~2029~~2030

Thereafter

Mortgage and subordinated notes payable

~~190~~197,~~486~~760,000

~~110~~1,~~778~~229,000

1106,~~161~~663,000

36,~~295~~588,000

1,~~768~~845,000

116,~~843~~032,000

7165,~~641~~403,000

Other notes payable

21,~~388~~979,000

567,000

~~567~~463,000

~~463~~317,000

317,000

~~317~~315,000

~~157,000~~-

Interest

3240,~~784~~807,000

11,~~571~~665,000

213,~~757~~418,000

2,~~649~~645,000

2,~~653~~580,000

2,~~587~~436,000

108,~~567~~063,000

Total

~~225~~240,~~658~~546,000

~~122~~13,~~916~~461,000

4120,~~485~~544,000

69,~~407~~550,000

4,~~738~~742,000

418,~~747~~783,000

8273,~~365~~466,000

NOTE 3 – REVENUE

Our revenue from real estate is primarily rental income from residential and commercial property leases ~~which~~that is ~~recorded~~accounted ~~when~~for ~~due~~under ~~from~~ASC ~~residents~~842 ~~and~~(Leases). Lease income is recognized ~~monthly~~on a straight-line basis over the lease term (generally one year or less for residential units). Variable consideration such as reimbursement and fee is recognized as earned. ~~The~~Lease ~~revenue~~income ~~recognition~~is ~~rules~~outside ~~under~~the scope of ASC 606. ~~specifically~~Hotel-related revenues ~~eliminates~~(rooms, ~~rental~~food ~~revenue~~and ~~from~~beverage, parking, and other ancillary services) are within the ~~accounting~~scope of ASC 606 and are recognized as described ~~standard~~below.

~~The~~Hotel ~~following~~revenue ~~table~~recognition. ~~presents~~We ~~our~~recognize ~~Hotel~~hotel revenues in accordance with ASC 606. Room revenue ~~disaggregated~~is byrecognized over the stay as the services are provided; food and beverage, parking, and other ancillary revenues are recognized when the good or services are delivered. Package arrangements are allocated to performance obligations based on relative standalone selling prices. Advance deposits are recorded as contract liabilities and recognized as revenue ~~streams~~when the related services are rendered or upon cancellation consistent with contract terms. We assess taxes collected from customers on a net basis (excluded from revenues). We do not adjust the transaction price for a financing component when the period between payment and performance is one year or less.

~~SCHEDULE~~The following OFtable ~~DISAGGREGATION~~presents OFour ~~REVENUE~~Hotel revenue disaggregated by revenue streams:

For the year ended June 30,	2024		2023
Hotel revenues:
Hotel rooms	$	35,239,000	$	35,684,000
Food and beverage		3,213,000		2,625,000
Garage		2,988,000		2,790,000
Other operating departments		446,000		928,000
Total Hotel revenue	$	41,886,000	$	42,027,000

For the year ended June 30,	2025		2024
Hotel revenues:
Hotel rooms	$	39,648,000	$	35,239,000
Food and beverage		2,862,000		3,213,000
Garage		3,214,000		2,988,000
Other operating departments		639,000		446,000
Total Hotel revenue	$	46,363,000	$	41,886,000

Real estate revenue. Real estate revenue primarily consists of base rents from the Company’s multifamily portfolio and its commercial property, plus other property income (e.g., parking, utilities reimbursements, month-to-month premiums, pet rent, laundry and other fees). Lease income is accounted for under ASC 842 and recognized on a straight-line basis over the lease term (generally month-to-month or <12 months for residential). Variable consideration is recognized as earned. We assess collectability each period; when collections of lease payments is not probable, revenue is limited to amounts collected.

Disaggregation by major revenue source:

For the year ended June 30,	2025		2024
Hotel revenues	$	46,363,000	$	41,886,000
Real estate revenues		18,015,000		16,254,000
Total revenues	$	64,378,000	$	58,140,000

Real estate revenues increased to $18,015,000 in fiscal 2025 from $16,254,000 in fiscal 2024, primarily due to higher occupancy and rent levels across the multifamily portfolio, partially offset by market-specific dynamics noted in Item 7.

Contract Assets and Liabilities

The Company does not have any material contract assets as of June 30, ~~2024~~2025 and ~~2023~~2024, other than trade and other receivables, net on our consolidated balance sheets. Our receivables are primarily the result of contracts with customers, which are reduced by an allowance for doubtful accounts that reflects our estimate of amounts that will not be collected.

Portsmouth records contract liabilities when cash payments are received or due in advance of guests staying at our hotel, which are presented within ~~accounts~~Accounts payable and other liabilities-Hotel on our consolidated balance sheets ~~and~~ had aan opening balance ofon ~~$290,000 at~~ July 1, ~~2023. During the year ended June 30,~~ 2024, ~~the~~of ~~entire~~ $~~290,000 was recognized as revenue. Contract liabilities increased to $~~370,000 ~~as of June 30, 2024~~. ~~The~~As ~~increase as~~ of June 30, ~~2024,~~2025 ~~was~~contract ~~primarily driven by an increase in advance deposits received from customers for services to be performed after June 30, 2024. Contract~~ liabilities ~~decreased~~were to $~~290~~505,000 ~~as of June 30, 2023 from $493,000 as of June 30, 2022~~. The ~~decrease~~increase ~~for the~~during ~~twelve~~fiscal ~~months~~2025 ~~ended June 30, 2023 was~~ primarily ~~driven~~reflects byhigher ~~decrease in~~ advance deposits ~~received from customers~~ for services to be performed after June 30, ~~2023~~2025.

Contract liabilities were $370,000 as of June 30, 2024 compared to $290,000 as of June 30, 2023. The increase for the twelve months ended June 30, 2024 was primarily driven by an increase in advance deposits received from customers for services to be performed after June 30, 2024. Contract liabilities are generally recognized as revenue within twelve months. We do not disclose remaining performance obligations because our customer contracts have an original expected duration of one year or less.

Contract Costs

We consider sales commissions earned to be incremental costs of obtaining a contract with our customers. AsWe aexpense ~~practical~~incremental ~~expedient,~~costs ~~we expense~~of ~~these~~obtaining ~~costs~~a ascontract ~~incurred~~when asthe ~~our~~amortization ~~contracts~~period ~~with~~would ~~customers~~be ~~are~~one year or less. ~~than~~Travel-agent ~~one~~and ~~year~~group booking commissions related to completed stays are expensed as incurred.

NOTE 4 – INVESTMENT IN HOTEL, NET

Investment in Hotel consisted of the following as of:

SCHEDULE OF INVESTMENT IN HOTEL~~, NET~~

			Accumulated			Net Book
June 30, 2025	Cost		Depreciation			Value

Land	$	2,738,000	$	-		$	2,738,000
Finance lease ROU assets		1,805,000		(1,665,000	)		140,000
Furniture and equipment		41,195,000		(33,248,000	)		7,947,000
Building and improvements		68,527,000		(39,833,000	)		28,694,000
Investment in Hotel, net	$	114,265,000	$	(74,746,000	)	$	39,519,000

			Accumulated			Net Book
June 30, 2024	Cost		Depreciation			Value

Land	$	2,738,000	$	-		$	2,738,000
Finance lease ROU assets		1,805,000		(1,521,000	)		284,000
Furniture and equipment		40,310,000		(31,396,000	)		8,914,000
Building and improvements		67,159,000		(38,194,000	)		28,965,000
Investment in Hotel, net	$	112,012,000	$	(71,111,000	)	$	40,901,000

			Accumulated			Net Book
June 30, 2023	Cost		Depreciation			Value
Land	$	2,738,000	$	-		$	2,738,000
Finance lease ROU assets		1,805,000		(1,239,000	)		566,000
Furniture and equipment		38,727,000		(29,682,000	)		9,045,000
Building and improvements		64,665,000		(36,696,000	)		27,969,000
Investment in Hotel, net	$	107,935,000	$	(67,617,000	)	$	40,318,000

Note: Accumulated amounts include amortization of finance-lease right-of-use assets. Depreciation and amortization expense related to Hotel assets were $3,634,000 and $3,494,000 for the years ended June 30, 2025 and 2024, respectively.

NOTE 5 - INVESTMENT IN REAL ESTATE, NET

At June 30, ~~2024~~2025, the Company’s investment in real estate consisted of twenty properties located throughout the United States. These properties include sixteen apartment complexes, three single-family houses ~~as strategic investments,~~ and one commercial real estate property. The Company also owns unimproved land located in Maui, Hawaii. Properties are held for use; one is classified as held for sale. See Note 10 for mortgage information and Note 1 for depreciation policies and impairment considerations.

4948

Investment in real estate included the following:

SCHEDULE OF INVESTMENT IN REAL ESTATE

As of June 30,	~~2024~~2025			~~2023~~2024
Land	$	22,~~998~~293,000		$	22,998,000
Buildings, improvements and equipment		7576,~~460~~176,000			7375,~~151~~460,000
Accumulated depreciation		(5255,~~846~~146,000	)		(5052,~~022~~846,000	)
Investment in real estate, gross		4543,~~612~~323,000			4645,~~127~~612,000
Land held for development		1,930,000			1,930,000
Land held for development (a)		1,930,000			1,930,000
Investment in real estate, net	$	4745,~~542~~253,000		$	4847,~~057~~542,000

(a)	Represents approximately the two-acre parcel in Kihei, Maui, Hawaii (carried at cost, including capitalized amounts).

In April 2025, the Company determined that one multifamily property located in Los Angeles met the criteria for classification as held for sale, as described in Note 18 — Assets Held for Sale. Accordingly, the property is reported separately as Assets held for sale in the consolidated balance sheet as of June 30, 2025. The amounts presented in Note 5 — Investment in Real Estate, net exclude this property as of June 30, 2025.

The following table reconciles investment in real estate, net from June 30, 2024 to June 30, 2025.

For the year ended June 30, 2025	Amount
Balance at June 30, 2024	$	47,542,000
Additions (capital improvements)		1,664,000
Depreciation expense		(2,990,000	)
Held for sale		(963,000	)
Disposals/transfers		-
Balance at June 30, 2025	$	45,253,000

Additions reflect capital improvements to the Company’s multifamily and commercial properties during the year. Depreciation expense reflects the change in accumulated depreciation for the period (from $52,846,000 to $55,842,000). There were no disposals or transfers, and one property was classified as held for sale during the period.

NOTE 6 - INVESTMENT IN MARKETABLE SECURITIES

The Company’s investment in marketable securities consists primarily of corporate equities. The Company has also periodically invested in corporate bonds and income producing securities, which may include interests in real estate-based companies and REITs, where financial benefit could inure to its shareholders through income and/or capital gain.

At June 30, ~~2024~~2025 and ~~2023~~2024, ~~all of~~ the Company’s marketable securities are ~~classified~~accounted asfor ~~trading~~under ~~securities.~~ASC ~~The~~321 ~~change~~and inmeasured ~~the~~at ~~unrealized~~fair value with changes ~~gains~~recognized in earnings; and ~~losses~~marketable ondebt ~~these~~securities, ~~investments~~if held, are ~~included~~classified as trading with changes recognized in earnings. ~~Trading~~The ~~securities~~following table ~~are~~summarizes ~~summarized~~cost asand ~~follows~~fair value information for marketable securities:

SCHEDULE OF TRADING SECURITIES

			Gross		Gross			Net
Investment	Cost		Unrealized Gain		Unrealized Loss			Unrealized Gain		Fair Value
As of June 30, 2025
Corporate Equities	$	790,000	$	180,000	$	(1,000	)	$	179,000	$	969,000
As of June 30, 2024
Corporate Equities	$	6,262,000	$	1,697,000	$	(505,000	)	$	1,192,000	$	7,454,000
As of June 30, 2023
Corporate Equities	$	15,419,000	$	3,713,000	$	(787,000	)	$	2,926,000	$	18,345,000

Net ~~gain (~~loss) on marketable securities onin the ~~statement~~consolidated statements of operations iscomprises ~~comprised of~~ realized and unrealized ~~gains (losses). Below is the composition of the two~~ components ~~for the years ended June 30~~, ~~2024~~as ~~and 2023, respectively.~~follows:

SCHEDULE OF NET GAINS (LOSSES) ON MARKETABLE SECURITIES COMPRISING OF REALIZED AND UNREALIZED ~~GAINS (LOSSES)~~

For the year ended June 30,	~~2024~~2025			~~2023~~2024
Realized gain (loss) on marketable securities	$	1,251,000		$	(1,712,000	)
Realized (loss) gain on marketable securities	$	(329,000	)	$	1,251,000
Unrealized (loss) gain on marketable securities		(1,736,000	)		2,838,000
Unrealized loss on marketable securities		(1,018,000	)		(1,736,000	)
Net (loss) gain on marketable securities	$	(485,000	)	$	1,126,000
Net loss on marketable securities	$	(1,347,000	)	$	(485,000	)

Gains and losses on marketable securities may continue to fluctuate significantly from period to period, and past results are not necessarily indicative of future performance. There were no material changes to related accounting policies during the periods presented.

As of June 30, 2025, one equity security represented approximately 99% of the fair value of the Company’s marketable equity portfolio.

NOTE 7 - FAIR VALUE MEASUREMENTS

The carrying values of the Company’s financial instruments ~~not~~that ~~required~~are tonot bemeasured ~~carried~~ at fair value on a recurring basis approximate ~~fair~~ fair value due to their short maturities (~~i.e.,~~including accounts receivable, other assets, accounts payable and other liabilities, due to securities broker and obligations for securities sold) or the nature and terms of the obligation (~~i.e.,~~such as other notes payable and mortgage notes payable). Management evaluates their instruments in accordance with ASC 820 and has determined that there are no material differences between the carrying amounts and estimated fair values of these financial instruments as of June 30, 2025 and 2024. There were no transfers between Levels 1, 2, and 3 during years ended June 30, 2025 and 2024.

5049

The assets measured at fair value on a recurring basis are as follows:

As of June 30, 2025	Level 1
Assets:
Investment in marketable securities:
REITs and real estate companies	$	966,000
Technology		3,000
Total	$	969,000

As of June 30, 2024	Level 1
Assets:
Investment in marketable securities:
REITs and real estate companies	$	3,358,000
Communication services		1,994,000
T-Notes		933,000
Energy		303,000
Financial services		269,000
Healthcare		179,000
Utilities		163,000
Industrial		159,000
Basic materials		75,000
Technology		21,000
Total	$	7,454,000

As of June 30, 2023	Level 1
Assets:
Investment in marketable securities:
REITs and real estate companies	$	6,985,000
Technology		2,779,000
T-Notes		2,093,000
Financial services		1,865,000
Consumer cyclical		1,689,000
Basic materials		1,047,000
Healthcare		739,000
Communication services		566,000
Industrial		485,000
Utilities		97,000
Total	$	18,345,000

The fair values of investments in marketable securities are determined by the most recently traded price of each security at the balance sheet date (quoted prices in active markets; Level 1 inputs).

On March 31, 2025, Portsmouth, through its affiliate Justice Operating Company, LLC, entered into an interest rate cap agreement (the “Interest Rate Cap”) with Goldman Sachs Bank USA as required under the March 28, 2025 senior Loan Agreement, intended to economically limit the Company’s exposure to increases in Term SOFR. The Interest Rate Cap caps Term SOFR at 4.50% and has a notional amount equal ~~fair~~to ~~values~~or greater than the outstanding principal balance of ~~investments~~the loan. The Company paid a premium of approximately $136,000 for the cap at inception. Changes in ~~marketable~~the ~~securities~~fair value of the Interest Rate Cap are ~~determined~~recorded byin ~~the~~Other ~~most~~Income ~~recently~~(Expense) ~~traded~~within ~~price~~the consolidated statements of ~~each~~operations. ~~security~~At inception the cap was recorded at its fair value, which equaled the ~~balance~~premium paid; subsequent changes in fair value ~~sheet~~are ~~date~~recognized in earnings in each reporting period.

51The Interest Rate Cap is not designated as a hedging instrument under ASC 815 and is therefore accounted for at fair value, with changes in fair value recognized in earnings each reporting period. The cap is classified as a Level 2 financial instrument under the fair value hierarchy established by ASC 820, as its valuation is based on observable market inputs including interest rate curves and volatility assumptions obtained from a third-party pricing service. The Interest Rate Cap is associated with the Hotel senior mortgage and is held at the Portsmouth subsidiary level.

The following table summarizes the fair value of the derivative instrument as of June 30, 2025:

SCHEDULE OF DERIVATIVE INSTRUMENT

Derivative instruments measured at fair value on a recurring basis

Derivative Type

Notional Amount

Balance Sheet

Classification

Fair Value

Hierarchy

Interest Rate

67,000,000

Other Assets

52,000

(a)

Level 2

(a)	Fair value was not material as of June 30, 2025; the asset is included within Other Assets on the consolidated balance sheets. The Company had no derivative liabilities outstanding as of June 30, 2025.

There have been no material changes to the Company’s fair value measurement methodologies or classification of instruments during the periods presented.

NOTE 8 – OTHER ASSETS

Other assets consist of the following as of June 30:

SCHEDULE OF OTHER ASSETS, NET

	2024		2023
	2025		2024
Accounts receivable, net	$	~~654~~525,000	$	~~631~~654,000
Prepaid expenses		~~751~~874,000		~~648~~751,000
Miscellaneous assets		1741,~~103,~~000		~~681~~1,103,000
Prepaid taxes		~~712~~49,000		~~804~~712,000
Total other assets	$	32,~~220~~189,000	$	23,~~764~~220,000

There have been no material changes in the nature or classification of other assets during the periods presented. Income tax balances are presented gross by jurisdiction in accordance with ASC 740; amounts payable, if any, are classified within current liabilities.

NOTE 9 –OTHER FINANCING TRANSACTIONS

The following summarizes the balances of other notes payable as of June 30, ~~2024~~2025 and ~~2023~~2024, respectively.

SUMMARY OF OTHER NOTES PAYABLE

As of June 30,	~~2024~~2025		~~2023~~2024
Note payable – Hilton	$	1,~~742~~583,000	$	21,~~058~~742,000
Note payable – Aimbridge		~~646~~396,000		~~896~~646,000
Total other notes payable	$	21,~~388~~979,000	$	2,~~954~~388,000

~~Note~~Development ~~payable~~incentive note to Hilton (Franchisor) is a self-exhausting, interest free ~~development incentive~~ note which is reduced by approximately $317,000 annually through 2030 by Hilton if the Hotel isremains ~~still~~ a ~~Franchisee~~franchisee ~~with~~under the Hilton brand. If the franchise is terminated prior to the end of the amortization period, amounts may become payable pursuant to the agreement.

OnAmbridge key money on February 1, 2017, Operating entered aninto a Hotel Management Agreement (“HMA”) with ~~Ambridge~~Aimbridge to manage the Hotel , with an effective takeover date of February 3, 2017. The term of the ~~management~~HMA ~~agreement~~ is for an initial period of 10 years ~~commencing on the takeover date~~ and automatically renews for ~~an additional~~up ~~year not~~ to ~~exceed~~ five additional years in aggregate, subject to certain conditions. The HMA also provides ~~for~~Aimbridge ~~Ambridge~~ to advance a key money ~~incentive fee to the Hotel for capital improvements in the amount~~ of $2,000,000 ~~under~~for ~~certain~~capital ~~terms~~improvements ~~and~~under ~~conditions described in~~ a separate key money agreement. The key money ~~contribution~~is ~~shall be~~ amortized in equal monthly amounts over an eight (8) ~~year~~years ~~period~~ commencing on the second anniversary of the takeover date. ~~During~~and ~~the~~is ~~first~~recognized ~~quarter~~as ofa ~~fiscal~~reduction ~~year~~of ~~2021, the~~ Hotel ~~obtained~~operating ~~approval~~expenses. The ~~from~~unamortized ~~Ambridge~~portion toof ~~use~~ the key money, ~~for~~$396,000 ~~hotel operations~~ and ~~the funds were exhausted by December 31~~$646,000 ~~2020.~~as ~~The unamortized portion~~ of ~~the~~ ~~key~~June ~~money~~30, in2025 ~~the~~and ~~amount of $646~~2024,~~000~~ ~~and $896~~respectively,~~000~~ ~~are~~is included in other notes payable in the consolidated balance sheets atdue ~~June~~to ~~30, 2024~~potential ~~and~~repayment ~~2023,~~or ~~respectively~~claw back provisions upon early termination.

Future minimum principal payments for all other financing transactions are as follows:

For the year ending June 30,
2025	$	567,000
2026	$	567,000
2026		567,000
2027		463,000
2028		317,000
2029		317,000
Thereafter		157,000
2030		315,000
Long term debt	$	2,388,000
Thereafter		-
Long term debt	$	1,979,000

5251

On July 2, 2014, the Partnership ~~obtained~~secured ~~from InterGroup~~ an unsecured loan from InterGroup in the principal amount of $4,250,000, atbearing ~~12%~~a ~~per year~~ fixed annual interest, ~~with~~rate ~~a term~~ of ~~2 years~~12%, ~~payable~~with ~~interest~~no ~~only~~monthly ~~each~~principal ~~month.~~or ~~InterGroup~~interest ~~received~~payments arequired 3%prior ~~loan fee. The loan may be prepaid at any time without penalty. The loan was extended~~ to ~~July 31, 2023~~maturity. ~~On December 16, 2020, the Partnership and~~ InterGroup ~~entered~~also ~~into~~received a loan fee ~~modification~~equal ~~agreement which increased the Partnership’s borrowing from InterGroup as needed up~~ to ~~$10,000,000.~~3% ~~Upon the dissolution~~ of the ~~Partnership in December 2021, Portsmouth assumed the Partnership’s note payable to InterGroup in the amount of $11,350,000~~principal. On ~~December~~The ~~31, 2021, Portsmouth and InterGroup entered into a~~ loan ~~modification~~was ~~agreement~~prepayable ~~which~~at ~~increased~~any ~~Portsmouth’s~~time ~~borrowing from~~without ~~InterGroup~~penalty asand ~~needed up to $16,000,000. In July 2023, the note maturity date~~ was subsequently extended tothrough July 31, 2025 and the borrowing amount available was increased to $20,000,000. In March 2024, Portsmouth and InterGroup entered in a loan modification agreement which increased Portsmouth’s borrowing amount to $30,000,000. Portsmouth agreed to a 0.5% loan modification fee for the increased borrowing of $10,000,000 payable to InterGroup. During the fiscal year ending June 30, 2024 and 2023~~, InterGroup advanced to the Hotel $10,793,000 and $1,500,000, respectively, bringing the total amounts due to InterGroup were $26,493,000 and $15,700,000 as of June 30, 2024 and 2023~~. ~~Portsmouth has not made any paid-downs to its note payable InterGroup. This note has been eliminated in the consolidated financial statements.~~

In March 2024, another amendment raised the available borrowing limit to $30,000,000, subject to a 0.5% modification fee on the $10,000,000 increase.

Principal and accrued interest on the InterGroup loan are payable in full at maturity; no monthly principal or interest payments are required prior to that date. During the fiscal years ended June 30, 2025, and 2024, InterGroup advanced $11,615,000 and $10,793,000, respectively, to the Hotel to support its operations. As of June 30, 2025, and 2024, the amounts owed to InterGroup totaled $38,108,000 and $26,493,000, respectively. To date, the Company has not made any principal repayments on this note payable

The Company’s Audit Committee and Board of Directors reviewed and approved the related party loan agreements in accordance with its related party transaction policy. These transactions are disclosed pursuant to ASC 850 and Item 404 of Regulation S-K.

The Company may consider amending its by-laws to increase authorized shares and issue equity in public markets if needed, a measure that would be pursued as part of broader liquidity planning.

Four of the Portsmouth directors serve as directors of InterGroup. The Company’s Vice President Real Estate was elected President of Portsmouth in May 2021. The Company’s director and Chairman of the Audit Committee is William J. Nance.

As Chairman of the Executive Strategic Real Estate and Securities Investment Committee, the Company’s President and Chief Executive Officer (CEO), John V. Winfield, directs the investment activity of the Company in public and private markets pursuant to authority granted by the Board of Directors. Mr. Winfield also serves as Chief Executive Officer and Chairman of the Board of Portsmouth and oversees the investment activity of Portsmouth. Effective June 2016, Mr. Winfield became the Managing Director of Justice and served in that position until the dissolution of Justice in December 2021. Depending on certain market conditions and various risk factors, the Chief Executive Officer and Portsmouth may, at times, invest in the same companies in which the Company invests. Such investments align the interests of the Company with the interests of related parties because it places the personal resources of the Chief Executive Officer and the resources of Portsmouth, at risk in substantially the same manner as the Company in connection with investment decisions made on behalf of the Company.

5352

NOTE 10 – MORTGAGE NOTES PAYABLE

OnPresentation ~~December~~and ~~18,~~borrower ~~2013:~~entities ~~(i)~~unless ~~Justice~~otherwise ~~Operating Company~~noted, ~~LLC,~~“the aCompany” ~~Delaware~~refers ~~limited~~to ~~liability~~The ~~company~~InterGroup ~~(“Operating”),~~Corporation ~~entered~~on ~~into~~ a consolidated basis. ~~loan~~The ~~agreement~~Hotel ~~(“Mortgage~~mortgage ~~Loan~~and ~~Agreement”)~~mezzanine ~~with~~debt ~~Bank~~described ofin ~~America~~Sections ~~(“Mortgage~~A–E ~~Lender”);~~are ~~and~~obligations ~~(ii)~~of ~~Justice~~Portsmouth ~~Mezzanine Company~~Square, aInc. ~~Delaware limited liability company~~ (“~~Mezzanine~~Portsmouth”), subsidiaries ~~entered~~Justice ~~into~~Operating aCompany, ~~mezzanine~~LLC ~~loan agreement~~ (“~~Mezzanine Loan Agreement~~Operating”), and, ~~together~~Justice ~~with~~Mezzanine ~~the Mortgage Loan Agreement~~Company, ~~the~~LLC (“~~Loan Agreements~~Mezzanine”). These ~~with~~loans ~~ISBI~~are ~~San~~secured ~~Francisco~~at ~~Mezz~~the ~~Lender LLC~~Hotel-subsidiary ~~(“Mezzanine~~level ~~Lender”~~ and, ~~together~~are ~~with~~non-recourse ~~Mortgage~~to ~~Lender,~~InterGroup ~~the~~except ~~“Lenders”).~~to ~~The Partnership was~~ the ~~sole~~extent ~~member~~ of ~~Mezzanine~~limited ~~until~~guaranties ~~its dissolution~~ described in ~~December~~Section ~~2021~~D. ~~when~~InterGroup’s ~~Portsmouth~~separate ~~replaced~~real ~~the~~estate ~~Partnership~~mortgages as(non-Hotel) ~~the~~are ~~sole~~presented ~~member~~in ofSection ~~Mezzanine~~F. ~~Mezzanine is the sole member of Operating.~~

~~The~~Obligor ~~Loan Agreements provide for a $97,000,000 Mortgage Loan~~ and arecourse ~~$20,000,000~~overview ~~Mezzanine~~(as ~~Loan. The proceeds~~ of ~~the Loan Agreements were used to fund the redemption of limited partnership interests~~ and ~~the~~for ~~pay-off of~~ the ~~prior~~periods ~~mortgage.~~presented):

~~The Mortgage~~Facility ~~Loan~~Primary isobligor ~~secured~~Collateral byRecourse ~~Operating’s~~to ~~principal~~InterGroup ~~asset, the~~ Hilton San Francisco- Financial District ~~(the~~– ~~“Property”). The~~senior ~~Mortgage~~mortgage ~~Loan~~Justice ~~bears~~Operating anCompany, ~~interest~~LLC ~~rate~~(Portsmouth ofsubsidiary) ~~5.275%~~Hotel ~~per annum~~ and matures in January 2024. The term of the loan is 10 years with interest only due in the first three years and principal and interest on the remaining seven years of the loan based on a thirty-year amortization schedule. The Mortgage Loan also requires payments for impounds related toassets ~~property~~Limited ~~tax,~~guaranty ~~insurance~~by ~~and~~Portsmouth; ~~capital~~InterGroup ~~improvement~~as ~~reserves. As~~ additional ~~security~~guarantor ~~for the Mortgage Loan, there is a limited guaranty~~ (~~“Mortgage~~see ~~Guaranty”~~Section D) ~~executed~~Hilton bySan ~~Portsmouth~~Francisco ~~in favor~~Financial ofDistrict ~~the~~– ~~Mortgage~~mezzanine ~~Lender.~~Justice OnMezzanine ~~April 29~~Company, ~~2024,~~LLC ~~U.S. Bank National Association and other lenders~~ (~~“Lender”)~~Portsmouth ~~entered into a Forbearance Agreement (the “Mortgage Loan Forbearance Agreement”~~subsidiary), ~~all~~Equity ~~capitalized~~interests ~~terms are used~~ in ~~this paragraph as defined in this agreement with~~ Operating. ~~Assuming~~Limited noguaranty ~~Termination~~by ~~Event~~Portsmouth; ~~occurs,~~InterGroup ~~Lender~~as ~~agrees~~additional toguarantor ~~not~~(see ~~take~~Section ~~any~~D) ~~action~~InterGroup ~~with~~non-hotel ~~respect~~property ~~to the~~mortgages ~~loan facility set forth therein prior to January 1, 2025~~(e. ~~During the Forbearance Period~~g., Operating shall make all regularly scheduled payments to the Lender. The Mortgage Loan Forbearance Agreement also contains amended terms as to financial covenants and a 10% principal paydown in the amount of $8Florence,~~589,706.44~~ toKY; ~~be applied by the Lender upon execution of the Mortgage Loan Forbearance Agreement~~St. ~~Retroactive to January 1~~Louis, ~~2024,~~MO; ~~Operating~~Las ~~is required to accrue an additional 4% default interest~~Colinas, ~~due~~TX) ~~and~~InterGroup ~~payable to Lender at the new maturity~~ or ~~loan~~its ~~prepayment.~~property-owning Insubsidiaries ~~addition,~~(non-Portsmouth) ~~Operating~~Related ~~paid~~multifamily/commercial 1%properties ~~forbearance~~Obligations ~~fee~~of orInterGroup ~~$858,971~~(parent-level toreal ~~Lender~~estate ~~upon execution of the Forbearance Agreement.~~portfolio)

~~The~~A. ~~Mezzanine Loan is secured by the Operating membership interest held by Mezzanine and is subordinated to the~~ Mortgage ~~Loan. The Mezzanine Loan had an interest rate of 9.75% per annum~~ and ~~a maturity date of January 1, 2024. Interest only payments were due monthly. On July 31, 2019,~~ Mezzanine ~~refinanced the Mezzanine~~ Loan by entering into a new mezzanine loan agreement (“New Mezzanine Loan Agreement”) with Cred Reit Holdco LLC in the amount of $20,000,000. The prior Mezzanine Loan was paid off. Interest rate on the new mezzanine loan is 7.25% and the loan matured on January 1, 2024. Interest only payments are due monthly. As additional security for the new mezzanine loan, there is a limited guaranty executed by Portsmouth in favor of Cred Reit Holdco LLC (the “Mezzanine Guaranty” and, together with the Mortgage Guaranty, the “Guaranties”). On April 29, 2024, CRED REIT HOLDCO LLC (“Mezz Lender”) entered into a Forbearance Agreement (the “Mezz Forbearance Agreement”), all capitalized terms in this paragraph are used as defined in the Mezz Forbearance Agreement) with Mezzanine, an indirect subsidiary of the Company. Assuming no termination event occurs, Mezz Lender agrees to not take any action with respect to the loan facility set forth therein prior to January 1, 2025. The Mezz Lender also has advanced $4.5 million for payment of the 10% principal paydown with respect to the Mortgage Loan Forbearance Agreement (defined below). Retroactive to January 1, 2024, Mezzanine will be required to accrue an additional 4% default interest and a 1% forbearance fee or $245,000. During the Forbearance Period, no payments will be due to the Mezz Lender until the new maturity date or loan prepayment. Both forbearance agreements also contain customary and usual terms, events of default, transaction fees, and representations and warranties and covenants for like transactions.History

In ~~order~~December to2013, ~~refinance~~Justice ~~the~~Investors ~~Hotel’s~~Limited ~~aforementioned~~Partnership ~~debt~~(“Justice”), inthen ~~May~~a ~~2024~~consolidated subsidiary of Portsmouth, ~~the~~obtained a ~~Company~~$97,000,000 ~~entered~~mortgage ~~into~~loan and a ~~financing~~$20,000,000 ~~procurement~~mezzanine ~~agreement~~loan ~~with a~~to ~~global~~fund ~~provider~~the redemption of ~~financial~~limited ~~advisory~~partnership ~~services~~interests toand ~~real~~repay ~~estate~~a ~~owners~~prior $42,940,000 mortgage loan. The ~~Company~~mortgage ~~will~~loan ~~endeavor~~was tosecured ~~refinance~~by Portsmouth’s principal asset, the ~~aforementioned~~Hilton ~~loans~~San Francisco Financial District ~~prior~~(the to“Hotel”), ~~their~~and ~~new~~bore ~~maturity~~interest at 5.275% per annum. The loan required interest-only payments through January 2017 and began amortizing thereafter on a 30-year schedule, maturing on January 1, 2024. The mortgage loan was guaranteed in part by Portsmouth.

The mezzanine loan, originally bearing interest at 9.75% per annum and maturing concurrently with the senior loan, was secured by the membership interests of Justice Operating Company, LLC (“Operating”), held by Justice Mezzanine Company, LLC (“Mezzanine”), and was subordinated to the mortgage debt. The mezzanine loan was refinanced in July 2019 through a new agreement with CRED REIT Holdco LLC (“Mezzanine Lender”) in the amount of $20,000,000, at a reduced fixed interest rate of 7.25%, also maturing on January 1, 2024.

As of June 30, 2024, the outstanding senior mortgage loan balance was $76,962,000. As of December 31, 2024, the outstanding balance was $75,789,000.

B. Forbearance Agreements and Defaults

Due to the maturity of both loans on January 1, 2024, and the absence of full repayment by that date, Portsmouth (through Operating and Mezzanine) negotiated forbearance agreements with both lenders on April 29, 2024.

Mortgage Loan Forbearance Agreement (U.S. Bank and others, the “Mortgage Lender”):

	●	Provided forbearance through January 1, 2025, assuming no termination event.
	●	Required a 10% principal paydown of $8,590,000.
	●	Included accrual of 4% default interest, retroactive to January 1, 2024, payable upon final maturity or prepayment.
	●	Included a 1% forbearance fee of $859,000, paid at execution.
	●	Operating continued timely monthly payments during the forbearance period.
	●	Guaranteed by Portsmouth.

Mezzanine Loan Forbearance Agreement (CRED REIT Holdco LLC):

	●	Provided forbearance through January 1, 2025, contingent on no termination event.
	●	Mezzanine Lender advanced $4.5 million to cover the senior loan principal paydown.
	●	Required 4% default interest accrual and a 1% forbearance fee ($245,000), both payable at final maturity or prepayment.
	●	No payments were required during the forbearance period.
	●	Guaranteed by Portsmouth.

Both agreements contained customary covenants, events of default, and representations and warranties. On January 3, 2025, Operating received a Notice of Termination from the Mortgage Lender, citing a termination event for failure to repay the debt by the forbearance expiration. On January 14, 2025, the Mezzanine Lender issued a Notice of Default, asserting its rights to pursue all remedies under the agreement.

These defaults were the primary contributors to Portsmouth’s substantial doubt assessment under ASC 205-40, as disclosed in Note 2 – Liquidity.

C. Debt Refinancing Completed on March 28, 2025

On January 21, 2025, Portsmouth executed a non-binding term sheet with Prime Finance (“Prime”) for a new senior loan. On March 28, 2025, Portsmouth’s subsidiaries closed on both a senior mortgage loan and modified mezzanine loan (collectively, the “Loan Agreements”), fully retiring the prior debt with U.S. Bank and CRED REIT Holdco LLC. In connection with the March 28, 2025 closing, all prior guaranties and credit documents related to the 2013/2017 facilities were terminated and replaced by the 2025 senior Loan Agreement and amended mezzanine documents.

	●	Senior Mortgage Loan (PRIME Finance): Justice Operating Company, LLC entered into a $67,000,000 mortgage loan. The loan bears interest at a floating rate equal to the greater of (i) 7.65% or (ii) the Benchmark (initially Term SOFR) + 4.75% (the “Spread”); and is interest-only through maturity. Matures April 9, 2027, with three one-year extension options (2028, 2029 and 2030) subject to customary conditions (including satisfaction of financial/operational covenants and maintenance/renewal of required rate protection). Upon an Event of Default, the contractual default rate is the Interest Rate + 5%. The loan is secured by the Hotel. Concurrently, Operating purchased a two-year interest-rate cap that caps Term SOFR at 4.50% and must be maintained or replaced for any extension period. Operating paid a premium of approximately $136,000 for the rate cap.
	●	Mezzanine Loan (Amended and Restated). Justice Mezzanine Company, LLC executed an amended and restated mezzanine loan with CRED REIT Holdco LLC in the principal amount of $36,300,000. The loan bears interest at a fixed 7.25% per annum through March 28, 2027, and 11.25% thereafter, and shares the April 9, 2027 stated maturity with the senior loan, with extension mechanics that align with the senior facility’s extensions (subject to conditions, including the senior loan being extended). The mezzanine loan is secured by a pledge of Mezzanine’s membership interest in Operating; the mezzanine default rate is the Interest Rate + 4%. The loan modifications were material in nature and therefore the transaction under ASC 470-50 accounted for as an extinguishment. The lender agreed to waive a forbearance fee of $245,000 and default interest of approximately $1.17 million, for a total waiver of $1.416 million. The waived amounts were recorded as a gain on extinguishment of debt.
	●	Obligor/Guarantor structure. The senior mortgage is an obligation of Operating, and the mezzanine loan is an obligation of Mezzanine. Neither loan is a general obligation of InterGroup.

Portsmouth continues to provide a limited guaranty in connection with both facilities. These borrower entities are also subject to customary covenants, including financial ratios and affirmative obligations. Copies of the senior Loan Agreement, the Mezzanine Loan Amendment, and the Cash Management Agreement are incorporated by reference to the Annual Report on Form 10-K of Portsmouth Square, Inc. for the fiscal year ended June 30, 2025 (see Item 15(a)(3)-Exhibits.

D. Guaranties

Under the March 28, 2025, refinancing, all guaranties associated with the prior 2013 senior mortgage and 2019 mezzanine facilities were terminated. The current senior mortgage and amended mezzanine facilities include customary limited non-recourse carve-out and performance undertakings provided at the Portsmouth/operating-entity level. InterGroup is not a guarantor of the March 28, 2025, senior mortgage loan or the amended mezzanine loan.

E. DSCR and Lockbox Arrangements

Operating has ongoing DSCR, cash-trap and other covenant requirements under the refinanced loans. Under the March 28, 2025 refinancing, a Cash Management Agreement with Prime Finance (“Lender”) and Wells Fargo Bank, N.A. (“Cash Management Bank”) requires that all Hotel cash receipts be deposited into a lender-controlled account. This lockbox arrangement remains in effect as provided in the loan documents and related intercreditor arrangements. Funds are disbursed for approved operating expenses, debt service (including senior interest-only), and required reserves (insurance, real estate taxes, and furniture, fixtures and equipment) in accordance with lender-approved budgets. Excess cash, if any, is applied in accordance with the senior waterfall and intercreditor agreement, which may limit current-pay to the mezzanine lender or upstream distributions. These cash-management provisions apply only to the Hotel’s financing at Portsmouth’s subsidiaries; they do not restrict InterGroup’s non-Hotel properties.

F. InterGroup Real Estate Mortgages (Non-Hotel)

During the fiscal year ending June 30, 2025, InterGroup refinanced the mortgage on its 157-unit apartment located in Florence, Kentucky in the amount of $9,800,000. The term of the loan is approximately 10 years with an interest rate at 5.40%. The loan matures in January 2035. In May 2025 InterGroup amended the agreement on our St. Louis, Missouri property to new loan maturity of June 5, 2028. In May 2025 InterGroup made a principal reduction payment of $344,000.

During the fiscal year ending June 30, 2024, InterGroup obtained a second mortgage on its 358-unit apartment located in Las Colinas, Texas in the amount of $4,573,000. The term of the loan is approximately 7 years with interest rate at 7.60%.

~~The~~These ~~Guaranties~~non-Hotel ~~are~~property ~~limited~~mortgages ~~to what~~ are ~~commonly~~obligations ~~referred~~of toInterGroup ~~as “bad boy” acts, including:~~ (i)parent-level ~~fraud~~real orestate ~~intentional misrepresentations; (ii~~portfolio) ~~gross negligence or willful misconduct; (iii) misapplication or misappropriation of rents, security deposits, insurance, or condemnation proceeds;~~ and ~~(iv) failure to pay taxes or insurance. The Guaranties~~ are ~~full~~separate ~~recourse guaranties under identified circumstances~~from, ~~including failure~~and to maintain “single purpose” status which is a factor in a consolidation of Operating or Mezzanine in a bankruptcy of another person, transfer, or encumbrance of the Property in violation of the applicable loan documents, Operating or Mezzanine incurring debts that are not ~~permitted, and the Property becoming subject to a bankruptcy proceeding. Pursuant to the Guaranties, the Partnership~~cross-defaulted was required to maintain a certain minimum net worth and liquidity. Effective as of May 12, 2017, InterGroup agreed to become an additional guarantor under the limited guaranty and an additional indemnitor under the environmental indemnity for the $97,000,000 mortgage loan and the $20,000,000 mezzanine loan. Pursuant to the agreement, InterGroup is required to maintain a certain net worth and liquidity. As of June 30, 2024 and 2023, InterGroup is in compliance with ~~both requirements. Justice Operating Company~~, ~~LLC is not meeting certain of its loan covenants such as~~ the ~~Debt Service Coverage Ratio (“DSCR”) which would trigger the creation of a lockbox and cash sweep by the Lender for all cash collected by the~~ Hotel,-level ~~and~~financing under certain terms, would allow the Lender to request Operating to replace its hotel management company. However, such lockbox has been created and utilized from the loan inception and will be in place up to loan maturity regardless of ~~the~~Portsmouth’s ~~DSCR~~subsidiaries. ~~Justice has not missed any of its debt service payments and does not anticipate missing any debt obligations for at least the next twelve months and beyond.~~

Each ofmortgage ~~the~~notes ~~Loan~~payable ~~Agreements~~is ~~contains~~secured ~~customary~~by ~~representations~~real ~~and~~estate ~~warranties,~~or ~~events of default, reporting requirements, affirmative covenants and negative covenants, which impose restrictions on, among other things, organizational changes of~~ the ~~respective~~Hotel. ~~borrower,~~As ~~operations~~ of ~~the~~June ~~Property~~30, ~~agreements~~2025 ~~with affiliates~~ and ~~third~~2024, ~~parties. Each of~~ the ~~Loan~~mortgage ~~Agreements~~notes ~~also~~payables ~~provides~~are ~~for mandatory prepayments under~~summarized ~~certain~~as ~~circumstances (including casualty or condemnation events) and voluntary prepayments, subject to satisfaction of prescribed conditions set forth in the Loan Agreements.~~follows:

On May 31, 2023, the Company refinanced its St. Louis, Missouri $4,823,000 mortgage with a two-year $5,360,000 mortgage with a floating monthly rate of the 30-day SOFR (capped at 5.5%) plus SOFR margin of 3.10%, interest-only payments are due for the first 12 months and $5,500 principal paydowns commencing in June 2024.

Each mortgage notes payable is secured by real estate or the Hotel. As of June 30, 2024 and 2023, the mortgage notes payables are summarized as follows:

SCHEDULE OF MORTGAGE NOTE PAYABLE

	As of June 30, 2024
	As of June 30, 2025
	Number	Note	~~Note~~	Note	~~Note~~Mortgage			~~Mortgage~~				~~Interest~~
Property	of Units	Origination Date	~~Origination Date~~	Maturity Date	~~Maturity Date~~Balance			~~Balance~~	Interest Rate			~~Rate~~
SF Hotel	544 rooms	March 2025	~~December 2013~~	April 2027	~~January 2025~~$	67,000,000		$	~~76,962,000~~	Variable at the greater of 7.65% or (Term SOFR + 4.75%) (a)			~~5.28~~	%
													plus 4% default rate
SF Hotel	544 rooms	March 2025		April 2027		36,300,000				7.25% fixed through 03/28/2027; 11.25 thereafter
SF Hotel	544 rooms		July 2019		January 2025				24,500,000				7.25	%
		Mortgage notes payable – Hotel				103,300,000
													plus 4% default rate
		Debt issuance costs				(1,781,000	)
			Mortgage notes payable – Hotel						101,462,000
		Total mortgage notes payable – Hotel			$	101,519,000
			Debt issuance costs						(679,000	)
Florence	157	December 2024		January 2035	$	9,800,000				5.40	%
			Total mortgage notes payable – Hotel					$	100,783,000
Las Colinas	358	October 2021		November 2031		28,800,000				2.95	%
Florence	157		March 2015		April 2025			$	2,834,000				3.87	%
Las Colinas	358	December 2023		November 2031		4,573,000				7.60	%
Las Colinas	358		October 2021		November 2031				28,800,000				2.95	%
Morris County	151	April 2020		May 2030		16,392,000				3.17	%
Las Colinas	358		December 2023		November 2031				4,573,000				7.60	%
St. Louis	264	May 2023		May 2028		4,950,000				8.60	%
Morris County	151		April 2020		May 2030				16,807,000				3.17	%
Los Angeles	4	July 2021		July 2051		1,064,000				3.50	%
St. Louis	264		May 2023		May 2025				5,355,000				8.60	%
Los Angeles	2	July 2021		July 2051		644,000				3.50	%
Los Angeles	41	June 2021	~~July 2021~~	August 2051	~~July 2051~~	847,000			~~1,088,000~~	3.50	%		~~3.50~~	%
Los Angeles	231	October 2020	~~July 2021~~	November 2030	~~July 2051~~	7,907,000			~~659,000~~	2.52	%		~~3.50~~	%
Los Angeles	130	June 2022	~~June 2021~~	July 2052	~~August 2051~~	5,558,000			~~867,000~~	4.40	%		~~3.50~~	%
Los Angeles	3114	January 2021	~~October 2020~~	February 2031	~~November 2030~~	2,522,000			~~8,102,000~~	3.05	%		~~2.52~~	%
Los Angeles	3012	June 2016	~~June 2022~~	June 2026	~~July 2052~~	1,863,000			~~5,662,000~~	3.59	%		~~4.40~~	%
Los Angeles	149	June 2020	~~January 2021~~	July 2030	~~February 2031~~	2,326,000			~~2,585,000~~	3.09	%		~~3.05~~	%
Los Angeles	129	November 2020	~~June 2016~~	December 2030	~~June 2026~~	1,803,000			~~1,919,000~~	3.05	%		~~3.59~~	%
Los Angeles	98	July 2021	~~June 2020~~	July 2051	~~July 2030~~	1,469,000			~~2,386,000~~	3.50	%		~~3.09~~	%
Los Angeles	97	August 2012	~~November 2020~~	September 2042	~~December 2030~~	715,000			~~1,848,000~~	3.75	%		~~3.05~~	%
Los Angeles	84	June 2021	~~July 2021~~	August 2051	~~July 2051~~	1,064,000			~~1,503,000~~	3.50	%		~~3.50~~	%
Los Angeles	71	June 2021	~~August 2012~~	August 2051	~~September 2042~~	511,000			~~733,000~~	3.50	%		~~3.75~~	%
Los Angeles	4	July 2021	~~June 2021~~	August 2051	~~August 2051~~	766,000			~~1,088,000~~	3.50	%		~~3.50~~	%
Los Angeles	1	September 2018	~~June 2021~~	October 2048	~~August 2051~~	886,000			~~523,000~~	3.50	%		~~3.50~~	%
Los Angeles	4		July 2021		August 2051				783,000				3.50	%
		Mortgage notes payable – real estate				94,460,000
Los Angeles	1		September 2018		October 2048				910,000				3.50	%
		Debt issuance costs				(865,000	)
			Mortgage notes payable – real estate						89,025,000
		Total mortgage notes payable – real estate			$	93,595,000
			Debt issuance costs						(852,000	)
			Total mortgage notes payable – real estate					$	88,173,000

5655

	As of June 30, 2023
	As of June 30, 2024
	Number	Note	~~Note~~	Note	~~Note~~Mortgage			~~Mortgage~~	Interest			~~Interest~~
Property	of Units	Origination Date	~~Origination Date~~	Maturity Date	~~Maturity Date~~Balance			~~Balance~~	Rate			~~Rate~~
SF Hotel	544 rooms	December 2013	~~December 2013~~	January 2025	~~January 2024~~$	76,962,000		$	~~87,240,000~~	5.28	%		~~5.28~~	%
SF Hotel	544 rooms		July 2019		January 2024				20,000,000				7.25	%
										plus 4% default rate
			Mortgage notes payable – Hotel						107,240,000
SF Hotel	544 rooms	July 2019		January 2025		24,500,000				7.25	%
			Debt issuance costs						(123,000	)
										plus default rate
			Total mortgage notes payable – Hotel					$	107,117,000
		Mortgage notes payable – Hotel				101,462,000
Florence	157		March 2015		April 2025			$	2,917,000				3.87	%
		Debt issuance costs				(679,000	)
Las Colinas	358		October 2021		November 2031				28,800,000				2.95	%
		Total mortgage notes payable – Hotel			$	100,783,000
Morris County	151		April 2020		May 2030				17,208,000				3.17	%
Florence	157	March 2015		April 2025	$	2,834,000				3.87	%
St. Louis	264		May 2013		May 2023				5,360,000				8.60	%
Las Colinas	358	October 2021		November 2031		28,800,000				2.95	%
Los Angeles	4		July 2021		July 2051				1,112,000				3.50	%
Las Colinas	358	December 2023		November 2031		4,573,000				7.60	%
Los Angeles	2		July 2021		July 2051				674,000				3.50	%
Morris County	151	April 2020		May 2030		16,807,000				3.17	%
Los Angeles	1		June 2021		August 2051				886,000				3.50	%
St. Louis	264	May 2013		May 2025		5,355,000				8.60	%
Los Angeles	314	July 2021	~~October 2020~~	July 2051	~~November 2030~~	1,088,000			~~8,291,000~~	3.50	%		~~2.52~~	%
Los Angeles	302	July 2021	~~June 2022~~	July 2051	~~July 2052~~	659,000			~~5,762,000~~	3.50	%		~~4.40~~	%
Los Angeles	141	June 2021	~~January 2021~~	August 2051	~~February 2031~~	867,000			~~2,645,000~~	3.50	%		~~3.05~~	%
Los Angeles	1231	October 2020	~~June 2016~~	November 2030	~~June 2026~~	8,102,000			~~1,974,000~~	2.52	%		~~3.59~~	%
Los Angeles	930	June 2022	~~June 2020~~	July 2052	~~July 2030~~	5,662,000			~~2,443,000~~	4.40	%		~~3.09~~	%
Los Angeles	914	January 2021	~~November 2020~~	February 2031	~~December 2030~~	2,585,000			~~1,891,000~~	3.05	%		~~3.05~~	%
Los Angeles	812	June 2016	~~July 2021~~	June 2026	~~July 2051~~	1,919,000			~~1,535,000~~	3.59	%		~~3.50~~	%
Los Angeles	79	June 2020	~~August 2012~~	July 2030	~~September 2042~~	2,386,000			~~751,000~~	3.09	%		~~3.75~~	%
Los Angeles	49	November 2020	~~June 2021~~	December 2030	~~August 2051~~	1,848,000			~~1,112,000~~	3.05	%		~~3.50~~	%
Los Angeles	18	July 2021	~~June 2021~~	July 2051	~~August 2051~~	1,503,000			~~534,000~~	3.50	%		~~3.50~~	%
Los Angeles	47	August 2012	~~July 2021~~	September 2042	~~August 2051~~	733,000			~~800,000~~	3.75	%		~~3.50~~	%
Los Angeles	14	June 2021	~~September 2018~~	August 2051	~~October 2048~~	1,088,000			~~934,000~~	3.50	%		~~3.50~~	%
			Mortgage notes payable – real estate						85,629,000
Los Angeles	1	June 2021		August 2051		523,000				3.50	%
			Debt issuance costs						(872,000	)
Los Angeles	4	July 2021		August 2051		783,000				3.50	%
			Total mortgage notes payable – real estate					$	84,757,000
Los Angeles	1	September 2018		October 2048		910,000				3.50	%
		Mortgage notes payable – real estate				89,025,000
		Debt issuance costs				(852,000	)
		Total mortgage notes payable – real estate			$	88,173,000

(a):

The Hotel senior loan includes an interest-rate floor (minimum 7.65%) and requires an interest-rate cap that caps Term SOFR at 4.50%; the mezzanine rate steps to 11.25% after 3/28/2027. Default-rate add-ons are +5% (senior) and +4% (mezzanine).

Future minimum payments for all mortgage notes payable are as follows:

For the year ending June 30,
2025	$	110,778,000
2026	$	1,229,000
2026		1,161,000
2027		106,663,000
2027		3,295,000
2028		6,588,000
2028		1,768,000
2029		1,845,000
2029		1,843,000
2030		16,032,000
Thereafter		7165,~~642~~403,000
Total Mortgage Notes payable	$	190,487,000
Total Mortgage Notes Payable	$	197,760,000

5756

NOTE 11 – MANAGEMENT AGREEMENTS

~~Operating entered into a hotel management agreement (“HMA”) with Aimbridge Hospitality (“Aimbridge”) to manage the~~ Hotel, along with its five-level parking garage, with an effective date of February 3, 2017. The term of the management agreement is for an initial period of ten years commencing on the February 3, 2017 date and automatically renews for successive one (1) year periods, not to exceed five years in the aggregate, subject to certain conditions. Under the terms on the HMA, base management fee (“Basic Fee”) payable to Aimbridge shall be one and seven-tenths percent (1.70%) of total Hotel revenue. In addition to the Basic Fee, Aimbridge shall be entitled to an annual incentive fee for each fiscal year equal to ten percent (10%) of the amount by which Gross Operating Profit in the current fiscal year exceeds the previous fiscal year’s Gross Operating Profit.Management

~~For~~Operating ~~the~~entered ~~fiscal~~into ~~years~~a ~~ended~~hotel ~~June~~management ~~30,~~agreement ~~2024~~(“HMA”) ~~and~~with ~~2023~~Aimbridge Hospitality (“Aimbridge”) to manage the Hotel, along ~~hotel~~with ~~management~~its ~~fees~~five-level ~~were~~parking ~~$706~~garage,~~000~~ ~~and~~with ~~$711~~an effective date of February 3,~~000,~~ ~~and~~2017. ~~incentive~~The ~~fees~~term of $0the ~~and~~management ~~$505,000,~~agreement is for an ~~respectively,~~initial ~~offset~~period byof ~~key~~ten ~~money~~years ~~amortization~~commencing ofon ~~$250~~February 3,~~000~~ 2017 and automatically renews for ~~both~~successive ~~years~~one ~~and~~(1) ~~are~~year ~~included~~periods, innot ~~Hotel~~to ~~operating~~exceed five ~~expenses~~years in the ~~consolidated statements~~aggregate, ofsubject ~~operations~~to certain conditions. ~~However,~~Under the ~~Hotel~~terms isof ~~currently~~the inHMA, ~~discussions~~base ~~with~~management fee (“Basic Fee”) payable to Aimbridge ~~regarding~~equals aone ~~dispute~~and inseven-tenths ~~connection~~percent ~~with~~(1.70%) of total Hotel revenue. In addition to the ~~validity~~Basic Fee, Aimbridge may ofearn ~~the~~an annual incentive ~~fees~~fee asfor ~~they~~each ~~relate~~fiscal ~~directly~~year equal to ~~the~~ten ~~Covid~~percent ~~pandemic.~~(10%) ~~As part~~ of the ~~Hotel~~amount ~~management~~by ~~agreement,~~which ~~Aimbridge,~~Gross ~~through~~Operating ~~the~~Profit (“GOP”, ~~Company’s~~as ~~wholly~~defined ~~owned~~in ~~subsidiary,~~the ~~Kearny~~HMA) ~~Street~~in ~~Parking~~the ~~LLC,~~current ~~manages~~fiscal year exceeds the ~~parking~~previous ~~garage~~fiscal ~~in-house~~year’s GOP.

For the fiscal years ended June 30, 2025 and 2024, hotel management fees were $783,000 and $706,000, respectively with incentive fees of $0, for both years, offset by key money amortization of $250,000 for both years that is included in Hotel operating expenses in the consolidated statements of operations. Following discussions with Aimbridge regarding the impact of the COVID-19 pandemic on incentive fee eligibility, the parties agreed that no incentive fees were payable for fiscal years 2019 through 2023. Specifically, Aimbridge agreed to waive $1,030,134 in previously recorded incentive fees, and both parties established a performance threshold for future incentive fee eligibility of $15,257,301 in earnings before interest, taxes, depreciation, and amortization (“EBITDA”) representing the EBITDA in 2017 when Aimbridge began managing the Hotel. As a result, Operating recorded a reduction in Hotel operating expenses of $1,030,134 for the year ended June 30, 2025. Future incentive fees, if any, will be recognized when earned in accordance with the HMA. See also Note 9 – Other Financing Transactions for information of the key money arrangement and related amortization. Under the HMA, Aimbridge, through Kearny Street Parking, LLC, an indirect wholly owned subsidiary, manages the parking garage operations.

InterGroup Real Estate Portfolio Management

In contrast to the Hotel’s third-party HMA, InterGroup’s multifamily and commercial real estate portfolio is managed in-house. Property-level operations, leasing, maintenance, and capital planning are overseen by the Company personnel rather than an external property manager. This structure provides direct owner oversight and avoids third-party property management and asset management fees that would otherwise be incurred; related payroll and benefits are recorded within real estate operating expenses. With this approach, management has experienced enhanced responsiveness and cost control which are reflected in the consolidated operating statements.

NOTE 12 – CONCENTRATION OF CREDIT RISK

As of June 30, ~~2024~~2025 and ~~2023~~2024, receivables related to Hotel customers were $~~519~~396,000 and $~~419~~519,000, respectively. ~~Usually,~~Credit ~~credit~~ extended to tenants at the Company’s ~~tenants at its~~ rental properties is ofgenerally ~~low~~limited ~~risk~~because as leases do not extend beyond one year; ~~and~~ if tenants become delinquent, the ~~local~~Company ~~eviction~~pursues ~~laws~~remedies ~~are~~available ~~used~~under toapplicable ~~evict~~landlord-tenant ~~tenants~~laws. However, as of June 30, ~~2024~~2025 and ~~2023~~2024 accounts receivable from the Company’s rental properties ~~was~~were $~~788~~906,000 and $~~698~~788,000, respectively and allowance for doubtful accounts was $~~653~~772,000 and $~~486~~653,000, respectively. This unusual large gross receivable amounts from our rental properties was due to temporary eviction moratorium imposed by the federal and state governmental authorities since the beginning of the COVID19 pandemic. Under the eviction moratorium, the Company was not allowed to evict tenants for non-payment of rent. In the State of California, the “Los Angeles County’s COVID-19 Tenant Protection Resolution” expired on March 31, 2023, thereby lifting the eviction moratorium but allowing the tenants additional time to for their past due rent. For tenants that owe rent from March 1, 2020 through September 30, 2021, tenants must pay by August 1, 2023; for tenants that owe rent from October 1, 2021 through January 31, 2023, tenants must pay by February 1, 2024. The Company will continue to pursue its collections to the full extent allowed by the various governmental housing authorities around the country.

~~The~~These ~~Company~~elevated ~~maintains~~gross ~~its~~receivable ~~cash~~balances ~~and~~primarily ~~cash~~reflect ~~equivalents~~the ~~and~~effects ~~restricted~~of ~~cash~~temporary ~~with~~eviction ~~various~~moratoria ~~financial~~implemented ~~institutions~~by ~~that~~federal, ~~are~~state, ~~monitored~~and ~~regularly~~local ~~for~~authorities ~~credit~~beginning ~~quality~~in the COVID-19 pandemic. AtDuring ~~times,~~applicable ~~such~~moratorium ~~cash~~periods, ~~and~~landlords ~~cash~~were ~~equivalents~~restricted ~~holdings~~from ~~may~~evicting betenants for incertain ~~excess~~non-payments of rent. In Los Angeles County, the ~~Federal~~County’s ~~Deposit~~COVID-19 ~~Insurance~~Tenant ~~Corporation~~Protections ~~(“FDIC”) or~~expired ~~other~~on ~~federally~~March ~~insured~~31, ~~limits~~2023. ~~Any~~In the ~~loss~~City ~~incurred~~of orLos aAngeles, ~~lack~~COVID-19 ofrental ~~access~~debt tothat ~~such~~accrued ~~funds~~from ~~could~~March ~~have~~1, ~~significant~~2020 ~~adverse~~through ~~impact~~September on30, ~~the~~2021 ~~Company’s~~was due by August 1, 2023, and ~~financial~~rental ~~condition~~debt that accrued from October 1, ~~results~~2021 ofthrough ~~operations~~January 31, 2023 was due by February 1, 2024. The Company continues to fully pursue collections and ~~cash~~other ~~flows~~remedies permitted by applicable laws and regulations in the jurisdictions where it operates.

Hotel trade receivables are primarily from group accounts and credit card processors; credit card transactions typically settle within a few days, which reduces concentration risk in Hotel receivables.

The Company maintains its cash and cash equivalents and restricted cash with various financial institutions that are monitored regularly for credit quality. At times, such cash and cash equivalents holdings may exceed the Federal Deposit Insurance Corporation (“FDIC”) or other federally insured limits. Any loss incurred from, or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Additionally, certain cash and securities are held in brokerage accounts and may exceed Securities Investor Protection Corporation (“SIPC”) protection limits; while the Company monitors counterparty creditworthiness, such balances are subject to counterparty risk.

NOTE 13 – INCOME TAXES

The provision for the Company’s income tax (expense) benefit is comprised of the following:

For the years ended June 30,	~~2024~~2025			~~2023~~2024
Federal
Current tax (expense) benefit	$	(20,000	)	$	116,000
Current tax benefit (expense)	$	62,000		$	(20,000	)
Deferred tax benefit (expense)		206,000			(6,419,000	)
Deferred tax (expense) benefit		(523,000	)		206,000
Federal income tax (expense) benefit, total		~~186~~(461,000	)		(6186,~~303,~~000	)
State
Current tax expense		(100,000	)		(9,000	)
Current tax benefit (expense)		14,000			(100,000	)
Deferred tax expense		(3101,000	)		(23,~~121,~~000	)
State income tax (expense) benefit, total		(~~103~~87,000	)		(2103,~~130,~~000	)
Income Tax (expense) benefit	$	83,000		$	(8,433,000	)
Income tax (expense) benefit	$	(548,000	)	$	83,000

5857

The provision for income taxes differs from the amount of income tax computed by applying the federal statutory income tax rate to income before taxes as a result of the following differences:

For the years ended June 30,	~~2024~~2025			~~2023~~2024
Statutory federal tax rate	$	21,~~644~~469,000		$	~~315~~2,644,000
State income taxes, net of federal tax benefit		1737,~~051,~~000			~~375~~1,051,000
Dividend received deduction		2412,000			1824,000
Perm differences		(~~542~~336,000	)		-(542,000	)
Provision to return adjustment		~~(712~~105,000	)		~~334~~(712,000	)
Net operating loss true up		-			275,000
Valuation allowance		(2,831,000	)		(2,700,000	)
Valuation allowance		(2,700,000	)		(10,231,000	)
Payable true up		182,000			320,000
Payable true up		320,000			249,000
State rate change impact		95,000			33,000
State rate change impact		33,000			352,000
Other		19,000			(35,000	)
Other		(35,0000	)		(120,000	)
Income tax expense (benefit)	$	(548,000	)	$	83,000
Income tax expense (benefit)	$	83,000		$	(8,433,000	)

The components of the deferred tax asset and liabilities are as follows:

	June 30, 2024			June 30, 2023
	June 30, 2025			June 30, 2024
Deferred tax assets:
Net operating loss carryforwards	$	1415,~~512~~410,000		$	1314,~~187~~512,000
Deferred gains on real estate sale and depreciation		149,~~259~~620,000			1514,~~054~~259,000
Capital loss carryforwards		1,~~605~~399,000			1,~~919~~605,000
Accruals and reserves		~~808~~881,000			~~843~~808,000
Interest expense		56,~~157~~385,000			35,~~185~~157,000
Tax credits		~~603~~256,000			~~566~~603,000
State taxes		~~141~~162,000			~~139~~141,000
Other		110,000			204,000
Intercompany interest		2,243,000			-
Deferred Tax Asset before Valuation Allowance		37,195,000			35,097,000
Other		-			110,000
Valuation Allowance		(36,484,000	)		(33,784,000	)
Deferred Tax Asset before Valuation Allowance		36,356,000			37,195,000
Deferred Tax Asset after Valuation Allowance		711,000			1,313,000
Valuation Allowance		(39,314,000	)		(36,484,000	)
Deferred Tax Asset after Valuation Allowance		(2,958,000	)		711,000
Deferred tax liabilities:
Deferred gains on real estate sale and depreciation		~~(4,654,000~~-	)		(4,~~796~~654,000	)
Unrealized gain on marketable securities		(~~291~~30,000	)		(~~747~~291,000	)
Gain on insurance claim		-			(696,000	)
Intercompany interest		(1,887,000	)		-
Other		(~~490~~473,000	)		-(490,000	)
Deferred Tax Liability		(52,~~435~~390,000	)		(65,~~239~~435,000	)
Net deferred tax (liability) asset	$	(4,724,000	)	$	(4,927,000	)
Net deferred tax liability	$	(5,348,000	)	$	(4,724,000	)

Management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of June 30, ~~2024~~2025, it has been determined that it is more likely than not that the deferred tax asset will not be recognized. Thus, ~~there~~ there is a valuation allowance of $3639,~~484~~314,000 as of June 30, ~~2024~~2025. This was an increase of $2,~~700~~830,000 from June 30, ~~2023~~2024.

As of June 30, ~~2024~~2025, the Company had net operating loss carryforwards (“NOL”) available for carryforward of approximately $4344,~~396~~375,000 and $6373,~~131~~782,000 for federal and state purposes, respectively. Of the $43,~~396~~375,000 federal NOL carryforwards, $14,707,000 expire in varying amounts through 2037 and $2628,~~833~~668,000 of post-2017 NOLs can be carried forward indefinitely. Note that the post-2017 NOLs may only offset 80% of future taxable income. The Company had capital loss carryforwards of $64,~~814~~913,000 for federal and state purposes. The capital losses begin to expire in ~~2024~~2025 for both federal and state purposes. There are immaterial California state tax credits of $~~603~~257,000 which expire in various years.

As of June 30, ~~2023~~2024, the Company had net operating loss carryforwards (“NOL”) available for carryforward of approximately $4143,~~835~~396,000 and $5163,~~289~~131,000 for federal and state purposes, respectively. Of the $4143,~~835~~396,000 federal NOL carryforwards, $14,707,000 expire in varying amounts through 2037 and $2728,~~128~~689,000 of post-2017 NOLs can be carried forward indefinitely. Note that the post-2017 NOLs may only offset 80% of future taxable income. The Company had capital loss carryforwards of $6,~~936~~814,000 for federal and state purposes. The capital losses begin to expire in 2024 for both federal and state purposes. There are immaterial California state tax credits of $~~524~~603,000 which expire in various years.

Below is the breakdown of the net operating losses for Intergroup and Portsmouth.

	Federal		State
InterGroup	$	-1,997,000	$	34,~~791~~405,000
Portsmouth		4341,~~396~~378,000		5969,~~340~~377,000
	$	43,~~396~~375,000	$	6373,~~131~~782,000

5958

Utilization of certain tax attributes may be subject a substantial annual limitation if it should be determined that there has been a change in the ownership of more than 50 percent of the value of the Company’s stock, pursuant to Section 382 of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates and is subject to examination by federal, state, and local jurisdictions, where applicable.

As of June 30, ~~2024~~2025, tax years beginning in fiscal ~~2020~~2021 and ~~2019~~2020 remain open to examination by the federal and state tax jurisdictions, respectively, and are subject to the statute of limitations.

Uncertain Tax Positions

The Company regularly evaluates the likelihood of realizing the benefit from income tax positions that it has taken in various federal, state, and foreign filings by considering all relevant facts, circumstances and information available. If the Company determines it is more likely than not that the position will be sustained, a benefit will be recognized at the largest amount that it believes is cumulatively greater than 50% likely to be realized. The following table summarizes changes in the amount of the Company’s unrecognized tax benefits for uncertain tax positions:

SCHEDULE OF UNCERTAIN TAX POSITIONS

Unrecognized Tax Benefits at June 30, 2023	$	1,665,000
Unrecognized Tax Benefits at June 30, 2024	$	1,665,000
Increase in tax positions taken		-
Decrease in tax positions taken		-
Unrecognized Tax Benefits at June 30, 2024	$	1,665,000
Unrecognized Tax Benefits at June 30, 2025	$	1,665,000

~~$1,665,000~~As of ~~unrecognized tax benefits as of~~ June 30, ~~2024~~2025 and June 30, ~~2023~~2024, ~~respectively~~the Company had unrecognized tax benefits, which would ~~impact~~affect the effective tax rate if recognized. The unrecognized tax benefit isare not expected to reverse inwithin the next 12 months. Interest and penalties related to income tax matters ~~are~~ are classified as a component of income tax expense. As of June 30, ~~2024~~2025 and June 30, ~~2023~~2024, no interest and penalties were recorded.

NOTE 14 – SEGMENT INFORMATION

The Company operates in three reportable segments,: ~~the~~(i) ~~operation of the~~ Hotel Operations (“~~Hotel~~the ~~Operations”),~~Hilton ~~the~~San ~~operation~~Francisco ofDistrict and its ~~multi~~five-~~family~~level parking ~~residential~~garage), ~~properties~~ (“ii) Real Estate Operations” (the multifamily and commercial rental portfolio), and ~~the~~(iii) ~~investment~~Investment Transactions (investment of ~~its~~ cash in marketable securities and other investments ~~(“Investment Transactions”~~). ~~These~~CODM ~~three~~is ~~operating~~a ~~segments,~~group asof ~~presented~~senior inexecutives ~~the~~who ~~financial~~collectively ~~statements,~~use ~~reflect~~these ~~how~~segments ~~management~~to ~~internally~~evaluate ~~reviews each segment’s~~ performance. ~~Management also makes operational~~ and ~~strategic~~allocates ~~decisions based on this information~~resources.

~~Information~~Segment ~~below~~results ~~represents~~are ~~reported~~evaluated ~~segments~~using ~~for~~segment ~~the~~income ~~years~~(loss) ~~ended~~from ~~June 30~~operations, ~~2024~~which ~~and~~reflects ~~2023.~~revenues ~~Segment~~from ~~income~~external ~~from~~customers ~~Hotel~~less ~~operations~~segment ~~consists~~operating expenses. ofThis ~~the~~measure ~~operation of~~excludes ~~the~~interest ~~Hotel~~expense, depreciation and ~~operation~~amortization, gains/losses on extinguishment of ~~the~~debt, ~~garage.~~investment ~~Segment~~gains/losses, and income ~~from~~taxes, ~~real~~which ~~estate~~are ~~operations~~shown ~~consists~~separately ofbelow. ~~the~~There ~~operation~~are ofno ~~the~~intersegment ~~rental properties~~revenues. ~~Loss~~ ~~from~~“Other” ~~investments~~ consists primarily of ~~net~~unallocated corporate ~~investment~~general ~~gain~~and ~~(loss),~~administrative ~~dividend~~costs and ~~interest~~ income ~~and investment related expenses~~taxes.

All long-lived assets and revenues are attributable to operations in the United States.

As of and for the year ended	Hotel			Real Estate			Investment
	Hotel			Real Estate			Investment
June 30, 2024	Operations			Operations			Transactions			Other			Total
As of and for the year ended June 30, 2025	Operations			Operations			Transactions			Other			Total
Revenues	$	4146,~~886~~363,000		$	1618,~~254~~015,000		$	-		$	-		$	5864,~~140~~378,000
Segment operating expenses		(36,139,000	)		(9,836,000	)		-			(4,391,000	)		(50,366,000	)
Operating expenses		(31,593,000	)		(4,158,000	)		-			-			(35,751,000	)
Segment income (loss) from operations		5,747,000			6,418,000			-			(4,391,000	)		7,774,000
Utilities		(3,210,000	)		(1,339,000	)		-			-			(4,549,000	)
Interest expense - mortgages		(9,407,000	)		(2,600,000	)		-			-			(12,007,000	)
Real estate taxes		(1,912,000	)		(2,241,000	)		-			-			(4,153,000	)
Loss on extinguishment of debt		-			-			-			(453,000	)		(453,000	)
Insurance		(916,000	)		(1,812,000	)		-			-			(2,728,000	)
Gain on insurance recovery
General and administrative		-			-			-			(2,930,000	)		(2,930,000	)
Depreciation and amortization expense		(3,494,000	)		(2,826,000	)		-			-			(6,320,000	)
Segment income (loss) from operations		8,732,000			8,465,000			-			(2,930,000	)		14,267,000
Loss from investments		-			-			(1,633,000	)		-			(1,633,000	)
Interest expense - mortgages		(10,680,000	)		(2,876,000	)		-			-			(13,556,000	)
Income tax benefit		-			-			-			83,000			83,000
Gain on extinguishment of debt		1,416,000			-			-			-			1,416,000
Net income (loss)	$	(7,154,000	)	$	992,000		$	(1,633,000	)	$	(4,761,000	)	$	(12,556,000	)
Depreciation and amortization expense		(3,634,000	)		(2,990,000	)		-			-			(6,624,000	)
Total assets	$	46,694,000		$	47,542,000		$	7,454,000		$	6,121,000		$	107,875,000
Loss from investments		-			-			(2,502,000	)		-			(2,502,000	)
Income tax benefit		-			-			-			(548,000	)		(548,000	)
Net (loss) income	$	(4,166,000	)	$	2,599,000		$	(2,502,000	)	$	(3,478,000	)	$	(7,547,000	)
Total assets	$	52,357,000		$	45,253,000		$	969,000		$	5,522,000		$	104,101,000

6059

As of and for the year ended	Hotel			Real Estate			Investment
	Hotel			Real Estate			Investment
June 30, 2023	Operations			Operations			Transactions		Other			Total
As of and for the year ended June 30, 2024	Operations			Operations			Transactions		Other			Total
Revenues	$	4241,~~027~~886,000		$	1516,~~580~~254,000		$	-	$	-		$	5758,~~607~~140,000
Segment operating expenses		(34,457,000	)		(10,017,000	)		-		(3,333,000	)		(47,807,000	)
Operating expenses		(30,363,000)			(4,154,000)			-		-			(34,517,000)
Segment income (loss) from operations		7,570,000			5,563,000			-		(3,333,000	)		9,800,000
Utilities		(3,069,000)			(1,218,000)			-		-			(4,287,000)
Interest expense - mortgage		(6,467,000	)		(2,118,000	)		-		-			(8,585,000	)
Real estate taxes		(1,906,000)			(2,236,000)			-		-			(4,142,000)
Gain on insurance recovery		-			2,692,000			-		-			2,692,000
Insurance		(801,000)			(2,228,000)			-		-			(3,029,000)
Depreciation and amortization expense		(2,815,000	)		(2,649,000	)		-		-			(5,464,000	)
General and administrative		-			-			-		(4,391,000	)		(4,391,000)
Gain from investments		-			-			58,000		-			58,000
Segment income (loss) from operations		5,747,000			6,418,000			-		(4,391,000	)		7,774,000
Income tax expense		-			-			-		(8,433,000	)		(8,433,000	)
Interest expense - mortgage		(9,407,000	)		(2,600,000	)		-		-			(12,007,000)
Net income (loss)	$	(1,712,000	)	$	3,488,000		$	58,000	$	(11,766,000	)	$	(9,932,000	)
Loss on extinguishment of debt		-			-			-		(453,000)			(453,000)
Total assets	$	46,393,000		$	48,057,000		$	18,345,000	$	9,563,000		$	122,358,000
Gain loss on extinguishment of debt		-			-			-		(453,000)			(453,000)
Depreciation and amortization expense		(3,494,000	)		(2,826,000	)		-		-			(6,320,000)
Loss from investments		-			-			(1,633,000)		-			(1,633,000)
Gain loss from investments		-			-			(1,633,000)		-			(1,633,000)
Income tax benefit		-			-			-		83,000			83,000
Net (loss) income	$	(7,154,000	)	$	992,000		$	(1,633,000)	$	(4,761,000	)	$	(12,556,000	)
Total assets	$	46,694,000		$	47,542,000		$	7,454,000	$	6,121,000		$	107,811,000

NOTE 15 – STOCK-BASED COMPENSATION PLANS

The Company currently has one equity compensation plan, which is the Intergroup 2010 Omnibus Employee Incentive Plan. The plan has been approved by the Company’s stockholders and ~~are~~is described below. Any outstanding options issued under the Key Employee Plan or the Non-Employee Director Plan remain effective in accordance with their terms.

As of June 30, ~~2024~~2025 and ~~2023~~2024, there were no RSUs outstanding.

~~Intergroup~~The InterGroup Corporation 2010 Omnibus Employee Incentive Plan

On February 24, 2010, the shareholders of the Company approved The Intergroup Corporation 2010 Omnibus Employee Incentive Plan (the “2010 Incentive Plan”), which was formally adopted by the Board of Directors following the annual meeting of shareholders. The Company believes that such awards ~~better~~help align the interests of its employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards generally vest based on five (5) years of continuous service. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the 2010 Incentive Plan. The 2010 Incentive ~~plan~~Plan, as modified in December 2013, authorizes a total of up to 400,000 ~~shares~~ shares of common stock to be issued as equity compensation to officers and employees of the Company in an amount and in a manner to be ~~determined~~ determined by the Compensation Committee in accordance with the terms of the 2010 Incentive Plan. The 2010 Incentive Plan authorizes the awards of several types of equity compensation including stock options, stock appreciation rights, performance awards and other stock-based compensation. The 2010 Incentive Plan had an original expiration date of February 23, 2020, if not terminated sooner by the Board of Directors upon recommendation of the Compensation Committee. Any awards issued under the 2010 Incentive Plan will expire under the terms of the grant agreement. As of June 30, 2025 and 2024, approximately 14,000 shares remained available for future grant under the 2010 Incentive Plan.

The shares of common stock to be issued under the 2010 Incentive Plan have been registered under the Securities Act, pursuant to a registration statement filed on Form S-8 by the Company on June 16, 2010. Once received, shares of common stock issued under the Plan will be freely transferable subject to any requirements of Section 16 (b) of the Exchange Act.

On March 16, 2010, the Compensation Committee authorized the grant of 100,000 stock options to the Company’s Chairman, President and Chief Executive, John V. Winfield to purchase up to 100,000 shares of the Company’s common stock pursuant to the 2010 Incentive Plan. The exercise price of the options is $10.30, which is 100% of the fair market value of the Company’s Common Stock as determined by reference to the closing price of the Company’s Common Stock as reported on the NASDAQ Capital Market on March 16, 2010, the date of grant. The options had an original expiration date ten years from the date of grant, unless terminated earlier in accordance with the terms of the 2010 Incentive Plan. The options shall be subject to both time and market-based vesting requirements, each of which must be satisfied before options are fully vested and eligible to be exercised. Pursuant to the time vesting requirements, the options vest over a period of five years, with 20,000 options vesting upon each one-year anniversary of the date of grant. Pursuant to the market vesting requirements, the options vest in increments of 20,000 shares upon each increase of $2.00 or more in the market price of the Company’s common stock above the exercise price ($10.30) of the options. To satisfy this requirement, the common stock must trade at that increased level for a period of at least ten trading days during any one quarter. Consistent with stockholder-approved plan amendments in 2020 permitting extended terms, these options were extended to March 16, 2026. As of June 30, ~~2022~~2025, all ~~the~~ market -vesting conditions ~~requirements~~had ~~have~~ been ~~met~~satisfied.

On December 28, 2019, the Compensation Committee of the Board of Directors recommended, toand the Board approved, amendments to the 2010 Incentive ~~Plan~~ Plan which ~~would~~ amend Section 1.3 to extend the term from ten years to ~~sixteen~~twenty years, and Section 6.4 to change “tenth (10th) anniversary date” to “twentieth (20th) anniversary date”. This ~~would~~increased ~~increase~~ the term of the 2010 Incentive Plan to twenty years (expiring in February 2030 instead of February 2020) and also ~~permit~~permits the existence of options with a term longer than ten years. The purpose of the amendment to the term is to extend its existence as our only incentive plan. The purpose of amendment of the allowable term of options is so that the Board may extend the term of the 100,000 options granted to John Winfield on March 16, 2010 from ten years to sixteen years so that these options will terminate on March 16, 2026 instead of on March 16, 2020, in recognition of Mr. Winfield’s ~~contributions~~ contributions to and leadership of our Company. The recommended amendments were approved by shareholders on February 25, 2020.

6160

In February 2012, the Compensation Committee awarded 90,000 stock options to the Company’s Chairman, President and Chief Executive, John V. Winfield to purchase up to 90,000 shares of common stock. The per share exercise price of the options is $19.77 which is the fair value of the Company’s Common Stock as reported on NASDAQ on February 28, 2012. The options expire ten years from the date of grant. The options are subject to both time and market-based vesting requirements, each of which must be satisfied before the options are fully vested and eligible to be exercised. Pursuant to the time vesting requirements, the options vest over a period of five years, with 18,000 options vesting upon each one-year anniversary of the date of grant. Pursuant to the market vesting requirements, the options vest in increments of 18,000 shares upon each increase of $2.00 or more in the market price of the Company’s common stock above the exercise price ($19.77) of the options. To satisfy this requirement, the common stock must trade at that increased level for a period of at least ten trading days during any one quarter. On January 21, 2022, Mr. Winfield exercised 90,000 of his vested stock options by surrendering 35,094 shares of the Company’s common stock at fair value as payment of the exercise price, resulting in a net issuance to him of 54,906 shares. No additional compensation expense was recorded related to the issuance. This intrinsic value of the cashless exercise of 54,906 stock options was approximately $2,784,000 at January 21, 2022 when the Company’s common stock closing ~~stock~~ price was $50.70.

On December 26, 2013, the Compensation Committee authorized, subject to shareholder approval, a grant of non-qualified and incentive stock options for an aggregate of 160,000 shares (the “Option Grant”) to the Company’s President and Chief Executive Officer, John V. Winfield. The stock option grant was approved by shareholders on February 19, 2014. The grant of stock options was made pursuant to, and consistent with, the 2010 Incentive Plan, as proposed to be amended. The non-qualified stock options are for 133,195 shares and have a term of ten years, expiring on December 26, 2023, with an exercise price of $18.65 per share. The incentive stock options are for 26,805 shares and have a term of five years, expiring on December 26, 2018, with an exercise price of $20.52 per share. In accordance with the terms of the 2010 Incentive Plan, the exercise prices were based on 100% and 110%, respectively, of the fair market value of the Company’s common stock as determined by reference to the closing price of the Company’s common stock as reported on the NASDAQ Capital Market on the date of grant. The stock options are subject to time vesting requirements, with 20% of the options vesting annually commencing on the first anniversary of the grant date. In December 2018, Mr. Winfield exercised the 26,805 vested incentive stock options by surrendering 17,439 shares of the Company’s common stock at fair value as payment of the exercise price, resulting in a net issuance to him of 9,366 shares. No additional compensation expense was recorded related to the issuance.

In March 2017, the Compensation Committee awarded 18,000 stock options to the Company’s Chief Operating Officer, David C. Gonzalez, to purchase up to 18,000 shares of common stock. The per share exercise price of the options is $27.30 which is the fair value of the Company’s Common Stock as reported on the NASDAQ Capital Market on March 2, 2017. The options expire ten years from the date of grant. Pursuant to the time vesting requirements, the options vest over a period of five years, with 3,600 options vesting upon each one-year anniversary of the date of grant. All 18,000 shares ~~are~~were vested as of June 30, ~~2024~~2025.

On October 13, 2023, the Compensation Committee awarded 18,000 stock options to the Company’s Chief Operating Officer David C. Gonzalez, to purchase up to 18,000 shares of common stock. The exercise price of the options is $28.90 which was the fair market value of the Company’s Common Stock as reported on the NASDAQ ~~closing~~Capital Market at the close on October 12, 2023. The options expire ten years from the date of grant. Pursuant to the time vesting requirements, the options vest over a period of three years, with 6,000 options vesting upon each on year anniversary of the date of grant.

On December 21, 2023, the Company extended the expiration date of the 133,195 stock options originally issued to John V. Winfield, CEO on December 26, 2013 with an exercise price of $18.65. The original expiration date was December 26, 2023 and is extended to December 26, 2029. As a result of extending Mr. Winfield’s options, the Company recorded stock option compensation cost of $1,175,000 in December 2023. The fair value of the modification was estimated using the Black Scholes pricing model, which takes into account immediately before and after the modification date the exercise price $18.65 per share and expected life of the stock option of 0.01 and 6 years, the market price of the underlying stock on modification date and its expected volatility 72% (pre-modification) and 50% (post-modification), expected dividends 0% on the stock and the risk free interest rate 0.9% (pre-modification) and 4.65% (post-modification) for the expected term of the stock option.

Option-pricing models require the input of various subjective assumptions, including the option’s expected life, estimated forfeiture rates and the price volatility of the underlying stock. The expected stock price volatility is based on analysis of the Company’s stock price history. The Company has selected to use the simplified method for estimating the expected term. The risk-free interest rate is based on the U.S. Treasury interest rates whose term is consistent with the expected life of the stock options. No dividend yield is included as the Company has not issued any dividends and does not anticipate issuing any dividends in the future.

During the years ended June 30, ~~2024~~2025 and ~~2023~~2024, the Company recorded stock option compensation expense of $1105,~~309,~~000 and $01,309,000, respectively, ~~related~~ related to stock option compensation cost.

6261

The following ~~table~~tables ~~summarizes~~summarize ~~the~~ stock ~~options~~option activity ~~from~~for ~~July~~the 1,year ~~2022~~ended ~~through~~ June 30, 2024 and 2025:

SCHEDULE OF STOCK OPTION ACTIVITY

				Weighted Average		Weighted Average		Aggregate
		Number of Shares		Exercise Price		Remaining Life		Intrinsic Value
Outstanding at	July 1, 2022		251,195	$	15.95		2.60 years	$	6,628,000
Granted			-		-		-		-
Exercised			-		-		-		-
Forfeited			-		-		-		-
Exchanged			-		-		-		-
Outstanding at	June 30, 2023		251,195	$	15.95		1.60 years	$	4,957,000
Exercisable at	June 30, 2023		251,195	$	15.95		1.60 years	$	4,957,000
Vested at	June 30, 2023		251,195	$	15.95		1.60 years	$	4,957,000
Outstanding at	July 1, 2023		251,195	$	15.95		1.60 years	$	4,957,000
Granted			18,000		28.90		9.54 years		-
Exercised			-		-		-		-
Forfeited			-		-		-		-
Exchanged			-		-		-		-
Outstanding at	June 30, 2024		269,195	$	16.81		4.15 years	$	1,187,000
Exercisable at	June 30, 2024		251,195	$	15.95		4.45 years	$	1,187,000
Vested and expected
Vested and expected to vest at	June 30, 2024		269,195	$	16.81		4.15 years	$	1,187,000
to vest at	June 30, 2024		269,195	$	16.81		4.15 years	$	1,187,000
Outstanding at	July 1, 2024		269,195	$	16.81		4.15 years	$	1,187,000
Granted			-		-		-		-
Exercised			-		-		-		-
Forfeited			-		-		-		-
Exchanged			-		-		-		-
Outstanding at	June 30, 2025		269,195	$	16.81		3.15 years	$	125,000
Exercisable at	June 30, 2025		257,195	$	15.57		3.30 years	$	125,000
Vested and expected to vest at	June 30, 2025		269,195	$	16.81		3.15 years	$	125,000

Aggregate Intrinsic Value represents the amount by which the market price of the Company’s common stock exceeded the exercise price of in-the-money options at period end.

Unrecognized compensation cost related to unvested stock options outstanding at June 30, 2025 was not material and is expected to be recognized over a weighted-average period of approximately 2.0 years. Cash received from options exercises was $0 for each of the fiscal years ended June 30, 205 and 2024. The total intrinsic value of options exercised was $0 for each of the fiscal years ended June 30, 2025 and 2024. Weighted-average grant-date fair value of options granted was not applicable for 2025 (no grants) and not material for 2024. As of June 30, 2025 and 2024, approximately 14,000 shares remained available for future grant under the 2010 Incentive Plan.

NOTE 16 – RELATED PARTY TRANSACTIONS

As discussed in Note 9 – ~~Related Party and~~ Other Financing Transactions, ~~upon~~on ~~the~~July ~~dissolution~~2, ~~of Justice in December 2021~~2014, ~~Portsmouth~~ ~~assumed Justice’s note payable to~~ InterGroup ~~in the amount of $11~~,~~350,000. On~~ ~~December~~as 31lender, ~~2021,~~established ~~Portsmouth~~an ~~and~~unsecured ~~InterGroup entered into a~~ revolving loan ~~modification~~facility ~~agreement~~to ~~which~~its ~~increased~~then-consolidated ~~Portsmouth’s borrowing~~subsidiary, ~~from~~Justice ~~InterGroup~~Investors ~~as needed up to $16,000,000~~L. InP. ~~July~~(the ~~2023~~“Partnership”), ~~the note~~with ~~maturity~~an ~~date~~initial ~~was extended to July 31, 2025 and~~principal ~~the~~capacity ~~borrowing~~of ~~amount available was increased to~~ $204,~~000~~250,000~~. In March 2024~~, ~~Portsmouth~~bearing ~~and InterGroup entered into~~ a ~~loan~~fixed ~~modification~~annual ~~agreement~~interest ~~which~~rate ~~increased~~of ~~Portsmouth’s borrowing amount to $30~~12%,~~000,000. Portsmouth~~ ~~agreed~~with tono amonthly ~~0.5% loan~~principal ~~modification~~or ~~fee~~interest ~~for~~payments ~~the~~required ~~increased~~prior ~~borrowing of $10,000,000 payable~~ to ~~InterGroup~~ maturity. ~~During the fiscal year ending June 30, 2024 and 2023,~~ InterGroup ~~advanced~~also toearned ~~the~~a ~~Hotel~~loan ~~$10,793,000~~fee ~~and $1,500,000, respectively,~~equal to ~~fund~~3% ~~its hotel operations. As~~ of ~~June~~the ~~30,~~original ~~2024~~commitment. ~~and~~The ~~2023,~~facility ~~the~~was ~~amounts~~prepayable ~~due~~at toany ~~InterGroup~~time ~~were~~without ~~$26,493,000 and~~penalty ~~$15,700,000, respectively.~~and ~~Portsmouth~~was ~~has~~subsequently ~~not~~extended ~~made~~through ~~any~~July ~~paid-downs~~31, ~~to its note payable to InterGroup~~2023.

63On December 16, 2020, InterGroup and the Partnership executed a loan modification increasing the maximum borrowing capacity, as needed, to $10,000,000. Subsequently, on December 31, 2021, following the dissolution of the Partnership, Portsmouth Square, Inc. (“Portsmouth”), InterGroup’s majority-owned subsidiary and successor obligor, entered into a modification that (i) transferred the outstanding obligation to Portsmouth following the Partnership’s dissolution on December 23, 2021 (then $11,350,000) and (ii) increased Portsmouth’s borrowing limit to $16,000,000.

~~Certain~~In ~~shared~~July ~~costs~~2023, ~~and~~the ~~expenses,~~loan’s ~~primarily~~maturity ~~administrative~~date ~~expenses,~~was ~~rent~~extended ~~and~~to ~~insurance~~July ~~are~~31, ~~allocated~~2025, ~~between~~and the ~~Company~~available ~~and~~borrowing ~~InterGroup~~capacity ~~based on~~was ~~management’s~~increased ~~estimate~~to of$20,000,000. In ~~the~~connection ~~pro~~with ~~rata~~this ~~utilization~~increase, ofPortsmouth ~~resources.~~agreed ~~For~~to ~~the~~pay ~~years~~InterGroup ~~ended~~0.5% ~~June~~loan ~~30,~~modification ~~2024~~fee ~~and~~applicable ~~2023,~~to ~~these~~the ~~expenses~~additional ~~were approximately~~ $~~144~~10,000 ~~for each year~~,000. ~~Those fees are eliminated in consolidation.~~

AsIn ofMarch ~~June 30,~~ 2024, InterGroup ~~owns~~and ~~approximately~~Portsmouth ~~75.7%~~raised of the ~~outstanding~~available ~~common~~borrowing ~~shares~~limit ofto ~~Portsmouth. As of June~~ $30, ~~2024~~000, ~~the Company’s President~~000, ~~Chairman~~subject ofto ~~the~~an ~~Board~~additional ~~and Chief Executive Officer, John Winfield, owns approximately 2~~0.5% ~~of the outstanding common shares~~modification offee ~~Portsmouth.~~applicable ~~Mr.~~to ~~Winfield also serves as~~ the ~~Chairman~~$10,000,000 ~~of the Board and Chief Executive Officer of Portsmouth~~increase.

AsIn ~~Chairman~~March of2025, ~~the~~InterGroup ~~Executive~~further ~~Strategic~~increased ~~Real Estate and Securities Investment Committee,~~ the ~~Company’s~~commitment ~~President~~to ~~and Chief Executive Officer (CEO)~~$40, ~~John V. Winfield~~000,000 ~~directs~~and ~~the~~extended ~~investment activity of~~ the ~~Company~~maturity ~~in public and private markets pursuant~~ to ~~authority~~July ~~granted by~~31, ~~the Board of Directors~~2027. ~~Mr.~~In ~~Winfield~~May ~~also~~2025, ~~serves as Chief Executive Officer and Chairman of the Board of Portsmouth and oversees the~~InterGroup ~~investment~~reduced ~~activity of Portsmouth. Effective June 2016, Mr. Winfield became~~ the ~~Managing~~facility’s ~~Director~~fixed ofinterest ~~Justice~~rate ~~and~~from ~~served~~12% into ~~that position until the dissolution of Justice in December 2021~~9%. ~~Depending~~The onfacility ~~certain~~remains ~~market conditions and various risk factors~~unsecured, ~~the Chief Executive Officer and Portsmouth may~~interest-only, prepayable at ~~times,~~any ~~invest in the same companies in which the Company invests. Such investments align the interests~~time ofwithout ~~the~~penalty, ~~Company~~ with ~~the~~principal ~~interests of related parties because it places the personal resources of the Chief Executive Officer~~ and ~~the resources~~accrued ofinterest ~~Portsmouth,~~due at ~~risk in substantially the same manner as the Company in connection with investment decisions made on behalf of the Company~~maturity.

During the fiscal years ended June 30, 2025, and 2024, InterGroup advanced $11,615,000 and $10,793,000, respectively, to Portsmouth (principally to support Hotel refinancing). As of June 30, 2025, and 2024, amounts due to InterGroup from Portsmouth under the facility totaled $38,108,000 and $26,493,000, respectively. As of June 30, 2025, Portsmouth had not made any principal repayments.

InterGroup consolidates Portsmouth, the intercompany note receivable (InterGroup) and intercompany note payable (Portsmouth), together with related intercompany interest income/expense, are eliminated in consolidation. The terms are disclosed for transparency regarding related-party arrangements. InterGroup’s Audit Committee and Board of Directors reviewed and approved the related party loan agreements in accordance with its related party transaction policy.

Certain shared costs and expenses - primarily administrative expenses, rent and insurance - are allocated between InterGroup and Portsmouth based on management’s estimate of relative utilization. For the years ended June 30, 2025 and 2024, these expenses were approximately $144,000 for each year. Those fees are eliminated in consolidation.

As of June 30, 2025, InterGroup owns approximately 75.9% of the outstanding common shares of Portsmouth. As of June 30, 2024, the Company’s President, Chairman of the Board and Chief Executive Officer, John V. Winfield, owns approximately 2.5% of the outstanding common shares of Portsmouth. Mr. Winfield also serves as the Chairman of the Board and Chief Executive Officer of Portsmouth.

As Chairman of the Executive Strategic Real Estate and Securities Investment Committee, the Company’s President and Chief Executive Officer (CEO), John V. Winfield, directs the investment activity of the Company in public and private markets pursuant to authority granted by the Board of Directors. Mr. Winfield also serves as Chief Executive Officer and Chairman of the Board of Portsmouth and oversees the investment activity of Portsmouth. Depending on certain market conditions and various risk factors, the Chief Executive Officer and/or Portsmouth may, at times, invest in the same companies in which the Company invests. Such investments align the interests of the Company with the interests of related parties because it places the personal resources of the Chief Executive Officer and the resources of Portsmouth, at risk in substantially the same manner as the Company in connection with investment decisions made on behalf of the Company. Parallel investments are subject to InterGroup’s related-party policies and applicable SEC disclosure requirements.

NOTE 17 – COMMITMENTS AND CONTINGENCIES

Cash Management Agreement

AsIn ~~part~~connection ofwith the ~~Hotel~~March 28, 2025 refinancing ~~effective~~of ~~December~~the ~~18,~~Hotel’s ~~2013~~senior mortgage, Justice Operating Company, LLC (“Operating”) entered into a Cash Management Agreement with ~~Bank~~Prime ofFinance ~~America, N.A.~~ (~~“Lender”~~lender) and Wells Fargo Bank, N.A. (~~“Cash~~cash ~~Management~~management ~~Bank”~~bank). ~~whereby~~Under this agreement, all ~~cash~~Hotel ~~received~~receipts byare ~~Operating is to be~~ deposited into a ~~business~~lender-controlled ~~checking~~lockbox ~~account~~pursuant ~~controlled~~to bya ~~the~~deposit ~~Cash~~account ~~Management~~control ~~Bank~~agreement upand swept to a cash management account maintained for the ~~loan~~benefit ~~maturity~~of ~~date~~the lender. ~~Additionally,~~The ~~other~~cash ~~terms~~management bank maintains subaccounts (including debt service, ofproperty ~~the~~tax, ~~Cash~~insurance, ~~Management~~capital ~~Agreement~~expenditure/FF&E, ~~provide~~PIP, ~~that~~carry ~~effective~~reserve, ~~February~~cash ~~2019~~collateral, orcasualty/condemnation ~~upon~~and security deposit subaccounts). On each monthly payment date, funds are applied in a ~~Property~~set ~~Improvement~~priority: ~~Plan~~(i) tax reserve, (~~“PIP”~~ii) ~~requirement by~~insurance ~~Hilton~~reserve, (~~“Franchisor”~~iii) ~~deemed~~bank fees, (iv) amounts due under the ~~“Cash~~senior ~~Sweep~~loan ~~Period”~~(interest ~~during~~and ~~which~~any ~~all~~other ~~excess~~amounts ~~cash~~due ~~generated~~thereunder), by(v) ~~Operating~~capital ~~beyond~~expenditure/FF&E reserve, ~~the~~(vi) ~~monthly~~approved ~~budgeted~~operating expenses and ~~debt~~custodial ~~services~~funds, ~~including~~and ~~principal~~(vii) ~~and~~all ~~interest,~~remaining ~~insurance~~“available ~~reserves,~~cash” ~~real~~to ~~estate~~the ~~taxes~~carry reserve, ~~Furniture,~~during ~~fixtures,~~the ~~and~~initial ~~equipment~~cash-management ~~(“FF&E”)~~period ~~reserves~~or, ~~for~~thereafter, to the ~~senior~~cash ~~and~~collateral ~~mezzanine loans~~subaccount, ~~will~~all bein ~~held~~accordance bywith the ~~Cash~~loan ~~Management~~documents. ~~Bank~~The ~~for~~account ~~future~~must ~~hotel~~maintain ~~improvements~~a asminimum ~~required~~balance byof ~~the~~$5,000. ~~date~~While orno aevent ~~PIP.~~of ~~Currently~~default exists, ~~any~~interest on balances (other than tax and insurance subaccounts) accrues to Operating; upon an event of default, the lender may direct application of all funds ~~are~~in ~~being~~any ~~controlled~~order byto the ~~Cash~~debt. The ~~Management~~agreement contains customary subordination of bank set-off rights, indemnities, New York governing-law and jury-trial-waiver provisions. ~~Bank~~See ~~according~~also toNote ~~the~~10—Mortgage Notes Payable. The Cash Management Agreement referenced above is incorporated by reference to the Annual Report of Form 10-K of Portsmouth Square, Inc. for the fiscal year ended June 30, 2025 (see Item 15(a)(3) – Exhibits).

6463

Franchise Agreements

~~The~~Justice Investors Limited Partnership (now dissolved) entered into a Franchise License Agreement ~~(the “License Agreement”)~~ with ~~the~~ HLT Existing Franchise Holding LLC (“Hilton”) on December 10, 2004. The ~~term of the License~~ agreement ~~was~~provided ~~for~~ an initial ~~period of~~ 15-year ~~years~~term ~~commencing~~from on the ~~date the~~ Hotel’s ~~began~~conversion ~~operating~~to asthe a Hilton ~~hotel,~~brand ~~with~~and included an option to extend ~~the License Agreement for another five years~~, subject to ~~certain~~ conditions. On June 26, 2015, Operating and Hilton ~~entered~~executed ~~into~~ an amended franchise agreement ~~which~~that, ~~amongst~~ among other things , extended the ~~License~~franchise ~~Agreement~~term through ~~2030~~January 31, 2030 and ~~also~~ provided ~~Justice certain~~ key -money ~~cash~~ incentives, subject to bethe ~~earned~~applicable ~~through 2030~~terms.

Since the opening of the Hotel as a full brand Hilton in January 2006, ~~Justice~~it has incurred monthly royalties, marketing/program fees, and information -technology ~~recapture~~ charges equal to a percentage of the Hotel’s gross room revenue. Fees for such services during fiscal year ~~2024~~ 2025 and ~~2023~~2024 totaled approximately $23,~~967~~529,000 and $32,~~029~~967,000, respectively, and are included in Hotel operating expenses.

Employees

The Company’s corporate office and multifamily operations had 2830 employees as of June 30, 2025 and the ~~hotel~~Hotel operations had 187 employees as of June 30, ~~2024~~ 2025. On February 3, 2017, Aimbridge assumed all labor union agreements as agent for the Hotel ~~and~~under ~~Justice,~~the ~~and~~management ~~Justice~~agreement; Operating provides all funding for all payroll and related costs. As of June 30, ~~2024~~2025, approximately 90% of ~~those~~Hotel employees were represented by one of three labor unions, and their terms of employment were determined under various collective bargaining agreements (“CBAs”) to which Aimbridge ~~was~~ is a party to as agent for ~~Hotel~~the ~~and Justice~~Hotel. CBA for Local 2 (Hotel and Restaurant Employees) ~~expired~~expires on August 13, ~~2024 and is currently under negotiations~~2028. CBA for Local 856 (International Brotherhood of Teamsters) ~~will~~expires ~~expire on~~ December 31, ~~2024~~2028. CBA for Local 39 (Stationary Engineers) ~~expired~~expires in July 2030.

Negotiation of collective bargaining agreements, which includes not just terms and conditions of employment, but scope and coverage of employees, is a regular and expected course of business operations for ~~the~~Portsmouth ~~Company~~ and Aimbridge. ~~The~~Portsmouth ~~Company expects and~~ anticipates that ~~the~~CBA terms of ~~conditions of CBAs~~ will ~~have an impact on~~ affect wage and ~~benefit costs~~benefits, operating expenses, and certain ~~hotel~~Hotel operations ~~during~~over the life of each CBA and ~~incorporates~~reflects ~~these~~there ~~principles~~factors ~~into~~in ~~its~~ operating and ~~budgetary~~budgeting ~~practices~~processes.

Legal Matters

Portsmouth ~~Square~~, ~~Inc.,~~ through ~~its operating company Justice Investors~~ Operating ~~Company~~, ~~LLC,~~owns ~~a Delaware limited liability company (~~the ~~“Company”), is the owner of the~~ real property located at 750 Kearny Street, in San Francisco, ~~currently~~which is improved with athe 27Hotel –and ~~story building~~five-level ~~which~~parking ~~houses a Hilton Hotel (the “Property”)~~garage.. The Property was purchased and improved pursuant to the terms of a series of agreements with the City and County of San Francisco (the “City”) in the early 1970’s. The terms of the agreements and subsequent approvals and permits included a condition by which the ~~Company~~owner was required to construct an ornamental overhead pedestrian bridge across Kearny Street, connecting the Property to a nearby City park and underground parking garage known as Portsmouth Square (the “Bridge”). Included in the approval process was the City’s issuance of a Major Encroachment Permit (“Permit”) allowing the Bridge to span over Kearny ~~Kearney~~ Street. As of May 24, 2022, the City ~~has~~ purported to revoke the Permit and on June 13, 2022, ~~has~~ directed ~~the~~Operating ~~Company~~ to submit a general bridge removal and restoration plan (the “Plan”) at ~~the Company~~owner’s expense. ~~The~~ ~~Company~~Portsmouth ~~disputes~~and Operating dispute the legality of the purported revocation of the Permit. ~~The~~They ~~Company~~ further ~~disputes~~dispute the existence of any legal or contractual obligation to remove the Bridge at ~~its~~owner’s expense. In particular, representatives offrom the ~~Company~~owner participated in meetings with the City on and at various times after August 1, 2019, to discuss a collaborative process for the possible removal of the Bridge. Until the purported revocation of the Permit in 2022, the City representatives repeatedly and consistently promised and agreed that the City ~~will~~would pay for the associated costs of any Bridge removal and restoration of the front of the Hotel’s back to its current condition. Nevertheless, without waiving any rights, in an effort to understand all of the available options, and to provide a response to the City’s directives, ~~the Company~~ Operating has engaged a Project Manager, a structural engineering firm and an architect to advise on the development of a Plan for the Bridge removal, as well as the reconstruction of the front of the Hilton Hotel. ~~The~~Operating ~~Company~~ has been working cooperatively with the City on the process of ~~for~~the removal of the Bridge and its related physical encroachments, including obtaining regulatory approvals and permits. ~~The~~Discussions are ~~Company~~ongoing ~~is currently in discussion~~ with the City regarding both the process and financial responsibility for the implementation of the Plan and reconstruction of the portions impacted ~~portions~~ of the Hotel. Those discussions are expected to continue at least through the ~~end~~third calendar quarter of ~~2024~~2025. A final Plan is currently ~~not~~ expected to be completed ~~until~~and ~~late~~submitted ~~2024,~~for ~~and~~approval in late 2025; permits for demolition are unlikely to be obtained ~~until~~before early ~~2025~~2026, with demolition not anticipated before March 2026 at the earliest.

~~The~~At this time, the Company ~~may~~cannot bereasonably ~~subject~~estimate the probability or amount of any loss, contribution, or recovery related to ~~legal~~this ~~proceedings~~matter; accordingly, ~~claims~~no accrual has been recorded under ASC 450. From time to time, InterGroup and ~~litigation~~its subsidiaries may be involved in legal proceedings arising in the ordinary course of business. ~~The~~Management ~~Company~~intends ~~will~~to defend ~~itself~~ such matters vigorously. ~~against~~Based ~~any~~on ~~such~~information ~~claims.~~currently available, ~~Management~~management does not believe ~~that~~ the ~~impact~~ultimate resolution of such matters will have a material adverse effect on the Company’s consolidated financial ~~conditions~~position, orresults ~~result~~ of operations, ~~when~~or ~~resolved~~cash flows.

~~NOTE 18 – SUBSEQUENT EVENTS~~64

~~The~~NOTE ~~Company~~18— ~~evaluated~~ASSETS ~~subsequent~~HELD ~~events~~FOR through the date that the accompanying financial statements were issued, and has determined that no material subsequent events that require adjustment to or disclosure in the financial statements exist through the date of this filing.SALE

On February 24, 2025, the Company executed a listing agreement to market for sale a 12-unit multifamily property located in Los Angeles County, California (10,600 square feet; acquired July 30, 1999). Active marketing commenced in April 2025. Management committed to a plan to sell the property, is available for immediate sale in its present condition, it is being actively marketed at a price commensurate with current market conditions, and a sale is considered probable within 1 one year.

Accordingly, the Company concluded that the criteria in ASC 360-10-45-9 were met in the fourth quarter of fiscal 2025 and classified the asset as “Assets held for sale” as of June 30, 2025. Upon classification, the asset was measured at the carrying amount. No impairment charge was recognized in connection with the classification upon classification, as the carrying amount did not exceed its estimated fair value less costs to sell. Property taxes for the year ended June 30, 2025 were approximately $25,000.

The related mortgage (outstanding balance $1,863,000 at 3.59% fixed; maturity June 23, 2026) will be settled at closing and is not included in liabilities held for sale; it continues to be presented within mortgage notes payable.

Assets held for sale totaled $1,029,000 at June 30, 2025. (Amount reflects the carrying value of the Los Angeles 12-unit property at the date of classification April 2025.)

SCHEDULE OF ASSETS HELD FOR SALE

	June 30, 2025
Cash	$	8,000
Restricted cash		45,000
Accounts receivable		4,000
Investment in real estate		963,000
Other assets		9,000
Total assets held for sale	$	1,029,000

Management will continue to evaluate facts and circumstances each reporting period and will recognize any loss if the carrying value exceeds fair value less cost to sell.

NOTE 19 – SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date that the accompanying financial statements were issued, and has determined that no other material subsequent events that require adjustment to or disclosure in the financial statements exist through the date of this filing, except as disclosed below.

Regaining Nasdaq Listing Compliance

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill was enacted (“OBBBA”), introducing significant and wide-ranging changes to the U.S. federal tax system. Significant components include restoration of 100% accelerated tax depreciation on qualifying property including expansion to cover qualified production property. Another major aspect incudes the return to immediate expensing of domestic research and experimental expenditures (“R&E”) which in some cases may include retroactive application back to 2021 for businesses with gross receipts of less than $31 million or accelerated tax deductions of R&E that was previously capitalized for larger businesses. The legislation also reinstates EBITDA-based interest deductions for tax purposes and makes several business tax incentives permanent. Less favorable business provisions include limitations on tax deductions for charitable contributions.

The Company is currently assessing the potential impact of this legislation on its future financial position, results of operations, and cash flows. In accordance with U.S. GAAP, the effects will be recognized in the period of enactment. Other than the matters described above, the Company did not identify any subsequent events requiring recognition or additional disclosure.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There were no changes in the Company’s independent registered public accounting firm and no disagreements with the auditor on any matter of accounting principles or practices, financial statement disclosure, ~~nor~~or auditing scope or procedure during the fiscal years ended June 30, 2025 and 2024, and through the date of this Annual Report. In addition, there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K during those periods.

Item 9A. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls ~~are~~and procedures ~~that~~ are designed ~~with~~to ~~the~~provide ~~objective~~reasonable ofassurance ~~ensuring~~ that information required to be disclosed in our reports filed ~~under~~ under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed ~~with~~to ~~the~~provide ~~objective~~reasonable ofassurance ~~ensuring~~ that such information is accumulated and communicated to our management, including the ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer (“CEO”) and ~~chief~~Chief ~~financial~~Financial ~~officer~~Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

As of June 30, ~~2024~~2025, as required by Rules 13a-15 and 15d-15 under the Exchange Act, our principal executive officer and principal financial and accounting officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that ~~our control~~controls ~~around~~over the identification, interpretation, and accounting for ~~the~~certain non-routine, complex stock-based compensation ~~was~~matters (including option modification and related valuation/modeling inputs) were not effectively designed or maintained. In light of this material weakness, we performed additional ~~analysis~~analyses asand procedures deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, ~~our~~the Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of ~~our~~the ~~company~~Company,

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that ~~our~~the Company’s receipts and expenditures are being made only in accordance with authorizations of ~~our~~its management ~~and~~ and directors, and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of ~~our~~the ~~assets~~Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in ~~our~~the ~~consolidated~~Company’s consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree orof compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of ~~our~~the Company’s internal control over financial reporting as of June 30, ~~2024~~2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on our assessments and those criteria, management determined that our internal controls over financial reporting were not effective as of June 30, ~~2024~~2025 due to material weakness described above.

During the end quarter of fiscal 2023, we identified a material weakness in internal controls over financial reporting related to our accounting for deferred tax asset valuation allowance. Specifically, we did not design and maintain effective controls to identify items within the deferred tax balances that could be materially incorrect. We are undergoing ongoing evaluation and improvements in our internal control over financial reporting. Regarding our identified material weakness, we have performed the following remediation efforts:

InAs ~~order~~a tosmaller ~~mitigate~~reporting ~~the material weakness to the fullest extent possible~~company, ~~management~~we ~~hired~~are anot ~~new~~required ~~tax CPA specialist~~ to ~~review~~include, and dothis ~~a detailed~~Annual ~~analysis~~Report ~~which~~does ~~was~~not ~~completed for the year ended June 30~~contain, ~~2024.~~an ~~The~~attestation ~~preparation~~report of ~~the~~our ~~Company’s deferred tax assets and~~independent ~~liabilities~~registered ~~will~~public beaccounting ~~reviewed~~firm ~~annually~~regarding byinternal ~~tax~~control ~~experts~~over asfinancial ~~well~~reporting aspursuant ~~the~~to ~~Principal~~Section ~~Financial~~404(b) ~~Officer~~of ~~and~~ the ~~Chief Executive Officer~~Sarbanes-Oxley Act.

As of June 30, 2023, these controls were not operating effectively as noted by an elimination in its entirety the carrying tax assets due to the setup of a valuation allowance. As of June 30, 2024, management concludes that the material weakness has been remediated by its active engagement in the provision preparation process and will continue to enhance its controls over the preparation of its tax provision.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm, pursuant to provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act that permit us to provide only management’s report in this Annual Report on Form 10-K.

This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

AsDuring ~~stated~~the inquarter ~~our~~ended ~~report~~June on30, 2025, we began implementing the remediation activities described above (policy updates, enhanced review controls, and use of specialists). Other than these actions, there were no changes in our internal control over financial reporting, (as defined in Rules 13a-15(f) and 15d-15(f) under the ~~material~~Exchange ~~weakness~~Act) asduring itthe ~~relates~~fiscal toyear ~~tax~~ended ~~provision~~June ~~preparation~~30, ~~has~~2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The remediation activities have not yet been fully ~~remediated~~implemented inor ~~fiscal~~operated ~~year~~for ~~2024~~a sufficient period for management to conclude they are effective.

Item 9B. Other Information.

During the ~~three~~fiscal ~~months~~quarter ended June 30, ~~2024~~2025, nonone ~~director or officer~~ of the Company’s directors or officers adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” asin each ~~term~~case isas those terms are defined in Item 408(a) of Regulation S-K.

Insider Trading Policy. The Company maintains a written Insider Trading Policy applicable to directors, officers, employees, and certain consultants, which includes provisions governing the use of Rule 10b5-1 trading arrangements and pre-clearance of transactions. No waivers of the policy were granted during fiscal 2025. A copy of the Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K pursuant to Item 601(b)(19) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

~~Not~~During ~~applicable~~the periods covered by this report, the Company was not identified by the SEC as a “Commission-Identified Issuer” under the Holding Foreign Companies Accountable Act. Our independent registered public accounting firm is registered with the PCAOB and, to the Company’s knowledge, the PCAOB is not prevented from inspecting or investigating our auditor completely by any foreign jurisdiction.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth certain information with respect to the Directors and Executive Officers of the Company as of June 30, ~~2024~~2025:

Name	Position with the Company	Age	Term to Expire
Class A Directors:
John V. Winfield (4)	Chairman of the Board; President and Chief Executive Officer	7778	Fiscal ~~2024~~2027 Annual Meeting
Steve Grunwald (3) (5)	Director	42	Fiscal 2024 Annual Meeting
Steve H. Grunwald (3) (5)	Director	43	Fiscal 2027 Annual Meeting
Class B Directors:
Yvonne L. Murphy (1) (2) (4)	Director	6768	Fiscal 2025 Annual Meeting
William J. Nance (2) (3) (4)	Director	8081	Fiscal 2025 Annual Meeting
Class C Director:
John C. Love (1) (2) (3)	Director	8485	Fiscal 2026 Annual Meeting
Executive Officers:
David C. Gonzalez (4)	Chief Operating Officer, Advisor of Executive Strategic Real Estate and Securities Investment Committee, and President of Portsmouth	5758	N/A
Jolie Kahn	Secretary	5960	N/A
Ann Marie Blair	Treasurer, Controller (Principal Financial Officer)~~. Ms. Blair appointed effective July 6, 2023~~	3738	N/A
Danfeng Xu	Treasurer, Controller (Principal Financial Officer), and Secretary Resigned effective August 31, 2022	36	N/A

⁽¹⁾	Member of the Nominating Committee
⁽²⁾	Member of the Compensation Committee
⁽³⁾	Member of the Audit Committee
⁽⁴⁾	Member of the Executive Strategic Real Estate and Securities Investment Committee

Business Experience:

The principal occupation and business experience during the last five years for each of the Directors and Executive Officers of the Company are as follows:

John V. Winfield — Mr. Winfield was first appointed to the Board in 1982. He currently serves as the Company’s Chairman of the Board, President and Chief Executive Officer, having first been appointed as such in 1987. Mr. Winfield also serves as Chairman and Chief Executive Officer of the Company’s subsidiary Portsmouth, a public company. Effective June 2016, Mr. Winfield became the Managing Director of Justice and served in that position until the dissolution of Justice in December 2021. ~~On May 24, 2021,~~ Mr. Winfield ~~resigned effective immediately as President of Portsmouth. Mr. Winfield~~’s extensive experience as an entrepreneur and investor, as well as his managerial and leadership experience from serving as a chief executive officer and director of public companies, led to the Board’s conclusion that he should serve as a director of the Company.

~~Yvonne~~Steve LH. ~~Murphy~~Grunwald — ~~Mrs~~Mr. ~~Murphy~~Grunwald ~~was~~joined ~~elected to~~ the Board ~~of InterGroup~~ in February 2014 and to the Board of Portsmouth, a subsidiary of the Company, in February 2019. She resigned from the Board of Portsmouth in December 2019. Mrs. Murphy was elected to the Board of Portsmouth in October 2022 ~~and served as a director at Portsmouth from March to December 2019~~. ~~Mrs.~~He ~~Murphy took the place of Director Babin upon his passing in October 2022. Mrs. Murphy~~ has ~~impressive experiences in corporate management, legal research, and legislative lobbying for~~ over 3015 years~~. She was a member of Governor Kenny C. Guinn~~’s ~~executive~~hospitality ~~staff~~operations ~~in Nevada~~experience, ~~and was employed for years~~ byincluding ~~the~~management ~~prestigious~~of ~~Jones~~multiple ~~Vargas~~hotel ~~law firm in Reno~~openings, ~~Nevada. She served in nine legislative sessions during the most challenging years in Nevada’s history. Prior to starting her own lobbying firm~~renovations, ~~Ms. Murphy worked for RR Partners in its corporate office in Las Vegas, Nevada~~ and inoperations ~~the Government Affairs Division~~ in ~~Reno~~Brussels. ~~She~~He ~~has~~holds a ~~Doctorate and a Master~~bachelor’s indegree ~~Business Administration~~ from ~~the California~~Brussels ~~Pacific~~Business ~~University. Mrs. Murphy~~Institute’s ~~impressive~~College ~~experience~~of inHospitality ~~corporate management, legal research~~ and ~~legislative~~Tourism ~~lobbying~~Management. ~~led~~His ~~to the~~extensive ~~Board’s~~hospitality ~~conclusion~~industry ~~that~~experience ~~she~~supports ~~should~~his directorship. ~~serve~~He ashas been a ~~director~~Director of ~~the~~Portsmouth ~~Company~~since December 2022.

~~William~~Yvonne JL. ~~Nance~~Murphy — MrMs. ~~Nance~~Murphy iswas aelected ~~Certified~~to ~~Public~~the ~~Accountant~~Board ~~and~~of ~~private~~InterGroup ~~consultant~~in February 2014 and to the ~~real~~Board ~~estate~~of ~~and~~Portsmouth, ~~banking~~a ~~industries. He~~subsidiary isof ~~also~~the ~~President~~Company, ofin ~~Century~~February ~~Plaza~~2019. ~~Printers~~She ~~Inc.~~previously ~~Mr.~~took ~~Nance~~the ~~was~~place ~~first~~of ~~elected~~Director toBabin ~~the~~upon ~~Board~~his passing in ~~1984~~October 2022. HeMs. ~~served~~Murphy ashas ~~the Company’s Chief~~impressive ~~Financial~~experiences ~~Officer~~in ~~from~~corporate ~~1987~~management, tolegal ~~1990~~research, and aslegislative ~~Treasurer~~lobbying ~~from~~for ~~1987~~over to30 ~~June 2002~~years. ~~Mr.~~She ~~Nance~~was ~~is also~~ a ~~Director~~member of ~~Santa~~Governor FeKenny ~~and Portsmouth~~C. ~~Mr.~~Guinn’s ~~Nance~~executive ~~also~~staff ~~serves~~in asNevada, aand ~~director~~was ofemployed ~~Comstock~~for ~~Mining~~years by the prestigious Jones Vargas law firm in Reno, ~~Inc~~Nevada. ~~Mr.~~She ~~Nance~~served in nine legislative sessions during the most challenging years in Nevada’s ~~extensive~~history. ~~experience~~Prior asto astarting ~~CPA~~her ~~and~~own lobbying firm, Ms. Murphy worked for RR Partners in ~~numerous~~its ~~phases~~corporate ~~of the~~office ~~real~~in ~~estate~~Las ~~industry~~Vegas, ~~his~~Nevada ~~business~~ and ~~management~~in ~~experience~~the ~~gained~~Government inAffairs ~~running~~Division ~~his~~in ~~own~~Reno. ~~businesses,~~She ~~his~~has ~~service~~a Doctorate asand a ~~director~~Master’s ~~and audit~~in ~~committee~~Business ~~member~~Administration ~~for~~from ~~other~~the ~~public~~California ~~companies~~Pacific ~~and~~University. ~~his~~Ms. ~~knowledge~~Murphy’s ~~and~~impressive ~~understanding~~experience in ofcorporate ~~finance~~management, legal research and ~~financial~~legislative ~~reporting,~~lobbying led to the Board’s conclusion that heshe should serve as a director of the Company.

~~John~~William CJ. ~~Love~~Nance — Mr. ~~Love~~Nance ~~was~~is ~~appointed~~a toCertified ~~the~~Public ~~Board~~Accountant inand ~~1998.~~private ~~Mr.~~consultant ~~Love~~to isthe anreal ~~international~~estate ~~hospitality~~ and ~~tourism~~banking ~~consultant~~industries. HeMr. isNance awas ~~retired~~first ~~partner~~elected into the ~~national~~Board ~~CPA~~in ~~and~~1984. ~~consulting~~He ~~firm~~served ofas ~~Pannell Kerr Forster and, for~~ the ~~last~~Company’s 30Chief ~~years,~~Financial aOfficer ~~lecturer~~from in1987 ~~hospitality industry~~to ~~management~~1990 ~~control systems~~ and ~~competition~~as &Treasurer from ~~strategy~~1987 atto ~~Golden~~June ~~Gate~~2002. ~~University and San Francisco State University~~Mr. HeNance is ~~Chairman~~ ~~Emeritus~~also ofa ~~the~~Director ~~Board~~ of ~~Trustees~~Portsmouth. ofHe ~~Golden~~previously ~~Gate~~served ~~University~~as ~~and~~a ~~the~~director ~~Executive Secretary~~ of ~~the~~Santa ~~Hotel~~Fe ~~and~~until ~~Restaurant~~its ~~Foundation.~~liquidation in 2021. Mr. ~~Love~~Nance is also aserves ~~Director~~as ofa ~~Portsmouth~~director ~~and served on the Board~~ of ~~Santa~~Comstock FeMining, ~~from March 1998 to December 2019~~Inc. Mr. ~~Love~~Nance’s extensive experience as a CPA and in numerous phases of the ~~hospitality~~real estate industry, ~~including~~his ~~teaching~~business atand ~~the~~management ~~university~~experience ~~level~~gained ~~for~~in ~~the~~running ~~last~~his 30own ~~years~~businesses, inhis ~~management~~service ~~control~~as a director ~~systems,~~and audit committee member for other public companies and his knowledge and understanding of finance and financial reporting, led to the Board’s conclusion that he should serve as a director of the Company.

John C. Love — Mr. Love was appointed to the Board in 1998. Mr. Love is an international hospitality and tourism consultant and a retired partner of Pannell Kerr Forste. For the last 30 years, he has been a lecturer in hospitality industry management control systems and competition & strategy at Golden Gate University and San Francisco State University. He is Chairman Emeritus of the Board of Trustees of Golden Gate University and the Executive Secretary of the Hotel and Restaurant Foundation, and is also a Director of Portsmouth. Mr. Love’s hospitality and financial expertise support his service as a director.

David C. Gonzalez — Mr. Gonzalez was appointed Chief Operating Officer of the Company on May 31, 2023 and previously ~~was~~served ~~the~~as Vice President, Real Estate ~~of the Company~~ (since ~~January 31,~~ 2001~~. Since 1989~~), ~~Mr.~~and ~~Gonzalez has served~~ in ~~numerous~~other ~~capacities~~roles ~~with~~since ~~the Company~~1989, including Controller and Director of Real Estate. ~~Mr.~~He ~~Gonzalez~~ was appointed advisor of the Executive Strategic Real Estate and Securities Investment Committee offor ~~the~~InterGroup ~~Company~~ and Portsmouth in February 2020. ~~The~~and was ~~Board of Directors of Portsmouth Square, Inc.~~ elected ~~Mr. Gonzalez as~~ President of Portsmouth ~~Square Inc.~~ effective May 24, 2021.

Ann Marie Blair – Ms. Blair was appointed as Treasurer and Controller of(Principal ~~the~~Financial ~~Company~~Officer) on July 6, 2023. ~~Ms.~~and ~~Blair also~~ serves as ~~Treasurer~~in ~~and~~similar ~~Controller~~roles offor ~~InterGroup,~~Portsmouth. ~~having~~She ~~been~~was ~~appointed~~previously toa ~~the~~CFO ~~position~~in onthe ~~July~~advertising 6,technology ~~2023.~~industry ~~Prior~~and toholds ~~joining~~a ~~the~~BS ~~Company,~~in ~~she~~Accounting ~~had~~and an ~~served~~MBA asfrom ~~Chief~~Cumberland ~~Financial~~University. ~~Officer~~Her inbackground ~~the~~includes ~~advertising~~audit ~~technology~~experience ~~industry.~~focused ~~She~~on ~~obtained~~financial ~~her~~institutions ~~Bachelor~~and ofexpertise ~~Science degree~~ in ~~Accounting and~~financial ~~her~~reporting ~~Master~~standards, ofrisk ~~Business~~management, ~~Administration~~and ~~from~~regulatory ~~Cumberland University~~compliance.

Filing Compare · INTERGROUP CORP