InvenTrust Properties Corp. (IVT)

Overview

Strategy and Outlook

InvenTrust Properties Corp. is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires, and manages grocery-anchored neighborhood and community centers, as well as high-quality power centers that often have a grocery component. We pursue our business strategy by acquiring retail properties in Sun Belt markets, opportunistically disposing of retail properties, and maintaining a flexible capital structure.

InvenTrust focuses on Sun Belt markets with favorable demographics, including above-average growth in population, employment, income, and education levels. We believe these conditions create favorable demand characteristics for grocery-anchored and necessity-based retail centers, which will position us to capitalize on potential future rent increases while enjoying sustained occupancy at our centers. Our strategically located field offices support hands-on property oversight, enabling responsive tenant engagement and strong local market knowledge across our portfolio. We believe that our Sun Belt portfolio of high quality grocery-anchored assets is a distinct differentiator for us in the marketplace.

Macroeconomic Trends

Our business, and the business and operations of our tenants, depend on the overall state of the economy, and we and they could be negatively impacted by slower economic growth and the potential for a recession. Although certain indicators suggest that inflation has moderated, the economic outlook remains uncertain due to ongoing geopolitical tensions, evolving global trade policies and tariff actions, and continued supply chain disruptions. These factors, along with volatility in energy prices and interest rates, may contribute to broader economic uncertainty and could adversely impact our tenants' operations. Additionally, other challenging macroeconomic conditions, and the resulting impact on the economy and consumer spending, could negatively impact our business and that of our tenants.

Evaluation of Operating Performance and Financial Condition

In addition to measures of operating performance determined in accordance with U.S. generally accepted accounting principles ("GAAP"), management evaluates our operating performance and financial condition by focusing on the following non-GAAP financial measures and operating metrics, discussed in further detail herein:

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Recent Developments

Acquisitions

On May 8, 2026, the Company acquired 3609 South, a 29,000 square foot unanchored neighborhood center in Charlotte, North Carolina, for a gross acquisition price of $16.6 million. The Company used available liquidity to fund the acquisition.

On June 17, 2026, the Company acquired Sweetgrass Corner, a 95,000 square foot community center anchored by Trader Joe’s in Charleston, South Carolina, for a gross acquisition price of $51.0 million. The Company used available liquidity to fund the acquisition.

On June 18, 2026, the Company acquired Western Plaza, a 162,000 square foot community center anchored by The Fresh Market in Knoxville, Tennessee, for a gross acquisition price of $65.0 million. The Company used available liquidity to fund the acquisition.

Debt

On June 29, 2026, the Company issued $250 million aggregate principal amount of senior notes in a private placement, consisting of $50 million at 5.09% due June 29, 2029, $100 million at 5.32% due June 29, 2031, and $100 million at 5.60% due June 29, 2033 (collectively, the "2026 Notes") pursuant to a note purchase agreement (the "2026 Note Purchase Agreement"), dated April 16, 2026, between the Company and the various purchasers named therein. The 2026 Notes were issued at par and pay interest semiannually on June 29th and December 29th until their respective maturities.

The Company may prepay at any time all, or from time to time any part of, the 2026 Notes, in an amount not less than 5% of the aggregate principal amount of any series of the 2026 Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus accrued interest and a Make-Whole Amount (as defined in the 2026 Note Purchase Agreement). The 2026 Notes are required to be absolutely and unconditionally guaranteed by certain subsidiaries of the Company that guarantee certain primary credit facilities of the Company. Currently, there are no subsidiary guarantees of the 2026 Notes.

Our Retail Portfolio

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

(a)Economic occupancy is defined as the percentage of occupied GLA divided by total GLA (excluding Specialty Leases) for which a tenant is obligated to pay rent under the terms of its lease agreement as of the rent commencement date, regardless of the actual use or occupancy by that tenant of the area being leased. Actual use may be less than economic occupancy. Specialty Leases include small shop leases with terms of less than one year and leases of common area space with terms of any length.

(b)Leased occupancy is defined as economic occupancy plus the percentage of signed but not yet commenced GLA divided by total GLA.

(c)Annualized Base Rent ("ABR") is computed as base rent for the last month of the period multiplied by twelve. Base rent is inclusive of ground rent and any abatement concessions and exclusive of Specialty Lease rent. ABR per square foot ("PSF") is computed as ABR divided by the occupied square footage as of the end of the period.

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Summary by Same Property

Properties classified as same property were owned for the entirety of both periods presented ("Same Properties"). The following table summarizes the Same Properties of our retail portfolio for the three and six months ended June 30, 2026 and 2025.

Lease Expirations

Our retail business is neither highly dependent on specific retailers nor subject to lease rollover concentration. We believe this minimizes risk to our retail portfolio from significant revenue variances over time.

Results of Operations

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

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

The following table presents the comparative results of our income.

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

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

•$0.1 million of net increases in all other lease income, partially offset by:

•$0.5 million of decreased common area maintenance and real estate tax recoveries,

•$0.5 million of decreased below-market lease intangible amortization, and

•$0.1 million of increased credit losses net of related reversals.

Lease income, net, for the six months ended June 30, 2026 increased $17.9 million when compared to the same period in 2025, as a result of increases from properties acquired of $25.2 million, decreases from properties disposed of $10.2 million, and the following activity related to our Same Properties:

•$2.7 million of increased minimum base and ground rent,

•$0.4 million of increased lease termination income, and

•$0.3 million of increased short-term and other lease income, partially offset by:

•$0.3 million of increased credit losses net of related reversals, and

•$0.2 million of net decreased straight-line rent adjustments.

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The following table presents the comparative results of our operating expenses.

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

•$9.0 million of increases from properties acquired, and

•$0.1 million of net increases from our Same Properties, partially offset by:

•$1.2 million of decreases from properties disposed.

Depreciation and amortization for the six months ended June 30, 2026 increased $13.7 million when compared to the same period in 2025, as a result of:

•$17.6 million of increases from properties acquired, partially offset by:

•$2.9 million of decreases from properties disposed, and

•$1.0 million of net decreases from our Same Properties.

Property operating expenses for the three months ended June 30, 2026 increased $1.2 million when compared to the same period in 2025, as a result of:

•$2.5 million of increases from properties acquired, and

•$0.2 million of net increases from our Same Properties, partially offset by:

•$1.5 million of decreases from properties disposed.

Property operating expenses for the six months ended June 30, 2026 increased $2.5 million when compared to the same period in 2025, as a result of:

•$4.6 million of increases from properties acquired, and

•$0.7 million of net increases from our Same Properties, partially offset by:

•$2.8 million of decreases from properties disposed.

Real estate taxes for the three months ended June 30, 2026 decreased $0.3 million when compared to the same period in 2025, as a result of:

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

The following discussion and analysis relates to the operations of the Company for the years ended December 31, 2025 and 2024 and its financial position as of December 31, 2025 and 2024. Discussion of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report can be found in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2024. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes included in this Annual Report. This discussion contains forward-looking statements about our business. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in "Forward-Looking Statements" and "Part I, Item 1A. Risk Factors" contained in this Annual Report and in our other reports that we file from time to time with the SEC.

Executive Summary

Strategy and Outlook

InvenTrust Properties Corp. is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires, and manages grocery-anchored neighborhood and community centers, as well as high-quality power centers that often have a grocery component. We pursue our business strategy by acquiring retail properties in Sun Belt markets, opportunistically disposing of retail properties, and maintaining a flexible capital structure.

InvenTrust focuses on Sun Belt markets with favorable demographics, including above-average growth in population, employment, income, and education levels. We believe these conditions create favorable demand characteristics for grocery-anchored and necessity-based retail centers, which will position us to capitalize on potential future rent increases while enjoying sustained occupancy at our centers. Our strategically located field offices support hands-on property oversight, enabling responsive tenant engagement and strong local market knowledge across our portfolio. We believe that our Sun Belt portfolio of high quality grocery-anchored assets is a distinct differentiator for us in the marketplace.

Evaluation of Operating Performance and Financial Condition

In addition to measures of operating performance determined in accordance with U.S. generally accepted accounting principles ("GAAP"), management evaluates our operating performance and financial condition by focusing on the following financial and non-financial indicators, discussed in further detail herein:

•Net Operating Income ("NOI") and Same Property NOI, supplemental non-GAAP measures;

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

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

•Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA"), a supplemental non-GAAP measure;

•Adjusted EBITDA, a supplemental non-GAAP measure;

•Economic and leased occupancy and rental rates;

•Leasing activity and lease rollover;

•Operating expense levels and trends;

•General and administrative expense levels and trends;

•Debt maturities and leverage ratios; and

•Liquidity levels.

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Recent Developments

Acquisitions and Mortgage Assumptions

The Company acquired the following properties during the year ended December 31, 2025:

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

(b)The Company recognized a finance lease liability of $10,973 associated with the ground lease assumed upon acquisition. See "Note 13. Commitments and Contingencies".

(c)The Company recognized a fair value adjustment of $607 related to the mortgage payable secured by the property.

(d)The Company recognized a fair value adjustment of $967 related to the mortgage payable secured by the property.

Dispositions

The Company disposed of the following properties during the year ended December 31, 2025:

(a)The Company disposed of five properties through a portfolio sale, consisting of River Oaks Shopping Center, Campus Marketplace, Old Grove Marketplace, Bear Creek Village Center, and Pavilion at La Quinta, and recognized a gain on sale of $90.9 million.

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

Debt

The Company has a $500.0 million revolving credit facility (the "Revolving Credit Facility"). The Revolving Credit Facility is scheduled to mature on January 15, 2029, with one 6-month extension option. On August 25, 2025, the Company entered into an amendment to its Revolving Credit Facility, which modified the applicable interest rate thereunder by removing the credit spread adjustment to Secured Overnight Financing Rate ("SOFR"), in addition to other modifications. As of December 31, 2025, the Company had available liquidity of $445.0 million under its amended Revolving Credit Facility.

On August 25, 2025, the Company entered into an amendment (the "Term Loan Amendment") to its $400.0 million Term Loan Credit Agreement (the "Amended Term Loan Agreement"), which provides for, among other things, an extension of the maturity dates of each tranche. The Amended Term Loan Agreement consists of a $200.0 million 5-year tranche maturing on August 26, 2030, and a $200.0 million 5.5-year tranche maturing February 24, 2031. The Term Loan Amendment also modified

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the interest rates, with each tranche bearing interest at a rate equal to, at the Company's option, term SOFR, daily simple SOFR or the adjusted base rate (with no credit spread adjustment) plus a margin ranging from 115 to 160 basis points (in the case of SOFR loans) and 15 to 60 basis points (in the case of base rate loans), in each case, based on the Company's leverage ratio.

Interest Rate Swaps

During the year ended December 31, 2025, in connection with the execution of the Term Loan Amendment, the Company entered into four forward-starting interest rate swap agreements that address the periods between the termination dates of the effective swaps and the maturity dates of the Amended Term Loan Agreement.

Our Retail Portfolio

The following table summarizes our retail portfolio as of December 31, 2025 and 2024.

Same Property Summary

Properties classified as same property were owned for the entirety of both periods presented ("Same Properties"). The following table summarizes the Same Properties of our retail portfolio for the years ended December 31, 2025 and 2024.

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Leasing Activity

The Company's portfolio had 1.25 million square feet expiring during the year ended December 31, 2025, of which 1.06 million square feet was re-leased. This achieved a retention rate of approximately 85%. The following table summarizes the activity for leases that were executed during the year ended December 31, 2025.

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

(b)Comparable leases are leases that meet all of the following criteria: terms greater than or equal to one year, unit was vacant less than one year prior to executed lease, square footage of unit remains unchanged or within 10% of prior unit square footage, and has a rent structure consistent with the previous tenant.

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Results of Operations

Comparison of results for the years ended December 31, 2025 and 2024

We generate substantially all of our earnings from property operations. Since January 1,

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