Intergroup Corp SEC Filings

The InterGroup Corporation filed an update related to its upcoming Annual Meeting of Shareholders scheduled for May 20, 2026. The company explains that a previously distributed proxy card contained an error about director terms.

The proxy card wrongly stated that the nominees for election as Class B directors would serve until the 2027 annual meeting. InterGroup clarifies that, as correctly disclosed in its Definitive Proxy Statement filed on April 8, 2026, these Class B director nominees are intended to serve a three-year term expiring at the 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

The InterGroup Corporation reported significantly stronger fiscal third-quarter 2026 results as San Francisco hospitality demand improved. Total revenues rose to $20.372 million from $16.824 million, while income from operations increased to $4.260 million from $2.350 million. GAAP net income was $0.595 million, reversing a GAAP net loss of $0.750 million a year earlier.

Performance was driven mainly by the Hilton San Francisco Financial District, where hotel revenues grew to $16.497 million from $12.210 million and exceeded the comparable pre-pandemic 2019 quarter by about $1.028 million. For the quarter, ADR reached $306, occupancy was 94%, and RevPAR was $287. Year-to-date, total revenues were $55.586 million and income from operations was $9.007 million, supported by a $3.508 million gain on a December 2025 real estate sale and lower losses on marketable securities.

The InterGroup Corporation reported a return to profitability for the nine months ended March 31, 2026. Revenue rose to $55,586,000 from $48,171,000 a year earlier, driven mainly by stronger performance at the Hilton San Francisco Financial District hotel.

Net income was $398,000 compared with a net loss of $5,299,000 in the prior-year period, while quarterly net income was $595,000 versus a loss of $750,000. Hotel metrics improved, with average daily rate and occupancy increasing and RevPAR rising for both the quarter and year-to-date. Results also benefited from a $3,508,000 gain on the sale of a non-core Los Angeles multifamily property.

Liquidity included $9,283,000 of cash, $8,040,000 of restricted cash, and $1,096,000 of marketable securities as of March 31, 2026, against material contractual obligations totaling $230,598,000, heavily concentrated in fiscal 2027. The company continues to carry a significant shareholders’ deficit and remains subject to lender lockbox provisions on its hotel financing, and management has not yet fully remediated a material weakness in controls over stock-based compensation.

The InterGroup Corporation has called its Annual Meeting for May 20, 2026 in San Francisco. Shareholders will vote on electing Class B directors Yvonne L. Murphy and William J. Nance and on ratifying Whitley Penn LLP as independent auditor for the year ending June 30, 2026.

CEO John V. Winfield received total compensation of $897,000 in both fiscal 2025 and 2024, while other named officers received $625,000 in 2025. The company reported net losses of $5.35 million in 2025 and $9.80 million in 2024, and a hypothetical $100 investment in InterGroup stock would have been worth $0.38 in 2025 and $0.40 in 2024.

Winfield beneficially owns about 68.8% of InterGroup’s 2,148,812 outstanding shares, with directors and officers as a group holding 73.8%, giving insiders effective control. The proxy also details a 400,000‑share 2010 equity incentive plan, 269,195 stock options outstanding, director fees, a clawback policy, and an auditor change from WithumSmith+Brown to Whitley Penn.

The InterGroup Corporation has finalized the appointment of Whitley Penn LLP as its independent registered public accounting firm. The company had previously noted that this appointment was contingent on Whitley completing its standard client acceptance and independence procedures and signing a final engagement letter.

The company now reports that these procedures were completed and accepted by Whitley on March 26, 2026, confirming the firm’s role as InterGroup’s external auditor going forward.

The InterGroup Corporation changed its independent auditor on March 19, 2026. The company dismissed WithumSmith+Brown, PC as its independent registered public accounting firm and, on the same day, the Audit Committee approved the engagement of Whitley Penn LLP as the new independent auditor for the fiscal year ending June 30, 2026.

The company states that during the fiscal years ended June 30, 2025 and 2024, and through March 19, 2026, there were no disagreements with Withum on accounting principles, financial disclosures, or audit scope, and no reportable events under SEC rules. InterGroup also notes it did not consult Whitley in advance on specific accounting treatments or potential audit opinions before deciding on the new engagement.

The InterGroup Corporation’s controlling shareholder, John V. Winfield, filed an amended Schedule 13D reporting beneficial ownership of 1,590,074 shares of common stock, or about 69.7% of the company.

His position includes 1,456,879 shares held directly and 133,195 shares issuable from stock options exercisable within 60 days. On March 16, 2026, a separate option to acquire 100,000 shares expired unexercised, so those shares are no longer counted as beneficially owned. Winfield reports no other transactions in InterGroup stock during the prior 60 days.

INTERGROUP CORP President and CEO John V. Winfield reported the expiration of employee stock options for 100,000 shares of common stock on March 16, 2026. These incentive stock options had an exercise price of $10.30 per share and expired unexercised, leaving zero derivative options reported after the transaction. A footnote states the expiration involved unexercised employee stock options and that no value was received, so there was no purchase or sale of common shares and no cash proceeds from this event.

The InterGroup Corporation reported sharply improved quarterly results and completed a non-core property sale. For the quarter ended December 31, 2025, total revenues rose to $17.3 million from $14.4 million, a 20% increase, driven mainly by hotel revenue growth to $12.6 million from $9.9 million. Income from operations more than doubled to $2.0 million from $0.9 million, and net income reached $1.0 million compared with a net loss of $3.7 million a year earlier. Net income attributable to InterGroup was $1.5 million, or $0.71 per diluted share, versus a loss of $2.7 million, or $1.26 per diluted share. The company recognized a $3.5 million GAAP gain on the sale of a non-core 12-unit Los Angeles multifamily property, which generated approximately $2.58 million in net cash proceeds after repaying an associated $1.83 million mortgage. As of December 31, 2025, total cash, cash equivalents and restricted cash were $15.0 million, and management highlighted ongoing recovery in San Francisco hotel operations and stable real estate performance.