Form 8-K

8-K — INTERGROUP CORP

Accession: 0001493152-26-022253

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0000069422

SIC: 6513 (OPERATORS OF APARTMENT BUILDINGS)

Item: Financial Statements and Exhibits

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8-K — form8-k.htm (Primary)

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2026-05-11

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

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

Date

of Report (Date of earliest event reported): May 11, 2026

THE

INTERGROUP CORPORATION

(Exact

name of registrant as specified in its charter)

Delaware

1-10324

13-3293645

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

1516

S. Bundy Drive, Suite 200, Los Angeles, CA

90025

(Address of principal executive

offices)

(Zip Code)

Registrant’s

telephone number, including area code: (310) 889-2500

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock

INTG

NASDAQ CAPITAL MARKET

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Press Release, dated May 11, 2026

104

Cover Page Interactive Data File

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

THE INTERGROUP CORPORATION

Dated: May 11, 2026

By:

/s/ John

V. Winfield

Chairman of the Board; President and Chief Executive

Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

The

InterGroup Corporation Reports Third Quarter Fiscal 2026 Results; Operating Performance Improves Year-Over-Year as San Francisco Recovery

Progresses

Los

Angeles, California — May 11, 2026

The

InterGroup Corporation (NASDAQ: INTG) (the “Company” or “InterGroup”) today announced financial results for the

fiscal third quarter ended March 31, 2026. InterGroup is a diversified holding company with interests in hospitality (through its majority-owned

subsidiary Portsmouth Square, Inc.), real estate operations, and investment transactions. The discussion below is derived from the Company’s

Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

Third

Quarter Fiscal 2026 Highlights (Three Months Ended March 31, 2026 vs. 2025)

● Total

revenues increased to $20.372 million from $16.824 million (+21%).

● Income

from operations increased to $4.260 million from $2.350 million (+81%).

● GAAP

net income was $0.595 million, compared to a GAAP net loss of $0.750 million in the prior-year

quarter.

● Net

income attributable to InterGroup was $0.457 million, or $0.21 per diluted share, compared

to a net loss attributable to InterGroup of $0.578 million, or $0.27 per share, in the prior-year

quarter.

● Hotel

revenues increased to $16.497 million from $12.210 million (+35%). For additional context,

Hotel revenues for the quarter ended March 31, 2026 exceeded the comparable pre-pandemic

quarter ended March 31, 2019 by approximately $1.028 million.

● Real

estate revenues were $3.875 million compared to $4.614 million in the prior-year quarter

(-16%).

● Net

loss from investment transactions was $(0.342) million compared to $(1.379) million in the

prior-year quarter.

Hotel

Operating Metrics (Hilton San Francisco Financial District)

Three months ended March 31

ADR

Occupancy

RevPAR

2026

$ 306

94 %

$ 287

2025

$ 241

89 %

$ 215

Key

Drivers and Market Context

Management

attributed year-over-year improvement primarily to stronger hotel operating results, including improved ADR and occupancy, and continued

progress in San Francisco demand trends. The quarter also benefited from event-related activity in the market, including the Super Bowl.

Results further benefited from substantially lower losses in marketable securities compared with the prior-year quarter.

While

revenues improved meaningfully year-over-year, net income was partially offset by higher hotel operating expenses associated with increased

activity levels, as well as ongoing fixed charges including mortgage interest expense and depreciation and amortization.

Year-to-Date

Highlights (Nine Months Ended March 31, 2026 vs. 2025)

● Total

revenues increased to $55.586 million from $48.171 million (+15%).

● Real

estate revenues were $14.010 million compared to $14.176 million in the prior-year period

(-1%).

● Income

from operations increased to $9.007 million from $6.332 million (+42%).

● GAAP

net income was $0.398 million, compared to a GAAP net loss of $5.299 million in the prior-year

period.

● Net

income attributable to InterGroup was $1.437 million, or $0.67 per diluted share, compared

to a net loss attributable to InterGroup of $3.701 million, or $1.71 per share, in the prior-year

period.

● The

nine-month period included a GAAP gain on sale of real estate of $3.508 million related to

the December 2025 disposition of a non-core multifamily property.

Liquidity

and Capital Resources

of March 31, 2026, cash, cash equivalents and restricted cash totaled $17.323 million (cash and cash equivalents of $9.283 million and

restricted cash of $8.040 million). Marketable securities measured at fair value were $1.096 million at March 31, 2026. Restricted cash

consists primarily of funds held in lender-controlled accounts related to the Hotel financing.

Management

Commentary

David

C. Gonzalez, Chief Operating Officer of InterGroup, said:

“Our

third quarter results reflect improved operating performance year-over-year. For additional context, Hotel revenues for the quarter ended

March 31, 2026 exceeded the comparable pre-pandemic quarter ended March 31, 2019 by approximately $1.028 million.In hospitality, higher

room revenues and improved ADR and occupancy, together with improved room availability, contributed to stronger results. Across our real

estate portfolio, we remained focused on disciplined operations and property-level execution.”

John

V. Winfield, President, Chairman of the Board and Chief Executive Officer of InterGroup, added:

“We

remain cautiously optimistic that the recovery of the City of San Francisco is progressing, including signs of supporting in business

travel and event-related demand. On the investment side, results benefited from substantially lower losses in marketable securities compared

with the prior-year quarter, consistent with our focus on liquidity and risk awareness.”

About

The InterGroup Corporation

The

InterGroup Corporation (NASDAQ: INTG) is a diversified holding company with interests in hospitality, real estate, and marketable securities.

InterGroup consolidates its majority-owned subsidiary Portsmouth Square, Inc., which owns the Hilton San Francisco Financial District

hotel and related facilities.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements are not statements

of historical fact and are based on current expectations and assumptions. These statements are subject to risks and uncertainties that

could cause actual results to differ materially, including factors described in the Company’s filings with the Securities and Exchange

Commission, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and its Annual Report on Form 10-K for the

year ended June 30, 2025. The Company undertakes no obligation to update forward-looking statements except as required by law.

Investor

Contact

The

InterGroup Corporation

1516

S. Bundy Drive, Suite 200

Los

Angeles, CA 90025

(310)

889-2500

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