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): January 18, 2022
INVENTRUST PROPERTIES CORP.
(Exact Name of Registrant as Specified in its Charter)
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| Maryland | | 000-51609 | | 34-2019608 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
3025 Highland Parkway
Downers Grove, Illinois 60515
(Address of Principal Executive Offices)
(855) 377-0510
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, $0.001 par value | | IVT | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
For the year ended December 31, 2021, InvenTrust Properties Corp. (the “Company”) paid distributions of approximately $55.6 million. For income tax purposes only, approximately 71.34% of the distributions paid in 2021 will be treated as ordinary dividends and approximately 28.66% will be treated as non-dividend distributions. The following table denotes the allocation of the Company's distributions paid in 2021 for income tax purposes only. The December 2021 dividend declared, with a record date of December 30, 2021 and payment date of January 14, 2022, will be reported in 2022, and is not reflected in the 2021 tax allocation.
For U.S. federal income tax purposes, the Company’s distributions of cash and property will be treated as taxable dividends to the extent of the Company’s Earnings & Profits.
As previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Committee, on August 5, 2021, the Company effected a 1-for-10 reverse stock split of its common stock (the “Reverse Stock Split”). Dividends payable after the Reverse Stock Split, beginning with the third quarter 2021 distribution paid in October 2021, have been adjusted to reflect the 1-for-10 reverse stock split.
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| Record Date | Distribution Payable Date | Total Distribution per Share | Ordinary Dividend Per Share | Return of Capital Per Share | Qualified Dividend Per Share | Sec. 199A Dividend Per Share | Sec. 897 Ordinary Dividend Per Share |
| 12/30/2020 | 1/15/2021 | $ 0.018975 | $ 0.013537 | $ 0.005438 | - | $ 0.013537 | $ 0.000336 |
| 3/31/2021 | 4/15/2021 | $ 0.019550 | $ 0.013948 | $ 0.005602 | - | $ 0.013948 | $ 0.000347 |
| 6/30/2021 | 7/15/2021 | $ 0.019550 | $ 0.013948 | $ 0.005602 | | $ 0.013948 | $ 0.000347 |
| 9/30/2021 | 10/07/2021 | $ 0.195500 | $0.139477 | $0.056023 | - | $ 0.139477 | $ 0.003465 |
| | $ 0.253575 | $ 0.180910 | $ 0.072665 | - | $ 0.180910 | $ 0.004495 |
Consult Your Tax Advisor
The information in this document represents the Company’s understanding of the U.S. federal income tax laws and regulations and does not constitute tax advice. It does not purport to be complete or to describe the consequences that may apply to particular categories of stockholders. Each stockholder is urged to consult their tax advisor as to the specific tax consequences of distributions to such stockholder, including the effect of any state, local, or non-U.S. tax laws, and of changes in applicable tax laws.
SIGNATURE
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.
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| | | | INVENTRUST PROPERTIES CORP. |
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| Date: January 18, 2022 | | | | By: | | /s/ Christy L. David |
| | | | | Name: | Christy L. David |
| | | | | Title: | Executive Vice President, Chief Operating Officer, General Counsel & Secretary |
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