Financial Analysis

NOTE 17 COMMITMENTS AND CONTINGENCIES Cash Management Agreement In connection with the March 28, 2025 refinancing of the Hotels senior mortgage, Justice Operating Company, LLC (Operating) entered into a Cash Management Agreement with the senior mortgage lender and Wells Fargo Bank, N.A., as cash management bank. Under the agreement, Hotel receipts are deposited into lender-controlled accounts and applied in accordance with the priority and reserve requirements specified in the senior loan documents. The cash management arrangement remained in effect as of June 30, 2026. See Note 10 Mortgage and Mezzanine Loans for additional information regarding the senior mortgage loan and the cash management release conditions. Franchise Agreements Operating is party to a franchise agreement with HLT Franchise Holding, LLC (Hilton) under which the Hotel operates as the Hilton San Francisco Financial District. The franchise agreement extends through January 31, 2030 and requires the Hotel to pay royalties, program fees and certain other charges based primarily on Hotel revenues and to comply with applicable Hilton brand standards. Franchise-related fees were approximately $ 3,989,000 and $ 3,529,000 for the years ended June 30, 2026 and 2025, respectively, and are included in Hotel operating expenses. See Note 9 Other Financing Transactions for information regarding the Hilton development incentive note. Hotel Employees and Collective Bargaining Agreements As of June 30, 2026, the Hotel had …

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The following table presents the Companys revenue disaggregated by major revenue streams: SCHEDULE OF DISAGGREGATION OF REVENUE As of June 30, 2026 2025 Hotel rooms $ 48,396,000 $ 39,648,000 Food and beverage 3,164,000 2,862,000 Parking 3,307,000 3,214,000 Other operating departments 930,000 639,000 Total Hotel revenue 55,797,000 46,363,000 Real estate revenue 18,154,000 18,015,000 Total revenues $ 73,951,000 $ 64,378,000 …

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NOTE 15 STOCK-BASED COMPENSATION PLANS The Company currently has one equity compensation plan, The InterGroup Corporation 2010 Omnibus Employee Incentive Plan (the 2010 Incentive Plan). The plan has been approved by the Companys stockholders. As of June 30, 2026 and 2025, there were no RSUs outstanding. The InterGroup Corporation 2010 Omnibus Employee Incentive Plan The 2010 Incentive Plan was approved by the Companys shareholders on February 24, 2010 and authorizes up to 400,000 shares of common stock to be issued as equity compensation to officers and employees of the Company. The 2010 Incentive Plan provides for stock options, stock appreciation rights, performance awards and other stock-based compensation. Option awards are generally granted at an exercise price equal to the market price of the Companys common stock on the grant date and vest based on continued service or other applicable vesting conditions. The 2010 Incentive Plan expires in February 2030. As of June 30, 2026 and 2025, approximately 114,000 and 14,000 shares, respectively, remained available for future grant under the 2010 Incentive Plan. In March 2010, the Company granted 100,000 stock options at an exercise price of $ 10.30 per share. The options, which had been previously extended through March 16, 2026 , expired unexercised on March 16, 2026 . In December 2013, the Company granted 133,195 non-qualified stock options at an exercise price of $ 18.65 per share. In December 2023, the expiration date of t …

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NOTE 7 - FAIR VALUE MEASUREMENTS Fair value measurements are classified within a three-level hierarchy based on the observability of the inputs used. Level 1 inputs are quoted prices in active markets for identical assets or liabilities; Level 2 inputs are observable inputs other than Level 1 quoted prices; and Level 3 inputs are significant unobservable inputs. Assets measured at fair value on a recurring basis consisted of the following: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIS June 30, 2026 Total Fair Value Level 1 Level 2 Level 3 Assets: Marketable equity securities $ 4,394,000 $ 4,394,000 $ - $ - Interest rate cap 23,000 - 23,000 - Total assets $ 4,417,000 $ 4,394,000 $ 23,000 - Liabilities: - Obligations for securities sold 272,000 272,000 - - Total liabilities $ 272,000 $ 272,000 $ - $ - June 30, 2025 Total Fair Value Level 1 Level 2 Level 3 Marketable equity securities $ 969,000 $ 969,000 $ - $ - Interest rate cap 52,000 - 52,000 - Total assets $ 1,021,000 $ 969,000 $ 52,000 $ - Marketable equity securities and obligations for securities sold are classified within Level 1 because their fair values are based on quoted prices in active markets for identical securities. See Note 6 Investment in Marketable Securities. The interest rate cap is classified within Level 2 because its fair value is determined using observable market inputs, including forward Term SOFR curves and implied volatility assumptions obtained from a third-party pricing service. The intere …

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NOTE 13 INCOME TAXES The provision for the Companys income tax (expense) benefit is comprised of the following: SCHEDULE OF INCOME TAX (EXPENSE) BENEFIT For the years ended June 30, 2026 2025 Federal Current tax benefit (expense) $ (320,000 ) $ 62,000 Deferred tax (expense) benefit (1,292,000 ) (523,000 ) Federal income tax (expense) benefit, total (1,612,000 ) (461,000 ) State Current tax benefit (expense) (296,000 ) 14,000 Deferred tax expense (375,000 ) (101,000 ) State income tax (expense) benefit, total (671,000 ) (87,000 ) Income tax expense $ (2,283,000 ) $ (548,000 ) The Company adopted ASU 2023-09 prospectively for the year ended June 30, 2026. Accordingly, the enhanced income tax disclosure requirements are presented for fiscal 2026 only. SCHEDULE OF INCOME TAX PAID For the year ended June 30, 2026 Federal $ 144,000 State 248,000 Total income taxes paid $ 392,000 For the year ended June 30, 2026 State California $ 135,000 New Jersey 74,000 Texas 34,000 Other states 5,000 Total state income taxes paid $ 248,000 State $ 248,000 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: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION For the years ended June 30, 2026 2025 Statutory federal tax rate $ (554,000 ) $ 1,469,000 State income taxes, net of federal tax benefit 88,000 737,000 Dividend received deduction 2,000 12,000 Perm dif …

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Recently Issued and Adopted Accounting Pronouncements The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, effective July 1, 2025. The adoption did not affect the Companys consolidated financial position, results of operations or cash flows and resulted in expanded income tax disclosures. In November 2024, the FASB issued ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, as subsequently clarified by ASU 2025-01. The amendments require additional disaggregation of certain expense captions and are effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact on its disclosures. In July 2025, the FASB issued ASU 2025-05, Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient for estimating expected credit losses on certain current accounts receivable and contract assets and are effective for annual reporting periods beginning after December 15, 2025 and interim periods within those annual reporting periods. Accordingly, the guidance is effective for the Company beginning July 1, 2026. The Company is evaluating the impact of the guidance. Other recently issu …

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NOTE 16 RELATED PARTY TRANSACTIONS The Company has an unsecured revolving credit facility with its consolidated subsidiary, Portsmouth Square, Inc. (Portsmouth), under which the Company may provide borrowings of up to $ 40,000,000 . The facility bears interest at 9 % per annum, may be prepaid without penalty, and had a contractual maturity date of July 31, 2027 as of June 30, 2026. Principal and accrued interest are due at maturity, with no scheduled principal or interest payments required prior to maturity. During the years ended June 30, 2026 and 2025, the Company advanced $ 0 and $ 11,615,000 , respectively, to Portsmouth under the facility. The outstanding principal balance was $ 38,108,000 as of both June 30, 2026 and 2025, with $ 1,892,000 of remaining borrowing capacity as of June 30, 2026. InterGroup recorded interest income of $ 3,437,000 and $ 3,570,000 for the years ended June 30, 2026 and 2025, respectively, before consolidation. In August 2026, the Company and Portsmouth amended the facility to extend the maturity date from July 31, 2027 to July 31, 2029 . Because Portsmouth is a consolidated subsidiary, the intercompany note receivable and payable and the related interest income and expense are eliminated in the Companys consolidated financial statements. Certain shared costs and expenses , primarily administrative expenses, rent and insurance, are allocated between InterGroup and Portsmouth based on managements estimate of relative utilization. For the years en …

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NOTE 3 REVENUE The following table presents the Companys revenue disaggregated by major revenue streams: SCHEDULE OF DISAGGREGATION OF REVENUE As of June 30, 2026 2025 Hotel rooms $ 48,396,000 $ 39,648,000 Food and beverage 3,164,000 2,862,000 Parking 3,307,000 3,214,000 Other operating departments 930,000 639,000 Total Hotel revenue 55,797,000 46,363,000 Real estate revenue 18,154,000 18,015,000 Total revenues $ 73,951,000 $ 64,378,000 Real estate revenue consists primarily of rental income from the Companys multifamily and commercial properties and other property-related income. Contract Assets and Liabilities The Company had no material contract assets as of June 30, 2026 or 2025. Trade and other receivables arising from contracts with customers are presented separately in the consolidated balance sheets, net of the applicable allowance for credit losses. Portsmouth records contract liabilities when cash payments are received or due in advance of guests staying at our hotel, which are presented within Accounts payable and other liabilities-Hotel on our consolidated balance sheets had an opening balance on July 1, 2025 of $ 505,000 . As of June 30, 2026 contract liabilities were $ 472,000 . The advance deposits received from customers for services to be performed after June 30, 2026. Contract liabilities were $ 505,000 as of June 30, 2025 compared to $ 370,000 as of June 30, 2024. The increase for the twelve months ended June 30, 2025 was primarily driven by an increase in …

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NOTE 14 SEGMENT INFORMATION The Company operates in three reportable segments: (i) Hotel Operations (the Hilton San Francisco District and its five-level parking garage), (ii) Real Estate Operations (the multifamily and commercial rental portfolio), and (iii) Investment Transactions (investment of cash in marketable securities and other investments). Corporate expenses and other amounts that are not allocated to the reportable segments are in Other. The Companys chief operating decision maker (CODM) is a group of senior executives. The CODM uses segment income (loss) as the primary measure for assessing segment performance and making resource-allocation decisions. For Hotel Operations, segment income represents Hotel revenue less Hotel operating expenses before depreciation and amortization and financing-related interest expense. For Investment Transactions, segment loss includes gains and losses on marketable securities, dividend and interest income, and trading and margin interest expense. There are no intersegment revenues. Other consists primarily of unallocated corporate general and administrative costs and income taxes. Hotel Operations includes the operations of the Hotel and its five-level parking garage. The following tables present the Companys reportable segment information for the years ended June 30, 2026 and 2025. SCHEDULE OF SEGMENT REPORTING INFORMATION As of and for the year ended Hotel Real Estate Investment June 30, 2026 Operations Operations Transactions O …

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NOTE 19 SUBSEQUENT EVENTS Portsmouth Square Pedestrian Bridge Removal On August 9, 2026, the physical removal of the pedestrian bridge connecting the Hotel to Portsmouth Square was completed. The Hotel had temporarily suspended guest operations from July 31, 2026 through August 9, 2026 to facilitate the bridge demolition and resumed guest operations on August 10, 2026. Following removal of the bridge, the City and its contractor continued work associated with the project, including restoration of portions of the Hotel facade and surrounding areas affected by the demolition. Portsmouth, through its subsidiary Justice Operating Company, LLC, is separately responsible for the design and construction of permanent improvements to the Hotels Kearny Street entrance. In July 2026, Portsmouth and the City reached a term sheet concerning the Bridge removal and related financial arrangements. The parties are negotiating a definitive settlement agreement. Under the term sheet, the City agreed to make certain payments to Portsmouth in connection with costs associated with the Hotels Kearny Street frontage, subject to specified repayment obligations commencing in 2029. Extension of Related Party Credit Facility In August 2026, InterGroup and its consolidated subsidiary, Portsmouth amended Portsmouths unsecured revolving credit facility with InterGroup to extend its maturity date from July 31, 2027 to July 31, 2029 . All other material terms of the facility remained unchanged. As of June 30 …

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