INTERGROUP CORP — Regulatory Filings 2026

May 14, 2026

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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 14, 2026

THE INTERGROUP CORPORATION

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(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 ☐

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. ☐

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Item 8.01. Other Events.

The InterGroup Corporation (the “Company”) is filing this Current Report on Form 8-K as additional soliciting material in connection with the Company’s Annual Meeting of Shareholders to be held on May 20, 2026.

The Company previously distributed proxy materials, including a proxy card, in connection with the Annual Meeting. The proxy card incorrectly stated that the nominees for election as Class B directors would serve until the 2027 annual meeting. As disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2026, the nominees for election as Class B directors are to serve a three-year term expiring at the Company’s 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

The Company confirms that the disclosure contained in the Definitive Proxy Statement regarding the term of the Class B directors is correct.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

| Exhibit
No. | Description |
| --- | --- |
| 104 | Cover
Page Interactive Data File |

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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.

| /s/
John V. Winfield |
| --- |
| Chairman
of the Board; President and Chief Executive Officer |

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