Inland Real Estate Income Trust Files 8-K

TL;DR

Inland REIT filed an 8-K on 12/17/25 covering security holder rights, votes, and financials.

AI Summary

On December 17, 2025, Inland Real Estate Income Trust, Inc. filed an 8-K report detailing material modifications to security holder rights and the submission of matters to a vote. The filing also includes information related to Regulation FD and financial statements/exhibits. The company, previously known as Inland Monthly Income Trust, Inc. and Inland Core Assets Real Estate Trust, Inc., is incorporated in Maryland.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes affecting security holders, requiring their attention and understanding of the disclosed matters.

Risk Assessment

Risk Level: low — This filing is a standard 8-K reporting routine corporate events and disclosures, not indicating immediate financial distress or significant negative news.

Key Numbers

• 000-55146 — SEC File Number (Identifies the company's filing history with the SEC.)
• 45-3079597 — IRS Employer Identification No. (The company's tax identification number.)

Key Players & Entities

• Inland Real Estate Income Trust, Inc. (company) — Registrant
• Maryland (jurisdiction) — State of Incorporation
• 2901 Butterfield Road, Oak Brook, IL 60523 (address) — Business and Mail Address
• Inland Monthly Income Trust, Inc. (company) — Former Company Name
• Inland Core Assets Real Estate Trust, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $16.89 — onal Repurchases will be repurchased at $16.89 per share (equal to the current NAV) an
• $13.51 — nary Repurchases will be repurchased at $13.51 per share. The Board will continue to h

Filing Documents

• ireit-20251217.htm (8-K) — 67KB
• ireit-ex4_1.htm (EX-4.1) — 77KB
• ireit-ex99_1.htm (EX-99.1) — 29KB
• img265493630_0.jpg (GRAPHIC) — 26KB
• img265493630_1.jpg (GRAPHIC) — 60KB
• img265493630_2.jpg (GRAPHIC) — 636KB
• 0001193125-25-328132.txt ( ) — 1292KB
• ireit-20251217.xsd (EX-101.SCH) — 25KB
• ireit-20251217_htm.xml (XML) — 5KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. Sixth Amendment and Restatement of the Share Repurchase Program On December 17, 2025, the board of directors (the "Board") of Inland Real Estate Income Trust, Inc. (the "Company") authorized and approved the Sixth Amended and Restated Share Repurchase Program (the "Sixth SRP"). Under the Sixth SRP, if shares are repurchased, repurchases for death or qualifying disability ("Exceptional Repurchases") will be repurchased at a price equal to 100% of the Share Price (as defined in the Sixth SRP) and repurchases from stockholders who have owned shares for at least one year ("Ordinary Repurchases") will be repurchased at a price equal to 80% of the Share Price. Based on the Company's estimated per share net asset value ("NAV") as of September 30, 2025, under the Sixth SRP Exceptional Repurchases will be repurchased at $16.89 per share (equal to the current NAV) and Ordinary Repurchases will be repurchased at $13.51 per share. The Board will continue to have discretion to determine the amount of repurchases, if any, to be made each quarter based on its evaluation of the Company's business, cash needs and any other requirements of applicable law. The Company will send notice of the Sixth SRP to its stockholders not later than December 31, 2025. The description of the Sixth SRP in this Current Report on Form 8-K is a summary and does not purport to describe the Sixth SRP in its entirety and is qualified in its entirety by the terms of the Sixth SRP attached hereto as Exhibit 4.1 and incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 17, 2025, the Company reconvened its 2025 annual meeting of stockholders. At the annual meeting, the Company's stockholders: (i) elected the two nominees listed below to serve as Class I directors; (ii) ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025; (iii) adopted a non-binding advisory resolution approving the executive compensation for certain named executive officers; and (iv) adopted a non-binding resolution approving the frequency of the "Say on Pay" vote. Both of the Class I directors will serve for a term of three years, until the annual meeting of stockholders held in the third year following the year of their election, and each will continue in office until his or her successor has been duly elected and qualifies, or until his or her earlier death, removal, resignation or retirement. A total of 19,000,556 shares of the Company's common stock were present or represented by proxy at the 2025 Annual Meeting, representing 52.60% of the issued and outstanding shares entitled to vote at the meeting. The voting results for each proposal were as follows: (1) Election of Directors: Class I Director Nominee For Withheld (Against) Broker Non-Votes Gwen Henry 5,113,239 520,459 13,366,858 Bernard J. Michael 5,118,022 515,676 13,366,858 (2) Ratification of the selection of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2025: For Against Abstain 18,384,326 273,091 343,139 (3) Advisory Vote on Executive Compensation: For Against Abstain Broker Non-Votes 4,364,779 825,555 443,364 13,366,858 (4) Advisory Vote on Frequency of Say on Pay Vote: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 4,840,818 102,810 110,969 579,101 13,366,858 No other proposals were submitted to a vote of the stock

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The Company prepared a letter to its stockholders regarding the Company's Sixth SRP. A copy of the letter to stockholders is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Sixth Amended and Restated Share Repurchase Program effective February 1, 2026. 99.1 Form of Letter to Stockholders 104 Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

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. INLAND REAL ESTATE INCOME TRUST, INC. Date: December 22, 2025 By: /s/ Jerry Kyriazis Jerry Kyriazis Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR