JLLIPT Raises $7.5B Across Offerings, Warns of Illiquid Shares

TL;DR

**JLLIPT is a capital-raising machine in private markets, but don't expect an easy exit – liquidity is a major concern for this externally-managed REIT.**

AI Summary

JLL Income Property Trust, Inc. (JLLIPT) is an externally advised, daily valued perpetual life REIT that reported owning interests in 140 properties and 2,440 single-family rental houses across 27 states as of December 31, 2025. The company operates under an UPREIT structure, with its operating partnership, JLLIPT Holdings, LP, having raised aggregate proceeds of $1,097,417 from OP Unit issuances, with JLLIPT owning 71.5% of these units. JLLIPT has raised approximately $4,300,000 in gross proceeds from public offerings of common stock, including $124,200 from its Current Public Offering declared effective on June 6, 2025. Additionally, the company raised $98,188 from its Class N Private Offering and a significant $6,696,000 from its Continuous Private Offering launched on October 7, 2025, which introduced new Class D, I, S, and Z common stock. The DST Program also contributed approximately $2,300,000 in gross proceeds by December 31, 2025, bringing total gross offering proceeds from all programs to approximately $7,583,000. Key risks include the illiquid nature of its common stock, potential for operating losses, and conflicts of interest with its Advisor, LaSalle Investment Management, Inc., whose fees are based on NAV calculation.

Why It Matters

JLL Income Property Trust's significant capital raises, totaling approximately $7.583 billion across various offerings by December 31, 2025, demonstrate strong investor interest in its diversified real estate portfolio. However, the lack of a public trading market for its common stock and the board's ability to modify or suspend share repurchases pose substantial liquidity risks for investors, potentially limiting their exit options and impacting overall returns. The company's reliance on its external advisor, LaSalle Investment Management, Inc., creates potential conflicts of interest, particularly as advisor fees are tied to NAV, which LaSalle is responsible for calculating. This structure could influence investment decisions and impact the competitive landscape for real estate programs advised by LaSalle.

Risk Assessment

Risk Level: high — The risk level is high due to the explicit statement that 'There is no public trading market for shares of our common stock,' meaning liquidity is severely limited to a potentially modifiable share repurchase plan. Furthermore, the company 'has a history of operating losses' and cannot assure sustained profitability, directly impacting investor returns and capital preservation.

Analyst Insight

Investors should approach JLLIPT with caution, prioritizing long-term capital appreciation over short-term liquidity. Due diligence must focus on the underlying real estate portfolio's performance and the Advisor's fee structure, given the inherent conflicts of interest and the absence of a public market for share disposal.

Financial Highlights

debt To Equity

X.X

revenue

$4.3M

operating Margin

X%

total Assets

$X

total Debt

$X

net Income

$X

eps

$X

gross Margin

X%

cash Position

$X

revenue Growth

+X%

Key Numbers

• $7.583B — Total Gross Offering Proceeds (Raised from inception to December 31, 2025, across all public and private offerings and DST Program, indicating significant capital inflow.)
• $6.696B — Continuous Private Offering Proceeds (Raised from the Continuous Private Offering commenced October 7, 2025, highlighting a major recent capital raise.)
• 140 — Properties Owned (Number of properties owned as of December 31, 2025, demonstrating portfolio size.)
• 2,440 — Single-Family Rental Houses (Number of single-family rental houses owned as of December 31, 2025, indicating diversification within residential assets.)
• 71.5% — OP Units Owned by JLLIPT (Percentage of operating partnership units owned by JLLIPT, reflecting its control over the UPREIT structure.)
• 19,721 — Total Stockholders (Number of stockholders as of December 31, 2025, showing broad investor base despite private nature.)
• $126,589 — Value of JLL and Affiliates' Holdings (Current value of Class M-I and Class N shares held by JLL and its affiliates, demonstrating sponsor's investment.)
• June 5, 2026 — Advisory Agreement Expiration (Date the Advisory Agreement with LaSalle expires, subject to renewal, indicating a near-term review point for management.)

Key Players & Entities

• JLL Income Property Trust, Inc. (company) — registrant
• LaSalle Investment Management, Inc. (company) — external advisor
• Jones Lang LaSalle Incorporated (company) — Sponsor and parent of Advisor
• SEC (regulator) — Securities and Exchange Commission
• $1,097,417 (dollar_amount) — aggregate proceeds from OP Units
• $4,300,000 (dollar_amount) — aggregate gross proceeds from public offerings
• $6,696,000 (dollar_amount) — aggregate gross proceeds from Continuous Private Offering
• $7,583,000 (dollar_amount) — total gross offering proceeds from inception to Dec 31, 2025
• June 6, 2025 (date) — effective date of Current Public Offering
• October 7, 2025 (date) — commencement of Continuous Private Offering

FAQ

Risk Factors

• Illiquid Stock [high — financial]: The common stock of JLLIPT is illiquid, with no public trading market. Redemption requests are subject to limitations and the company's discretion, potentially preventing investors from accessing their capital when needed.
• Operating Losses [medium — operational]: The company has experienced operating losses and may continue to do so. This is a significant risk for investors seeking income and capital appreciation.
• Advisor Fee Structure [medium — financial]: The Advisor, LaSalle Investment Management, Inc., earns fees based on the Net Asset Value (NAV) calculation. This creates a potential conflict of interest, as the Advisor may be incentivized to maintain or increase NAV, even if it doesn't align with the best interests of common stockholders.
• Reliance on Debt Financing [medium — financial]: The company's ability to acquire properties and fund operations is dependent on its ability to secure debt financing. Changes in interest rates or credit market conditions could impact its ability to raise capital and increase borrowing costs.
• Real Estate Market Fluctuations [medium — market]: The value of the Company's real estate portfolio is subject to market fluctuations, including changes in rental income, property values, and occupancy rates, which can negatively impact financial performance.

Industry Context

JLL Income Property Trust operates within the diversified REIT sector, which is characterized by its reliance on real estate market conditions, interest rates, and tenant demand across various property types including healthcare, industrial, residential, and retail. The sector is competitive, with numerous public and private REITs vying for acquisitions and investor capital. Trends include a growing demand for industrial and residential properties, while retail faces ongoing challenges. The increasing use of UPREIT structures and continuous public offerings reflects a strategy to attract capital and facilitate property acquisitions.

Regulatory Implications

As a REIT, JLLIPT must adhere to strict IRS regulations to maintain its tax-advantaged status, including distributing at least 90% of its taxable income annually. The company is also subject to SEC regulations regarding public offerings and disclosures. Potential conflicts of interest arising from the external advisor's fee structure based on NAV require careful oversight and transparency to ensure compliance and investor protection.

What Investors Should Do

1. Review Advisory Agreement and Fee Structure
2. Assess Liquidity Constraints
3. Monitor Portfolio Diversification and Performance
4. Evaluate Capital Raising Strategy

Key Dates

• 2004-05-28: Company Incorporation — Marks the legal establishment of JLL Income Property Trust, Inc.
• 2004-12-31: First Election of REIT Status — Indicates the company's intention to operate as a Real Estate Investment Trust for tax purposes.
• 2012-10-01: Initial Public Offering Commenced — Beginning of public offering of common stock, allowing broader investor participation.
• 2025-06-06: Current Public Offering Declared Effective — Launch of the most recent public offering, indicating ongoing capital raising efforts.
• 2025-10-07: Continuous Private Offering Launched — Introduction of new share classes (D, I, S, Z) and a significant capital raise through private placements.
• 2026-06-05: Advisory Agreement Expiration — The current advisory agreement with LaSalle Investment Management, Inc. is set to expire, subject to renewal, representing a key review point for the company's management structure.

Glossary

REIT

Real Estate Investment Trust. A company that owns, operates, or finances income-producing real estate. (JLLIPT aims to qualify and operate as a REIT for federal income tax purposes.)

UPREIT

Umbrella Partnership Real Estate Investment Trust. A structure where a REIT owns a controlling interest in an operating partnership, which in turn owns the real estate assets. (JLLIPT utilizes this structure, allowing property owners to contribute assets for OP Units and defer taxable gains.)

OP Units

Operating Partnership Units. Limited partnership interests in the REIT's operating partnership, often exchangeable for REIT shares. (These units are issued to property owners contributing assets and represent a significant portion of the operating partnership's ownership.)

Perpetual Life REIT

A REIT that does not have a fixed expiration date for its existence. (JLLIPT is structured as a perpetual life REIT, implying long-term operations.)

Daily Valued

Refers to a REIT where the Net Asset Value (NAV) per share is calculated and updated on a daily basis. (This allows for daily subscriptions and redemptions, though subject to limitations.)

NAV

Net Asset Value. The market value of a company's assets minus its liabilities. (The NAV is crucial for daily valuation and is the basis for the Advisor's fees, creating a potential conflict of interest.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and new risks, is not available in the provided text excerpt. The filing details the company's structure, capital raises, and risk factors as of December 31, 2025, but lacks year-over-year comparative data.

Key Financial Figures

• $0.01 — le of each class Class A Common Stock, $0.01 par value Class M Common Stock, $0.01
• $1,097,417 — P Units in our operating partnership of $1,097,417, and owned directly or indirectly 71.5%
• $1,500,000 — the "Current Public Offering") of up to $1,500,000 in any combination of shares of our Cla
• $4,300,000 — n our public offerings of approximately $4,300,000, with approximately $124,200 raised in
• $124,200 — ximately $4,300,000, with approximately $124,200 raised in the Current Public Offering.
• $350,000 — ation D promulgated thereunder of up to $350,000 in shares of our Class N (formerly Clas
• $98,188 — have raised aggregate gross proceeds of $98,188 in the Class N Private Offering. On Oc
• $6,696,000 — have raised aggregate gross proceeds of $6,696,000 in the Continuous Private Offering. In
• $3,000,000 — d an increase to raise up to a total of $3,000,000 in private placements exempt from regis
• $2,300,000 — 31, 2025, we have raised approximately $2,300,000 of aggregate gross proceeds from our DS
• $7,583,000 — 1, 2025, we have received approximately $7,583,000 in gross offering proceeds from various
• $126,589 — d have a current value of approximately $126,589. INVESTMENT OBJECTIVES AND STRATEGY

Filing Documents

• jllipt-20251231.htm (10-K) — 4668KB
• exhibit41sharerepurchasepl.htm (EX-4.1) — 44KB
• exhibit43-descriptionofthe.htm (EX-4.3) — 89KB
• exhibit1013-jlliptxtenthar.htm (EX-10.13) — 48KB
• exhibit1014jllipt-deferred.htm (EX-10.14) — 16KB
• exhibit191-jlliptinsidertr.htm (EX-19.1) — 90KB
• exhibit211-subsidiarylisti.htm (EX-21.1) — 174KB
• exhibit311123125.htm (EX-31.1) — 9KB
• exhibit312123125.htm (EX-31.2) — 9KB
• exhibit321123125.htm (EX-32.1) — 4KB
• exhibit322123125.htm (EX-32.2) — 5KB
• exhibit991-madisonnyccorer.htm (EX-99.1) — 166KB
• image.jpg (GRAPHIC) — 16KB
• jllipt-20251231_g1.jpg (GRAPHIC) — 60KB
• jllipt-20251231_g2.jpg (GRAPHIC) — 29KB
• jllipt-20251231_g3.jpg (GRAPHIC) — 26KB
• jllipt-20251231_g4.jpg (GRAPHIC) — 25KB
• jllipt-20251231_g5.jpg (GRAPHIC) — 124KB
• jllipt-20251231_g6.jpg (GRAPHIC) — 56KB
• jllipt-20251231_g7.jpg (GRAPHIC) — 52KB
• 0001314152-26-000030.txt ( ) — 23998KB
• jllipt-20251231.xsd (EX-101.SCH) — 111KB
• jllipt-20251231_cal.xml (EX-101.CAL) — 90KB
• jllipt-20251231_def.xml (EX-101.DEF) — 1008KB
• jllipt-20251231_lab.xml (EX-101.LAB) — 1123KB
• jllipt-20251231_pre.xml (EX-101.PRE) — 1190KB
• jllipt-20251231_htm.xml (XML) — 3904KB

Risk Factors

Item 1A. Risk Factors 10

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 43

Cybersecurity

Item 1C. Cybersecurity 44

Properties

Item 2. Properties 46

Legal Proceedings

Item 3. Legal Proceedings 46

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 46 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 46

Reserved

Item 6. Reserved 52

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 53

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 75

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 75

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 75

Controls and Procedures

Item 9A. Controls and Procedures 75

Other Information

Item 9B. Other Information 76

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 76 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 76

Executive Compensation

Item 11. Executive Compensation 76

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 76

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 76

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 76 PART IV

Exhibits, Financial Statement Schedule

Item 15. Exhibits, Financial Statement Schedule 76

Form 10-K Summary

Item 16. Form 10-K Summary 79 1 Cautionary Note Regarding Forward-Looking Statements This Form 10-K may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding, among other things, our plans, strategies and prospects, both business and financial. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments. Forward-looking statements can be identified by the use of forward-looking terminology such as, but not limited to, "may," "should," "expect," "anticipate," "estimate," "would be," "believe," or "continue" or the negative or other variations of comparable terminology. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-K is filed with the Securities and Exchange Commission ("SEC"). Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in this Form 10-K. Important factors that could cause actual results to differ materially from the forward-looking statements are disclosed in "Item 1A. Risk Factors," "Item 1. Business" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation

Business

Item 1. Business. GENERAL Except where the context suggests otherwise, the terms "we," "us," "our" and the "Company" refer to JLL Income Property Trust, Inc. The terms "Advisor" and "LaSalle" refer to LaSalle Investment Management, Inc. JLL Income Property Trust, Inc. is an externally advised, daily valued perpetual life REIT that owns and manages a diversified portfolio of healthcare, industrial, residential, retail and other properties and real estate-related assets located in the United States. Over time, our real estate portfolio may be further diversified through the acquisition of properties and real estate-related assets outside of the United States. We were incorporated on May 28, 2004 under the laws of the State of Maryland. We believe that we have operated in such a manner to qualify to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 2004, when we first elected REIT status. As of December 31, 2025, we owned interests in a total of 140 properties and 2,440 single-family rental houses located in 27 states. We own substantially all of our assets through JLLIPT Holdings, LP, a Delaware limited partnership (our "operating partnership"), of which we are a limited partner. JLLIPT Holdings GP, LLC, our wholly owned subsidiary, is the sole general partner. The use of our operating partnership to hold substantially all of our assets is referred to as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). By using an UPREIT structure, a property owner who desires to defer taxable gain on the disposition of his or her property may transfer the property to our operating partnership in exchange for limited partnership interests in the operating partnership ("OP Units") and defer taxation of gain until the OP Units are disposed of in a taxable transaction. As of December 31, 2025, we raised aggregate proceeds from the issuance of OP Units in our operating partnership of $1,097,417, and owned directly o

View Full Filing

View this 10-K filing on SEC EDGAR