8-K

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

Hines Global Income Trust, Inc.

__________________________________

(Exact name of registrant as specified in its charter)

Commission file number: 000-55599

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:

☐ 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: None.

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. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 30, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected each of the seven nominees listed below to serve as directors for a one year term ending on the date of the 2026 annual meeting of stockholders, provided that each director will continue in office until their successor has been duly elected and qualifies, or until the earlier of their death, removal, resignation or retirement, and (2) ratified the selection of Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively “Deloitte & Touche”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

The voting results for each of the seven persons nominated to serve as directors are as follows:

In addition to the voting described above, there were 64,027,788 broker non-votes with respect to the election of the seven persons nominated to serve as directors. Broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a broker holding shares of the Company’s common stock for a beneficial owner is present at the meeting, in person or by proxy, and entitled to vote, but does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. A broker non-vote is not an indication of how the beneficial owner would have voted; it simply means that the beneficial owner did not instruct the broker as to how to vote his or her shares.

With respect to the proposal to ratify the selection of Deloitte & Touche as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, stockholders holding 144,062,780 shares voted in favor of the proposal, stockholders holding 1,632,737 shares voted against the proposal and stockholders holding 8,806,115 shares abstained from voting on the proposal. There were no broker non-votes with respect to this proposal because the brokers had discretionary voting power with respect to this proposal.

Item 7.01 Regulation FD Disclosure.

Omar Thowfeek, Hines Global Income Trust Inc.'s (the “Company”) Chief Operating Officer, made a presentation at the Company’s annual meeting of stockholders on September 30, 2025. The Company is making such presentation available to stockholders by furnishing the presentation as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit furnished herewith, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Statements in this Current Report on Form 8-K, and the exhibit furnished herewith, including but not limited to intentions, beliefs, expectations or projections relating to items such as the timing of payment of distributions and the Company’s strategic priorities are forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Such statements are based on current expectations and assumptions with respect to, among other things, future economic, competitive and market conditions and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as updated by the Company’s other filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on any forward-looking statements.

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.

hgit2025shareholderprese

Hines Global Income Trust 2 0 2 5 A N N U A L M E E T I N G O F S T O C K H O L D E R S O M A R T H O W F E E K , C H I E F O P E R A T I N G O F F I C E R Confidential and proprietary

$5.18B Gross Asset Value1 28% Leverage Ratio1 $2.82B Net Asset Value1 50 Investments1,2 163 Buildings1 96% Leased3 2025 ANNUAL MEETING OF STOCKHOLDERS Portfolio Snapshot United States 70% International 30% Investment Locations1 Industrial 36% Residential/Living 28% Office 13% Retail 14% Other 9% Property Types1,4 1 Past performance cannot guarantee future results. Diversification does not guarantee a profit or eliminate the risk of loss. 1. As of August 31, 2025. Property values were determined based on the estimated value of each real estate investment, which are consistent with the values used to determine the net asset value per share of Hines Global on that date. Hines Global’s portfolio includes, from time to time, certain properties that are part of Hines Global’s DST Program. See Hines Global’s prospectus for more information. 2. The percentage leased and square footage are based on data as of June 30, 2025 but reflect the effect of the acquisition of Montrose Collective in July 2025. 3. “Other” property type includes a self-storage portfolio, data center, call center, medical office, media production studios and mixed-use properties as of August 31, 2025.

2025 ANNUAL MEETING OF STOCKHOLDERS Performance Update1 (as of August 31, 2025) 2 Diversification across strategic product types and geographies Investing worldwide for diversification, income and growth Income-driven vehicle with total return upside potential through value generation at the property levelClass I Share Tax Equivalent Distribution Rate4 Class I Share Current Gross Annualized Distribution Rate3 6.38% 10.13% Class I Share Inception-To- Date Total Return2 4.19% 6.44% Class I Share 1-Year Total Return2 1. Data as of August 31, 2025. Past performance does not guarantee future results. Diversification does not guarantee a profit or eliminate the risk of loss. 2. The inception date for Class I, Class D, Class S and Class T shares is December 6, 2017. Total return for Class I shares assumes reinvestment of distributions. Class I shares, and Class D shares are sold without an up-front sales load. Class T shares and Class S shares are subject to the maximum up-front selling commission and dealer manager fees, which total 3.5% for both share classes. The 1-year total returns for Class D, S, S (with sales load), T and T (with sales load) are 3.93%, 3.31%, (0.27%), 3.16%, and (0.42%), respectively. Please go to www.hinesglobalincometrust.com/performance for the 3-year, 5-year, and inception-to-date (“ITD”) returns of Hines Global’s other share classes. Individual stockholder returns will vary. The total returns shown reflect the percent change in the NAV per share from the beginning of the applicable period, plus the amount of any distributions per share declared during the period. The total returns shown are calculated assuming reinvestment of distributions pursuant to Hines Global’s distribution reinvestment plan (“DRP”), are derived from unaudited financial information, and are net of all Hines Global expenses, including general and administrative expenses, transaction related expenses, management fees, the performance participation allocation, and share class specific fees, but exclude the impact of early redemption deductions on the redemption of shares that have been outstanding for less than one year. Total returns would be lower if calculated assuming that distributions were not reinvested. The returns have been prepared using unaudited data and valuations of the underlying investments in Hines Global’s portfolio, which are estimates of fair value and form the basis for Hines Global’s NAV per share. Valuations based upon unaudited reports from the underlying investments may be subject to later adjustments, may not correspond to realized value and may not accurately reflect the price at which assets could be liquidated. Returns are non-inclusive of any potential tax implications. 3. Distribution rate for Class I shares as of August 31, 2025. This distribution rate is calculated as a percentage of NAV and assumes the gross distribution rate declared in August 2025 is maintained for one year. The rate is calculated as the gross annualized distribution rate less annualized distribution and stockholder servicing fees payable, as applicable. The amount of distribution and stockholder servicing fees payable is expected to vary each month and the rate for a particular stockholder will vary. Class I shares are sold without a distribution and stockholder servicing fee. The availability and timing of distributions Hines Global may pay is uncertain and cannot be assured. Distributions have exceeded earnings. If Hines Global pays distributions from sources other than cash flow from operations, Hines Global will have less funds available for the acquisition of properties, and stockholders’ overall return may be reduced. For the six months ended June 30, 2025, Hines Global funded 54% of distributions declared for those periods using proceeds from the issuance of shares pursuant to its DRP, and funded 25% using cash flows from sources other than operating activities, which may include cash flows from investing activities, such as proceeds from the sale of assets or cash flows from financing activities, such as proceeds from debt financings. The remaining balance of the distributions declared during those periods were funded with cash flows from operating activities. Distributions generally are automatically reinvested pursuant to Hines Global’s DRP unless an investor opts out. However, automatic reinvestment is not permitted in certain states or by certain broker dealers. See the prospectus for details. 4. The tax equivalent distribution rate measures what an investor would have to earn on a fully taxable investment to match the after-tax distribution generated when a portion of Hines Global's distribution represents a return of capital ("ROC"). ROC is that portion of a distribution that is not taxed in the current year, but instead reduces the cost basis for the shares. This means that rather than paying taxes on that portion of the distribution at the investor's ordinary tax rate for the current year, the investor pay taxes at the capital gains rate when the investor sells the shares. The tax benefit of ROC may be temporary and could result in the recognition of additional gain, or of smaller tax loss, upon a later disposition of the shares. Assumes a 100% return of capital, 37% U.S. Federal tax bracket, and does not take into consideration the impact of state and local taxes. The portion of distributions characterized as a ROC will vary from year to year, such that the tax equivalent distribution rate may be closer to or the same as the net annualized distribution rate. For the year ended December 31, 2024, 100% of Hines Global's distributions were characterized as a ROC. Additionally, the rate does not reflect the impact of owning shares in a qualified account where 100% of distributions would be tax deferred. The tax equivalent distribution rate presented is a hypothetical illustration provided for informational purposes only. The actual tax equivalent distribution rate will vary by investor based on the investor's federal income tax rate and other factors. This is not intended as tax advice. Investors should consult their own tax advisors regarding their individualized tax equivalent distribution rate.

2025 ANNUAL MEETING OF STOCKHOLDERS Portfolio Update 3 • Increased GAV by approximately 22% over last 12 months 4 • Raised $1.1 billion of equity through DST program since inception • Continue to review opportunities globally on risk-adjusted basis • Satisfied 100% of eligible redemption requests since inception • Consistently paid distributions to shareholders • Refinanced $1.0+ billion debt; no significant near-term debt maturities Over last 12 months 1 • Executed 650k+ SF of new and renewal leasing • Increased WALT 2 from 4.8 to 5.7 years and same-store NOI by 4.0% 3 • Maintained average 96% occupancy • Sold Maintal Logistics for €191.5M (acquisition price €39.1M) • Delivered ~300k SF build-to-suits at ABC Westland, Fresh Park Venlo • Madrid Logistics vertical construction completion expected Q4-25 Navigating Headwinds Resilient Portfolio Deploying Capital Adding Hines Alpha 5 1. Ended June 30, 2025 2. Weighted Average Lease Term 3. Same-store NOI change represents the quarter ended June 30, 2025 as compared to the quarter ended June 30, 2024 4. Represents Gross Asset Value of $4.257M at August 31, 2024 and $5.182M at August 31, 2025 5. Hines Interests Limited Partnership (“Hines”) is the sponsor of Hines Global. "Alpha" is used to measure the ability of an investment manager to select and efficiently manage superior assets. Alpha is calculated as the difference in unlevered internal rate of return (“IRR”) over the hold period to the Hines asset and the benchmark unlevered IRR of the same market and property type over the exact same hold period.