8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): September 18, 2024

Inland Real Estate Income Trust, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland	000-55146	45-3079597
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
2901 Butterfield Road
Oak Brook, Illinois		60523
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: (630) 218-8000
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N/A
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(Former Name or Former Address, if Changed Since Last Report)

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:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 8.01 Other Events.

On September 18, 2024, Inland Real Estate Income Trust, Inc. (the “Company”) issued a press release announcing that its board of directors has initiated a process to review strategic alternatives including the sale of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. As previously disclosed, the Company has been focused on a strategic plan that has centered around owning a portfolio of grocery-anchored properties with lower exposure to big box retailers and the listing, among other things, of the Company’s common stock on a national securities exchange. The Company intends to engage a financial advisor to assist in the strategic review. There can be no assurance that the strategic review will result in a transaction. The Company does not intend to discuss or disclose developments with respect to the process unless and until otherwise determined that further disclosure is appropriate or required by regulation or law. No formalized timetable has been established for completing the strategic review.

In connection with the strategic review, on September 18, 2024, the Company sent a letter to its stockholders announcing that the Company has suspended its distribution reinvestment plan and share repurchase program. A copy of the letter to stockholders is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
99.1	Press Release dated September 18, 2024
99.2	Letter to Stockholders dated September 18, 2024

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:	September 18, 2024	By:	/s/ Catherine L. Lynch
			Catherine L. Lynch, Chief Financial Officer

EX-99.1

Exhibit 99.1

News Release

2901 Butterfield Road Oak Brook, Ill. 60523

www.inland-investments.com

FOR IMMEDIATE RELEASE

DATE: September 18, 2024

CONTACT: Nicole Spreck, Inland Communications

(630) 586-4896 nicole.spreck@inlandgroup.com

Inland Real Estate Income Trust, Inc. to Review Strategic Alternatives

Oak Brook, Ill. – Inland Real Estate Income Trust, Inc. (the “Company”), a publicly registered, non-traded real estate investment trust, announced today that the board of directors has initiated a process to review strategic alternatives, including the sale of the Company. As previously disclosed, the Company has been focused on a strategic plan that has centered around owning a portfolio of grocery-anchored properties with lower exposure to big box retailers and the listing, among other things, of the Company’s common stock on a national securities exchange. The Company intends to engage a financial advisor to assist in the strategic review. There can be no assurance that the strategic review will result in a transaction. The Company does not intend to discuss or disclose developments with respect to the process unless and until otherwise determined that further disclosure is appropriate or required by regulation or law. No formalized timetable has been established for completing the strategic review.

In connection with the strategic review, the Company announced in a letter to its stockholders that the Company has suspended its Distribution Reinvestment Plan and Share Repurchase Program during the evaluation of the strategic alternatives.

About Inland Real Estate Income Trust, Inc.

Inland Real Estate Income Trust, Inc. was formed to acquire, directly or indirectly, a portfolio of commercial real estate located throughout the United States with a focus specifically on grocery-anchored retail assets. Inland Real Estate Income Trust, Inc. was sponsored by Inland Real Estate Investment Corporation. For more information, please visit www.inland-investments.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements,” which are not historical facts, within the meaning of the Private Securities Litigation Reform Act of 1995. The statements may be identified by terminology such as “may,” “can,” “would,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “seek,” “appear,” or “believe.” Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the uncertainties related to general economic conditions such as persistently high inflation and high interest rates, competition from internet retailers with our tenants for sales revenue, unforeseen events affecting the commercial real estate industry, retail real estate, or particular markets, and other factors detailed under Risk Factors in our most recent annual report on Form 10-K as of December 31, 2023, filed on March 13, 2024 and subsequent reports on Form 10-Q filed with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. You should exercise caution when considering forward-looking statements and not place undue reliance on them. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Except as required by federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this press release.

EX-99.2

Exhibit 99.2

September 18, 2024

Dear Fellow Stockholder:

The Board of Directors (the “Board”) of Inland Real Estate Income Trust, Inc. (“Inland Income Trust” or the “Company”) announced that it has initiated a process to review strategic alternatives, including the sale of the Company. As previously disclosed, the Company has been focused on a strategic plan centered around owning a portfolio of grocery-anchored properties with lower exposure to big box retailers and the listing of the Company’s common stock on a national securities exchange. In connection with the strategic review, the Board has suspended both the Distribution Reinvestment Plan or “DRP” and the Share Repurchase Program or “SRP” pursuant to the authority granted to the Board under each plan. This letter is the written notification being provided to all stockholders pursuant to Section 12(a) of the SRP. The suspension of both the DRP and the SRP will take effect October 1, 2024. During the suspension, stockholders participating in the DRP will not be permitted to reinvest distributions paid by the Company in additional shares. Likewise, as a result of the strategic review and in accordance with the terms of the SRP, the Company will not repurchase shares under the SRP. Any existing unfulfilled repurchase requests will automatically roll over for processing under the terms and conditions of the SRP if the Company restarts the plan, unless a stockholder withdraws the request for repurchase. Any prior reinvested distributions or redeemed shares will not be impacted.

Thank you for your investment in Inland Income Trust. If you have any questions regarding your investment in Inland Income Trust, please contact your financial professional or our Investor Services team at 866-My-Inland (866-694-6526).

Sincerely,

INLAND REAL ESTATE INCOME TRUST, INC.

Mark Zalatoris

President and Chief Executive Officer

Cautionary Note Regarding Forward-Looking Statements

This letter contains "forward-looking statements" made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The statements may be identified by terminology such as "potential”, “may", “can”, "would", “will”, "expect", "intend", "estimate", "anticipate", "plan", "seek", "appear”, or "believe". Such statements reflect the current view of Inland Income Trust with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the uncertainties related to general economic, stock market and commercial real estate market conditions, competition with our tenants from internet businesses, unforeseen events affecting the commercial real estate industry, retail real estate, or particular markets, and other factors detailed under Risk Factors in our most recent Form 10-K for the year ended December 31, 2023 filed on March 13, 2024 and subsequent reports on Form 10-Q filed with the Securities and Exchange Commission.

Although Inland Income Trust believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. You should exercise caution when considering forward-looking statements and not place undue reliance on them. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Except as required by federal securities laws, Inland Income Trust undertakes no obligation to publicly update or revise any written or oral forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this letter. All subsequent written and oral forward-looking statements attributable to Inland Income Trust or persons acting on its behalf are expressly qualified in their entirety by the applicable cautionary statements.

Trademarks

The Inland name and logo are registered trademarks being used under license. Inland refers to some or all of the entities that are part of The Inland Real Estate Group of Companies, Inc., one of the nation’s largest commercial real estate and finance groups, which is comprised of independent legal entities, some of which may be affiliates, share some common ownership or have been sponsored and managed by such entities or subsidiaries thereof. Inland has been creating, developing and supporting real estate-related companies for more than 50 years.

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