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

Inland Real Estate Income Trust, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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.

Distribution to Stockholders of Record as of September 30, 2023

The board of directors (the “Board”) of the Company has authorized a distribution on the Company’s common stock in the amount of $0.135600 per share to stockholders of record of the Company as of September 30, 2023, that the Company expects to pay on or about October 6, 2023. The distribution will be paid in cash or reinvested in shares of the Company’s common stock for stockholders participating in the Company’s distribution reinvestment plan.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K 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 increasing interest rates, the effects of the COVID-19 pandemic and measures taken to combat it, 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, 2022, filed on March 23, 2023 and subsequent quarterly reports on Form 10-Q. 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 Current Report on Form 8-K.

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.

EX-99.1

Exhibit 99.1

July 11, 2023

Dear Fellow Stockholder:

The Inland Real Estate Income Trust, Inc. (Inland Income Trust, the Company, or the REIT) portfolio continues to perform well. On or around July 7, 2023, a second quarter 2023 distribution in the amount of $0.1356 per share was paid to stockholders of record as of the close of business on June 30, 2023.

Despite challenges in the broader market, we have maintained our asset management focus of growing net operating income and controlling expenses. As of March 31, 2023, Inland Income Trust owned 52 retail properties totaling approximately 7.2 million square feet located across the country. Our economic occupancy was 93.5 percent as of March 31, 2023, demonstrating the resilience and stability of our primarily grocery-anchored properties throughout various market cycles.

While the bankruptcy of Bed, Bath & Beyond, Inc. and subsequent store closures is an unfortunate turn of events, our team has been in close contact with the tenant regarding their four leased locations within our portfolio. Ahead of the tenant filing bankruptcy, we chose to proactively terminate two of these leases to potentially accommodate other interested retailers. I am pleased to share the news that we have letters of intent on two locations, with the average first year negotiated rent increased by approximately 70 percent, and have entered lease negotiations for the remaining two locations.

U.S. consumers spent a seasonally adjusted 0.3 percent more in May at retail stores, restaurants and online, following April’s strong advance. That growth reflected robust hiring and rising wages that increased incomes in recent months, a sign of resilience in the face of economic challenges such as high inflation and interest rates.1

The International Council of Shopping Centers (ICSC) recently held its annual conference in Las Vegas, drawing more than 24,000 registrants focused, one way or another, on retail real estate. Our team was well represented at the event and held meetings with current and prospective tenants to discuss, among other things, the space-constrained retail real estate market. With new retail construction at a standstill, landlords have the upper hand and, as a result, retail rents are on the rise.2

It is important to note that we continue to analyze the market for a potential liquidity event; however, with high interest rates negatively impacting property values, the market environment is not attractive at this time for a strategic transaction.

We appreciate your continued trust and confidence in our asset management experience. For further information or if you have questions, please contact your financial professional or call our Investor Services team at (800) 826-8228. Thank you for your investment in Inland Income Trust.

Sincerely,

INLAND REAL ESTATE INCOME TRUST, INC.

Mitchell Sabshon

President and Chief Executive Officer

Enclosure

cc: Trustee, Broker Dealer, Financial Advisor

1 WSJ. Spring Spending Surge Pushes Growth Despite Rising Rates. June 16, 2023.

2 Chain Store Age. ICSC LAS VEGAS REPORT_ It’s a landlord’s market. May 31, 2023.

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, the effects of the COVID-19 pandemic and measures taken to combat it, 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, 2022 filed on March 23, 2023 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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