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

Date of Report (Date of earliest event reported): January 8, 2021

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><br><br>of Incorporation)	(Commission<br><br><br>File Number)	(IRS Employer<br><br><br>Identification No.)

2901 Butterfield Road

Oak Brook, Illinois 60523

(Address of Principal Executive Offices)

(630) 218-8000

(Registrant’s Telephone Number, Including Area Code)

N/A

(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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 7.01	Regulation FD Disclosure.

Furnished as Exhibit 99.1 to this Current Report and incorporated by reference in this Item 7.01 is the text of a letter dated January 8, 2021, from Inland Real Estate Income Trust, Inc. (“we” or the “Company”) to the Company’s stockholders.

Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information contained in this Item 7.01, including Exhibit 99.1 and the information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such act, nor shall any of such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.  By furnishing the information contained in this Item 7.01 disclosure, including Exhibit 99.1, the Company makes no admission as to the materiality of such information.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit<br>Number	Description
99.1	Letter to Stockholders dated January 8, 2021

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 “hope,“ 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, the COVID-19 pandemic, competition from internet retailers, unforeseen events affecting the real estate industry or particular markets, and other factors detailed under Risk Factors in our most recent Form 10-K as of December 31, 2019 filed on March 18, 2020 and subsequent Form 10-Qs on file with the SEC and available online through www.sec.gov or our website at https://inland-investments.com/inland-income-trust/sec-filings. 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.

	INLAND REAL ESTATE INCOME TRUST, INC.
Date: January 8, 2021	By:	/s/ Mitchell A. Sabshon
	Name:	Mitchell A. Sabshon
	Title	President and Chief Executive Officer

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Exhibit 99.1

January 8, 2021

Dear Fellow Stockholder:

With a second wave of COVID-19 cases surging world-wide, the availability of viable vaccines provides hope that a return to normalcy may be possible. However, the pandemic has pushed retail into a transformation that is expected to be one of the most impactful and long-lasting effects on commercial real estate. E-commerce is thriving as COVID-19 accelerated the evolution to online shopping – a shift that was already taking place before the pandemic began. Smaller, local businesses and retailers that provide in-store experiences, many of which were doing well pre-pandemic, are now suffering due to mandated lockdowns and stimulus delays in Washington.

Retail sales are up 4.1 percent from the same time last year, with spending at online retailers up more than 29 percent.^1^ While online retailers are performing at record levels, a significant number of brick-and-mortar retailers and restaurants find themselves at the other end of the spectrum. Approximately 17 percent of the country’s restaurants have been permanently shuttered^2^, more than 8,400 American retailers have announced closures^3^, and dozens of recognizable brands have filed for bankruptcy^4^ this year. The short-term pain is inevitable, and it may be a signal that consumer recovery is stalling as the pandemic worsens in the United States.

Notwithstanding these severe circumstances, as of September 30, 2020, Inland Real Estate Income Trust’s (“Inland Income Trust,” “we” or the “Company”) economic occupancy remains strong at 93.8 percent. Although all tenants of the Company have been impacted differently by the government shutdowns enacted to help mitigate the spread of the virus, 91 percent of rents were collected in November, slightly higher than the national retail rent collection average of 89 percent^5^. Our grocery and other necessity-based tenants are generally performing well – not surprising given the historic resiliency of grocery stores during economic downturns. With COVID-19 cases surging, we continue to evaluate the financial positions of our tenants and their ability to pay rent during these rapidly changing and challenging times, trying to accommodate the short-term needs of struggling tenants when necessary.

The Company implemented several measures to preserve cash and have funds available to meet our mortgage and other operating obligations. As you know, distributions, the distribution reinvestment plan, and the share repurchase program were suspended at the onset of the pandemic. We were also able to defer some capital expenditures, helping to stabilize net operating income. As stewards of investors’ capital, I am pleased with the various defensive actions our REIT’s management team has taken to safeguard the Company’s portfolio.

We believe that, post-pandemic, retail real estate fundamentals will improve significantly and that attractive acquisition and redevelopment opportunities will exist. For more information, please visit inland-investments.com/inlandincometrust, contact your financial professional or call our Investor Services team at 800-826-8228.

Sincerely,

INLAND REAL ESTATE INCOME TRUST, INC.

Mitchell Sabshon

President and Chief Executive Officer

Enclosure

cc:  Trustee, Broker Dealer, Financial Advisor

1 CNN. Bad news for holiday shopping: Retail sales dropped in November. December 16, 2020.

2 CNN. 10,000 of America’s restaurants have closed in the past three months. December 9, 2020.

3 CNN. The 30 retailers and restaurant chains that filed for bankruptcy in 2020. December 13, 2020.

4 WSJ. A Reckoning Looms for Commercial Real Estate – and Its Lenders. December 14, 2020.

5 The Real Deal. Retail rent collections hit 89% in October. November 9, 2020.

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.

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 "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 the acquisition of any property, general economic conditions, unforeseen events affecting the real estate industry or particular markets, and other factors detailed under Risk Factors in  our most recent Form 10-K for the year ended December 31, 2019 filed on March 18, 2020 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.

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