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false0001314152333 West Wacker DriveChicagoIL312897-400000013141522025-09-262025-09-26
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) September 26, 2025
JLL Income Property Trust, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | | | | | | | |
| Maryland | | 000-51948 | | 20-1432284 | |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS employer
Identification No.) | |
| | | | | |
333 West Wacker Drive, Chicago, IL | | 60606 | | |
| (Address of principal executive offices) | | (Zip Code) | | |
| | | | |
Registrant’s telephone number, including area code: (312) 897-4000 |
|
|
| N/A |
| (Former name or former address, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act: None
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))
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 8.01 Other Events.
Fourth Amended and Restated Distribution Reinvestment Plan
On September 26, 2025, JLL Income Property Trust, Inc., a Maryland corporation (the “Company”), announced that the Company amended and restated its distribution reinvestment plan (the “DRIP”), effective October 7, 2025, to reflect that participation in the DRIP by holders of operating partnership units of JLLIPT Holdings LP, the Company’s operating partnership, is elective and not automatic and other administrative updates. The foregoing description of the DRIP does not purport to be complete and is qualified in its entirety by reference to the DRIP, a copy of which is included as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit Number | Description |
| Fourth Amended and Restated Distribution Reinvestment Plan, effective October 7, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | | | | | | | | | | |
| JLL INCOME PROPERTY TRUST, INC. |
| | |
| By: | /s/ Gregory A. Falk | | |
| | Name: Gregory A. Falk | | |
| | Title: Chief Financial Officer and Treasurer | | |
Date: September 26, 2025
EXHIBIT INDEX
| | | | | |
| Exhibit Number | Description |
| 4.1 | Fourth Amended and Restated Distribution Reinvestment Plan, effective October 7, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |