☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2026
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER: 000-55146
Inland Real Estate Income Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland
45-3079597
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer 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
Former name, former address and former fiscal year, if changed since last report: Not Applicable
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of May 5, 2026, there were 36,068,727 shares of the registrant’s common stock, $.001 par value, outstanding.
(Dollar amounts in thousands, except per share amounts)
March 31, 2026 (unaudited)
December 31, 2025
ASSETS
Assets:
Investment properties held and used:
Land
$
330,456
$
330,456
Building and other improvements
1,248,020
1,245,978
Total
1,578,476
1,576,434
Less accumulated depreciation
(447,848
)
(435,242
)
Net investment properties held and used
1,130,628
1,141,192
Cash and cash equivalents
9,224
7,951
Restricted cash
412
468
Accounts and rent receivable
27,032
26,845
Acquired lease intangible assets, net
37,416
39,355
Operating lease right-of-use asset, net
12,903
12,992
Other assets
21,265
19,125
Total assets
$
1,238,880
$
1,247,928
LIABILITIES AND EQUITY
Liabilities:
Mortgages and credit facility payable, net
$
836,075
$
837,475
Accounts payable and accrued expenses
10,285
10,641
Operating lease liability
25,679
25,598
Distributions payable
4,899
4,899
Acquired intangible liabilities, net
30,044
30,761
Due to related parties
2,927
2,700
Other liabilities
8,968
10,496
Total liabilities
918,877
922,570
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $.001 par value, 40,000,000 shares authorized, none outstanding
—
—
Common stock, $.001 par value, 1,460,000,000 shares authorized, 36,110,108 shares issued and outstanding as of March 31, 2026 and December 31, 2025
36
36
Additional paid in capital
816,317
816,279
Accumulated distributions and net loss
(505,213
)
(498,065
)
Accumulated other comprehensive income
8,863
7,108
Total stockholders’ equity
320,003
325,358
Total liabilities and stockholders’ equity
$
1,238,880
$
1,247,928
See accompanying notes to consolidated financial statements.
3
INLAND REAL ESTATE INCOME TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited, dollar amounts in thousands, except per share amounts)
Three Months Ended March 31,
2026
2025
Income:
Rental income
$
38,733
$
38,756
Other property income
177
49
Total income
38,910
38,805
Expenses:
Property operating expenses
8,647
8,584
Real estate tax expense
4,711
4,504
General and administrative expenses
1,324
1,924
Business management fee
2,327
2,242
Depreciation and amortization
14,294
14,465
Total expenses
31,303
31,719
Other Income (Expense):
Interest expense
(9,894
)
(9,727
)
Interest and other income
38
40
Net loss
$
(2,249
)
$
(2,601
)
Net loss per common share, basic and diluted
$
(0.06
)
$
(0.07
)
Weighted average number of common shares outstanding, basic and diluted
36,110,108
36,104,130
Comprehensive loss:
Net loss
$
(2,249
)
$
(2,601
)
Unrealized gain (loss) on derivatives
3,676
(2,497
)
Reclassification adjustment for amounts included in net loss
(1,921
)
(2,900
)
Comprehensive loss
$
(494
)
$
(7,998
)
See accompanying notes to consolidated financial statements.
4
INLAND REAL ESTATE INCOME TRUST, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited, dollar amounts in thousands, except per share amounts)
For the Three Months Ended March 31, 2026
Number of Shares
Common Stock
Additional Paid in Capital
Accumulated Distributions and Net Loss
Accumulated Other Comprehensive Income
Total
Balance at December 31, 2025
36,110,108
$
36
$
816,279
$
(498,065
)
$
7,108
$
325,358
Distributions declared ($0.135600 per share)
—
—
—
(4,899
)
—
(4,899
)
Unrealized gain on derivatives
—
—
—
—
3,676
3,676
Reclassification adjustment for amounts included in net loss
—
—
—
—
(1,921
)
(1,921
)
Equity-based compensation
—
—
38
—
—
38
Net loss
—
—
—
(2,249
)
—
(2,249
)
Balance at March 31, 2026
36,110,108
$
36
$
816,317
$
(505,213
)
$
8,863
$
320,003
For the Three Months Ended March 31, 2025
Number of Shares
Common Stock
Additional Paid in Capital
Accumulated Distributions and Net Loss
Accumulated Other Comprehensive Income
Total
Balance at December 31, 2024
36,104,130
$
36
$
816,149
$
(467,427
)
$
20,678
$
369,436
Distributions declared ($0.135600 per share)
—
—
—
(4,898
)
—
(4,898
)
Unrealized loss on derivatives
—
—
—
—
(2,497
)
(2,497
)
Reclassification adjustment for amounts included in net loss
—
—
—
—
(2,900
)
(2,900
)
Equity-based compensation
—
—
34
—
—
34
Net loss
—
—
—
(2,601
)
—
(2,601
)
Balance at March 31, 2025
36,104,130
$
36
$
816,183
$
(474,926
)
$
15,281
$
356,574
See accompanying notes to consolidated financial statements.
5
INLAND REAL ESTATE INCOME TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, dollar amounts in thousands)
Three Months Ended March 31,
2026
2025
Cash flows from operating activities:
Net loss
$
(2,249
)
$
(2,601
)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
14,294
14,465
Amortization of debt issuance costs
327
299
Amortization of acquired market leases, net
(71
)
(33
)
Amortization of equity-based compensation
38
34
Reduction in the carrying amount of the right-of-use-asset
89
93
Straight-line income, net
(433
)
(520
)
Other non-cash adjustments
62
49
Changes in assets and liabilities:
Accounts payable and accrued expenses
(1,082
)
580
Accounts and rent receivable
246
405
Other assets
(61
)
103
Due to related parties
131
187
Operating lease liability
81
76
Other liabilities
(602
)
(1,343
)
Net cash flows provided by operating activities
10,770
11,794
Cash flows from investing activities:
Capital expenditures
(2,927
)
(5,173
)
Net cash flows used in investing activities
(2,927
)
(5,173
)
Cash flows from financing activities:
Payment of credit facility
(2,000
)
(4,000
)
Proceeds from credit facility
19,000
4,000
Payment of mortgages payable
(18,727
)
(88
)
Distributions paid
(4,899
)
(4,898
)
Net cash flows used in financing activities
(6,626
)
(4,986
)
Net increase in cash, cash equivalents and restricted cash
1,217
1,635
Cash, cash equivalents and restricted cash, at beginning of the period
8,419
6,896
Cash, cash equivalents and restricted cash, at end of period
$
9,636
$
8,531
Supplemental disclosure of cash flow information:
Cash paid for interest
$
9,335
$
9,707
Supplemental schedule of non-cash investing and financing activities:
Accrued capital expenditures
$
747
$
337
See accompanying notes to consolidated financial statements.
6
INLAND REAL ESTATE INCOME TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(Unaudited, dollar amounts in thousands, except per share amounts)
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Readers of this Quarterly Report on Form 10-Q should refer to the audited consolidated financial statements of Inland Real Estate Income Trust, Inc. (which may be referred to herein as the “Company,” “we,” “us,” or “our”) for the year ended December 31, 2025, which are included in the Company’s 2025 Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2026, as certain footnote disclosures contained in such audited consolidated financial statements have been omitted from this Quarterly Report on Form 10-Q.
NOTE 1 – ORGANIZATION
The Company was formed on August 24, 2011 to acquire and manage a portfolio of commercial real estate investments located in the United States. The Company focuses primarily on acquiring and owning a portfolio substantially all of which is comprised of grocery-anchored properties. As of March 31, 2026, the Company owned 52 retail properties. The properties aggregate a total of 7.2 million square feet. The properties are located in 24 states. A majority of the Company’s properties are multi-tenant, necessity-based retail shopping centers located primarily in major regional markets and growing secondary markets throughout the United States. As of March 31, 2026, the Company’s portfolio had physical and economic occupancy of 92.4% and 92.6%, respectively.
The Company has no employees. The Company is managed by IREIT Business Manager & Advisor, Inc. (the “Business Manager”), an indirect wholly-owned subsidiary of Inland Real Estate Investment Corporation (the “Sponsor”). Various affiliates of the Sponsor provide services to the Company through the Business Manager, which is responsible for overseeing and managing the Company’s day-to-day operations. The Company’s relationship with the Business Manager is governed by the Fourth Amended and Restated Business Management Agreement (the “Business Management Agreement”) that the Company has entered into with the Business Manager. Under the Business Management Agreement, the Company pays the Business Manager a fee for the services it provides to the Company and reimburses the Business Manager for certain expenses that the Business Manager incurs on the Company’s behalf. The Company is entitled to reduce the fee payable to the Business Manager for any amounts that the Company pays to the person serving as its president and chief executive officer. The Company’s properties are managed by Inland Commercial Real Estate Services LLC, referred to herein as the “Real Estate Manager,” an indirect wholly-owned subsidiary of the Sponsor.
On December 8, 2025, as reported in the Company’s Form 8-K filed with the SEC on December 9, 2025, the Company announced that the Company’s board of directors (the “board”) had approved: (i) an estimated per share net asset value (the “Estimated Per Share NAV”) of the Company’s common stock as of September 30, 2025; and (ii) the reinstatement of the Company’s distribution reinvestment plan (as amended, the “DRP”) and share repurchase program (as amended, the “SRP”) effective February 1, 2026, following the suspension of both programs on October 1, 2024. On December 17, 2025, as reported in the Company’s Form 8-K filed with the SEC on December 22, 2025, the Company announced that the board amended and restated the SRP to provide that shares accepted for “ordinary repurchases” will be repurchased at 80% of the Estimated Per Share NAV and shares accepted for “exceptional repurchases” will be repurchased at 100% of the Estimated Per Share NAV.
There is no established trading market for the Company’s common stock.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Disclosures discussing all significant accounting policies are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 11, 2026, under the heading Note 2 – “Summary of Significant Accounting Policies.” There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2026, except as noted below.
General
The consolidated financial statements have been prepared in accordance with GAAP and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. In the opinion of management, all adjustments necessary for a fair statement, in all material respects, of the financial position and results of operations for the periods are presented. Actual results could differ from those estimates. The results of operations for the interim periods are not necessarily indicative of the results for the entire year.
7
Restricted Cash
Amounts included in restricted cash represent those required to be set aside by lenders for real estate taxes, insurance, capital expenditures and tenant improvements on the Company's existing properties. These amounts also include post close escrows for tenant improvements, leasing commissions, master lease, general repairs and maintenance, and are classified as restricted cash on the Company’s consolidated balance sheets.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Company’s consolidated balance sheets to such amounts shown on the Company’s consolidated statements of cash flows:
March 31,
2026
2025
Cash and cash equivalents
$
9,224
$
8,051
Restricted cash
412
480
Total cash, cash equivalents, and restricted cash
$
9,636
$
8,531
Accounting Pronouncements Recently Issued but Not Yet Effective
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date, which revised the effective date of ASU 2024-03 for interim periods. ASU 2024-03 requires disclosures in the notes to the financial statements on specified information about certain costs and expenses that are included on the face of the income statement for each interim and annual reporting period. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2024-03 and ASU 2025-01 on the Company’s consolidated financial statements.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which clarifies guidance for hedge accounting, including grouping forecasted transactions by similar risk, hedging choose-your-rate debt, expanding eligibility for nonfinancial components, eliminating certain net written option tests, and addressing dual hedges. ASU 2025-09 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-09 on the Company’s consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim reporting guidance, defines applicability to entities presenting full GAAP interim financial statements, provides form and content requirements for condensed statements, and introduces a principle requiring disclosure of material events occurring after the prior annual period. ASU 2025-11 does not change existing disclosure requirements. ASU 2025-11 is effective for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-11 on the Company’s interim reporting.
NOTE 3 – EQUITY
The Company commenced an initial public “best efforts” offering (the “Offering”) on October 18, 2012, which concluded on October 16, 2015. The Company sold 33,534,022 shares of common stock generating gross proceeds of $834,399 from the Offering. The Company also issues shares through the DRP and has generated $148,145 in proceeds from this issuance since inception through March 31, 2026. As of March 31, 2026, there were 36,110,108 shares of common stock outstanding including 6,760,659 shares issued through the DRP and 29,097 vested restricted shares, net of 4,213,670 shares repurchased through the SRP. See Note 11 – “Equity-Based Compensation” for further information on restricted shares.
The Company provides the following programs to facilitate additional investment in the Company’s shares and to provide limited liquidity for stockholders.
Distribution Reinvestment Plan
The Company, through the DRP, provides stockholders with the option to purchase additional shares from the Company by reinvesting cash distributions, subject to certain share ownership restrictions. The shares are purchased at a price equal to the Estimated Per Share NAV at the time the distributions are reinvested. There are no selling commissions or other fees such as marketing contribution or due diligence expense reimbursements paid in connection with any purchases under the DRP.
8
The DRP was suspended effective October 1, 2024 and was reinstated effective February 1, 2026. While the DRP was suspended, stockholders that previously participated in the DRP were not permitted to reinvest distributions paid by the Company in additional shares. Any prior reinvested distributions were not impacted. Although the Company continued paying distributions during the suspension of the DRP, the DRP was not a source of capital while it remained suspended.
There were no distributions reinvested through the DRP during the three months ended March 31, 2026. In light of the suspension noted above, there were no distributions reinvested through the DRP during the three months ended March 31, 2025.
Share Repurchase Program
The Company is authorized through the SRP to repurchase shares from stockholders who purchased their shares directly from the Company as opposed to another stockholder or received their shares through a non-cash transfer and have held their shares for at least one year. In the case of repurchases made upon the death of a stockholder or qualifying disability (“Exceptional Repurchases”), as defined in the SRP, the one year holding period does not apply. Repurchases are made in the Company’s sole discretion. The SRP was suspended effective October 1, 2024 and reinstated effective February 1, 2026. During the suspension, the Company did not repurchase shares under the SRP.
The SRP is governed by the terms of the Sixth Amended and Restated Share Repurchase Program (the “Sixth SRP”) adopted by the board on December 17, 2025, effective on February 1, 2026. Under the Sixth SRP, the repurchase price will be equal to the then-current Estimated Per Share NAV for the Exceptional Repurchases and equal to 80% of the then-current Estimated Per Share NAV for “ordinary repurchases.” Under the Sixth SRP, the board has the discretion to establish the proceeds available to fund repurchases each quarter and can use proceeds from all sources available to the Company, in the board’s sole discretion. The board also has the discretion to determine the amount of repurchases, if any, to be made each quarter based on its evaluation of the Company’s business, cash needs and any other requirements of applicable law. A copy of the Sixth SRP is available on the Company’s website.
The SRP contains numerous restrictions that limit the stockholders’ ability to sell their shares. The board, in its sole discretion, may amend or terminate the SRP. The SRP will immediately terminate if the Company’s shares become listed for trading on a national securities exchange.
There were no repurchases through the SRP for the three months ended March 31, 2026. In light of the suspension noted above, the Company did not repurchase any shares through the SRP during the three months ended March 31, 2025. There was no liability related to the SRP as of March 31, 2026 and December 31, 2025.
NOTE 4 – DISPOSITIONS
On March 12, 2026, the Company entered into a purchase and sale agreement for the sale of The Village at Burlington Creek property for a purchase price of $34,000. The buyer has deposited earnest money of $450 into escrow pursuant to the agreement; however, because the deposit remains refundable under certain contingencies, the Company does not have control over the funds and therefore does not recognize them as an asset. The property will be classified as held for sale upon the buyer’s completion of due diligence and the removal of all contingencies that provide the buyer with a refundable termination right. The Company expects to complete the sale of the property in the second quarter of 2026.
NOTE 5 – LEASES
The Company is lessor under approximately 820 retail operating leases. The remaining lease terms for the Company’s leases range from less than one year to 14 years. The Company considers the date on which it makes a leased space available to a lessee as the commencement date of the lease. At commencement, the Company determines the lease classification utilizing the classification tests under ASC 842. Options to extend a lease are included in the lease term when it is reasonably certain that the tenant will exercise its option to extend. Termination penalties are included in income when there is a termination agreement, all the conditions of the agreement have been met and amounts due are considered collectable. The termination fees are recognized on a straight-line basis over the remaining lease term in rental income. If an operating lease is modified and the modification is not accounted for as a separate contract, the Company accounts for the modification as if it were a termination of the existing lease and the creation of a new lease. The Company considers any prepaid or accrued rentals relating to the original lease as part of the lease payments for the modified lease. The Company includes options to modify the original lease term when it is reasonably certain that the tenant will exercise its option to extend.
Most of the revenue from the Company’s properties consists of rents received under long-term operating leases. Most leases require the tenant to pay monthly fixed base rent in advance, and to reimburse the Company for the tenant’s pro rata share of certain operating expenses including real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees, and certain building repairs paid by the Company and recoverable under the terms of the lease. Under these leases, the Company pays all expenses and is reimbursed by the tenant for the tenant’s pro rata share of recoverable expenses paid.
9
Certain other tenants are subject to net leases which provide that the tenant is responsible for fixed base rent as well as costs and expenses associated with occupancy. Under net leases where expenses are paid directly by the tenant rather than the landlord, such expenses are not included on the consolidated statements of operations and comprehensive loss. Under leases where expenses are paid by the Company, subject to reimbursement by the tenant, the expenses are included within property operating expenses. Reimbursements for common area maintenance are considered non-lease components that are permitted to be combined with rental income. The combined lease component and reimbursements for insurance and taxes are reported as rental income on the consolidated statements of operations and comprehensive loss.
Rental income related to the Company’s operating leases is comprised of the following:
Three Months Ended March 31,
2026
2025
Rental income - fixed payments
$
30,570
$
30,001
Rental income - variable payments (a)
8,092
8,722
Amortization of acquired lease intangibles, net
71
33
Rental income
$
38,733
$
38,756
(a) Primarily includes tenant recovery income for real estate taxes, common area maintenance and insurance.
As of March 31, 2026, the Company’s accounts and rent receivable, net balance was $27,032, which was net of an allowance for bad debts of $1,553. As of December 31, 2025, the Company’s accounts and rent receivable, net balance was $26,845, which was net of an allowance for bad debts of $1,582.
NOTE 6 – ACQUIRED INTANGIBLE ASSETS AND LIABILITIES
The following table summarizes the Company’s identified intangible assets and liabilities as of March 31, 2026 and December 31, 2025:
March 31, 2026
December 31, 2025
Intangible assets:
Acquired in-place lease value
$
183,305
$
183,305
Acquired above market lease value
52,640
52,640
Accumulated amortization
(198,529
)
(196,590
)
Acquired lease intangibles, net
$
37,416
$
39,355
Intangible liabilities:
Acquired below market lease value
$
79,914
$
79,914
Accumulated amortization
(49,870
)
(49,153
)
Acquired below market lease intangibles, net
$
30,044
$
30,761
The portion of the purchase price allocated to acquired above market lease value and acquired below market lease value is amortized on a straight-line basis over the term of the related lease as an adjustment to rental income. For below market lease values, the amortization period includes any renewal periods with fixed rate renewals. The portion of the purchase price allocated to acquired in-place lease value is amortized on a straight-line basis over the acquired leases’ weighted average remaining term.
Amortization pertaining to acquired in-place lease value, above market lease value and below market lease value is summarized below:
Three Months Ended March 31,
2026
2025
Amortization recorded as amortization expense:
Acquired in-place lease value
$
1,293
$
1,872
Amortization recorded as a (reduction) increase to rental income:
Acquired above market leases
$
(646
)
$
(772
)
Acquired below market leases
717
805
Net rental income increase
$
71
$
33
10
Estimated amortization of the respective intangible lease assets and liabilities as of March 31, 2026 for each of the five succeeding years and thereafter is as follows:
Acquired In-Place Leases
Above Market Leases
Below Market Leases
2026 (remainder of year)
$
3,644
$
1,805
$
2,131
2027
3,562
1,837
2,692
2028
2,864
1,590
2,560
2029
2,580
1,508
2,485
2030
2,007
1,435
2,269
Thereafter
9,029
5,555
17,907
Total
$
23,686
$
13,730
$
30,044
NOTE 7 – DEBT AND DERIVATIVE INSTRUMENTS
As of March 31, 2026 and December 31, 2025, the Company had the following mortgage and credit facility payable:
March 31, 2026
December 31, 2025
Type of Debt
Principal Amount
Weighted Average Interest Rate
Principal Amount
Weighted Average Interest Rate
Fixed rate mortgage payable
$
—
—
$
18,727
4.02
%
Credit facility payable
840,000
4.66
%
823,000
4.66
%
Total debt before unamortized debt issuance costs including impact of interest rate swaps
840,000
4.66
%
841,727
4.65
%
(Less): Unamortized debt issuance costs
(3,925
)
(4,252
)
Total debt
$
836,075
$
837,475
The Company’s indebtedness bore interest at a weighted average interest rate of 4.66% per annum as of March 31, 2026, which includes the effects of interest rate swaps. The Company estimates the fair value of its total debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by the Company’s lenders using Level 3 inputs. The carrying value of the Company’s debt excluding unamortized debt issuance costs was $840,000 and $841,727 as of March 31, 2026 and December 31, 2025, respectively, and its estimated fair value was $840,000and $841,727 as of March 31, 2026 and December 31, 2025, respectively.
As of March 31, 2026, maturities on the Company’s debt were as follows:
March 31, 2026
Maturities by Year:
Maturity of Credit Facility
2026 (remainder of the year)
$
—
2027
—
2028
—
2029
840,000
2030
—
Thereafter
—
Total
$
840,000
Credit Facility Payable
On November 13, 2025, the Company entered into a third amended and restated credit agreement (the “Credit Agreement”) with KeyBank National Association (“KeyBank”), individually and as administrative agent, KeyBanc Capital Markets Inc., PNC Capital Markets LLC and BofA Securities, Inc., as joint lead arrangers, and other lenders from time to time parties to the Credit Agreement (the “Credit Facility”). Pursuant to the Credit Agreement, the aggregate total commitments under the Credit Facility were increased from $775,000 to $860,000. The Credit Facility consists of the “Revolving Credit Facility” providing revolving credit commitments in an
11
aggregate amount of $285,000 (increased from $200,000) and a term loan facility (the term loans funded under such commitments, the “Term Loan”) providing term loan commitments in an aggregate amount of $575,000.
As of March 31, 2026, the Company had $265,000 outstanding under the Revolving Credit Facility and $575,000 outstanding under the Term Loan. As of March 31, 2026, the interest rates on the Revolving Credit Facility and the Term Loan were 5.58% per annum and 4.24% per annum, respectively. Each of the Revolving Credit Facility and the Term Loan matures on April 1, 2029, and the Company has the option to extend the maturity date for one additional year subject to the payment of an extension fee and certain other conditions. Borrowings under the Credit Facility bear interest equal to one-month Term Secured Overnight Financing Rate (“SOFR”) plus a margin, the amount of which depends on the Company’s leverage ratio.
As of March 31, 2026, the Company had a maximum amount of $20,000 available for borrowing under the Revolving Credit Facility, subject to the terms and conditions of the Credit Agreement that governs the Credit Facility, including compliance with the covenants which could further limit the amount available.
The Company’s performance of the obligations under the Credit Facility, including the payment of any outstanding indebtedness under the Credit Facility, is guaranteed by certain subsidiaries of the Company, including each of the subsidiaries of the Company which owns or leases any of the properties included in the pool of unencumbered properties comprising the borrowing base. Additional properties will be added to and removed from the pool from time to time to support amounts borrowed under the Credit Facility so long as at any time there are at least fifteen unencumbered properties with an unencumbered pool value of $300,000 or more. As of March 31, 2026, all of the Company’s properties were included in the pool of unencumbered properties.
The Credit Facility requires compliance with certain covenants, including a minimum tangible net worth requirement, a limitation on the use of leverage, a distribution limitation, restrictions on indebtedness and investment restrictions, as defined. It also contains customary default provisions including the failure to comply with the Company's covenants and the failure to pay when amounts outstanding under the Credit Facility become due. As of March 31, 2026, the Company was in compliance with all financial covenants related to the Credit Facility as amended.
Interest Rate Swap Agreements
The Company entered into interest rate swaps to fix certain of its floating SOFR based debt under variable rate loans to a fixed rate to manage its risk exposure to interest rate fluctuations. The Company will generally match the maturity of the underlying variable rate debt with the maturity date on the interest swap. See Note 14 – “Fair Value Measurements” for further information.
12
As of March 31, 2026, the Company had hedged $525,000 of the Term Loan using interest rate swap contracts. The following table summarizes the Company’s interest rate swap contracts outstanding as of March 31, 2026.
Date Entered
Effective Date
Maturity Date
Receive Floating Rate Index (a)
Pay Fixed Rate
Notional Amount
Fair Value as of March 31, 2026
Assets
February 3, 2022
March 1, 2022
February 3, 2027
One-month Term SOFR
1.69
%
90,000
1,480
February 3, 2022
March 1, 2022
February 3, 2027
One-month Term SOFR
1.85
%
100,000
1,509
February 3, 2022
March 1, 2022
February 3, 2027
One-month Term SOFR
1.72
%
85,000
1,382
May 17, 2022
June 1, 2022
February 3, 2027
One-month Term SOFR
2.71
%
60,000
472
May 17, 2022
June 1, 2022
February 3, 2027
One-month Term SOFR
2.71
%
60,000
472
May 17, 2022
June 1, 2022
February 3, 2027
One-month Term SOFR
2.71
%
75,000
591
May 17, 2022
June 1, 2022
February 3, 2027
One-month Term SOFR
2.77
%
55,000
409
November 14, 2025
February 3, 2027
April 1, 2029
One-month Term SOFR
3.26
%
145,000
607
November 14, 2025
February 3, 2027
April 1, 2029
One-month Term SOFR
3.26
%
105,000
441
November 14, 2025
February 3, 2027
April 1, 2029
One-month Term SOFR
3.27
%
105,000
421
November 14, 2025
February 3, 2027
April 1, 2029
One-month Term SOFR
3.28
%
90,000
353
November 14, 2025
February 3, 2027
April 1, 2029
One-month Term SOFR
3.34
%
50,000
133
November 14, 2025
February 3, 2027
April 1, 2029
One-month Term SOFR
3.31
%
30,000
95
$
1,050,000
$
8,365
(a)
As of March 31, 2026, the one-month term SOFR was 3.66%.
The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025.
Three Months Ended March 31,
Derivatives in Cash Flow Hedging Relationships
2026
2025
Effective portion of derivatives
$
3,676
$
(2,497
)
Reclassification adjustment for amounts included in net loss (effective portion)
$
(1,921
)
$
(2,900
)
The total amount of interest expense presented on the consolidated statements of operations and comprehensive loss was $9,894 and $9,727 for the three months ended March 31, 2026 and 2025, respectively. The net gain or loss reclassified into income from accumulated other comprehensive income is reported in interest expense on the consolidated statements of operations and
13
comprehensive loss. The amount that is expected to be reclassified from accumulated other comprehensive income into income (loss) in the next 12 months is $7,076.
NOTE 8 – DISTRIBUTIONS
The table below presents the distributions paid and declared during the three months ended March 31, 2026 and 2025.
Three Months Ended March 31,
2026
2025
Distributions paid
$
4,899
$
4,898
Distributions declared
$
4,899
$
4,898
NOTE 9 – EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period (the “common shares”). Diluted EPS is computed by dividing net income (loss) by the common shares plus common share equivalents. The Company excludes antidilutive restricted shares from the calculation of weighted-average shares for diluted EPS. As a result of a net loss for the three months ended March 31, 2026 and 2025,5,018 and 4,358 shares, respectively, were excluded from the computation of diluted EPS, because they would have been antidilutive.
NOTE 10 – COMMITMENTS AND CONTINGENCIES
The Company may be subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material adverse effect on the consolidated financial statements of the Company.
NOTE 11 – EQUITY-BASED COMPENSATION
Under the Company’s Employee and Director Restricted Share Plan (“RSP”), restricted shares generally vest over a one to three year vesting period from the date of the grant, subject to the specific terms of the grant. In accordance with the RSP, restricted shares are issued to non-employee directors as compensation. Restricted shares are included in common stock outstanding on the date of the vesting. The grant-date value of the restricted shares is amortized over the vesting period representing the requisite service period. Compensation expense associated with the restricted shares issued to the non-employee directors was $38 and $34, in the aggregate, for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company had $177 of unrecognized compensation expense related to the unvested restricted shares, in the aggregate. The weighted average remaining period that compensation expense related to unvested restricted shares will be recognized is 1.6 years. There were no restricted shares that vested during the three months ended March 31, 2026 and 2025.
A summary table of the status of the restricted shares is presented below:
Restricted Shares
Outstanding at December 31, 2025
16,648
Granted
—
Vested
—
Outstanding at March 31, 2026
16,648
NOTE 12 – SEGMENT REPORTING
The Company has one reportable segment as defined by GAAP, retail real estate, for the three months ended March 31, 2026 and 2025. The retail real estate segment derives revenue from rents received under long-term operating leases. The accounting policies of the retail real estate segment are the same as those described in the summary of significant accounting policies for the Company.
The chief operating decision maker (“CODM”) assesses performance for the retail real estate segment and decides how to allocate resources based on net income (loss), which is reported on the accompanying consolidated statements of operations and comprehensive loss. The Company’s CODM is its CEO.
All the significant segment expenses that are provided to the CODM are reported in the accompanying consolidated statements of operations and comprehensive loss. Property operating expenses reported in the accompanying consolidated statements of operations and comprehensive loss primarily include common area maintenance, compensation, insurance and other costs related to the leasing of
14
properties. General and administrative expenses reported in the accompanying consolidated statements of operations and comprehensive loss primarily include reimbursements to the Business Manager for costs relating to the Company’s administration, professional fees, insurance and board costs. The measure of segment assets is reported on the balance sheet as total assets.
NOTE 13 – TRANSACTIONS WITH RELATED PARTIES
The following table summarizes the Company’s related party transactions for the three months ended March 31, 2026 and 2025. Certain compensation and fees payable to the Business Manager for services provided to the Company are limited to maximum amounts.
Three Months Ended March 31,
Unpaid amounts as of
2026
2025
March 31, 2026
December 31, 2025
General and administrative reimbursements
(a)
$
442
$
416
$
285
$
273
Real estate management fees
$
1,474
$
1,449
$
—
$
—
Property operating expenses
419
613
66
55
Construction management fees
103
107
97
1
Leasing fees
43
86
152
108
Total real estate management related costs
(b)
$
2,039
$
2,255
$
315
$
164
Business management fees
(c)
$
2,327
$
2,242
$
2,327
$
2,263
(a)
The Business Manager and its related parties are entitled to reimbursement for certain general and administrative expenses incurred by the Business Manager or its related parties relating to the Company’s administration. Such costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Unpaid amounts are included in due to related parties on the consolidated balance sheets.
(b)
For each property that is managed by the Real Estate Manager, the Company pays a monthly real estate management fee of up to 3.9% of the gross income from each property. Although the Company does not own any single-tenant net leased properties, if the Company acquires and owns this type of property, the monthly management fee would be reduced to up to 1.9% of the gross income from each such property. The Real Estate Manager determines, in its sole discretion, the amount of the fee with respect to a particular property, subject to those limitations. For each property that is managed directly by the Real Estate Manager or its affiliates, the Company pays the Real Estate Manager a separate leasing fee. Further, if the Company engages its Real Estate Manager to provide construction management services for a property, the Company pays a separate construction management fee. Leasing fees are included in deferred costs, net and construction management fees are included in building and other improvements in the consolidated balance sheets. The Company also reimburses the Real Estate Manager and its affiliates for property-level expenses that they pay or incur on the Company’s behalf, including the salaries, bonuses and benefits of persons performing services for the Real Estate Manager and its affiliates except for the salaries, bonuses and benefits of persons who also serve as an executive officer of the Real Estate Manager or the Company. Real estate management fees and reimbursable expenses are included in property operating expenses in the consolidated statements of operations and comprehensive loss.
(c)
The Company pays the Business Manager an annual business management fee equal to 0.55% of its “averaged invested assets.” The fee is payable quarterly in an amount equal to 0.1375% of its average invested assets as of the last day of the immediately preceding quarter. “Average invested assets” means, for any period, the average of the aggregate book value of the Company’s assets, including all intangibles and goodwill, invested, directly or indirectly, in equity interests in, and loans secured by, properties, as well as amounts invested in securities and consolidated and unconsolidated joint ventures or other partnerships, before reserves for amortization and depreciation or bad debts, impairments or other similar non-cash reserves, computed by taking the average of these values at the end of each month during the relevant calendar quarter. Unpaid amounts are included in due to related parties on the consolidated balance sheets. The Business Management Agreement terminates on March 31, 2027.
On January 19, 2024, the Company entered into the Business Management Agreement with the Business Manager, effective February 1, 2024, to, among other things, (i) provide the Company with the authority to engage a person not affiliated with or employed by the Business Manager to serve as president and chief executive officer of the Company and (ii) to reduce the business management fee payable to the Business Manager by the amount of any payment made to any third-party person as compensation for services as the Company’s president and chief executive officer. In connection with an agreement entered into with Mark Zalatoris, the Company’s then-president and chief executive officer, referred to herein as the “CEO Agreement,” the Business Management Fee was reduced by the amount of any payments made to Mr. Zalatoris under the CEO Agreement. Mr. Zalatoris resigned from his positions as president and chief executive officer of the Company effective February 2, 2026. Effective as of the same date, Bernard Michael was appointed
15
as the Company’s president and chief executive officer. As a result of this transition, the Business Manager now directly compensates Mr. Michael. Accordingly, beginning in February 2026, the Company pays the Business Manager the full fee it is entitled to under the Business Management Agreement. During the three months ended March 31, 2026 and 2025, total costs incurred under the CEO Agreement were $29 and $88, respectively. These costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.
NOTE 14 – FAIR VALUE MEASUREMENTS
Fair Value Hierarchy
The Company defines fair value based on the price that it believes would be received upon sale of an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below:
Level 1 −
Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
Level 2 −
Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 −
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The Company has estimated the fair value of its financial and non-financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes.
Recurring Fair Value Measurements
For assets and liabilities measured at fair value on a recurring basis, the table below presents the fair value of the Company’s cash flow hedges as well as their classification on the consolidated balance sheets as of March 31, 2026 and December 31, 2025.
Fair Value
Level 1
Level 2
Level 3
Total
March 31, 2026
Interest rate swap agreements - Other assets
$
—
$
8,365
$
—
$
8,365
Interest rate swap agreements - Other liabilities
$
—
$
—
$
—
$
—
December 31, 2025
Interest rate swap agreements - Other assets
$
—
$
6,555
$
—
$
6,555
Interest rate swap agreements - Other liabilities
$
—
$
90
$
—
$
90
The fair value of derivative instruments was estimated based on data observed in the forward yield curve which is widely observed in the marketplace. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the counterparty's nonperformance risk in the fair value measurements which utilize Level 3 inputs, such as estimates of current credit spreads. The Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative interest rate swap agreements and therefore has classified these in Level 2 of the hierarchy.
NOTE 15 – SUBSEQUENT EVENTS
In connection with the preparation of its consolidated financial statements, the Company has evaluated events that occurred subsequent to March 31, 2026 through the date on which these consolidated financial statements were issued to determine whether any of these events required disclosure in the consolidated financial statements.
There were no reportable subsequent events or transactions.
16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “may,” “could,” “should,” “expect,” “intend,” “plan,” “goal,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “variables,” “potential,” “continue,” “expand,” “maintain,” “create,” “strategies,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions, are intended to identify forward-looking statements.
These forward-looking statements are not historical facts but reflect the intent, belief or current expectations of the management of Inland Real Estate Income Trust, Inc. (which we refer to herein as the “Company,” “we,” “our” or “us”) based on their knowledge and understanding of the business and industry, the economy and other future conditions. These statements are not guarantees of future performance, and we caution stockholders not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or forecasted in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors listed and described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on March 11, 2026, some of which are summarized below:
•
As part of the review of strategic alternatives, our board decided not to pursue the sale of the Company at the present time. There is no assurance that we will pursue an alternative liquidity event in the near future, if at all. We have limited sources of capital and thus a limited ability to increase our asset base or to fund other needs including share repurchases;
•
There are inherent risks with real estate investments. For example, an investment in real estate cannot generally be quickly sold, limiting our ability to promptly vary our portfolio in response to changing economic, financial and investment conditions. Investments in real estate assets also are subject to adverse changes in general economic conditions which, for example, reduce the demand for rental space;
•
Volatility in the financial markets and challenging economic conditions including market disruptions and uncertainties resulting from any future global pandemic or epidemic, ongoing hostilities in various parts of the world and other geopolitical events affecting the financing markets generally such as tariffs, changes in governmental programs or spending, volatility in interest rates, supply chain shortages that affect our tenants or other disruptions caused by events beyond our control, may adversely impact the economy generally and the retail sector in particular. Volatility and market disruptions, could adversely affect our ability to secure debt financing on attractive terms and our ability to service any future indebtedness that we may incur;
•
We have incurred net losses on a GAAP basis for the three months ended March 31, 2026 and 2025, and for the year ended December 31, 2025;
•
Our Business Manager and its affiliates face conflicts of interest caused by, among other things, their compensation arrangements with us, the allocation of personnel and resources between its affiliates, our Business Manager and our Real Estate Manager and overlapping leadership roles certain of our executive officers have with the Business Manager and its affiliates, which could result in actions that are not in our long-term best interests;
•
We do not have arm’s-length agreements with our Business Manager, our Real Estate Manager or any other affiliates of our Sponsor and we pay fees, which may be significant, to our Business Manager, Real Estate Manager and other affiliates of our Sponsor;
•
Our properties may compete with the properties owned by other programs sponsored by an affiliate of our Sponsor;
•
Our Business Manager is under no obligation, and may not agree, to forgo or defer its business management fee; and
•
If we fail to continue to qualify as a REIT, our operations and distributions to stockholders, if any, will be adversely affected.
Forward-looking statements in this Quarterly Report on Form 10-Q reflect our management’s view only as of the date of this Quarterly Report, and may ultimately prove to be incorrect or false. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results except as required by applicable law. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.
17
The following discussion and analysis relates to the three months ended March 31, 2026 and 2025 and as of March 31, 2026 and December 31, 2025. Our stockholders should read the following discussion and analysis along with our consolidated financial statements and the related notes included in this Quarterly Report on Form 10-Q.
We routinely post important information about us and our business, including financial and other information for investors, on our website. We encourage investors to visit our website at inland-investments.com/inland-income-trust from time to time, as information is updated and new information is posted.
Overview
We were formed as a Maryland corporation on August 24, 2011 to acquire and manage a portfolio of commercial real estate investments located in the United States. We elected to be taxed as a real estate investment trust for U.S. federal income tax purposes (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the tax year ended December 31, 2013. Our business plan focuses primarily on acquiring and owning a portfolio substantially all of which is comprised of grocery-anchored properties. The Business Manager continues to evaluate our business plan and strategy, including considering and presenting alternatives and enhancements for board review with a view towards being able to increase the Company’s assets and cash flow on an accretive basis as well as to enhance the Company’s capital (primarily equity) and provide liquidity to stockholders over time.
We raised equity capital through a “best efforts” offering that commenced on October 18, 2012 and concluded on October 16, 2015. We sold 33,534,022 shares of common stock in the offering generating gross proceeds of $834.4 million. We have not raised any further equity capital through an underwritten or best-efforts basis since the offering was completed. We have also generated equity capital through the sale of shares through our DRP. As noted herein, the DRP was suspended in September 2024 until February 2026. Since inception until March 31, 2026, we had issued a total of 6,760,659 shares through the DRP generating aggregate proceeds of $148 million. Although the DRP was recently reinstated, there is no assurance that stockholders will continue to participate at the level before suspension. We have also used, and may continue to use, various sources of debt capital to fund acquisitions and other capital and operating needs as further described.
As of March 31, 2026, we owned 52 retail properties, totaling 7.2 million square feet located in 24 states. A majority of our properties are multi-tenant, necessity-based retail shopping centers located primarily in major regional markets and growing secondary markets throughout the United States. As of March 31, 2026, grocery-anchored or grocery shadow-anchored shopping center properties represented 87% of our annualized base rent. A grocery shadow-anchored shopping center is a shopping center near a grocery store that we do not own and is not a part of our shopping center but that we believe generates traffic for our shopping center. As of March 31, 2026, our portfolio had physical and economic occupancy of 92.4% and 92.6%, respectively. Physical and economic occupancy both increased approximately 0.4% compared to physical and economic occupancy of 92.0% and 92.2%, respectively, as of December 31, 2025. As of March 31, 2026, annualized base rent (“ABR”) per square foot averaged $20.19 for all owned properties. ABR is calculated by annualizing the monthly base rent for leases in-place as of the applicable date, excluding ground leases. ABR including ground leases averaged $17.28 as of March 31, 2026. There were no completed acquisitions or dispositions during the three months ended March 31, 2026.
On March 12, 2026, we entered into a purchase and sale agreement for the sale of The Village at Burlington Creek property for a purchase price of $34 million. The property will be classified as held for sale upon the buyer’s completion of due diligence and the removal of all contingencies that provide the buyer with a refundable termination right. We expect to complete the sale of the property in the second quarter of 2026. The Company currently expects to use substantially all of the net proceeds to repay outstanding borrowings under its Credit Facility.
We have no employees and are externally managed and advised by IREIT Business Manager & Advisor, Inc. (the “Business Manager”), an indirect wholly-owned subsidiary of Inland Real Estate Investment Corporation, referred to herein as our “Sponsor” pursuant to an agreement that expires on March 31, 2027. Under this agreement, we pay fees to and reimburse certain expenses incurred by the Business Manager for the services provided to us. This fee was reduced dollar-for-dollar for amounts we paid to Mark Zalatoris during the time he served as the Company’s president and chief executive officer. Mr. Zalatoris resigned from his positions as president and chief executive officer effective February 2, 2026. Effective as of the same date, Bernard Michael was appointed as the Company’s president and chief executive officer. As a result of this transition, the Business Manager now directly compensates Mr. Michael. Accordingly, beginning in February 2026, we pay the Business Manager the full fee it is entitled to under our agreement with the Business Manager. We do not reimburse the Business Manager for any compensation it pays to any person serving as one of our executive officers. Our properties are managed by Inland Commercial Real Estate Services LLC, also an indirect wholly-owned subsidiary of our Sponsor.
Inflation and Interest Rates
Inflationary pressures, volatility in interest rates, and the imposition of new duties, tariffs, trade barriers and retaliatory countermeasures by the U.S. and other governments, could all reduce consumer spending and adversely impact retailer profitability, particularly if rates
18
rise which may impact our ability to increase rents as well as tenant demand for new and existing store locations. Regardless of inflation levels, base rent under most of our long-term anchor leases remain constant (subject to tenants’ exercise of renewal options at pre-negotiated rent increases) until the expiration of their lease terms, regardless of the inflation rate for any period. While many of our leases require tenants to pay their share of shopping center operating expenses (including common area maintenance, real estate tax and insurance expenses), our ability to collect the expense increases passed through to tenants is dependent on their ability to absorb and pay these increases. Inflation may also impact other aspects of our operating costs, including fees paid to service providers, the cost to complete redevelopments and build-outs of recently leased vacancies and interest rate costs relating to variable rate loans and refinancing of lower fixed-rate indebtedness. While we have not been significantly impacted by any of these items to date, no assurances can be provided that these inflationary pressures will not have a material adverse effect on our business in the future.
SELECT PROPERTY INFORMATION (All dollar amounts in thousands, except per square foot amounts)
Investment Properties
As of March 31, 2026
Number of properties
52
Purchase price
$
1,624,667
Total square footage
7,171,150
Physical occupancy
92.4
%
Economic occupancy
92.6
%
Weighted average remaining lease term (years) (a)
4.4
(a)
Weighted average remaining lease term is based on a weighting by ABR as of March 31, 2026.
19
The table below presents information for each of our investment properties as of March 31, 2026.
Property (a)
Location
Square Footage
Physical Occupancy
Economic Occupancy
Newington Fair
Newington, CT
186,205
72.3
%
72.3
%
Wedgewood Commons
Olive Branch, MS
169,558
93.2
%
93.2
%
Park Avenue
Little Rock, AR
78,702
90.7
%
90.7
%
North Hills Square
Coral Springs, FL
63,829
100.0
%
100.0
%
Mansfield Shopping Center
Mansfield, TX
148,529
86.6
%
86.6
%
Lakeside Crossing
Lynchburg, VA
67,034
97.8
%
97.8
%
MidTowne Shopping Center
Little Rock, AR
126,288
73.2
%
73.2
%
Dogwood Festival
Flowood, MS
188,770
90.7
%
90.7
%
Pick N Save Center
West Bend, WI
94,446
98.9
%
98.9
%
Harris Plaza
Layton, UT
126,311
77.6
%
77.6
%
Dixie Valley
Louisville, KY
119,911
90.1
%
90.1
%
The Landings at Ocean Isle
Ocean Isle, NC
53,203
97.4
%
97.4
%
Shoppes at Prairie Ridge
Pleasant Prairie, WI
232,606
97.2
%
99.2
%
Harvest Square
Harvest, AL
70,590
98.0
%
98.0
%
Heritage Square
Conyers, GA
22,510
93.8
%
93.8
%
The Shoppes at Branson Hills
Branson, MO
256,244
94.7
%
94.7
%
Branson Hills Plaza
Branson, MO
210,201
98.0
%
100.0
%
Copps Grocery Store
Stevens Point, WI
69,911
100.0
%
100.0
%
Fox Point Plaza
Neenah, WI
171,121
99.1
%
99.1
%
Shoppes at Lake Park
W. Valley City, UT
52,903
85.1
%
85.1
%
Plaza at Prairie Ridge
Pleasant Prairie, WI
9,035
100.0
%
100.0
%
Green Tree Shopping Center
Katy, TX
147,621
100.0
%
100.0
%
Eastside Junction
Athens, AL
79,675
98.4
%
98.4
%
Fairgrounds Crossing
Hot Springs, AR
155,127
98.9
%
98.9
%
Prattville Town Center
Prattville, AL
168,842
96.9
%
96.9
%
Regal Court
Shreveport, LA
363,061
92.5
%
92.5
%
Shops at Hawk Ridge
St. Louis, MO
75,951
100.0
%
100.0
%
Walgreens Plaza
Jacksonville, NC
42,219
52.8
%
52.8
%
Frisco Marketplace
Frisco, TX
112,024
94.6
%
94.6
%
White City
Shrewsbury, MA
257,128
89.6
%
89.6
%
Yorkville Marketplace
Yorkville, IL
111,591
96.0
%
96.0
%
Shoppes at Market Pointe
Papillion, NE
253,793
98.5
%
98.5
%
Marketplace at El Paseo
Fresno, CA
224,683
98.8
%
98.8
%
The Village at Burlington Creek (b)
Kansas City, MO
157,937
78.4
%
78.4
%
Milford Marketplace
Milford, CT
111,911
100.0
%
100.0
%
Settlers Ridge
Pittsburgh, PA
473,871
90.5
%
90.5
%
Blossom Valley Plaza
Turlock, CA
111,475
98.7
%
98.7
%
Oquirrh Mountain Marketplace
South Jordan, UT
75,950
97.1
%
97.1
%
Marketplace at Tech Center
Newport News, VA
210,648
90.2
%
90.2
%
Coastal North Town Center
Myrtle Beach, SC
304,662
97.1
%
97.1
%
Oquirrh Mountain Marketplace II
South Jordan, UT
10,150
84.7
%
84.7
%
Wilson Marketplace
Wilson, NC
311,030
100.0
%
100.0
%
Pentucket Shopping Center
Plaistow, NH
199,454
97.4
%
97.4
%
Hickory Tavern
Myrtle Beach, SC
6,588
100.0
%
100.0
%
New Town
Owings Mill, MD
117,593
45.1
%
45.1
%
Olde Ivy Village
Smyrna, GA
46,500
79.5
%
87.7
%
Northpark Village Square
Santa Clarita, CA
87,103
100.0
%
100.0
%
Lower Makefield Shopping Center
Lower Makefield, PA
75,979
84.4
%
84.4
%
Denton Village
Denton, TX
48,280
96.9
%
96.9
%
Rusty Leaf Plaza
Orange, CA
59,188
95.3
%
95.3
%
Northville Park Place
Northville, MI
78,421
86.9
%
86.9
%
CityPlace
Woodbury, MN
174,788
98.4
%
98.4
%
Portfolio total
7,171,150
92.4
%
92.6
%
(a)
All of our properties are included in the pool of properties comprising the borrowing base under our Credit Facility as of March 31, 2026.
(b)
The property is under contract for sale. See Note 4 – “Dispositions” for further information.
20
Tenancy Highlights
The following table presents information regarding the top ten tenants in our portfolio based on annualized base rent for leases in-place as of March 31, 2026.
Tenant Name
Number of Leases
Annualized Base Rent
Percent of Total Portfolio Annualized Base Rent
Annualized Base Rent Per Square Foot
Square Footage
Percent of Total Portfolio Square Footage
The Kroger Co.
5
$
4,899
4.3
%
$
16.54
296,150
4.1
%
The TJX Companies, Inc.
14
3,864
3.4
%
10.91
354,070
4.9
%
Ross Dress for Less, Inc.
10
2,853
2.5
%
10.88
262,080
3.7
%
Ulta Salon, Cosmetics & Fragrance Inc.
13
2,825
2.4
%
21.23
133,076
1.9
%
Amazon/Whole Foods Market Group, Inc.
3
2,447
2.1
%
21.21
115,396
1.6
%
Planet Fitness
6
2,191
1.9
%
17.74
123,486
1.7
%
Dick’s Sporting Goods, Inc.
4
2,158
1.9
%
11.94
180,766
2.5
%
PetSmart
7
2,129
1.9
%
15.36
138,578
1.9
%
Sprouts Farmers Market, LLC
4
2,093
1.8
%
18.50
113,092
1.6
%
Albertsons/Jewel/Shaw’s
2
2,090
1.8
%
16.34
127,892
1.8
%
Top Ten Tenants
68
$
27,549
24.0
%
$
14.93
1,844,586
25.7
%
The following table sets forth a summary of our tenant diversity for our entire portfolio and is based on leases in-place as of March 31, 2026.
Tenant Type
GrossLeasable Area – Square Footage
Percent of Total Gross Leasable Area
Percent of Total Annualized Base Rent
Discount and Department Stores
1,428,396
21.5
%
10.7
%
Grocery
1,331,575
20.1
%
16.7
%
Lifestyle, Health Clubs, Books & Phones
905,006
13.6
%
16.3
%
Home Goods
813,536
12.3
%
6.7
%
Restaurant
634,906
9.6
%
18.5
%
Apparel & Accessories
461,554
7.0
%
9.3
%
Consumer Services, Salons, Cleaners, Banks
346,070
5.2
%
9.5
%
Pet Supplies
258,136
3.9
%
3.9
%
Health, Doctors & Health Foods
207,316
3.1
%
5.4
%
Sporting Goods
201,977
3.0
%
2.3
%
Other
51,485
0.7
%
0.7
%
Total
6,639,957
100.0
%
100.0
%
The following table sets forth a summary, as of March 31, 2026, of the percent of total annualized base rent and the weighted average lease expiration by size of tenant.
Size of Tenant
Description – Square Footage
Percent of Total Annualized Base Rent
Weighted Average Lease Expiration – Years
Anchor
10,000 and over
49
%
5.2
Junior Box
5,000-9,999
13
%
3.9
Small Shop
Less than 5,000
38
%
3.5
Total
100
%
4.4
American Freight, which leased space at one of our properties, filed for bankruptcy in November 2024. American Freight closed this location, and the lease was rejected in December 2024. We are marketing the space.
21
Party City, which leased space at four of our properties, filed for bankruptcy protection in December 2024. All four stores were closed as of March 31, 2025. Party City rejected their leases at all four of our locations and we currently have possession of these spaces. We have executed new leases with replacement tenants for two of these spaces. We are marketing the remaining two spaces.
Rite Aid, which leased space at one of our properties, filed for bankruptcy in May 2025. Rite Aid closed this location, and the lease was rejected at the end of August 2025. We are marketing the space.
Painted Tree, which leased space at one of our properties, closed their location and filed for bankruptcy in April 2026.
Lease Expirations
The following table sets forth a summary, as of March 31, 2026, of lease expirations scheduled to occur during the remainder of 2026 and each of the calendar years from 2027 to 2035 and thereafter, assuming no exercise of renewal options or early termination rights for leases commenced on or prior to March 31, 2026. Annualized base rent represents the rent in-place for the applicable property as of March 31, 2026. The table below includes ground leases. If ground leases are excluded, annualized base rent would equal $104,763 or $20.19 per square foot for total expiring leases.
Lease Expiration Year
Number of Expiring Leases
Gross Leasable Area of Expiring Leases – Square Footage
Percent of Total Gross Leasable Area of Expiring Leases
Total Annualized Base Rent of Expiring Leases
Percent of Total Annualized Base Rent of Expiring Leases
Annualized Base Rent per Leased Square Foot
2026 (including month-to-month)
83
259,893
3.9
%
$
6,590
5.7
%
$
25.36
2027
123
731,121
11.0
%
13,656
11.9
%
18.68
2028
149
1,426,125
21.5
%
18,996
16.6
%
13.32
2029
131
911,399
13.7
%
17,109
14.9
%
18.77
2030
134
884,105
13.3
%
19,124
16.7
%
21.63
2031
66
431,592
6.5
%
8,994
7.8
%
20.84
2032
37
313,450
4.7
%
5,754
5.0
%
18.36
2033
27
197,841
3.0
%
3,686
3.2
%
18.63
2034
26
592,405
8.9
%
7,382
6.4
%
12.46
2035
26
420,770
6.4
%
6,595
5.8
%
15.67
Thereafter
19
471,256
7.1
%
6,855
6.0
%
14.55
Leased Total
821
6,639,957
100.0
%
$
114,741
100.0
%
$
17.28
Refer to “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Leasing Activity” for details regarding the leasing activity during the three months ended March 31, 2026.
22
Liquidity and Capital Resources
General
Our primary uses and sources of cash are as follows:
Uses
Sources
•
Interest and principal payments on Credit Facility
•
Cash receipts from our tenants
•
Property operating expenses
•
Sale of shares through the DRP
•
General and administrative expenses
•
Proceeds from new mortgage loans (if any)
•
Distributions to stockholders
•
Borrowing on our Credit Facility
•
Fees payable to our Business Manager and Real Estate Manager
•
Proceeds from sales of real estate (if any)
•
Repurchases of shares under the SRP
•
Proceeds from issuance of securities (if any) other than through the DRP
•
Capital expenditures, tenant improvements and leasing commissions
•
Acquisitions of real estate directly or through joint ventures
•
Redevelopments of entire properties or certain spaces within our properties
We have funded our capital needs primarily through cash flow from operations and through draws on the Credit Facility, if needed.
As of March 31, 2026, we had total debt outstanding of $840 million, excluding unamortized debt issuance costs, which bore interest at a weighted average interest rate of 4.66% per annum. As of March 31, 2026, the weighted average years to maturity for our debt was 3.0 years, not taking into account any extension options that may be exercised at our option. As of both March 31, 2026 and December 31, 2025, our borrowings were 52% of the purchase price of our investment properties. As of March 31, 2026, our cash and cash equivalents balance was $9 million.
As of March 31, 2026, we had $265 million outstanding under the Revolving Credit Facility and $575 million outstanding under the Term Loan. As of March 31, 2026, the interest rates on the Revolving Credit Facility and the Term Loan were 5.58% per annum and 4.24% per annum, respectively. As of March 31, 2025, the interest rates on the Revolving Credit Facility and the Term Loan were 6.33% per annum and 4.30% per annum, respectively. Each of the Revolving Credit Facility and the Term Loan matures on April 1, 2029, subject to a twelve month extension at our option. As of both May 6, 2026 and March 31, 2026, we had $20 million available for borrowing under the Revolving Credit Facility, subject to various terms and conditions, including compliance with the covenants which could further limit the amount available of the credit agreement that governs the Credit Facility. See “Risk Factors—The financial covenants under our credit agreement may restrict our ability to make distributions and our operating and acquisition activities. If we breach the financial covenants we could be held in default under the credit agreement, which could accelerate our repayment date and materially adversely affect our liquidity and financial condition” in our Annual Report on Form 10-K for the year ended December 31, 2025 for further information.
On January 30, 2026, we drew $19 million on the Revolving Credit Facility to repay indebtedness secured by a mortgage on the Milford Marketplace property, which had an outstanding principal balance of $18.7 million and was repaid in full on January 30, 2026. Subsequent to the payoff, the property was added to the borrowing base for the Credit Facility.
As of both May 6, 2026 and March 31, 2026, all of our properties comprised the borrowing base for the Credit Facility. We may not use any property to secure debt on any particular property without removing the property from the borrowing base. Doing so would, however, reduce the amount that we may draw under the Credit Facility. As of March 31, 2026, we have paid all interest and principal amounts when due, and were in compliance with all financial covenants under the Credit Facility, as amended.
During the three months ended March 31, 2026, we used $2.9 million to invest in capital expenditures and tenant improvements, which was approximately $2.2 million less than we invested during the three months ended March 31, 2025. For the remainder of 2026, we anticipate investing approximately $14.5 million for capital expenditures and tenant improvements. Capital expenditures and tenant improvements are funded by cash flows generated from operations during current or prior periods.
23
Cash Flow Analysis
Three Months Ended March 31,
Change
2026
2025
2026 vs. 2025
(Dollar amounts in thousands)
Net cash flows provided by operating activities
$
10,770
$
11,794
$
(1,024
)
Net cash flows used in investing activities
$
(2,927
)
$
(5,173
)
$
2,246
Net cash flows used in financing activities
$
(6,626
)
$
(4,986
)
$
(1,640
)
Operating activities
The decrease in cash from operating activities during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to timing of receipts from tenants.
Investing activities
Three Months Ended March 31,
Change
2026
2025
2026 vs. 2025
(Dollar amounts in thousands)
Capital expenditures
$
(2,927
)
$
(5,173
)
$
2,246
Net cash used in investing activities
$
(2,927
)
$
(5,173
)
$
2,246
The decrease in cash used in investing activities during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was due to a decrease in capital expenditures.
Financing activities
Three Months Ended March 31,
Change
2026
2025
2026 vs. 2025
(Dollar amounts in thousands)
Total net changes related to debt
$
(1,727
)
$
(88
)
$
(1,639
)
Distributions paid
(4,899
)
(4,898
)
(1
)
Net cash used in financing activities
$
(6,626
)
$
(4,986
)
$
(1,640
)
During the three months ended March 31, 2026, cash used related to debt increased $1.6 million from the three months ended March 31, 2025 primarily due to a $2.0 million paydown on the credit facility. During the three months ended March 31, 2026, we paid $4.9 million in distributions on our common stock. As noted herein, in connection with the board’s review of strategic alternatives, the DRP and SRP were both suspended effective October 1, 2024 and have been reinstated effective February 1, 2026. For the three months ended March 31, 2026, there were no share repurchases.
Although the DRP was reinstated effective February 1, 2026, stockholders were required to affirmatively elect reinvestment of any future distributions we may pay through the DRP. Since the reinstatement of the DRP, we have generated significantly lower proceeds than we generated prior to its suspension. There can be no assurance that future proceeds will be comparable to those generated before the suspension. In addition, the terms of the SRP were recently revised. Although shares were previously repurchased at a discount to the then-current Estimated Per Share NAV at the time of repurchase, under the Sixth SRP, to the extent the board authorizes repurchases during any particular period, the repurchase price will be equal to the then-current Estimated Per Share NAV for “Exceptional Repurchases” and equal to 80% of the then-current Estimated Per Share NAV for “Ordinary Repurchases” as those terms are defined in the SRP.
24
Distributions
Distributions when declared are paid quarterly in arrears. A summary of the distributions declared, distributions paid and cash flows provided by operations for the three months ended March 31, 2026 and 2025 follows (Dollar amounts in thousands except per share amounts):
Distributions Paid (1)
Three Months Ended March 31,
Distributions Declared
Distributions Declared Per Share
Cash
Reinvested via DRP
Total
Cash Flows From Operating Activities
2026
$
4,899
$
0.135600
$
4,899
$
—
$
4,899
$
10,770
2025
$
4,898
$
0.135600
$
4,898
$
—
$
4,898
$
11,794
(1)
Distributions were funded by cash flows from operating activities during the three months ended March 31, 2026 and 2025.
Results of Operations
This section describes and compares our results of operations for the three months ended March 31, 2026 and 2025. Dollar amounts are stated in thousands.
We generate our net operating income from property operations. All 52 investment properties we currently own were held for the entirety of both the three months ended March 31, 2026 and 2025.
Net operating income is a supplemental non-GAAP performance measure that we believe is useful to investors in measuring the operating performance of our property portfolio because our primary business is the ownership of real estate, and net operating income excludes various items included in GAAP net income that do not relate to, or are not indicative of, our property operating performance, such as depreciation and amortization and parent-level corporate expenses (including general and administrative expenses).
The following tables present the property net operating income prior to straight-line income (expense), net, amortization of intangibles, interest, and depreciation and amortization for the three months ended March 31, 2026 and 2025, along with a reconciliation to net loss, calculated in accordance with GAAP.
Comparison of the three months ended March 31, 2026 and 2025
Three Months Ended March 31,
2026
2025
Change
Rental income
$
38,291
$
38,252
$
39
Other property income
177
49
128
Total income
38,468
38,301
167
Property operating expenses
8,477
8,414
63
Real estate tax expense
4,711
4,504
207
Total property operating expenses
13,188
12,918
270
Property net operating income
25,280
25,383
(103
)
Straight-line income (expense), net
263
350
(87
)
Amortization of intangibles and lease incentives
9
(16
)
25
General and administrative expenses
(1,324
)
(1,924
)
600
Business management fee
(2,327
)
(2,242
)
(85
)
Depreciation and amortization
(14,294
)
(14,465
)
171
Interest expense
(9,894
)
(9,727
)
(167
)
Interest and other income
38
40
(2
)
Net loss
$
(2,249
)
$
(2,601
)
$
352
25
Net loss. Net loss was $2,249 and $2,601 for the three months ended March 31, 2026 and 2025, respectively.
Total property net operating income. During the three months ended March 31, 2026, property net operating income decreased $103, total property income increased $167, and total property operating expenses including real estate tax expense increased $270.
The increase in total property income is primarily due to an increase in base rent in new leases and step-up rent on existing leases. The increase in property operating expenses is primarily due to increases in the following: (i) $147 in repairs and maintenance expense due to the timing of projects, (ii) $88 in landscaping expense, (iii) $79 in utility expense, (iv) $59 in insurance expense, (v) $36 in direct recovery expenses and (vi) $35 in management fee and payroll expense, partially offset by a decrease of $411 in non-recoverable expenses.
Straight-line income (expense), net. Straight-line income (expense), net decreased $87 in 2026 compared to 2025. The decrease is primarily due to lower rent abatements in 2026.
Amortization of intangibles and lease incentives. Income from intangibles and lease incentives increased $25 in 2026 compared to 2025. The increase is primarily due to fully amortized acquired above market leases.
General and administrative expenses. General and administrative expenses decreased $600 in 2026 compared to 2025. The decrease is primarily due to professional fees incurred in connection with the review of strategic alternatives in 2025 that did not recur in 2026.
Business management fee. Business management fees increased $85 in 2026 compared to 2025. The increase is primarily due to a reduction in amounts paid to Mr. Zalatoris in 2026 under the CEO agreement, which had previously reduced our payment under the Business Management Agreement on a dollar-for-dollar basis. Because we do not reimburse the Business Manager for any amounts it pays to Mr. Michael, our newly elected president and chief executive officer, effective February 2, 2026, the fee that we pay to the Business Manager is no longer reduced, resulting in increased fees in 2026.
Depreciation and amortization. Depreciation and amortization decreased $171 in 2026 compared to 2025. The decrease is primarily due to a larger amount of fully amortized assets in 2026 compared to 2025.
Interest expense. Interest expense increased $167 in 2026 compared to 2025. The increase is primarily due to higher average borrowings and higher average interest rate.
Interest and other income. Interest and other income decreased $2 in 2026 compared to 2025.
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Estimates
“Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 11, 2026, contains a description of our critical accounting estimates. There have been no changes to our critical accounting estimates during the three months ended March 31, 2026.
26
Leasing Activity
The following table sets forth leasing activity during the three months ended March 31, 2026. Leases with terms of less than 12 months have been excluded from the table.
Number of Leases Signed
Gross Leasable Area
New Contractual Rent per Square Foot
Prior Contractual Rent per Square Foot
% Change over Prior Annualized Base Rent
Weighted Average Lease Term
Tenant Allowances per Square Foot
Comparable Renewal Leases
16
149,338
$
10.54
$
9.88
6.6
%
4.6
$
—
Comparable New Leases
5
15,626
$
32.75
$
32.23
1.6
%
7.0
$
26.76
Non-Comparable New and Renewal Leases (a)
4
11,931
$
26.95
N/A
N/A
1.0
$
—
Total
25
176,895
(a)
Includes leases signed on units that were vacant for over 12 months, leases signed without fixed rent amounts and leases signed where the previous and current lease do not have similar lease structures.
Non-GAAP Financial Measures
Accounting for real estate assets in accordance with GAAP assumes the value of real estate assets is reduced over time due primarily to non-cash depreciation and amortization expense. Because real estate values may rise and fall with market conditions, operating results from real estate companies that use GAAP accounting may not present a complete view of their performance. We use Funds from Operations, or “FFO”, a widely accepted metric to evaluate our performance. FFO provides a supplemental measure to compare our performance and operations to other REITs. Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts, or “NAREIT”, has promulgated a standard known as FFO, which it believes more accurately reflects the operating performance of a REIT. On November 7, 2018, NAREIT’s Executive Board approved the White Paper restatement, effective December 15, 2018. The purpose of the restatement was not to change the fundamental definition of FFO but to clarify existing guidance. The restated definition of FFO by NAREIT is net income (loss) computed in accordance with GAAP, excluding depreciation and amortization related to real estate, excluding gains (or losses) from sales of certain real estate assets, excluding impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate and excluding gains and losses from change in control. We have adopted the restated NAREIT definition for computing FFO. Previously presented periods were not impacted.
Under GAAP, acquisition related costs are treated differently if the acquisition is a business combination or an asset acquisition. An acquisition of a single property will likely be treated as an asset acquisition as opposed to a business combination and acquisition related costs will be capitalized rather than expensed when incurred. Publicly registered, non-listed REITs typically engage in a significant amount of acquisition activity in the early years of their operations, and thus incur significant acquisition related costs, during these initial years. Although other start up entities may engage in significant acquisition activity during their initial years, publicly registered, non-listed REITs are unique in that they typically have a limited timeframe during which they acquire a significant number of properties and thus incur significant acquisition related costs. Due to the above factors and other unique features of publicly registered, non-listed REITs, the Institute for Portfolio Alternatives, or “IPA”, an industry trade group, published a standardized measure known as Modified Funds from Operations, or “MFFO”, which the IPA has promulgated as a supplemental measure for publicly registered non-listed REITs and which may be another appropriate supplemental measure to reflect the operating performance of a non-listed REIT. We believe it is appropriate to use MFFO as a supplemental measure of operating performance because we believe that, when compared year-over-year, it reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.
MFFO excludes expensed costs associated with investing activities, some of which are acquisition related costs that affect our operations only in periods in which properties are acquired, and other non-operating items that are included in FFO, such as straight-lining of rents as required by GAAP. By excluding costs that we consider more reflective of acquisition activities and other non-operating items, the use of MFFO provides another measure of our operating performance once our portfolio is stabilized. Because MFFO may be a recognized measure of operating performance within the non-listed REIT industry, MFFO and the adjustments used to calculate it may be useful in order to evaluate our performance against other non-listed REITs. Like FFO, MFFO is not equivalent to our net income or loss as determined under GAAP, as detailed in the table below, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we continue to acquire a significant amount of properties. MFFO should only be used as a measurement of our operating performance while we are acquiring a significant amount of properties because it excludes, among other things, acquisition costs incurred during the periods in which properties were acquired.
27
We believe our definition of MFFO, a non-GAAP measure, is consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, or the “Practice Guideline,” issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income: acquisition fees and expenses; amounts relating to straight-line rents and amortization of above and below market lease assets and liabilities, accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income; nonrecurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis.
Our presentation of FFO and MFFO may not be comparable to other similarly titled measures presented by other REITs. We believe that the use of FFO and MFFO provides a more complete understanding of our operating performance to stockholders and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs. Neither FFO nor MFFO is intended to be an alternative to “net income” or to “cash flows from operating activities” as determined by GAAP as a measure of our capacity to pay distributions. Management uses FFO and MFFO to compare our operating performance to that of other REITs and to assess our operating performance.
Our FFO and MFFO for the three months ended March 31, 2026 and 2025 are calculated as follows:
Three Months Ended March 31,
2026
2025
(Dollar amounts in thousands)
Net loss
$
(2,249
)
$
(2,601
)
Add:
Depreciation and amortization related to investment properties
14,294
14,465
Funds from operations (FFO)
12,045
11,864
Less:
Amortization of acquired lease intangibles, net
(71
)
(33
)
Straight-line (income) expense, net
(263
)
(350
)
Modified funds from operations (MFFO)
$
11,711
$
11,481
Subsequent Events
For information related to subsequent events, reference is made to Note 15 – “Subsequent Events” which is included in our March 31, 2026 Notes to Consolidated Financial Statements in Item 1.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
We are exposed to various market risks, including those caused by changes in interest rates and commodity prices. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and commodity prices. We do not enter into derivatives or other financial instruments for trading or speculative purposes. We have entered into, and may continue to enter into, financial instruments to manage and reduce the impact of changes in interest rates. The counterparties are, and are expected to continue to be, major financial institutions.
Interest Rate Risk
We are exposed to interest rate changes primarily as a result of long-term debt and the Revolving Credit Facility used to purchase properties or other real estate assets and to fund capital expenditures.
As of March 31, 2026, we had outstanding debt of $840 million, excluding unamortized debt issuance costs, bearing interest rates ranging from 4.24% to 5.58% per annum. The weighted average interest rate was 4.66% per annum, which includes the effect of interest rate swaps. As of March 31, 2026, the weighted average years to maturity for our Credit Facility payable was 3.0 years.
As of March 31, 2026, we had $315 million of debt or 38% of our total debt, excluding unamortized debt issuance costs, bearing interest at variable rates with a weighted average interest rate equal to 5.56% per annum. We had additional variable rate debt subject to swap agreements of $525 million, or 62% of our total debt, excluding unamortized debt issuance costs, as of March 31, 2026.
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If interest rates on all debt which bears interest at variable rates as of March 31, 2026 increased by 1% (100 basis points), the increase in interest expense would decrease earnings and cash flows by $3.2 million annually. If interest rates on all debt which bears interest at variable rates as of March 31, 2026 decreased by 1% (100 basis points), the decrease in interest expense would increase earnings and cash flows by $3.2 million annually.
Regarding variable rate financing, our management assesses our interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We utilize risk management control systems implemented by our Business Manager to monitor interest rate cash flow risk attributable to both of our outstanding or forecasted debt obligations as well as our potential offsetting hedge positions.
We use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets. Derivative instruments may include interest rate swap contracts, interest rate cap or floor contracts, futures or forward contracts, options or repurchase agreements. Our actual hedging decisions are determined considering the facts and circumstances existing at the time of the hedge. We have used derivative financial instruments, specifically interest rate swap contracts, to hedge against interest rate fluctuations on variable rate debt, which exposes us to both credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us because the counterparty may not perform. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. We seek to manage the market risk associated with interest-rate contracts by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. There is no assurance we will be successful.
Derivatives
For information related to derivatives, reference is made to Note 7–“Debt and Derivative Instruments” which is included in our March 31, 2026 Notes to Consolidated Financial Statements in Item 1.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management has evaluated, with the participation of our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the principal executive and principal financial officers have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) or Rule 15d-15(f)) during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II - Other Information
Item 1. Legal Proceedings
We are not a party to, and none of our properties are subject to, any material pending legal proceedings.
Item 1A. Risk Factors
There are no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Repurchases of Securities
Recent Sales of Unregistered Equity Securities
During the quarter covered by this report, we did not sell any equity securities that were not registered under the Securities Act.
Share Repurchase Program
We did not repurchase any shares through the SRP during the three months ended March 31, 2026.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
Trading Arrangements
During the three months ended March 31, 2026, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 6. Exhibits
The exhibits filed in response to Item 601 of Regulation S-K are listed on the Exhibit Index attached hereto and are incorporated herein by reference.
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
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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 thereunto duly authorized.