inreit-20251231

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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. ☒

Invesco Real Estate Income Trust Inc. (referred to herein as the “Company,” “we,” “our,” or “us”) is filing this Current Report on Form 8-K in order to provide an update regarding our net asset value (“NAV”) and our assets and activities.

The transaction price for each share class is equal to such share class's NAV per share as of December 31, 2025. A detailed calculation of the NAV per share is set forth below.

We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.inreit.com and is made available on our toll-free, automated telephone line at 833-834-4924. The Adviser is ultimately responsible for determining our NAV. Our properties have been appraised and our commercial mortgage loans and debt have been valued in accordance with our valuation guidelines and such appraisals and valuations were prepared or reviewed by our independent valuation advisors. We have included a breakdown of the components of total NAV and NAV per share for December 31, 2025.

Our total NAV presented in the following tables includes the aggregate NAV of our Class T, Class S, Class D, Class I, Class E, Class N, Class S-PR and Class K-PR shares. The following table provides a breakdown of the major components of our total NAV as of December 31, 2025:


$ in thousands, except share data
Components of NAV	December 31, 2025
Investments in real estate	$	1,006,986
Investments in unconsolidated entities	157,442
Investments in real estate-related securities	33,259
Investments in commercial loans	95,335
Investment in affiliated fund	12,545
Cash and cash equivalents	25,578
Restricted cash	1,954
Other assets	2,230
Mortgage notes, revolving credit facility, secured lending agreement and financing obligation, net	(394,425)
Subscriptions received in advance	(401)
Other liabilities	(20,574)
Accrued performance participation allocation	(151)
Management fee payable	(626)
Accrued stockholder servicing fees	(17)
Non-controlling interests in joint-ventures	(286,572)


Net asset value	$	632,563
Number of outstanding shares	23,183,377


in thousands, except share data
NAV Per Share	Class T Shares		Class S Shares		Class D Shares		Class I Shares		Class E Shares		Class N Shares		Class S-PR Shares		Class K-PR Shares		Total
Net asset value	$	7,085	$	12,565	$	13,402	$	105,654	$	36,372	$	420,456	$	24,474	$	12,555	$	632,563
Number of outstanding shares	271,887		480,891		513,924		4,029,060		1,293,308		15,222,610		906,613		465,084		23,183,377
NAV Per Share as of December 31, 2025	$	26.0583	$	26.1285	$	26.0768	$	26.2231	$	28.1231	$	27.6205	$	26.9953	$	26.9959

We include no discounts to our NAV for the illiquid nature of our shares, including the limitations on our stockholders’ ability to sell shares under our share repurchase plan and our ability to suspend our share repurchase plan at any time. Our NAV generally does not consider exit costs (e.g., selling costs and commissions and debt prepayment penalties related to the sale of a property) that would likely be incurred if our assets and liabilities were liquidated or sold. While we may use market pricing concepts to value individual components of our NAV, our NAV per share is not derived from the market pricing information of open-end real estate funds listed on stock exchanges.

Our NAV is not a representation, warranty or guarantee that (1) a stockholder would be able to realize the NAV per shares for the shares a stockholder owns if the stockholder attempts to sell its shares; (2) a stockholder would ultimately realize distributions per share equal to the NAV per share upon liquidation of our assets and settlement of our liabilities or a sale of our company; (3) shares of our common stock would trade at their NAV per share on a national securities exchange; (4) a third party would offer the NAV per share for each class of shares in an arm’s-length transaction to purchase all or substantially all of the shares; or (5) the NAV per share would equate to a market price of an open-ended real estate fund.

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the December 31, 2025 valuations, based on property types.


Property Type	Discount Rate	Exit Capitalization Rate
Healthcare	7.3%	5.8%
Office	9.0%	7.3%
Industrial	7.9%	5.9%
Self-Storage	7.6%	5.8%
Multifamily	7.5%	5.5%
Student Housing	7.8%	5.8%
Retail	8.4%	7.3%
Manufactured Housing Community	10.0%	5.7%

These assumptions are determined by our independent valuation advisor and reviewed by the Adviser. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:


		Investment Values
Input	Hypothetical Change	Healthcare	Office	Industrial	Self-Storage	Multifamily	Student Housing	Retail	Manufactured Housing Community
Discount Rate (weighted average)	0.25% decrease	1.9%	1.8%	2.0%	1.9%	1.9%	1.9%	1.8%	1.9%
Discount Rate (weighted average)	0.25% increase	(1.9)%	(1.7)%	(1.9)%	(1.9)%	(1.9)%	(1.8)%	(1.8)%	(1.9)%
Exit Capitalization Rate (weighted average)	0.25% decrease	2.8%	2.1%	2.9%	2.7%	2.9%	2.7%	1.9%	3.0%
Exit Capitalization Rate (weighted average)	0.25% increase	(2.6)%	(1.9)%	(2.7)%	(2.5)%	(2.7)%	(2.5)%	(1.8)%	(2.7)%

As of December 31, 2025, our direct real estate investments include 68 real estate properties totaling approximately 10.8 million square feet located in 30 markets throughout the U.S., with a weighted average occupancy rate of 94%. As of December 31, 2025, our leverage ratio was 28%.

On December 30, 2025, we acquired a 100% interest in Elizabeth on Seventh, a 95% occupied, 2022‑vintage mixed‑use property consisting of boutique office and retail space totaling 100,537 square feet. The property is located in Charlotte, North Carolina, and was acquired for a purchase price of $58.2 million, inclusive of acquisition‑related costs.

On January 9, 2026, we originated the Sync DFW Multifamily Portfolio Loan, a floating-rate loan secured by two multifamily properties located in Dallas, Texas, with a total commitment of $114.0 million. The loan was originated with an initial term of two years, with three 12-month extension options.

Quarter-to-date through December 31, 2025, we raised gross proceeds of $66.5 million in our registered and private offerings, including sales through our DST Program and reinvestments under our distribution reinvestment plan. The aggregate dollar amount of common stock repurchases requested for October, November and December was $3.9 million. We fulfilled all repurchase requests that were made.


$ in thousands	Number of Properties / Instruments	Square Feet / Units / Beds / Lots	Occupancy Rate	Gross Asset Value(1)		Percentage of Gross Asset Value(2)
Industrial	14	2,354,624 sq. ft.	85%	$	297,176	26%
Healthcare	20	1,030,397 sq. ft.	94%	170,255		15%
Multifamily	3	739 units	95%	169,324		15%
Student Housing	1	833 beds	91%	116,065		10%
Office	2	181,517 sq. ft.	96%	86,044		7%
Self-Storage	8	463,395 sq. ft.	87%	82,340		7%
Real Estate Debt	4	N/A	N/A	71,448		6%
Grocery-Anchored Retail	1	122,308 sq. ft.	100%	60,347		5%
Manufactured Housing Community	5	383 lots	93%	40,065		3%
Other(3)	14	4,857,674 sq. ft.	94%	55,169		5%
Total	72			$	1,148,233	100%

(1)Based on fair value as of December 31, 2025. Gross Asset Value consists of $851.4 million of our allocable share of consolidated real estate properties and $225.4 million of our allocable share of the gross real estate value held by unconsolidated entities, in each case excluding the value of any third-party interests in such real estate investments. For Real Estate Debt, Gross Asset Value includes investments in commercial mortgages, the investment in an affiliated debt fund and unconsolidated preferred equity.

(2)Percentage of gross asset value is measured as the asset value of real estate investments for each category (Healthcare, Industrial, Office, Multifamily, Grocery-Anchored Retail, Self-Storage, Student Housing, Private Real Estate Debt, Manufactured Housing Community, Other) against the total asset value of all real estate investments, excluding the value of any third-party interests and secured lending agreements in such real estate investments.

Market Diversification. The following table sets forth the top five geographic allocations of our direct real estate portfolio based on fair values as of December 31, 2025:


$ in thousands	Number of Properties	Gross Asset Value in Real Estate Properties(1)		Percentage of Gross Asset Value
Northeast	7	$	214,178	20%
Mountain	8	188,778		18%
Southeast	17	175,567		16%
Pacific	13	141,950		13%
Mideast	5	125,079		12%
Other	18	231,233		21%
	68	$	1,076,785	100%

Lease Expirations. As of December 31, 2025, the weighted-average remaining term of our total leased commercial portfolio was approximately 5.4 years based on leased square footage, excluding renewal options. The following schedule details the expiring leases at our consolidated office, industrial, and grocery-anchored retail properties, as well as our unconsolidated healthcare properties by square footage as of December 31, 2025. The table below excludes our self-storage, multifamily, manufactured housing and student housing properties as substantially all leases at such properties expire within 12 months.


Year	Number of Expiring Leases	Square Feet(1)	% of Total Square Feet Expiring
2026	50	347,246	13%
2027	35	333,875	13%
2028	39	85,867	3%
2029	37	538,007	20%
2030	37	209,424	8%
2031	12	117,584	4%
2032	16	77,809	3%
2033	13	42,587	2%
2034	16	324,662	12%
2035	12	406,707	15%
Thereafter	26	176,367	7%
Total	293	2,660,135	100%

The information disclosed in the last paragraph under the heading “Update on Our Assets and Activities” and under the heading “Update on Portfolio” under this Item 8.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))