Material Event (Form 8-K)

Item 8.01. Other Events.

On September 1, 2026, Highlands REIT, Inc. ("Highlands," the "Company," "we," "us" or "our") announced that it is commencing a self-tender offer (the "Offer") to purchase for cash up to $25.0 million in value of shares of the Company's common stock, par value $0.01 per share (the "Shares").

In accordance with the terms and subject to the conditions of the offer to purchase (the "Offer to Purchase") and letter of transmittal (the "Letter of Transmittal") applicable to the Offer, Highlands is offering to purchase up to 125,000,000 Shares at a purchase price equal to $0.20 per Share (the "Purchase Price"), net to the seller in cash, less any applicable withholding taxes and without interest. Highlands expects to fund the Offer with cash on hand.

The Offer will expire at 11:59 P.M., New York City time, on September 29, 2026, unless the Offer is extended or withdrawn (such time and date, as they may be extended, the "Expiration Date"). Upon expiration, payment for the shares of common stock accepted for purchase under the Offer will occur promptly in accordance with applicable law.

If less than 125,000,000 Shares are properly tendered and not properly withdrawn, the Company will buy all Shares properly tendered and not properly withdrawn. If more than 125,000,000 Shares (or such greater amount as the Company may elect to buy, subject to applicable law) are properly tendered and not properly withdrawn prior to the Expiration Date, the Company will purchase shares in the following order of priority: (a) first, the Company will purchase all Shares tendered by any "odd lot holder" (a holder of fewer than 100 Shares) (an "Odd Lot Holder") who: (1) either (i) properly completes and submits the Letter of Transmittal and the related Odd Lot Certification Form or (ii) electronically completes and submits the information requested on the Company's secured, online portal at https://www.computershareCAS.com/Highlands2; and (2) properly tenders all Shares owned beneficially or of record by the Odd Lot Holder and does not properly withdraw this tender; and (b) second, the Company will purchase all other Shares properly tendered and not properly withdrawn on a pro rata basis, with appropriate adjustments to avoid purchases of fractional Shares, as described below, until the Company has purchased up to 125,000,000 Shares. The Company will have the ability to increase the number of Shares purchased by up to 2% of the outstanding Shares without amending or extending the Offer which, if we do so, could result in the number of Shares accepted for payment in the Offer increasing by up to approximately 14,453,024 Shares without amending or extending the Offer in accordance with rules promulgated by the Securities and Exchange Commission (the "SEC"). As a result, it is possible that not all Shares tendered by a stockholder will be purchased.

The Company's board of directors has approved the Offer. None of the Company, its board of directors, Computershare Trust Company, N.A. in its capacity as Depositary and Paying Agent, nor Georgeson LLC in its capacity as Information Agent, or any of their respective affiliates, has made or is making any recommendation to any stockholder as to whether to tender or refrain from tendering Shares. Each stockholder must make his, her or its own decision whether to tender Shares and how many Shares to tender.

Any questions or requests for assistance may be directed to Georgeson LLC, the Information Agent for the Offer, by telephone toll-free at (833) 363-3589 within the United States, U.S. territories and Canada, or at +1 (516) 415-1586 outside the United States, U.S. territories and Canada. Requests for copies of the Offer to Purchase, the Letter of Transmittal or other tender offer materials may also be directed to Georgeson LLC, and such copies will be furnished promptly at the Company's expense. Stockholders may also contact their broker-dealer, commercial bank, trust company, custodian or other nominee for assistance concerning the Offer.