Inland Real Estate Income Trust Inc.

05/06/2026 | Press release | Distributed by Public on 05/06/2026 11:36

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

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.

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

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.

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.

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

Gross Leasable
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.

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.

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.

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.

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

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.

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.

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.

Inland Real Estate Income Trust Inc. published this content on May 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 06, 2026 at 17:36 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]