Filed Pursuant to Rule 424(b)(3)
Registration No. 333-283571
JLL INCOME PROPERTY TRUST, INC.
SUPPLEMENT NO. 3 DATED MAY 8, 2026
TO THE PROSPECTUS DATED APRIL 17, 2026
This supplement No. 3 is part of the prospectus of JLL Income Property Trust, Inc. and should be read in conjunction with the prospectus. Terms used in this supplement No. 3 and not otherwise defined herein have the same meanings as set forth in our prospectus and any supplements thereto. The purpose of this supplement is to disclose:
•the status of our offering; and
•our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
Status of the Offering
On June 6, 2025, our Third Extended Public Offering was terminated and we commenced our Fourth Extended Public Offering of up to $1,500,000,000, in shares of which $1,200,000,000 in shares can be issued pursuant to our primary offering and $300,000,000 in shares can be issued pursuant to our distribution reinvestment plan.
As of May 8, 2026, we have received aggregate gross proceeds of approximately $85,500,000 including $23,902,000 from the sale of 2,087,954 Class A shares, $6,965,000 from the sale of 615,498 Class M shares, $1,026,000 from the sale of 91,176 Class A-I shares, and $53,607,000 from the sale of 4,716,915 Class M-I shares pursuant to our primary offering. There were $1,114,500,000 in shares of our common stock in our primary offering available for sale. As of May 8, 2026, we have received approximately $79,522,000 pursuant to our distribution reinvestment plan, including $30,704,000 from the sale of 2,725,524 Class A shares, $8,644,000 from the sale of 766,316 Class M shares, $1,130,000 from the sale of 100,062 Class A-I shares, and $39,044,000 from the sale of 3,463,790 Class M-I shares. There were $220,478,000 in shares of our common stock available for sale pursuant to our distribution reinvestment plan.
We are structured as an institutionally managed, daily valued perpetual-life REIT. This means that, subject to regulatory approval of our filing for additional offerings, we plan to sell shares of our common stock on a continuous basis and for an indefinite period of time. We will endeavor to take all reasonable actions to avoid interruptions in the continuous offering of our shares of common stock. There can be no assurance, however, that we will not need to suspend our continuous offering. The offering must be registered in every state in which we offer or sell shares. Generally, such registrations are for a period of one year. Thus, we may have to stop selling shares in any state in which our registration is not renewed or otherwise extended annually. We reserve the right to terminate this offering at any time and to extend our offering term to the extent permissible under applicable law.
Since the beginning of 2012, we raised a total of approximately $7,141,244,000 through our ongoing public and various private offerings, as well as our distribution reinvestment plan. As of May 8, 2026, our total Company NAV across all share classes was approximately $2,328,494,000.
Quarterly Report on Form 10-Q
The prospectus is hereby supplemented with the Quarterly Report on Form 10-Q, excluding exhibits, for the quarter ended March 31, 2026 that was filed with the SEC on May 7, 2026, a copy of which is attached to this supplement as Appendix A.
Appendix A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 10-Q
_________________________________
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2026
OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number: 000-51948
_________________________________
JLL Income Property Trust, Inc.
(Exact name of registrant as specified in its charter)
_________________________________
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Maryland
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20-1432284
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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333 West Wacker Drive, Chicago IL, 60606
(Address of principal executive offices, including Zip Code)
(312) 897-4000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_________________________________
Securities registered pursuant to Section 12(b) of the Act: 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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☑
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 ☑
The number of shares of the registrant's common stock, $0.01 par value, outstanding on May 6, 2026 were 75,381,292 shares of Class A common stock, 18,789,890 shares of Class M common stock, 2,789,761 shares of Class A-I common stock, 96,340,976 shares of Class M-I common stock, 11,133,373 shares of Class N common stock, 1,321,510 shares of Class S common stock, 0 shares of Class D common stock, 904,454 shares of Class I common stock and 0 shares of Class Z common stock.
JLL Income Property Trust, Inc.
INDEX
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PAGE
NUMBER
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Part I - FINANCIAL INFORMATION
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Item 1. Financial Statements
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3
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Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025
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3
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Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2026 and 2025 (unaudited)
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4
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Consolidated Statements of Equity for the three months ended March 31, 2026 and 2025 (unaudited)
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5
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Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)
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6
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Notes to Consolidated Financial Statements (unaudited)
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7
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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25
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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44
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Item 4. Controls and Procedures
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45
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Part II - OTHER INFORMATION
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Item 1. Legal Proceedings
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46
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Item 1A. Risk Factors
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46
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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46
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Item 3. Defaults Upon Senior Securities
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46
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Item 4. Mine Safety Disclosures
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47
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Item 5. Other Information
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47
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Item 6. Exhibits
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48
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SIGNATURES
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48
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2
Item 1. Financial Statements.
JLL Income Property Trust, Inc.
CONSOLIDATED BALANCE SHEETS
$ in thousands, except per share amounts
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March 31, 2026
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December 31, 2025
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ASSETS
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(Unaudited)
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Investments in real estate:
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Land
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$
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842,830
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$
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831,442
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Buildings and equipment
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4,568,035
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4,547,886
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Less accumulated depreciation
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(586,129)
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(555,458)
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Net property and equipment
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4,824,736
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4,823,870
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Investments in unconsolidated real estate affiliates
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111,382
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137,280
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Real estate fund investments
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59,062
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58,721
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Investments in real estate and other assets held for sale, net
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961
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78,145
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Net investments in real estate
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4,996,141
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5,098,016
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Mortgage notes receivable
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32,185
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32,192
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Cash and cash equivalents
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110,708
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103,397
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Restricted cash
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48,927
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48,974
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Tenant accounts receivable, net
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6,952
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9,183
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Deferred expenses, net
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28,433
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28,740
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Acquired intangible assets, net
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224,943
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225,684
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Deferred rent receivable, net
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52,575
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50,645
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Prepaid expenses and other assets
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28,752
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30,548
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TOTAL ASSETS
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$
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5,529,616
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$
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5,627,379
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LIABILITIES AND EQUITY
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Mortgage notes and other debt payable, net
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$
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1,856,099
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$
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1,930,111
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Liabilities held for sale
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-
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37,556
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Accounts payable and other accrued expenses
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83,845
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79,484
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Financing obligation
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1,250,228
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1,271,410
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Accrued offering costs
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207,541
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204,300
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Distributions payable
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26,565
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-
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Accrued interest
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5,150
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6,156
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Accrued real estate taxes
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16,009
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16,832
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Advisor fees payable
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3,539
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3,549
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Acquired intangible liabilities, net
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38,191
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38,809
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TOTAL LIABILITIES
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3,487,167
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3,588,207
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Commitments and contingencies
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-
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-
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Redeemable noncontrolling interests
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29,294
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29,572
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Redeemable equity
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97,993
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98,168
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Equity:
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Common stock: $0.01 par value per share (Note 7)
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1,993
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2,033
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Additional paid-in capital (net of offering costs of $387,678 and $379,028 as of March 31, 2026 and December 31, 2025, respectively)
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2,522,609
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2,546,562
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Distributions to stockholders
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(1,102,807)
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(1,071,835)
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Accumulated deficit
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(115,622)
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(132,496)
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Total JLL Income Property Trust, Inc. stockholders' equity
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1,306,173
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1,344,264
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Noncontrolling interests
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608,989
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567,168
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Total equity
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1,915,162
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1,911,432
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TOTAL LIABILITIES AND EQUITY
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$
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5,529,616
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$
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5,627,379
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See notes to consolidated financial statements.
3
JLL Income Property Trust, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
$ in thousands, except share and per share amounts
(Unaudited)
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Three Months Ended March 31, 2026
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Three Months Ended March 31, 2025
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Revenues:
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Rental revenue
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$
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114,649
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$
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96,510
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Other revenue
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5,473
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3,028
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Interest on mortgage notes receivable
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540
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2,533
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Total revenues
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120,662
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102,071
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Operating expenses:
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Real estate taxes
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16,326
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14,128
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Property operating
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21,092
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17,985
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Property general and administrative
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821
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1,071
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Advisor fees
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10,321
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9,834
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Company level expenses
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2,661
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1,898
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Depreciation and amortization
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44,227
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34,734
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Total operating expenses
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95,448
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79,650
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Other income (expenses):
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Interest expense, net
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(17,230)
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(26,975)
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Unrealized loss on financial obligation
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(17,877)
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(7,132)
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(Loss) income from unconsolidated real estate affiliates and fund investments
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(548)
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2,483
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Gain on disposition of property and extinguishment of debt, net
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13,150
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2,434
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Gain on sale of unconsolidated real estate affiliate
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20,949
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-
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Total other income and (expenses)
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(1,556)
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|
(29,190)
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Net income (loss)
|
23,658
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(6,769)
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Less: Net (income) loss attributable to the noncontrolling interests
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(6,784)
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|
1,221
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Net income (loss) attributable to JLL Income Property Trust, Inc.
|
$
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16,874
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$
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(5,548)
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Net income (loss) attributable to JLL Income Property Trust, Inc. per share-basic:
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Class A
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$
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0.08
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$
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(0.02)
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Class M
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0.08
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(0.02)
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Class A-I
|
0.08
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(0.02)
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Class M-I
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0.08
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(0.02)
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Class I
|
0.09
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-
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Class N
|
0.08
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(0.02)
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Class S
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0.09
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-
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|
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Weighted average common stock outstanding-basic
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209,490,435
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224,975,230
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See notes to consolidated financial statements.
4
JLL Income Property Trust, Inc.
CONSOLIDATED STATEMENTS OF EQUITY
$ in thousands, except per share amounts (Unaudited)
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Common Stock
|
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Additional Paid-in Capital
|
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Distributions to
Stockholders
|
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Accumulated Deficit
|
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Noncontrolling
Interests
|
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Total
Equity
|
|
Shares
|
|
Amount
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|
Balance, January 1, 2025
|
218,988,562
|
|
|
$
|
2,190
|
|
|
$
|
2,652,581
|
|
|
$
|
(944,253)
|
|
|
$
|
(106,688)
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|
|
$
|
399,987
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|
|
$
|
2,003,817
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|
|
Issuance and conversion of common stock
|
13,572,179
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|
|
135
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|
|
155,539
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|
|
-
|
|
|
-
|
|
|
-
|
|
|
155,674
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|
|
Repurchase of shares
|
(8,445,514)
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|
(84)
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|
|
(97,055)
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|
|
-
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|
|
-
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|
|
-
|
|
|
(97,139)
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|
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Offering costs
|
-
|
|
|
-
|
|
|
(4,007)
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|
|
-
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|
|
-
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|
|
-
|
|
|
(4,007)
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|
|
Stock based compensation
|
30,675
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|
|
-
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|
350
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|
-
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-
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|
-
|
|
|
350
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|
|
Net loss ($158 gain allocated to redeemable noncontrolling interests)
|
-
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|
|
-
|
|
|
-
|
|
|
-
|
|
|
(5,548)
|
|
|
(1,379)
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|
|
(6,927)
|
|
|
Cash contributions from noncontrolling interests
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
125
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|
|
125
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|
|
Repurchase of OP units
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(14,561)
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|
|
(14,561)
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|
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Adjustment of noncontrolling interests
|
-
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|
|
-
|
|
|
(7,168)
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|
|
-
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|
|
-
|
|
|
7,168
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|
|
-
|
|
|
Cash distributed to noncontrolling interests
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(7,724)
|
|
|
(7,724)
|
|
|
Allocation to redeemable noncontrolling interests and equity
|
-
|
|
|
-
|
|
|
16
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|
|
-
|
|
|
-
|
|
|
-
|
|
|
16
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|
|
Distributions declared per share ($0.158)
|
-
|
|
|
-
|
|
|
-
|
|
|
(32,757)
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|
|
-
|
|
|
-
|
|
|
(32,757)
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|
|
Balance, March 31, 2025
|
224,145,902
|
|
|
$
|
2,241
|
|
|
$
|
2,700,256
|
|
|
$
|
(977,010)
|
|
|
$
|
(112,236)
|
|
|
$
|
383,616
|
|
|
$
|
1,996,867
|
|
|
Balance, January 1, 2026
|
203,294,060
|
|
|
$
|
2,033
|
|
|
$
|
2,546,562
|
|
|
$
|
(1,071,835)
|
|
|
$
|
(132,496)
|
|
|
$
|
567,168
|
|
|
$
|
1,911,432
|
|
|
Issuance and conversion of common stock
|
4,045,724
|
|
|
40
|
|
|
45,512
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
45,552
|
|
|
Repurchase of shares
|
(8,025,321)
|
|
|
(80)
|
|
|
(90,121)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(90,201)
|
|
|
Offering costs
|
-
|
|
|
-
|
|
|
(8,650)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(8,650)
|
|
|
Stock based compensation
|
13,145
|
|
|
-
|
|
|
148
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
148
|
|
|
Net income ($22 loss allocated to redeemable noncontrolling interests)
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
16,874
|
|
|
6,806
|
|
|
23,680
|
|
|
Issuance of OP units
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
96,018
|
|
|
96,018
|
|
|
Repurchase of OP units
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(18,883)
|
|
|
(18,883)
|
|
|
Adjustment of noncontrolling interests
|
-
|
|
|
-
|
|
|
29,095
|
|
|
-
|
|
|
-
|
|
|
(29,095)
|
|
|
-
|
|
|
Cash distributed to noncontrolling interests
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(13,025)
|
|
|
(13,025)
|
|
|
Allocation to redeemable noncontrolling interests and equity
|
-
|
|
|
-
|
|
|
63
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
63
|
|
|
Distributions declared per share ($0.158)
|
-
|
|
|
-
|
|
|
-
|
|
|
(30,972)
|
|
|
-
|
|
|
-
|
|
|
(30,972)
|
|
|
Balance, March 31, 2026
|
199,327,608
|
|
|
$
|
1,993
|
|
|
$
|
2,522,609
|
|
|
$
|
(1,102,807)
|
|
|
$
|
(115,622)
|
|
|
$
|
608,989
|
|
|
$
|
1,915,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
5
JLL Income Property Trust, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
$ in thousands, except per share amounts (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2026
|
|
Three Months Ended March 31, 2025
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
Net income (loss)
|
23,658
|
|
|
$
|
(6,769)
|
|
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
Depreciation and amortization
|
44,535
|
|
|
34,737
|
|
|
Gain on disposition of property and extinguishment of debt
|
(34,099)
|
|
|
(2,434)
|
|
|
Straight line rent
|
(1,930)
|
|
|
(1,956)
|
|
|
Loss from unconsolidated real estate affiliates and fund investments
|
548
|
|
|
(2,483)
|
|
|
Distributions received from unconsolidated real estate affiliates and fund investments
|
1,922
|
|
|
6,563
|
|
|
Non-cash interest income related to the DST Program, net
|
2,207
|
|
|
(520)
|
|
|
Net changes in assets, liabilities and other
|
(3,066)
|
|
|
13,309
|
|
|
Net cash provided by operating activities
|
33,775
|
|
|
40,447
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
Purchase of real estate investments
|
(32,154)
|
|
|
(54,935)
|
|
|
Proceeds from sales of real estate investments
|
90,118
|
|
|
15,555
|
|
|
Proceeds from sales of unconsolidated real estate affiliates
|
43,495
|
|
|
-
|
|
|
Capital improvements and lease commissions
|
(11,396)
|
|
|
(12,339)
|
|
|
Investment in unconsolidated real estate affiliates and fund investments
|
(1,030)
|
|
|
-
|
|
|
Distributions from unconsolidated real estate affiliates
|
-
|
|
|
256
|
|
|
Net cash provided (used in) by investing activities
|
89,033
|
|
|
(51,463)
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
Issuance of common stock
|
32,409
|
|
|
142,617
|
|
|
Proceeds from DST Program
|
72,896
|
|
|
125,785
|
|
|
Repurchase of shares
|
(83,661)
|
|
|
(93,992)
|
|
|
Offering costs
|
(5,409)
|
|
|
(5,580)
|
|
|
Distributions to stockholders
|
-
|
|
|
(13,107)
|
|
|
Distributions paid to noncontrolling interests and redeemable noncontrolling interests
|
(19,250)
|
|
|
(22,453)
|
|
|
Contributions received from noncontrolling interests and redeemable noncontrolling interests
|
-
|
|
|
165
|
|
|
Draws on credit facility
|
55,000
|
|
|
20,000
|
|
|
Payment on credit facility
|
(140,000)
|
|
|
(83,000)
|
|
|
Proceeds from mortgage notes and other debt payable
|
19,288
|
|
|
-
|
|
|
Debt issuance costs
|
(7,969)
|
|
|
(754)
|
|
|
Payment on early extinguishment of debt
|
(206)
|
|
|
(519)
|
|
|
Principal payments on mortgage notes and other debt payable
|
(38,770)
|
|
|
(64,548)
|
|
|
Net cash (used in) provided by financing activities
|
(115,672)
|
|
|
4,614
|
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash
|
7,136
|
|
|
(6,402)
|
|
|
Cash, cash equivalents and restricted cash at the beginning of the period
|
152,499
|
|
|
110,660
|
|
|
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
159,635
|
|
|
$
|
104,258
|
|
|
Reconciliation of cash, cash equivalents and restricted cash shown per Consolidated Balance Sheets to Consolidated Statements of Cash Flows
|
|
|
|
|
Cash and cash equivalents
|
$
|
110,708
|
|
|
$
|
73,569
|
|
|
Restricted cash
|
48,927
|
|
|
30,689
|
|
|
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
159,635
|
|
|
$
|
104,258
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
Interest paid
|
$
|
22,280
|
|
|
$
|
30,326
|
|
|
Non-cash activities:
|
|
|
|
|
Write-offs of receivables
|
$
|
545
|
|
|
$
|
1
|
|
|
Write-offs of retired assets and liabilities
|
3,960
|
|
|
24,059
|
|
|
Change in liability for capital expenditures
|
44
|
|
|
2,082
|
|
|
Net liabilities transferred at sale of real estate investments
|
283
|
|
|
(82)
|
|
|
Net liabilities assumed at acquisition
|
8
|
|
|
418
|
|
|
Change in issuance of common stock receivable and redemption of common stock payable
|
6,424
|
|
|
2,759
|
|
|
Change in accrued offering costs
|
(3,241)
|
|
|
(1,573)
|
|
|
Investments in real estate and settlement of financing obligations in exchange for OP Units
|
96,018
|
|
|
-
|
|
See notes to consolidated financial statements.
6
JLL Income Property Trust, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
$ in thousands, except per share amounts
NOTE 1-ORGANIZATION
General
Except where the context suggests otherwise, the terms "we," "us," "our" and the "Company" refer to JLL Income Property Trust, Inc. The terms "Advisor" and "LaSalle" refer to LaSalle Investment Management, Inc.
JLL Income Property Trust, Inc. is an externally advised, daily valued perpetual-life real estate investment trust ("REIT") that owns and manages a diversified portfolio of healthcare, industrial, residential, retail and other properties and real estate-related assets located in the United States. Over time, our real estate portfolio may be further diversified through the acquisition of properties and real estate-related assets outside of the United States. We were incorporated on May 28, 2004 under the laws of the State of Maryland. We believe that we have operated in such a manner to qualify to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 2004, when we first elected REIT status. As of March 31, 2026, we owned interests in a total of 139 properties and nearly 2,430 single-family rental homes located in 29 states.
We own substantially all of our assets through JLLIPT Holdings, LP, a Delaware limited partnership (our "operating partnership"), of which we are a limited partner. JLLIPT Holdings GP, LLC, our wholly owned subsidiary, is the sole general partner. The use of our operating partnership to hold substantially all of our assets is referred to as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). By using an UPREIT structure, a property owner who desires to defer taxable gain on the disposition of his or her property may transfer the property to our operating partnership in exchange for limited partnership interests in the operating partnership ("OP Units") and defer taxation of gain until the OP Units are disposed of in a taxable transaction. As of March 31, 2026, we raised aggregate proceeds from the issuance of OP Units in our operating partnership of $1,193,436, and owned directly or indirectly 69.4% of the OP Units of our operating partnership. The remaining 30.6% of the OP Units are held by third parties.
On October 1, 2012, we commenced our initial public offering of common stock and since that time we have offered shares of our common stock in various public offerings registered with the Securities and Exchange Commission (the "SEC"). On June 6, 2025, our most recent public offering (the "Current Public Offering") of up to $1,500,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, was declared effective by the SEC. As of March 31, 2026, we have raised aggregate gross proceeds from the sale of shares of our common stock in our public offerings of approximately $4,300,000, with approximately $156,900 raised in the Current Public Offering. We intend to continue to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each offering.
In addition to our public offerings, on March 3, 2015, we commenced a private offering exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Regulation D promulgated thereunder of up to $350,000 in shares of our Class N (formerly Class D) common stock with an indefinite duration (the "Class N Private Offering"). As of March 31, 2026, we have raised aggregate gross proceeds of $98,188 in the Class N Private Offering.
On October 7, 2025, we commenced a continuous private offering (the "Continuous Private Offering") of four new classes of common stock, each with par value $0.01 per share: Class D, Class I, Class S, and Class Z common stock. The Continuous Private Offering is exempt from registration under the Securities Act pursuant to Rule 506(b) of Regulation D. As of March 31, 2026, we have raised aggregate gross proceeds of $19,635 in the Continuous Private Offering.
In addition, on October 16, 2019, we, through our operating partnership, initiated a program (the "DST Program"), and on August 6, 2024, our board of directors approved an increase to raise up to a total of $3,000,000 in private placements exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts ("DSTs") holding real properties ("DST Properties"), which may be sourced from our real properties or from third parties. As of March 31, 2026, we have raised approximately $2,400,000 of aggregate gross proceeds from our DST Program.
From our inception to March 31, 2026, we have received approximately $7,637,000 in gross offering proceeds from various public and private offerings of shares of our common stock, issuance of OP Units as well as aggregate gross proceeds from our DST Program.
7
LaSalle acts as our external advisor pursuant to the advisory agreement among us, our operating partnership and LaSalle (the "Advisory Agreement"). The term of our Advisory Agreement expires June 5, 2027, subject to an unlimited number of successive one-year renewals. Our Advisor, a registered investment advisor with the SEC, has broad discretion with respect to our investment decisions and is responsible for selecting our investments and for managing our investment portfolio pursuant to the terms of the Advisory Agreement. Our executive officers are employees of and compensated by our Advisor. We have no employees, as all operations are managed by our Advisor.
LaSalle is a wholly owned but operationally independent subsidiary of Jones Lang LaSalle Incorporated ("JLL" or our "Sponsor"), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment management. As of March 31, 2026, JLL and its affiliates owned an aggregate of 2,521,801 Class M-I shares and 8,726,003 Class N shares, all of which were issued for cash at a price equal to the most recently reported net asset value ("NAV") per share as of the purchase date and have a value as of March 31, 2026 of approximately $126,338.
NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on March 26, 2026 (our "2025 Form 10-K") and should be read in conjunction with such consolidated financial statements and related notes. The following notes to these interim consolidated financial statements highlight changes to the notes included in the December 31, 2025 audited consolidated financial statements included in our 2025 Form 10-K and present interim disclosures as required by the SEC.
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and include the accounts of our wholly owned subsidiaries, consolidated variable interest entities ("VIE") and the unconsolidated investments in real estate affiliates. We consider the authoritative guidance of accounting for investments in common stock, investments in real estate ventures, investors accounting for an investee when the investor has the majority of the voting interest but the minority partners have certain approval or veto rights, determining whether a general partner or general partners as a group controls a limited partnership or similar entity when the limited partners have certain rights and the consolidation of VIEs in which we own less than a 100% interest. All significant intercompany balances and transactions have been eliminated in consolidation.
As of March 31, 2026, our VIEs include The District at Howell Mill, Grand Lakes Marketplace, 4211 Starboard Drive, 13500 Danielson Drive, 2840 Loker Ave, 15890 Bernardo Center Drive, Single-Family Rental Portfolio I and II due to the joint venture structures and our partners having limited participation rights and no kick-out rights. The creditors of our VIEs do not have general recourse to us. As of March 31, 2026, the total assets and liabilities of our consolidated VIEs were $1,007,415 and $514,416, respectively, compared to $1,014,556 and $513,813, respectively, as of December 31, 2025. The liabilities of these VIEs include mortgage notes payable specifically related to the real estate investments of these VIEs. Such amounts are included in our Consolidated Balance Sheets.
Noncontrolling interests represent the minority members' proportionate share of the equity in our VIEs and our operating partnership. At acquisition, the assets, liabilities and noncontrolling interests were measured and recorded at the estimated fair value. Noncontrolling interests will increase for the minority members' share of net income of these entities and contributions and decrease for the minority members' share of net loss and distributions. As of March 31, 2026, noncontrolling interests represented the minority members' proportionate share of The District at Howell Mill, a consolidated joint venture and our operating partnership.
Redeemable noncontrolling interests represent noncontrolling interests that are redeemable at the option of the holder or in circumstances out of our control and therefore are accounted for as temporary equity. The carrying amount of the redeemable noncontrolling interests is adjusted over time on an accretive basis to reflect the fair value at the time the noncontrolling interest becomes redeemable by the holder. Changes in the redemption value of redeemable noncontrolling interests are recorded as an allocation of additional paid in capital on our Consolidated Statements of Equity. We have redeemable noncontrolling interests that relate to Grand Lakes Marketplace, 4211 Starboard Drive, 13500 Danielson Drive, 2840 Loker Ave, 15890 Bernardo Center Drive and Single-Family Rental Portfolio I and II as of March 31, 2026. As of March 31, 2026, $29,294 related to these third party joint ventures were included in Redeemable noncontrolling interests on our Consolidated Balance Sheet of which $8,739 is immediately puttable by the holder of the noncontrolling interest.
Certain of our joint venture agreements include provisions whereby, at certain specified times, each party has the right to initiate a purchase or sale of its interest in the joint ventures at an agreed upon fair value. Under these provisions, we are not obligated to purchase the interest of its outside joint venture partners.
8
The carrying amount of our noncontrolling interests reflected in equity are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026
|
|
December 31, 2025
|
|
Interests in the partnership equity of the operating partnership
|
$
|
605,224
|
|
|
$
|
563,394
|
|
|
Noncontrolling interest in consolidated joint ventures
|
3,765
|
|
|
3,774
|
|
|
Total noncontrolling interests reflected in equity
|
$
|
608,989
|
|
|
$
|
567,168
|
|
Redeemable equity interests represent common shares that are redeemable at the option of the holder under conditions out of our control and therefore are accounted for as temporary equity. The carrying value of the redeemable equity interest will be reported at the higher of the initial investment value or the current fair value of the shares held as redeemable equity. Changes in redemption value of redeemable equity are recorded as an allocation of additional paid in capital on our Consolidated Statements of Equity. We have redeemable equity related to 8,726,003 shares of Class N common stock.
The interim financial data as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 is unaudited. In our opinion, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods.
Acquisitions
We have allocated a portion of the purchase price of our acquisitions to acquired intangible assets, which include acquired in-place lease intangibles, acquired above-market in-place lease intangibles and acquired ground lease intangibles, which are reported net of accumulated amortization of $160,964 and $153,849 at March 31, 2026 and December 31, 2025, respectively, on the accompanying Consolidated Balance Sheets. The acquired intangible liabilities represent acquired below-market in-place leases, which are reported net of accumulated amortization of $22,469 and $21,481 at March 31, 2026 and December 31, 2025, respectively, on the accompanying Consolidated Balance Sheets.
Assets and Liabilities Measured at Fair Value
The Financial Accounting Standards Board's ("FASB") guidance for fair value measurement and disclosure states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
•Level 1-Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have access to at the measurement date.
•Level 2-Observable inputs, other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.
•Level 3-Unobservable inputs for the asset or liability. Unobservable inputs are those inputs that reflect our own assumptions that market participants would use to price the asset or liability based on the best available information.
The authoritative guidance requires the disclosure of the fair value of our financial instruments for which it is practicable to estimate that value. The guidance does not apply to all balance sheet items. Market information as available or present value techniques have been utilized to estimate the amounts required to be disclosed. Since such amounts are estimates, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.
Real estate fund investments accounted for under the fair value option are stated at the fair value of our ownership in the fund. The fair value is recorded based upon changes in the NAV of the limited partnership as determined from the financial statements of the real estate fund. During the three months ended March 31, 2026, we recorded a net unrealized loss classified within the Level 3 category of $681 and during the three months ended March 31, 2025 we recorded a net increase in fair value classified within the Level 3 category of $1,996, which related to our investments in the NYC Retail Portfolio (as defined below) and the Single-Family Rental Portfolio I (as defined below) (see Note 4-Unconsolidated Real Estate Affiliates and Fund Investments). Our investment in Single-Family Rental Portfolio I was consolidated on April 23, 2025 and a final unrealized gain was recorded (see Note 3-Property).
9
During the three months ended March 31, 2025, we recorded impairment charges in our unconsolidated investment in Pioneer Tower within the Level 3 category of $917 utilizing a capitalization rate of 7.5% and a discount rate of 10.0% to reflect our investment at its estimated fair value. The impairment is recorded within loss from unconsolidated real estate affiliates on our Consolidated Statement of Operations and Comprehensive Income.
Additionally, as of March 31, 2026 we have approximately $1,191,000 of financial obligations related to our DST Program that have been valued within the Level 3 category utilizing a range of capitalization rates of 5.5% to 6.0% and a range of discount rates of 7.0% to 7.75%.
We have estimated the fair value of our mortgage notes and other debt payable reflected in the accompanying Consolidated Balance Sheets at amounts that are based upon an interpretation of available market information and valuation methodologies (including discounted cash flow analysis with regard to fixed rate debt) for similar loans made to borrowers with similar credit ratings and for the same maturities. The fair value of our consolidated mortgage notes and other debt payable using Level 2 inputs was $75,829 and $67,827 lower than the aggregate carrying amounts at March 31, 2026 and December 31, 2025, respectively. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon extinguishment of our mortgage notes and other debt payable.
Derivative Financial Instruments
We record all derivatives on the Consolidated Balance Sheets at fair value in prepaid expenses and other assets or accounts payable and other accrued expenses. Changes in the fair value of our derivatives are recorded on our Consolidated Statements of Operations and Comprehensive Income, as a component of interest expense, as we have not designated our derivative instruments as hedges. Our objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we may use interest rate caps, swaps and collars.
As of March 31, 2026, we had the following outstanding interest rate derivatives related to managing our interest rate risk:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Derivative
|
|
Number of Instruments
|
|
Notional Amount
|
|
Interest Rate Cap
|
|
1
|
|
$
|
388,000
|
|
|
Interest Rate Swaps
|
|
7
|
|
381,290
|
|
|
Interest Rate Collars
|
|
3
|
|
350,000
|
|
The fair value of our interest rate derivatives represent assets of $7,618 and liabilities of $270 at March 31, 2026, and assets of $444 at December 31, 2025.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and the 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 period. For example, significant estimates and assumptions have been made with respect to useful lives of assets, recoverable amounts of receivables, fair value of derivatives and real estate assets, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires additional disclosure of the nature of expenses included in the income statement. The effective date will be for the fiscal years beginning after December 15, 2026. We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements and footnotes.
10
NOTE 3-PROPERTY
The primary reason we make acquisitions of real estate investments in the healthcare, industrial, residential, retail and other property sectors is to invest capital contributed by stockholders in a diversified portfolio of real estate assets. The residential sector includes apartment properties and single-family rental homes.
Acquisitions
On February 27, 2026, we acquired West Boston Medical Center, a 53,000 square foot healthcare property located in Watertown, Massachusetts for approximately $32,150. The acquisition was funded with cash on hand.
We allocated the purchase price for our 2026 acquisitions in accordance with authoritative guidance as follows:
|
|
|
|
|
|
|
|
|
2026 Acquisitions
|
|
Land
|
$
|
11,192
|
|
|
Building and equipment
|
11,056
|
|
|
In-place lease intangible (acquired intangible assets)
|
10,949
|
|
|
Below-market lease intangible (acquired intangible liabilities)
|
(891)
|
|
|
|
$
|
32,306
|
|
|
Amortization period for intangible assets and liabilities
|
15 Years
|
Dispositions
On January 27, 2026, we sold Dylan Point Loma, a 180-unit residential building located in San Diego, California for approximately $91,000 less closing costs. In connection with the disposition, the mortgage loan associated with the property of $37,175 was retired. We recorded a gain on the sale of the property of approximately $13,000 and a loss on the extinguishment of debt of approximately $200.
NOTE 4-UNCONSOLIDATED REAL ESTATE AFFILIATES AND FUND INVESTMENTS
In addition to investments in consolidated properties, we may make investments in real estate, which are classified as unconsolidated real estate affiliates under GAAP.
Unconsolidated Real Estate Affiliates
The following represent our unconsolidated real estate affiliates accounted for under the equity method of accounting as of March 31, 2026 and December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Amount of Investment
|
|
Property
|
|
Property Type
|
|
Location
|
|
Acquisition Date
|
|
March 31, 2026
|
|
December 31, 2025
|
|
Chicago Parking Garage
|
|
Other
|
|
Chicago, IL
|
|
December 23, 2014
|
|
$
|
12,192
|
|
|
$
|
12,318
|
|
|
Pioneer Tower
|
|
Healthcare
|
|
Portland, OR
|
|
June 28, 2016
|
|
37,721
|
|
|
38,970
|
|
|
The Tremont
|
|
Residential
|
|
Burlington, MA
|
|
July 19, 2018
|
|
22,366
|
|
|
22,346
|
|
|
The Huntington
|
|
Residential
|
|
Burlington, MA
|
|
July 19, 2018
|
|
9,165
|
|
|
8,953
|
|
|
Siena Suwanee Town Center
|
|
Residential
|
|
Suwanee, GA
|
|
December 15, 2020
|
|
29,938
|
|
|
30,293
|
|
|
Kingston at McLean Crossing
|
|
Residential
|
|
McLean, VA
|
|
December 3, 2021
|
|
-
|
|
|
24,400
|
|
|
Total
|
|
|
|
|
|
|
|
$
|
111,382
|
|
|
$
|
137,280
|
|
11
Summarized Combined Balance Sheets-Unconsolidated Real Estate Affiliates-Equity Method Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026
|
|
December 31, 2025
|
|
Net investments in real estate
|
$
|
265,242
|
|
|
$
|
376,551
|
|
|
Acquired intangible assets, net
|
7,711
|
|
|
7,760
|
|
|
Other assets
|
7,868
|
|
|
6,950
|
|
|
Total assets
|
$
|
280,821
|
|
|
$
|
391,261
|
|
|
|
|
|
|
|
Mortgage notes and other debt payable
|
$
|
98,519
|
|
|
$
|
178,682
|
|
|
Acquired intangible liabilities, net
|
342
|
|
|
449
|
|
|
Other liabilities
|
2,630
|
|
|
3,196
|
|
|
Total liabilities
|
101,491
|
|
|
182,327
|
|
|
Members' equity
|
179,330
|
|
|
208,934
|
|
|
Total liabilities and members' equity
|
$
|
280,821
|
|
|
$
|
391,261
|
|
Company Investments in Unconsolidated Real Estate Affiliates-Equity Method Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026
|
|
December 31, 2025
|
|
Members' equity
|
$
|
179,330
|
|
|
$
|
208,934
|
|
|
Less: other members' equity
|
(12,768)
|
|
|
(16,505)
|
|
|
Basis differential
|
(55,180)
|
|
|
(55,149)
|
|
|
Investments in unconsolidated real estate affiliates
|
$
|
111,382
|
|
|
$
|
137,280
|
|
Summarized Combined Statements of Operations-Unconsolidated Real Estate Affiliates-Equity Method Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2026
|
|
Three Months Ended March 31, 2025
|
|
Total revenues
|
$
|
6,780
|
|
|
$
|
9,288
|
|
|
Total operating expenses
|
5,195
|
|
|
6,363
|
|
|
Operating income
|
$
|
1,585
|
|
|
$
|
2,925
|
|
|
Total other expenses/(income)
|
1,243
|
|
|
2,055
|
|
|
Net income
|
$
|
342
|
|
|
$
|
870
|
|
Company Equity in Income of Unconsolidated Real Estate Affiliates-Equity Method Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2026
|
|
Three Months Ended March 31, 2025
|
|
Net income of unconsolidated real estate affiliates
|
$
|
342
|
|
|
$
|
870
|
|
|
Other members' share of net income
|
(209)
|
|
|
(164)
|
|
|
Impairment of investments in unconsolidated real estate affiliates
|
-
|
|
|
(917)
|
|
|
Company equity in income (loss) of unconsolidated real estate affiliates
|
$
|
133
|
|
|
$
|
(211)
|
|
Kingston at McClean
On January 30, 2026, the joint venture owning Kingston at McClean Crossing, a 319-unit residential building located in McClean, Virginia sold the property for approximately $144,500 less closing costs. In connection with the disposition, the mortgage loan associated with the property of $80,000 was retired. We recorded a gain on the sale of the unconsolidated affiliate in the amount of $20,949.
12
NYC Retail Portfolio
On December 8, 2015, a wholly owned subsidiary of ours acquired an approximate 28% interest in a newly formed limited partnership, Madison NYC Core Retail Partners, L.P., which acquired an approximate 49% interest in entities that initially owned 15 retail properties located in the greater New York City area (the "NYC Retail Portfolio"), the result of which is that we own an approximate 14% interest in the NYC Retail Portfolio. The purchase price for such portion was approximately $85,600 including closing costs. As of March 31, 2026, the NYC Retail Portfolio owned six retail properties totaling approximately 1,790,000 square feet across urban infill locations in Manhattan, Brooklyn, Queens and New Jersey. We have unfunded commitments of $7,737.
At acquisition we made the election to account for our interest in the NYC Retail Portfolio under the fair value option. As of March 31, 2026 and December 31, 2025, the carrying amount of our investment in the NYC Retail Portfolio was $59,062 and $58,721, respectively. During the three months ended March 31, 2026, we recorded a decrease in fair value of our investment in the NYC Retail Portfolio of $681. During the three months ended March 31, 2026, we made capital contributions of $1,022 and received no distributions from Madison NYC Core Retail Partners, L.P. During the three months ended March 31, 2025, we recorded a decrease in fair value of our investment in the NYC Retail Portfolio of $2,870. During the three months ended March 31, 2025, we made no capital contributions and received no distributions from Madison NYC Core Retail Partners, L.P.
Single-Family Rental Portfolio I
On August 5, 2021, we acquired an approximate 47% interest in a portfolio of approximately 4,000 stabilized single-family rental homes located in various markets across the United States, including Atlanta, Dallas, Phoenix, Nashville and Charlotte, among others (the "Single-Family Rental Portfolio I"). The portfolio was encumbered by securitized mortgages in a net amount of approximately $760,000 maturing in the fourth quarter of 2025 at a weighted average interest rate of 2.1%. The equity purchase price for our approximate 47% interest was approximately $205,000. On April 23, 2025, we restructured our investment in Single-Family Rental Portfolio I to a 95% interest in a newly created joint venture that we control which owns 1,900 homes and as a result have consolidated our 95% interest as of such date (See Note 3-Property). The newly formed joint venture entered into a mortgage note payable in the amount of $387,620 that matures on April 21, 2028 and bears interest at SOFR plus 1.51%. In addition, we entered into an interest rate cap agreement to limit SOFR to 3.19%.
At acquisition on August 5, 2021, we made the election to account for our equity interest in the Single-Family Rental Portfolio I under the fair value option. Upon the restructure of our investment on April 23, 2025, we account for our 95% controlling interest under historical cost basis. During the three months ended March 31, 2025, we received distributions of income totaling $698, which increased income from unconsolidated real estate affiliates and we received return of capital distributions totaling $256, which reduced the carrying amount of our investment. During the three months ended March 31, 2025, we recorded an increase in the fair value of our investment in the Single-Family Rental Portfolio I of $4,866.
Summarized Combined Balance Sheets-NYC Retail Portfolio-Fair Value Option Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026
|
|
December 31, 2025
|
|
Investment in real estate ventures
|
$
|
207,705
|
|
|
$
|
209,737
|
|
|
Cash
|
3
|
|
|
220
|
|
|
Other assets
|
13
|
|
|
15
|
|
|
Total assets
|
$
|
207,721
|
|
|
$
|
209,972
|
|
|
|
|
|
|
|
Total liabilities
|
$
|
53,733
|
|
|
$
|
53,173
|
|
|
Partners' capital
|
153,988
|
|
|
156,799
|
|
|
Total liabilities and partners' capital
|
$
|
207,721
|
|
|
$
|
209,972
|
|
13
Summarized Statement of Operations-NYC Retail Portfolio and Single-Family Rental Portfolio I-Fair Value Option Investments (Single-Family Rental Portfolio I presented through consolidation date of April 23, 2025)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2026
|
|
Three Months Ended March 31, 2025
|
|
Total revenue
|
$
|
-
|
|
|
$
|
20,254
|
|
|
|
|
|
|
|
Net investment (loss) income
|
(703)
|
|
|
6,680
|
|
|
Net unrealized loss on investment in real estate ventures
|
(2,058)
|
|
|
(5,393)
|
|
|
Net (loss) income
|
$
|
(2,761)
|
|
|
$
|
1,287
|
|
NOTE 5-MORTGAGE NOTES RECEIVABLE
Mortgage notes receivable, including related accrued interest receivable, consists of first mortgage loans originated by us and the related accrued and unpaid interest income as of the balance sheet date. Mortgage notes receivable are initially recorded at the amount advanced to the borrower less allowance for credit loss, if applicable. As of March 31, 2026, no allowance for credit loss has been recorded. Interest income is recognized monthly and includes the stated interest less the amortization of any financing costs. Mortgage notes receivables that we enter into may include commitments to fund incremental amounts to our borrowers after the initial closing. Our mortgage notes receivable consist of the following as of March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Secured By
|
|
Location
|
|
Origination Date
|
|
Maturity Date
|
|
Loan Type
|
|
Interest Rate (SOFR +) (1)
|
|
Loan Amount
|
|
Unfunded Amount
|
|
Residential
|
|
Tomball, TX
|
|
December 20, 2024
|
|
December 15, 2027
|
|
Interest Only
|
|
3.00
|
|
|
32,000
|
|
|
-
|
|
________
(1) One month term SOFR.
NOTE 6-MORTGAGE NOTES AND OTHER DEBT PAYABLE
Mortgage notes and other debt payable have various maturities through 2055 and consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity/Extinguishment Date
|
|
Fixed / Floating
|
|
Interest
Rate
|
|
Amount payable as of
|
|
March 31, 2026
|
|
December 31, 2025
|
|
Mortgage notes payable (1)(2)
|
|
June 1, 2026 -
June 1, 2055
|
|
Fixed / Floating
|
|
2.41% - 6.16%
|
|
$
|
1,485,898
|
|
|
$
|
1,468,211
|
|
|
Revolving line of credit
|
|
March 13, 2028
|
|
Fixed / Floating
|
|
5.15
|
|
-
|
|
|
85,000
|
|
|
Term loan
|
|
March 13, 2028
|
|
Fixed
|
|
4.77
|
|
400,000
|
|
|
400,000
|
|
|
Total
|
|
|
|
|
|
|
|
$
|
1,885,898
|
|
|
$
|
1,953,211
|
|
|
Net debt discount on assumed debt and debt issuance costs
|
|
|
|
|
|
(29,799)
|
|
|
(23,100)
|
|
|
Mortgage notes and other debt payable, net
|
|
$
|
1,856,099
|
|
|
$
|
1,930,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dylan Point Loma (3)
|
|
|
|
|
|
|
|
$
|
-
|
|
|
$
|
37,169
|
|
|
Mortgage notes and other debt payable of property held for sale
|
|
|
|
$
|
-
|
|
|
$
|
37,169
|
|
________
(1) During the three months ended March 31, 2026, we repaid the mortgage notes payable related to Dylan Point Loma in the amount of $37,175.
(2) During the three months ended March 31, 2026, we entered into a mortgage note payable related to West Boston Medical Center in the amount of $19,290.
(3) The property associated with this mortgage note payable was classified as held for sale as of December 31, 2025.
14
Aggregate future principal payments of mortgage notes payable and other debt payable as of March 31, 2026 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Amount
|
|
2026
|
|
$
|
155,662
|
|
|
2027
|
|
447,349
|
|
|
2028
|
|
536,118
|
|
|
2029
|
|
84,200
|
|
|
2030
|
|
275,855
|
|
|
Thereafter
|
|
386,714
|
|
|
Total
|
|
$
|
1,885,898
|
|
Credit Facility
On March 12, 2026, we entered into an amended credit agreement providing for a $1,000,000 revolving line of credit and unsecured term loan (collectively, the "Credit Facility") with a syndicate of ten lenders led by JPMorgan Chase Bank. The Credit Facility provides us with the ability, from time to time, to increase the size of the Credit Facility up to a total of $1,300,000, subject to receipt of lender commitments and other conditions. The $1,000,000 Credit Facility consists of a $600,000 revolving credit facility (the "Revolving Credit Facility") and a $400,000 term loan (the "Term Loan"). The primary interest rate for the Revolving Credit Facility is based on one-month SOFR ("Term SOFR"), plus a margin ranging from 1.25% to 1.95%, depending on our total leverage ratio. The primary interest rate for the Term Loan is based on Term SOFR, plus a margin ranging from 1.20% to 1.90%, depending on our total leverage ratio. The maturity date of both the Revolving Credit Facility and the Term Loan is March 13, 2028. The Credit Facility contains three, twelve-month extension options at our election. Based on our current total leverage ratio, we can elect to borrow at Term SOFR plus 1.25% and Term SOFR plus 1.20% for the Revolving Credit Facility and Term Loan, respectively, or alternatively, we can choose to borrow at a "base rate" equal to (i) the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate announced by JPMorgan Chase Bank., and (c) Term SOFR plus 1.0%, plus (ii) a margin ranging from 0.30% to 0.95% for base rate loans under the Revolving Credit Facility or a margin ranging from 0.20% to 0.90% for base rate loans under the Term Loan. If the "base rate" is less than 0.0%, it will be deemed to be 0.0% for purposes of the Credit Facility.
We intend to use the Revolving Credit Facility to cover short-term capital needs, for new property acquisitions and working capital. We may not draw funds on our Credit Facility if we (i) experience a material adverse effect, which is defined to include, among other things, (a) a material adverse effect on the business, assets, operations or our financial condition taken as a whole; (b) the inability of any loan party to perform any of its obligations under any loan document; or (c) a material adverse effect upon the validity or enforceability of any loan document or (ii) are in default, as that term is defined in the agreement, including a default under certain other loan agreements and/or guarantees entered into by us or our subsidiaries. As of March 31, 2026, we believe no material adverse effects had occurred. We expect to utilize our cash on hand and Credit Facility capacity to extinguish mortgage notes maturing in 2026, fund redemptions and other general corporate needs.
Borrowings under the Credit Facility are guaranteed by us and certain of our subsidiaries. The Credit Facility requires the maintenance of certain financial covenants, including: (i) unencumbered property pool leverage ratio; (ii) debt service coverage ratio; (iii) maximum total leverage ratio; (iv) fixed charges coverage ratio; (v) minimum NAV; (vi) maximum secured debt ratio; (vii) maximum secured recourse debt ratio; (viii) maximum permitted investments; and (ix) unencumbered property pool criteria. The Credit Facility provides the flexibility to move assets in and out of the unencumbered property pool during the term of the Credit Facility.
At March 31, 2026, we had no balance outstanding under the Revolving Credit Facility at Term SOFR plus 1.25% and $400,000 outstanding under the Term Loan at Term SOFR plus 1.20%. We entered into swap and collar agreements for $650,000 of the Credit Facility to fix the floating rate SOFR at an average of 3.87% (all in rate of 5.07% to 5.12% at March 31, 2026). The interest rate swap and collar agreements mature between April 28, 2027 and April 28, 2030.
Covenants
At March 31, 2026, we were in compliance with all debt covenants.
Debt Issuance Costs
Debt issuance costs are capitalized and amortized over the terms of the respective agreements as a component of interest expense. Accumulated amortization of debt issuance costs at March 31, 2026 and December 31, 2025 was $18,788 and $17,951, respectively.
15
NOTE 7-COMMON STOCK AND OP UNITS
As of March 31, 2026, we have nine classes of common stock: Class A, Class M, Class A-I, Class M-I, Class D, Class I, Class N, Class S, and Class Z. The fees payable to LaSalle Investment Management Distributors, LLC, an affiliate of our Advisor and the dealer manager for our offerings (the "Dealer Manager"), with respect to each outstanding share of each class, as a percentage of NAV, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling Commission (1)
|
|
Annual Stockholder Servicing Fee (2)
|
|
Class A Shares
|
|
up to 3.0%
|
|
0.85%
|
|
Class M Shares
|
|
-
|
|
0.30%
|
|
Class A-I Shares
|
|
up to 1.5%
|
|
0.30%
|
|
Class M-I Shares
|
|
-
|
|
None
|
|
Class D Shares (3)
|
|
up to 1.5%
|
|
0.30%
|
|
Class I Shares (3)
|
|
-
|
|
None
|
|
Class N Shares (3)
|
|
up to 1.0%
|
|
None
|
|
Class S Shares (3)
|
|
up to 3.0%
|
|
0.85%
|
|
Class Z Shares (3)
|
|
-
|
|
0.30%
|
________
(1) Selling commissions are paid on the date of sale of our common stock.
(2) We accrue all future stockholder servicing fees up to the 10% regulatory limitation as Accrued offering costs on our Consolidated Balance Sheets on the date of sale of our common stock. For Class A, Class M and Class A-I shares, we accrue for future stockholder servicing fees up to the 10% regulatory limit. For Class D, Class S and Class Z shares, we accrue for future stockholder servicing fees based on the estimated life of the shares held by stockholders of such share classes. For Class D, Class S and Class Z shares, we accrue for future stockholder servicing fees based on an estimated life of the shares held by stockholders of such share classes. For NAV calculation purposes, stockholder servicing fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Each Class A, Class M and Class A-I share sold in a public offering will automatically convert into the number of Class M-I shares based on the then-current applicable NAV of each class on the date following the termination of the primary portion of such public offering in which we, with the assistance of the Dealer Manager, determine that total underwriting compensation paid with respect to such public offering equals 10% of the gross proceeds from the primary portion of such public offering.
(3) Shares of Class D, I, N, S, and Z common stock are only being offered pursuant to our private offering.
The selling commissions and stockholder servicing fees are offering costs and are recorded as a reduction of additional paid in capital.
Stock Transactions
The stock transactions for each of our classes of common stock, which includes those accounted for as redeemable equity, for the three months ended March 31, 2026 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
Class M Shares
|
|
Class A-I Shares
|
|
Class M-I Shares
|
|
Class D Shares
|
|
Class I Shares
|
|
Class N Shares
|
|
Class S Shares
|
|
Class Z Shares
|
|
Balance, December 31, 2025
|
79,656,280
|
|
|
19,403,439
|
|
|
2,668,862
|
|
|
98,568,620
|
|
|
-
|
|
|
272,469
|
|
|
11,133,373
|
|
|
317,022
|
|
|
-
|
|
|
Issuance of common stock
|
879,679
|
|
|
351,010
|
|
|
112,047
|
|
|
1,566,128
|
|
|
-
|
|
|
507,356
|
|
|
-
|
|
|
642,780
|
|
|
-
|
|
|
Repurchase of common stock
|
(4,133,501)
|
|
|
(596,430)
|
|
|
-
|
|
|
(3,295,390)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Share conversions
|
(156,030)
|
|
|
33,038
|
|
|
-
|
|
|
122,860
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Balance, March 31, 2026
|
76,246,428
|
|
|
19,191,057
|
|
|
2,780,909
|
|
|
96,962,218
|
|
|
-
|
|
|
779,825
|
|
|
11,133,373
|
|
|
959,802
|
|
|
-
|
|
Included above is 8,726,003 of Class N shares that are classified as redeemable equity on our Consolidated Balance Sheets.
16
Stock Issuances
The stock issuances for our classes of shares, including those issued through our distribution reinvestment plan, as stock compensation and accounted for as redeemable equity, for the three months ended March 31, 2026 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2026
|
|
|
|
# of shares
|
|
Amount
|
|
Class A Shares
|
|
879,679
|
|
|
$
|
9,928
|
|
|
Class M Shares
|
|
351,010
|
|
|
3,950
|
|
|
Class A-I Shares
|
|
112,047
|
|
|
1,262
|
|
|
Class M-I Shares
|
|
1,566,128
|
|
|
17,610
|
|
|
Class I Shares
|
|
507,356
|
|
|
5,711
|
|
|
Class S Shares
|
|
642,780
|
|
|
7,239
|
|
|
Total
|
|
|
|
$
|
45,700
|
|
Deferred Stock Units
Pursuant to our independent directors compensation plan, our independent directors may elect to receive their annual stock compensation in deferred stock units in lieu of issuing common shares. Deferred stock units are elected on an annual basis. Distributions on the deferred stock units will be accrued as additional deferred stock units and deferred. The deferred stock units will be issued to the independent directors based on a specific date elected by the director at time of election or at the time of separation from service from the Company and are convertible on a 1-for-1 basis into shares of Class I shares. For the three months ended March 31, 2026, we issued 19,716 deferred stock units for $222 under the directors compensation plan. The outstanding deferred stock units are presented on our Consolidated Balance Sheets within Accounts payable and other accrued expenses.
Share Repurchase Plan
Our share repurchase plan allows stockholders, subject to a one-year holding period, with certain exceptions, to request that we repurchase all or a portion of their shares of common stock on a daily basis at that day's NAV per share, limited to 5% of aggregate Company NAV per quarter. For the three months ended March 31, 2026, we honored 100% of repurchase requests we received and repurchased 8,025,321 shares of common stock in the amount of $90,201. During the three months ended March 31, 2025, we honored 100% of repurchase requests we received and repurchased 8,445,515 shares of common stock in the amount of $97,139. As of March 31, 2026, we had 8,726,003 of Class N shares outstanding that are classified as redeemable equity which is not subject to our share repurchase plan and are redeemable at the option of the holder under conditions out of our control.
Distribution Reinvestment Plan
Pursuant to our distribution reinvestment plan, holders of shares of any class of our common stock and OP Units may elect to have their cash distributions reinvested in additional shares of our common stock at the NAV per share applicable to the class of shares or unit being purchased on the distribution date. For the three months ended March 31, 2026, we issued 1,551,267 shares of common stock for $17,433 under the distribution reinvestment plan. For the three months ended March 31, 2025, we issued 1,723,905 shares of common stock for $19,650 under the distribution reinvestment plan.
Operating Partnership Units
Our operating partnership may issue OP Units to DST investors upon exercising its fair market value purchase option in exchange for their beneficial interests in such DST Properties, which are recorded as financing obligations (see Note 8-DST Program). Our operating partnership may also issue OP Units in connection with certain acquisitions from third parties. After a one-year holding period, holders of OP Units generally have the right to cause our operating partnership to redeem all or a portion of their OP Units for, at our sole discretion, shares of our common stock, cash, or a combination of both. During the three months ending March 31, 2026, we issued a total of 8,586,308 OP Units with a value of $96,018. During the three months ending March 31, 2025, we did not issue any OP Units. During the three months ending March 31, 2026, we redeemed a total of 1,683,082 OP Units for $18,883. During the three months ended March 31, 2025, we redeemed a total of 1,268,867 OP Units for $14,561.
17
Organization and Offering Costs
Organization and offering costs include, but are not limited to, legal, accounting, printing fees and personnel costs of our Advisor attributable to our organization, preparation of the registration statement, registration and qualification of our common stock for sale with the SEC, or in a private placement, and in the various states and filing fees incurred by our Advisor. LaSalle agreed to fund our organization and offering expenses for the Current Public Offering until June 6, 2025, the day the registration statement was declared effective by the SEC, following which time we commenced reimbursing LaSalle over 36 months. Following the Current Public Offering commencement date, we began paying directly or reimbursing LaSalle if it pays on our behalf any organization and offering costs incurred during the Current Public Offering period (other than selling commissions and stockholder servicing fees) as and when incurred. After the termination of the Current Public Offering, LaSalle has agreed to reimburse us to the extent that the organization and offering costs that we incur exceed 15% of our gross proceeds from the Current Public Offering. Organization costs are expensed, whereas offering costs are recorded as a reduction of capital in excess of par value. As of March 31, 2026 and December 31, 2025, LaSalle has paid $4,474 and $3,049, respectively, of organization and offering costs on our behalf which we had not yet reimbursed. These costs are included in Accrued offering costs on the Consolidated Balance Sheets.
Earnings Per Share
Basic per share amounts are based on the weighted average of shares outstanding of 209,490,435, and 224,975,230 for the three months ended March 31, 2026 and 2025, respectively. We have no dilutive or potentially dilutive securities.
We compute net income per share for Class A, Class M, Class A-I, Class M-I, Class D, Class I, Class N, Class S, and Class Z common stock using the two-class method. Our Advisor may earn a performance fee (see Note 10-Related Party Transactions), which may impact the net income of each class of common stock differently. In periods where no performance fee is recognized in our Consolidated Statements of Operations and Comprehensive Income, the net income per share will be the same for each class of common stock. No performance fee is recognized for the three months ended March 31, 2026 and 2025.
Basic and diluted net income per share for each class of common stock is computed using the weighted-average number of common shares outstanding during the period for each class of common stock. We have not issued any dilutive or potentially dilutive securities, and thus the basic and diluted net income per share for a given class of common stock is the same for each period presented.
The following table sets forth the computation of basic and diluted net income per share for each class of our common stock with shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2026
|
|
|
|
Class A
|
|
Class M
|
|
Class A-I
|
|
Class M-I
|
|
Class I
|
|
Class N
|
|
Class S
|
|
Basic net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net income before advisory fees
|
|
$
|
8,967
|
|
|
$
|
2,220
|
|
|
$
|
309
|
|
|
$
|
11,205
|
|
|
$
|
67
|
|
|
$
|
1,282
|
|
|
$
|
75
|
|
|
Allocation of advisory fees
|
|
(2,697)
|
|
|
(669)
|
|
|
(93)
|
|
|
(3,373)
|
|
|
(16)
|
|
|
(385)
|
|
|
(18)
|
|
|
Total
|
|
$
|
6,270
|
|
|
$
|
1,551
|
|
|
$
|
216
|
|
|
$
|
7,832
|
|
|
$
|
51
|
|
|
$
|
897
|
|
|
$
|
57
|
|
|
Weighted average number of common shares outstanding
|
|
77,861,290
|
|
|
19,278,098
|
|
|
2,680,981
|
|
|
97,301,045
|
|
|
580,861
|
|
|
11,133,373
|
|
|
654,787
|
|
|
Basic net income per share:
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months ended March 31, 2025
|
|
|
|
Class A
|
|
Class M
|
|
Class A-I
|
|
Class M-I
|
|
Class N
|
|
Basic and diluted net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net loss before advisory fees
|
|
$
|
(2,169)
|
|
|
$
|
(499)
|
|
|
$
|
(73)
|
|
|
$
|
(2,535)
|
|
|
$
|
(272)
|
|
|
Allocation of advisory fees
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Total
|
|
$
|
(2,169)
|
|
|
$
|
(499)
|
|
|
$
|
(73)
|
|
|
$
|
(2,535)
|
|
|
$
|
(272)
|
|
|
Weighted average number of common shares outstanding
|
|
87,911,976
|
|
|
20,238,902
|
|
|
2,974,611
|
|
|
102,813,323
|
|
|
11,036,418
|
|
|
Basic and diluted net loss per share:
|
|
$
|
(0.02)
|
|
|
$
|
(0.02)
|
|
|
$
|
(0.02)
|
|
|
$
|
(0.02)
|
|
|
$
|
(0.02)
|
|
18
NOTE 8-DST PROGRAM
On October 16, 2019, we, through our operating partnership, initiated the DST Program, and on August 6, 2024, our board of directors approved an increase to raise up to a total of $3,000,000 in private placements through the sale of beneficial interests in specific DSTs holding DST Properties, which may be sourced from our existing portfolio or from newly acquired properties sourced from third parties. Each DST Property will be leased back by a wholly owned subsidiary of our operating partnership on a long-term basis for up to ten years pursuant to a master lease agreement. The master lease agreements are expected to be guaranteed by our operating partnership. As compensation for the master lease guarantee, our operating partnership will retain a fair market value purchase option giving it the right, but not the obligation, to acquire the beneficial interests in the DST from the investors at any time after two years from the closing of the applicable DST offering in exchange for OP Units or cash, at our discretion.
The sale of beneficial interests in the DST Property will be accounted for as a failed sale-leaseback transaction due to the fair market value purchase option retained by the operating partnership and as such, the property will remain on our books and records. The proceeds received from each DST offering will be accounted for as a financing obligation on the Consolidated Balance Sheets. Upfront costs for legal work and debt placement costs for the DST are reimbursed by DST investors and are accounted for as deferred loan costs and are netted against the financing obligation. As of March 31, 2026, there are no costs to be reimbursed.
Under the master lease, we are responsible for subleasing the DST Property to tenants, for covering all costs associated with operating the underlying DST Property, and for paying base rent to the DST that owns such property. For financial reporting purposes (and not for income tax purposes), the DST Properties are included in our consolidated financial statements. Commencing on October 1, 2023, we have elected the fair value option for DSTs launching after that date and as such the financial obligation will be remeasured on a recurring basis. We account for payments made to the DST under the master lease as a reduction of our financial obligations prior to remeasuring the fair value. During the three months ended March 31, 2026, we recorded $17,877 of net unrealized loss on financing obligations related to DST Programs for which we elected the fair value option which was inclusive of payments made under the master lease of $15,558 during the three months ended March 31, 2026. During the three months ended March 31, 2025, we recorded $7,132 of net unrealized loss on financing obligations related to DST Programs for which we elected the fair value option which was inclusive of $8,340 of payments made under the master lease.
For programs launched prior to October 1, 2023, we accounted for the master lease rent payments as interest expense. For these programs we recorded interest expense related to the master lease in the amounts of $166 and $5,921, respectively, during the three months ended March 31, 2026 and 2025. Additionally for these programs we recognize non-cash interest expense over the expected period until exercising of the fair market value purchase option for properties that have increased in fair value. We recognize non-cash interest income (recorded as a reduction to interest expense) at exercise of the fair market value purchase option for properties that have decreased in fair value in addition to when properties have decreased in fair value following initial periods when the fair value has increased. We incurred non-cash interest income of $112, for the three months ended March 31, 2026. We incurred non-cash interest expense of $1,575 and non-cash interest income of $887, respectively, for the three months ended March 31, 2025. During the three months ended March 31, 2026, we exercised the fair value option for the final program launched prior to October 1, 2023.
For financial reporting purposes, the rental revenues and rental expenses associated with the underlying property of each master lease are included in the respective line items on our Consolidated Statements of Operations and Comprehensive Income. The net amount we receive from the underlying DST Properties may be more or less than the amount we pay to the investors in the specific DST and are considered operating cash flows and could fluctuate over time.
19
As of March 31, 2026, we have sold approximately $2,400,000 of interests related to the DST Program. As of March 31, 2026, the following properties are included in our DST Program:
|
|
|
|
|
|
|
|
|
|
|
140 Park Ave
|
Jory Trail at the Grove
|
North Boston Medical Center
|
|
47 National Way
|
Whitestone Market
|
North Tampa Surgery Center
|
|
Taunton Distribution Center
|
Kierland Village Center
|
8600 NE 82nd Street
|
|
Townlake of Coppell
|
Pinecone Apartments
|
200 Lewis
|
|
Haven North Andover
|
Miramont Apartments
|
1225 Michael Drive
|
|
Woodlawn Point
|
Glendale Distribution Center
|
1300 Michael Drive
|
|
Elgin Distribution Center
|
DFW Distribution Center
|
1350 Michael Drive
|
|
Grand Prairie Distribution Center
|
Skokie Center
|
2501 Allan Drive
|
|
Oak Street Lofts
|
Louisville Distribution Center
|
2601 Allan Drive
|
|
Woodside Trumbull Apartments
|
Silverado Square
|
1301 Mittel Drive
|
|
Chandler Distribution Center
|
Roeland Park Medical Office
|
|
NOTE 9-RENTALS UNDER OPERATING LEASES
We receive rental income from operating leases. The minimum future rentals from consolidated properties, excluding those classified as held for sale and those from residential properties which are short term, generally 12 months or less, based on operating leases in place at March 31, 2026 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Amount
|
|
2026
|
|
$
|
167,736
|
|
|
2027
|
|
209,292
|
|
|
2028
|
|
201,202
|
|
|
2029
|
|
179,284
|
|
|
2030
|
|
155,604
|
|
|
Thereafter
|
|
530,736
|
|
|
Total
|
|
$
|
1,443,854
|
|
Minimum future rentals do not include amounts payable by certain tenants based upon a percentage of their gross sales or as reimbursement of property operating expenses. During the three months ended March 31, 2026, no individual tenant accounted for greater than 10% of minimum base rents.
NOTE 10-RELATED PARTY TRANSACTIONS
Pursuant to the Advisory Agreement with LaSalle, we pay a fixed advisory fee of 1.25% of our NAV calculated daily. The Advisory Agreement allows for a performance fee to be earned for each share class based on the total return of that share class or OP Unit during the calendar year. The performance fee is calculated as 10% of the return in excess of 7% per annum. The term of our Advisory Agreement expires June 5, 2027, subject to an unlimited number of successive one-year renewals. Effective during the period from October 7, 2025 through December 31, 2026 (the "Waiver Period"), the Advisor has agreed to waive 20% of the fixed component of the advisory fees otherwise payable to the Advisor with respect to (i) the NAV of the operating partnership attributable to Class D, Class I, Class S and Class Z OP Units (corresponding to Class D, Class I, Class S and Class Z shares), and (ii) the NAV of any assets held by us outside of the Operating Partnership attributable to Class D, Class I, Class S and Class Z shares, effectively reducing the amount of such fixed component advisory fees from 1.25% to 1.0% of the applicable NAV over the Waiver Period. The Waiver Period will end as of December 31, 2026, and will not be extended. Following December 31, 2026, the fixed component of the advisor fee will be 1.25% of the applicable NAV of our operating partnership and us.
The fixed advisory fees for the three months ended March 31, 2026 and 2025 were $10,321 and $9,834, respectively. There were no performance fees for the three months ended March 31, 2026 and 2025. Included in Advisor fees payable at March 31, 2026 and December 31, 2025 were $3,539 and $3,549 of fixed fee expense, respectively, and no performance fee expenses.
20
Additionally, we reimburse LaSalle for employment costs of employees of the Advisor for performing certain services for the Company. For the three months ended March 31, 2026 and 2025, JLL Americas was paid $2,027 and $1,668, respectively.
We pay Jones Lang LaSalle Americas, Inc. ("JLL Americas"), an affiliate of the Advisor, for property management, construction management, leasing, mortgage brokerage and sales brokerage services performed at various properties we own. For the three months ended March 31, 2026 and 2025, JLL Americas was paid $903 and $948, respectively.
We pay the Dealer Manager selling commissions and stockholder servicing fees in connection with our offerings. For the three months ended March 31, 2026 and 2025, we paid the Dealer Manager selling commissions and stockholder servicing fees totaling $3,099 and $2,924, respectively. A majority of the selling commissions and stockholder servicing fees are reallowed to participating broker-dealers. Included in Accrued offering costs at March 31, 2026 and December 31, 2025 were $203,067 and $201,251 of future stockholder servicing fees payable, respectively.
As of March 31, 2026 and December 31, 2025, we owed $4,474 and $3,049, respectively, for organization and offering costs paid by LaSalle (see Note 7-Common Stock and OP Units). These costs are included in Accrued offering costs.
LaSalle Investment Management Distributors, LLC also serves as the dealer manager for the DST Program on a "best efforts" basis. Our taxable REIT subsidiary, which is a wholly owned subsidiary of our operating partnership, pays the dealer manager upfront selling commissions, upfront dealer manager fees and placement fees of up to 5.0%, 1.0% and 1.0%, respectively, of the gross purchase price per unit of beneficial interest sold in the DST Program. A majority of upfront selling commissions and dealer manager fees are reallowed to participating broker-dealers. For the three months ended March 31, 2026 and 2025, our taxable REIT subsidiary paid $1,497 and $2,627, respectively, to the Dealer Manager. In addition, the Dealer Manager receives an ongoing investor servicing fee or stockholder servicing fee, as applicable, that is calculated daily on a continuous basis from year to year equal to 1/365th of (a) 0.25% of the total, gross equity offering at the time of syndication, payable by the DSTs; (b) 0.85% of the NAV of each outstanding Class S OP Unit, 0.30% of the NAV of each outstanding Class Z OP Unit and 0.30% of the NAV of each outstanding Class D OP Unit for such day issued in connection with the operating partnership's fair market value option (the "FMV Option"), payable by our operating partnership; and (c) 0.85% of the NAV of each outstanding Class S share, 0.30% of the NAV of each outstanding Class Z share and 0.30% of the NAV of each outstanding Class D share for such day issued in connection with the investors' redemption right, payable by us. The investor servicing fee or stockholder servicing fee, as applicable, may continue for so long as the investor in the DST Program holds beneficial interests, Class Z, Class D or Class S OP Units or Class Z, Class D or Class S shares that were issued in connection with the DST Program. The majority of all investor servicing fees or stockholder servicing fee, as applicable, are reallowed to participating broker-dealers. No investor servicing fee or stockholder servicing fee, as applicable, will be paid on Class M-I OP Units or Class M-I shares. For the three months ended March 31, 2026 and 2025, the DSTs paid $810 and $772, respectively, in investor servicing fees to the Dealer Manager in connection with the DST Program.
LaSalle also serves as the manager for the DST Program. Each DST may pay the manager a management fee equal to a to-be-agreed upon percentage of the total equity of such DST. For the three months ended March 31, 2026 and 2025, the DSTs paid $486 and $463, respectively, in management fees to our Advisor in connection with the DST Program.
On January 2, 2025, we received $100,000 from the sale of 8,726,003 shares of our Class N shares to Jones Lang LaSalle Co-Investment, Inc. at the per share purchase price of $11.46. As of March 31, 2026, JLL and its affiliates owned an aggregate of 2,521,801 Class M-I shares and 8,726,003 Class N shares and have a value of approximately $126,338 as of March 31, 2026. The 8,726,003 Class N shares are classified as redeemable equity on our Consolidated Balance Sheets.
21
NOTE 11-COMMITMENTS AND CONTINGENCIES
We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.
From time to time, we have entered into contingent agreements for the acquisition and financing of properties. Such acquisitions and financings are subject to satisfactory completion of due diligence or meeting certain leasing or occupancy thresholds.
We are subject to fixed ground lease payments on South Beach Parking Garage of $126 per year until September 30, 2029, which will increase every five years thereafter by the lesser of 12% or the cumulative Consumer Price Index ("CPI") over the previous five year period. We are also subject to a variable ground lease payment calculated as 2.5% of revenue. The lease expires September 30, 2041 and has a ten-year renewal option.
The operating agreement for Grand Lakes Marketplace allows the unrelated third party joint venture partner, owning a 10% interest, to immediately put its interest to us at a market determined value.
The operating agreement for 4211 Starboard, 13500 Danielson Street, 2840 Loker Avenue and 15890 Bernardo Center Drive allows the unrelated third party joint venture partner, owning a 5% interest, to immediately put its interest to us at a market determined value.
The operating agreement for our investment in Single-Family Rental Portfolio I allows the unrelated third party joint venture partner, owning a 5% interest, to put its interest to us at a market determined value starting April 15, 2033.
The operating agreement for our investment in Single-Family Rental Portfolio II allows the unrelated third party joint venture, owning a 5% interest, to put its interest to us at a market determined value starting November 9, 2030.
NOTE 12-SEGMENT REPORTING
We have five operating segments: healthcare, industrial, residential, retail and other. Other includes operations of our consolidated parking garage and mortgage notes receivable. Consistent with how our chief operating decision maker ("CODM") reviews and manages our properties, the financial information summarized below is presented by operating segment for the three months ended March 31, 2026 and 2025. Our CODM is made up of our chief executive officer and two executives of our Advisor's portfolio management group.
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2026
|
Healthcare
|
|
Industrial
|
|
Residential
|
|
Retail
|
|
Other
|
|
Total
|
|
Assets as of March 31, 2026
|
$
|
649,289
|
|
|
$
|
2,086,867
|
|
|
$
|
1,956,110
|
|
|
$
|
611,486
|
|
|
$
|
52,713
|
|
|
$
|
5,356,465
|
|
|
Assets as of December 31, 2025
|
625,069
|
|
|
2,093,203
|
|
|
2,047,655
|
|
|
613,733
|
|
|
52,636
|
|
|
5,432,296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures by segment
|
$
|
831
|
|
|
$
|
2,885
|
|
|
$
|
5,078
|
|
|
$
|
2,558
|
|
|
$
|
-
|
|
|
$
|
11,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenue
|
$
|
17,150
|
|
|
$
|
41,462
|
|
|
$
|
41,141
|
|
|
$
|
14,825
|
|
|
$
|
71
|
|
|
$
|
114,649
|
|
|
Other revenue
|
2,213
|
|
|
321
|
|
|
1,605
|
|
|
239
|
|
|
456
|
|
|
4,834
|
|
|
Interest on mortgage notes receivable
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
540
|
|
|
540
|
|
|
Total revenues
|
$
|
19,363
|
|
|
$
|
41,783
|
|
|
$
|
42,746
|
|
|
$
|
15,064
|
|
|
$
|
1,067
|
|
|
$
|
120,023
|
|
|
Adjustments to total revenues(1)
|
(545)
|
|
|
(1,659)
|
|
|
(706)
|
|
|
(1,018)
|
|
|
4
|
|
|
(3,924)
|
|
|
Total segment revenue
|
$
|
18,818
|
|
|
$
|
40,124
|
|
|
$
|
42,040
|
|
|
$
|
14,046
|
|
|
$
|
1,071
|
|
|
$
|
116,099
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
$
|
1,479
|
|
|
$
|
6,542
|
|
|
$
|
6,371
|
|
|
$
|
1,837
|
|
|
$
|
97
|
|
|
$
|
16,326
|
|
|
Property operating
|
3,682
|
|
|
3,375
|
|
|
11,374
|
|
|
2,508
|
|
|
147
|
|
|
21,086
|
|
|
Property general and administrative
|
94
|
|
|
146
|
|
|
110
|
|
|
160
|
|
|
22
|
|
|
532
|
|
|
Total operating expenses
|
$
|
5,255
|
|
|
$
|
10,063
|
|
|
$
|
17,855
|
|
|
$
|
4,505
|
|
|
$
|
266
|
|
|
$
|
37,944
|
|
|
Adjustments to total operating expenses(2)
|
-
|
|
|
(23)
|
|
|
(280)
|
|
|
(118)
|
|
|
-
|
|
|
(421)
|
|
|
Total segment operating expenses
|
$
|
5,255
|
|
|
$
|
10,040
|
|
|
$
|
17,575
|
|
|
$
|
4,387
|
|
|
$
|
266
|
|
|
$
|
37,523
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment operating income
|
$
|
13,563
|
|
|
$
|
30,084
|
|
|
$
|
24,465
|
|
|
$
|
9,659
|
|
|
$
|
805
|
|
|
$
|
78,576
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation to net income
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment operating income
|
|
|
|
|
|
|
|
|
|
|
$
|
78,576
|
|
|
Elimination of adjustments
|
|
3,503
|
|
|
Corporate level revenue and operating expenses
|
|
344
|
|
|
Advisor fees
|
|
(10,321)
|
|
|
Company level expenses
|
|
(2,661)
|
|
|
Depreciation and amortization
|
|
(44,227)
|
|
|
Interest expense
|
|
(17,230)
|
|
|
Unrealized loss on financial obligation
|
|
(17,877)
|
|
|
Loss from unconsolidated real estate affiliates and fund investments
|
|
(548)
|
|
|
Gain on disposition of property and extinguishment of debt, net
|
|
13,150
|
|
|
Gain on disposition of unconsolidated affiliate
|
|
20,949
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
$
|
23,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation to total consolidated assets as of March 31, 2026
|
|
|
|
Assets per reportable segments
|
|
|
|
|
|
|
|
$
|
5,356,465
|
|
|
Investment in unconsolidated real estate affiliates, real estate fund investments and corporate level assets
|
|
173,151
|
|
|
Total consolidated assets
|
|
|
|
|
|
|
|
|
|
|
$
|
5,529,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation to total consolidated assets as of December 31, 2025
|
|
|
|
Assets per reportable segments
|
|
|
|
|
|
|
|
$
|
5,432,296
|
|
|
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets
|
|
195,083
|
|
|
Total consolidated assets
|
|
|
|
|
|
|
|
|
|
|
$
|
5,627,379
|
|
________
(1) Adjustments represent exclusion of straight-line rent and amortization of above and below lease intangibles as well as amounts attributable to our joint venture partner's share of total revenues.
(2) Adjustments represent amounts attributable to our joint venture partner's share of total operating expenses.
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2025
|
Healthcare
|
|
Industrial
|
|
Residential
|
|
Retail
|
|
Other
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures by segment
|
$
|
1,682
|
|
|
$
|
2,033
|
|
|
$
|
4,547
|
|
|
$
|
1,996
|
|
|
$
|
-
|
|
|
$
|
10,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenue
|
$
|
16,295
|
|
|
$
|
34,951
|
|
|
$
|
32,204
|
|
|
$
|
12,989
|
|
|
$
|
71
|
|
|
$
|
96,510
|
|
|
Other revenue
|
447
|
|
|
113
|
|
|
1,298
|
|
|
220
|
|
|
563
|
|
|
2,641
|
|
|
Interest on mortgage notes receivable
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,533
|
|
|
2,533
|
|
|
Total revenues
|
$
|
16,742
|
|
|
$
|
35,064
|
|
|
$
|
33,502
|
|
|
$
|
13,209
|
|
|
$
|
3,167
|
|
|
$
|
101,684
|
|
|
Adjustments to total revenues(1)
|
(1,166)
|
|
|
(1,518)
|
|
|
(138)
|
|
|
(719)
|
|
|
4
|
|
|
(3,537)
|
|
|
Total segment revenue
|
$
|
15,576
|
|
|
$
|
33,546
|
|
|
$
|
33,364
|
|
|
$
|
12,490
|
|
|
$
|
3,171
|
|
|
$
|
98,147
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
$
|
1,538
|
|
|
$
|
5,873
|
|
|
$
|
4,930
|
|
|
$
|
1,681
|
|
|
$
|
106
|
|
|
$
|
14,128
|
|
|
Property operating expenses
|
3,571
|
|
|
2,899
|
|
|
8,975
|
|
|
2,335
|
|
|
205
|
|
|
17,985
|
|
|
Property general and administrative
|
80
|
|
|
73
|
|
|
24
|
|
|
101
|
|
|
27
|
|
|
305
|
|
|
Total operating expenses
|
$
|
5,189
|
|
|
$
|
8,845
|
|
|
$
|
13,929
|
|
|
$
|
4,117
|
|
|
$
|
338
|
|
|
$
|
32,418
|
|
|
Adjustments to total operating expenses(2)
|
-
|
|
|
(19)
|
|
|
(56)
|
|
|
(105)
|
|
|
-
|
|
|
(180)
|
|
|
Total segment operating expenses
|
$
|
5,189
|
|
|
$
|
8,826
|
|
|
$
|
13,873
|
|
|
$
|
4,012
|
|
|
$
|
338
|
|
|
$
|
32,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment operating income
|
$
|
10,387
|
|
|
$
|
24,720
|
|
|
$
|
19,491
|
|
|
$
|
8,478
|
|
|
$
|
2,833
|
|
|
$
|
65,909
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation to net income
|
|
Total segment operating income
|
|
|
|
|
|
|
|
|
|
|
$
|
65,909
|
|
|
Elimination of adjustments
|
|
|
|
|
|
|
|
|
|
|
3,357
|
|
|
Corporate level revenue and operating expenses
|
|
|
|
|
|
|
|
(379)
|
|
|
Advisor fees
|
|
|
|
|
|
|
|
|
|
|
(9,834)
|
|
|
Company level expenses
|
|
|
|
|
|
|
|
|
|
|
(1,898)
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
(34,734)
|
|
|
Interest on mortgage note receivable
|
|
|
|
|
|
|
|
|
|
|
$
|
-
|
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
(26,975)
|
|
|
Unrealized loss on financial obligation
|
|
|
|
|
|
|
|
|
|
|
(7,132)
|
|
|
Income from unconsolidated real estate affiliates and fund investments
|
|
|
|
|
|
2,483
|
|
|
Gain on disposition of property and extinguishment of debt, net
|
|
|
|
|
|
|
2,434
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
$
|
(6,769)
|
|
________
(1) Adjustments represent exclusion of straight-line rent and amortization of above and below lease intangibles as well as amounts attributable to our joint venture partner's share of total revenues.
(2) Adjustments represent amounts attributable to our joint venture partner's share of total operating expenses.
NOTE 13-SUBSEQUENT EVENTS
On April 17, 2026, we acquired 4337 Allpoints Drive, a 605,000 square foot industrial property addition to our Whitestown Distribution Center portfolio, located in Whitestown, Indiana for approximately $60,250. The acquisition was funded with cash on hand and a draw on our Revolving Credit Facility.
On May 4, 2026, we sold 4211 Starboard Drive, a 130,000 square foot industrial property located in Fremont, California for approximately $61,000 less closing costs. In connection with the disposition, the mortgage loan associated with the property of $20,164 was retired. We estimate a gain on the sale of the property in the amount of $27,000.
* * * * * *
24
|
|
|
|
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
|
|
$ in thousands, except per share amounts
|
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q ("Form 10-Q") may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), regarding, among other things, our plans, strategies and prospects, both business and financial. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments. Forward-looking statements can be identified by the use of forward-looking terminology such as, but not limited to, "may," "should," "expect," "anticipate," "estimate," "would be," "believe," or "continue" or the negative or other variations of comparable terminology. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-Q is filed with the SEC. Except as required by law, we do not undertake to update or revise any forward-looking statements contained in this Form 10-Q. Important factors that could cause actual results to differ materially from the forward-looking statements are disclosed in "Item 1A. Risk Factors," "Item 1. Business" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our 2025 Form 10-K and our periodic reports filed with the SEC.
Management Overview
The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the consolidated financial statements appearing elsewhere in this Form 10-Q. All references to numbered Notes are to specific notes to our consolidated financial statements beginning on page 7 of this Form 10-Q, and the descriptions referred to are incorporated into the applicable portion of this section by reference. References to "base rent" in this Form 10-Q refer to cash payments made under the relevant lease(s), excluding real estate taxes and certain property operating expenses that are paid by us and are recoverable under the relevant lease(s) and exclude adjustments for straight-line rent revenue and above- and below-market lease amortization.
The discussions surrounding our portfolio of properties refer to our Consolidated Properties, including our DST Properties, and our Unconsolidated Properties, which can be found below (see - Properties).
Our primary business is the ownership and management of a diversified portfolio of healthcare, industrial, residential, retail and other properties primarily located in the United States and debt and equity interests backed principally by real estate, which we refer to as "real estate-related assets," located in the United States. The healthcare segment includes a small allocation to traditional office properties. The residential segment includes apartment properties and single-family rental homes. It is expected that over time our real estate portfolio will be further diversified on a global basis and complemented further by additional investments in real estate-related assets.
We are managed by our Advisor, LaSalle Investment Management, Inc., a subsidiary of our Sponsor, Jones Lang LaSalle Incorporated (NYSE: JLL), a leading professional services firm that specializes in real estate and investment management. We hire property management and leasing companies to provide the on-site, day-to-day management and leasing services for our properties. When selecting a property management or leasing company for one of our properties, we look for service providers that have a strong local market or industry presence, create portfolio efficiencies, have the ability to develop new business for us and will provide a strong internal control environment that will comply with our Sarbanes-Oxley Act of 2002 internal control requirements. We currently use a mix of property management and leasing service providers that include large national real estate service firms, including an affiliate of our Advisor and smaller local firms.
25
We seek to minimize risk and maintain stability of income and principal value through broad diversification across property sectors and geographic markets and by balancing tenant lease expirations and debt maturities across the real estate portfolio. Our diversification goals also take into account investing in sectors or regions we believe will create returns consistent with our investment objectives. Under normal conditions, we intend to pursue investments principally in well-located, well-leased properties within the healthcare, industrial, residential, retail and other sectors. We expect to actively manage the mix of properties and markets over time in response to changing operating fundamentals within each property sector and to changing economies and real estate markets in the geographic areas considered for investment. When consistent with our investment objectives, we also seek to maximize the tax efficiency of our investments through like-kind exchanges and other tax planning strategies.
The following charts summarize our portfolio diversification by property sector and geographic region based upon the fair value of our properties. These tables provide examples of how our Advisor evaluates our real estate portfolio when making investment decisions.
Estimated Percent of Fair Value as of March 31, 2026:
26
Our investments are not materially impacted by seasonality, despite certain of our retail tenants being impacted by seasonality. Percentage rents (rents computed as a percentage of tenant sales) that we earn from investments in retail properties may, in the future, be impacted by seasonality.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and the 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 period. For example, significant estimates and assumptions have been made with respect to the useful lives of assets, recoverable amounts of receivables, fair value of derivatives and real estate assets, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.
Critical Accounting Policies
This MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe there have been no significant changes during the three months ended March 31, 2026 to the items that we disclosed as our critical accounting policies and estimates under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K.
27
Properties
Properties owned at March 31, 2026, including DST Properties, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage Leased as of March 31, 2026
|
|
Property Name
|
|
Location
|
|
Acquisition Date
|
|
Ownership %
|
|
Net Rentable Square Feet
|
|
|
Consolidated Properties:
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare Segment:
|
|
|
|
|
|
|
|
|
|
|
|
Monument IV at Worldgate
|
|
Herndon, VA
|
|
August 27, 2004
|
|
100%
|
|
228,000
|
|
|
100%
|
|
140 Park Avenue
|
|
Florham Park, NJ
|
|
December 21, 2015
|
|
100
|
|
100,000
|
|
|
100
|
|
San Juan Medical Center
|
|
San Juan Capistrano, CA
|
|
April 1, 2016
|
|
100
|
|
40,000
|
|
|
93
|
|
Genesee Plaza
|
|
|
|
|
|
|
|
|
|
|
|
9333 Genesee Avenue
|
|
San Diego, CA
|
|
July 2, 2019
|
|
100
|
|
80,000
|
|
|
90
|
|
9339 Genesee Avenue
|
|
San Diego, CA
|
|
July 2, 2019
|
|
100
|
|
81,000
|
|
|
90
|
|
Fountainhead Corporate Park
|
|
|
|
|
|
|
|
|
|
|
|
Fountainhead Corporate Park I
|
|
Tempe, AZ
|
|
February 6, 2020
|
|
100
|
|
167,000
|
|
|
91
|
|
Fountainhead Corporate Park II
|
|
Tempe, AZ
|
|
February 6, 2020
|
|
100
|
|
128,000
|
|
|
78
|
|
170 Park Avenue
|
|
Florham Park, NJ
|
|
February 2, 2021
|
|
100
|
|
147,000
|
|
|
100
|
|
9101 Stony Point Drive
|
|
Richmond, VA
|
|
September 15, 2021
|
|
100
|
|
87,000
|
|
|
100
|
|
North Tampa Surgery Center
|
|
Odessa, FL
|
|
October 8, 2021
|
|
100
|
|
13,000
|
|
|
100
|
|
Duke Medical Center
|
|
Durham, NC
|
|
December 23, 2021
|
|
100
|
|
60,000
|
|
|
98
|
|
KC Medical Office Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
8600 NE 82nd Street
|
|
Kansas City, MO
|
|
December 23, 2021
|
|
100
|
|
11,000
|
|
|
100
|
|
1203 SW 7 Highway
|
|
Blue Springs, MO
|
|
December 23, 2021
|
|
100
|
|
10,000
|
|
|
100
|
|
Roeland Park Medical Office
|
|
Roeland Park, KS
|
|
December 28, 2021
|
|
100
|
|
30,000
|
|
|
100
|
|
South Reno Medical Center
|
|
Reno, NV
|
|
December 28, 2021
|
|
100
|
|
32,000
|
|
|
100
|
|
Sugar Land Medical Plaza
|
|
Sugar Land, TX
|
|
December 30, 2021
|
|
100
|
|
37,000
|
|
|
100
|
|
Cedar Medical Center
|
|
Flagstaff, AZ
|
|
April 29, 2022
|
|
100
|
|
26,000
|
|
|
100
|
|
North Boston Medical Center
|
|
Haverhill, MA
|
|
June 28, 2022
|
|
100
|
|
30,000
|
|
|
100
|
|
North Charlotte Medical Center
|
|
Stanley, NC
|
|
June 28, 2022
|
|
100
|
|
25,000
|
|
|
100
|
|
Grand Rapids Medical Center
|
|
Wyoming, MI
|
|
July 21, 2022
|
|
100
|
|
25,000
|
|
|
80
|
|
Glendale Medical Center
|
|
Los Angeles, CA
|
|
July 29, 2022
|
|
100
|
|
20,000
|
|
|
100
|
|
6300 Dumbarton Circle
|
|
Fremont, CA
|
|
September 15, 2022
|
|
100
|
|
44,000
|
|
|
100
|
|
6500 Kaiser Drive
|
|
Fremont, CA
|
|
September 15, 2022
|
|
100
|
|
88,000
|
|
|
100
|
|
Greater Sacramento Medical Center
|
|
Rancho Cordova, CA
|
|
September 16, 2022
|
|
100
|
|
18,000
|
|
|
100
|
|
Naperville Medical Center
|
|
Naperville, IL
|
|
March 28, 2025
|
|
100
|
|
39,000
|
|
|
100
|
|
3000 University Center Drive
|
|
Tampa, FL
|
|
December 12, 2025
|
|
100
|
|
133,000
|
|
|
100
|
|
West Boston Medical Center
|
|
Watertown, MA
|
|
February 27, 2026
|
|
100
|
|
53,000
|
|
|
100
|
|
Industrial Segment:
|
|
|
|
|
|
|
|
|
|
|
|
Kendall Distribution Center
|
|
Atlanta, GA
|
|
June 30, 2005
|
|
100%
|
|
409,000
|
|
|
100%
|
|
Suwanee Distribution Center
|
|
Suwanee, GA
|
|
June 28, 2013
|
|
100
|
|
559,000
|
|
|
100
|
|
Grand Prairie Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
3325 West Trinity Boulevard
|
|
Grand Prairie, TX
|
|
January 22, 2014
|
|
100
|
|
277,000
|
|
|
100
|
|
3324 West Trinity Boulevard
|
|
Grand Prairie, TX
|
|
May 31, 2019
|
|
100
|
|
145,000
|
|
|
100
|
|
Charlotte Distribution Center
|
|
Charlotte, NC
|
|
June 27, 2014
|
|
100
|
|
347,000
|
|
|
100
|
|
DFW Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
4050 Corporate Drive
|
|
Grapevine, TX
|
|
April 15, 2015
|
|
100
|
|
441,000
|
|
|
100
|
|
4055 Corporate Drive
|
|
Grapevine, TX
|
|
April 15, 2015
|
|
100
|
|
202,000
|
|
|
100
|
|
O'Hare Industrial Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
200 Lewis
|
|
Wood Dale, IL
|
|
September 30, 2015
|
|
100
|
|
31,000
|
|
|
100
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1225 Michael Drive
|
|
Wood Dale, IL
|
|
September 30, 2015
|
|
100
|
|
109,000
|
|
|
100
|
|
1300 Michael Drive
|
|
Wood Dale, IL
|
|
September 30, 2015
|
|
100
|
|
71,000
|
|
|
100
|
|
1301 Mittel Drive
|
|
Wood Dale, IL
|
|
September 30, 2015
|
|
100
|
|
53,000
|
|
|
100
|
|
1350 Michael Drive
|
|
Wood Dale, IL
|
|
September 30, 2015
|
|
100
|
|
56,000
|
|
|
100
|
|
2501 Allan Drive
|
|
Elk Grove, IL
|
|
September 30, 2015
|
|
100
|
|
198,000
|
|
|
100
|
|
2601 Allan Drive
|
|
Elk Grove, IL
|
|
September 30, 2015
|
|
100
|
|
124,000
|
|
|
100
|
|
Tampa Distribution Center
|
|
Tampa, FL
|
|
April 11, 2016
|
|
100
|
|
386,000
|
|
|
100
|
|
Aurora Distribution Center
|
|
Aurora, IL
|
|
May 19, 2016
|
|
100
|
|
305,000
|
|
|
100
|
|
Valencia Industrial Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
28150 West Harrison Parkway
|
|
Valencia, CA
|
|
June 29, 2016
|
|
100
|
|
87,000
|
|
|
100
|
|
28145 West Harrison Parkway
|
|
Valencia, CA
|
|
June 29, 2016
|
|
100
|
|
114,000
|
|
|
100
|
|
28904 Paine Avenue
|
|
Valencia, CA
|
|
June 29, 2016
|
|
100
|
|
117,000
|
|
|
100
|
|
25045 Tibbitts Avenue
|
|
Santa Clarita, CA
|
|
June 29, 2016
|
|
100
|
|
142,000
|
|
|
100
|
|
Mason Mill Distribution Center
|
|
Buford, GA
|
|
December 20, 2017
|
|
100
|
|
340,000
|
|
|
100
|
|
Fremont Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
45275 Northport Court
|
|
Fremont, CA
|
|
March 29, 2019
|
|
100
|
|
117,000
|
|
|
100
|
|
45630 Northport Loop East
|
|
Fremont, CA
|
|
March 29, 2019
|
|
100
|
|
120,000
|
|
|
100
|
|
Taunton Distribution Center
|
|
Taunton, MA
|
|
August 23, 2019
|
|
100
|
|
200,000
|
|
|
100
|
|
Chandler Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
1725 East Germann Road
|
|
Chandler, AZ
|
|
December 5, 2019
|
|
100
|
|
122,000
|
|
|
100
|
|
1825 East Germann Road
|
|
Chandler, AZ
|
|
December 5, 2019
|
|
100
|
|
89,000
|
|
|
100
|
|
Fort Worth Distribution Center
|
|
Fort Worth, TX
|
|
October 23, 2020
|
|
100
|
|
351,000
|
|
|
100
|
|
Whitestown Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
4993 Anson Boulevard
|
|
Whitestown, IN
|
|
December 11, 2020
|
|
100
|
|
280,000
|
|
|
100
|
|
5102 E 500 South
|
|
Whitestown, IN
|
|
December 11, 2020
|
|
100
|
|
440,000
|
|
|
100
|
|
Louisville Distribution Center
|
|
Shepherdsville, KY
|
|
January 21, 2021
|
|
100
|
|
1,040,000
|
|
|
100
|
|
Southeast Phoenix Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
6511 West Frye Road
|
|
Chandler, AZ
|
|
February 23, 2021
|
|
100
|
|
102,000
|
|
|
100
|
|
6565 West Frye Road
|
|
Chandler, AZ
|
|
February 23, 2021
|
|
100
|
|
118,000
|
|
|
100
|
|
6615 West Frey Road
|
|
Chandler, AZ
|
|
February 23, 2021
|
|
100
|
|
136,000
|
|
|
100
|
|
6677 West Frye Road
|
|
Chandler, AZ
|
|
February 23, 2021
|
|
100
|
|
118,000
|
|
|
100
|
|
6635 West Frye Road
|
|
Chandler, AZ
|
|
June 8, 2022
|
|
100
|
|
105,000
|
|
|
100
|
|
6575 West Frye Road
|
|
Chandler, AZ
|
|
June 8, 2022
|
|
100
|
|
140,000
|
|
|
100
|
|
Louisville Airport Distribution Center
|
|
Louisville, KY
|
|
June 24, 2021
|
|
100
|
|
284,000
|
|
|
100
|
|
13500 Danielson Street (1)
|
|
Poway, CA
|
|
July 2, 2021
|
|
95
|
|
73,000
|
|
|
100
|
|
4211 Starboard Drive (1)
|
|
Fremont, CA
|
|
July 9, 2021
|
|
95
|
|
130,000
|
|
|
100
|
|
5 National Way
|
|
Durham, NC
|
|
September 28, 2021
|
|
100
|
|
188,000
|
|
|
100
|
|
47 National Way
|
|
Durham, NC
|
|
September 28, 2021
|
|
100
|
|
187,000
|
|
|
100
|
|
Friendship Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
4627 Distribution Pkwy
|
|
Buford, GA
|
|
October 20, 2021
|
|
100
|
|
126,000
|
|
|
100
|
|
4630 Distribution Pkwy
|
|
Buford, GA
|
|
October 20, 2021
|
|
100
|
|
149,000
|
|
|
100
|
|
4646 Distribution Pkwy
|
|
Buford, GA
|
|
October 20, 2021
|
|
100
|
|
102,000
|
|
|
100
|
|
4651 Distribution Pkwy
|
|
Buford, GA
|
|
October 20, 2021
|
|
100
|
|
272,000
|
|
|
100
|
|
South San Diego Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
2001 Sanyo Avenue
|
|
San Diego, CA
|
|
October 28, 2021
|
|
100
|
|
320,000
|
|
|
17
|
|
2055 Sanyo Avenue
|
|
San Diego, CA
|
|
October 28, 2021
|
|
100
|
|
209,000
|
|
|
58
|
|
2065 Sanyo Avenue
|
|
San Diego, CA
|
|
October 28, 2021
|
|
100
|
|
136,000
|
|
|
100
|
|
1755 Britannia Drive
|
|
Elgin, IL
|
|
November 16, 2021
|
|
100
|
|
80,000
|
|
|
100
|
|
2451 Bath Road
|
|
Elgin, IL
|
|
November 16, 2021
|
|
100
|
|
327,000
|
|
|
100
|
|
687 Conestoga Parkway
|
|
Shepardsville, KY
|
|
November 17, 2021
|
|
100
|
|
327,000
|
|
|
100
|
|
2840 Loker Avenue (1)
|
|
Carlsbad, CA
|
|
November 30, 2021
|
|
95
|
|
104,000
|
|
|
100
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15890 Bernardo Center Drive (1)
|
|
San Diego, CA
|
|
November 30, 2021
|
|
95
|
|
48,000
|
|
|
100
|
|
Northeast Atlanta Distribution Center
|
|
Jefferson, GA
|
|
April 8, 2022
|
|
100
|
|
459,000
|
|
|
100
|
|
West Phoenix Distribution Center
|
|
Glendale, AZ
|
|
September 30, 2022
|
|
100
|
|
1,200,000
|
|
|
100
|
|
Puget Sound Distribution Center
|
|
Lacey, WA
|
|
October 6, 2022
|
|
100
|
|
142,000
|
|
|
73
|
|
Louisville Logistics Center
|
|
Shepherdsville, KY
|
|
April 20, 2023
|
|
100
|
|
1,043,000
|
|
|
100
|
|
Minneapolis Distribution Center
|
|
Maple Grove, MN
|
|
November 19, 2024
|
|
100
|
|
443,000
|
|
|
100
|
|
Richmond Distribution Center
|
|
Richmond, VA
|
|
March 5, 2025
|
|
100
|
|
279,000
|
|
|
100
|
|
Glendale Distribution Center
|
|
Glendale, AZ
|
|
July 29, 2025
|
|
100
|
|
1,024,000
|
|
|
100
|
|
West Raleigh Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
895 Gateway Drive
|
|
Apex, NC
|
|
September 10, 2025
|
|
100
|
|
138,000
|
|
|
100
|
|
875 Gateway Drive
|
|
Apex, NC
|
|
September 10, 2025
|
|
100
|
|
176,000
|
|
|
100
|
|
3550 Brightleaf Lane
|
|
Apex, NC
|
|
September 10, 2025
|
|
100
|
|
138,000
|
|
|
100
|
|
3560 Brightleaf Lane
|
|
Apex, NC
|
|
September 10, 2025
|
|
100
|
|
206,000
|
|
|
27
|
|
3530 Brightleaf Lane
|
|
Apex, NC
|
|
September 10, 2025
|
|
100
|
|
327,000
|
|
|
100
|
|
Residential Segment:
|
|
|
|
|
|
|
|
|
|
|
|
Townlake of Coppell
|
|
Coppell, TX
|
|
May 22, 2015
|
|
100%
|
|
351,000
|
|
|
94%
|
|
AQ Rittenhouse
|
|
Philadelphia, PA
|
|
July 30, 2015
|
|
100
|
|
92,000
|
|
|
92
|
|
Lane Parke Apartments
|
|
Mountain Brook, AL
|
|
May 26, 2016
|
|
100
|
|
263,000
|
|
|
95
|
|
The Penfield
|
|
St. Paul, MN
|
|
September 22, 2016
|
|
100
|
|
245,000
|
|
|
94
|
|
Jory Trail at the Grove
|
|
Wilsonville, OR
|
|
July 14, 2017
|
|
100
|
|
315,000
|
|
|
93
|
|
The Reserve at Johns Creek
|
|
Johns Creek, GA
|
|
July 28, 2017
|
|
100
|
|
244,000
|
|
|
91
|
|
Villas at Legacy
|
|
Plano, TX
|
|
June 6, 2018
|
|
100
|
|
340,000
|
|
|
95
|
|
Summit at San Marcos
|
|
Chandler, AZ
|
|
July 31, 2019
|
|
100
|
|
257,000
|
|
|
96
|
|
Haven North Andover
|
|
North Andover, MA
|
|
May 3, 2021
|
|
100
|
|
204,000
|
|
|
79
|
|
The Preserve at the Meadows
|
|
Fort Collins, CO
|
|
August 23, 2021
|
|
100
|
|
208,000
|
|
|
92
|
|
The Rockwell
|
|
Berlin, MA
|
|
August 31, 2021
|
|
100
|
|
233,000
|
|
|
97
|
|
Miramont Apartments
|
|
Fort Collins, CO
|
|
September 29, 2021
|
|
100
|
|
212,000
|
|
|
94
|
|
Pinecone Apartments
|
|
Fort Collins, CO
|
|
September 29, 2021
|
|
100
|
|
176,000
|
|
|
97
|
|
Reserve at Venice
|
|
North Venice, FL
|
|
December 17, 2021
|
|
100
|
|
268,000
|
|
|
95
|
|
Woodside Trumbull
|
|
Trumbull, CT
|
|
December 21, 2021
|
|
100
|
|
207,000
|
|
|
96
|
|
Shores at Lake Howell
|
|
Casselberry, FL
|
|
March 30, 2022
|
|
100
|
|
374,000
|
|
|
96
|
|
Oak Street Lofts
|
|
Tigard, OR
|
|
July 15, 2022
|
|
100
|
|
162,000
|
|
|
94
|
|
Molly Brook on Belmont
|
|
North Haledon, NJ
|
|
September 27, 2022
|
|
100
|
|
177,000
|
|
|
94
|
|
Creekview Crossing
|
|
Sherwood, OR
|
|
February 29, 2024
|
|
100
|
|
217,000
|
|
|
94
|
|
Single-Family Rental Portfolio I (1)(2)
|
|
Various
|
|
August 5, 2021
|
|
95
|
|
3,382,000
|
|
|
94
|
|
Single-Family Rental Portfolio II (1)
|
|
Various
|
|
Various
|
|
95
|
|
858,000
|
|
|
94
|
|
Retail Segment:
|
|
|
|
|
|
|
|
|
|
|
|
The District at Howell Mill (1)
|
|
Atlanta, GA
|
|
June 15, 2007
|
|
88%
|
|
306,000
|
|
|
98%
|
|
Grand Lakes Marketplace (1)
|
|
Katy, TX
|
|
September 17, 2013
|
|
90
|
|
131,000
|
|
|
99
|
|
Rancho Temecula Town Center
|
|
Temecula, CA
|
|
June 16, 2014
|
|
100
|
|
165,000
|
|
|
88
|
|
Skokie Commons
|
|
Skokie, IL
|
|
May 15, 2015
|
|
100
|
|
97,000
|
|
|
95
|
|
Whitestone Market
|
|
Austin, TX
|
|
September 30, 2015
|
|
100
|
|
145,000
|
|
|
98
|
|
Maui Mall
|
|
Kahului, HI
|
|
December 22, 2015
|
|
100
|
|
235,000
|
|
|
88
|
|
Silverstone Marketplace
|
|
Scottsdale, AZ
|
|
July 27, 2016
|
|
100
|
|
78,000
|
|
|
89
|
|
Kierland Village Center
|
|
Scottsdale, AZ
|
|
September 30, 2016
|
|
100
|
|
118,000
|
|
|
100
|
|
Timberland Town Center
|
|
Beaverton, OR
|
|
September 30, 2016
|
|
100
|
|
92,000
|
|
|
100
|
|
Montecito Marketplace
|
|
Las Vegas, NV
|
|
August 8, 2017
|
|
100
|
|
190,000
|
|
|
100
|
|
Milford Crossing
|
|
Milford, MA
|
|
January 29, 2020
|
|
100
|
|
159,000
|
|
|
100
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patterson Place
|
|
Durham, NC
|
|
May 31, 2022
|
|
100
|
|
25,000
|
|
|
89
|
|
Silverado Square
|
|
Las Vegas, NV
|
|
June 1, 2022
|
|
100
|
|
48,000
|
|
|
100
|
|
Woodlawn Point
|
|
Marietta, GA
|
|
June 30, 2022
|
|
100
|
|
98,000
|
|
|
100
|
|
Westbury Square
|
|
Huntsville, AL
|
|
December 22, 2025
|
|
100
|
|
123,000
|
|
|
100
|
|
Other Segment:
|
|
|
|
|
|
|
|
|
|
|
|
South Beach Parking Garage (3)
|
|
Miami Beach, FL
|
|
January 28, 2014
|
|
100%
|
|
130,000
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unconsolidated Properties:
|
|
|
|
|
|
|
|
|
|
|
|
Chicago Parking Garage (4)
|
|
Chicago, IL
|
|
December 23, 2014
|
|
100%
|
|
167,000
|
|
|
N/A
|
|
NYC Retail Portfolio (5)(6)
|
|
NY/NJ
|
|
December 8, 2015
|
|
14
|
|
1,790,000
|
|
|
82
|
|
Pioneer Tower (7)
|
|
Portland, OR
|
|
June 28, 2016
|
|
100
|
|
308,000
|
|
|
30
|
|
The Tremont (1)
|
|
Burlington, MA
|
|
July 19, 2018
|
|
75
|
|
175,000
|
|
|
95
|
|
The Huntington (1)
|
|
Burlington, MA
|
|
July 19, 2018
|
|
75
|
|
115,000
|
|
|
93
|
|
Siena Suwanee Town Center (8)
|
|
Suwanee, GA
|
|
December 15, 2020
|
|
100
|
|
226,000
|
|
|
95
|
________
(1)We own a majority interest in the joint venture that owns a fee simple interest in this property.
(2)We own a 95% interest in a portfolio of 1,900 single-family rental homes located in various cities across the United States.
(3)The parking garage contains 343 stalls. This property is owned leasehold.
(4)We own a condominium interest in the building that contains a 366 stall parking garage.
(5)We own an approximate 14% interest in a portfolio of six urban infill retail properties located in the greater New York City area.
(6)We have elected the fair value option to account for this investment.
(7)We own a condominium interest in the building that contains a 17 story multi-tenant healthcare property.
(8)We own a condominium interest in the project that contains a 240-unit residential property.
Operating Statistics
We generally hold investments in properties with high occupancy rates leased to quality tenants under long-term, non-cancelable leases, except that leases for residential properties are generally for one year. We believe these leases are beneficial to achieving our investment objectives. The following table shows our operating statistics by property type for our consolidated properties as of March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Properties / Portfolios (1)
|
|
Total Area
(Sq Ft)
|
|
% of Total
Area
|
|
Stabilized Occupancy %
|
|
Average Minimum
Base Rent per
Occupied Sq Ft (1)
|
|
Healthcare
|
27
|
|
|
1,752,000
|
|
|
6
|
%
|
|
96
|
%
|
|
$
|
33.59
|
|
|
Industrial
|
66
|
|
|
16,628,000
|
|
|
57
|
|
|
97
|
|
|
7.75
|
|
|
Residential(2)
|
21
|
|
|
8,785,000
|
|
|
30
|
|
|
94
|
|
|
20.61
|
|
|
Retail
|
15
|
|
|
2,010,000
|
|
|
7
|
|
|
96
|
|
|
23.14
|
|
|
Other
|
1
|
|
|
130,000
|
|
|
-
|
|
|
N/A
|
|
N/A
|
|
Total
|
130
|
|
|
29,305,000
|
|
|
100
|
%
|
|
96
|
%
|
|
$
|
14.24
|
|
________
(1)Amount calculated as in-place minimum base rent for all occupied space at March 31, 2026 and excludes any straight line rents, tenant recoveries and percentage rent revenues.
(2)Residential includes 2,430 single-family rental homes in the Single-Family Rental Portfolio I and II.
As of March 31, 2026, our average effective annual rent per square foot, calculated as average minimum base rent per occupied square foot less tenant concessions and allowances, was $13.43 for our consolidated properties.
31
Recent Events and Outlook
Property Valuations
Property valuations increased by approximately 0.6% across our portfolio during the three months ending March 31, 2026 driven by strong leasing activities at a number of our properties as capital market assumptions remained mostly unchanged from year end.
Credit Facility
On March 12, 2026, we amended our $1,000,000 Credit Facility, which consists of a $600,000 Revolving Credit Facility and a $400,000 Term Loan. The Credit Facility provides us with the ability, from time to time, to increase the size of the Credit Facility up to a total of $1,300,000, subject to receipt of lender commitments and other conditions. The maturity date of both the Term Loan and Revolving Credit Facility is March 13, 2028 and contains three one-year extension options. We are in compliance with our debt covenants as of March 31, 2026. We expect to maintain compliance with our debt covenants.
Liquidity
At March 31, 2026, we had in excess of $110,000 in total cash on hand and $600,000 of capacity under our Credit Facility.
Share Repurchase Plan
During the first quarter of 2026, we repurchased 100% of requests totaling $90,201 of our common stock pursuant to our share repurchase plan, which had a quarterly limit of $119,391. The quarterly limit on repurchases is calculated as 5% of our NAV as of the last day of the previous quarter. The limit for the second quarter of 2026 is $116,923.
Fair Value of Assets and Liabilities
We account for our approximate 14% investment in the NYC Retail Portfolio using the fair value option. During the quarter ended March 31, 2026, we recorded an unrealized fair value loss of $681 related to our investment in the NYC Retail Portfolio. Our consolidated interest rate swaps and collars resulted in an unrealized fair value gain of $6,438 during the quarter. We utilize our interest rate caps, swaps and collars to fix interest rates on variable rate debt we plan to hold to maturity.
Current Offerings
On June 6, 2025, the SEC declared our Current Public Offering effective registering up to $1,500,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $1,200,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We intend to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each offering period, subject to regulatory approval. We intend to primarily use the net proceeds from our public offerings, after we pay the fees and expenses attributable to the offerings and our operations, to (1) grow and further diversify our portfolio by making investments in accordance with our investment strategy and policies, (2) reduce borrowings and repay indebtedness incurred under various financing instruments and (3) fund repurchases of our shares under our share repurchase plan.
On March 3, 2015, we commenced our Class N Private Offering of up to $350,000 in shares of our Class N common stock with an indefinite duration. On October 7, 2025, we commenced our Continuous Private Offering of Class D, Class I, Class S, and Class Z common stock. Proceeds from our Class N Private Offering and Continuous Private Offering will be used for the same corporate purposes as the proceeds from our public offerings.
On October 16, 2019, we, through our operating partnership, initiated the DST Program, and on August 6, 2024, our board of directors approved an increase to raise up to a total of $3,000,000 in private placements exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder through the sale of beneficial interests to accredited investors in specific DSTs holding DST Properties, which may be sourced from our real properties or from third parties.
32
Capital Raised and Use of Proceeds
As of March 31, 2026, we have raised gross proceeds of approximately $7,115,000 since 2012 from our public and private offerings as well as through our DST Program. We used these proceeds along with proceeds from mortgage debt to acquire approximately $6,195,000 of real estate investments, deleverage the Company by repaying mortgage loans of approximately $1,066,000 and repurchase shares of our common stock for approximately $2,446,000.
2026 Property Acquisitions
•West Boston Medical Center totaling 53,000 square foot for approximately $32,150.
2026 Property Dispositions
•Dylan Point Loma for approximately $91,000 less closing costs and recorded a gain on the disposition of approximately $12,800;
•Kingston at McClean Crossing for approximately $144,500 less closing costs and recorded a gain on the sale of our investment in the amount of $20,949.
2026 Financings
•Amended the Credit Facility extending the maturity date on the Term Loan and Revolving Credit Facility to March 13, 2028;
•Retired one loan totaling approximately $37,175; and
•Entered into a loan related to the acquisition of West Boston Medical Center for $19,290.
Investment Objectives and Strategy
Our primary investment objectives are:
•to generate an attractive level of current income for distribution to our stockholders;
•to preserve and protect our stockholders' capital investments;
•to achieve appreciation of our NAV over time; and
•to enable stockholders to utilize real estate as an asset class in diversified, long-term investment portfolios.
We cannot ensure that we will achieve our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases, these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.
The cornerstone of our investment strategy is to acquire and manage income-producing commercial real estate properties and real estate-related assets around the world. We believe this strategy enables us to provide our stockholders with a portfolio that is well-diversified across property type, geographic region and industry, both in the United States and internationally. It is our belief that adding international investments to our portfolio over time will serve as an effective tool to construct a well-diversified portfolio designed to provide our stockholders with stable distributions and attractive long-term risk-adjusted returns.
We believe that our broadly diversified portfolio benefits our stockholders by providing:
•diversification of sources of income;
•access to attractive real estate opportunities currently in the United States and, over time, around the world; and
•exposure to a return profile that should have lower correlations with other investments.
Since real estate markets are often cyclical in nature, our strategy allows us to more effectively deploy capital into property types and geographic regions where the underlying investment fundamentals are relatively strong or strengthening and away from those property types and geographic regions where such fundamentals are relatively weak or weakening. We intend to meet our investment objectives by selecting investments across multiple property types and geographic regions to achieve portfolio stability, diversification, current income and favorable risk-adjusted returns. To a lesser degree, we also invest in debt and equity interests backed principally by real estate, which we refer to collectively as "real estate-related assets."
33
We leverage LaSalle's broad commercial real estate research and strategy platform and resources to employ a research-based investment philosophy focused on building a portfolio of commercial properties and real estate-related assets that we believe has the potential to provide stable income streams and outperform market averages over an extended holding period. Furthermore, we believe that having access to LaSalle and JLL's international organization and platform, with real estate professionals living and working full time throughout our global target markets, will be a valuable resource to us when considering and executing upon international investment opportunities.
Our board of directors has adopted investment guidelines for our Advisor to implement and actively monitor in order to allow us to achieve and maintain diversification in our overall investment portfolio. Our board of directors formally reviews our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Our board of directors reviews the investment guidelines to ensure that the guidelines are being followed and are in the best interests of our stockholders. Each such determination and the basis therefor shall be set forth in the minutes of the meetings of our board of directors. Changes to our investment guidelines must be approved by our board of directors but do not require notice to or the vote of stockholders.
We seek to invest:
•up to 95% of our assets in properties;
•up to 25% of our assets in real estate-related assets; and
•up to 15% of our assets in cash, cash equivalents and other short-term investments.
Notwithstanding the above, the actual percentage of our portfolio that is invested in each investment type may from time to time be outside these target levels due to numerous factors including, but not limited to, large inflows of capital over a short period of time, lack of attractive investment opportunities or increases in anticipated cash requirements for repurchase requests.
We expect to maintain a targeted company leverage ratio (calculated as our share of total liabilities divided by our share of the fair value of total assets) of between 30% and 50%. We intend to use low leverage, or in some cases possibly no leverage, to finance new acquisitions in order to maintain our targeted company leverage ratio. Our company leverage ratio was 30% as of March 31, 2026.
2026 Key Initiatives
Our initiatives for 2026 are to use capital raised from our public and private offerings and the DST Program to acquire new investment opportunities, repurchase stock under our share repurchase plan, and fund monthly distributions. Likely acquisition candidates may include well-located, industrial, healthcare, residential, retail properties and originating mortgage loan investments that align with our property investment strategy. We will also attempt to further our geographic diversification. We will use debt financing when attractive interest rates are available, while looking to keep the company leverage ratio in the 30% to 50% range. We also intend to use our Revolving Credit Facility to allow us to efficiently manage our cash flows.
34
Results of Operations
General
Our revenues are primarily received from tenants in the form of fixed minimum base rents and recoveries of operating expenses. Our expenses primarily relate to the costs of operating and financing our properties. Our share of the net income, net loss or dividend income from our unconsolidated real estate affiliates is included in income from unconsolidated affiliates and fund investments. We believe the following analysis of reportable segments provides important information about the operating results of our real estate investments, such as trends in total revenues or operating expenses that may not be as apparent in a period-over-period comparison of our entire Company. We group our investments in real estate assets from continuing operations into five reportable operating segments based on the type of property, which are healthcare, industrial, residential, retail and other. Operations from corporate level items and real estate assets sold are excluded from reportable segments.
Results of Operations for the Three Months Ended March 31, 2026 and 2025:
Properties acquired or sold after January 1, 2025 are presented within the recent acquisitions and sold properties line for all periods presented. The properties currently presented within the recent acquisitions and sold properties line include the properties listed as either acquired in the current or prior year in the Properties section above in addition to Single-Family Rental Portfolio I (consolidated in 2025), 237 Via Vera Cruz (sold in 2025) and Dylan Point Loma (sold in 2026). Properties owned for the three months ended March 31, 2026 and 2025 are referred to as our comparable properties.
Revenues
The following chart sets forth revenues, by reportable segment, for the three months ended March 31, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2026
|
|
Three Months Ended March 31, 2025
|
|
$
Change
|
|
%
Change
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Rental revenue
|
|
|
|
|
|
|
|
|
Healthcare
|
$
|
16,091
|
|
|
$
|
16,282
|
|
|
$
|
(191)
|
|
|
(1.2)
|
%
|
|
Industrial
|
35,126
|
|
|
34,741
|
|
|
385
|
|
|
1.1
|
|
|
Residential
|
29,981
|
|
|
30,349
|
|
|
(368)
|
|
|
(1.2)
|
|
|
Retail
|
13,949
|
|
|
12,989
|
|
|
960
|
|
|
7.4
|
|
|
Other
|
71
|
|
|
71
|
|
|
-
|
|
|
-
|
|
|
Comparable properties total
|
$
|
95,218
|
|
|
$
|
94,432
|
|
|
$
|
786
|
|
|
0.8
|
%
|
|
Recent acquisitions and sold properties
|
19,431
|
|
|
2,078
|
|
|
17,353
|
|
|
835.1
|
|
|
Total rental revenue
|
$
|
114,649
|
|
|
$
|
96,510
|
|
|
$
|
18,139
|
|
|
18.8
|
%
|
|
|
|
|
|
|
|
|
|
|
Other revenue
|
|
|
|
|
|
|
|
|
Healthcare
|
$
|
2,213
|
|
|
$
|
447
|
|
|
$
|
1,766
|
|
|
395.1
|
%
|
|
Industrial
|
321
|
|
|
112
|
|
|
209
|
|
|
186.6
|
|
|
Residential
|
1,356
|
|
|
1,284
|
|
|
72
|
|
|
5.6
|
|
|
Retail
|
238
|
|
|
220
|
|
|
18
|
|
|
8.2
|
|
|
Other
|
456
|
|
|
563
|
|
|
(107)
|
|
|
(19.0)
|
|
|
Comparable properties total
|
$
|
4,584
|
|
|
$
|
2,626
|
|
|
$
|
1,958
|
|
|
74.6
|
%
|
|
Recent acquisitions and sold properties
|
889
|
|
|
402
|
|
|
487
|
|
|
121.1
|
|
|
Total other revenue
|
$
|
5,473
|
|
|
$
|
3,028
|
|
|
$
|
2,445
|
|
|
80.7
|
%
|
|
|
|
|
|
|
|
|
|
|
Interest on mortgage notes receivable
|
$
|
540
|
|
|
$
|
2,533
|
|
|
$
|
(1,993)
|
|
|
(78.7)
|
%
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
$
|
120,662
|
|
|
$
|
102,071
|
|
|
$
|
18,591
|
|
|
18.2
|
%
|
35
Rental revenue at comparable properties increased by $786 for the three months ended March 31, 2026 as compared to the same period in 2025. Increases within our retail and industrial segments were primarily related to an increase in rental rates and occupancy at various properties during the three months ended March 31, 2026 as compared to the same period in 2025. Decreases in rental revenue within the residential segment are primarily related to an approximate $250 decrease at certain residential properties due to lower market rental rates and a decrease in occupancy for the three months ended March 31, 2026 as compared to the same period in 2025.
Other revenues relate mainly to parking and nonrecurring revenue such as lease termination fees. Other revenue at comparable properties increased by $1,958 for the three months ended March 31, 2026 as compared to the same period in 2025. The increase within our industrial segment is related to a $1,715 lease termination fee received at 6500 Kaiser Drive during the three months ended March 31, 2026.
Interest on mortgage notes receivable relates to interest income earned on first mortgage notes originated by us. The decrease in interest earned relates to lower outstanding balances held during the three months ended March 31, 2026 as compared to the same period in 2025 due to mortgage notes being repaid in full during 2025.
Operating Expenses
The following chart sets forth real estate taxes and property operating expenses by reportable segment, for the three months ended March 31, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2026
|
|
Three Months Ended March 31, 2025
|
|
$
Change
|
|
%
Change
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
|
|
|
|
|
|
Healthcare
|
$
|
1,405
|
|
|
$
|
1,538
|
|
|
$
|
(133)
|
|
|
(8.6)
|
%
|
|
Industrial
|
6,065
|
|
|
5,941
|
|
|
124
|
|
|
2.1
|
|
|
Residential
|
4,432
|
|
|
4,612
|
|
|
(180)
|
|
|
(3.9)
|
|
|
Retail
|
1,794
|
|
|
1,680
|
|
|
114
|
|
|
6.8
|
|
|
Other
|
97
|
|
|
106
|
|
|
(9)
|
|
|
(8.5)
|
|
|
Comparable properties total
|
$
|
13,793
|
|
|
$
|
13,877
|
|
|
$
|
(84)
|
|
|
(0.6)
|
%
|
|
Recent acquisitions and sold properties
|
2,533
|
|
|
251
|
|
|
2,282
|
|
|
909
|
|
|
Total real estate taxes
|
$
|
16,326
|
|
|
$
|
14,128
|
|
|
$
|
2,198
|
|
|
15.6
|
%
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses
|
|
|
|
|
|
|
|
|
Healthcare
|
$
|
3,634
|
|
|
$
|
3,566
|
|
|
$
|
68
|
|
|
1.9
|
%
|
|
Industrial
|
2,971
|
|
|
2,877
|
|
|
94
|
|
|
3.3
|
|
|
Residential
|
8,586
|
|
|
8,266
|
|
|
320
|
|
|
3.9
|
|
|
Retail
|
2,459
|
|
|
2,336
|
|
|
123
|
|
|
5.3
|
|
|
Other
|
147
|
|
|
205
|
|
|
(58)
|
|
|
(28.3)
|
|
|
Comparable properties total
|
$
|
17,797
|
|
|
$
|
17,250
|
|
|
$
|
547
|
|
|
3.2
|
%
|
|
Recent acquisitions and sold properties
|
3,295
|
|
|
735
|
|
|
2,560
|
|
|
348
|
|
|
Total property operating expenses
|
$
|
21,092
|
|
|
$
|
17,985
|
|
|
$
|
3,107
|
|
|
17.3
|
%
|
|
Total operating expenses
|
$
|
37,418
|
|
|
$
|
32,113
|
|
|
$
|
5,305
|
|
|
16.5
|
%
|
Real estate taxes at comparable properties decreased by $84 for the three months ended March 31, 2026 as compared to the same period in 2025. Our properties are reassessed periodically by the taxing authorities, which may result in increases or decreases in the real estate taxes that we owe. Overall, we expect real estate taxes to increase over time; however, we utilize real estate tax consultants to attempt to control assessment increases.
Property operating expenses consist of the costs of ownership and operation of the real estate investments, many of which are recoverable under net leases. Examples of property operating expenses include insurance, utilities and repair and maintenance expenses. Property operating expenses at comparable properties increased by $547 during the three months ended March 31, 2026 as compared to the same period in 2025 and are generally related to higher repairs and maintenance projects, increased property management costs and higher utility and snow removal costs in some markets.
36
The following chart sets forth revenues and expenses not directly related to the operations of the reportable segments for the three months ended March 31, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2026
|
|
Three Months Ended March 31, 2025
|
|
$
Change
|
|
%
Change
|
|
Property general and administrative
|
$
|
(821)
|
|
|
$
|
(1,071)
|
|
|
$
|
250
|
|
|
(23.3)
|
%
|
|
Advisor fees
|
(10,321)
|
|
|
(9,834)
|
|
|
(487)
|
|
|
5.0
|
|
|
Company level expenses
|
(2,661)
|
|
|
(1,898)
|
|
|
(763)
|
|
|
40.2
|
|
|
Depreciation and amortization
|
(44,227)
|
|
|
(34,734)
|
|
|
(9,493)
|
|
|
27.3
|
|
|
Interest expense
|
(17,230)
|
|
|
(26,975)
|
|
|
9,745
|
|
|
(36.1)
|
|
|
Unrealized loss on financial obligation
|
(17,877)
|
|
|
(7,132)
|
|
|
(10,745)
|
|
|
150.7
|
|
|
(Loss) income from unconsolidated real estate affiliates and fund investments
|
(548)
|
|
|
2,483
|
|
|
(3,031)
|
|
|
(122.1)
|
|
|
Gain on disposition of property
|
13,150
|
|
|
2,434
|
|
|
10,716
|
|
|
440.3
|
|
|
Gain on disposition of unconsolidated affiliate
|
20,949
|
|
|
-
|
|
|
20,949
|
|
|
100.0
|
|
|
Total expenses
|
$
|
(59,586)
|
|
|
$
|
(76,727)
|
|
|
$
|
17,141
|
|
|
(22.3)
|
%
|
Property general and administrative expenses relate mainly to property expenses unrelated to the operations of the property. Property general and administrative expenses decreased during the three months ended March 31, 2026 as compared to the same period in 2025 primarily due to an decrease in in state level taxes.
Advisor fees relate to the fixed advisory and performance fees earned by our Advisor. Fixed fees increase or decrease based on changes in our NAV, which have been and will be primarily impacted by changes in capital raised and the value of our properties. The performance fee is accrued when the total return per share for a share class exceeds 7% for that calendar year, and our Advisor will receive 10% of the excess total return above the 7% threshold. The increase in advisor fees of $487 for the three months ended March 31, 2026 as compared to the same period in 2025 is related to an increase in NAV of our operating partnership.
Company level expenses relate mainly to our compliance and administration related costs. Company level expenses increased by $763 for the three months ended March 31, 2026 when compared to the same period in 2025 primarily due to higher professional fees.
Depreciation and amortization expense is impacted by the values assigned to buildings, personal property and in-place lease assets as part of the initial purchase price allocation. Depreciation and amortization expense increased by $9,493 for the three months ended March 31, 2026 as compared to the same period in 2025 primarily due to the consolidation of Single-Family Rental Portfolio I on April 23, 2025 and other acquisitions.
Interest expense decreased by $9,745 for the three months ended March 31, 2026 as compared to the same period in 2025 primarily as a result of approximately $9,100 decrease in expense from increases in fair value of our interest rate derivatives. Additionally, an approximate $6,600 decrease in interest expense on the financial obligations related to the DST Program primarily the result of master lease payments made during the three months ending March 31, 2025. Offsetting these decreases is approximately $5,600 of increase in interest expense related to a higher overall mortgage loan balances during the three months ended March 31, 2026 when compared to the same period in 2025.
Unrealized loss on financial obligation relates to changes in the fair value of our financial obligation for the various DST Programs that we have elected the fair value option. We recorded an unrealized loss on financial obligation of $17,877 for the three months ended March 31, 2026 as compared to $7,132 for the three months ended March 31, 2025.
Income from unconsolidated real estate affiliates and fund investments relates to the income from Chicago Parking Garage, Pioneer Tower, The Tremont, The Huntington, Siena Suwanee Town Center and Kingston at McLean Crossing as well as changes in fair value and operating distributions received from our investment in the NYC Retail Portfolio and Single-Family Rental Portfolio I, while it was an unconsolidated affiliate. During the three months ended March 31, 2025, we recorded a $4,866 increase in the fair value of our investment in Single-Family Rental Portfolio I. During the three months ended March 31, 2026, we recorded a $681 decrease in the fair value of our investment in the NYC Retail Portfolio as compared to a $2,870 decrease in the fair value during the same period in 2025.
37
Gain on disposition of property and extinguishment of debt, net of $13,150 during the three months ended March 31, 2026 relates to the sale of Dylan Point Loma. Gain on disposal of property and relinquishment of debt, net of $2,375 recorded in the three months ended March 31, 2025 relates to the sale of 237 Via Vera Cruz and the early extinguishment of debt on Pinecone Apartments and Miramont Apartments.
Gain on disposition of unconsolidated affiliate of $20,949 during the three months ended March 31, 2026 relates to the sale of our unconsolidated interest in Kingston at McClean.
Funds From Operations
Consistent with real estate industry and investment community preferences, we consider funds from operations ("FFO") as a supplemental measure of the operating performance for a real estate investment trust and a complement to GAAP measures because it facilitates an understanding of the operating performance of our properties. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income attributable to the Company (computed in accordance with GAAP), excluding gains or losses from cumulative effects of accounting changes, extraordinary items, impairment write-downs of depreciable real estate and sales of properties, plus real estate related depreciation and amortization and after adjustments for these items related to noncontrolling interests and unconsolidated affiliates.
FFO does not give effect to real estate depreciation and amortization because these amounts are computed to allocate the cost of a property over its useful life. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO provides stockholders with an additional view of our operating performance. We also use Adjusted FFO ("AFFO") as a supplemental measure of operating performance. We define AFFO as FFO adjusted for straight-line rental income, amortization of above- and below-market leases, amortization of net premium or discount on assumed debt, gains or losses on derivative instruments and the extinguishment or modification of debt, adjustments for investments accounted for under the fair value option, net unrealized change in fair value of investments in marketable securities, acquisition expenses and adjustments for DST Properties. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO and AFFO provide investors with an additional view of our operating performance.
In order to provide a better understanding of the relationship between FFO, AFFO and GAAP net income, the most directly comparable GAAP financial reporting measure, we have provided reconciliations of GAAP net income attributable to JLL Income Property Trust, Inc. to FFO and FFO to AFFO. FFO and AFFO do not represent cash flow from operating activities in accordance with GAAP, should not be considered as an alternative to GAAP net income and are not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to more comprehensively understand our operating performance, FFO and AFFO should be considered along with our reported net income attributable to JLL Income Property Trust, Inc. and our cash flows in accordance with GAAP, as presented in our consolidated financial statements. Our presentations of FFO and AFFO are not necessarily comparable to the similarly titled measures of other REITs due to the fact that not all REITs use the same definitions.
The following table presents a reconciliation of net income to NAREIT FFO for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of net income to NAREIT FFO
|
Three Months Ended March 31, 2026
|
|
Three Months Ended March 31, 2025
|
|
Net income (loss) attributable to JLL Income Property Trust, Inc.
|
$
|
16,874
|
|
|
$
|
(5,548)
|
|
|
Real estate depreciation and amortization (1)
|
32,039
|
|
|
30,039
|
|
|
Gain on disposition of property and unrealized loss on investment in unconsolidated real estate affiliate (1)
|
(23,737)
|
|
|
(3,203)
|
|
|
Impairment of depreciable real estate (1)
|
-
|
|
|
741
|
|
|
NAREIT FFO attributable to JLL Income Property Trust, Inc. Common Stockholders
|
$
|
25,176
|
|
|
$
|
22,029
|
|
|
Weighted average shares outstanding, basic and diluted
|
209,490,435
|
|
|
224,975,230
|
|
|
NAREIT FFO per share, basic and diluted
|
$
|
0.12
|
|
|
$
|
0.10
|
|
________
(1) Includes amounts attributable to our ownership share of both consolidated properties and unconsolidated real estate affiliates and our operating partnership for all periods.
We believe AFFO is useful to investors because it provides supplemental information regarding the performance of our portfolio over time.
38
The following table presents a reconciliation of NAREIT FFO to AFFO for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of NAREIT FFO to AFFO
|
Three Months Ended March 31, 2026
|
|
Three Months Ended March 31, 2025
|
|
NAREIT FFO attributable to JLL Income Property Trust, Inc.
|
$
|
25,176
|
|
|
$
|
22,029
|
|
|
Straight-line rental income (1)
|
(1,237)
|
|
|
(1,427)
|
|
|
Amortization of above- and below-market leases (1)
|
(734)
|
|
|
(1,043)
|
|
|
Amortization of net discount on assumed debt (1)
|
177
|
|
|
192
|
|
|
(Gain) loss on derivative instruments and extinguishment or modification of debt (1)
|
(2,979)
|
|
|
3,412
|
|
|
Adjustment for investments accounted for under the fair value option (2)
|
(178)
|
|
|
2,262
|
|
|
Acquisition expenses (1)
|
-
|
|
|
68
|
|
|
Adjustment for DST Properties (3)
|
4,222
|
|
|
1,278
|
|
|
AFFO attributable to JLL Income Property Trust, Inc. Common Stockholders
|
$
|
24,447
|
|
|
$
|
26,771
|
|
|
Weighted average shares outstanding, basic and diluted
|
209,490,435
|
|
|
224,975,230
|
|
|
AFFO per share, basic and diluted
|
$
|
0.12
|
|
|
$
|
0.12
|
|
________
(1) Includes amounts attributable to our ownership share of both consolidated properties and unconsolidated real estate affiliates and our operating partnership.
(2) Represents the normal and recurring AFFO reconciling adjustments for the NYC Retail Portfolio and Single-Family Rental Portfolio I.
(3) Adjustments to reflect the AFFO attributable to the Company for DST Properties, including non-cash interest expense and income related to the FMV Purchase Option.
The following table provides a breakdown of the major components of our NAV:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component of NAV
|
|
March 31, 2026
|
|
December 31, 2025
|
|
Real estate investments(1)
|
|
$
|
3,576,207
|
|
|
$
|
3,564,600
|
|
|
Debt
|
|
(1,300,056)
|
|
|
(1,379,332)
|
|
|
Other assets and liabilities, net
|
|
62,304
|
|
|
202,560
|
|
|
Estimated enterprise value premium
|
|
None assumed
|
|
None assumed
|
|
NAV
|
|
$
|
2,338,455
|
|
|
$
|
2,387,828
|
|
________
(1)The value of our real estate investments was less than the historical cost by approximately 1.8% and 1.6% as of March 31, 2026 and December 31, 2025, respectively.
The decrease in NAV from December 31, 2025 to March 31, 2026, was primarily related to net redemptions incurred in addition to the payment of our quarterly dividends. Our NAV for the different share classes is reduced by normal and recurring class-specific fees and offering and organization costs.
The following are key assumptions (shown on a weighted-average basis) that are used in the discounted cash flow models to estimate the value of our real estate investments as of March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare
|
|
Industrial
|
|
Traditional Office
|
|
Residential
|
|
Retail
|
|
Other (1)
|
|
Total
Company
|
|
Exit capitalization rate
|
5.9
|
%
|
|
5.7
|
%
|
|
6.9
|
%
|
|
5.4
|
%
|
|
6.0
|
%
|
|
6.5
|
%
|
|
5.7
|
%
|
|
Discount rate/internal rate of return (IRR)
|
7.3
|
|
|
7.4
|
|
|
8.5
|
|
|
7.1
|
|
|
7.6
|
|
|
8.3
|
|
|
7.3
|
|
|
Annual market rent growth rate
|
3.0
|
|
|
3.1
|
|
|
2.7
|
|
|
3.1
|
|
|
3.0
|
|
|
3.0
|
|
|
3.0
|
|
|
Holding period (years)
|
10.0
|
|
|
10.3
|
|
|
10.0
|
|
|
10.0
|
|
|
10.0
|
|
|
17.9
|
|
|
10.2
|
|
________
(1) Other includes Chicago and South Beach parking garages. South Beach Parking Garage is subject to a ground lease and the appraisal incorporates discounted cash flows over its remaining lease term and therefore does not utilize an exit capitalization rate.
39
The following are key assumptions (shown on a weighted-average basis) that are used in the discounted cash flow models to estimate the value of our real estate investments as of December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare
|
|
Industrial
|
|
Office
|
|
Residential
|
|
Retail
|
|
Other (1)
|
|
Total
Company
|
|
Exit capitalization rate
|
5.9
|
%
|
|
5.7
|
%
|
|
6.9
|
%
|
|
5.3
|
%
|
|
6.0
|
%
|
|
6.5
|
%
|
|
5.6
|
%
|
|
Discount rate/internal rate of return (IRR)
|
7.3
|
|
|
7.4
|
|
|
8.6
|
|
|
7.0
|
|
|
7.5
|
|
|
8.3
|
|
|
7.3
|
|
|
Annual market rent growth rate
|
3.0
|
|
|
3.1
|
|
|
2.6
|
|
|
3.2
|
|
|
3.0
|
|
|
3.0
|
|
|
3.1
|
|
|
Holding period (years)
|
10.0
|
|
|
10.3
|
|
|
10.0
|
|
|
10.0
|
|
|
10.0
|
|
|
18.1
|
|
|
10.2
|
|
________
(1) Other includes Chicago and South Beach parking garages. South Beach Parking Garage is subject to a ground lease, the appraisal incorporates discounted cash flows over its remaining lease term and therefore does not utilize an exit capitalization rate.
While we believe our assumptions are reasonable, a change in these assumptions would impact the calculation of the value of our real estate investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our real estate investment value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Input
|
|
|
|
March 31, 2026
|
|
December 31, 2025
|
|
Discount Rate - weighted average
|
|
0.25% increase
|
|
(1.9)
|
%
|
|
(1.9)
|
%
|
|
Exit Capitalization Rate - weighted average
|
|
0.25% increase
|
|
(2.7)
|
|
|
(2.7)
|
|
|
Annual market rent growth rate - weighted average
|
|
0.25% decrease
|
|
(1.6)
|
|
|
(1.7)
|
|
The fair value of our mortgage notes and other debt payable was estimated to be approximately $82,719 and $73,340 lower than the carrying values at March 31, 2026 and December 31, 2025, respectively. The NAV per share would have increased by $0.30 and by $0.25 per share at March 31, 2026 and December 31, 2025, respectively, if we were to have included the fair value of our mortgage notes and other debt payable in our methodology to determine NAV.
The selling commission and stockholder servicing fee are offering costs and are recorded as a reduction of capital in excess of par value. Selling commissions are paid on the date of sale of our common stock. We accrue for future stockholder servicing fees at the time such shares are sold as an offering cost. For Class A, Class M and Class A-I shares, we accrue for future stockholder servicing fees up to the 10% regulatory limit. For Class D, Class S and Class Z shares, we accrue for future stockholder servicing fees based on an estimated life of the shares held by stockholders of such share classes as of March 31, 2026 as an offering cost. For NAV calculation purposes, stockholder servicing fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Stockholder servicing fees payable are included in Accrued offering costs on our Consolidated Balance Sheets. Stockholder servicing fees payable as of March 31, 2026 and December 31, 2025 were $203,067 and $201,251, respectively.
40
The following table reconciles stockholders' equity per our Consolidated Balance Sheet to our NAV:
|
|
|
|
|
|
|
|
|
March 31, 2026
|
|
Stockholders' equity under GAAP
|
$
|
1,306,173
|
|
|
Adjustments:
|
|
|
Accrued stockholder servicing fees (1)
|
203,067
|
|
|
Organization and offering costs (2)
|
359
|
|
|
Unrealized real estate appreciation (3)
|
74,637
|
|
|
Accumulated depreciation, amortization and other (4)
|
754,219
|
|
|
NAV
|
$
|
2,338,455
|
|
________
(1) Accrued stockholder servicing fees represents the accrual for future stockholder servicing fees for Class A, Class M, Class A-I, Class D, Class S and Class Z shares. We accrue for future stockholder servicing fees at the time such shares are sold as an offering cost. For Class A, Class M and Class A-I shares, we accrue for future stockholder servicing fees up to the 10% regulatory limit. For Class D, Class S and Class Z shares, we accrue for future stockholder servicing fees based on an estimated life of the shares held by stockholders of such share classes as of March 31, 2026 as an offering cost. For NAV calculation purposes, stockholder servicing fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee.
(2) The Advisor agreed to advance organization and offering costs for the Current Public Offering on our behalf through June 6, 2025, and all such costs will be reimbursed to the Advisor ratably over 36 months through June 6, 2028. Under GAAP, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. For NAV, such costs will be recognized as a reduction to NAV ratably over 36 months.
(3) Our investments in real estate are presented under historical cost in our GAAP Consolidated Financial Statements. As such, any increases in the fair market value of our investments in real estate are not included in our GAAP results. For purposes of determining our NAV, our investments in real estate are recorded at fair value.
(4) We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of determining our NAV. Additionally, we make other fair value adjustments to our NAV to account for differences with historical cost GAAP, an example would be straight-line rent revenue.
Limitations and Risks
As with any valuation methodology, our methodology is based upon a number of estimates and assumptions that may not be accurate or complete. Our valuation methodology may not result in the determination of the fair value of our net assets as our mortgage notes and other debt payable are valued at cost. Different parties with different assumptions and estimates could derive a different NAV per share. Accordingly, with respect to our NAV per share, we can provide no assurance that:
•a stockholder would be able to realize this NAV per share upon attempting to resell his or her shares;
•we would be able to achieve for our stockholders the NAV per share upon a listing of our shares of common stock on a national securities exchange, selling our real estate portfolio or merging with another company; or
•the NAV per share, or the methodologies relied upon to estimate the NAV per share, will be found by any regulatory authority to comply with any regulatory requirements.
Furthermore, the NAV per share was calculated as of a particular point in time. The NAV per share will fluctuate over time in response to, among other things, changes in real estate market fundamentals, capital markets activities and attributes specific to the properties and leases within our portfolio.
41
Liquidity and Capital Resources
Our primary uses and sources of cash are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Uses
|
|
Sources
|
|
|
|
|
|
|
Short-term liquidity and capital needs such as:
|
|
•
|
Operating cash flow, including the receipt of distributions of our share of cash flow produced by our unconsolidated real estate affiliates and fund investment
|
|
•
|
Interest payments on debt
|
|
|
|
•
|
Distributions to stockholders
|
|
•
|
Proceeds from secured loans collateralized by individual properties
|
|
•
|
Fees payable to our Advisor
|
|
|
|
•
|
Minor improvements made to individual properties that are not recoverable through expense recoveries or common area maintenance charges to tenants
|
|
•
|
Proceeds from our Credit Facility
|
|
|
|
•
|
Sales of our shares in our public and private offerings
|
|
•
|
General and administrative costs
|
|
•
|
Sales of real estate investments
|
|
•
|
Costs associated with our public offering, private offerings and DST Program
|
|
•
|
Draws from lender escrow accounts
|
|
•
|
Other company level expenses
|
|
•
|
Sales of beneficial interests in the DST Program
|
|
•
|
Lender escrow accounts for real estate taxes, insurance, and capital expenditures
|
|
|
|
|
•
|
Fees payable to our Dealer Manager
|
|
|
|
|
|
|
|
|
|
|
Longer-term liquidity and capital needs such as:
|
|
|
|
|
•
|
Acquisitions of real estate investments
|
|
|
|
|
•
|
Expansion of existing properties
|
|
|
|
|
•
|
Tenant improvements and leasing commissions
|
|
|
|
|
•
|
Issuance of mortgage notes receivable
|
|
|
|
|
•
|
Debt repayment requirements, including both principal and interest
|
|
|
|
|
•
|
Repurchases of our shares pursuant to our share repurchase plan
|
|
|
|
|
•
|
Fees payable to our Advisor
|
|
|
|
|
•
|
Fees payable to our Dealer Manager
|
|
|
|
The sources and uses of cash for the three months ended March 31, 2026 and 2025 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2026
|
|
Three Months Ended March 31, 2025
|
|
$ Change
|
|
Net cash provided by operating activities
|
$
|
33,775
|
|
|
$
|
40,447
|
|
|
$
|
(6,672)
|
|
|
Net cash provided by (used in) investing activities
|
89,033
|
|
|
(51,463)
|
|
|
140,496
|
|
|
Net cash (used in) provided by financing activities
|
(115,672)
|
|
|
4,614
|
|
|
(120,286)
|
|
Net cash provided by operating activities decreased by $6,672 for the three months ended March 31, 2026 as compared to the same period in 2025. The decrease in cash from operating activities is primarily due to higher interest expense paid of approximately $5,700 during the three months ended March 31, 2026 as compared to the same period in 2025.
Net cash provided by (used in) investing activities increased by $140,496 for the three months ended March 31, 2026 as compared to the same period in 2025. The increase is primarily related to approximately $118,000 of increased dispositions during the three months ended March 31, 2026 as compared to the same period of 2025 as well as approximately $22,000 decrease in acquisitions.
Net cash (used in) provided by financing activities decreased by $120,286 for the three months ended March 31, 2026 as compared to the same period in 2025. The change is primarily related to lower net capital raised of approximately $153,000 when comparing the three months ended March 31, 2026 as compared to the same period of 2025. Offsetting this decrease was $23,000 lower net payments of mortgage note payables and our Credit Facility during the three months ended March 31, 2026 as compared to the same period of 2025.
42
Financing
We have relied primarily on fixed-rate financing, locking in what were favorable spreads between real estate income yields and mortgage interest rates and have tried to maintain a balanced schedule of debt maturities. We also use interest rate derivatives to manage our exposure to interest rate movements of our variable rate debt. The following consolidated debt table provides information on the outstanding principal balances and the weighted average interest rates at March 31, 2026 and December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Debt
|
|
|
March 31, 2026
|
|
December 31, 2025
|
|
|
Principal
Balance
|
|
Weighted Average Interest Rate
|
|
Principal
Balance
|
|
Weighted Average Interest Rate
|
|
Fixed
|
$
|
1,832,465
|
|
|
4.27
|
%
|
|
$
|
1,899,778
|
|
|
4.30
|
%
|
|
Variable
|
53,433
|
|
|
5.15
|
|
|
53,433
|
|
|
5.29
|
|
|
Total
|
$
|
1,885,898
|
|
|
4.30
|
%
|
|
$
|
1,953,211
|
|
|
4.33
|
%
|
Covenants
At March 31, 2026, we were in compliance with all debt covenants.
Commitments
We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.
From time to time, we have entered into contingent agreements for the acquisition and financing of properties. Such acquisitions and financings are subject to satisfactory completion of due diligence.
We are subject to fixed ground lease payments on South Beach Parking Garage of $126 per year until September 30, 2029, which will increase every five years by the lesser of 12% or the cumulative CPI over the previous five year period. We are also subject to a variable ground lease payment calculated as 2.5% of revenue. The lease expires September 30, 2041 and has a ten-year renewal option.
The operating agreement for Grand Lakes Marketplace allows the unrelated third party joint venture partner, owning a 10% interest, to put its interest in the venture to us at a market determined value.
The operating agreement for 13500 Danielson Street, 4211 Starboard, 2840 Loker Avenue and 15890 Bernardo Center Drive allows the unrelated third party joint venture partner, owning a 5% interest, to put its interest in the venture to us at a market determined value.
The operating agreement for our investment in Single-Family Rental Portfolio II allows the unrelated third party joint venture partner, owning a 5% interest, to put its interest to us at a market determined value starting November 9, 2030.
The operating agreement for our investment in Single-Family Rental Portfolio I allows the unrelated third party joint venture partner, owning a 5% interest, to put its interest to us at a market determined value starting April 15, 2033.
43
Distributions to Stockholders
To remain qualified as a REIT for federal income tax purposes, we must distribute or pay tax on 100% of our capital gains and distribute at least 90% of ordinary taxable income to stockholders.
The following factors, among others, will affect operating cash flow and, accordingly, influence the decisions of our board of directors regarding distributions:
•scheduled increases in base rents of existing leases;
•changes in minimum base rents and/or overage rents attributable to replacement of existing leases with new or renewal leases;
•changes in occupancy rates at existing properties and procurement of leases for newly acquired or developed properties;
•necessary capital improvement expenditures or debt repayments at existing properties;
•ability of our tenants to pay rent as a result of their financial condition; and
•our share of distributions of operating cash flow generated by the unconsolidated real estate affiliates, less management costs and debt service on additional loans that have been or will be incurred.
We anticipate that operating cash flow, cash on hand, proceeds from dispositions of real estate investments or refinancings will provide adequate liquidity to conduct our operations, fund general and administrative expenses, fund operating costs and interest payments and allow distributions to our stockholders in accordance with the REIT qualification requirements of the Internal Revenue Code of 1986, as amended.
Sources of Distributions
The following table summarizes our distributions paid over the three months ended March 31, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months ending March 31,
|
|
|
2026
|
|
2025
|
|
Distributions:
|
|
|
|
|
Paid or payable in cash (1)
|
$
|
26,565
|
|
|
$
|
20,831
|
|
|
Reinvested in shares
|
17,433
|
|
|
19,650
|
|
|
Total distributions
|
$
|
43,998
|
|
|
$
|
40,481
|
|
|
Source of distributions:
|
|
|
|
|
Cash flow from operating activities
|
$
|
26,565
|
|
|
$
|
20,831
|
|
|
DRIP (2)
|
17,433
|
|
|
19,650
|
|
|
Total sources of distributions
|
$
|
43,998
|
|
|
$
|
40,481
|
|
________
(1) Includes distributions paid on common stock and OP Units including amount payable as of period end.
(2) Common stockholders and OP Unitholders may elect to have their distributions reinvested in shares of common stock through our DRIP.
44
|
|
|
|
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
We are subject to market risk associated with changes in interest rates in terms of the price of our variable-rate debt and the price of new fixed-rate debt for refinancing of existing debt. We manage our interest rate risk exposure by obtaining fixed-rate loans where possible. As of March 31, 2026, we had consolidated debt of $1,885,898. Including the $29,799 net discount on the assumption of debt and debt issuance costs, we had consolidated debt of $1,856,099 at March 31, 2026. We also entered into interest rate derivative agreements on $1,119,290 of the variable rate debt that cap SOFR at between 2.6% and 4.5% that mature between 2027 and 2030. A 0.25% movement in the interest rate on the $53,433 of variable-rate debt would have resulted in a $134 annualized increase or decrease in consolidated interest expense and cash flow from operating activities.
We are subject to interest rate risk with respect to our fixed-rate financing in that changes in interest rates will impact the fair value of our fixed-rate financing. To determine fair market value, the fixed-rate debt is discounted at a rate based on an estimate of current lending rates, assuming the debt is outstanding through maturity and considering the collateral. At March 31, 2026, the fair value of our consolidated mortgage notes and other debt payable was estimated to be approximately $75,829 lower than the carrying value of $1,885,898. If treasury rates were 0.25% higher at March 31, 2026, the fair value of our consolidated debt would have been approximately $89,697 lower than the carrying value.
|
|
|
|
|
|
|
|
Item 4.
|
Controls and Procedures.
|
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation 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 management's evaluation as of March 31, 2026, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
45
PART II
OTHER INFORMATION
|
|
|
|
|
|
|
|
Item 1.
|
Legal Proceedings.
|
We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.
There have been no material changes to the risk factors previously disclosed under "Item 1A. Risk Factors" of our 2025 Form 10-K.
|
|
|
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Issuer Purchases of Equity Securities
Our share repurchase plan limits repurchases during any calendar quarter to shares with an aggregate value (based on the repurchase price per share on the day the repurchase is effected) of 5% of the combined NAV of all classes of shares as of the last day of the previous calendar quarter, which means that in any 12-month period, we limit repurchases to approximately 20% of our total NAV.
During the three months ended March 31, 2026, we repurchased 8,025,321 shares of common stock under the share repurchase plan, which represented all of the share repurchase requests received for the same period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Repurchases as a Percentage of NAV (1)
|
|
Maximum Number of Shares that May Yet Be Purchased Pursuant to the Program (2)
|
|
January 2026
|
|
2,584,368
|
|
|
$
|
11.26
|
|
|
2,584,368
|
|
|
1.2
|
%
|
|
-
|
|
|
February 2026
|
|
2,605,569
|
|
|
11.24
|
|
|
2,605,569
|
|
|
1.2
|
|
|
-
|
|
|
March 2026
|
|
2,835,384
|
|
|
11.22
|
|
|
2,835,384
|
|
|
1.3
|
|
|
-
|
|
|
Total
|
|
8,025,321
|
|
|
$
|
11.24
|
|
|
8,025,321
|
|
|
3.7
|
%
|
|
-
|
|
________
(1) Represents aggregate NAV of the shares repurchased under our share repurchase plan over aggregate NAV of all shares outstanding, in each case, based on the NAV as of the last calendar day of the prior quarter end.
(2) Repurchases are limited as described above.
Unregistered Sales of Equity Securities
We have sold unregistered shares of our Class I shares and Class S shares to certain accredited investors through certain participating broker-dealers. The offer and sale of such shares were made as part of the Continuous Private Offering to accredited investors. The Continuous Private Offering is exempt from registration under the Securities Act pursuant to Rule 506(b) of Regulation D. Shares within the Continuous Private Offering are sold on a daily basis. The below shows the total issuances of such Class I shares and Class S shares aggregated by month for the three months ended March 31, 2026.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period of Unregistered Sales
|
|
Amount of Class I Shares Issued
|
|
Consideration
|
|
Amount of Class S Shares Issued
|
|
Consideration
|
|
January 2026
|
|
221,828
|
|
|
$
|
2,500,000
|
|
|
141,066
|
|
|
$
|
1,588,400
|
|
|
February 2026
|
|
143,584
|
|
|
1,616,000
|
|
|
215,863
|
|
|
2,429,500
|
|
|
March 2026
|
|
141,949
|
|
|
1,595,288
|
|
|
285,851
|
|
|
3,210,260
|
|
|
|
|
|
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities.
|
Not applicable.
46
|
|
|
|
|
|
|
|
Item 4.
|
Mine Safety Disclosures.
|
Not applicable.
|
|
|
|
|
|
|
|
Item 5.
|
Other Information.
|
Trading Arrangements
None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended March 31, 2026.
Fifth Amended and Restated Distribution Reinvestment Plan
On May 7, 2026, we announced the amendment and restatement of our distribution reinvestment plan (the "DRIP"), effective May 22, 2026, to reflect that a participant's written notice of termination in the DRIP will be effective 10 days from our receipt of such written notice. The foregoing description of the DRIP does not purport to be complete and is qualified in its entirety by reference to the DRIP, a copy of which is included as Exhibit 4.3 to this Form 10-Q and incorporated herein by reference.
Sixth Amended and Restated Limited Partnership Agreement of JLLIPT Holdings LP
On May 5, 2026, we, JLLIPT Holdings GP, LLC, the Operating Partnership's general partner (the "General Partner"), and the other limited partners party thereto entered into the Sixth Amended and Restated Limited Partnership Agreement of the Operating Partnership (the "OP Agreement") to reflect that a participating limited partner's written notice of termination in the DRIP will be effective 10 days from the General Partner's receipt of such written notice. The foregoing description of the OP Agreement does not purport to be complete and is qualified in its entirety by reference to the OP Agreement, a copy of which is included as Exhibit 10.1 to this Form 10-Q and incorporated herein by reference.
47
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
Second Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on September 28, 2012).
|
|
|
|
|
|
|
|
First Articles of Amendment to the Second Articles of Amendment and Restatement (incorporated by reference to Appendix A to the Company's prospectus supplement filed with the SEC on May 9, 2013).
|
|
|
|
|
|
|
|
First Articles of Amendment to the Second Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2014).
|
|
|
|
|
|
|
|
Articles Supplementary (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on June 9, 2014).
|
|
|
|
|
|
|
|
Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on July 9, 2014).
|
|
|
|
|
|
|
|
Second Articles of Amendment to the Second Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on June 18, 2015).
|
|
|
|
|
|
|
|
Certificate of Correction to the Company's Articles Supplementary (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on May 17, 2016).
|
|
|
|
|
|
|
|
Third Articles of Amendment to the Second Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-11 filed with the SEC on October 16, 2019).
|
|
|
|
|
|
|
|
Fourth Articles of Amendment to the Second Articles of Amendment and Restatements of Jones Lang LaSalle Income Property Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on October 3, 2022).
|
|
|
|
|
|
|
|
Articles of Amendment, dated October 2, 2025 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on October 7, 2025).
|
|
|
|
|
|
|
|
Articles Supplementary, dated October 2, 2025 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on October 7, 2025).
|
|
|
|
|
|
|
|
Third Amended and Restated Bylaws (incorporated by reference to Exhibit 3.10 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 10, 2022).
|
|
|
|
|
|
|
|
Share Repurchase Plan (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed with the SEC on March 26, 2026).
|
|
|
|
|
|
|
|
Fourth Amended and Restated Distribution Reinvestment Plan, effective October 7, 2025 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2025).
|
|
|
|
|
|
4.3*
|
|
Fifth Amended and Restated Distribution Reinvestment Plan, effective May 22, 2026.
|
|
|
|
|
|
10.1*
|
|
Sixth Amended and Restated limited Partnership Agreement of JLLIPT Holdings LP, dated May 5, 2026, among JLLIPT Holdings GP, LLC, JLL Income Property Trust, Inc. and the other limited partners party thereto from time to time.
|
|
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.1**
|
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.2**
|
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
|
101.SCH*
|
|
XBRL Schema Document
|
|
|
|
|
101.CAL*
|
|
XBRL Calculation Linkbase Document
|
|
|
|
|
101.DEF*
|
|
Definition Linkbase Document
|
|
|
|
|
101.LAB*
|
|
XBRL Labels Linkbase Document
|
|
|
|
|
101.PRE*
|
|
XBRL Presentation Linkbase Document
|
|
|
|
|
|
104*
|
|
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
|
______________
* Filed herewith.
** Furnished herewith.
48
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant, JLL Income Property Trust, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JLL INCOME PROPERTY TRUST, INC.
|
|
|
|
|
|
|
Date:
|
May 7, 2026
|
By:
|
/s/ C. Allan Swaringen
|
|
|
|
|
C. Allan Swaringen
|
|
|
|
|
Chief Executive Officer, President and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
May 7, 2026
|
By:
|
/s/ Gregory A. Falk
|
|
|
|
|
Gregory A. Falk
|
|
|
|
|
Chief Financial Officer and Treasurer
|
49