Inland Real Estate Income Trust (Inland REIT) Review 2026: Shareholders Asked to Redeem 8% of the Company. The Board Bought Back 2%, and Only From the Dead.

The November 5, 2026 annual meeting: what is on the ballot

On September 16, 2026 the company filed its definitive proxy statement (DEF 14A, accession 0001193125-26-393009) for an annual meeting on Thursday, November 5, 2026, at 2:00 p.m. Central Time in Oak Brook. Holders of record at the close of business on September 14, 2026 can vote; there were 36,012,053 shares outstanding that day. Proxies can be submitted by internet, phone or mail until 11:59 p.m. Eastern on November 4.

There are three proposals, and none of them is about getting your money out:

1. Election of three Class II directors (Stephen L. Davis, Anthony Chereso and Alan Feldman) to serve until 2029. Chereso is the sponsor's chief executive, appointed to the board in November 2025 (see below).
2. Ratification of KPMG LLP as auditor for 2026.
3. A non-binding advisory vote on executive pay. The company has no employees; its former chief executive, Mr. Zalatoris, was paid $350,000 a year under an agreement that ended on February 2, 2026, and every dollar of it was netted against the business manager's fee.

A quorum requires holders of a majority of the votes entitled to be cast to be present or represented by proxy. The company has since filed four pieces of soliciting material (September 16 to 24), two of them addressed to the broker-dealers who sold the shares, asking them to encourage clients to vote "to avoid potential delays in holding the annual meeting and extra Company expenses." That is a standard concern at a non-traded REIT with many small holders; it is not a sign that anything controversial is on the ballot.

What the proxy adds on fees. The business manager was entitled to about $9.0 million for 2025 and about $4.7 million for the first six months of 2026, with about $2.3 million unpaid at both December 31, 2025 and June 30, 2026. Real estate management fees, property operating expenses, construction management and leasing fees to the real estate manager and its affiliates came to about $8.8 million in 2025 and $4.3 million in the first half of 2026. The business management agreement also provides a subordinated incentive fee of 10% of whatever a sale, listing or merger delivers above invested capital plus a 7% annual return; at a $16.89 estimated value against a $25.00 split-adjusted offering price, that fee is far out of reach today.

What a shareholder can do with the vote. Voting spares the company the cost of chasing a quorum, which comes out of the same assets as redemptions. If you want your view on the board's handling of redemptions recorded, the director election is the only item where it counts. Nothing about this meeting changes the redemption queue described below.

The correction this review has to make before anything else

Almost every secondary write-up of this REIT compares the current $16.89 estimated value to a $10.00 offering price and concludes that investors are up. That is wrong, and it is wrong by a factor of 2.5.

Shares were indeed sold at $10.00. But on January 16, 2018 the company executed a 1-for-2.5 reverse stock split, collapsing 88,977,378 shares into 35,590,951 (8-K, accession 0000892626-17-000158, filed November 22, 2017, Item 8.01). The correct cost basis for an original investor is therefore $25.00 per share.

You do not have to take our arithmetic for it. The company's own repurchase plan says so. The Sixth Amended and Restated Share Repurchase Program defines "Share Price" as the offering price "as adjusted for the 1-for-2.5 reverse stock split the Company effected on January 16, 2018" (Exhibit 4.1 to accession 0001193125-25-328132, Section 1(c)). And the money reconciles: $834.4 million of gross proceeds divided by 33,534,022 split-adjusted shares is $24.88.

So the honest headline number is that the estimated value is 32.4% below what investors paid, not 69% above it.

The redemption record, which is the whole story

On September 18, 2024 the board did three things in a single 8-K: it announced a review of strategic alternatives including a sale, and it suspended both the distribution reinvestment plan and the share repurchase plan (accession 0000950170-24-107928, Item 8.01). Announcing a possible exit and closing the existing one on the same day is a pattern worth naming: it converts a discretionary decision to hold into a forced one.

Fourteen months later, on November 17, 2025, the board announced that "the board has decided not to pursue the sale of the Company at this time" (accession 0001193125-25-284472, Item 8.01, with a stockholder letter at Exhibit 99.1). Three weeks after that, on December 8, it struck a new estimated value of $16.89, down 11.9%.

The repurchase plan reopened on February 1, 2026. Here is what happened next, straight from the quarterly filing.

Read the price column again, because it is the part that does the work. Every single share was bought at $16.89. Under the Sixth SRP, $16.89 is 100% of the share price and is available only for Exceptional Repurchases, defined as repurchases "upon the death or 'Qualifying Disability' of a beneficial owner." Ordinary repurchases pay 80%, which is $13.51.

So the composition of that $1,001,000 is not ambiguous. It is entirely death and disability claims. Zero ordinary redemptions were honored in the first quarter the plan was open.

And the annual cap was not the reason. The plan limits repurchases to 5.0% of shares outstanding at the prior December 31 (Exhibit 4.1, Section 5), which for 2026 is 1,805,505 shares. The filing's own final column says 1,746,267 shares could still have been purchased after April. The company had room for nearly 1.75 million more shares, received requests for 2.9 million, and bought none in the two months that followed.

The plan is explicit about why that is permissible. Section 5 gives the board "complete discretion to determine the monies available to repurchase Shares and the number of Shares repurchased hereunder" and states it "may cause the Company to repurchase fewer Shares than have been requested to be repurchased during any particular quarter, or none at all." This is a legal, disclosed feature. It is also the difference between a redemption plan and a redemption promise, and it is the single most important sentence a non-traded REIT investor never reads.

There is one more piece of friction worth knowing. Under Section 8(d), a shareholder in the queue must re-affirm the request annually after each new estimated value is published, acknowledging the new number and confirming they still want out. Miss the acknowledgment and the request lapses. Queues that require annual renewal shrink for reasons that have nothing to do with people changing their minds.

What a shareholder is actually offered, versus what the board called insulting

Between 2018 and 2025 this REIT received seven third-party tender offers, one from MacKenzie Capital and six from Comrit Investments 1, L.P. of Tel Aviv. The board recommended rejecting every one of them.

The most recent was Comrit's $12.50 offer of February 25, 2025. In its Schedule 14D-9 (accession 0001193125-25-051923, filed March 11, 2025, Item 4), the board pointed out that Comrit admits it had no fairness opinion, that it seeks "the lowest price which might be acceptable," and that it buys "with the intention of making a profit." All true.

The same document also concedes that shareholders "have limited alternatives... because the share repurchase plan has been suspended" and "may be forced to [sell] at a discount to the purchase price such stockholders paid."

Ten months later the board reopened its own plan at $13.51 for ordinary holders — 8.1% above the offer it had called opportunistic — and then filled 2% of the requests.

The trend in that last column is the quiet finding. Tendered volume rose from 4,234 shares in 2018 to 261,944 in 2025 — a sixty-fold increase in the number of people willing to take roughly half of book value from a stranger rather than keep waiting.

And one detail sharpens the pricing question. Each independent director received 2,368.265 restricted shares on December 17, 2025, calculated as $40,000 divided by $16.89 (Form 4s 0001193125-25-324359 and three companion filings, and the director compensation note to the FY2025 10-K). The board's own equity is denominated at the full estimated value on the same day it set the shareholder exit at 80% of it. Nothing about that is unlawful, and it is a standard non-traded REIT structure. It is still a fact a shareholder deciding whether to take $13.51 is entitled to weigh.

Where the money goes

Source: FY2025 10-K, accession 0001528985-26-000002, Note 11, Transactions with Related Parties, and Item 5.

In FY2025 the manager and its affiliates were paid $19,366,000. Shareholders were paid $19,590,000. The manager received 98.9 cents for every dollar that reached an investor.

That is not, on its own, an accusation. The business management fee is 0.55% of average invested assets, reduced from 0.65% effective April 1, 2023, and the property-level fees are for services genuinely performed on 52 shopping centers. There are no acquisition fees and no disposition fees in the related-party note, which is better than much of this category. The point is one of scale and of who bears the risk: the fee is charged on assets, so it is largely indifferent to the estimated value falling 11.9% or to redemption requests going unfilled.

One further term belongs in the same frame. If the Business Management Agreement — which runs to March 31, 2027 — were terminated early, the manager is entitled to the base fee for the remainder of the term, which the company estimated at approximately $21 million if terminated as of December 31, 2024 (Schedule 14D-9, accession 0001193125-25-051923, Item 3). Any liquidation, sale or internalization has to clear that number first.

And on November 5, 2025, twelve days before the sale process was called off, the board expanded from six seats to seven and appointed Anthony Chereso, President and CEO of the sponsor, as a director (8-K, accession 0001193125-25-277309).

The distribution is covered. The tax form says most of it is your own money.

This is the part of the file where the company deserves credit, and where the credit needs a footnote.

The FY2025 10-K states plainly: "For the years ended December 31, 2025, 2024 and 2023, distributions were funded by cash flows from operations." The supporting table shows $19,590,000 of distributions in 2025 against $42,697,000 of cash flow from operating activities — genuine 2.2x coverage on a cash basis. Many non-traded REITs cannot say this. This one can.

Two facts sit alongside it.

First, the company reported a GAAP net loss in each of those three years: −$11,047,000 in 2025, −$14,978,000 in 2024, −$15,123,000 in 2023. Cash flow and earnings diverge because depreciation on 7.2 million square feet of retail is a large non-cash charge, which is normal for a REIT. It is still the case that the enterprise is not profitable on an accounting basis while paying out.

Second, and more concretely: for tax purposes, 72.9% of the 2025 distribution was classified as nondividend distributions — return of capital (8-K, accession 0001193125-26-022199, filed January 26, 2026), and 100% of the 2024 distribution was return of capital (accession 0000950170-25-008717). Return of capital is not a scandal — it reduces your basis and defers tax — but it means the headline 3.21% yield is not 3.21% of income.

The distribution reinvestment plan tells its own story about shareholder sentiment: $20,000 was reinvested through the DRP in the first half of 2026, against $5,001,000 for the full year 2024.

The single-date debt cliff

Source: FY2025 10-K, Note 6, Scheduled Principal Payments and Maturities by Year.

The third amended and restated credit agreement with KeyBank, signed November 13, 2025, provides a $285 million revolver and a $575 million term loan, both maturing April 1, 2029 with a one-year extension option (8-K, accession 0001193125-25-284472, Items 1.01 and 2.03). Refinancing risk being concentrated on one date is a deliberate trade: it buys three quiet years and then presents the entire capital structure at once.

Three qualifiers matter, and two of them cut in the company's favor. In the company's favor: it was in compliance with all covenants at December 31, 2025, leverage was 57% against a 60% covenant, and there is no going-concern language anywhere in the FY2025 10-K or the Q2 2026 10-Q — a real distinction from vehicles like Groundfloor. It also deleveraged during 2026, selling the Village at Burlington Creek in June for $34.0 million and applying $30 million to the credit facility.

Against it: all 52 properties sit in the credit facility's borrowing base, so there is no unencumbered pool to borrow against in a squeeze; $298 million of the debt, 35%, is unswapped at 5.61%; and the forward-starting swaps that take over in February 2027 carry, in the company's own words, "fixed rates... higher than those payable under the current swaps." The interest bill is scheduled to rise before the cliff arrives.

The 21-month valuation gap

There is one more sequence worth setting out, because it is unusual even in this category.

The estimated value as of December 31, 2023 was $19.17, published March 2024. The next one was $16.89 as of September 30, 2025, published December 2025. No estimated value was published for fiscal year 2024 at all.

In the intervening FY2024 annual report, the company wrote of the $19.17 figure that was still printing on brokerage statements: "The estimate is dated and should no longer be used for any purpose." (10-K FY2024, accession 0000950170-25-033568, Item 5.)

For roughly 21 months, then, the only number a shareholder could see on a statement was one the issuer had disclaimed in a federal filing, during the exact window in which the repurchase plan was closed and a sale process was under way.

The secondary market, and why the number is worse than the redemption price

Shares change hands in a thin, largely broker-matched secondary market. According to The Stanger Report: REIT & Other Alts Edition (Q2 2026 edition, Section 11), a paid subscription publication whose table we are not reproducing, transactions in Inland Real Estate Income Trust between April 1 and June 30, 2026 printed in a range of roughly $9.85 to $11.78 against the company's $16.89 estimate — a discount of about 30% to 42%.

That is meaningfully below the $13.51 the company itself will pay an ordinary holder. Which produces an odd but real conclusion: for a shareholder who can get to the front of a queue that is filling at 2%, the company's own plan is the best exit available, and it is still a 46% loss.

Treat all secondary prints with care. Volumes are a rounding error against 36 million shares outstanding, so these are a handful of negotiated crosses, not a market. We are building a running record of non-traded REIT secondary prices against published NAV — if you have executed a trade in this or any similar vehicle, the price and date are useful and we publish them without names.

Portfolio: the part that is actually fine

It would be a distortion to leave this at the capital structure. The underlying real estate is respectable.

At December 31, 2025 the company owned 52 retail properties, 7.2 million square feet, across 24 states, with 87% of annualized base rent grocery-anchored or shadow-anchored, physical occupancy of 92.0%, average rent of $19.57 per square foot, and a weighted average lease expiry of 4.5 years across roughly 820 leases. The top ten tenants account for 24.1% of rent and read like a defensive list: Kroger 4.3%, TJX 3.4%, Ross 2.5%, Ulta 2.5%, Amazon/Whole Foods 2.1%, Planet Fitness 1.9%, Dick's 1.9%, PetSmart 1.9%, Sprouts 1.8%, Albertsons 1.8%. At June 30, 2026 occupancy had improved to 92.9%.

Three tenant bankruptcies are disclosed and are worth naming precisely: Party City filed in December 2024, affecting four properties, all closed by March 2025 with all four leases rejected and two backfilled; Rite Aid filed in May 2025, affecting one property, lease rejected at the end of August; and American Freight filed November 3, 2024, with its lease at Harris Plaza rejected in December 2024 — which triggered co-tenancy rights for Ross Stores. A separate co-tenancy failure is live at MidTowne Shopping Center, where three tenants pay reduced substitute rent and three more gained the right to claim from December 1, 2025. The 10-K adds a mechanical point most readers would miss: "Tenant bankruptcies negatively impact our compliance with the Consolidated Tangible Net Worth covenant even if the tenant continues to pay rent."

We found no material pending legal proceedings — Item 3 of the FY2025 10-K states the company is not a party to any — and no material weakness in internal control.

A correction other coverage gets wrong, and you should not repeat

Searching for litigation involving this REIT surfaces a substantial 2012-2013 securities class action in the Northern District of Illinois, and a 2012 SEC investigation into fees. Neither belongs to this company. The class actions were against Inland Western / RPAI, and the SEC fee investigation concerned Inland American, now InvenTrust Properties — a separate registrant we cover separately. They appear in searches only because Inland Real Estate Income Trust's own prospectus disclosed them as sponsor-affiliate risk factors, which is exactly what a prospectus is supposed to do.

Similarly, the dealer manager, Inland Securities Corporation (CRD 15807), carries three disclosure events on FINRA BrokerCheck, all classified "Regulatory Event," with zero arbitration awards and zero civil judicial actions. The largest is a 2014 FINRA letter of acceptance, waiver and consent: censure, a $40,000 fine, and an independent consultant undertaking, for supervisory procedures that were not reasonably designed for its role as exclusive dealer-manager to affiliated issuers. BrokerCheck explicitly records that this was not a final order based on fraudulent, manipulative or deceptive conduct. It is a supervision case, and describing it as anything more would be inaccurate.

Several law firms run advertising pages soliciting FINRA claims over this REIT. We could not find a single filed case, docket number, arbitration award or recovery naming it. One of those pages also asserts a 2015 NAV of $23.25; the company's first estimated value ever published was $9.02 as of December 31, 2015 (8-K, accession 0000892626-16-000436). Do not rely on marketing pages for this file.

Verdict

1.8 out of 5. The real estate is sound, the distribution is genuinely covered by operating cash flow, the debt is covenant-compliant with no going-concern issue, and the disclosure quality is good — this company files thoroughly and does not hide the awkward numbers. Those things are why the rating is not lower, and they are real.

What decides it is the exit. A shareholder in this vehicle has, today, four options: wait for a liquidity event the board has explicitly said it is not pursuing and gives "no assurance" about; accept $13.51, a 46% loss, and join a queue that filled 2% of its requests last quarter and zero in the two months after; sell into a secondary market printing around $9.85 to $11.78; or hold and collect 3.21% on a value that has fallen 11.9% in the most recent measurement while the manager collects an amount roughly equal to the entire distribution.

That is not a failure of the properties. It is the structure doing exactly what it was written to do, which is why we keep saying the same thing about this whole category: in a non-traded REIT, the redemption plan is the product, and it is discretionary by design.

FAQ

Sources

All primary, all on SEC EDGAR under CIK 1528985.

• FY2025 Form 10-K — accession 0001528985-26-000002, filed March 11, 2026 (Note 6 debt maturities, Note 11 related-party fees, Item 5 distributions, Item 3 legal proceedings, Item 1A risk factors)
• Definitive proxy statement (DEF 14A) for the November 5, 2026 annual meeting — accession 0001193125-26-393009, filed September 16, 2026, and four DEFA14A soliciting materials filed September 16-24, 2026
• Q2 2026 Form 10-Q — accession 0001528985-26-000007, filed August 5, 2026 (Part II Item 2, the repurchase table)
• Q1 2026 Form 10-Q — accession 0001528985-26-000004, filed May 6, 2026
• FY2024 Form 10-K — accession 0000950170-25-033568, filed March 5, 2025 (the "should no longer be used for any purpose" disclosure)
• 8-K, estimated value $16.89 — accession 0001193125-25-312903, December 9, 2025, with the SitusAMC methodology at Exhibit 99.1
• 8-K, Sixth Amended and Restated Share Repurchase Program — accession 0001193125-25-328132, December 22, 2025, Exhibit 4.1
• 8-K, credit facility and the decision not to sell — accession 0001193125-25-284472, November 17, 2025
• 8-K, strategic review and SRP/DRP suspension — accession 0000950170-24-107928, September 18, 2024
• 8-K, 1-for-2.5 reverse stock split — accession 0000892626-17-000158, November 22, 2017
• Schedule 14D-9 responding to Comrit's $12.50 offer — accession 0001193125-25-051923, March 11, 2025
• Tax character 8-Ks — accessions 0001193125-26-022199 (2025) and 0000950170-25-008717 (2024)
• Estimated value 8-Ks for every prior year, listed with accession numbers in the downloadable dataset above
• FINRA BrokerCheck, Inland Securities Corporation, CRD 15807
• The Stanger Report: REIT & Other Alts Edition, Q2 2026, Section 11, for secondary market transaction ranges only, cited with attribution and not reproduced