Filed Pursuant to Rule 424(b)(3)
Registration No. 333-279314
INVESCO REAL ESTATE INCOME TRUST INC.
SUPPLEMENT NO. 2 DATED MAY 11, 2026
TO THE PROSPECTUS DATED APRIL 10, 2026
This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Invesco Real Estate Income Trust Inc., dated April 10, 2026 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. References herein to the "Company," "we," "us," or "our" refer to Invesco Real Estate Income Trust Inc. and its subsidiaries unless the context specifically requires otherwise.
The purpose of this Supplement is to include our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
Quarterly Report on Form 10-Q
The Prospectus is hereby supplemented with our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, excluding exhibits, that were filed with the SEC on May 11, 2026, a copy of which is attached to this Supplement as Appendix A.
Appendix A
Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________________
FORM 10-Q
_______________________________________________________________
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 | ||||
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO | ||||
Commission File Number: 000-56655
_______________________________________________________________
Invesco Real Estate Income Trust Inc.
(Exact name of Registrant as specified in its charter)
_______________________________________________________________
| Maryland | 83-2188696 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
2300 N Field Street Suite 1200 Dallas, Texas (Address of principal executive office) | 75201 (Zip Code) | |||||||
Registrant’s telephone number, including area code: (972)715-7400 | ||||||||
_______________________________________________________________
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 x 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 x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||||||||||
| Non-accelerated filer | x | Smaller reporting company | x | |||||||||||
| Emerging growth company | x | |||||||||||||
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. Yes x No ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No x
As of May 8, 2026, the issuer had the following shares outstanding: 270,955 shares of Class T common stock, 474,638 shares of Class S common stock, 516,588 shares of Class D common stock, 3,633,104 shares of Class I common stock, 1,332,959 shares of Class E common stock, 15,485,121 shares of Class N common stock, 1,107,839 shares of Class S-PR common stock, and 703,273 shares of Class K-PR common stock
Table of Contents
| Page | ||||||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Invesco Real Estate Income Trust Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| in thousands except share amounts | March 31, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Investments in real estate, net | $ | 851,876 | $ | 857,577 | |||||||
| Investments in unconsolidated entities | 121,347 | 123,462 | |||||||||
| Investments in commercial loans, at fair value | 197,098 | 95,335 | |||||||||
| Investments in real estate-related securities, at fair value | 30,663 | 33,259 | |||||||||
| Investment in affiliated fund, at fair value | 8,153 | 12,545 | |||||||||
| Intangible assets, net | 39,911 | 43,207 | |||||||||
| Cash and cash equivalents | 33,840 | 25,578 | |||||||||
| Restricted cash | 8,996 | 1,954 | |||||||||
| Other assets | 9,533 | 7,999 | |||||||||
Total assets(1) | $ | 1,301,417 | $ | 1,200,916 | |||||||
| LIABILITIES | |||||||||||
| Revolving credit facility | $ | — | $ | 40,000 | |||||||
| Secured lending agreement | 157,680 | 66,480 | |||||||||
| Mortgages payable, net | 235,153 | 234,748 | |||||||||
| Financing obligation, net | 53,980 | 53,983 | |||||||||
| Due to affiliates | 24,735 | 22,395 | |||||||||
| Accounts payable, accrued expenses and other liabilities | 25,396 | 22,340 | |||||||||
Total liabilities(2) | 496,944 | 439,946 | |||||||||
Commitments and contingencies (See Note 19) | — | — | |||||||||
Class N redeemable common stock, $0.01 par value per share | 451,347 | 445,933 | |||||||||
| Redeemable non-controlling interest in INREIT OP | 150 | — | |||||||||
| EQUITY | |||||||||||
Common stock, Class T shares, $0.01 par value per share, 600,000,000 shares authorized | 3 | 3 | |||||||||
Common stock, Class S shares, $0.01 par value per share, 600,000,000 shares authorized | 5 | 4 | |||||||||
Common stock, Class D shares, $0.01 par value per share, 600,000,000 shares authorized | 5 | 5 | |||||||||
Common stock, Class I shares, $0.01 par value per share, 600,000,000 shares authorized | 38 | 40 | |||||||||
Common stock, Class E shares, $0.01 par value per share, 600,000,000 shares authorized | 13 | 13 | |||||||||
Common stock, Class S-PR shares, $0.01 par value per share, 600,000,000 shares authorized | 10 | 9 | |||||||||
Common stock, Class K-PR shares, $0.01 par value per share, 600,000,000 shares authorized | 5 | 4 | |||||||||
| Additional paid-in capital | 232,935 | 242,367 | |||||||||
| Accumulated deficit and cumulative distributions | (187,135) | (175,374) | |||||||||
| Total stockholders' equity | 45,879 | 67,071 | |||||||||
| Non-controlling interests in consolidated joint ventures | 307,097 | 247,966 | |||||||||
| Total equity | 352,976 | 315,037 | |||||||||
| Total liabilities, redeemable equity instruments and equity | $ | 1,301,417 | $ | 1,200,916 | |||||||
(1) Includes restricted assets of consolidated variable interest entities at March 31, 2026 and December 31, 2025 of $483.3 million and $489.7 million, respectively. See Note 16 — “Variable Interest Entities.”
(2) Includes non-recourse liabilities of consolidated variable interest entities at March 31, 2026 and December 31, 2025 of $145.8 million and $145.7 million, respectively. See Note 16 — “Variable Interest Entities.”
See accompanying notes to condensed consolidated financial statements.
1
Invesco Real Estate Income Trust Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| in thousands except share amounts | 2026 | 2025 | |||||||||
| Revenues | |||||||||||
| Rental revenue | $ | 19,579 | $ | 14,918 | |||||||
| Income from commercial loans | 4,277 | 395 | |||||||||
| Other revenue | 1,563 | 1,270 | |||||||||
| Total revenues | 25,419 | 16,583 | |||||||||
| Expenses | |||||||||||
| Rental property operating | 7,873 | 5,706 | |||||||||
| General and administrative | 1,845 | 2,104 | |||||||||
| Management fee - related party | 1,033 | 605 | |||||||||
| Performance participation interest - related party | 781 | — | |||||||||
| Depreciation and amortization | 9,628 | 7,056 | |||||||||
| Total expenses | 21,160 | 15,471 | |||||||||
| Other income (expense), net | |||||||||||
| Income (loss) from unconsolidated entities, net | 1,138 | 73 | |||||||||
| Gain (loss) on real estate-related securities, net | 273 | 553 | |||||||||
| Income (loss) from investment in affiliated fund, net | (71) | 473 | |||||||||
| Gain (loss) on derivative instruments, net | 559 | (545) | |||||||||
| Unrealized gain (loss) on commercial loans | 8 | (66) | |||||||||
| Debt extinguishment charges | — | (34) | |||||||||
| Interest income | 113 | 730 | |||||||||
| Interest expense | (6,363) | (4,560) | |||||||||
| Other income (expense), net | 140 | (78) | |||||||||
| Total other income (expense), net | (4,203) | (3,454) | |||||||||
| Net income (loss) attributable to Invesco Real Estate Income Trust Inc. | $ | 56 | $ | (2,342) | |||||||
| Net (income) loss attributable to non-controlling interests in consolidated joint ventures | (2,214) | 13 | |||||||||
| Net (income) loss attributable to non-controlling interest in INREIT OP | — | (18) | |||||||||
| Net income (loss) attributable to common stockholders | $ | (2,158) | $ | (2,347) | |||||||
| Earnings (loss) per share: | |||||||||||
| Net income (loss) per share of common stock, basic and diluted | $ | (0.09) | $ | (0.10) | |||||||
| Weighted average shares of common stock | |||||||||||
| Basic | 23,292,277 | 22,732,182 | |||||||||
| Diluted | 23,292,277 | 22,732,182 | |||||||||
See accompanying notes to condensed consolidated financial statements.
2
Invesco Real Estate Income Trust Inc.
Condensed Consolidated Statements of Changes in Equity and Redeemable Equity Instruments
(Unaudited)
| in thousands | Class T Common Stock | Class S Common Stock | Class D Common Stock | Class I Common Stock | Class E Common Stock | Class N Common Stock | Class S-PR Common Stock | Class K-PR Common Stock | Additional Paid-in Capital | Accumulated Deficit and Cumulative Distributions | Total Stockholders' Equity | Non-controlling Interests in Consolidated Joint Ventures | Total Equity | Class N Redeemable Common Stock | Redeemable Non-controlling Interest in INREIT OP | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | 3 | $ | 4 | $ | 5 | $ | 40 | $ | 13 | $ | — | $ | 9 | $ | 4 | $ | 242,367 | $ | (175,374) | $ | 67,071 | $ | 247,966 | $ | 315,037 | $ | 445,933 | $ | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from issuance of common stock, net of offering costs | — | 1 | — | — | — | — | 1 | 1 | 6,485 | — | 6,488 | — | 6,488 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution reinvestment | — | — | — | — | — | — | — | — | 651 | — | 651 | — | 651 | 5,414 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | — | — | — | (2) | — | — | — | — | (7,629) | — | (7,631) | — | (7,631) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | 81 | — | 81 | — | 81 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | (2,158) | (2,158) | 2,214 | 56 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock and INREIT OP unit distributions ($0.4162 gross per share/unit) | — | — | — | — | — | — | — | — | — | (9,603) | (9,603) | — | (9,603) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class E OP Units to non-controlling interests | — | — | — | — | — | — | — | — | — | — | — | — | — | — | 150 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from non-controlling interests | — | — | — | — | — | — | — | — | — | — | — | 59,343 | 59,343 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | — | — | — | — | — | (2,547) | (2,547) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests for promote crystallization in consolidated joint ventures | — | — | — | — | — | — | — | — | (9,020) | — | (9,020) | 121 | (8,899) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | 3 | $ | 5 | $ | 5 | $ | 38 | $ | 13 | $ | — | $ | 10 | $ | 5 | $ | 232,935 | $ | (187,135) | $ | 45,879 | $ | 307,097 | $ | 352,976 | $ | 451,347 | $ | 150 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
3
Invesco Real Estate Income Trust Inc.
Condensed Consolidated Statements of Changes in Equity and Redeemable Equity Instruments
(Unaudited)
| in thousands | Class T Common Stock | Class S Common Stock | Class D Common Stock | Class I Common Stock | Class E Common Stock | Class N Common Stock | Class S-PR Common Stock | Class K-PR Common Stock | Additional Paid-in Capital | Accumulated Deficit and Cumulative Distributions | Total Stockholders' Equity | Non-controlling Interests in Consolidated Joint Ventures | Total Equity | Class N Redeemable Common Stock | Redeemable Non-controlling Interest in INREIT OP | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | 6 | $ | 7 | $ | 9 | $ | 47 | $ | 12 | $ | — | $ | — | $ | — | $ | 229,983 | $ | (127,796) | $ | 102,268 | $ | 74,340 | $ | 176,608 | $ | 425,178 | $ | 2,018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from issuance of common stock, net of offering costs | — | 1 | — | 1 | — | — | — | — | 4,631 | — | 4,633 | — | 4,633 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution reinvestment | — | — | — | — | — | — | — | — | 575 | — | 575 | — | 575 | 5,097 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | — | — | — | (3) | — | — | — | — | (9,502) | — | (9,505) | — | (9,505) | — | (865) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | 62 | — | 62 | — | 62 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | (2,347) | (2,347) | (13) | (2,360) | — | 18 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock and INREIT OP unit distributions ($0.4162 gross per share/unit) | — | — | — | — | — | — | — | — | — | (9,359) | (9,359) | — | (9,359) | — | (22) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from non-controlling interests | — | — | — | — | — | — | — | — | — | — | — | 63,827 | 63,827 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | — | — | — | — | — | (1,427) | (1,427) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of interest in consolidated joint ventures | — | — | — | — | — | — | — | — | 17,050 | — | 17,050 | — | 17,050 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | 6 | $ | 8 | $ | 9 | $ | 45 | $ | 12 | $ | — | $ | — | $ | — | $ | 242,799 | $ | (139,502) | $ | 103,377 | $ | 136,727 | $ | 240,104 | $ | 430,275 | $ | 1,149 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
4
Invesco Real Estate Income Trust Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| in thousands | 2026 | 2025 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 56 | $ | (2,342) | |||||||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||||
| Non-cash management fee | 1,033 | 605 | |||||||||
| Non-cash performance participation interest | 781 | — | |||||||||
| (Income) loss from unconsolidated entities, net | (1,138) | (73) | |||||||||
| Depreciation and amortization | 9,628 | 7,056 | |||||||||
| Non-cash share-based compensation awards | 81 | 62 | |||||||||
| Straight-line rents | (369) | (145) | |||||||||
| Amortization of below-market lease intangibles | (587) | (490) | |||||||||
| Amortization of above-market lease intangibles | 43 | 44 | |||||||||
| Amortization of deferred financing costs | 292 | 321 | |||||||||
| (Income) loss from investment in affiliated fund, net | 71 | (473) | |||||||||
| Unrealized (gain) loss from real estate-related securities, net | 255 | 332 | |||||||||
| Realized (gain) loss from real estate-related securities, net | 6 | 34 | |||||||||
| Unrealized (gain) loss on commercial loans | (8) | 66 | |||||||||
| (Gain) loss on derivative instruments, net | (468) | 782 | |||||||||
| Distributions of earnings from investments in unconsolidated entities | 5,622 | 1,373 | |||||||||
| Other items | 97 | 76 | |||||||||
| Change in assets and liabilities, net of assets and liabilities acquired in acquisitions: | |||||||||||
| Decrease (increase) in other assets | (772) | (372) | |||||||||
| (Decrease) increase in due to affiliates | 1,497 | (1,051) | |||||||||
| (Decrease) increase in accounts payable, accrued expenses and other liabilities | (669) | (1,237) | |||||||||
| Net cash (used in) provided by operating activities | 15,451 | 4,568 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Distribution from affiliated fund | 237 | 500 | |||||||||
| Investments in unconsolidated entities | (2,700) | (306) | |||||||||
| Distributions of capital from investments in unconsolidated entities | 331 | 2,550 | |||||||||
| Redemption of investment in affiliated fund | 4,119 | 789 | |||||||||
| Origination of commercial loans | (114,000) | — | |||||||||
| Proceeds from repayment of commercial loan | 12,245 | 762 | |||||||||
| Capital improvements to real estate | (572) | (357) | |||||||||
| Purchase of real estate-related securities | — | (1,745) | |||||||||
| Proceeds from sale of real estate-related securities | 2,400 | 660 | |||||||||
| Net cash provided by (used in) investing activities | (97,940) | 2,853 | |||||||||
5
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of common stock | 5,711 | 4,163 | |||||||||
| Offering costs paid | (49) | (45) | |||||||||
| Repurchase of common stock and OP units | (8,148) | (6,315) | |||||||||
| Subscriptions received in advance | 4,626 | 1,345 | |||||||||
| Proceeds from revolving credit facility | 20,000 | — | |||||||||
| Repayment of revolving credit facility | (60,000) | — | |||||||||
| Borrowings from mortgages payable | 337 | 84,000 | |||||||||
| Payments of mortgages payable | — | (65,500) | |||||||||
| Borrowings under secured financings of investments in real estate debt | 91,200 | — | |||||||||
| Payment of deferred financing costs | (265) | — | |||||||||
| Debt extinguishment charges | — | 34 | |||||||||
| Payment of financing obligation | (3) | (2) | |||||||||
| Contributions from non-controlling interests | 59,343 | 63,827 | |||||||||
| Distributions to non-controlling interests | (2,547) | (1,427) | |||||||||
| Cash paid for promote crystallization in consolidated joint ventures | (8,899) | — | |||||||||
| Cash received from sale of interest in consolidated joint ventures | — | 9,421 | |||||||||
| Common stock and INREIT OP unit distributions | (3,513) | (3,711) | |||||||||
| Net cash provided by (used in) financing activities | 97,793 | 85,790 | |||||||||
| Net change in cash and cash equivalents and restricted cash | 15,304 | 93,211 | |||||||||
| Cash and cash equivalents and restricted cash, beginning of period | 27,532 | 53,059 | |||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | 42,836 | $ | 146,270 | |||||||
| Reconciliation of cash and cash equivalents and restricted cash to the condensed consolidated balance sheets: | |||||||||||
| Cash and cash equivalents | $ | 33,840 | $ | 140,800 | |||||||
| Restricted cash | 8,996 | 5,470 | |||||||||
| Total cash and cash equivalents and restricted cash | $ | 42,836 | $ | 146,270 | |||||||
| Supplemental disclosures: | |||||||||||
| Interest paid | $ | 5,685 | $ | 4,235 | |||||||
| Income taxes paid | 14 | 16 | |||||||||
| Non-cash investing and financing activities: | |||||||||||
| Note receivable from sale of consolidated joint ventures | $ | — | $ | 7,629 | |||||||
| Issuance of Class E OP Units to non-controlling interests | 150 | — | |||||||||
| Issuance of Class E shares for payment of management fees | 961 | 551 | |||||||||
| Accrued capital expenditures | 51 | 6 | |||||||||
| Distributions payable | 3,238 | 3,142 | |||||||||
| Distribution reinvestment | 6,065 | 5,672 | |||||||||
| Accrued offering costs due to affiliates | 134 | 35 | |||||||||
| Accrued common stock repurchases | (517) | 4,055 | |||||||||
See accompanying notes to condensed consolidated financial statements.
6
Invesco Real Estate Income Trust Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1.Organization and Business Purpose
Invesco Real Estate Income Trust Inc. (the “Company” or “we”) is focused on investing in stabilized, income-oriented commercial real estate in the United States. To a lesser extent, we also originate and acquire private real estate debt and invest in real estate-related securities. We own, and expect to continue to own, all or substantially all of our assets through Invesco REIT Operating Partnership L.P. (the “Operating Partnership” or “INREIT OP”), of which we are the sole general partner. We were incorporated in October 2018 as a Maryland corporation and commenced real estate operations in September 2020. We are externally managed by Invesco Advisers, Inc. (the “Adviser”), a registered investment adviser and an indirect, wholly-owned subsidiary of Invesco Ltd. (“Invesco”), an independent global investment management firm.
We qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2020. We operate our business in a manner that permits our exclusion from the definition of “Investment Company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
In May 2021, we commenced our initial public offering of up to $3.0 billion in shares of common stock. In November 2024, our initial public offering terminated, and we commenced our follow-on public offering of up to $3.0 billion, consisting of up to $2.4 billion in shares in our primary offering (the “Primary Offering”) and up to $600.0 million in shares under our distribution reinvestment plan (collectively, the “Public Offering”). We are offering to sell any combination of five classes of shares of our common stock in the Public Offering: Class T shares, Class S shares, Class D shares, Class I shares and Class E shares, with a dollar value up to the maximum offering amount. The share classes have different upfront selling commissions and dealer manager fees and different ongoing stockholder servicing fees.
In addition to the Public Offering, we are conducting multiple private offerings of our common stock (collectively, the “Private Offerings”).
In February 2023, we, through our Operating Partnership, initiated a private placement program (the “DST Program”) to issue and sell up to $3.0 billion of beneficial interests (“Interests”) in specific Delaware statutory trusts (the “DSTs”) holding real properties (the “DST Properties”), which may be sourced from our real properties or from third parties.
2.Summary of Significant Accounting Policies
Basis of Presentation
Certain disclosures included in our Annual Report on Form 10-K are not required to be included on an interim basis in our quarterly reports on Form 10-Q. We have condensed or omitted these disclosures. Therefore, this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025.
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and consolidate the financial statements of the Company and its controlled subsidiaries. All significant intercompany transactions, balances, revenues and expenses are eliminated upon consolidation. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair statement of our financial condition and results of operations for the periods presented.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain amounts reported in the condensed consolidated financial statements and accompanying notes. An example of an estimate may include, but is not limited to, estimates of the fair values of financial instruments and estimated payment periods for certain stockholder servicing fee liabilities. Actual results may differ from those estimates.
7
Consolidation
We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity, we consider whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary. We are the primary beneficiary of a VIE when we have both the power to direct the most significant activities impacting the economic performance of the VIE and the obligation to absorb losses or receive benefits significant to the VIE. See additional information on our VIEs in Note 16 — “Variable Interest Entities.”
The non-controlling partner’s interest is generally calculated as the joint venture partner’s ownership percentage. Certain of the joint ventures formed by the Company provide the joint venture partner a profits interest based on certain internal rate of return hurdles being achieved. Any profits interest due to the joint venture partner is reported as net (income) loss attributable to non-controlling interests in consolidated joint ventures on our condensed consolidated statements of operations.
For our DST Program, the non-controlling interest represents the proceeds from the syndicated percentages of the DST Offerings. The non-controlling interest is presented as permanent equity in our condensed consolidated balance sheets because the fair market value purchase option to exchange interests for units of the Operating Partnership or cash is based on the occurrence of a conditional event. See additional information on our DST Program in Note 17 — “DST Program.” The beneficial owners’ allocation of the DST Program’s income or loss is reported as net income (loss) attributable to non-controlling interests in consolidated joint ventures on our condensed consolidated statements of operations.
We apply the equity method of accounting if we have significant influence over an entity, typically when we hold 20 percent or more of the voting common stock (or equivalent) of an investee but do not have a controlling financial interest. In certain circumstances, such as with investments in limited liability companies or limited partnerships, we apply the equity method of accounting when we own as little as three to five percent. See Note 4 — “Investments in Unconsolidated Entities” for further information about our investments in partially owned entities.
Income Taxes
We elect to treat certain of our corporate subsidiaries as taxable REIT subsidiaries (“TRSs”). In general, a TRS may perform additional services for our tenants and generally may engage in any real estate or non-real estate-related business. A TRS is subject to federal, state and local corporate income tax, as applicable. The TRS holds investments in assets, income streams, operating companies and associated expenses that produce non-qualifying items for purposes of REIT testing.
For the three months ended March 31, 2026, we recorded a net tax benefit of approximately $35,000 located within other income (expense), net on our condensed consolidated statements of operations. For the three months ended March 31, 2025, we recorded a net tax expense of $0.1 million located within other income (expense), net on our condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025, we had a net deferred tax liability of $0.4 million and $0.5 million, respectively. Deferred tax liabilities are recorded within accounts payable, accrued expenses and other liabilities on our condensed consolidated balance sheets. As of March 31, 2026, our tax years 2022 through 2026 remain subject to examination by the United States tax authorities.
Significant Accounting Policies
There have been no changes to our accounting policies included in Note 2 — “Summary of Significant Accounting Policies” to the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2025.
3.Investments in Real Estate, net
Investments in real estate, net consist of:
| in thousands | March 31, 2026 | December 31, 2025 | ||||||||||||
| Building and improvements | $ | 689,194 | $ | 688,814 | ||||||||||
| Land and land improvements | 229,721 | 229,513 | ||||||||||||
| Furniture, fixtures and equipment | 10,864 | 10,676 | ||||||||||||
| Total | 929,779 | 929,003 | ||||||||||||
| Accumulated depreciation | (77,903) | (71,426) | ||||||||||||
| Investments in real estate, net | $ | 851,876 | $ | 857,577 | ||||||||||
8
Promote Crystallization for Consolidated Joint Venture
During the three months ended March 31, 2026, one of the third-party partners in The Carmin student housing property joint venture elected to crystallize their promote in accordance with the terms of the limited partnership agreement. The crystallized promote was settled through a $8.9 million cash distribution to the non-controlling interest and an increase in their ownership in the joint venture, resulting in a $0.1 million increase to non-controlling interest. We have accounted for the transaction as an equity transaction as we will continue to account for the entity on a consolidated basis in our condensed consolidated financial statements. The total consideration of $9.0 million has been reflected as a decrease to additional paid in capital on our condensed consolidated balance sheets.
Impairment
During the three months ended March 31, 2026 and 2025, we did not recognize any impairment losses on our real estate investments.
4.Investments in Unconsolidated Entities
As of March 31, 2026, we held five investments in unconsolidated entities that are accounted for using the equity method of accounting. The amounts reflected in the following tables (except for our share of equity and income) are based on the historical financial information of the individual unconsolidated entities. We do not record operating losses of an unconsolidated entity in excess of our investment balance unless we are liable for the obligations of the entity or are otherwise committed to provide financial support to the entity.
Our investments in unconsolidated entities as of March 31, 2026 and December 31, 2025 were as follows:
| in thousands | Carrying Amount | |||||||||||||||||||
| Entity | Ownership Percentage(1) | March 31, 2026 | December 31, 2025 | |||||||||||||||||
Vida JV LLC(2) | 42.5% | $ | 59,548 | $ | 59,524 | |||||||||||||||
San Simeon Preferred Equity(3) | N/A | 25,419 | 30,056 | |||||||||||||||||
PTCR Holdco, LLC(4) | N/A | 11,706 | 11,344 | |||||||||||||||||
Retail GP Fund(5) | 4.2% to 9.0% | 24,353 | 22,308 | |||||||||||||||||
Homestead Communities, LLC(6) | 50.0% | 321 | 230 | |||||||||||||||||
| Total | $ | 121,347 | $ | 123,462 | ||||||||||||||||
(1)Ownership percentage represents our entitlement to residual distributions after payments of priority returns, where applicable. Preferred equity investment ownership percentages are not presented.
(2)We formed a joint venture (the “Invesco JV”) with Invesco U.S. Income Fund L.P., an affiliate of Invesco, to acquire an interest in a portfolio of medical office buildings located throughout the United States (the “Sunbelt Medical Office Portfolio”). We hold a 50% ownership interest in the Invesco JV. As of March 31, 2026, the Invesco JV owned an 85% interest in a joint venture (“Vida JV LLC”) with an unaffiliated third party. As of March 31, 2026, Vida JV LLC owned a portfolio of twenty medical office buildings.
(3)We own a preferred membership interest in San Simeon Holdings LLC (“San Simeon Preferred Equity”), a limited liability company that owns a multifamily property. On March 13, 2026, the San Simeon Preferred Equity agreement was modified to extend the remaining term to April 1, 2031. In conjunction with the modification, a paydown was made by the common member to reduce the outstanding principal balance to $25.3 million. As of March 31, 2026 and after the modification, the investment yields a preferred return rate of 8.25%, which includes both the current pay and the deferred pay rates, as well as a preferred accrued return of 4.25% due upon redemption.
(4)We hold an 85% ownership interest in a consolidated joint venture, ITP Investments LLC (“ITP LLC”). ITP LLC holds a preferred equity investment in PTCR Holdco, LLC, a fully integrated retail platform operating company.
(5)ITP LLC has a 90% interest in PT Co-GP Fund, LLC (“Retail GP Fund”), which was formed to invest in retail properties through non-controlling general partner interests. ITP LLC holds non-controlling general partner interests through its interest in the Retail GP Fund ranging from 4.2% to 9.0% in fifteen retail properties.
(6)We hold a 50% ownership interest in a real estate operating company focused on the aggregation and asset management of manufactured housing through a joint venture, Homestead Communities, LLC (“Homestead”). Invesco U.S. Income Fund L.P, an affiliate of Invesco, owns the remaining 50% ownership interest. An unaffiliated third party has a promote incentive that could dilute our ownership percentage if certain performance milestones are exceeded.
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Our share of the unconsolidated entities’ income (loss) for the three months ended March 31, 2026 and 2025 were as follows:
| Company’s Share of Unconsolidated Entities' Income (Loss) | ||||||||||||||||||||
| in thousands | Three Months Ended March 31, | |||||||||||||||||||
| Entity | Ownership Percentage | 2026 | 2025 | |||||||||||||||||
| Vida JV LLC | 42.5% | $ | 24 | $ | (570) | |||||||||||||||
| San Simeon Preferred Equity | N/A | 847 | 814 | |||||||||||||||||
| PTCR Holdco, LLC | N/A | 361 | 249 | |||||||||||||||||
| Retail GP Fund | 4.2% to 9.0% | (223) | (234) | |||||||||||||||||
| Homestead Communities, LLC | 50.0% | 129 | (186) | |||||||||||||||||
| Total | $ | 1,138 | $ | 73 | ||||||||||||||||
The following tables provide summarized balance sheets of our investments in unconsolidated entities:
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| in thousands | Total assets | Total liabilities | Total equity | Total assets | Total liabilities | Total equity | ||||||||||||||||||||||||||||||||
| Vida JV LLC | $ | 368,861 | $ | (229,473) | $ | (139,388) | $ | 364,661 | $ | (225,438) | $ | (139,223) | ||||||||||||||||||||||||||
| San Simeon Preferred Equity | 132,155 | (79,247) | (52,908) | 134,192 | (78,500) | (55,692) | ||||||||||||||||||||||||||||||||
| Retail GP Fund | 1,168,236 | (718,711) | (449,525) | 1,111,223 | (718,971) | (392,252) | ||||||||||||||||||||||||||||||||
| Other | 7,819 | (9,956) | 2,137 | 7,154 | (8,443) | 1,289 | ||||||||||||||||||||||||||||||||
The following tables provide summarized operating data of our investments in unconsolidated entities:
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||||||||||||||
| in thousands | Revenue | Net income (loss) | Revenue | Net income (loss) | ||||||||||||||||||||||
| Vida JV LLC | $ | 9,494 | $ | 70 | $ | 9,371 | $ | (1,338) | ||||||||||||||||||
| San Simeon Preferred Equity | 2,798 | 200 | 2,683 | 788 | ||||||||||||||||||||||
| Retail GP Fund | 33,046 | (3,337) | 17,235 | (3,772) | ||||||||||||||||||||||
| Other | 3,454 | (41) | 1,964 | (1,054) | ||||||||||||||||||||||
| Total | $ | 48,792 | $ | (3,108) | $ | 31,253 | $ | (5,376) | ||||||||||||||||||
Impairment
We did not record any impairment losses on our investments in unconsolidated entities for the three months ended March 31, 2026 and 2025.
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5.Investments in Commercial Loans
The following tables summarize our investments in commercial loans as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| in thousands | Origination Date | Loan Type | Periodic Payment Terms | Interest Rate(1) | Loan Amount(2) | Principal Balance Outstanding | Fair Value | Maturity Date(3) | ||||||||||||||||||||||||||||||||||||||||||
| The Catherine II Loan | 12/10/2025 | Senior | Interest Only | 6.63% | $ | 86,250 | $ | 83,100 | $ | 83,100 | 12/9/2030 | |||||||||||||||||||||||||||||||||||||||
| Sync DFW Multifamily Portfolio Loan | 1/9/2026 | Senior | Interest Only | 6.28% | 113,998 | 113,998 | 113,998 | 1/9/2031 | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 200,248 | $ | 197,098 | $ | 197,098 | ||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| in thousands | Origination Date | Loan Type | Periodic Payment Terms | Interest Rate(1) | Loan Amount(2) | Principal Balance Outstanding | Fair Value | Maturity Date(3) | ||||||||||||||||||||||||||||||||||||||||||
| 5805 N Jackson Gap Loan | 1/20/2023 | Mezzanine | Interest Only | 12.48% | $ | 12,245 | $ | 12,245 | $ | 12,235 | 2/9/2028 | |||||||||||||||||||||||||||||||||||||||
| The Catherine II Loan | 12/10/2025 | Senior | Interest Only | 6.71% | 86,250 | 83,100 | 83,100 | 12/9/2030 | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 98,495 | $ | 95,345 | $ | 95,335 | ||||||||||||||||||||||||||||||||||||||||||||
(1)Loan earns interest at Secured Overnight Financing Rate (“SOFR”) plus a spread.
(2)Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(3)Assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions, as defined in the respective loan agreement.
During the three months ended March 31, 2026 and 2025, we recognized $0.3 million and $0.4 million, respectively, of interest income from the 5805 N Jackson Gap Loan, a mezzanine commercial real estate loan, which is recorded as income from commercial loans in our condensed consolidated statement of operations. On February 10, 2026, a short-term extension was granted to the borrower of 5805 N Jackson Gap Loan to extend the maturity date of the loan to March 9, 2026. On February 20, 2026, the loan was repaid in full at par value.
We have originated commercial real estate loan investments structured as senior loans, which are partially financed by the secured lending agreement described in Note 10 — “Borrowings”. During the three months ended March 31, 2026, we recognized $3.0 million of interest income from these commercial loans which is recorded as income from commercial loans in our condensed consolidated statement of operations and we recognized interest expense on the secured lending agreement of $2.1 million which is recorded as interest expense in our condensed consolidated statement of operations. We also recognized income from origination fees of $1.0 million during the three months ended March 31, 2026, which is recorded as income from commercial loans in our condensed consolidated statement of operations. We did not have any senior commercial real estate loan investments generating interest income during the three months ended March 31, 2025.
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6.Investments in Real Estate-Related Securities
The following tables summarize our investments in real estate-related securities by asset type:
| March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||
| in thousands | Principal Balance | Unamortized Premium (Discount) | Amortized Cost / Cost(1) | Unrealized Gain (Loss), Net | Fair Value | Period-end Weighted Average Yield | Weighted-Average Maturity Date | |||||||||||||||||||||||||||||||||||||
| Non-agency CMBS | $ | 29,574 | $ | (1,006) | $ | 28,568 | $ | 210 | $ | 28,778 | 4.72 | % | 11/21/2027 | |||||||||||||||||||||||||||||||
| Preferred stock of REITs | N/A | N/A | 1,975 | (90) | 1,885 | 6.74 | % | N/A | ||||||||||||||||||||||||||||||||||||
| Total | $ | 29,574 | $ | (1,006) | $ | 30,543 | $ | 120 | $ | 30,663 | ||||||||||||||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| in thousands | Principal Balance | Unamortized Premium (Discount) | Amortized Cost / Cost(1) | Unrealized Gain (Loss), Net | Fair Value | Period-end Weighted Average Yield | Weighted-Average Maturity Date | |||||||||||||||||||||||||||||||||||||
| Non-agency CMBS | $ | 31,974 | $ | (1,065) | $ | 30,909 | $ | 342 | $ | 31,251 | 4.95 | % | 11/9/2027 | |||||||||||||||||||||||||||||||
| Preferred stock of REITs | N/A | N/A | 1,975 | 33 | 2,008 | 6.32 | % | N/A | ||||||||||||||||||||||||||||||||||||
| Total | $ | 31,974 | $ | (1,065) | $ | 32,884 | $ | 375 | $ | 33,259 | ||||||||||||||||||||||||||||||||||
(1)For non-agency CMBS, the amount presented represents amortized cost. For preferred stock of REITs, the amount presented represents cost.
7.Intangibles
The gross carrying amount and accumulated amortization of our intangible assets and liabilities are:
| March 31, 2026 | |||||||||||||||||
| in thousands | Total Cost | Accumulated Amortization | Intangible Assets, net | ||||||||||||||
| Intangible assets, net: | |||||||||||||||||
| In-place lease intangibles | $ | 68,486 | $ | (37,127) | $ | 31,359 | |||||||||||
| Leasing commissions | 10,781 | (3,419) | 7,362 | ||||||||||||||
| Above-market lease intangibles | 1,951 | (761) | 1,190 | ||||||||||||||
| Total intangible assets, net | $ | 81,218 | $ | (41,307) | $ | 39,911 | |||||||||||
| Total Cost | Accumulated Amortization | Intangible Liabilities, net | |||||||||||||||
| Intangible liabilities, net: | |||||||||||||||||
| Below-market lease intangibles | $ | 11,844 | $ | (4,009) | $ | 7,835 | |||||||||||
| Total intangible liabilities, net | $ | 11,844 | $ | (4,009) | $ | 7,835 | |||||||||||
| December 31, 2025 | |||||||||||||||||
| in thousands | Total Cost | Accumulated Amortization | Intangible Assets, net | ||||||||||||||
| Intangible assets, net: | |||||||||||||||||
| In-place lease intangibles | $ | 68,725 | $ | (34,418) | $ | 34,307 | |||||||||||
| Leasing commissions | 10,730 | (3,063) | 7,667 | ||||||||||||||
| Above-market lease intangibles | 1,951 | (718) | 1,233 | ||||||||||||||
| Total intangible assets, net | $ | 81,406 | $ | (38,199) | $ | 43,207 | |||||||||||
| Total Cost | Accumulated Amortization | Intangible Liabilities, net | |||||||||||||||
| Intangible liabilities, net: | |||||||||||||||||
| Below-market lease intangibles | $ | 11,875 | $ | (3,421) | $ | 8,454 | |||||||||||
| Total intangible liabilities, net | $ | 11,875 | $ | (3,421) | $ | 8,454 | |||||||||||
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The estimated future amortization of our intangibles for each of the next five years and thereafter as of March 31, 2026 is:
| in thousands | In-place Lease Intangibles | Leasing Commissions | Above-market Lease Intangibles | Below-market Lease Intangibles | |||||||||||||||||||
| 2026 (remainder) | $ | 6,709 | $ | 1,018 | $ | 133 | $ | (1,670) | |||||||||||||||
| 2027 | 6,357 | 1,227 | 175 | (2,091) | |||||||||||||||||||
| 2028 | 4,220 | 1,093 | 175 | (1,155) | |||||||||||||||||||
| 2029 | 3,870 | 954 | 164 | (943) | |||||||||||||||||||
| 2030 | 3,404 | 859 | 94 | (595) | |||||||||||||||||||
| 2031 | 4,413 | 1,121 | 94 | (533) | |||||||||||||||||||
| Thereafter | 2,386 | 1,090 | 355 | (848) | |||||||||||||||||||
| $ | 31,359 | $ | 7,362 | $ | 1,190 | $ | (7,835) | ||||||||||||||||
8.Other Assets
The following table summarizes the components of other assets:
| in thousands | March 31, 2026 | December 31, 2025 | |||||||||
| Deferred rent | $ | 4,960 | $ | 4,591 | |||||||
Capitalized tax abatement, net(1) | 990 | 1,030 | |||||||||
| Receivables, net | 943 | 111 | |||||||||
| Prepaid expenses | 721 | 697 | |||||||||
| Deposits | 624 | 333 | |||||||||
| Derivative instruments | 510 | 405 | |||||||||
| Other | 785 | 832 | |||||||||
| Total | $ | 9,533 | $ | 7,999 | |||||||
(1)We obtained a tax abatement in conjunction with our purchase of the 3101 Agler property with an expiration date of December 31, 2031. We are amortizing the tax abatement over its remaining useful life as a component of property operating expenses in the condensed consolidated statements of operations. As of March 31, 2026, accumulated amortization of the capitalized tax abatement was $0.7 million.
9.Derivative Instruments
We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate risk, primarily by managing the amount, sources, and duration of our investments, borrowings, and the use of derivative financial instruments. Specifically, we use derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash payments principally related to our borrowings.
The following table summarizes changes to the notional amount of our derivative instruments in for the three months ended March 31, 2026:
| in thousands | Notional Amount as of December 31, 2025 | Additions | Termination or Expiration | Notional Amount as of March 31, 2026 | ||||||||||||||||||||||
| Interest rate swaps | $ | 195,400 | $ | — | $ | — | $ | 195,400 | ||||||||||||||||||
| Total | $ | 195,400 | $ | — | $ | — | $ | 195,400 | ||||||||||||||||||
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The following tables summarize the notional amount and other information related to our interest rate swaps as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | ||||||||||||||||||||||||||||||||
| in thousands | Number of Instruments | Notional Amount(1) | Fair Value | Weighted Average Strike Rate/Fixed Rate | Weighted Average Remaining Term In Years | |||||||||||||||||||||||||||
Assets(2) | ||||||||||||||||||||||||||||||||
| Interest rate swap | 1 | $ | 52,000 | $ | 510 | 2.73% | 1.08 | |||||||||||||||||||||||||
| Total assets | 1 | $ | 52,000 | $ | 510 | |||||||||||||||||||||||||||
Liabilities(3) | ||||||||||||||||||||||||||||||||
| Interest rate swaps | 2 | $ | 142,900 | $ | 159 | 3.86% | 0.56 | |||||||||||||||||||||||||
| Total liabilities | 2 | $ | 142,900 | $ | 159 | |||||||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||||||||
| in thousands | Number of Instruments | Notional Amount(1) | Fair Value | Weighted Average Strike Rate/Fixed Rate | Weighted Average Remaining Term In Years | |||||||||||||||||||||||||||
Assets(2) | ||||||||||||||||||||||||||||||||
| Interest rate swap | 1 | $ | 52,500 | $ | 405 | 2.73% | 1.32 | |||||||||||||||||||||||||
| Total assets | 1 | $ | 52,500 | $ | 405 | |||||||||||||||||||||||||||
Liabilities(3) | ||||||||||||||||||||||||||||||||
| Interest rate swaps | 2 | $ | 142,900 | $ | 524 | 3.86% | 0.80 | |||||||||||||||||||||||||
| Total liabilities | 2 | $ | 142,900 | $ | 524 | |||||||||||||||||||||||||||
(1)The notional amount represents the amount of the mortgage note borrowings that we are hedging. It does not represent our exposure to credit, interest rate or market risks.
(2)Derivative assets are included as a component of other assets on our condensed consolidated balance sheets.
(3)Derivative liabilities are included as a component of accounts payable, accrued expenses and other liabilities on our condensed consolidated balance sheets.
The following tables summarize the effect of interest rate caps and interest rate swaps reported in gain (loss) on derivative instruments, net on the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||||
| in thousands | Realized gain (loss) on derivative instruments, net | Contractual net interest income (expense) | Unrealized gain (loss), net | Gain (loss) on derivative instruments, net | ||||||||||||||||||||||
| Interest rate swaps | $ | — | $ | 91 | $ | 468 | $ | 559 | ||||||||||||||||||
| Total | $ | — | $ | 91 | $ | 468 | $ | 559 | ||||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||
| in thousands | Realized gain (loss) on derivative instruments, net | Contractual net interest income (expense) | Unrealized gain (loss), net | Gain (loss) on derivative instruments, net | ||||||||||||||||||||||
| Interest rate caps | $ | — | $ | 17 | $ | (272) | $ | (255) | ||||||||||||||||||
| Interest rate swap | — | 220 | (510) | (290) | ||||||||||||||||||||||
| Total | $ | — | $ | 237 | $ | (782) | $ | (545) | ||||||||||||||||||
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10.Borrowings
Our borrowing arrangements include a revolving credit facility, secured lending agreement and mortgage notes payable. The table below summarizes our borrowing arrangements as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | Principal Balance Outstanding | |||||||||||||||||||||||||||||||||||||||||||||||||
| $ in thousands | Current Maturity | Extended Maturity Date(1) | Interest Rate(2) | Weighted Average Interest Rate | Maximum Facility Size | Available Capacity | March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||
Revolving Credit Facility(3) | 7/23/2027 | 7/21/2028 | S + applicable margin(3) | 5.22% | $ | 250,000 | $ | 94,237 | $ | — | $ | 40,000 | ||||||||||||||||||||||||||||||||||||||
| Secured Lending Agreement | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase Agreement | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Citibank | 12/9/2027 | 12/9/2029 | S + 1.70% | 5.32% | $ | 300,000 | $ | 142,320 | $ | 157,680 | $ | 66,480 | ||||||||||||||||||||||||||||||||||||||
| Mortgage Notes Payable | ||||||||||||||||||||||||||||||||||||||||||||||||||
| The Carmin | 3/5/2027 | 3/5/2032 | S + 1.75% | 5.43% | $ | 84,000 | $ | — | $ | 84,000 | $ | 84,000 | ||||||||||||||||||||||||||||||||||||||
| Cortlandt Crossing | 3/1/2027 | N/A | 3.13% | 3.13% | 39,660 | — | 39,660 | 39,660 | ||||||||||||||||||||||||||||||||||||||||||
| Everly Roseland | 4/28/2027 | 4/28/2029 | S + 1.45% | 5.13% | 113,500 | 1,505 | 111,995 | 111,658 | ||||||||||||||||||||||||||||||||||||||||||
| Total mortgages payable | 235,655 | 235,318 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred financing costs, net | (502) | (570) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Mortgages payable, net | $ | 235,153 | $ | 234,748 | ||||||||||||||||||||||||||||||||||||||||||||||
(1)Assumes all available extension options are exercised upon meeting certain conditions, which may include payment of a non-refundable extension fee.
(2)The term “S” refers to the relevant floating benchmark rate, SOFR.
(3)Borrowings under the Revolving Credit Facility carry interest at a rate equal to (i) SOFR, (ii) SOFR with an interest period of one, three or six-months, or (iii) a Base Rate, where the base rate is the highest of (a) federal funds rate plus 0.5%, (b) the rate of interest as publicly announced by Bank of America, N.A. (“Bank of America”) as its “prime rate”, (c) SOFR with an interest period of one month plus 1.0%, or (d) 1.0%, in each case, plus an applicable margin that is based on our leverage ratio.
As of March 31, 2026, we were in compliance with all loan covenants in our revolving credit facility, secured lending and mortgage note agreements.
Revolving Credit Facility
On January 22, 2021, we entered into the Revolving Credit Facility with Bank of America. As of March 31, 2026, the aggregate commitment is $100.0 million with an ability to request increases up to $250.0 million in aggregate commitments. The unused commitment fee is 0.25% if usage is less than 50% and 0.15% if usage is greater than or equal to 50% that accrues on the daily amount by which the aggregate commitments exceed the total outstanding balance of the Revolving Credit Facility.
Secured Lending Agreement
In December 2025, we entered into a traditional repurchase agreement with Citibank. As of March 31, 2026, the aggregate commitment is $160.2 million with the ability to request increases up to $300.0 million in aggregate commitments, subject to certain conditions. We have pledged two investments in commercial loans with a fair value of $197.1 million as collateral for this agreement. We segregate the commercial real estate loans that we have pledged as collateral in our books and records. Our repurchase agreement counterparty has the right to resell or repledge the collateral posted but has the obligation to return the pledged collateral upon maturity of the repurchase agreement.
We were not required to post any margin under our master repurchase agreements as of March 31, 2026. A margin deficiency may generally result from either a decline in the underlying loans’ market value or a shortfall in operating performance of the property. We may finance multiple commercial loan investments under a repurchase agreement; therefore, a margin excess in one asset could help mitigate a margin deficiency in another asset under the same repurchase agreement. We intend to maintain a level of liquidity that will enable us to meet margin calls. Master repurchase agreements are recourse obligations.
Mortgage Notes Payable
We have entered into mortgage notes that are secured by our real estate investments.
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On March 5, 2026, we exercised the first extension option of the mortgage note for The Carmin, which extended the maturity date to March 5, 2027. We have five remaining extension options available which would extend the maturity date to March 5, 2032.
Financing Obligation, Net
In connection with the failed sale and leaseback of The Carmin property, as of March 31, 2026, we hold a financing obligation on our condensed consolidated balance sheets of $54.0 million, net of debt issuance costs.
The following table presents the future principal payments due under our outstanding borrowings as of March 31, 2026:
| in thousands | ||||||||||||||||||||||||||||||||
| Year | Revolving Credit Facility(1) | Secured Lending Agreement(1) | Mortgages Payable(1)(2) | Financing Obligation(3) | Total | |||||||||||||||||||||||||||
| 2026 (remaining) | $ | — | $ | — | $ | — | $ | 9 | $ | 9 | ||||||||||||||||||||||
| 2027 | — | — | 39,660 | 15 | 39,675 | |||||||||||||||||||||||||||
| 2028 | — | — | — | 18 | 18 | |||||||||||||||||||||||||||
| 2029 | — | 157,680 | 111,995 | 21 | 269,696 | |||||||||||||||||||||||||||
| 2030 | — | — | — | 25 | 25 | |||||||||||||||||||||||||||
| 2031 | — | — | — | 28 | 28 | |||||||||||||||||||||||||||
| Thereafter | — | — | 84,000 | 36,217 | 120,217 | |||||||||||||||||||||||||||
| Total | $ | — | $ | 157,680 | $ | 235,655 | $ | 36,333 | $ | 429,668 | ||||||||||||||||||||||
(1)Assumes all extension options are exercised that may be extended at our option, subject to certain conditions.
(2)The total excludes deferred financing costs which are included in the mortgages payable, net balance presented in the condensed consolidated balance sheets.
(3)The total principal payments will not exceed the difference between the total financing obligation of $54.0 million and the initial carrying value of the land of $17.6 million, resulting in maximum principal payments of $36.3 million over the term of the arrangement.
11.Accounts Payable, Accrued Expenses and Other Liabilities
The following table summarizes the components of accounts payable, accrued expenses and other liabilities:
| in thousands | March 31, 2026 | December 31, 2025 | |||||||||
| Intangible liabilities, net | $ | 7,835 | $ | 8,454 | |||||||
Subscriptions received in advance(1) | 4,626 | 401 | |||||||||
| Accounts payable and accrued expenses | 3,324 | 2,005 | |||||||||
| Real estate taxes payable | 2,450 | 4,059 | |||||||||
| Tenant security deposits | 2,242 | 2,204 | |||||||||
| Accrued interest expense | 1,767 | 1,382 | |||||||||
| Common stock repurchases | 982 | 1,499 | |||||||||
| Prepaid rental income | 942 | 588 | |||||||||
| Distributions payable | 706 | 688 | |||||||||
| Deferred tax liability | 363 | 536 | |||||||||
| Derivative instruments | 159 | 524 | |||||||||
| Total | $ | 25,396 | $ | 22,340 | |||||||
(1)Represents subscriptions received by our transfer agent prior to the date the subscriptions are effective.
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12.Redeemable Equity Instruments
Class N Redeemable Common Stock
The following table details the movement in our Class N redeemable common stock activity with MassMutual for the three months ended March 31, 2026 and 2025:
| Total | ||||||||
| Balance at December 31, 2025 | 15,222,610 | |||||||
| Distribution reinvestment | 196,229 | |||||||
| Balance at March 31, 2026 | 15,418,839 | |||||||
| Balance at December 31, 2024 | 14,466,761 | |||||||
| Distribution reinvestment | 182,884 | |||||||
| Balance at March 31, 2025 | 14,649,645 | |||||||
For the three months ended March 31, 2026 and 2025, we did not record any adjustments to the value of the Class N shares held by MassMutual.
MassMutual committed and fully funded $400.0 million of Class N common stock in our Class N Private Offering. Beginning January 1, 2026 and continuing until we have repurchased $200.0 million of MassMutual shares, we are required to repurchase MassMutual shares on a monthly basis, subject to thresholds based on monthly net offering proceeds. In any month, MassMutual may choose to waive our obligation to repurchase shares. We are required to limit repurchases to ensure that the aggregate NAV of MassMutual shares is at least $50.0 million. MassMutual has elected to forgo this repurchase obligation through May 1, 2026.
Beginning January 1, 2026, MassMutual holds the right to request that we repurchase MassMutual shares on a monthly basis, subject to thresholds based on monthly net offering proceeds and the Company’s NAV. This right to request that we repurchase MassMutual shares is in addition to the requirement to repurchase MassMutual shares described in the preceding paragraph. We will not be required to repurchase (1) in any calendar year, more than $150.0 million of MassMutual shares or (2) in any calendar month, MassMutual shares with an aggregate repurchase price equal to more than 100% of the net proceeds to us from the sale of shares of our common stock during such month. MassMutual has not exercised the right to request repurchases as of May 11, 2026.
Exchange Rights and Registration Agreement
We have entered into an exchange rights and registration agreement with MassMutual (the “Registration Rights Agreement”). After September 28, 2025, MassMutual may require us to exchange all or a portion of its Class N shares for any class of shares of our common stock being sold in the Primary Offering and file and maintain an effective registration statement with the SEC (for no longer than three years) registering the offer and sale of the new shares issued in the exchange. As of March 31, 2026, MassMutual has not made a request to exchange its Class N shares. MassMutual's rights under the Registration Rights Agreement will terminate when its shares of our common stock have an aggregate NAV of less than $20.0 million.
Redeemable Non-controlling Interest in INREIT OP
In connection with its performance participation interest, Invesco REIT Special Limited Partner L.L.C. (the “Special Limited Partner”) holds Class E units in INREIT OP. See Note 18 — “Related Party Transactions” for further details of the Special Limited Partner’s performance participation interest. Because the Special Limited Partner has the ability to redeem its Class E units for cash at its sole discretion, we have classified these Class E units as redeemable non-controlling interest in INREIT OP on our condensed consolidated balance sheets. For the three months ended March 31, 2026 and March 31, 2025, we did not record an adjustment to redeemable non-controlling interest in INREIT OP or additional paid-in capital to adjust the value of the Class E units in INREIT OP held by the Special Limited Partner to our March 31, 2026 and March 31, 2025 NAV per Class E unit in INREIT OP.
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The following table details the non-controlling interest activity related to the Special Limited Partner:
| Three Months Ended March 31, | ||||||||||||||
| in thousands | 2026 | 2025 | ||||||||||||
| Issuance of Class E OP Units to non-controlling interests | $ | 150 | $ | — | ||||||||||
| Net income (loss) allocated | $ | — | $ | 18 | ||||||||||
| Distributions | $ | — | $ | 22 | ||||||||||
| Adjustment to carrying value | $ | — | $ | — | ||||||||||
As of March 31, 2026 distributions payable to the Special Limited Partner were approximately $1,000. As of December 31, 2025, there was no distribution payable to the Special Limited Partner as the Class E units were fully repurchased.
13.Equity
Preferred Stock
We have 100,000,000 shares of preferred stock authorized with a par value of $0.01 per share. As of March 31, 2026 and December 31, 2025, we had zero shares of preferred stock issued and outstanding.
Common Stock
The following tables detail the movement in our outstanding shares of common stock for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class T Shares | Class S Shares | Class D Shares | Class I Shares | Class E Shares | Class N Shares | Class S-PR Shares | Class K-PR Shares | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | 271,887 | 480,891 | 513,924 | 4,029,060 | 1,293,308 | 15,222,610 | 906,613 | 465,084 | 23,183,377 | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | 2,380 | — | 25,171 | 15,286 | 34,194 | — | 114,663 | 65,233 | 256,927 | |||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of common stock | — | 12,153 | — | (12,109) | — | — | — | — | 44 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | (2,544) | (24,352) | (22,320) | (223,672) | (17,336) | — | — | — | (290,224) | |||||||||||||||||||||||||||||||||||||||||||||||
| Distribution reinvestment | 1,882 | 4,521 | 4,561 | 10,177 | 3,009 | 196,229 | 355 | 205 | 220,939 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | 273,605 | 473,213 | 521,336 | 3,818,742 | 1,313,175 | 15,418,839 | 1,021,631 | 530,522 | 23,371,063 | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class T Shares | Class S Shares | Class D Shares | Class I Shares | Class E Shares | Class N Shares | Class S-PR Shares | Class K-PR Shares | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | 630,722 | 726,730 | 877,190 | 4,675,460 | 1,228,798 | 14,466,761 | — | — | 22,605,661 | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | 1,910 | 55,399 | 7,134 | 90,685 | 20,327 | — | — | — | 175,455 | |||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of common stock | — | — | (8,680) | 8,636 | — | — | — | — | (44) | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | (2,607) | (3,599) | (3,778) | (326,951) | (18,180) | — | — | — | (355,115) | |||||||||||||||||||||||||||||||||||||||||||||||
| Distribution reinvestment | 2,206 | 3,967 | 4,203 | 8,300 | 2,672 | 182,884 | — | — | 204,232 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | 632,231 | 782,497 | 876,069 | 4,456,130 | 1,233,617 | 14,649,645 | — | — | 22,630,189 | |||||||||||||||||||||||||||||||||||||||||||||||
Distributions
We are generally required to distribute at least 90% our taxable income to our stockholders each year to comply with the REIT provisions of the Internal Revenue code. Taxable income does not necessarily equal net income as calculated in accordance with GAAP.
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For the three months ended March 31, 2026 and 2025, we declared distributions of $9.6 million and $9.4 million, respectively. We accrued $2.5 million for distributions payable to related parties as a component of due to affiliates in our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively. Additionally, as of March 31, 2026 and December 31, 2025, we accrued $0.7 million for distributions payable to third parties as a component of accounts payable, accrued expenses and other liabilities in our condensed consolidated balance sheets, respectively.
The following tables detail the aggregate distributions declared per share for each applicable class of stock for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred Stock | Class T Common Stock | Class S Common Stock | Class D Common Stock | Class I Common Stock | Class E Common Stock | Class N Common Stock | Class S-PR Common Stock | Class K-PR Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||
| Aggregate distributions declared per share | $ | — | $ | 0.4162 | $ | 0.4162 | $ | 0.4162 | $ | 0.4162 | $ | 0.4162 | $ | 0.4162 | $ | 0.4162 | $ | 0.4162 | ||||||||||||||||||||||||||||||||||||||
Stockholder servicing fee per share(1) | — | (0.0546) | (0.0547) | (0.0160) | — | — | — | (0.0054) | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net distributions declared per share | $ | — | $ | 0.3616 | $ | 0.3615 | $ | 0.4002 | $ | 0.4162 | $ | 0.4162 | $ | 0.4162 | $ | 0.4108 | $ | 0.4162 | ||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred Stock | Class T Common Stock | Class S Common Stock | Class D Common Stock | Class I Common Stock | Class E Common Stock | Class N Common Stock | Class S-PR Common Stock | Class K-PR Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||
| Aggregate distributions declared per share | $ | — | $ | 0.4162 | $ | 0.4162 | $ | 0.4162 | $ | 0.4162 | $ | 0.4162 | $ | 0.4162 | $ | — | $ | — | ||||||||||||||||||||||||||||||||||||||
Stockholder servicing fee per share(1) | — | (0.0246) | (0.0296) | (0.0099) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net distributions declared per share | $ | — | $ | 0.3916 | $ | 0.3866 | $ | 0.4063 | $ | 0.4162 | $ | 0.4162 | $ | 0.4162 | $ | — | $ | — | ||||||||||||||||||||||||||||||||||||||
(1)See Note 18 — “Related Party Transactions” for a discussion of our stockholder servicing fee.
Distribution Reinvestment Plan
We have adopted a distribution reinvestment plan whereby stockholders will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. The per share purchase price for shares purchased (including fractional shares) under the distribution reinvestment plan is equal to the transaction price at the time the distribution is payable.
Share Repurchase Plan
We have adopted a share repurchase plan. On a monthly basis, our stockholders may request that we repurchase all or any portion of their shares. We may choose, in our discretion, to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any month, subject to limitations in the share repurchase plan. For the three months ended March 31, 2026 and 2025, we repurchased 272,889 and 355,116 shares of common stock for $7.1 million and $9.5 million, respectively, and fulfilled all repurchase requests that were made.
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14.Earnings (Loss) Per Share
The following table summarizes our earnings (loss) per share for the three months ended March 31, 2026 and 2025:
| For the Three Months Ended March 31, | |||||||||||
| in thousands, except per share amount | 2026 | 2025 | |||||||||
| Net income (loss) available to common stockholders | $ | (2,158) | $ | (2,347) | |||||||
| Weighted average common shares outstanding | 23,292,277 | 22,732,182 | |||||||||
| Effect of dilutive restricted stock awards | — | — | |||||||||
| Diluted weighted average common shares outstanding | 23,292,277 | 22,732,182 | |||||||||
| Earnings (loss) per share: | |||||||||||
| Basic | $ | (0.09) | $ | (0.10) | |||||||
| Diluted | $ | (0.09) | $ | (0.10) | |||||||
15.Fair Value Measurements
A three-level valuation hierarchy exists for disclosure of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. The three levels are defined as follows:
Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. We do not adjust the quoted price for these investments.
Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.
Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.
Certain investments that are measured at fair value using NAV per share as a practical expedient are not required to be categorized in the fair value hierarchy tables. The total fair value of these investments is included in the tables below to permit reconciliation of the fair value hierarchy to amounts presented on our condensed consolidated balance sheets. As of March 31, 2026 and December 31, 2025, none of these investments were expected to be sold at a value materially different than NAV.
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Valuation of Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table details our financial instruments measured at fair value on a recurring basis:
| March 31, 2026 | ||||||||||||||||||||||||||||||||
| Fair Value Measurements Using: | ||||||||||||||||||||||||||||||||
| in thousands | Level 1 | Level 2 | Level 3 | NAV as a Practical Expedient | Total at Fair Value | |||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Investments in real estate-related securities | $ | 1,885 | $ | 28,778 | $ | — | $ | — | $ | 30,663 | ||||||||||||||||||||||
| Investments in commercial loans | — | — | 197,098 | — | 197,098 | |||||||||||||||||||||||||||
| Investment in affiliated fund | — | — | — | 8,153 | 8,153 | |||||||||||||||||||||||||||
| Interest rate swap | — | 510 | — | — | 510 | |||||||||||||||||||||||||||
| Total assets | $ | 1,885 | $ | 29,288 | $ | 197,098 | $ | 8,153 | $ | 236,424 | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | — | $ | 159 | $ | — | $ | — | $ | 159 | ||||||||||||||||||||||
| Total liabilities | $ | — | $ | 159 | $ | — | $ | — | $ | 159 | ||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||||||||
| Fair Value Measurements Using: | ||||||||||||||||||||||||||||||||
| in thousands | Level 1 | Level 2 | Level 3 | NAV as a Practical Expedient | Total at Fair Value | |||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Investments in real estate-related securities | $ | 2,008 | $ | 31,251 | $ | — | $ | — | $ | 33,259 | ||||||||||||||||||||||
| Investments in commercial loans | — | — | 95,335 | — | 95,335 | |||||||||||||||||||||||||||
| Investment in affiliated fund | — | — | — | 12,545 | 12,545 | |||||||||||||||||||||||||||
| Interest rate swap | — | 405 | — | — | 405 | |||||||||||||||||||||||||||
| Total assets | $ | 2,008 | $ | 31,656 | $ | 95,335 | $ | 12,545 | $ | 141,544 | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | — | $ | 524 | $ | — | $ | — | $ | 524 | ||||||||||||||||||||||
| Total liabilities | $ | — | $ | 524 | $ | — | $ | — | $ | 524 | ||||||||||||||||||||||
Investments in commercial loans are carried at fair value based on significant unobservable inputs. The following table shows a reconciliation of the beginning and ending fair value measurements of our commercial real estate loan investments:
| in thousands | Investments in Commercial Loans | |||||||
| Balance as of December 31, 2025 | $ | 95,335 | ||||||
| Loan originations | 114,000 | |||||||
| Unrealized gain (loss) | 8 | |||||||
| Loan repayment | (12,245) | |||||||
| Balance as of March 31, 2026 | $ | 197,098 | ||||||
The following tables show the significant unobservable inputs related to the Level 3 fair value measurement of our investments in commercial loans as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | ||||||||||||||||||||||||||
| Type | Valuation Technique | Unobservable Input | Weighted Average Rate | Range | ||||||||||||||||||||||
| Commercial loans | Discounted cash flow | Discount rate | 6.43% | 6.28% - 6.63% | ||||||||||||||||||||||
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| December 31, 2025 | ||||||||||||||||||||||||||
| Type | Valuation Technique | Unobservable Input | Weighted Average Rate | Range | ||||||||||||||||||||||
| Commercial loan | Discounted cash flow | Discount rate | 8.75% | N/A | ||||||||||||||||||||||
The discount rate above is subject to change based on changes in economic and market conditions both current and anticipated, in addition to changes in use or timing of exit if applicable. These rates are also based on the location, type and nature of each property or instrument type and related industry publications. Changes in discount rates result in increases or decreases in the fair values of these investments. The discount rates encompass, among other things, uncertainties in the valuation models with respect to terminal capitalization rates and the amount and timing of cash flows. It is not possible for us to predict the effect of future economic or market conditions based on our estimated fair values.
Valuation of Liabilities Not Carried at Fair Value
The following table presents the principal balance and estimated fair value of our liabilities that are not carried at fair value on the condensed consolidated balance sheets:
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| in thousands | Principal Balance | Estimated Fair Value | Principal Balance | Estimated Fair Value | ||||||||||||||||||||||
| Mortgage notes payable | $ | 235,655 | $ | 235,035 | $ | 235,318 | $ | 234,532 | ||||||||||||||||||
| Secured lending agreement | 157,680 | 157,680 | 66,480 | 66,480 | ||||||||||||||||||||||
| Revolving credit facility | — | — | 40,000 | 40,000 | ||||||||||||||||||||||
| Total | $ | 393,335 | $ | 392,715 | $ | 341,798 | $ | 341,012 | ||||||||||||||||||
Valuation of Assets Measured at Fair Value on a Nonrecurring Basis
Our real estate investments are not measured at fair value on an ongoing basis but are subject to fair value adjustments when there is evidence of impairment. We review our real estate investments for impairment each quarter or when there is an event or change in circumstances that could indicate the carrying amount of these investments may not be recoverable.
During the three months ended March 31, 2026 and 2025, we did not recognize any impairment losses on our real estate investments.
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16.Variable Interest Entities
Consolidated Variable Interest Entities
Included within our condensed consolidated financial statements as of March 31, 2026 and December 31, 2025 are six consolidated entities, respectively, that are VIEs for which we are the primary beneficiary. These entities were established to own and operate real estate property. Our involvement with these entities is through majority ownership and management of the property. The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the managing partner by a vote of a simple majority or less and they do not have substantive participating rights. We determined that we are the primary beneficiary as (1) we have the power to direct activities of the VIEs that most significantly impact the VIEs economic performance and (2) we have the obligation to absorb losses or the right to receive benefits of the VIEs that could potentially be significant to the VIEs through our variable interests.
The majority of the operations of these VIEs are funded with cash flows generated from the properties. We have not provided financial support to these VIEs that we were not previously contractually required to provide, which consists primarily of funding expenses that are deemed necessary to continue to operate the entities and any operating cash shortfalls that the entities may experience.
Included within our condensed consolidated financial statements as of March 31, 2026 and December 31, 2025 are four consolidated entities, respectively, that are VIEs that were established in connection with our DST Program. As of March 31, 2026, the entities within the DST Program include IREX Industrial Portfolio I DST, IREX II Storage Portfolio DST, IREX III Industrial Portfolio DST and IREX IV Industrial Portfolio DST. See additional information on the DST Program in Note 17 — “DST Program.” Our involvement with these entities is through our majority ownership and master lease agreements between us and the VIEs. These entities are deemed VIEs primarily because any equity ownership in the entities does not provide the equity owners voting rights. We determined that we are the primary beneficiary as (1) the VIEs have limited ongoing significant activities and we are responsible for the key decisions of the VIEs that were made at formation and have the power to direct the remaining activities of the VIEs such as the ability to exercise a fair market value purchase option and (2) we have the obligation to absorb losses or the right to receive benefits of the VIEs that could potentially be significant to the VIEs through the Company’s variable interests.
The majority of the operations of the VIEs are funded with cash flows from the master lease between the VIEs and wholly-owned subsidiaries of the Operating Partnership. We have not provided any financial support to the VIEs other than the interests described in Note 17 — “DST Program.”
The table below summarizes the consolidated VIEs and the classification of the restricted assets and non-recourse VIE liabilities on our condensed consolidated balance sheets:
| in thousands | March 31, 2026 | December 31, 2025 | ||||||||||||
| Total number of consolidated VIEs | 10 | 10 | ||||||||||||
| Restricted assets: | ||||||||||||||
| Investments in real estate, net | $ | 460,490 | $ | 463,322 | ||||||||||
| Cash and cash equivalents | 4,269 | 6,547 | ||||||||||||
| Intangible assets, net | 16,106 | 18,005 | ||||||||||||
| Other assets | 2,433 | 1,829 | ||||||||||||
| Total restricted assets | $ | 483,298 | $ | 489,703 | ||||||||||
| VIE non-recourse liabilities: | ||||||||||||||
| Mortgages payable, net | $ | 83,316 | $ | 83,442 | ||||||||||
| Financing obligation, net | 53,980 | 53,983 | ||||||||||||
| Accounts payable, accrued expenses, and other liabilities | 8,502 | 8,249 | ||||||||||||
| Total VIE non-recourse liabilities: | $ | 145,798 | $ | 145,674 | ||||||||||
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Unconsolidated Variable Interest Entities
The table below summarizes the unconsolidated VIEs on our condensed consolidated balance sheets:
| in thousands | March 31, 2026 | |||||||||||||||||||
| Investments in Unconsolidated Entities | Carrying Amount | Maximum Risk of Loss | Ownership Percentage(1) | |||||||||||||||||
| San Simeon Preferred Equity | $ | 25,419 | $ | 24,400 | N/A | |||||||||||||||
| Retail GP Fund | 24,353 | 29,100 | 4.2% - 9.0% | |||||||||||||||||
| Homestead | 321 | 2,700 | 50.0% | |||||||||||||||||
| Total unconsolidated variable interest entities | $ | 50,093 | $ | 56,200 | ||||||||||||||||
| in thousands | December 31, 2025 | |||||||||||||||||||
| Investments in Unconsolidated Entities | Carrying Amount | Maximum Risk of Loss | Ownership Percentage(1) | |||||||||||||||||
| San Simeon Preferred Equity | $ | 30,056 | $ | 24,400 | N/A | |||||||||||||||
| Retail GP Fund | 22,308 | 26,700 | 4.5% - 9.0% | |||||||||||||||||
| Homestead | 230 | 2,700 | 50.0% | |||||||||||||||||
| Total unconsolidated variable interest entities | $ | 52,594 | $ | 53,800 | ||||||||||||||||
(1)Ownership percentage represents our entitlement to residual distributions after payments of priority returns, where applicable. Preferred equity investment ownership percentages are not presented.
We have concluded that these investments are VIEs primarily because the equity investors at risk lack the ability to make decisions that significantly impact the economic performance of the entities. We have determined that we are not the primary beneficiary because we either do not have the power or share the power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance. We have not provided financial support to the VIEs that we were not previously contractually required to provide.
17.DST Program
In February 2023, we, through our Operating Partnership, initiated the DST Program to issue and sell up to a maximum aggregate offering amount of $3.0 billion of beneficial interests in specific DSTs holding the DST Properties. Under the DST Program, each DST Property may be sourced from our real estate properties or from third parties, will be held in a separate DST, and will be leased by a wholly-owned subsidiary of the Operating Partnership in accordance with a master lease agreement. Each master lease agreement is guaranteed by the Operating Partnership, which has a fair market value purchase option (the “FMV Option”) giving it the right, but not the obligation, to acquire the interests in the applicable DST from the investors any time after two years from the closing of the applicable DST offering in exchange for units of the Operating Partnership (“OP Units”) or cash, at our sole discretion. After a one-year holding period, investors who receive OP Units under the FMV Option generally have the right to cause the Operating Partnership to redeem all or a portion of their OP Units for, at our sole discretion, shares of common stock, cash, or a combination of both.
The sale of beneficial interests in the DST are accounted for as sales of equity interests. As of March 31, 2026 and December 31, 2025, we have raised $278.4 million and $219.3 million net proceeds, respectively, related to the DST Program which is included in non-controlling interests on our condensed consolidated balance sheets.
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As of March 31, 2026, the following investments are included in our DST Program:
| 13034 Excelsior | 5201 Industry | ||||
| Bend Self-Storage Portfolio | Clarksville Self-Storage Portfolio | ||||
| River Road Storage | South Loop Storage | ||||
| University Parkway Storage | Meridian Business 340 | ||||
| Capital Park 2919 | 3101 Agler | ||||
| International Business 4535 | Buckhorn Industrial | ||||
| Interstate Commerce | |||||
Under the master lease, we are responsible for subleasing the DST Properties to tenants and for covering all costs associated with operating the underlying DST Properties. The rental revenues and property operating expenses associated with the underlying property are included in the respective line items on our condensed consolidated statements of operations. 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 relevant DST and could fluctuate over time.
18.Related Party Transactions
Due to Affiliates
The following table details the components of due to affiliates:
| in thousands | March 31, 2026 | December 31, 2025 | ||||||||||||
| Advanced organization and offering expenses | $ | 6,789 | $ | 6,789 | ||||||||||
| Advanced operating expenses | 5,386 | 5,386 | ||||||||||||
Accrued reimbursable operating expenses(1) | 5,188 | 3,849 | ||||||||||||
| Accrued stockholder servicing fee | 2,707 | 2,527 | ||||||||||||
| Distributions payable | 2,532 | 2,525 | ||||||||||||
| Performance participation interest | 781 | 151 | ||||||||||||
| Accrued management fee | 684 | 611 | ||||||||||||
Accrued reimbursable organization and offering expenses(1) | 645 | 534 | ||||||||||||
| Share-based compensation payable | 23 | 23 | ||||||||||||
| Total | $ | 24,735 | $ | 22,395 | ||||||||||
(1)We reimburse the Adviser on a quarterly basis for all accrued operating expenses incurred subsequent to December 31, 2021 and accrued organization and offering expenses incurred subsequent to December 31, 2022. Please refer to the ‘Accrued Reimbursable Operating, Organization and Offering Expenses’ section below for further details.
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Management Fee and Performance Participation Interest
We are externally managed by the Adviser, a registered investment adviser and an indirect, wholly-owned subsidiary of Invesco. The Adviser is at all times subject to the supervision and oversight of our board of directors and has only such functions and authority as we delegate to it.
We pay the Adviser a management fee equal to 1.0% of NAV for Class T shares, Class S shares, Class D shares, Class I shares, Class S-PR shares and Class K-PR shares per annum calculated and payable monthly. In addition, we will pay the Adviser 1.0% per annum payable monthly of the total consideration received by us for selling interests in the DST Program to third-party investors, which will be allocated among all classes of common stock based on each class’s relative percentage of aggregate NAV. We will also pay the Adviser a management fee equal to 1.0% of NAV for INREIT OP Class T, Class S, Class S-1, Class S-2, Class D, Class D-2, Class I, Class S-PR, Class S-PR1, Class S-PR2 and Class K-PR units not held by us or the Adviser per annum. We will not pay a management fee on the Class E shares or INREIT OP Class E units. Commencing on January 16, 2030, we will pay the Adviser a management fee equal to 1.0% of NAV for Class N shares and INREIT OP Class N units not held by us or the Adviser per annum. The value of our investment in Invesco Commercial Mortgage Income - U.S. Fund, L.P. (“CMI”), an affiliate of Invesco managed by our Adviser, is excluded from NAV for purposes of calculating the management fee. The Adviser may elect to receive its management fee in cash, shares of our Class I common stock, shares of our Class E common stock, INREIT OP Class I units or INREIT OP Class E units. During the three months ended March 31, 2026 and 2025, we incurred management fees of $1.0 million and $0.6 million, respectively. The unpaid portion of these fees are accrued as a component of due to affiliates on our condensed consolidated balance sheets. As of March 31, 2026 and December 31, 2025, we accrued $0.7 million and $0.6 million, respectively, of management fees. During the three months ended March 31, 2026 and 2025, we issued 34,194 and 19,446 Class E shares, respectively, as payment for the management fees earned. The shares issued to the Adviser for payment of the management fee were issued at the applicable NAV per share at the end of each month for which the fee was earned. During the three months ended March 31, 2026 and 2025, the Adviser submitted 17,336 and 13,853 Class E shares for repurchase by the Company, for a total repurchase amount of $0.5 million and $0.4 million, respectively.
The Special Limited Partner holds a performance participation interest in INREIT OP that entitles it to receive an allocation from INREIT OP equal to (1) with respect to all INREIT OP units other than Class N units and Class E units, 12.5% of the Total Return, subject to a 6.0% Hurdle Amount and a High Water Mark, with a Catch-Up (each such term as defined in the limited partnership agreement of INREIT OP), and (2) with respect to Class N units, 10.0% of the Class N Total Return, subject to a 7.0% Class N Hurdle Amount and a Class N High Water Mark, with a Catch-Up (each such term as defined in the limited partnership agreement of INREIT OP). For the three months ended March 31, 2026, we accrued $0.8 million for the Special Limited Partner’s performance participation interest. For the three months ended March 31, 2025, the Special Limited Partner did not earn a performance participation interest. The Special Limited Partner may elect to receive payment of the performance participation interest in cash, INREIT OP Class I units or INREIT OP Class E units. On February 2, 2026 we issued 5,369 Class E units of our Operating Partnership for $0.2 million to the Special Limited Partner as payment for the 2025 performance fee. Such units were issued at the NAV per unit as of December, 31, 2025. The Special Limited Partner has not repurchased any units as of March 31, 2026. During the three months ended March 31, 2025, the Special Limited Partner submitted 30,516 Class E units for repurchase by the Company, for a total repurchase amount of $0.9 million.
Reimbursement of Expenses Incurred by Adviser
During the three months ended March 31, 2026 and 2025, we incurred $0.5 million and $0.4 million, respectively, for expenses incurred by the Adviser on our behalf.
Stockholder Servicing Fees and Other Selling Commissions
Invesco Distributors, Inc. (“the Dealer Manager”) is a registered broker-dealer affiliated with the Adviser and is entitled to receive selling commissions, dealer manager fees and stockholder servicing fees for Class T, Class S and Class D shares sold in the Public Offering and Class S-PR shares sold in the Private Offerings. The Dealer Manager reallows (pays) all or a portion of the stockholder servicing fees to participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers and will waive stockholder servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such services.
We accrue the full amount of stockholder servicing fees payable as an offering cost at the time each Class T, Class S and Class D share is sold during the Public Offering and each Class S-PR share is sold during the Private Offering. As of March 31, 2026 and March 31, 2025, we have paid $0.2 million and $0.1 million of commissions, dealer manager fees and stockholder servicing fees with respect to the outstanding Class T, Class S, Class D and Class S-PR shares, respectively.
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The following table presents the upfront selling commissions and dealer manager fees for each class of shares sold in the Public Offering and the Private Offering, and the stockholder servicing fee per annum based on the aggregate outstanding NAV:
| Class T Shares | Class S Shares | Class D Shares | Class I Shares | Class E Shares | Class S-PR Shares | Class K-PR Shares | Class N Shares | |||||||||||||||||||||||||||||||||||||||||||
| Maximum Upfront Selling Commissions (% of Transaction Price) | up to 3.0%(1) | up to 3.5% | up to 1.5% | — | — | up to 3.5% | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Maximum Upfront Dealer Manager Fees (% of Transaction Price) | 0.5%(1) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stockholder Servicing Fee (% of NAV) | 0.85%(2) | 0.85% | 0.25% | — | — | 0.85% | — | — | ||||||||||||||||||||||||||||||||||||||||||
(1)For Class T shares sold in the Public Offering (other than as part of our distribution reinvestment plan), investors will pay upfront selling commissions of up to 3.0% of the transaction price and upfront dealer manager fees of 0.5% of the transaction price, however such amounts may vary at certain participating broker-dealers, provided that the sum will not exceed 3.5% of the transaction price.
(2)Consists of a representative stockholder servicing fee (0.65% per annum) and a dealer stockholder servicing fee (0.20% per annum).
We will cease paying the stockholder servicing fee with respect to any Class T share, Class S share or Class D share held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total upfront selling commissions, dealer manager fees and stockholder servicing fees paid with respect to the shares held by such stockholder within such account would exceed, in the aggregate, 8.75% (or, in the case of Class T shares sold through certain participating broker-dealers, a lower limit as set forth in the applicable agreement between the Dealer Manager and a participating broker-dealer at the time such Class T shares were issued) of the gross proceeds from the sale of such shares (including the gross proceeds of any shares issued under our distribution reinvestment plan upon the reinvestment of distributions paid with respect thereto or with respect to any shares issued under our distribution reinvestment plan directly or indirectly attributable to such shares). At the end of such month, each such Class T share, Class S share or Class D share will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such share. Such servicing fee limit does not apply to the Class S-PR shares.
DST Program Fees and Expenses
The table below shows the expenses incurred and income recorded related to our DST Program as of March 31, 2026 and 2025.
| in thousands | Fee Paid | Fee based on Percentage of Interest Sold | March 31, 2026 | March 31, 2025 | ||||||||||||||||||||||
| Paid Upfront when Interest Sold | ||||||||||||||||||||||||||
| Invesco Distributors, Inc. | Upfront Selling Commissions(1) | Up to 5.0% | $ | 424 | $ | 575 | ||||||||||||||||||||
| Invesco Distributors, Inc. | Upfront Dealer Manager Fees(1) | Up to 1.0% | 232 | 171 | ||||||||||||||||||||||
| Invesco Distributors, Inc. | Placement Fees(1) | Up to 1.0% | — | — | ||||||||||||||||||||||
| INREIT Operating Partnership LP | Organizational & Offering Expense Reimbursement(2) | 0.50% | 302 | 301 | ||||||||||||||||||||||
| INREIT Operating Partnership LP | Closing Cost Reimbursement(2) | 0.50% | 302 | 301 | ||||||||||||||||||||||
| Paid Per Annum | ||||||||||||||||||||||||||
| Invesco Distributors, Inc. | Investor Servicing Fee(1) | Up to 0.25% | $ | 153 | $ | 43 | ||||||||||||||||||||
| Invesco DST Manager, LLC | Management Fee | Up to 0.15% | 92 | 26 | ||||||||||||||||||||||
(1)Upfront selling commissions, upfront dealer manager fees, placement fees and investor servicing fees may be waived or re-allowed in whole or in part to participating broker-dealers.
(2)Recorded as a component of other revenue on our condensed consolidated statement of operations.
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See additional information on the DST Program in Note 17 — “DST Program.”
Related Party Share Ownership
The table below shows the amount of shares and the total purchase price of those shares held by affiliates as of March 31, 2026 and December 31, 2025, excluding the Class E Shares issued for payment of the management fee held by the Adviser as described above.
| March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| in thousands, except share amounts | Class T Shares | Class S Shares | Class D Shares | Class I Shares | Class E Shares | Class N Shares | Class S-PR Shares | Class K-PR Shares | Total Purchase Price | |||||||||||||||||||||||||||||||||||||||||||||||
| MassMutual | — | — | — | — | — | 15,418,839 | — | — | $ | 452,489 | ||||||||||||||||||||||||||||||||||||||||||||||
Invesco Global Property Plus Fund | — | — | — | — | 834,416 | — | — | — | 25,623 | |||||||||||||||||||||||||||||||||||||||||||||||
| Invesco Realty, Inc. | 90 | 91 | 91 | — | — | — | 878,895 | 439,448 | 39,016 | |||||||||||||||||||||||||||||||||||||||||||||||
Members of our board of directors and employees of our Adviser(1) | — | — | — | — | 138,492 | — | — | — | 3,861 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | 90 | 91 | 91 | — | 972,908 | 15,418,839 | 878,895 | 439,448 | $ | 520,989 | ||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| in thousands, except share amounts | Class T Shares | Class S Shares | Class D Shares | Class I Shares | Class E Shares | Class N Shares | Class S-PR Shares | Class K-PR Shares | Total Purchase Price | |||||||||||||||||||||||||||||||||||||||||||||||
| MassMutual | — | — | — | — | — | 15,222,611 | — | — | $ | 447,075 | ||||||||||||||||||||||||||||||||||||||||||||||
Invesco Global Property Plus Fund | — | — | — | 147,960 | 834,416 | — | — | — | 29,500 | |||||||||||||||||||||||||||||||||||||||||||||||
| Invesco Realty, Inc. | 90 | 91 | 91 | — | — | — | 878,995 | 439,448 | 39,016 | |||||||||||||||||||||||||||||||||||||||||||||||
Members of our board of directors and employees of our Adviser(1) | — | — | — | — | 138,102 | — | — | — | 3,850 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | 90 | 91 | 91 | 147,960 | 972,518 | 15,222,611 | 878,995 | 439,448 | $ | 519,441 | ||||||||||||||||||||||||||||||||||||||||||||||
(1)Members of our board of directors and employees of our Adviser are made up of officers of the Company or employees who serve on the Company’s steering committee. This includes stock awards issued to members of our board of directors under our Share-Based Compensation Plan. Total Purchase Price for stock awards issued under our Share-Based Compensation Plan represents the value of shares issued as equity compensation.
Advanced Operating Expenses
The Adviser advanced all of our operating expenses on our behalf through December 31, 2021. Beginning January 2022 and ceasing September 2022, we began ratably reimbursing the Adviser over 60 months for the operating expenses incurred prior to December 31, 2021 and will recommence reimbursements to the Adviser following the earlier of (1) the date that our NAV reaches $1.0 billion and (2) December 31, 2027. As of March 31, 2026 and December 31, 2025, we have $5.4 million due to the Adviser for advanced operating expenses that are recorded as a component of due to affiliates on our condensed consolidated balance sheets.
Advanced Organization and Offering Expenses
The Adviser advanced all of our organization and offering expenses (other than upfront selling commissions, dealer manager fees, and ongoing stockholder servicing fees) incurred through December 31, 2022. We will begin reimbursing the Adviser for advanced organization and offering expenses upon the earlier of (1) the date that our NAV reaches $1.0 billion and (2) December 31, 2027. We will reimburse the Adviser for all of our advanced expenses ratably over 60 months following such date. As of March 31, 2026 and December 31, 2025, we have $6.8 million due to the Adviser for advanced organization and offering expenses that are recorded as a component of due to affiliates on our condensed consolidated balance sheets.
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Accrued Reimbursable Operating, Organization and Offering Expenses
In January 2022, we began reimbursing the Adviser on a quarterly basis for operating expenses incurred subsequent to December 31, 2021. As of March 31, 2026 and December 31, 2025, we have $5.2 million and $3.8 million, respectively, due to the Adviser for operating expenses. The amount due to the Adviser is recorded as a component of due to affiliates on our condensed consolidated balance sheets.
In January 2023, we began reimbursing the Adviser on a quarterly basis for organizational and offering expenses incurred subsequent to December 31, 2022. As of March 31, 2026 and December 31, 2025, we have $0.6 million and $0.5 million, respectively, due to the Adviser for organization and offering expenses that are recorded as a component of due to affiliates on our condensed consolidated balance sheets.
Operating Expenses Reimbursement
Under our charter, we may reimburse the Adviser, at the end of each fiscal quarter, for total operating expenses paid by the Adviser. However, we may not reimburse the Adviser at the end of any fiscal quarter for total operating expenses (as defined in our charter) that, in the four consecutive fiscal quarters then ended, exceed the greater of 2% of average invested assets or 25% of net income determined without reduction for any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of our assets for that period (the “2%/25% Guidelines”).
We may reimburse the Adviser for expenses in excess of the 2%/25% Guidelines if a majority of our independent directors determines that such excess expenses (an “Excess Amount”) are justified based on unusual and non-recurring factors. Operating expenses for the four consecutive fiscal quarters ended March 31, 2026 did not exceed the charter-imposed limitation.
Accrued Affiliate Service Provider Expenses
The Company has engaged Homestead Communities, LLC, in which we hold a 50% ownership interest, to provide property management services (including leasing, revenue management, accounting, legal and contract management, expense management and capital expenditure project services) and asset management services for our manufactured housing properties.
During the three months ended March 31, 2026, we incurred $0.1 million of expenses due to Homestead for services in connection with the management of our manufactured housing properties. We did not incur these expenses during the three months ended March 31, 2025 as we did not own any manufactured housing properties. All management fees paid to Homestead are included in rental property operating expenses on our condensed consolidated statements of operations.
The Company has engaged and expects to continue to engage Pine Tree Commercial Realty, LLC (“Pine Tree”), a wholly owned subsidiary of PTCR Holdco, LLC, in which we have a preferred equity investment, to provide property management services (including leasing, revenue management, accounting, legal and contract management, expense management and capital expenditure project services) for Cortlandt Crossing. The cost for such services is a percentage of the gross receipts and project costs, respectively.
During the three months ended March 31, 2026 and 2025, we incurred approximately $43,000 and $40,000, respectively, of expenses due to Pine Tree for services in connection with the property management of Cortlandt Crossing. All property management fees paid to Pine Tree are included in rental property operating expenses on our condensed consolidated statements of operations.
Co-Investments with Affiliated Products
We formed a joint venture with Invesco U.S. Income Fund L.P., an affiliate of Invesco, to acquire an 85% interest in the Sunbelt Medical Office Portfolio. We and Invesco U.S. Income Fund L.P. each hold a 50% interest in the joint venture.
We hold a 50% ownership interest in a real estate operating company focused on the aggregation and asset management of manufactured housing through Homestead Communities, LLC. Invesco U.S. Income Fund L.P. owns the remaining 50% ownership interest.
See additional discussion in Note 4 — “Investments in Unconsolidated Entities.”
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We hold our interest in Everly Roseland through a 60% consolidated ownership interest in Everly Roseland Co-Invest, a co-investment between INREIT OP and Invesco Real Estate Atlas US Everly LLC, an affiliate of Invesco and a majority owned subsidiary of Invesco Global Property Plus Fund (“IGP+”). The Everly Roseland Co-Invest holds a 95% consolidated ownership interest in a joint venture with a third-party.
Investment in Affiliated Fund
As of March 31, 2026, we have an investment of $8.2 million in CMI, an affiliate of Invesco managed by our Adviser. CMI invests primarily in mortgage loans that are collateralized by commercial and residential real estate throughout the United States.
Captive Insurance Program
In March 2024, the Adviser established a captive insurance program to provide a portion of the “all risk property insurance” for real estate properties managed by the Adviser and its affiliates in the United States, including the properties owned by us. In connection with our participation in the captive insurance program, we or our property-owning subsidiaries will be a member of a Vermont mutual insurance company (the “Mutual Insurance Company”) formed by the Adviser. We are required to pay to the Mutual Insurance Company our pro rata share of the premium for this first loss retention insurance. The Adviser’s affiliated Vermont insurance company, IRE Core Insurance Services LLC, provides certain administrative services for the Mutual Insurance Company and is entitled to reimbursement from the Mutual Insurance Company (and thus, indirectly, from us and other participants) for such services at cost. In addition, the Mutual Insurance Company will reimburse IRE Core Insurance Services LLC for the fees and costs of certain third-party service providers retained in connection with such administrative services. For the three months ended March 31, 2026 and 2025, we incurred $0.1 million for our wholly owned properties and approximately $33,000 and $29,000, respectively, for our properties held through joint ventures related to the captive insurance program which are recorded as a component of rental property operating expenses and income (loss) from unconsolidated entities, net, respectively, on our condensed consolidated statement of operations.
Adviser Capital Markets Service
In July 2025, we entered into a Financing Introduction Agreement with the Adviser pursuant to which we pay the Adviser a fee to provide financing arrangement services upon the closing of mortgage financing on our assets. During the three months ended March 31, 2026 and 2025, we did not pay the Adviser a fee for such services.
Other
As of March 31, 2026, we have an outstanding commitment of $30.0 million from Invesco Realty, Inc. that collateralizes our Revolving Credit Facility. We may be required to call capital under this commitment to repay outstanding obligations under our Revolving Credit Facility in the event of default, however this commitment is not available to fund our operating or investing activities. As of March 31, 2026, we have not called any of the commitment.
MassMutual, an affiliate of Invesco, is the sole holder of our Class N redeemable common stock. See additional information on MassMutual’s investment in the Company in Note 12 — “Redeemable Equity Instruments.”
19.Commitments and Contingencies
Commitments and contingencies may arise in the ordinary course of business. As of March 31, 2026, we had an unfunded commitment of $3.2 million for one of our commercial real estate loan investments. The unfunded commitment consists of funding for leasing costs, interest reserves and capital expenditures. Funding depends on timing of lease-up, renovation and capital improvements as well as satisfaction of certain cash flow tests. Therefore, the exact timing and amounts of such future loan fundings are uncertain. We expect to fund our loan commitment over the remaining term of the related loan of five years.
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2026, we were not subject to any material litigation or aware of any pending or threatened material litigation.
On January 7, 2026, we issued a $1.0 million letter of credit to a borrower within ITP LLC under our existing credit facility with Bank of America which expires on November 1, 2026. The letter of credit was primarily issued to satisfy certain liquidity requirements of the borrower. It is subject to the same interest rate as the underlying credit agreement and reduces our available borrowing capacity by the amount issued. We have the right to be reimbursed by the borrower for any amounts paid under the letter of credit and do not anticipate any material losses.
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20.Tenant Leases
Our real estate properties are leased to tenants under operating lease agreements that expire on various dates. Our tenants have the option to extend or terminate certain leases at their discretion and also have termination options that may result in additional fees due to the Company.
We recognize rental revenue on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. Our tenant leases do not have material residual value guarantees or material restrictive covenants.
The following table details the components of operating lease income:
| Three Months Ended March 31, | |||||||||||
| in thousands | 2026 | 2025 | |||||||||
| Fixed lease payments | $ | 16,510 | $ | 12,538 | |||||||
| Variable lease payments | 3,069 | 2,380 | |||||||||
| Rental revenue | $ | 19,579 | $ | 14,918 | |||||||
Aggregate minimum annual rentals for our consolidated real estate investments through the non-cancelable lease term are as follows:
| in thousands | Future Minimum | |||||||
| Year | Rents(1) | |||||||
| 2026 (remainder) | $ | 21,829 | ||||||
| 2027 | 26,945 | |||||||
| 2028 | 25,237 | |||||||
| 2029 | 21,793 | |||||||
| 2030 | 19,018 | |||||||
| 2031 | 16,515 | |||||||
| Thereafter | 51,986 | |||||||
| Total | $ | 183,323 | ||||||
(1)Includes leases for our industrial, office and retail properties which typically have long-term leases over multiple years. All other properties issue short term-leases which have no contractual obligations for future years.
Certain leases provide for additional rental amounts based upon the recovery of actual operating expenses in excess of specified base amounts or contractual increases as defined in the lease agreement. These contractual contingent rentals are not included in the table above.
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21.Segment Reporting
As of March 31, 2026, we operated in nine reportable segments: healthcare, office, industrial, self-storage, multifamily, student housing, grocery-anchored retail, real estate debt and real estate-related securities. Real estate debt includes originated commercial loans, the preferred equity investment in San Simeon Preferred Equity and our investment in an affiliated debt fund. We allocate resources and evaluate results based on the performance of each segment individually.
Our chief operating decision maker (“CODM”) for each segment is a group comprised of the Company’s Chief Executive Officer, President and Chief Financial Officer. The CODM is responsible for making investments in properties, real estate ventures and real-estate related securities and reviews the financial reports for each real estate sector and investment on a regular basis. The financial reports for each segment and investment are reviewed based on net operating income, a cash flow measure of operating performance that includes real estate revenue, income from commercial loans net of interest expense from the secured lending agreement, rental property operating expenses, the net of revenues and rental property operating expenses of unconsolidated entities excluding depreciation and amortization, income from our investment in an affiliated fund and income from our real estate-related securities on a regular basis. Therefore, net operating income is the key performance metric that is used to make investment decisions and captures the unique operating characteristics of each segment.
The segment expenses regularly provided to the CODM that are used to manage our real estate segment operations are rental property operating expenses and interest expense from the secured lending agreement. Rental property operating expenses include real estate taxes, property insurance, repairs and maintenance, property management fees, utilities and other costs associated with owning real estate. Our originated commercial real estate loan investments structured as senior loans are partially financed by the secured lending agreement. The CODM reviews the interest income from these investments net of the secured lending agreement interest expense.
The following table summarizes our total assets by segment:
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| in thousands | Total Assets | Percentage of Total Assets | Total Assets | Percentage of Total Assets | ||||||||||||||||||||||
| Industrial | $ | 280,295 | 22 | % | $ | 285,031 | 24 | % | ||||||||||||||||||
| Real Estate Debt | 231,232 | 18 | % | 138,248 | 12 | % | ||||||||||||||||||||
| Multifamily | 226,528 | 17 | % | 227,748 | 19 | % | ||||||||||||||||||||
| Student Housing | 147,163 | 11 | % | 146,950 | 12 | % | ||||||||||||||||||||
| Office | 87,439 | 7 | % | 88,171 | 7 | % | ||||||||||||||||||||
| Self-Storage | 68,603 | 5 | % | 70,420 | 6 | % | ||||||||||||||||||||
| Grocery-Anchored Retail | 60,447 | 5 | % | 61,065 | 5 | % | ||||||||||||||||||||
| Healthcare | 59,553 | 5 | % | 59,524 | 5 | % | ||||||||||||||||||||
| Real Estate-Related Securities | 31,086 | 2 | % | 33,433 | 2 | % | ||||||||||||||||||||
| Corporate and Other | 109,071 | 8 | % | 90,326 | 8 | % | ||||||||||||||||||||
| Total assets | $ | 1,301,417 | 100 | % | $ | 1,200,916 | 100 | % | ||||||||||||||||||
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The following table summarizes our financial results by segment for the three months ended March 31, 2026:
| in thousands | Healthcare | Office | Industrial | Self-Storage | Multifamily | Student Housing | Grocery-Anchored Retail | Real Estate Debt | Real Estate-Related Securities | Corporate and Other | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rental revenue | $ | — | $ | 2,027 | $ | 5,682 | $ | 1,578 | $ | 4,906 | $ | 3,040 | $ | 1,431 | $ | — | $ | — | $ | 915 | $ | 19,579 | |||||||||||||||||||||||||||||||||||||||||||
| Income from commercial loans | — | — | — | — | — | — | — | 4,277 | — | — | 4,277 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other revenue | — | 108 | 87 | 147 | 142 | 270 | 154 | 20 | — | 635 | 1,563 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | — | 2,135 | 5,769 | 1,725 | 5,048 | 3,310 | 1,585 | 4,297 | — | 1,550 | 25,419 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rental property operating expenses | — | 448 | 2,010 | 832 | 2,287 | 1,289 | 556 | — | — | 451 | 7,873 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | — | — | — | — | — | — | — | 2,050 | — | — | 2,050 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total expenses | — | 448 | 2,010 | 832 | 2,287 | 1,289 | 556 | 2,050 | — | 451 | 9,923 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) from unconsolidated entities, net | 1,564 | — | — | — | — | — | — | 847 | — | 1,215 | 3,626 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) from investment in affiliated fund, net | — | — | — | — | — | — | — | (71) | — | — | (71) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gain (loss) from real estate-related securities, net | — | — | — | — | — | — | — | — | 273 | — | 273 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment net operating income (loss) | $ | 1,564 | $ | 1,687 | $ | 3,759 | $ | 893 | $ | 2,761 | $ | 2,021 | $ | 1,029 | $ | 3,023 | $ | 273 | $ | 2,314 | $ | 19,324 | |||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | (1,540) | $ | (1,075) | $ | (3,001) | $ | (464) | $ | (2,217) | $ | (1,225) | $ | (513) | $ | — | $ | — | $ | (2,081) | $ | (12,116) | |||||||||||||||||||||||||||||||||||||||||||
| General and administrative | (1,845) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gain (loss) on derivative instruments, net | 559 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) on commercial loans | 8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | 113 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (4,313) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Management fee - related party | (1,033) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Performance participation interest - related party | (781) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense) | 140 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Invesco Real Estate Income Trust Inc. | $ | 56 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests in consolidated joint ventures | $ | (2,214) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (2,158) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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The following table reconciles our segment income (loss) from unconsolidated entities to income (loss) from unconsolidated entities, net on our condensed consolidated statement of operations for the three months ended March 31, 2026:
| in thousands | |||||
| Segment income (loss) from unconsolidated entities | $ | 3,626 | |||
| Depreciation and amortization attributable to unconsolidated entities | (2,488) | ||||
| Income (loss) from unconsolidated entities, net | $ | 1,138 | |||
The following table reconciles our segment depreciation and amortization to depreciation and amortization on our condensed consolidated statement of operations for the three months ended March 31, 2026:
| in thousands | |||||
| Segment depreciation and amortization | $ | (12,116) | |||
| Depreciation and amortization attributable to unconsolidated entities | 2,488 | ||||
| Depreciation and amortization | $ | (9,628) | |||
The following table reconciles our segment interest expense to interest expense on our condensed consolidated statement of operations for the three months ended March 31, 2026:
| in thousands | |||||
| Segment interest expense | $ | (2,050) | |||
| Other interest expense | (4,313) | ||||
| Interest expense | $ | (6,363) | |||
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The following table summarizes our financial results by segment for the three months ended March 31, 2025:
| in thousands | Healthcare | Office | Industrial | Self-Storage | Multifamily | Student Housing | Grocery-Anchored Retail | Real Estate Debt | Real Estate-Related Securities | Corporate and Other | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rental revenue | $ | — | $ | 731 | $ | 4,088 | $ | 1,574 | $ | 3,926 | $ | 3,191 | $ | 1,408 | $ | — | $ | — | $ | — | $ | 14,918 | |||||||||||||||||||||||||||||||||||||||||||
| Income from commercial loans | — | — | — | — | — | — | — | 395 | — | — | 395 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other revenue | — | — | 87 | 151 | 109 | 257 | 1 | — | — | 665 | 1,270 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | — | 731 | 4,175 | 1,725 | 4,035 | 3,448 | 1,409 | 395 | — | 665 | 16,583 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rental property operating expenses | — | 158 | 1,025 | 709 | 1,833 | 1,475 | 470 | — | — | 36 | 5,706 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total expenses | — | 158 | 1,025 | 709 | 1,833 | 1,475 | 470 | — | — | 36 | 5,706 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) from unconsolidated entities, net | 954 | — | — | — | — | — | — | 814 | — | 720 | 2,488 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) from investment in affiliated fund, net | — | — | — | — | — | — | — | 473 | — | — | 473 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gain (loss) from real estate-related securities, net | — | — | — | — | — | — | — | — | 553 | — | 553 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment net operating income (loss) | $ | 954 | $ | 573 | $ | 3,150 | $ | 1,016 | $ | 2,202 | $ | 1,973 | $ | 939 | $ | 1,682 | $ | 553 | $ | 1,349 | $ | 14,391 | |||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | (1,527) | $ | (342) | $ | (2,518) | $ | (456) | $ | (2,763) | $ | (911) | $ | (522) | $ | — | $ | — | $ | (432) | $ | (9,471) | |||||||||||||||||||||||||||||||||||||||||||
| General and administrative | (2,104) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gain (loss) on derivative instruments, net | (545) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) on commercial loans | (66) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt extinguishment charges | (34) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | 730 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (4,560) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Management fee - related party | (605) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense) | (78) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Invesco Real Estate Income Trust Inc. | $ | (2,342) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests in consolidated joint ventures | $ | 13 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interest in INREIT OP | (18) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (2,347) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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The following table reconciles our segment income (loss) from unconsolidated entities to income (loss) from unconsolidated entities, net on our condensed consolidated statement of operations for the three months ended March 31, 2025:
| in thousands | |||||
| Segment income (loss) from unconsolidated entities | $ | 2,488 | |||
| Depreciation and amortization attributable to unconsolidated entities | (2,415) | ||||
| Income (loss) from unconsolidated entities, net | $ | 73 | |||
The following table reconciles our segment depreciation and amortization to depreciation and amortization on our condensed consolidated statement of operations for the three months ended March 31, 2025:
| in thousands | |||||
| Segment depreciation and amortization | $ | (9,471) | |||
| Depreciation and amortization attributable to unconsolidated entities | 2,415 | ||||
| Depreciation and amortization | $ | (7,056) | |||
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22.Subsequent Events
Acquisitions of Real Estate
Subsequent to March 31, 2026, we acquired an industrial property for $32.5 million, inclusive of acquisition-related costs. We are in the process of assessing the fair values of the acquired tangible assets and any intangible assets and liabilities for this asset acquisition.
DST Program
Subsequent to March 31, 2026, we commenced our fifth DST Offering under our DST Program. The DST Properties for the fifth DST Offering are comprised of one industrial property and one office property. As of May 11, 2026, we have not raised any proceeds from the fifth DST Offering.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In this quarterly report on Form 10-Q, or this “Quarterly Report,” we refer to Invesco Real Estate Income Trust Inc. and its consolidated subsidiaries as “we,” “us,” “our Company,” or “our,” unless we specifically state otherwise or the context indicates otherwise. We refer to our external manager, Invesco Advisers, Inc., as our “Adviser,” and we refer to the indirect parent company of our Adviser, Invesco Ltd. together with its consolidated subsidiaries (which does not include us), as “Invesco.”
The following discussion should be read in conjunction with our condensed consolidated financial statements and the accompanying notes to our condensed consolidated financial statements, which are included in Item 1 of this Quarterly Report, as well as the information contained in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”).
Forward Looking Statements
This Quarterly Report may include statements that constitute “forward-looking statements” within the meaning of the United States securities laws and the Private Securities Litigation Reform Act of 1995, and such statements are intended to be covered by the safe harbor provided by the same. These forward-looking statements may include statements about possible or assumed future results of our business, investment strategies, financial condition, liquidity, results of operations, distributions, repurchases, plans and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “project,” “forecast” or similar expressions and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would,” and any other statement that necessarily depends on future events, we intend to identify forward-looking statements, although not all forward-looking statements may contain such words.
Forward-looking statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are difficult to predict and are generally beyond our control. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. You should not place undue reliance on these forward-looking statements. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. We caution you not to rely unduly on any forward-looking statements and urge you to carefully consider the factors described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Report and our Annual Report on Form 10-K. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
We are a Maryland corporation formed in October 2018. We invest primarily in stabilized, income-oriented commercial real estate in the United States. To a lesser extent, we also originate and acquire private real estate debt and invest in real estate-related securities. We own, and expect to continue to own, all or substantially all of our assets through Invesco REIT Operating Partnership L.P. (“INREIT OP” or “Operating Partnership”), of which we are the sole general partner.
We are externally managed and advised by our Adviser, a registered investment adviser and an indirect, wholly-owned subsidiary of Invesco Ltd., an independent global investment management firm. Our Adviser utilizes the personnel and global resources of Invesco Real Estate, the real estate investment center of Invesco, to provide investment management services to us. We qualified to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2020. To maintain our REIT qualification, we must meet a number of organizational and operational requirements, including that we are generally required to distribute at least 90% of our REIT taxable income to our stockholders annually. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income (determined without regard to our net capital gain and dividends-paid deduction) to stockholders and maintain our qualification as a REIT. We operate our business in a manner that permits our exclusion from the definition of “Investment Company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
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As of March 31, 2026, we own or have invested in 69 properties. See “Investment Portfolio—Real Estate” below for additional information on these investments. As of March 31, 2026, we also own real estate-related securities, have investments in commercial loans and have invested in an affiliated fund which invests primarily in mortgage loans that are collateralized by commercial and residential real estate throughout the United States.
Public Offering
In May 2021, we commenced our initial public offering of up to $3.0 billion in shares of common stock. In November 2024, our initial public offering terminated and we commenced our follow-on public offering of up to $3.0 billion, consisting of up to $2.4 billion in shares and up to $600.0 million in shares under our distribution reinvestment plan (collectively, the “Public Offering”). We are offering to sell any combination of five classes of shares of our common stock, Class T shares, Class S shares, Class D shares, Class I shares and Class E shares in the Public Offering, with a dollar value up to the maximum offering amount. The share classes have different upfront selling commissions and dealer manager fees and different ongoing stockholder servicing fees. The purchase price per share for each class of our common stock sold in the Public Offering will vary and will generally equal our prior month’s net asset value (“NAV”) per share for such class, as determined monthly, plus any applicable upfront selling commissions and dealer manager fees. We intend to continue selling shares in our follow-on public offering on a monthly basis. As of March 31, 2026, we have received aggregate gross proceeds of $238.3 million from the Public Offering. We intend to continue selling shares on a monthly basis.
Private Offerings
In addition to the Public Offering, we are conducting multiple private offerings of our common stock (the “Private Offerings”). As of March 31, 2026, we have received gross proceeds of $621.5 million in the Private Offerings.
In August 2022, our board of directors authorized management to initiate, through the Operating Partnership, a program (the “DST Program”) to issue and sell up to a maximum aggregate offering amount of $3.0 billion of beneficial interests (“Interests”) in specific Delaware statutory trusts (the “DSTs”) holding real properties (the “DST Properties”). These Interests will be issued and sold to “accredited investors,” as that term is defined under Regulation D promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”) in private placements exempt from registration pursuant to Section 4(a)(2) of the Securities Act (the “DST Offerings”). Under the DST Program, each DST Property may be sourced from our real properties or from third parties, will be held in a separate DST, and will be leased back by a wholly-owned subsidiary of the Operating Partnership in accordance with a master lease agreement. Each master lease agreement is guaranteed by the Operating Partnership, which has a fair market value purchase option (the “FMV Option”) giving it the right, but not the obligation, to acquire the interests in the applicable DST from the investors any time after two years from the closing of the applicable DST offering in exchange for units of the Operating Partnership (“OP Units”) or cash. After a one-year holding period, investors who acquire OP Units under the FMV Option generally have the right to cause the 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.
The DST Program gives us the opportunity to expand and diversify our capital-raising strategies by offering what we believe to be an attractive investment product for investors that may be seeking replacement properties to complete like-kind exchange transactions under Section 1031 of the Internal Revenue Code of 1986, as amended. Certain affiliates of the Adviser receive fees in connection with the sale of the Interests and the management of the DSTs. We intend to use the net offering proceeds from the DST Program to make investments in accordance with our investment strategy and policies, reduce our borrowings, repay indebtedness, fund the repurchase of shares of all classes of our common stock under our share repurchase plan and for other corporate purposes. We commenced our DST Program in February 2023. As of March 31, 2026, we have raised $278.4 million net proceeds from our DST Program.
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Factors Affecting Operating Results
Our results of operations are affected by a number of factors and depend on the rental income generated by the properties that we acquire or lend on, the timing of lease expirations, operating expenses, income or loss from unconsolidated entities, general market conditions and the competitive environment for real estate assets. Of these factors, evolving macroeconomic and geopolitical landscapes, interest rates, capital flows and transaction activity had the most direct impacts on our performance and financial condition during the past several quarters.
Market Conditions
Our business is affected by conditions in the financial markets and economic conditions in the United States and, to a lesser extent, elsewhere in the world. Inflation and economic trend data, along with policy developments under the current administration, will ultimately determine if and when interest rates decline. These financial and economic conditions may be further impacted by increasing geopolitical tensions in the Middle East. For the time being, secured borrowing costs for core and core-plus real estate remain in the five to six percent range, which will inform how investors underwrite value and their conviction in required growth. Our investment decisions today are further colored by a divergence in sector fundamentals, impacts of recent changes to U.S. trade policies and the resulting effects on both near-term and long-term consumer demand. Our real estate portfolio is comprised of tangible, income-generating assets, the cash flows of which are less directly impacted by fluctuations in public markets. Recent changes to U.S. trade policies may cause construction costs to increase, which makes owning existing real estate below replacement cost attractive and a defensive place for capital preservation. These dynamics could create attractive entry points and investment opportunities as the market moves through an inflection point, further emphasizing the importance of disciplined, investment-level execution to generate outperformance.
Rental Property Operating Results
We generate rental property income from the properties that we acquire. The amount of rental revenue depends upon a number of factors, including our ability to enter into leases with above- or at-market value rents and rent collection, which is determined primarily by each current and future tenant’s financial condition and ability to make rent payments to us on time. Rental property operating expenses include real estate taxes, property insurance, repairs and maintenance, property management fees, utilities and other costs associated with owning real estate.
Our investments are diversified across real estate sectors, including industrial, healthcare, multifamily, student housing, office, self-storage, and retail, as well as real estate debt. With our pipeline of new investments, available liquidity and low leverage, we believe we are well positioned to access private real estate as the market emerges from an inflection point. While market volatility and certain fundamental factors have affected and may continue to affect the commercial real estate market and our performance, we believe there are positive long-term fundamentals within our portfolio and benefits from our recent portfolio repositioning. In addition, we believe that demand will continue for Section 1031 investment products, supporting our DST Program.
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Q1 2026 Highlights
Operating Results
•We declared monthly net distributions totaling $9.6 million for the three months ended March 31, 2026. The details of the average annualized distributions rates and total returns are shown in in the following table:
| Class T | Class S | Class D | Class I | Class E | Class N | Class S-PR | Class K-PR | |||||||||||||||||||||||||||||||||||||||||||
Average Annualized Distribution Rate(1)(4) | 5.6% | 5.6% | 6.2% | 6.4% | 5.9% | 6.1% | 6.1 | % | 6.2 | % | ||||||||||||||||||||||||||||||||||||||||
Year-to-Date Total Return, without upfront selling commissions(2) | 1.5% | 1.4% | 1.7% | 1.8% | 2.0% | 1.8% | 1.5 | % | 1.5 | % | ||||||||||||||||||||||||||||||||||||||||
Year-to-Date Total Return, assuming maximum upfront selling commissions(2) | (2.0)% | (2.1)% | 0.2% | 1.8% | 2.0% | 1.8% | (2.0) | % | 1.5 | % | ||||||||||||||||||||||||||||||||||||||||
Inception-to-Date Total Return, without upfront selling commissions(2)(3) | 4.4% | 4.4% | 4.7% | 5.0% | 6.3% | 7.8% | 4.9 | % | 5.0 | % | ||||||||||||||||||||||||||||||||||||||||
Inception-to-Date Total Return, assuming maximum upfront selling commissions(2)(3) | 3.6% | 3.7% | 4.4% | 5.0% | 6.3% | 7.8% | 1.3 | % | 5.0 | % | ||||||||||||||||||||||||||||||||||||||||
(1)The annualized distribution rate is calculated as the current month’s distribution annualized and divided by the prior month’s NAV, which is inclusive of all fees and expenses. The percent shown is the average annualized distribution rate for the three months ended March 31, 2026.
(2)Total return is calculated as the change in NAV per share during the respective periods plus any distributions per share declared in the period and assumes any distributions are reinvested in accordance with our distribution reinvestment plan. Returns for periods longer than one year are annualized.
(3)The inception date was June 1, 2021 for Class T, S and D shares; May 21, 2021 for Class I shares; May 14, 2021 for Class E shares; September 28, 2020 for Class N shares and June 30, 2025 for Class S-PR and K-PR shares.
Capital Activity
•During the three months ended March 31, 2026, we raised $2.1 million of net proceeds from the sale of our common stock and $59.0 million of net proceeds from the DST Program.
Investments
•We sold $2.4 million in real estate-related securities bringing our total investment in real estate-related securities to $30.7 million.
•We increased our investment in our Retail GP Fund overall by $2.0 million as a result of one new investment bringing our net investment to $24.4 million.
•We originated the Sync DFW Multifamily Portfolio Loan, a floating-rate loan secured by two multifamily properties located in Dallas, Texas, with a total commitment of $114.0 million.
•We granted a short-term extension to the borrower of 5805 N Jackson Gap Loan to extend the maturity date of the loan to March 9, 2026. On February 20, 2026, the loan of 12.2 million was repaid in full at par value.
•One of the third-party partners in The Carmin student housing property joint venture elected to crystallize their promote in accordance with the terms of the limited partnership agreement. We paid out the crystallized promote through a $8.9 million cash distribution and an increase in their ownership in the joint venture, resulting in a $0.1 million increase to non-controlling interest.
•We modified the San Simeon Holdings LLC (“San Simeon Preferred Equity”) agreement which extended the maturity date to April 1, 2031. We received a paydown of $4.9 million in conjunction with the modification.
Financings
•We borrowed an additional $91.2 million on our secured lending agreement in conjunction with the Sync DFW Multifamily Portfolio Loan origination.
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•We exercised the first extension option of the mortgage note for The Carmin, which extended the maturity date to March 5, 2027. We have five remaining extension options available which would extend the maturity date to March 5, 2032.
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Investment Portfolio
Summary of Portfolio
The following chart summarizes the allocation of our investment portfolio based on fair value as of March 31, 2026:
Investment Allocation (1)
The following charts describe the diversification of our investments in real estate based on fair value as of March 31, 2026:
Property Type (2)
Geography (3)
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(1)Investment allocation is measured as the asset value of each investment category (real estate property investments, private real estate debt, real estate-related securities or cash) against the total asset value of all investment categories, excluding the value of any third-party interests in such assets. Real estate investments include our direct property investments, unconsolidated investments and our interest in retail properties through INREIT’s interest in ITP Investments LLC. See “—Real Estate” below for additional information on these investments. Totals may not sum to 100% due to rounding.
(2)Property Type weighting is measured as the asset value of real estate investments for each sector category (Healthcare, Industrial, Office, Multifamily, Grocery-Anchored Retail, Self-Storage, Student Housing, Private Real Estate Debt, Other) against the total asset value of all real estate investments, excluding the value of any third-party interests in such real estate investments. The Other segment includes non-controlling interests in retail properties through our interest in ITP Investments LLC and our investments in manufactured housing communities. Totals may not sum to 100% due to rounding.
(3)Geography weighting excludes the asset value of any investments in private real estate debt, real estate-related securities or cash and is measured as the asset value of direct real estate properties and unconsolidated investments for each geographical category (East, Midwest, South, West) against the total asset value of all real estate property investments. Totals may not sum to 100% due to rounding.
As of March 31, 2026, we owned interests in 69 properties, which we acquired for a total purchase price of $1.1 billion, inclusive of closing costs. Our diversified portfolio of income producing assets consists of healthcare, office, industrial, self-storage, multifamily, student housing and grocery-anchored retail properties, as well as real estate debt investments, concentrated in growth markets across the United States.
The following table provides a summary of our real estate portfolio as of March 31, 2026:
| Segment | Number of Properties | Sq. Feet / Units /Beds | Occupancy Rate | Gross Asset Value ($ in thousands)(1) | Segment Revenue ($ in thousands)(2) | Percentage of Total Segment Revenue | ||||||||||||||||||||||||||||||||
| Industrial | 14 | 2,354,624 sq. ft. | 85% | $ | 301,274 | $ | 5,769 | 20% | ||||||||||||||||||||||||||||||
| Healthcare | 20 | 1,030,397 sq. ft. | 95% | 170,875 | 1,564 | 5% | ||||||||||||||||||||||||||||||||
| Multifamily | 3 | 739 units | 94% | 167,995 | 5,048 | 17% | ||||||||||||||||||||||||||||||||
| Student Housing | 1 | 833 beds | 91% | 113,276 | 3,310 | 11% | ||||||||||||||||||||||||||||||||
| Office | 2 | 181,517 sq. ft. | 97% | 85,500 | 2,135 | 7% | ||||||||||||||||||||||||||||||||
| Self-Storage | 8 | 468,375 units | 87% | 82,263 | 1,725 | 6% | ||||||||||||||||||||||||||||||||
| Grocery-Anchored Retail | 1 | 122,308 sq. ft. | 100% | 60,400 | 1,585 | 5% | ||||||||||||||||||||||||||||||||
Other(3) | 20 | 5,147,690 sq. ft. / 383 lots | 93% | 99,343 | 2,162 | 7% | ||||||||||||||||||||||||||||||||
| Total | 69 | $ | 1,080,926 | $ | 23,298 | 78% | ||||||||||||||||||||||||||||||||
(1)Based on fair value as of March 31, 2026. Gross Asset Value consists of $852.7 million of our allocable share of consolidated real estate properties and $228.3 million of our allocable share of the gross real estate value held by unconsolidated entities, in each case excluding the value of any third-party interests in such real estate investments. See “—Real Estate” below for additional information on these investments.
(2)Segment revenue is presented for the three months ended March 31, 2026. Healthcare and Other segment revenue includes income from unconsolidated entities.
(3)The full amount of the Other segment is comprised of non-controlling interests we own in retail properties through our interest in ITP Investments LLC and our investments in manufactured housing communities. See “—Real Estate” below for additional information on these investments.
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The following table provides a summary of our real estate debt as of March 31, 2026:
| Segment | Number of Instruments | Fair Value ($ in thousands)(1) | Segment Revenue ($ in thousands)(2) | Percentage of Total Segment Revenue | ||||||||||||||||||||||
| Real Estate Debt | 4 | $ | 75,494 | $ | 5,073 | 17% | ||||||||||||||||||||
(1)Based on fair value as of March 31, 2026. The Fair Value includes investments in commercial mortgages net of the value of the secured lending agreement, the investment in an affiliated debt fund and unconsolidated preferred equity. See “—Real Estate Debt” below for additional information on these investments.
(2)Segment revenue is presented for the three months ended March 31, 2026. The Real Estate Debt segment revenue includes income from unconsolidated entities as a result of the San Simeon Preferred Equity investment, income from commercial loans and income from the investment in an affiliated fund.
The following table provides a summary of our real estate-related securities as of March 31, 2026:
| Segment | Number of Instruments | Fair Value (in thousands)(1) | Segment Revenue (in thousands)(2) | Percentage of Total Segment Revenue | ||||||||||||||||||||||
| Real Estate-Related Securities | 19 | $ | 30,663 | $ | 273 | 1% | ||||||||||||||||||||
(1)Based on fair value as of March 31, 2026. The Fair Value includes investments in liquid real estate-related securities consisting of investments in commercial mortgage backed securities (“CMBS”) and preferred stock of REITs. See “—Investments in Real Estate-Related Securities” below for additional information on these investments.
(2)Segment revenue is presented for the three months ended March 31, 2026. The Real Estate-Related Securities segment revenue includes the gain (loss) from real estate-related securities, net.
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Real Estate
The following table provides information regarding our portfolio of real estate as of March 31, 2026:
| Segment and Investment | Number of Properties | Location(s) | Acquisition Date(s) | Ownership Interest | Sq. Feet / Units /Beds | Occupancy | ||||||||||||||||||||||||||||||||
| Industrial: | ||||||||||||||||||||||||||||||||||||||
13034 Excelsior(4) | 1 | Norwalk, CA | December 2020 | 100% | 53,527 | sq. ft. | 100% | |||||||||||||||||||||||||||||||
5201 Industry(4) | 1 | Pico Rivera, CA | December 2020 | 100% | 40,480 | sq. ft. | 100% | |||||||||||||||||||||||||||||||
Meridian Business 940(4) | 1 | Aurora, IL | September 2021 | 100% | 257,452 | sq. ft. | 100% | |||||||||||||||||||||||||||||||
Capital Park 2919(4) | 1 | Grove City, OH | January 2022 | 100% | 378,283 | sq. ft. | 100% | |||||||||||||||||||||||||||||||
3101 Agler Road(4) | 1 | Columbus, OH | March 2022 | 100% | 160,000 | sq. ft. | 100% | |||||||||||||||||||||||||||||||
| Earth City 13330 | 1 | Earth City, MO | March 2022 | 95% | 542,600 | sq. ft. | 42% | |||||||||||||||||||||||||||||||
International Business 4535(4) | 1 | Charlotte, NC | July 2024 | 100% | 61,200 | sq. ft. | 100% | |||||||||||||||||||||||||||||||
| NJ Exit 5 Industrial Portfolio | 5 | Lumberton, NJ | December 2024 | 95% | 384,335 | sq. ft. | 91% | |||||||||||||||||||||||||||||||
Buckhorn Industrial(4) | 1 | Mebane, NC | August 2025 | 100% | 265,200 | sq. ft. | 100% | |||||||||||||||||||||||||||||||
Interstate Commerce(4) | 1 | Fort Pierce, FL | September 2025 | 100% | 211,547 | sq. ft. | 100% | |||||||||||||||||||||||||||||||
| Total Industrial | 14 | 2,354,624 | sq. ft. | |||||||||||||||||||||||||||||||||||
| Healthcare: | ||||||||||||||||||||||||||||||||||||||
Sunbelt Medical Office Portfolio(1) | 20 | CA, CO, FL, TN, TX | September 2020 / December 2020 / February 2021 | 42.5% | 1,030,397 | sq. ft. | 95% | |||||||||||||||||||||||||||||||
| Total Healthcare | 20 | 1,030,397 | sq. ft. | |||||||||||||||||||||||||||||||||||
| Multifamily: | ||||||||||||||||||||||||||||||||||||||
Everly Roseland(2) | 1 | Roseland, NJ | April 2022 | 57% | 360 | units | 96% | |||||||||||||||||||||||||||||||
| Elan at Bluffview | 1 | Dallas, TX | November 2024 | 100% | 181 | units | 97% | |||||||||||||||||||||||||||||||
| Fleetwood Apartments | 1 | Las Vegas, NV | August 2025 | 93% | 198 | units | 92% | |||||||||||||||||||||||||||||||
| Total Multifamily | 3 | 739 | units | |||||||||||||||||||||||||||||||||||
| Student Housing: | ||||||||||||||||||||||||||||||||||||||
The Carmin(5) | 1 | Tempe, AZ | December 2021 | 57% | 833 | beds | 91% | |||||||||||||||||||||||||||||||
| Total Student Housing | 1 | 833 | beds | |||||||||||||||||||||||||||||||||||
| Office: | ||||||||||||||||||||||||||||||||||||||
| Willows Commerce 9805 | 1 | Redmond, WA | December 2020 | 100% | 80,980 | sq. ft. | 100% | |||||||||||||||||||||||||||||||
| Elizabeth on Seventh | 1 | Charlotte, NC | December 2025 | 100% | 100,537 | sq. ft. | 95% | |||||||||||||||||||||||||||||||
| Total Office | 2 | 181,517 | sq. ft. | |||||||||||||||||||||||||||||||||||
| Self-Storage: | ||||||||||||||||||||||||||||||||||||||
River Road Storage(4) | 1 | Salem, OR | September 2021 | 100% | 76,034 | sq. ft. | 85% | |||||||||||||||||||||||||||||||
South Loop Storage(4) | 1 | Houston, TX | September 2021 | 100% | 66,981 | sq. ft. | 88% | |||||||||||||||||||||||||||||||
University Parkway Storage(4) | 1 | Winston-Salem, NC | April 2022 | 100% | 55,935 | sq. ft. | 87% | |||||||||||||||||||||||||||||||
Bend Self-Storage Portfolio(4) | 2 | Bend, OR | June 2022 | 100% | 62,755 | sq. ft. | 88% | |||||||||||||||||||||||||||||||
Clarksville Self-Storage Portfolio(4) | 3 | Clarksville, TN | July 2022 | 100% | 206,670 | sq. ft. | 87% | |||||||||||||||||||||||||||||||
| Total Self-Storage | 8 | 468,375 | sq. ft. | |||||||||||||||||||||||||||||||||||
| Grocery-Anchored Retail: | ||||||||||||||||||||||||||||||||||||||
| Cortlandt Crossing | 1 | Mohegan Lake, NY | February 2022 | 100% | 122,308 | sq. ft. | 100% | |||||||||||||||||||||||||||||||
| Total Grocery-Anchored Retail | 1 | 122,308 | sq. ft. | |||||||||||||||||||||||||||||||||||
| Other: | ||||||||||||||||||||||||||||||||||||||
Retail GP Fund(3) | 15 | Various(4) | Various(4) | 4.2% - 9.0% | 5,147,690 | sq. ft. | 93% | |||||||||||||||||||||||||||||||
| Tanner Road MHC | 1 | Houston, TX | May 2025 | 100% | 85 | lots | 100% | |||||||||||||||||||||||||||||||
| Arizona MHC Portfolio | 3 | Tucson, AZ | September 2025 | 100% | 195 | lots | 88% | |||||||||||||||||||||||||||||||
| Silver Shores MHC | 1 | Everett, WA | November 2025 | 100% | 103 | lots | 95% | |||||||||||||||||||||||||||||||
| Total Other | 20 | |||||||||||||||||||||||||||||||||||||
| Total Investment Properties | 69 | |||||||||||||||||||||||||||||||||||||
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(1)We hold our interest in the Sunbelt Medical Office Portfolio through a 50% ownership interest in a joint venture with Invesco U.S. Income Fund L.P., an affiliate of Invesco, (the “Invesco JV”). The Invesco JV holds an 85% ownership interest in a joint venture with a third-party. We account for our investment using the equity method of accounting. The dates of acquisition and aggregate purchase price in the table above reflect the dates of our investments and the total amount of our investment in the Invesco JV.
(2)We hold our interest in Everly Roseland through a 60% consolidated ownership interest in Everly Roseland Co-Invest, a co-investment between INREIT OP and Invesco Real Estate Atlas US Everly LLC (“Atlas US”), an affiliate of Invesco and majority owned subsidiary of Invesco Global Property Plus Fund (“IGP+”). The Everly Roseland Co-Invest holds a 95% consolidated ownership interest in a joint venture with a third-party.
(3)We hold an 85% ownership interest in a joint venture, ITP Investments LLC (“ITP LLC”). ITP LLC has a 90% interest in PT Co-GP Fund, LLC (“Retail GP Fund”), which was formed to invest in retail properties through non-controlling general partner interests. The ownership interest and aggregate purchase price in the table above reflects ITP LLC’s ownership interest and the total amount paid by ITP LLC to obtain non-controlling general partner interests in the retail properties. The properties were acquired over several transactions from October 2021 to February 2026 and are located throughout the United States.
(4)These properties are held through our DST Program as of March 31, 2026 and have been consolidated in our condensed consolidated balance sheets. Any profits interest due to the third-party investors in the DST Program are reported within non-controlling interests in consolidated joint ventures in our condensed consolidated balance sheets.
(5)In February 2026, we amended our joint venture agreement related to The Carmin student housing property resulting in a new consolidated ownership interest of 57%.
Lease Expirations
The following schedule details the expiring leases at our consolidated office, industrial, and grocery-anchored retail properties, as well as our unconsolidated healthcare properties by annualized base rent and square footage as of March 31, 2026. The table below excludes our self-storage, multifamily, manufactured housing and student housing properties as substantially all leases at such properties expire within 12 months.
| Year | Number of Expiring Leases | Annualized Base Rent (in thousands)(1)(2) | % of Total Annualized Base Rent Expiring | Square Feet(2) | % of Total Square Feet Expiring | |||||||||||||||||||||||||||
| 2026 (remaining) | 46 | $ | 3,371 | 9% | 284,411 | 11% | ||||||||||||||||||||||||||
| 2027 | 35 | 2,853 | 7% | 333,875 | 12% | |||||||||||||||||||||||||||
| 2028 | 39 | 2,838 | 7% | 85,867 | 3% | |||||||||||||||||||||||||||
| 2029 | 42 | 6,651 | 17% | 570,981 | 21% | |||||||||||||||||||||||||||
| 2030 | 38 | 3,984 | 10% | 210,380 | 8% | |||||||||||||||||||||||||||
| 2031 | 17 | 1,363 | 4% | 166,594 | 6% | |||||||||||||||||||||||||||
| 2032 | 16 | 2,228 | 6% | 77,809 | 3% | |||||||||||||||||||||||||||
| 2033 | 12 | 1,689 | 4% | 41,249 | 2% | |||||||||||||||||||||||||||
| 2034 | 17 | 3,390 | 9% | 326,000 | 12% | |||||||||||||||||||||||||||
| 2035 | 12 | 3,927 | 10% | 406,707 | 15% | |||||||||||||||||||||||||||
| Thereafter | 30 | 6,139 | 17% | 195,183 | 7% | |||||||||||||||||||||||||||
| Total | 304 | $ | 38,433 | 100% | 2,699,056 | 100% | ||||||||||||||||||||||||||
(1)Annualized base rent is determined from the annualized March 31, 2026 base rent per leased square foot of the applicable year and excludes tenant recoveries, straight-line rent and above-market and below-market lease amortization.
(2)Annualized base rent and square feet are presented at our pro rata share.
Real Estate Debt
We hold an investment in San Simeon Preferred Equity. San Simeon Preferred Equity owns San Simeon Apartments, a 431 unit multifamily property in Houston, Texas which is 96% occupied. Our investment is structured as a preferred membership interest, and we account for our investment in the San Simeon Apartments using the equity method of accounting. At March 31, 2026, we hold a total equity investment $25.4 million.
We have an investment in Invesco Commercial Mortgage Income - U.S. Fund, L.P. (“CMI”), an affiliate of Invesco managed by our Adviser, which invests primarily in mortgage loans that are collateralized by commercial and residential real estate throughout the United States. As of March 31, 2026, our investment in CMI was $8.2 million.
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The following tables summarize our investments in commercial loans as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| in thousands | Origination Date | Loan Type | Periodic Payment Terms | Interest Rate(1) | Loan Amount(2) | Principal Balance Outstanding | Fair Value | Maturity Date(3) | ||||||||||||||||||||||||||||||||||||||||||
| The Catherine II Loan | 12/10/2025 | Senior | Interest Only | 6.63% | $ | 86,250 | $ | 83,100 | $ | 83,100 | 12/9/2030 | |||||||||||||||||||||||||||||||||||||||
| Sync DFW Multifamily Portfolio Loan | 1/9/2026 | Senior | Interest Only | 6.28% | 113,998 | 113,998 | 113,998 | 1/9/2031 | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 200,248 | $ | 197,098 | $ | 197,098 | ||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| in thousands | Origination Date | Loan Type | Periodic Payment Terms | Interest Rate(1) | Loan Amount(2) | Principal Balance Outstanding | Fair Value | Maturity Date(3) | ||||||||||||||||||||||||||||||||||||||||||
| 5805 N Jackson Gap Loan | 1/20/2023 | Mezzanine | Interest Only | 12.48% | $ | 12,245 | $ | 12,245 | $ | 12,235 | 2/9/2028 | |||||||||||||||||||||||||||||||||||||||
| The Catherine II Loan | 12/10/2025 | Senior | Interest Only | 6.71% | 86,250 | 83,100 | 83,100 | 12/9/2030 | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 98,495 | $ | 95,345 | $ | 95,335 | ||||||||||||||||||||||||||||||||||||||||||||
(1)Loan earns interest at Secured Overnight Financing Rate (“SOFR”) plus a spread.
(2)Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(3)Assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions, as defined in the respective loan agreement.
During the three months ended March 31, 2026 and 2025, we recognized $0.3 million and $0.4 million, respectively, of interest income from the 5805 N Jackson Gap Loan which is recorded as income from commercial loans in our condensed consolidated statement of operations. On February 10, 2026, a short-term extension was granted to the borrower of 5805 N Jackson Gap Loan to extend the maturity date of the loan to March 9, 2026. On February 20, 2026, the loan was repaid in full at par value.
We have originated commercial real estate loan investments structured as senior loans, which are partially financed by the secured lending agreement described in Note 10 — “Borrowings”. During the three months ended March 31, 2026, we recognized $3.0 million of interest income from these commercial loans which is recorded as income from commercial loans in our condensed consolidated statement of operations and we recognized interest expense on the secured lending agreement of $2.1 million which is recorded as interest expense in our condensed consolidated statement of operations. We also recognized income from origination fees of $1.0 million during the three months ended March 31, 2026, which is recorded as income from commercial loans in our condensed consolidated statement of operations. We did not have any senior commercial real estate loan investments generating interest income during the three months ended March 31, 2025.
Investments in Liquid Real Estate-Related Securities
The following table details our investments in real estate-related securities as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||
| in thousands | Principal Balance | Unamortized Premium (Discount) | Amortized Cost / Cost(1) | Unrealized Gain (Loss), Net | Fair Value | Period-end Weighted Average Yield | Weighted-Average Maturity Date | |||||||||||||||||||||||||||||||||||||
| Non-agency CMBS | $ | 29,574 | $ | (1,006) | $ | 28,568 | $ | 210 | $ | 28,778 | 4.72 | % | 11/21/2027 | |||||||||||||||||||||||||||||||
| Preferred stock of REITs | N/A | N/A | 1,975 | (90) | 1,885 | 6.74 | % | N/A | ||||||||||||||||||||||||||||||||||||
| Total | $ | 29,574 | $ | (1,006) | $ | 30,543 | $ | 120 | $ | 30,663 | ||||||||||||||||||||||||||||||||||
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| December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| in thousands | Principal Balance | Unamortized Premium (Discount) | Amortized Cost / Cost(1) | Unrealized Gain (Loss), Net | Fair Value | Period-end Weighted Average Yield | Weighted-Average Maturity Date | |||||||||||||||||||||||||||||||||||||
| Non-agency CMBS | $ | 31,974 | $ | (1,065) | $ | 30,909 | $ | 342 | $ | 31,251 | 4.95 | % | 11/9/2027 | |||||||||||||||||||||||||||||||
| Preferred stock of REITs | N/A | N/A | 1,975 | 33 | 2,008 | 6.32 | % | N/A | ||||||||||||||||||||||||||||||||||||
| Total | $ | 31,974 | $ | (1,065) | $ | 32,884 | $ | 375 | $ | 33,259 | ||||||||||||||||||||||||||||||||||
(1)For non-agency CMBS, the amount presented represents amortized cost. For preferred stock of REITs, the amount presented represents cost.
Results of Operations
The following table sets forth the results of our operations:
| Three Months Ended March 31, | $ Change | ||||||||||||||||
| in thousands | 2026 | 2025 | |||||||||||||||
| Revenues | |||||||||||||||||
| Rental revenue | $ | 19,579 | $ | 14,918 | $ | 4,661 | |||||||||||
| Income from commercial loans | 4,277 | 395 | 3,882 | ||||||||||||||
| Other revenue | 1,563 | 1,270 | 293 | ||||||||||||||
| Total revenues | 25,419 | 16,583 | 8,836 | ||||||||||||||
| Expenses | |||||||||||||||||
| Rental property operating | 7,873 | 5,706 | 2,167 | ||||||||||||||
| General and administrative | 1,845 | 2,104 | (259) | ||||||||||||||
| Management fee - related party | 1,033 | 605 | 428 | ||||||||||||||
| Performance participation interest - related party | 781 | — | 781 | ||||||||||||||
| Depreciation and amortization | 9,628 | 7,056 | 2,572 | ||||||||||||||
| Total expenses | 21,160 | 15,471 | 5,689 | ||||||||||||||
| Other income (expense), net | |||||||||||||||||
| Income (loss) from unconsolidated entities, net | 1,138 | 73 | 1,065 | ||||||||||||||
| Gain (loss) on real estate-related securities, net | 273 | 553 | (280) | ||||||||||||||
| Income (loss) from investment in affiliated fund, net | (71) | 473 | (544) | ||||||||||||||
| Gain (loss) on derivative instruments, net | 559 | (545) | 1,104 | ||||||||||||||
| Unrealized gain (loss) on commercial loans | 8 | (66) | 74 | ||||||||||||||
| Debt extinguishment charges | — | (34) | 34 | ||||||||||||||
| Interest income | 113 | 730 | (617) | ||||||||||||||
| Interest expense | (6,363) | (4,560) | (1,803) | ||||||||||||||
| Other income (expense), net | 140 | (78) | 218 | ||||||||||||||
| Total other income (expense), net | (4,203) | (3,454) | (749) | ||||||||||||||
| Net income (loss) attributable to Invesco Real Estate Income Trust Inc. | $ | 56 | $ | (2,342) | $ | 2,398 | |||||||||||
| Net (income) loss attributable to non-controlling interests in consolidated joint ventures | (2,214) | 13 | (2,227) | ||||||||||||||
| Net (income) loss attributable to non-controlling interest in INREIT OP | — | (18) | 18 | ||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (2,158) | $ | (2,347) | $ | 189 | |||||||||||
| Earnings (loss) per share: | |||||||||||||||||
| Net income (loss) per share of common stock, basic and diluted | $ | (0.09) | $ | (0.10) | $ | 0.01 | |||||||||||
| Weighted average shares of common stock | |||||||||||||||||
| Basic | 23,292,277 | 22,732,182 | 560 | ||||||||||||||
| Diluted | 23,292,277 | 22,732,182 | 560 | ||||||||||||||
49
Rental Revenue, Other Revenue and Rental Property Operating Expenses
Our rental revenue primarily consists of fixed contractual base rent from our tenants and is recognized on a straight-line basis over the non-cancelable terms of the related leases. Our rental property operating expenses generally include the costs of ownership of real estate, including insurance, utilities, real estate taxes and repair and maintenance expense. Rental revenue increased by $4.7 million, other revenue increased by $0.3 million and rental property operating expenses increased by $2.2 million for the three months ended March 31, 2026 as compared to the same period in 2025. Rental revenue and property operating expenses increased due to the acquisition of nine new properties in the last twelve months. The increase in other revenue is due to an increase in interests sold in our DST Program driving an increase in the organizational and offering expense reimbursements and closing cost reimbursements that we receive.
Income from Commercial Loans and related Interest Expense
During the three months ended March 31, 2026, income from commercial loans increased $3.9 million compared to the three months ended March 31, 2025. This is primarily due to interest income of $3.0 million from the two new senior loan originations in the last twelve months and origination fee income on the Sync DFW Multifamily Portfolio Loan of $1.0 million during the current period. The senior commercial loan investments are partially financed by a secured lending agreement. During the three months ended March 31, 2026, interest expense related to the secured lending agreement increased $2.1 million in the current period. This resulted in net interest income from commercial loans of $0.9 million during the current period. We did not have senior commercial loans financed by a secured lending agreement in the prior period.
Unrealized Gain (Loss) on Commercial Loans
For the three months ended March 31, 2026, unrealized gain (loss) on commercial loans increased by approximately $74,000 compared to the three months ended March 31, 2025 primarily driven by changes to the interest rate environment in the current period.
General and Administrative
During the three months ended March 31, 2026, general and administrative expenses decreased $0.3 million compared to the three months ended March 31, 2025. The decrease was primarily due to a reduction in various corporate level expenses during the quarter compared to the prior period.
Management Fee - Related Party
During the three months ended March 31, 2026, the management fee increased $0.4 million compared to the three months ended March 31, 2025 due to increases in our net asset value.
Performance Participation Interest - Related Party
During the three months ended March 31, 2026, the performance participation interest increased approximately $0.8 million consistent with increases in our net asset value. There was no performance participation interest accrual for the three months ended March 31, 2025.
Depreciation and Amortization
During the three months ended March 31, 2026, depreciation and amortization increased $2.6 million compared to the three months ended March 31, 2025 primarily due to the acquisition of nine properties in the last twelve months.
Income (Loss) from Unconsolidated Entities, Net
During the three months ended March 31, 2026, income from unconsolidated entities increased $1.1 million compared to the three months ended March 31, 2025. The increase is primarily due to an increase in net income at Vida JV LLC due to unrealized gains from derivatives.
Gain (Loss) on Real Estate-Related Securities, Net
During the three months ended March 31, 2026, our gains on real estate-related securities decreased by approximately $0.3 million compared to the three months ended March 31, 2025. The decrease was primarily due to market fluctuations on CMBS holdings.
50
Income (Loss) from Investment in Affiliated Fund, Net
During the three months ended March 31, 2026, income (loss) from investment in affiliated fund decreased by $0.5 million compared to the three months ended March 31, 2025. The decrease is primarily due to a decrease in our investment amount caused by partial redemptions and distributions which decreased our income allocations of the fund.
Gain (Loss) on Derivative Instruments, Net
During the three months ended March 31, 2026, we recorded a gain on derivative instruments of $0.6 million compared to a loss on derivative instruments of $0.5 million for the three months ended March 31, 2025. The change is primarily due to higher unrealized gains in the current period driven by changes to the interest rate environment.
Debt Extinguishment Charges
We did not incur any debt extinguishment charges during the three months ended March 31, 2026. During the three months ended March 31, 2025, we incurred debt extinguishment charges of approximately $34,000 related to the refinancing of the mortgage secured by The Carmin student housing property.
Interest Income
During the three months ended March 31, 2026, interest income decreased by $0.6 million compared to the three months ended March 31, 2025 primarily due to a lower average cash balance in the current period. This interest income primarily represents cash held in our bank accounts, while interest income from commercial loans is presented separately and described above.
Interest Expense
During the three months ended March 31, 2026, interest expense increased $1.8 million compared to the three months ended March 31, 2025. The increase in interest expense of $2.1 million from the secured lending agreement described above was partially offset by a decrease in interest expense related to the repayment of the mortgage related to the Midwest Industrial Portfolio in April 2025.
Other Income (Expense)
During the three months ended March 31, 2026, other income increased by $0.2 million compared to the three months ended March 31, 2025 primarily due to an income tax benefit recorded in the current period resulting from a net operating loss carryforward, as compared to income tax expense in the prior period.
Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution
We believe funds from operations (“FFO”) is a meaningful non-GAAP measure. Our condensed consolidated financial statements are presented in accordance with GAAP under historical cost accounting which, among other things, requires depreciation of real estate investments to be calculated on a straight-line basis. As a result, our operating results imply that the value of our real estate investments will decrease evenly over a set time period. However, we believe that the value of our real estate investments will fluctuate over time based on market conditions and as such, depreciation under historical cost accounting may be less informative. FFO is a standard REIT industry metric defined by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as net income or loss (computed in accordance with GAAP), excluding (i) gains or losses from sales of depreciable real property, (ii) impairment write-downs on depreciable real property, plus (iii) real estate-related depreciation and amortization and (iv) similar adjustments for non-controlling interests and unconsolidated entities.
We also believe that adjusted FFO (“AFFO”) is a meaningful non-GAAP measure of our operating results. AFFO further adjusts FFO to reflect the performance of our portfolio by adjusting for items we believe are not directly attributable to our operations. Our adjustments to FFO to arrive at AFFO include removing the impact of (i) straight-line rental income, (ii) amortization of capitalized tax abatements, (iii) amortization of above- and below-market lease intangibles, (iv) amortization of deferred financing costs, (v) organization expenses advanced by the Adviser, as well as repayment of those expenses, (vi) unrealized losses (gains) from changes in fair value of financial instruments, (vii) non-cash share based compensation awards and amortization of unvested restricted stock awards, (viii) non-cash performance participation interest or other non-cash incentive compensation even if repurchased by us, (ix) debt extinguishment charges and (x) similar adjustments for non-controlling interests and unconsolidated entities. We may add additional adjustments from FFO to arrive at AFFO as appropriate.
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We also believe funds available for distribution (“FAD”) is a meaningful non-GAAP measure that provides useful information for considering our operating results and certain other items relative to the amount of our distributions by removing the impact of certain non-cash items from our operating results. FAD is calculated as AFFO excluding (i) realized losses (gains) on investments in financial instruments and (ii) management fees paid in shares of our common stock or INREIT OP units even if repurchased by us, and including deductions for (a) recurring tenant improvements, leasing commissions, and other capital projects, (b) stockholder servicing fees paid during the period, (c) certain operating expenses advanced by the Adviser, as well as repayment of those expenses, (d) accrued preferred return from preferred membership interest, (e) accrued preferred return from preferred equity investment, (f) accrued property incentive fees and (g) similar adjustments for non-controlling interests and unconsolidated entities. FAD is not indicative of cash available to fund our cash needs and does not represent cash flows from operating activities in accordance with GAAP, as it excludes adjustments for working capital items and actual cash receipts from interest income recognized on investments in commercial loans. Cash flows from operating activities in accordance with GAAP would generally be adjusted for such items. Furthermore, FAD is adjusted for stockholder servicing fees and recurring tenant improvements, leasing commissions and other capital expenditures, which are not considered when determining cash flows from operating activities in accordance with GAAP.
FFO, AFFO, and FAD should not be considered to be more relevant or accurate than the GAAP methodology in calculating net income (loss) or in evaluating our operating performance. In addition, FFO, AFFO, and FAD should not be considered as alternatives to net income (loss) as indications of our performance or as alternatives to cash flows from operating activities as indications of our liquidity, but rather should be reviewed in conjunction with these and other GAAP measurements. Further, FFO, AFFO, and FAD are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders. In addition, our methodology for calculating AFFO and FAD may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, our reported AFFO and FAD may not be comparable to the AFFO and FAD reported by other companies.
52
The following table presents a reconciliation of FFO, AFFO and FAD to net income (loss) attributable to our stockholders:
| Three Months Ended March 31, | |||||||||||
| in thousands | 2026 | 2025 | |||||||||
| Net income (loss) attributable to our stockholders | $ | (2,158) | $ | (2,347) | |||||||
| Adjustments to arrive at FFO: | |||||||||||
| Real estate depreciation and amortization | 9,628 | 7,056 | |||||||||
| Amount attributed to unconsolidated entities for real estate depreciation and amortization | 2,477 | 2,415 | |||||||||
| Amount attributed to non-controlling interests for real estate depreciation and amortization | (1,189) | (1,691) | |||||||||
| FFO attributable to our stockholders | 8,758 | 5,433 | |||||||||
| Adjustments to arrive at AFFO: | |||||||||||
| Straight-line rental income | (369) | (145) | |||||||||
Amortization of capitalized tax abatement(1) | 40 | 41 | |||||||||
| Amortization of above-market and below-market lease intangibles | (544) | (446) | |||||||||
| Amortization of deferred financing costs | 292 | 321 | |||||||||
Unrealized losses (gains) from changes in the fair value of financial instruments(2) | (73) | 1,180 | |||||||||
| Non-cash share based compensation awards | 81 | 62 | |||||||||
| Non-cash performance participation interest | 781 | — | |||||||||
| Amount attributed to unconsolidated entities for unrealized losses (gains) on fair value of financial instruments | (415) | 541 | |||||||||
| Amount attributed to unconsolidated entities for above adjustments | — | 60 | |||||||||
| Amount attributed to non-controlling interests for above adjustments | (14) | (344) | |||||||||
| AFFO attributable to our stockholders | 8,537 | 6,703 | |||||||||
| Adjustments to arrive at FAD: | |||||||||||
| Non-cash management fee | 1,033 | 605 | |||||||||
Recurring tenant improvements, leasing commissions and other capital expenditures(3) | 1,500 | 594 | |||||||||
| Accrued preferred return from preferred membership interest | (313) | (300) | |||||||||
| Accrued preferred return from preferred equity investment | (184) | (85) | |||||||||
| Stockholder servicing fees | (55) | (46) | |||||||||
Recurring capital expenditures attributed to unconsolidated entities(3) | (346) | (1,221) | |||||||||
Recurring capital expenditures attributed to non-controlling interests(3) | (341) | 800 | |||||||||
Realized (gains) losses on financial instruments(4) | 6 | 34 | |||||||||
| Accrued property incentive fees | — | (92) | |||||||||
| FAD attributable to our stockholders | $ | 9,837 | $ | 6,992 | |||||||
(1)We obtained a tax abatement in conjunction with our purchase of the 3101 Agler property with an expiration date of December 31, 2031. We are amortizing the tax abatement over its remaining useful life as a component of property operating expenses in the condensed consolidated statements of operations. As of March 31, 2026, accumulated amortization of the capitalized tax abatement was $0.7 million.
(2)Unrealized losses (gains) from changes in fair value of financial instruments primarily relates to mark-to-market changes on our investments in real estate-related securities, investment in affiliated fund, investments in commercial loans and derivatives.
(3)Recurring capital expenditures are required to maintain our investments. Capital expenditures exclude underwritten tenant improvements, leasing commissions and capital expenditures with useful lives over 10 years.
(4)Realized (gains) losses on financial instruments relates to the sale of real estate related securities, realized (gains) losses from derivative instruments and realized (gains) losses from our investment in affiliated fund.
53
Net Asset Value
We calculate NAV in accordance with the valuation guidelines approved by our board of directors. We calculate our NAV for each class of shares based on the net asset values of our investments (including loans and real estate-related securities), the addition of any other assets (such as cash on hand), and the deduction of any liabilities (including mortgages, other indebtedness, the allocation/accrual of any performance participation to Invesco REIT Special Limited Partner L.L.C. (the “Special Limited Partner”) and the deduction of any stockholder servicing fees specifically applicable to such class of shares). NAV is not a measure used under GAAP and the valuations of and certain adjustments made to our assets and liabilities used in the determination of NAV will differ from GAAP. You should not consider NAV to be equivalent to stockholders’ equity or any other GAAP measure.
The following table reconciles stockholders’ equity under GAAP per our condensed consolidated balance sheets to our NAV:
| in thousands | March 31, 2026 | December 31, 2025 | ||||||||||||
| Stockholders' equity | $ | 45,879 | $ | 67,071 | ||||||||||
| Adjustments: | ||||||||||||||
Class N redeemable common stock(1) | 451,347 | 445,933 | ||||||||||||
Unrealized net real estate and borrowings appreciation (depreciation)(2) | (4,551) | (16,533) | ||||||||||||
Accumulated depreciation and amortization(3) | 143,185 | 141,816 | ||||||||||||
Organization costs, offering costs and certain operating expenses(4) | 12,000 | 12,000 | ||||||||||||
Redeemable non-controlling interests attributable to INREIT OP(5) | 150 | — | ||||||||||||
Accrued stockholder servicing fee(6) | 2,687 | 2,510 | ||||||||||||
Impairment of investments in real estate(7) | 6,182 | 6,182 | ||||||||||||
Straight-line rent receivable(8) | (9,034) | (8,534) | ||||||||||||
Change in interest in consolidated joint ventures(9) | (8,000) | (17,020) | ||||||||||||
| Other | — | (862) | ||||||||||||
| NAV | $ | 639,845 | $ | 632,563 | ||||||||||
(1)MassMutual’s Class N shares have been classified as redeemable common stock, which is not a component of stockholders’ equity on our condensed consolidated balance sheets in this Quarterly Report on Form 10-Q, because MassMutual has the contractual right to redeem the shares under certain circumstances. MassMutual's redemption rights are not transferable. We include the value of these shares as a component of our NAV.
(2)Our investments in real estate are presented under historical cost in our condensed consolidated financial statements in this Quarterly Report on Form 10-Q. Additionally, our mortgage notes, revolving credit facility, secured lending agreement and financing obligation (“Borrowings”) are presented at their carrying value in our condensed consolidated financial statements. As such, any increases or decreases in the fair market value of our investments in real estate or our Borrowings are not included in our condensed consolidated financial statements. For purposes of determining our NAV, our investments in real estate and our Borrowings are recorded at fair value.
(3)We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization, including depreciation and amortization related to our investments in unconsolidated entities, is excluded for purposes of determining our NAV.
(4)The Adviser advanced all of our operating expenses on our behalf through December 31, 2021. Beginning January 2022 and ceasing September 2022, we began ratably reimbursing the Adviser over 60 months for the operating expenses incurred prior to December 31, 2021 and will recommence reimbursements to the Adviser following the earlier of (1) the date our NAV reaches $1.0 billion and (2) December 31, 2027.
The Adviser advanced all of our organization and offering expenses (other than upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees) incurred through December 31, 2022. We will reimburse the Adviser for all of our advanced expenses ratably over 60 months following the earlier of (1) the date that our NAV reaches $1.0 billion and (2) December 31, 2027.
Under GAAP, operating costs are expensed as incurred and organization and offering costs are charged to equity as such amounts are incurred. For NAV, all such costs will be recognized as a reduction to NAV as they are reimbursed ratably over 60 months. The adjustment presented represents the difference between the organization costs, offering costs and certain operating expenses advanced by the Adviser and the amount that has been reimbursed to the Adviser.
54
(5)The Class E units in the Operating Partnership held by the Special Limited Partner have been classified as redeemable non-controlling interest, which is not a component of stockholders’ equity on our condensed consolidated balance sheets in this Quarterly Report on Form 10-Q. We include the value of these units as a component of our NAV. These Class E units are classified as redeemable non-controlling interest in the Operating Partnership on our condensed consolidated balance sheets because the Special Limited Partner has the contractual right to redeem the units under certain circumstances.
(6)Accrued stockholder servicing fee represents the accrual for the cost of the stockholder servicing fee for Class T, Class S, Class D and Class S-PR shares. Under GAAP, we accrued the full cost of the stockholder servicing fee payable over the life of each share (assuming such share remains outstanding the length of time required to pay the maximum stockholder servicing fee) as an offering cost at the time we sold the Class T, Class S and Class D. For Class S-PR shares, we accrued the full amount of stockholder servicing fee payable over an estimated investor holding period as an offering cost at the time we sold the shares. For purposes of calculating NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis when such fee is paid.
(7)We record impairment of investments in real estate in accordance with GAAP. Any impairment recorded for GAAP is excluded for purposes of determining our NAV.
(8)We record straight-line rent in accordance with GAAP. Any resulting straight-line rent receivable or liability is excluded for purposes of determining our NAV.
(9)Under GAAP, contributions or distributions where there is an addition or reduction in the parent’s ownership interest and control is maintained are based on the carrying value of the property at the time of the transaction. Therefore, contributions or distributions from non-controlling interests in the property may not equal total consideration received or paid. For purposes of determining our NAV, contributions or distributions from non-controlling interests are equal to total consideration received or paid.
The following table provides a breakdown of the major components of our total NAV as of March 31, 2026 and December 31, 2025:
| in thousands, except share/unit data | ||||||||||||||
| Components of NAV | March 31, 2026 | December 31, 2025 | ||||||||||||
| Investments in real estate | $ | 1,011,497 | $ | 1,006,986 | ||||||||||
| Investments in unconsolidated entities | 158,397 | 157,442 | ||||||||||||
| Investments in real estate-related securities | 30,663 | 33,259 | ||||||||||||
| Investments in commercial loans | 197,098 | 95,335 | ||||||||||||
| Investment in affiliated fund | 8,153 | 12,545 | ||||||||||||
| Cash and cash equivalents | 33,840 | 25,578 | ||||||||||||
| Restricted cash | 8,996 | 1,954 | ||||||||||||
| Other assets | 3,431 | 2,230 | ||||||||||||
| Mortgage notes, revolving credit facility, secured lending agreement and financing obligation, net | (446,193) | (394,425) | ||||||||||||
| Subscriptions received in advance | (4,626) | (401) | ||||||||||||
| Other liabilities | (21,959) | (20,574) | ||||||||||||
| Accrued performance participation interest | (781) | (151) | ||||||||||||
| Management fee payable | (698) | (626) | ||||||||||||
| Accrued stockholder servicing fees | (20) | (17) | ||||||||||||
| Non-controlling interests in joint-ventures | (337,953) | (286,572) | ||||||||||||
| Net asset value | $ | 639,845 | $ | 632,563 | ||||||||||
| Number of outstanding shares/units | 23,376,432 | 21,183,377 | ||||||||||||
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of March 31, 2026:
| in thousands, except share/unit data | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NAV Per Share/Unit | Class T Shares | Class S Shares | Class D Shares | Class I Shares | Class E Shares | Class N Shares | Class S-PR Shares | Class K-PR Shares | Operating Partnership Units(1) | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net asset value | $ | 7,140 | $ | 12,370 | $ | 13,615 | $ | 100,294 | $ | 37,118 | $ | 427,258 | $ | 27,579 | $ | 14,319 | $ | 152 | $ | 639,845 | ||||||||||||||||||||||||||||||||||||||||||
| Number of outstanding shares/units | 273,605 | 473,213 | 521,336 | 3,818,742 | 1,313,175 | 15,418,839 | 1,021,631 | 530,522 | 5,369 | 23,376,432 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
NAV Per Share/Unit as of March 31, 2026 | $ | 26.0963 | $ | 26.1397 | $ | 26.1159 | $ | 26.2637 | $ | 28.2659 | $ | 27.7101 | $ | 26.9948 | $ | 26.9908 | $ | 28.2659 | ||||||||||||||||||||||||||||||||||||||||||||
55
(1)Includes the limited partnership interest of the Operating Partnership held by the Special Limited Partner.
Our real estate properties are valued by an independent advisor using a discounted cash flow methodology. The following table summarizes the weighted averages of the key unobservable inputs used in the March 31, 2026 valuations:
| Property Type | Discount Rate | Exit Capitalization Rate | ||||||||||||
| Healthcare | 7.3% | 5.8% | ||||||||||||
| Office | 9.7% | 7.3% | ||||||||||||
| Industrial | 7.8% | 5.8% | ||||||||||||
| Self-Storage | 7.6% | 5.8% | ||||||||||||
| Multifamily | 7.5% | 5.5% | ||||||||||||
| Student Housing | 8.0% | 5.8% | ||||||||||||
| Retail | 8.4% | 7.3% | ||||||||||||
| Manufactured Housing Community | 10.1% | 5.6% | ||||||||||||
These assumptions are determined by Capright and reviewed by the Adviser. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:
| Input | Hypothetical Change | Healthcare Investment Values | Office Investment Values | Industrial Investment Values | Self-Storage Investment Values | Multifamily Investment Values | Student Housing Investment Values | Retail Investment Values | Manufactured Housing Community Investment Values | |||||||||||||||||||||||||||||||||||||||||||||||
| Discount Rate (weighted average) | 0.25% decrease | +1.9% | +1.8% | +2.0% | +1.9% | +1.9% | +1.9% | +1.8% | +1.9% | |||||||||||||||||||||||||||||||||||||||||||||||
| Discount Rate (weighted average) | 0.25% increase | (1.9)% | (1.8)% | (1.9)% | (1.9)% | (1.9)% | (1.8)% | (1.8)% | (1.9)% | |||||||||||||||||||||||||||||||||||||||||||||||
| Exit Capitalization Rate (weighted average) | 0.25% decrease | +2.8% | +2.1% | +2.9% | +2.7% | +3.0% | +2.7% | +1.9% | +3.0% | |||||||||||||||||||||||||||||||||||||||||||||||
| Exit Capitalization Rate (weighted average) | 0.25% increase | (2.6)% | (1.9)% | (2.7)% | (2.5)% | (2.7)% | (2.5)% | (1.8)% | (2.7)% | |||||||||||||||||||||||||||||||||||||||||||||||
56
Distributions
We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to our stockholders each year to comply with the REIT provisions of the Code. Distributions are at the discretion of our board of directors and include a review of earnings, cash flow, liquidity and capital resources.
The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.
For the three months ended March 31, 2026 and 2025, we declared distributions of $9.6 million and $9.4 million, respectively.
The following table summarizes our distributions declared during the three months ended March 31, 2026 and 2025:
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||||||||||||||
| in thousands | Amount | Percentage | Amount | Percentage | |||||||||||||||||||
| Distributions | |||||||||||||||||||||||
| Payable in cash | $ | 3,497 | 36 | % | $ | 3,670 | 39 | % | |||||||||||||||
| Reinvested in shares | 6,106 | 64 | % | 5,710 | 61 | % | |||||||||||||||||
| Total distributions | $ | 9,603 | 100 | % | $ | 9,380 | 100 | % | |||||||||||||||
| Sources of Distributions | |||||||||||||||||||||||
| Cash flows from operating activities | $ | 9,603 | 100 | % | $ | 4,568 | 49 | % | |||||||||||||||
Distributions of capital from investments in unconsolidated entities(1) | — | — | % | 3,050 | 33 | % | |||||||||||||||||
Offering proceeds(3) | — | — | % | 1,762 | 19 | % | |||||||||||||||||
| Total sources of distributions | $ | 9,603 | 100 | % | $ | 9,380 | 100 | % | |||||||||||||||
| Cash flows from operating activities | $ | 15,451 | $ | 4,568 | |||||||||||||||||||
Funds from Operations(2) | $ | 8,758 | $ | 5,433 | |||||||||||||||||||
(1)Represents distributions received from equity method investments that are classified as cash flows from investing activities. These equity method investments currently include our interest in a joint venture through which we own our interest in the Sunbelt Medical Office Portfolio, our preferred membership interest in San Simeon Preferred Equity, which owns a multifamily property, and our interest in a joint venture through which we hold our interests in a fully integrated retail platform operating company and non-controlling interests we own in fifteen retail properties. Distributions received from equity method investments are classified as either cash flows from operating or investing activities based on the cumulative earnings approach. See Note 2 — “Summary of Significant Accounting Policies” to our consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2025 for additional details on the cumulative earnings approach. In addition, this amount represents distributions from our investment in an affiliated fund. The distributions received from this investment are classified as investing activities.
(2)See “—Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution” above for description of Funds from Operations (“FFO”), for reconciliation of FFO to GAAP net income (loss) attributable to INREIT stockholders and for considerations on how to review this metric.
(3)Offering proceeds represents distributions reinvested in shares of our common stock at the shareholders election through our distribution reinvestment plan.
The table below details the net distribution for each of our share classes for the three months ended March 31, 2026:
| Declaration Date | Class T Shares | Class S Shares | Class D Shares | Class I Shares | Class E Shares | Class N Shares | Class S-PR Shares | Class K-PR Shares | ||||||||||||||||||||||||||||||||||||||||||
| January 30, 2026 | $ | 0.1207 | $ | 0.1206 | $ | 0.1340 | $ | 0.1395 | $ | 0.1395 | $ | 0.1395 | $ | 0.1387 | $ | 0.1395 | ||||||||||||||||||||||||||||||||||
| February 27, 2026 | 0.1202 | 0.1202 | 0.1322 | 0.1372 | 0.1372 | 0.1372 | 0.1353 | 0.1372 | ||||||||||||||||||||||||||||||||||||||||||
| March 31, 2026 | 0.1207 | 0.1207 | 0.1340 | 0.1395 | 0.1395 | 0.1395 | 0.1368 | 0.1395 | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 0.3616 | $ | 0.3615 | $ | 0.4002 | $ | 0.4162 | $ | 0.4162 | $ | 0.4162 | $ | 0.4108 | $ | 0.4162 | ||||||||||||||||||||||||||||||||||
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Liquidity and Capital Resources
Liquidity
Our primary needs for liquidity and capital resources are to fund our investments, to make distributions to our stockholders, to repurchase shares of our common stock under our share repurchase plan, to pay our offering costs and operating fees and expenses and to pay interest on our borrowings. We will obtain the funds required to purchase investments and conduct our operations from the net proceeds of our Private Offerings, our Public Offering, DST Program and any future offerings we may conduct (collectively, the “Capital Raising Programs”), from secured and unsecured borrowings from banks and other lenders and from net cash provided by operating activities. Generally, cash needs for items other than asset acquisitions are met from operations, and cash needs for asset acquisitions are funded by our Capital Raising Programs and debt financings. However, there may be a delay between the sale of our shares and our purchase of assets that could result in a delay in the benefits to our stockholders, if any, of returns generated from our investment operations.
Our target leverage ratio is approximately 50% to 60%. As used herein, “leverage ratio” is measured by dividing (x) the sum of the Company’s consolidated property-level debt, entity-level debt and debt-on-debt, net of cash and restricted cash, by (y) the asset value of the Company’s real estate investments, private real estate debt investments and equity in the Company’s real estate-related securities portfolio (in each case measured using the greater of fair market value and cost), including the Company’s net investment in unconsolidated investments. For purposes of determining the asset value of the Company’s real estate investments, the Company includes the asset value of the DST Properties due to the master lease structure, including the Company’s fair market value purchase option. The leverage ratio calculation does not include (i) indebtedness incurred in connection with funding a deposit in advance of the closing of an investment, (ii) indebtedness incurred as other working capital advances, (iii) indebtedness on the Company’s real estate securities investments or (iv) the pro rata share of debt within the Company’s unconsolidated investments. Further, the refinancing of any amount of existing indebtedness will not be deemed to constitute incurrence of new indebtedness for purposes of the leverage ratio calculation so long as no additional amount of net indebtedness is incurred in connection therewith (excluding the amount of transaction expenses associated with such refinancing). Our charter prohibits us from borrowing more than 300% of our net assets, which approximates borrowing 75% of the cost of our investments. We may exceed this limit if a majority of our independent directors approves each borrowing in excess of the limit and we disclose the justification for doing so to our stockholders.
If we are unable to raise substantial funds in the Public Offering or Private Offerings, we will make fewer investments resulting in less diversification in terms of the type, number and size of investments we make. Further, we have certain fixed operating expenses, including certain expenses as a publicly offered REIT, regardless of whether we are able to raise substantial funds in the Public Offering and Private Offerings. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reducing our net income and limiting our ability to make distributions.
The Adviser and its affiliates provide us with our management team, including our officers and appropriate support personnel. The Adviser or the Adviser's affiliates may provide us services that would otherwise be performed by third parties. In such event, we will reimburse the Adviser or the Adviser's affiliate the cost of performing such services provided that such reimbursements will not exceed the amount that would be payable if such services were provided by a third party in an arms-length transaction.
The Adviser advanced all of our operating expenses on our behalf through December 31, 2021. Beginning January 2022 and ceasing September 2022, we began ratably reimbursing the Adviser over 60 months for the operating expenses incurred prior to December 31, 2021 and will recommence reimbursements to the Adviser following the earlier of (1) the date that our NAV reaches $1.0 billion and (2) December 31, 2027. As of March 31, 2026 and December 31, 2025, we have $5.4 million due to the Adviser for advanced operating expenses that are recorded as a component of due to affiliates on our condensed consolidated balance sheets.
The Adviser advanced all of our organization and offering expenses (other than upfront selling commissions, dealer manager fees, and ongoing stockholder servicing fees) incurred through December 31, 2022. We will begin reimbursing the Adviser for advanced organization and offering expenses upon the earlier of (1) the date that our NAV reaches $1.0 billion and (2) December 31, 2027. We will reimburse the Adviser for all of our advanced expenses ratably over 60 months following such date. As of March 31, 2026 and December 31, 2025, we have $6.8 million due to the Adviser for advanced organization and offering expenses that are recorded as a component of due to affiliates on our condensed consolidated balance sheets.
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In January 2022, we began reimbursing the Adviser on a quarterly basis for operating expenses incurred subsequent to December 31, 2021. As of March 31, 2026 and December 31, 2025, we have $5.2 million and $3.8 million, respectively, due to the Adviser for operating expenses. The amount due to the Adviser is recorded as a component of due to affiliates on our condensed consolidated balance sheets.
In January 2023, we began reimbursing the Adviser on a quarterly basis for organization and offering expenses incurred subsequent to December 31, 2022. As of March 31, 2026 and December 31, 2025, we have $0.6 million and $0.5 million, respectively, due to the Adviser for organization and offering expenses that are recorded as a component of due to affiliates on our condensed consolidated balance sheets.
Under our charter, we may reimburse the Adviser, at the end of each fiscal quarter, for total operating expenses paid by the Adviser. However, we may not reimburse the Adviser at the end of any fiscal quarter for total operating expenses (as defined in our charter) that, in the four consecutive fiscal quarters then ended, exceed the greater of 2% of average invested assets or 25% of net income determined without reduction for any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of our assets for that period (the “2%/25% Guidelines”).
We may reimburse the Adviser for expenses in excess of the 2%/25% Guidelines if a majority of our independent directors determines that such excess expenses (an “Excess Amount”) are justified based on unusual and non-recurring factors. Operating expenses for the four consecutive fiscal quarters ended March 31, 2026 did not exceed the charter-imposed limitation.
MassMutual committed and fully funded $400.0 million of Class N common stock in our Class N Private Offering. Beginning January 1, 2026 and continuing until we have repurchased $200.0 million of MassMutual shares, we are required to repurchase MassMutual shares on a monthly basis, subject to thresholds based on monthly net offering proceeds. In any month, MassMutual may choose to waive our obligation to repurchase shares. We are required to limit repurchases to ensure that the aggregate NAV of MassMutual shares is at least $50.0 million. MassMutual has elected to forgo this repurchase obligation through May 1, 2026.
Beginning January 1, 2026, MassMutual holds the right to request that we repurchase MassMutual shares on a monthly basis, subject to thresholds based on monthly net offering proceeds and the Company’s NAV. This right to request that we repurchase MassMutual shares is in addition to the requirement to repurchase MassMutual shares described in the preceding paragraph. We will not be required to repurchase (1) in any calendar year, more than $150.0 million of MassMutual shares or (2) in any calendar month, MassMutual shares with an aggregate repurchase price equal to more than 100% of the net proceeds to us from the sale of shares of our common stock during such month. MassMutual has not exercised the right to request repurchases as of May 11, 2026.
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Capital Resources
Our borrowing arrangements include a revolving credit facility, secured lending agreement and mortgage notes payable. The table below summarizes our borrowing arrangements as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | Principal Outstanding Balance | |||||||||||||||||||||||||||||||||||||||||||||||||
| $ in thousands | Current Maturity | Extended Maturity Date(1) | Interest Rate(2) | Weighted Average Interest Rate | Maximum Facility Size | Available Capacity | March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||
| Revolving Credit Facility | 7/23/2027 | 7/21/2028 | S + applicable margin(3) | 5.22% | $ | 250,000 | $ | 94,237 | $ | — | $ | 40,000 | ||||||||||||||||||||||||||||||||||||||
| Secured Lending Agreement | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase Agreement | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Citibank | 12/9/2027 | 12/9/2029 | S + 1.70% | 5.32% | $ | 300,000 | $ | 142,320 | $ | 157,680 | $ | 66,480 | ||||||||||||||||||||||||||||||||||||||
| Mortgage Notes Payable | ||||||||||||||||||||||||||||||||||||||||||||||||||
| The Carmin | 3/5/2027 | 3/5/2032 | S + 1.75% | 5.43% | $ | 84,000 | $ | — | $ | 84,000 | $ | 84,000 | ||||||||||||||||||||||||||||||||||||||
| Cortlandt Crossing | 3/1/2027 | N/A | 3.13% | 3.13% | 39,660 | — | 39,660 | 39,660 | ||||||||||||||||||||||||||||||||||||||||||
| Everly Roseland | 4/28/2027 | 4/28/2029 | S + 1.45% | 5.13% | 113,500 | 1,505 | 111,995 | 111,658 | ||||||||||||||||||||||||||||||||||||||||||
| Total mortgages payable | 235,655 | 235,318 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred financing costs, net | (502) | (570) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Mortgages payable, net | $ | 235,153 | $ | 234,748 | ||||||||||||||||||||||||||||||||||||||||||||||
(1)Assumes all available extension options are exercised upon meeting certain conditions, which may include payment of a non-refundable extension fee.
(2)The term “S” refers to the relevant floating benchmark rate, SOFR.
(3)Borrowings under the Revolving Credit Facility carry interest at a rate equal to (i) SOFR, (ii) SOFR with an interest period of one, three or six-months, or (iii) a Base Rate, where the base rate is the highest of (a) federal funds rate plus 0.5%, (b) the rate of interest as publicly announced by Bank of America, N.A. (“Bank of America”) as its “prime rate”, (c) SOFR with an interest period of one month plus 1.0%, or (d) 1.0%, in each case, plus an applicable margin that is based on our leverage ratio.
As of March 31, 2026, we were in compliance with all loan covenants in our revolving credit facility, secured lending and mortgage note agreements.
On January 22, 2021, we entered into the Revolving Credit Facility with Bank of America. As of March 31, 2026, the aggregate commitment is $100.0 million with an ability to request increases up to $250.0 million in aggregate commitments. The unused commitment fee is 0.25% if usage is less than 50% and 0.15% if usage is greater than or equal to 50% that accrues on the daily amount by which the aggregate commitments exceed the total outstanding balance of the Revolving Credit Facility.
In December 2025, we entered into a traditional repurchase agreement with Citibank. As of March 31, 2026, the aggregate commitment is $160.2 million with the ability to request increases up to $300.0 million in aggregate commitments, subject to certain conditions. We have pledged two investments in commercial loans with a fair value of $197.1 million as collateral for this agreement. We segregate the commercial real estate loans that we have pledged as collateral in our books and records. Our repurchase agreement counterparty has the right to resell or repledge the collateral posted but has the obligation to return the pledged collateral upon maturity of the repurchase agreement.
We were not required to post any margin under our master repurchase agreements as of March 31, 2026. A margin deficiency may generally result from either a decline in the underlying loan’s market value or a shortfall in operating performance of the property. We may finance multiple commercial loan investments under a repurchase agreement; therefore, a margin excess in one asset could help mitigate a margin deficiency in another asset under the same repurchase agreement. We intend to maintain a level of liquidity that will enable us to meet margin calls. Master repurchase agreements are recourse obligations.
We have entered into mortgage notes that are secured by our real estate investments.
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On March 5, 2026, we exercised the first extension option of the mortgage note for The Carmin, which extended the maturity date to March 5, 2027. We have five remaining extension options available which would extend the maturity date to March 5, 2032.
In connection with the failed sale and leaseback of The Carmin property, as of March 31, 2026, we hold a financing obligation on our condensed consolidated balance sheets of $54.0 million, net of debt issuance costs.
See Note 10 — “Borrowings” to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of our borrowing arrangements.
Other potential future sources of capital include incremental secured or unsecured financings from banks or other lenders and proceeds from the sale of assets. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures. We have not yet identified any sources for these types of financings.
At March 31, 2026, we had cash and cash equivalents of $33.8 million and restricted cash of $9.0 million. Our restricted cash consists of subscriptions received in advance, an interest and capital expenditure reserve that we are contractually required to maintain on deposit under the terms of our preferred membership interest in a limited liability company, amounts in escrow for taxes and insurance related to mortgages at certain properties and security deposits.
Capital Uses
During periods when we are selling more shares than we are repurchasing, we primarily use our capital to acquire our investments, which we also fund with other capital resources. During periods when we are repurchasing more shares than we are selling, we primarily use our capital to fund repurchases. During the months ended January 31, 2026, February 28, 2026 and March 31, 2026, we received repurchase requests below the applicable repurchase limits under our Share Repurchase Plan and fulfilled all repurchase requests.
Our operating expenses include, among other things, the management fee we pay to the Adviser and the performance participation allocation that INREIT OP pays to the Special Limited Partner, both of which will impact our liquidity to the extent the Adviser or the Special Limited Partner elects to receive such payments in cash, or subsequently redeem shares or OP units previously issued to them. To date, the Adviser and the Special Limited Partner have both always elected to be paid in shares or OP units, resulting in a non-cash expense.
Forward-Looking Statements Regarding Liquidity
We believe that with respect to liquidity, we are well positioned with $128.1 million of immediate liquidity as of March 31, 2026, comprised of $94.2 million of undrawn capacity on our Revolving Credit Facility and $33.8 million of cash and cash equivalents. In addition, we hold $30.7 million in investments in real estate-related securities that could be liquidated to satisfy any potential liquidity requirements.
Cash Flows
The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash:
| Three Months Ended March 31, | |||||||||||
| in thousands | 2026 | 2025 | |||||||||
| Cash flows provided by (used in) operating activities | $ | 15,451 | $ | 4,568 | |||||||
| Cash flows provided by (used in) investing activities | (97,940) | 2,853 | |||||||||
| Cash flows provided by (used in) financing activities | 97,793 | 85,790 | |||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | $ | 15,304 | $ | 93,211 | |||||||
Operating Activities
Cash flows provided by operating activities of $15.5 million for the three months ended March 31, 2026 consists of our net income of $0.1 million adjusted for non-cash items and changes in assets and liabilities. The change in our assets and liabilities is primarily due to the timing of cash receipts and cash payments, including amounts we owe our affiliates. We also had an increase in distributions received from equity method investments classified as operating activities based on the cumulative earnings approach in connection with the San Simeon Preferred Equity modification.
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Investing Activities
Cash flows used in investing activities increased $100.8 million during the three months ended March 31, 2026 compared to the corresponding period in 2025 primarily due to the origination of the Sync DFW Multifamily Portfolio Loan during the period. This increase was offset by the repayment of the 5805 N Jackson Gap Loan and a partial redemption of our investment in an affiliated fund.
Financing Activities
Cash flows provided by financing activities increased $12.0 million for the three months ended March 31, 2026 compared to the corresponding period in 2025 primarily due to an increase in net borrowings of $32.7 million and an increase in net proceeds and repurchases of common stock of $3.0 million. These increases were partially offset by cash paid in connection with the amendment to the agreement of our joint venture in The Carmin of $8.9 million and a decrease in contributions from non-controlling interests of $4.5 million.
Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies and estimates that are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Pending Accounting Pronouncements
There have been no significant changes to the status of our adoption of the recently issued accounting pronouncement that is disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary components of our market risk are related to interest rates, credit and real estate values. While we do not seek to avoid risk completely, we believe that risk can be quantified from historical experience, and we seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake.
Interest Rate Risk
We are exposed to interest rate changes primarily as a result of long-term debt used to maintain liquidity, fund capital expenditures and expand our investment portfolio and operations. Market fluctuations in real estate financing affect the availability and cost of funds needed to expand our investment portfolio. In addition, restrictions upon the availability of real estate financing or high interest rates for real estate loans could adversely affect our ability to dispose of real estate in the future. We seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. We use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets.
Interest rate risk is highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control. We are subject to interest rate risk in connection with floating rate debt secured by our properties, our Revolving Credit Facility, our investments in real estate securities, our investments in commercial loans and our investment in an affiliated debt fund. We are also subject to interest rate risk through our investments in unconsolidated entities that have been financed with floating rate debt. We seek to manage our exposure to interest rate risk by utilizing a combination of fixed- and floating-rate financing with staggered maturity dates and through interest rate protection agreements to cap a portion of our variable rate debt. Additionally, we may hedge our interest rate risk by using derivative contracts to fix the interest expense on a portion of our floating-rate debt.
Certain of our mortgage notes are variable rate and indexed to SOFR. As of March 31, 2026, we had borrowed $235.7 million under our mortgage notes. Of our total borrowings, $196.0 million bears variable rate interest. As of March 31, 2026, a 50 basis point increase or decrease in SOFR assuming no changes in the composition of our borrowings over a twelve-month period results in a projected increase or decrease of approximately $3,000, respectively, net of the impact of our interest rate hedges.
We have invested a portion of our portfolio in fixed and floating rate real estate-related debt securities. On floating-rate securities, our net income will increase or decrease depending on interest rate movements. As of March 31, 2026, a 50 basis point increase or decrease in SOFR assuming no changes in the composition of our portfolio of real estate-related securities over a twelve-month period results in a projected increase or decrease in interest income of $0.1 million, respectively.
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As of March 31, 2026, we have originated $39.4 million of variable rate senior commercial loans, net of the secured lending agreement, that are indexed to SOFR. A rise in benchmark interest rates, such as SOFR, can be expected to lead to higher interest income earned (calculated as benchmark interest rate plus spread) on the variable rate commercial real estate loans we hold. A decline in benchmark interest rates can be expected to lead to lower interest income earned on the variable rate commercial real estate loans we hold. To mitigate the impact of reduced earnings as a result of declining benchmark interest rates, we expect to structure benchmark interest rate floors into each loan where the borrower will be required to pay minimum debt service payments should benchmark interest rates fall below a predetermined rate. Additionally, reduced benchmark interest rates also cause our overall cost of borrowings to decrease. Because our borrowings do not feature interest rate floors, but our variable rate commercial real estate loans feature minimum debt service payments due to us, declining benchmark interest rates below the structured floors may result in an increase to the net interest income received.
The sensitivity analysis table presented below shows the estimated impact in net interest income due to an increase or decrease in SOFR assuming no changes in the composition of our commercial real estate loan investment portfolio and related borrowings over a twelve-month period.
| $ in thousands | As of March 31, 2026 | |||||||
| Change in Interest Rates | Projected Increase (Decrease) | |||||||
| +1.00% | $ | 394 | ||||||
| +0.50% | $ | 197 | ||||||
| -1.00% | $ | 237 | ||||||
| -0.50% | $ | (197) | ||||||
As mentioned above, all of our variable rate commercial real estate loans have interest rate floors while our borrowings do not have floors. As a result, a decline in benchmark rates decreases our borrowing costs while loan income decreases only to the floor, which we anticipate would result in an increase in net interest income should benchmark interest rates fall below a predetermined rate.
Credit Risk
We are exposed to credit risk with respect to the tenants that occupy properties we own. To mitigate this risk, we undertake a credit evaluation of major tenants prior to making an investment. This analysis includes extensive due diligence of a potential tenant’s creditworthiness and business, as well as an assessment of the strategic importance of the property to the tenant’s core business operations.
Additionally, we are exposed to credit risk in the real estate-related debt investments that we make with respect to a borrower’s ability to make required interest and principal payments on scheduled due dates. We manage this risk by conducting a credit analysis prior to making an investment and by actively monitoring our portfolio and its underlying credit quality. In addition, we re-evaluate the credit risk inherent in our investments on a regular basis pursuant to fundamental considerations such as gross domestic product, unemployment, interest rates, retail sales, store closings/openings and corporate earnings. Where applicable, we also review key property and loan-level metrics including, but not limited to, payment status, debt-service coverage ratios, debt yields, current loan-to-value ratios, occupancy rates, and tenant rent rolls along with property sponsorship. These characteristics assist in determining the likelihood and severity of underlying loan losses as well as prepayment and extension expectations. We then perform structural analysis to project investment cash flows and assess subordination levels relative to underlying collateral performance expectations. This analysis allows us to quantify our opinions of credit quality and fundamental value, which are key drivers of portfolio management decisions.
Finally, we may be exposed to counterparty credit risk under the terms of a derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We will seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties. As of March 31, 2026, we held derivative instruments with a fair value asset balance of $0.5 million and a fair value liability balance of $0.2 million.
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Real Estate Market Value Risks
Commercial property values are subject to volatility and may be adversely affected by a number of factors, including but not limited to: national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. Changes in commercial property values are difficult to predict with accuracy. We model a range of valuation scenarios and the resulting impacts to our business.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report was made under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon this evaluation, our CEO and CFO have concluded that as of the end of the period covered by this Quarterly Report our disclosure controls and procedures (a) are effective to reasonably ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2026, we were not involved in any material legal proceedings.
ITEM 1A. RISK FACTORS
There were no material changes during the period covered by this Quarterly Report to the risk factors previously disclosed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
Unregistered Sales of Equity Securities
On January 1, 2026, we issued 10,761 unregistered Class E shares of common stock to the Adviser for payment of management fees for total consideration of $0.3 million.
On February 1, 2026, we issued 11,508 unregistered Class E shares of common stock to the Adviser for payment of management fees for total consideration of $0.3 million.
On March 1, 2026, we issued 11,925 unregistered Class E shares of common stock to the Adviser for payment of management fees for total consideration of $0.3 million.
On January 1, 2026, we issued 12,073 unregistered Class S-PR shares of common stock for total consideration of $0.3 million.
On February 1, 2026, we issued 63,678 unregistered Class S-PR shares of common stock for total consideration of $1.7 million.
On March 1, 2026, we issued 38,913 unregistered Class S-PR shares of common stock for total consideration of $1.0 million.
On February 1, 2026, we issued 4,630 unregistered Class K-PR shares of common stock for total consideration of $0.1 million.
On March 1, 2026, we issued 60,603 unregistered Class K-PR shares of common stock for total consideration of $1.6 million.
The below shows the total issuances of Class E, Class N and Class K-PR shares of common stock by us to pursuant to the distribution reinvestment plan in our Private Offerings for the three months ended March 31, 2026.
| Date of Issuance | Class of Common Stock | Number of Shares Issued | Consideration Paid | |||||||||||||||||
| 1/12/2026 | Class E | 297 | $ | 8,327 | ||||||||||||||||
| 1/12/2026 | Class N | 65,507 | $ | 1,805,720 | ||||||||||||||||
| 1/12/2026 | Class K-PR | 67 | $ | 1,808 | ||||||||||||||||
| 1/12/2026 | Class S-PR | 19 | $ | 508 | ||||||||||||||||
| 2/10/2026 | Class E | 298 | $ | 8,369 | ||||||||||||||||
| 2/10/2026 | Class N | 65,696 | $ | 1,814,546 | ||||||||||||||||
| 2/10/2026 | Class K-PR | 67 | $ | 1,817 | ||||||||||||||||
| 2/10/2026 | Class S-PR | 57 | $ | 1,542 | ||||||||||||||||
| 3/12/2026 | Class E | 294 | $ | 8,272 | ||||||||||||||||
| 3/12/2026 | Class N | 65,025 | $ | 1,793,883 | ||||||||||||||||
| 3/12/2026 | Class K-PR | 71 | $ | 1,923 | ||||||||||||||||
| 3/12/2026 | Class S-PR | 279 | $ | 7,525 | ||||||||||||||||
The transactions described above were exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) thereof.
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Issuer Purchases of Equity Securities
Share Repurchase Plan
We have adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that we repurchase all or any portion of their shares of any class, subject to the terms and conditions of the share repurchase plan. We may choose to repurchase all, some or none of the shares that have been requested to be repurchased in any month, in our discretion, subject to any limitations in the share repurchase plan. In addition, our ability to fulfill repurchase requests is subject to a number of limitations. As a result, share repurchases may not be available each month. To the extent we choose to repurchase shares in any particular month, we will only repurchase shares as of the opening of the last calendar day of that quarter (each such date, a “Repurchase Date”). Repurchases will be made at the transaction price in effect on the applicable Repurchase Date, except that shares that have not been outstanding for at least one year will be repurchased at 95% of the transaction price (the “Early Repurchase Deduction”), as further described below.
While stockholders may request on a monthly basis that we repurchase all or any portion of their shares pursuant to our share repurchase plan, we are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular month in the discretion of our board of trustees.
The total amount of shares that we will repurchase is limited, in any calendar month, to no more than 2% of our aggregate NAV (measured using the aggregate NAV as of the end of the immediately preceding month) and, in any calendar quarter, to no more than 5% of our aggregate NAV (measured using the average aggregate NAV as of the end of the immediately preceding three months).
If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no repurchase requests will be accepted for such month and stockholders who wish to have their shares repurchased the following month must resubmit their repurchase requests.
In the event that any stockholder fails to maintain the minimum balance of $500 of shares of our common stock, we may seek to repurchase all of the shares held by that stockholder at the transaction price in effect on the date we determine that the stockholder has failed to meet the minimum balance, less any Early Repurchase Deduction.
Shares issued to the Adviser as payment of the management fee are not subject to these repurchase limitations. The approval of our independent directors is required for any repurchase request of the Adviser or the Special Limited Partner that, when combined with any repurchase requests submitted through our Share Repurchase Plan, would cause the Company to exceed the limit on repurchases set forth in the plan. Any such approval must find that the repurchase of the Adviser’s shares or Operating Partnership units, or the Special Limited Partner’s Operating Partnership units in excess of the Share Repurchase Plan limits would not impair the capital or operations of the Company and be consistent with the fiduciary duties of the independent directors.
Early Repurchase Deduction
There is no minimum holding period for shares of our common stock and stockholders can request that we repurchase their shares at any time. However, subject to limited exceptions, shares that have not been outstanding for at least one year will be repurchased at 95% of the transaction price. This Early Repurchase Deduction will also generally apply to minimum account repurchases. The Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan.
The Early Repurchase Deduction will inure indirectly to the benefit of our remaining stockholders and is intended to offset the trading costs, market impact and other costs associated with short-term trading in our common stock. We may, from time to time, waive the Early Repurchase Deduction in the following circumstances (subject to certain conditions described below):
•repurchases resulting from death, qualifying disability or divorce; or
•in the event that a stockholder’s shares are repurchased because the stockholder has failed to maintain the $500 minimum account balance.
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As set forth above, we may waive the Early Repurchase Deduction in respect of repurchase of shares resulting from the death qualifying disability (as such term is defined in Section 72(m)(7) of the Code) or divorce of a stockholder who is a natural person, including shares held by such stockholder through a trust or an individual retirement account or other retirement or profit-sharing plan, after (1) in the case of death, receiving written notice from the estate of the stockholder, the recipient of the shares through bequest or inheritance, or, in the case of a trust, the trustee of such trust, who shall have the sole ability to request repurchase on behalf of the trust, (2) in the case of qualified disability, receiving written notice from such stockholder, provided that the condition causing the qualifying disability was not pre-existing on the date that the stockholder became a stockholder or (3) in the case of divorce, receiving written notice from the stockholder of the divorce and the stockholder’s instructions to effect a transfer of the shares (through the repurchase of the shares by us and the subsequent purchase by the stockholder) to a different account held by the stockholder (including trust or an individual retirement account or other retirement or profit-sharing plan). We must receive the written repurchase request within 12 months after the death of the stockholder, the initial determination of the stockholder’s disability or divorce in order for the requesting party to rely on any of the special treatment described above that may be afforded in the event of the death, disability or divorce of a stockholder. In the case of death, such a written request must be accompanied by a certified copy of the official death certificate of the stockholder. If spouses are joint registered holders of shares, the request to have the shares repurchased may be made if either of the registered holders dies or acquires a qualified disability. If the stockholder is not a natural person, such as certain trusts or a partnership, corporation or other similar entity, the right to waiver of the Early Repurchase Deduction upon death, disability or divorce does not apply.
Our board of directors has designated the following persons as “Key Persons” under our share repurchase plan: Chase Bolding, Scott Dennis, Stephanie Holder, Greg Kraus, Courtney Popelka, and Charlie Rose and any individual that replaces such persons. Our share repurchase plan provides that, upon a Key Person Triggering Event, then the Early Repurchase Deduction will be waived with respect to shares that have been purchased in the 12 months preceding the expiration of five business days after the public disclosure of the occurrence of such Key Person Triggering Event until the completion of six full calendar months from the time the Key Person Triggering Event is publicly disclosed. The waiver of the Early Repurchase Deduction set forth in this paragraph will not apply to shares acquired through our distribution reinvestment plan.
During the three months ended March 31, 2026, we repurchased shares of our common stock in the following amounts:
| Month of: | Total Number of Shares Repurchased(1) | Average Price Paid per Share | Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs(2) | Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs (3) | ||||||||||||||||||||||
| January 2026 | 167,863 | $ | 26.28 | 162,084 | — | |||||||||||||||||||||
| February 2026 | 86,064 | 26.25 | 80,286 | — | ||||||||||||||||||||||
| March 2026 | 36,298 | 26.46 | 30,519 | — | ||||||||||||||||||||||
| 290,225 | $ | 26.30 | 272,889 | — | ||||||||||||||||||||||
(1)The Total Number of Shares Repurchased and Average Price Paid per Share includes 17,336 Class E common shares held by the Adviser repurchased outside of the share repurchase plan, with an average price paid per share of $28.13, related to shares that were previously issued to the Adviser as payment of management fees.
(2)Publicly announced plans or programs include share repurchases under our share repurchase plan, if any.
(3)All repurchase requests under our share repurchase plan were satisfied.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the fiscal quarter ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.
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ITEM 6. EXHIBITS
| Exhibit Number | Exhibit Description | ||||
| 3.1 | Second Articles of Amendment and Restatement of Invesco Real Estate Income Trust Inc. (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-11 filed on March 31, 2021 and incorporated herein by reference). | ||||
| 3.2 | Articles of Amendment to the Company’s Charter, effective June 27, 2025 (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on July 1, 2025 and incorporated herein by reference). | ||||
| 3.3 | Articles Supplementary Classifying and Designating a Class of Common Stock as Class S-PR Common Stock and Fixing Distribution and other Preferences and Rights of Such Class, effective June 27, 2025 (filed as Exhibit 3.2 to the Current Report on Form 8-K filed on July 1, 2025 and incorporated herein by reference). | ||||
| 3.4 | Articles Supplementary Classifying and Designating a Class of Common Stock as Class K-PR Common Stock and Fixing Distribution and other Preferences and Rights of Such Class, effective June 27, 2025 (filed as Exhibit 3.3 to the Current Report on Form 8-K filed on July 1, 2025 and incorporated herein by reference). | ||||
| 3.5 | Bylaws of Invesco Real Estate Income Trust Inc. (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-11 filed on March 31, 2021 and incorporated herein by reference). | ||||
| 4.1 | Distribution Reinvestment Plan (filed as Exhibit 4.1 on Form 10-Q filed on May 12, 2023 and incorporated herein by reference). | ||||
| 31.1* | Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1** | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.2** | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 101 | The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Changes in Equity and Redeemable Equity Instruments; and (iv) Condensed Consolidated Statements of Cash Flows | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
* Filed herewith | |||||
| ** Furnished herewith | |||||
The agreements and other documents filed as exhibits to this quarterly report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Invesco Real Estate Income Trust Inc. | ||||||||
| /s/ R. Scott Dennis | ||||||||
| R. Scott Dennis | ||||||||
| Chairperson of the Board and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| /s/ Courtney Popelka | ||||||||
| Courtney Popelka | ||||||||
| Chief Financial Officer and Treasurer | ||||||||
| (Principal Financial Officer) | ||||||||
Date: May 11, 2026 | ||||||||
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