Form 8-K - Current report

false0001528985NONE00015289852024-11-262024-11-26

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 26, 2024

 

 

Inland Real Estate Income Trust, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland			000-55146	45-3079597
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2901 Butterfield Road
Oak Brook, Illinois				60523
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: [phone]

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 26, 2024, Inland Real Estate Income Trust, Inc. (the “Company”) and Mark E. Zalatoris, the Company’s President and Chief Executive Officer, entered into an amendment (the “Amendment”) to the Agreement between the Company and Mr. Zalatoris, dated January 19, 2024 (the “Agreement”). Pursuant to the Amendment, (i) the term of the Agreement has been extended to February 2, 2026, unless earlier terminated pursuant to the terms of the Agreement, and (ii) the Company has been granted a right to terminate the Agreement if the Company closes or completes a “Liquidity Event” as defined therein.

The foregoing is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment, dated November 26, 2024, to the Agreement, dated as of January 19, 2024, by and between Inland Real Estate Income Trust, Inc. and Mark E. Zalatoris
104	Cover Page Interactive Data File (embedded within Inline XBRL document).

 

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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 hereunto duly authorized.

			INLAND REAL ESTATE INCOME TRUST, INC.
Date:	December 2, 2024	By:	/s/ Catherine L. Lynch
			Catherine L. Lynch, Chief Financial Officer

 

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Exhibit 10.1

first AMENDMENT TO Agreement

THIS First Amendment to the Agreement by and between Inland Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and Mark Zalatoris (“Zalatoris” and together with the Company, the “Parties” and each, individually, a “Party”), dated January 19, 2024 (the “Agreement”), is entered into this 26th day of November 2024. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

WITNESSETH:

WHEREAS, the term of the Agreement commenced on February 1, 2024 and is scheduled to terminate on February 1, 2025;

WHEREAS, the Company has previously announced that its board of directors is reviewing strategic alternatives, including the sale of the Company; and

 

WHEREAS, the Company is desirous of ensuring that Zalatoris continues to provide services under the Agreement and each Party is willing to extend the term to February 2, 2026 subject to revising the termination provisions to permit the Company to terminate the Agreement upon closing or completing a “Liquidity Event” as described herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein set forth, the Parties hereby agree to amend the Agreement as follows:

1.

Section 2 of the Agreement is amended and replaced in its entirety with the following:

“Term. The term of this Agreement shall commence on February 1, 2024 (the “Effective Date”) and shall terminate on February 2, 2026 unless earlier terminated as set forth in Section 8 hereof (the “Term”). The Term shall be subject to renewal upon the mutual agreement of the Parties.”

2.

Section 8 of the Original Agreement is amended and replaced in its entirety with the following:

“Termination. The Agreement and Zalatoris’s relationship with the Company may be terminated (A) by the Company at any time for Cause immediately upon written notice of termination to Zalatoris, (B) by the Company upon completing or closing a Liquidity Event, provided that the Company shall give Zalatoris written notice of the Company’s intent to terminate at least thirty (30) days prior to the completing or closing a Liquidity Event, or (C) at any time by the Company other than for Cause or by Zalatoris for any reason or no reason upon ninety (90) days’ written notice. In the event of termination, Zalatoris shall not be entitled to compensation after the date of termination but shall receive any portion of the Fee that has been accrued to the date of termination. For the purposes of this Agreement: (i) “Cause” means (a) material or willful breach by Zalatoris of his obligations under this Agreement; (b) Zalatoris’s commission of a felony offense involving moral turpitude, fraud or dishonesty; or (c) Zalatoris’s unsatisfactory performance of Zalatoris’s material duties, unless Zalatoris fully corrects

 

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its unsatisfactory performance within ten (10) days following receipt of notice of unsatisfactory performance; and (ii) “Liquidity Event” has the meaning ascribed to the same term in the Fourth Amended and Restated Business Management Agreement dated as of January 19, 2024 by and between the Company and IREIT Business Manager & Advisor, Inc., as the same may be amended from time to time. Upon termination of Zalatoris’s service with the Company for any reason, Zalatoris shall be deemed to have resigned from all offices and directorships (or comparable positions), if any, then held with the Company or any of its subsidiaries or affiliates.

3.

Except where this Amendment explicitly amends the Agreement, the remaining terms and conditions of the Agreement shall remain in full force and effect and are hereby ratified and confirmed. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become a binding agreement when one or more counterparts have been signed by each of the Parties and delivered to the other Party. Signatures on this Amendment which are transmitted electronically shall be valid for all purposes, however any Party shall deliver an original signature of this Amendment to the other Party as soon as practicable upon request.

 

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

COMPANY:
INLAND REAL ESTATE INCOME TRUST, INC.		MARK E. ZALATORIS
By:	/s/ Catherine L. Lynch	By:	/s/ Mark E. Zalatoris
Name:	Catherine L. Lynch	Name:	Mark E. Zalatoris
Title:	Chief Financial Officer

 

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Document And Entity Information	Nov. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 26, 2024
Entity Registrant Name	Inland Real Estate Income Trust, Inc.
Entity Central Index Key	0001528985
Entity Emerging Growth Company	false
Entity File Number	000-55146
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	45-3079597
Entity Address, Address Line One	2901 Butterfield Road
Entity Address, City or Town	Oak Brook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60523
City Area Code	(630)
Local Phone Number	218-8000
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	None
No Trading Symbol Flag	true
Security Exchange Name	NONE

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