Form 8-K Highlands REIT, Inc. For: May 22
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E-mailUNITED 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): May 22, 2026
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, Including Zip Code) | ||||||||||||||
(Registrant’s Telephone Number, Including Area Code) | ||||||||||||||
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:
Securities registered pursuant to Section 12(b) of the Act: None.
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
N/A | N/A | N/A | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: Common Stock
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. ¨
Item 7.01. Regulation FD Disclosure.
The Chief Executive Officer of Highlands REIT, Inc. (the “Company” or “Highlands”) plans to include the following remarks at the Company’s 2026 Annual Meeting of Stockholders.
"Thank you, Mr. Turner, and a special thank you to our shareholders for joining us at today’s annual meeting. We know your time is valuable, and we truly appreciate you spending it with us. We are also grateful for the strong support shown by those shareholders who voted, with nearly 90% voting in favor of the Board’s stewardship and more than four out of five approving our executive compensation program.
At last year’s annual meeting—during a CEO transition—we committed to continuing our strategy of maximizing portfolio value while actively evaluating liquidity opportunities for shareholders. Earlier this month, we published our latest net asset value estimate of $0.29 per share, a decline of $0.02 from December 2024. This decrease was driven primarily by softness in the Denver multifamily market, resulting from a significant wave of new supply and declining net migration into the Denver metro area. We are now seeing early signs of stabilization in Denver, though we do not expect a full recovery in the near term. Relative strength in our retail and triple-net properties helped offset these headwinds. Looking ahead, we will continue to aggressively pursue opportunities in our non-core portfolio with the goal of maximizing overall value.
Regarding a potential liquidity event, we recognize that many shareholders prioritize immediate liquidity, and this has been a primary focus of ours over the past year. We have undertaken a series of transactions to position ourselves to offer liquidity for our shareholders, which include material leases, financings and asset dispositions. However, uncertainty around the terms, timing, and completion risk for one material transaction in our non-core portfolio delayed our ability to deliver a liquidity event on the timeline we originally anticipated.
Once uncertainties surrounding this final transaction are resolved, we expect to announce plans for a liquidity event. Consistent with past practice, we anticipate that the price for any such offering will be set well above levels available through third-party tender offers or the over-the-counter secondary market. While we cannot predict the exact timing, we hope to provide an update on our next liquidity opportunity before the end of this year."
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements,” which are not historical facts, within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements about Highlands’ plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” “illustrative” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Highlands and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from these forward-looking statements. Such risks, uncertainties and other important factors include, but are not limited to: business, financial and operating risks inherent to real estate investments and the industry; our ability to renew leases, lease vacant space, or re-lease space as leases expire; our ability to repay or refinance our debt as it comes due; difficulty selling or re-leasing our investment properties due to their specific characteristics; contraction in the global economy or low levels of economic growth; our ability to sell our investment properties at a price and on a timeline consistent with our investment objectives, or at all; our ability to service our debt; changes in interest rates and operating costs; compliance with regulatory regimes and local laws; uninsured or underinsured losses, including those relating to natural disasters or terrorism; domestic or international instability or political or civil unrest, including the ongoing hostilities in Ukraine and Israel and their worldwide economic impact; the amount of debt that we currently have or may incur in the future; provisions in our debt agreements that may restrict the operation of our business; our separation from InvenTrust and our ability to operate as a stand-alone public reporting company; our organizational and governance structure; our status as a real estate investment trust (“REIT”); the cost of compliance with and liabilities under environmental, health and safety laws; the uncertainty and economic impact of pandemics, epidemics or other public health emergencies or fear of such events; adverse litigation judgments or settlements; changes in real estate and zoning laws and increase in real property tax rates; changes in federal, state or local tax law, including legislative, administrative, regulatory or other actions affecting REITs; changes in governmental regulations or interpretations thereof; and estimates relating to our ability to make distributions to our stockholders in the future; and the risks, uncertainties and other factors set forth in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this Current Report on Form 8-K.
Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
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SIGNATURE
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.
Highlands REIT, Inc.
Date: May 22, 2026 By: /s/ Robert J. Lange
Name: Robert J. Lange
Title: President and Chief Executive Officer
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ATTACHMENTS / EXHIBITS
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