HGIT 10-K & 10-Q changes, risk factors and insider trading
Hines Global Income Trust, Inc. · OTC · Real Estate Investment Trusts · CIK 1585101 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
see in full comparisonGeopolitical instability, including actual and potential shifts in U.S. foreign trade, economic and other policies, the recent imposition by the United States of tariffs on imported goods from China, Canada and Mexico and possibility of tariffs on imported goods from certain other countries or retaliatory tariffs, military conflict, including the Russia/Ukraine conflict and the ongoing conflict in the Middle East, disruption caused by the impact of public health crises and pandemics, changing regulation, reduced alternatives or additional failures of significant financial institutions have increased economic uncertainty at a global level and our access to liquidity could be significantly impacted.Disruptions caused by these factors that occur in a single country are increasingly having a negative impact on regional and global markets. For example, the current ongoing conflicts between Russia andUkraine andUkraine, in the Middle East and in Venezuela could adversely affect neighboring economies. While we have no direct real estate exposure to the countries involved in the conflicts, the effects of these economic, political and military conflicts could result in adverse impacts to the Company. Specifically, the conflicts have created and may continue to result in market volatility, which could adversely affect the Company’s business, financial condition or results of operations. For example, in response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of these restrictive actions, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations. In addition, we own investment properties in Europe, including, without limitation, two investment properties in Poland and one investment property in the Czech Republic, which may be at a heightened risk of being negatively impacted by the military conflict between Russia and Ukraine, given their proximity to Ukraine. In addition, Poland has seen the largest influx of Ukrainian refugees of all countries in Europe. The disruption caused by this conflict could negatively impact the businesses of our tenants, especially those whose businesses are adversely impacted by the significant sanctions imposed on Russia by the U.S.and other countries following Russia’s invasion of Ukraine, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries, as well as other policies.
“Geopolitical instability, including actual and potential shifts in U.S. foreign trade, economic and other policies, the imposition by the United States of tariffs on imported goods from certain countries and possibility of additional or retaliatory tariffs, military conflict, including the Russia/Ukraine conflict, the ongoing conflict in the Middle East, and the developing situation in Venezuela, disruption caused by the impact of public health crises and pandemics, changing regulation, reduced alternatives or additional failures of significant financial institutions have increased economic …”see in full comparison
Further,see in full comparisonwhileeven if tariffs are only implemented in countries where we have no direct real estateexposure to China, Canada and Mexico, the countries involved in the recent imposition of tariffs by the United States,exposure, suchtariffsrestrictions on trade maystrainmore broadly impact international trade relations and increase the risk that foreigngovernmentsgovernments, including those in which we have direct real estate exposure, implement retaliatory tariffs on goods imported from the United States.ForDevelopmentsexample, Canada and the European Union have recently announced their intentionrelating toimplement retaliatorytariffsonbetween the UnitedStates.StatesTheseandactionsother countries, or the perception that they could occur, could have a material adverse effect on our business, financial condition, cash flows and results of operations.
“and other countries following Russia’s invasion of Ukraine, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries, as well as other policies.”see in full comparison
We are subject to the FCPA, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including potential competitors, are not subject to these prohibitions. Fraudulent practices, including corruption, extortion, bribery, pay-offs, theft and others, occur from time-to-time in countries in which we may do business. If people acting on our behalf or at our request are found to have engaged in such practices, severe penalties and other consequences could be imposed on us that may have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to make distributions to our stockholders and the value of their investment.see in full comparisonOn February 10, 2025, President Trump issued an Executive Order ceasing the commencement of any new FCPA investigations or enforcement actions for a period of 180 days while the Attorney General conducts a review and issues revised enforcement guidelines regarding the FCPA. The outcome of the Attorney General's review and whether enforcement actions and investigations will be resumed following such 180-day period is uncertain.
We have incurred net losses onsee in full comparisonaan accounting principles generally accepted in the United States of America ("GAAP") basis in the past and may continue to incur such losses in the future.
Full comparison: every changed paragraph (42)
Geopolitical instability, including actual and potential shifts in U.S. foreign trade, economic and other policies, the imposition by the United States of tariffs on imported goods from certain countries and possibility of additional or retaliatory tariffs, military conflict, including the Russia/Ukraine conflict, the ongoing conflict in the Middle East, and the developing situation in Venezuela, disruption caused by the impact of public health crises and pandemics, changing regulation, reduced alternatives or additional failures of significant financial institutions have increased economic uncertainty at a global level. As a result of the foregoing, our access to liquidity could be significantly impacted.
Geopolitical instability, including actual and potential shifts in U.S. foreign trade, economic and other policies, the recent imposition by the United States of tariffs on imported goods from China, Canada and Mexico and possibility of tariffs on imported goods from certain other countries or retaliatory tariffs, military conflict, including the Russia/Ukraine conflict and the ongoing conflict in the Middle East, disruption caused by the impact of public health crises and pandemics, changing regulation, reduced alternatives or additional failures of significant financial institutions have increased economic uncertainty at a global level and our access to liquidity could be significantly impacted. Disruptions caused by these factors that occur in a single country are increasingly having a negative impact on regional and global markets. For example, the current ongoing conflicts between Russia and Ukraine andUkraine, in the Middle East and in Venezuela could adversely affect neighboring economies. While we have no direct real estate exposure to the countries involved in the conflicts, the effects of these economic, political and military conflicts could result in adverse impacts to the Company. Specifically, the conflicts have created and may continue to result in market volatility, which could adversely affect the Company’s business, financial condition or results of operations. For example, in response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of these restrictive actions, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations. In addition, we own investment properties in Europe, including, without limitation, two investment properties in Poland and one investment property in the Czech Republic, which may be at a heightened risk of being negatively impacted by the military conflict between Russia and Ukraine, given their proximity to Ukraine. In addition, Poland has seen the largest influx of Ukrainian refugees of all countries in Europe. The disruption caused by this conflict could negatively impact the businesses of our tenants, especially those whose businesses are adversely impacted by the significant sanctions imposed on Russia by the U.S. and other countries following Russia’s invasion of Ukraine, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries, as well as other policies.
and other countries following Russia’s invasion of Ukraine, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries, as well as other policies.
Further, whileeven if tariffs are only implemented in countries where we have no direct real estate exposure to China, Canada and Mexico, the countries involved in the recent imposition of tariffs by the United States,exposure, such tariffsrestrictions on trade may strainmore broadly impact international trade relations and increase the risk that foreign governmentsgovernments, including those in which we have direct real estate exposure, implement retaliatory tariffs on goods imported from the United States. ForDevelopments example, Canada and the European Union have recently announced their intentionrelating to implement retaliatory tariffs onbetween the United States.States Theseand actionsother countries, or the perception that they could occur, could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Until we invest the proceeds of the Offering in investment properties and other real estate investments, we may hold those funds in investments, including money market funds, bank money market accounts and CDs or other accounts at third-party depository institutions. Unusual declines in the financial markets, similar to those experienced during the Great Recession, could result in a loss of some or all of these funds. In particular, money market funds may experience intense redemption pressure and have difficulty satisfying redemption requests. As a result, we may not be able to access the cash in our money market investments. In addition, current yields from these investments mayare not be substantial.minimal.
The past performance of other investment vehicles sponsored by Hines or its affiliates may not be indicative of our future results, and we may not be able to successfully operate our business and implement our investment strategy, which may be different in a number of respects from the operations previously conducted by Hines. In addition, Hines has limited experience in acquiring and operating certain types of real estate investments that we may acquire. For example, a significant amount of real estate investments that have been made by Hines’ other investment vehicles have consisted of acquisitions and development of office or industrial properties or land. Further, we have not acquired, but in the future may acquire hospitality properties, a type of real estate investment in which Hines has limited experience acquiring or operating. In the eventTherefore, we acquire such properties in which Hines has limited experience, we maywill need to use third parties to source or manage thoseinvestments investments.in which Hines has limited experience. In addition, a significant portion of Hines’ other programs and investments involve development projects. Although we are able to invest in development projects, we do not anticipate that a significant portion of the proceeds from this offering will be invested in development projects. As a result of all of these factors, investors should not rely on the past performance of other investment vehicles sponsored by Hines and its affiliates to predict, or as an indication of, our future performance.
Adverse results in the other non-traded REITs on the Hines platform have the potential to affect Hines’ and our reputation among broker dealers, registered investment advisorsadvisers and investors, which could affect our ability to raise capital.
Recently, “anti-ESG” sentiment has gained momentum across the U.S., with the proposal or enactment of “anti-ESG” policies, legislation or initiatives by several state legislatures and byproposed legislation and oversight activity at the U.S.federal Congress.level. Further,Further in January 2025, the President recently issued an executive order opposing diversity equity and inclusion (“DEI”) initiatives in the private sector. We could be criticized by ESG stakeholders for our performance on ESG topics and could likewise be criticized by anti-ESG stakeholders for the scope or nature of our sustainability initiatives or goals or for any revisions to these goals. Such anti-ESG and anti-DEI-related policies, legislation, initiatives and scrutiny could adversely affect our reputation, business, financial performance and growth.
In the event we have a concentration of tenants in a particular industry, our operating results and ability to make distributions may be adversely affected by adverse developments in those industries and we will be subject to a greater risk to the extent that our tenants are not diversified by industry. For example, based on leased square footage of our commercial real estate properties, as of December 31, 2024,2025, approximately 30%28% is leased to tenants in the transportation and warehousing industry, 14%17% is leased to tenants in the retail- online/catalogretail industry, and 10%11% is leased to tenants in the wholesaleretail trade- online/catalog industry. Please see Item 2. “Properties” for additional information regarding our investments, including industry concentration.
We expect that rental income from investment propertiesproperty will, directly or indirectly, constitute a significant portion of our income. Delays in collecting accounts receivable from tenants could adversely affect our cash flows and financial condition. In addition, the inability of a single major tenant or a number of smaller tenants to meet their rental obligations would adversely affect our income. Therefore, our financial success will be indirectly dependent on the success of the businesses operated by the tenants in our properties or in the properties securing loans we may own. For the year ended December 31, 2024,2025, there were no tenants that individually represented more than 10% of our total rental revenue. The weakening of the financial condition or the bankruptcy or insolvency of a significant tenant or a number of smaller tenants and vacancies caused by defaults of tenants or the expiration of leases, may adversely affect our operations and our ability to pay distributions.
Uninsured losses relating to investment propertiesproperty may adversely impact the value of our portfolio.
We will attempt to ensure that all of our properties are adequately insured to cover casualty losses. However, there are types of losses, generally catastrophic in nature, which are uninsurable, are not economically insurable or are only insurable subject to limitations. Examples of such catastrophic events include acts of war or terrorism, earthquakes, floods, hurricanes and pollution or environmental matters. We may not have adequate coverage in the event we or our buildings suffer casualty losses. Further, as of December 31, 2024,2025, nine of our properties are located on the west coast of the United States, with eight of such propertiesspecifically in California. The west coast of the United States contains active earthquake zones and the greater Los Angeles area has recently experienced major fires, including the significant damage and lasting effects of the January 2025 wildfires, and may experience major fires in the future. Certain insurance companies doing business in states in which we operate have and could continue to restrict, curtail or suspend the issuance of property insurance policies. This could reduce the availability of hurricane, fire and other types of natural disaster insurance. If we do not have adequate insurance coverage, the value of our assets will be reduced as the result of, and to the extent of, any such uninsured losses. Additionally, we may not have access to capital resources to repair or reconstruct any uninsured damage to a property.
Our ability to sell our properties may also be limited by our desire to avoid a 100% penalty tax that is imposed on gain recognized by a REIT from the sale of property characterized as dealer property. In order to avoid such characterization and to take advantage of certain safe harbors under the Code, we may determine to hold our properties for a minimum period of time, generally two years.years, and may limit the number of properties sold in any year.
If we desire to sell a property pursuant to a transaction that does not satisfy the safe harbor, we may be able to avoid the prohibited transaction tax if we hold and sell the property through a taxable REIT subsidiary, or TRS. In that case, any gain would be taxable to the TRS at regular corporate income tax rates. We may decide to forgo the use of a TRS in a transaction that does not meet the safe harbor based on our own internal analysis, the opinion of counsel or the opinion of other tax advisors that the disposition should not be subject to the prohibited transaction tax. In cases where a property disposition is not effected through a TRS, the Internal Revenue Service, or IRS, could assert that the disposition constitutes a prohibited transaction. If such an assertion were successful, all of the net gain from the sale of the property will be payable as a tax which will have a negative impact on cash flow and the ability to make cash distributions.
Limitations on our ownership of non-real estate securities of our TRSs could adversely affect our operations and/or our ability to qualityqualify as a REIT.
As a REIT, the value of our ownership of non-real estate securities of our TRSs may not exceed 20% (or 25% for taxable years beginning after December 31, 2025) of the value of all of our assets at the end of any calendar quarter. If the IRS were to determine that the value of our ownership of such securities of all of our TRSs exceeded 20% of the value of our total assets at the end of any calendar quarter, then we could fail to qualify as a REIT. If we determine it to be in our best interest to own a substantial numberamount of our propertiesassets or receive a substantial amount of our income through one or more TRSs, then it is possible that the IRS may conclude that the value of our interests in our TRSs exceeds 20%such of the value of our total assetsthreshold at the end of any calendar quarterquarter, andwhich thereforecould cause us to fail to qualify as a REIT. Additionally, as a REIT, generally no more than 25% of our gross income with respect to any year may be from sources other than real estate. Dividends paid to us from a TRS are considered to be non-real estate income. Therefore, we may fail to qualify as a REIT if dividends from all of our TRSs, when aggregated with all other non-real estate income with respect to any one year, are more than 25% of our gross income with respect to such year.
We cannot predict with certainty whether climate change is occurring and, if so, at what rate. However, the physical effects of climate change could have a material adverse effect on our properties, operations and business. To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity, such as those experienced in recent wildfires or tropical storms, and rising sea-levels. Over time, these conditions could result in declining demand for office space in our buildings or the inability of us to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy and increasing the cost of snow removal at our properties. There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.
In recent years, an increasing number of state and federal laws and regulations regarding climate change have been enacted or proposed and may continue to be enacted. These laws and regulations are generally intended to directly or indirectly reduce greenhouse gas emissions, conserve water or limit other potential climate change impacts.impacts, as well as increase the transparency of climate-related risks and impacts to financial performance. Although these laws and regulations have not had any known material impact on our operations, they could result in substantial costs, including compliance costs, which could adversely affect our results of operations. This is a particular concern in the western United States, where extensive climate change regulations have been enacted, and where we have business operations. We believe we are in compliance in all material respects with existing climate-related government regulations applicable to our business, and such compliance has not had a material impact on our business. However, given the rapidly changing nature of environmental laws and matters that may arise that are not currently known, we cannot predict our future exposure concerning such matters, and our future costs to achieve compliance or remedy potential violations could be significant.
If we experience delays in the development of our investment properties, it could adversely affect returns to our stockholders. When properties are acquired prior to the start of construction or during the early stages of construction, it will typically take several months or longer to complete construction, to rent available space, and for rent payments to commence. Therefore, we may not receive any income from these properties and our ability to pay distributions to our stockholders could suffer. If we are delayed in the completion of any such construction project, our tenants may have the right to terminate preconstruction leases for space at such newly developed project. We may incur additional risks when we make periodic progress payments or other advances to builders prior to completion of construction. Each of these factors could result in increased costs of a project or loss of our investment. In addition, we will be subject to normal lease-up risks relating to newly-constructed projects. Furthermore, the price we agree to pay for ana investment property will be based on our projections of rental income and expenses and estimates of the fair market value of the investment property upon completion of construction. If our projections are inaccurate, we may pay too much for a property.
11We ofhave the 45 properties currentlyinvestments in our portfolio as of December 31, 2024 are multi-family residential properties and we expect to acquire additional multi-family residential propertiesmore in the future. Substantially all of our multifamily community leases are and will continue to be for a term of one year or less. Because these leases generally permit the residents to leave at the end of the lease term without penalty, our rental revenues may be impacted by declines in market rents more quickly than if our leases were for longer terms.
The value of real estate-related securities, including those of publicly listed REITs, fluctuates in response to issuer, political, market and economic developments. For example, equity markets experiencedhave in the past and may again in the future experience significant disruption atas thea beginningresult of theglobal outbreakpublic ofhealth COVID-19.crises or pandemics. In the short term, equity prices can fluctuate dramatically in response to these developments. Different parts of the market and different types of equity securities can react differently to these developments and they can affect a single issuer, multiple issuers within an industry, the economic sector or geographic region, or the market as a whole. The real estate industry is sensitive to economic downturns. The value of securities of companies engaged in real estate activities can be affected by changes in real estate values and rental income, property taxes, interest rates and tax and regulatory requirements. Downturns in equity and debt markets, such as the one we are currently experiencing, will significantly impact the value of our real-estate related securities.
•the imposition of adverse or confiscatory taxes;
As of December 31, 2024,2025, 16approximately 29% of the value of our 45portfolio was attributable to properties were located outside the U.S. and the revenues generated from those properties were denominated in the local currency. This has from time to time negatively impacted our NAV and may continue to negatively impact our NAV in the future.
We are affected by the fiscal and monetary policies of the United States government and its agencies, including the policies of the Federal Reserve, which regulates the supply of money and credit in the United States. Changes in fiscal and monetary policies are beyond our control and are difficult to predict. Although the Federal Reserve decreased the federal funds rate multiple times in 2024,2024 and 2025, the rate continues to be elevated and there can be no assurance that the rates will continue to decrease or of the magnitude or pace of potential decreases, especially if inflation accelerates, or that it will not be increased in 20252026 or beyond. While lower market rates and increased capital markets liquidity supports commercial real estate property transactions and values, regulated lending institutions are adjusting their business models to increase capital requirements for direct loans to real estate and thus continue to be constrained in providing capital for commercial real estate properties. Additionally, rising operating costs, such as property insurance and raw material costs for property development and improvements, have further pressured cash flow performance across many real estate property types. Changes in the federal funds rate as well as the other policies of the Federal Reserve affect interest rates, which have a significant impact on our financial condition.
We are subject to the FCPA, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including potential competitors, are not subject to these prohibitions. Fraudulent practices, including corruption, extortion, bribery, pay-offs, theft and others, occur from time-to-time in countries in which we may do business. If people acting on our behalf or at our request are found to have engaged in such practices, severe penalties and other consequences could be imposed on us that may have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to make distributions to our stockholders and the value of their investment. On February 10, 2025, President Trump issued an Executive Order ceasing the commencement of any new FCPA investigations or enforcement actions for a period of 180 days while the Attorney General conducts a review and issues revised enforcement guidelines regarding the FCPA. The outcome of the Attorney General's review and whether enforcement actions and investigations will be resumed following such 180-day period is uncertain.
Our board of directors determines our major policies, including our policies regarding acquisitions, dispositions, financing, growth, debt capitalization, REIT qualification, redemptions and distributions. Our board of directors may amend or revise these and other policies without a vote of the stockholders. Under the Maryland General Corporation Law and our charter, our stockholders have a right to vote only on limited matters. OurThe broad discretion of our board of directors’ broad discretiondirectors in setting policies and the inability of our stockholders to exert control over those policies increases the uncertainty and risks they face, especially if our board of directors and our stockholders disagree as to what course of action is in the best interests of our stockholders.
Our charter provides that no holder of shares, other than any person to whom our board of directors grants an exemption, may directly or indirectly own more than 9.9% of the number or value, whichever is more restrictive, of the aggregate of our outstanding shares or more than 9.9% of the number or value, whichever is more restrictive, of the outstanding shares of any class or series of our outstanding securities.common shares. This ownership limit may deter tender offers for our common shares, which offers may be attractive to our stockholders, and thus may limit the opportunity for stockholders to receive a premium for their common shares that might otherwise exist if an investor attempted to assemble a block of common shares in excess of 9.9% of the number or value, whichever is more restrictive, of the aggregate of our outstanding shares, or 9.9% in number or value, whichever is more restrictive, of theour outstanding common shares or otherwise to effect a change of control in us.
Investments in foreign investment propertiesproperty may be subject to foreign currency gains and losses. Certain foreign currency gains will generally be excluded from income for purposes of determining our compliance with one or both of the REIT gross income tests; however, under certain circumstances (for example, if we regularly trade in foreign securities) such gains will be treated as non-qualifying income. To reduce the risk of foreign currency gains adversely affecting our REIT qualification, we may be required to defer the repatriation of cash from foreign jurisdictions or to employ other structures that could affect the timing, character or amount of income we receive from our foreign investments. No assurance can be given that we will be able to manage our foreign currency gains in a manner that enables us to qualify as a REIT or to avoid U.S. federal income and other taxes on our income as a result of foreign currency gains.
We believe that the Operating Partnership will be treated as a partnership, and not as an association or a publicly traded partnership for U.S. federal income tax purposes. In this regard, the Code generally classifies “publicly traded partnerships” (as defined in Section 7704 of the Code) as associations taxable as corporations (rather than as partnerships), unless substantially all of their taxable income consists of specified types of passive income. In order to minimize the risk that the Code would classify the Operating Partnership as a “publicly traded partnership” for tax purposes, we placed certain restrictions on the transfer and/or repurchase of partnership units in the Operating Partnership. However, if the IRS successfully determines that the Operating Partnership isshould be taxed as a publicly traded partnership and the passive income exception described above does not apply,corporation, the Operating Partnership would be required to pay U.S. federal income tax at corporate rates on its net income, its partners would be treated as stockholders of the Operating Partnership and distributions to partners would constitute taxablenon-deductible dividends and would not be deductibledistributions in computing the Operating Partnership’s taxable income. In addition, we could fail to qualify as a REIT and the imposition of a corporate tax on the Operating Partnership would reduce the amount of cash available for distribution to our stockholders.
Foreign investors may be subject to the Foreign Investment in Real Property Tax Act (“FIRPTA”) on sale of common shares if we are unable to qualify as a “domestically controlled” REIT.REIT and with respect to certain distributions by us.
A foreign person disposing of a U.S. investmentreal property interest, including shares of a U.S. corporation whose assets consist principally of U.S. investmentreal property interests, is generally subject to tax under FIRPTA on the gain recognized on such disposition. FIRPTA does not apply, however, to the disposition of stock in a REIT if the REIT is “domestically controlled.” In addition, FIRPTA will apply if we make a distribution that is attributable to gain recognized by us on a disposition of a U.S. investment property interest, even if we are domestically controlled, except with respect to “qualified foreign pension plans.” A REIT is “domestically controlled” if less than 50% of the REIT’s capital stock, by value, has been owned, directly or indirectly, by foreign persons who(as aredetermined notfor U.S.purposes personsof these rules) during a continuous five-year period ending on the date of disposition or, if shorter, during the entire period of the REIT’s existence.
In addition, FIRPTA will apply if we make a distribution that is attributable to gain recognized by us on a disposition of a U.S. real property interest, even if we are domestically controlled, except with respect to "qualified foreign pension plans."
FIRPTA will not apply in the manner described above if our common shares were traded on an established securities market and the foreign investor did not at any time during a specified testing period directly or indirectly own more than 10% of the value of our outstanding common shares. However, our common shares are not currently traded on an established securities market.
The maximum tax rate applicable to income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts or estates is currently 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates. Instead, our ordinary dividends generally are taxed at the higher tax rates applicable to ordinary income, the current maximum rate of which is 37%. However, for taxable years prior to 2026, individualIndividual stockholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective tax rate for individuals on the receipt of such ordinary dividends to 29.6%. The 20% deduction described above is set to expire at the end of 2025 and we cannot predict whether, when, or to what extent this and other various favorable U.S. tax provisions will be extended.
We must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified real estate assets in order to ensure our qualification as a REIT. The remainder of our investments (other than governmental securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% (25% for taxable years beginning after December 31, 2025) of the value of our total assets can be represented by securities of one or more taxable REIT subsidiaries.TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct such failure within 30 days after the end of the calendar quarter in order to avoid losing our REIT status and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise attractive investments.
InThe recent years, numerous legislative, judicial and administrative changes have been made to thepresent U.S. federal income tax lawstreatment applicableof toan investmentsinvestment in real estate and REITs, and it is possible that additional legislationus may be enactedmodified inby thelegislative, future.judicial or administrative action at any time. There can be no assurance that future changes to the U.S. federal income tax laws or regulatory changes will not be proposed or enacted that could impact our business and financial results. The REIT rules are regularlyconstantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department, which may result in revisions to regulations and interpretations in addition to statutory changes. InIf addition,enacted, various provisionscertain of thesuch Codechanges arecould sethave toan expireadverse atimpact theon endour of 2025, including the 20% deduction described abovebusiness and otherfinancial provisions that may be favorable to REITs and their shareholders.results.
We cannot predict whether, when or to what extent any new U.S. federal tax laws, regulations, interpretations or rulings will impact the real estate investment industry or REITs, including whether various favorable U.S. federal tax laws will be extended.REITs. Although REITs generally receive better tax treatment than entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a regular corporation. As a result, our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without your vote or the vote of our other stockholders.
Our stockholders should consult with their own tax advisors regardingwith therespect to any legislative, regulatory or administrative developments and proposals and their potential effect of potential future changes to the U.S. federal tax laws on antheir investment in shares of our shares.common stock.
We have incurred net losses on aan accounting principles generally accepted in the United States of America ("GAAP") basis in the past and may continue to incur such losses in the future.
An affiliate of Hines has received units of limited partnership interests in the Operating Partnership (“OP Units”) in return for its $190,000 contribution to the OperationOperating Partnership. Our Advisor or its affiliates may also choose to receive OP Units in lieu of certain fees. The holders of all OP Units will be entitled to receive cash from operations pro rata with the distributions being paid to us and such distributions to the holder of the OP Units will reduce the cash available for distribution to our stockholders.
There are no existing rules or regulatory bodies that specifically govern the manner in which we calculate our NAV. As a result, it is important that stockholders pay particular attention to the specific methodologies and assumptions we use to calculate our NAV. Our board of directors, including a majority of our independent directors, has adopted valuation procedures to be used in connection with the calculation of our NAV. Other public REITs may use different methodologies or assumptions to determine their NAV. In addition, each year our board of directors, including a majority of our independent directorsdirectors, reviews the appropriateness of our valuation procedures and may, at any time, adopt changes to the valuation procedures. Such changes may have an adverse effect on our NAV and the price at which stockholders may sell shares to us under our share redemption program.
Our valuation procedures generally provide that our Advisor will adjust ana investment property’s valuation, as necessary, based on known events that have a material impact on the most recent value (adjustments for non-material events may also be made). We are dependent on our Advisor to be reasonably aware of material events specific to our properties (such as tenant disputes, damage, litigation and environmental issues, as well as positive events such as new lease agreements) that may cause the value of a property to change materially and to promptly notify the independent valuation advisor so that the information may be reflected in our real estate portfolio valuation. Events may transpire that, for a period of time, are unknown to us or the independent valuation advisor that may affect the value of a property, and until such information becomes known and is processed, the value of such asset may differ from the value used to determine our NAV. In addition, although we may have information that suggests a change in value of a property may have occurred, there may be a delay in the resulting change in value being reflected in our NAV until such information is appropriately reviewed, verified and processed. Where possible, adjustments generally are made based on events evidenced by proper final documentation. It is possible that an adjustment to the valuation of a property may occur prior to final documentation if the independent valuation advisor determines that events warrant adjustments to certain assumptions that materially affect value. However, to the extent that an event has not yet become final based on proper documentation, its impact on the value of the applicable property may not be reflected (or may be only partially reflected) in the calculation of our NAV.
Management's Discussion & Analysis (MD&A)
New heading “Promenade Shops at Briargate Disposition”
New heading “Junction One - Purchase and Sale Agreement”
Removed heading “Maintal Logistics Disposition”
Removed heading “Recast of JPMorgan Credit Facility”
Removed heading “Junction 27 Acquisition”
Largest changes
Real estate assets are reviewed for impairment each reporting period if events or changes in circumstances indicate that the carrying amount of the individual property may not be recoverable. In such an event, a comparison will be made of the current and projected operating cash flows and expected proceeds from the eventual disposition of each property on an undiscounted basis to the carrying amount of such property. If the carrying amount exceeds the undiscounted cash flows, it would be written down to the estimated fair value to reflect impairment in the value of the asset. The determination of whether investment property is impaired requires a significant amount of judgment by management and is based on the best information available to management at the time of the evaluation. For the year ended December 31,see in full comparison2023,2025,wethe Company determined that one of its properties (which was measured using level 3 inputs) was impaired as a result of the loss of a major tenant. As a result, the Company recorded an impairmentchargescharge of$0.8$3.1millionmillion.related to capitalized pre-development costs associated with a development we are no longer pursuing. There were no impairment charges recorded forFor the year ended December 31,2024.2024, the Company did not record any impairment charges. See Note 10 - Fair Value Measurements for additional information.
Full comparison: every changed paragraph (62)
In addition to our Public Offerings, through our Operating Partnership, we have a program to raise up to $3.0 billion of capital through private placement offerings exempt from registration under the Securities Act by selling beneficial interests in specific Delaware statutory trusts holding real properties (the “DST Program”). As of December 31, 2024,2025, we held seventwelve properties through the DST Program, and have raised net offering proceeds of $547.1$1.2 millionbillion through the DST Program offerings. See Item 8. “Financial Statements and Supplementary Data — Note 5 — DST Program” for additional information.
We intend to continue to meet our primary investment objectives by investing in a portfolio of quality commercial real estate properties and other real estate investments that relate to properties that are generally diversified by property type, geographic area, lease expirations and tenant industries. We acquired sixeleven investments in real estate assets, including an addition to an existing property in our portfolio,assets during the year ended December 31, 20242025 for a total net purchase price of $476.6$1.6 million,billion, using proceeds from our Public Offerings, proceeds from debt financing and proceeds from the sale of MiramarMaintal Activity Business CenterLogistics in NovemberFebruary 2024.2025. As of December 31, 2024,2025, we owned interests in 4555 real estate investments consisting of 19.524.4 million square feet of leasable space that were 96%95% leased. See Item 2. “Properties” for additional information regarding our real estate investments.
•Recent years have been characterized by muted transaction volumes, challenging macroeconomic conditions and elevated interest rates. Despite this environment, Hines Global maintained its stable annualized distribution rate of $0.625 and had a year-to-date total return of 3.90%6.46% for Class I shares for the year ended December 31, 2024.2025. Total return is calculated as the change in our NAV per share during the respective period, assuming any distributions are reinvested in accordance with our distribution reinvestment plan. Management believes total return is a useful measure of the overall investment performance of our shares. Refer to “Performance Summary of Share Classes” below for a more comprehensive summary of the performance of all our share classes.
•We acquired sixeleven additional real estate investments, including an addition to an existing property in our portfolio, during the year ended December 31, 2024.2025. These acquisitions comprise 2.15.0 million square feet for an aggregate net purchase price of $476.6$1.6 million.billion. See Item 2. “Properties—Recent Acquisitions of Investment Property” for additional information regarding our acquisitions during the year ended December 31, 2024.2025.
•Interest rates rose dramatically throughout 2022 and 2023,2023 and have remained elevated during the year ended December 31, 2024,elevated, increasing the weighted average interest rate on our total outstanding debt from 1.83% as of December 31, 2021 to 4.03% as of December 31, 20242025 (including the effect of interest rate contracts). Approximately 84%82% of our total debt outstanding as of December 31, 20242025 has fixed interest rates or has been fixed through the use of interest rate caps and swaps. Additionally, ourOur portfolio was 34%levered leveredat 36%, 34%, and 33% as of December 31, 2025, 2024, 2023, respectively, based on the values of our real estate investments as of December 31, 2024, 33% as of December 31, 2023 and 32% as of December 31, 2022.investments.
We began determining a net asset value (“NAV”) per share on a monthly basis in January 2018. As noted in the chart below, the NAV increased throughout 2018 and 2019, but fell to a low of $9.71 as of April 30, 2020 driven primarily by the adverse impact on global commercial activity and volatility in financial markets caused by the Coronavirus pandemic, which affected the performance and value of our investment properties during that time. Further, despite a strong performance during 2021 and the first half of 2022, our NAV per share fell from its peak in June 2022, primarily as a result of higher interest rates, challenging macroeconomic conditions and a strong U.S. dollar. Set forth below is additional historical information regarding our NAV per share since February 29, 2016 (the date as of which our board of directors first determined an NAV per share).
Real estate assets are reviewed for impairment each reporting period if events or changes in circumstances indicate that the carrying amount of the individual property may not be recoverable. In such an event, a comparison will be made of the current and projected operating cash flows and expected proceeds from the eventual disposition of each property on an undiscounted basis to the carrying amount of such property. If the carrying amount exceeds the undiscounted cash flows, it would be written down to the estimated fair value to reflect impairment in the value of the asset. The determination of whether investment property is impaired requires a significant amount of judgment by management and is based on the best information available to management at the time of the evaluation. For the year ended December 31, 2023,2025, wethe Company determined that one of its properties (which was measured using level 3 inputs) was impaired as a result of the loss of a major tenant. As a result, the Company recorded an impairment chargescharge of $0.8$3.1 millionmillion. related to capitalized pre-development costs associated with a development we are no longer pursuing. There were no impairment charges recorded forFor the year ended December 31, 2024.2024, the Company did not record any impairment charges. See Note 10 - Fair Value Measurements for additional information.
Interest rates rose dramatically throughout 2022 and 2023,2023 and have remained elevated during 2024,elevated, increasing the weighted average interest rate on our total outstanding debt from 1.83% as of December 31, 2021 to 4.03% as of December 31, 20242025 (including the effect of interest rate contracts). However, we werehave ablemaintained toa decrease ourlower leverage ratio from 42% as of December 31, 2021 to 34% as of December 31, 2024, using available proceeds from our public offerings and from the DST Program.Program, to offset some of the higher interest costs. Additionally, we entered into interest rate contracts on our variable-rate debt to reduce our exposure to rising interest rates. Approximately 84%82% of our total debt outstanding as of December 31, 20242025 has fixed interest rates or has been fixed through the use of interest rate caps. See Item 1. “Business — Financing Strategy and Policies” for additional information regarding our financing strategy.
We have $141.7 million of secured mortgage loans coming due during 2026 and $445.3 million of secured mortgage loans coming due during 2027 related to several of our international properties. We generally expect to refinance these loans. However, if we are unable to refinance any of these loans at acceptable terms, we may repay the loans using cash on hand, proceeds from the Public Offerings or the DST Program, proceeds from the sale of our properties or cash available from the JPMorgan Credit Facility.See Item 1. “Business — Financing Strategy and Policies” for additional information regarding our financing strategy.
Cash flows from operating activities for the year ended December 31, 20242025 increased by $22.9$0.6 million compared to the same period in the prior year. This increase in operating cash flow is primarily due to the investment of over $683.0$2.1 millionbillion in additional investments in real estate during 20232024 and 2024,2025, as offset by higher interest costs. Additionally, the following factors also contributed to the increase in operating cash flows in the current period:
•We acquired sixeleven additional real estate investments since December 31, 2023.2024.
•We did not pay a performance participation allocation to our Advisor during 2024, compared to $18.8 million paid out in the first quarter of 2023.
•Payments of $506.0$1.6 millionbillion primarily related to the acquisitions of sixeleven real estate investments.
•Capital expenditures of approximately $76.5 million at our investment properties.
•We received net proceeds of $183.5 million from the sale of Maintal Logistics.
•Payments of $65.1 million to purchase real estate-related securities. We also received proceeds of $53.5 million from the sale of real estate-related securities.
•Payments of $35.3 million to enter into new interest rate contracts.
•We received payments of $26.3 million from counterparties in relation to our positions in interest rate contracts.
•Payments of $506.0 million primarily related to the acquisition of six real estate investments.
•We received net proceeds of $45.1 million from the sale of Miramar Activity Business Center. These proceeds were offset by sale costs incurred of $15.7 million of sale costs related to the sale of Maintal Logistics, which sold in February 2025.
•Payments of $205.7 million primarily related to our investments in real estate.
•Capital expenditures of approximately $22.6 million at our investment properties.
•Payments of $69.4 million to purchase real estate-related securities. We also received proceeds of $72.2 million from the sale of real estate-related securities.
•Payments of $22.9 million to enter into new interest rate contracts.
•We received payments of $29.2 million from counterparties in relation to our positions in interest rate contracts.
As mentioned previously, ourOur portfolio was 34%36% leveraged as of December 31, 20242025 (based on the most recent valuations of our real estate investments) with a weighted average interest rate of 4.03%. Below is additional information regarding our loan activity for the years ended December 31, 20242025 and 2023.2024.
•We received proceeds from notes payable of $732.1$2.2 million,billion, which included $430.7$1.7 millionbillion in draws on our JPMorgan Credit Facility, $165.8$246.5 million in private placement note issuances by the Operating Partnership and $79.7$278.2 million relatingdrawdowns toon our financingexisting ofloans theand securedmortgages mortgage debt related toon our acquisition2025 ofUK Tortona Logistics and $47.4 million relating to the refinancing of the secured mortgage debt on Fresh Park Venlo and ABC Westland.acquisitions.
•We made payments on notes payable of $1.6 billion, which is primarily comprised of $1.5 billion in payments on our JPMorgan Credit Facility.
•We made payments of $22.7 million in financing costs primarily related to the exercising of extension options on our JPMorgan Credit Facility, the issuance of private placement notes in September 2025, as well as modifications to our permanent mortgage financing.
•We received net proceeds of $688.6 million from our financing obligations related to our DST program, as described more fully in Note 5 — DST Program. We made payments of $2.6 million related to those financing obligations.
•We received proceeds from notes payable of $732.1 million, which included $430.7 million in draws on our JPMorgan Credit Facility, $165.8 million in private placement note issuances by the Operating Partnership, $79.7 million relating to financing of the secured mortgage debt related to our acquisition of Tortona Logistics and $47.4 million relating to the refinancing of the secured mortgage debt on Fresh Park Venlo and ABC Westland.
•We received proceeds from notes payable of $456.5 million, which included $450.0 million in draws on our JPMorgan Credit Facility and $6.5 million relating to additional capacity from our refinancing of the secured mortgage debt on our UK Logistics portfolio.
•We made payments on notes payable of $401.9 million, which included $249.0 million in payments on our JPMorgan Credit Facility, $78.5 million to pay off the outstanding balance of our secured debt relating to Rookwood, $66.8 million to pay off the outstanding balance of our secured debt relating to Cottonwood Corporate Center, and principal payments relating to our permanent mortgage financing.
•We made payments of $3.5 million in financing costs primarily related to the exercising of extension options on our JPMorgan Credit Facility as well as modifications to our permanent mortgage financing.
•We received net proceeds of $179.0 million from our financing obligations related to our DST program, as described more fully in Note 5 — DST Program. We made payments of $0.6 million related to those financing obligations.
Performance Participation Allocation: Through its ownership of the special limited partner interest in the Operating Partnership, the Advisor is entitled to an annual performance participation allocation of 12.5% of the Operating Partnership’s total return, subject to investors earning a 5% total return annually. The performance participation allocation accrues monthly and is payable after the completion of each calendar year. The increase in the current period is due to total returns exceeding a 5% annualized return throughout 2025. The Advisor did not earn a performance participation allocation in 2024. Please see “— NAV and Distributions” above for additional information concerning the change in NAV per share.
Impairment losses: For the year ended December 31, 2025, we recorded impairment charges totaling $3.1 million on one of our properties related to the loss of the major tenant. The amount of impairment charges represents the amount by which the carrying value exceeded the estimated net realizable value. For the year ended December 31, 2024, we had no impairment charges.
Impairment losses: For the year ended December 31, 2024, we had no impairment charges. For the year ended December 31, 2023, we recorded impairment charges of $0.8 million related to capitalized pre-development costs associated with a development we are no longer pursuing.
Gain (loss) on derivative instruments: We enter into interest rate contracts in order to limit our exposure to rising interest rates on our variable interest rate borrowings as well as foreign currency forward contracts as economic hedges against the variability of foreign exchange rates. SuchThe gainsloss recorded during the year ended December 31, 2025, were primarily related to the position of our interest rate contracts as a result of rising interest rates during both periods, and include the effect of $42.9 million and $30.8 million in payments received from counterparties during the years ended December 31, 2024 and 2023, respectively.contracts.
Gain (loss) on investments in real estate-related securities: We hold investments in real estate-related securities, which consist of common equities, preferred equities and debt investments of publicly traded REITs. These amounts include realized gains (losses) related to securities sold during the year and unrealized gains (losses) based on values determined on a recurring basis. Interest and dividend income associated with such investments are recorded to other income and expenses, as discussed below. The gainsloss recorded during the yearsyear ended December 31, 20242025 andreflects 2023broader weretrends in the publicly traded REIT market during that period. For the year ended December 31, 2024, the gain was primarily due to the ongoingcontinued recovery in the publicly traded REIT market,market whichfollowing hadyears experiencedof volatility resulting in losses in prior years.volatility.
Gain (loss) on sale of real estate: The gain on sale for the year ended December 31, 2025 primarily related to the sale of Maintal in February 2025 for a contract sale price of €191.5 million (approximately $198.5 million, assuming a rate of $1.04 per EUR as of the disposition date) .The gain on sale for the year ended December 31, 2024, is primarily related to the sale of Miramar Activity Business Center in November 2024 for a contract sale price of $46.0 million. We had no property dispositions during the year ended December 31, 2023.
(1)The decrease is primarily due to a reduction in lease amortization at 1015 Half Street related to lease renewals and a decrease in occupancy at 1315 N. North Branch during the second and third quarter of 2025.
(2)The increase is primarily due to an increase in rental revenues at ABC Westland following the addition of a new building in March 2025, as well as rental rate increases at both of our Dutch industrial properties due to favorable lease activity. Additionally, improved leasing at AMP and Lodz contributed to the increase.
(1)The increase is primarily due to an increase in total revenues at our Dutch industrial properties, primarily driven by the Floralaan acquisition in March 2024 at Fresh Park Venlo and other favorable lease activity at the property, as well as rental rate increases, increased utility and operating expense recoveries, and solar subsidies received in the current period at ABC Westland.
(23)The increase is primarily due to an increaseapproximately in$750,000 one-time benefit at Gables Station related to the release of escrowed proceeds from acquisition. Additionally, rental rates at our European student housing properties for the 20242025/20252026 school year comparedwere tohigher than the 20232024/20242025 school year, as well as increases in both occupancy and rental rates at one of ourmultiple domestic residential/living properties compared to the prior year.
The following table presents the property expenses of each reportable segment for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023.2024. Property operating expenses include the ongoing costs of maintaining our properties. These essential, routine expenses are necessary to ensure the property remains functional and in good condition. Examples of property operating expenses include property taxes, property management fees, insurance, utilities, repairs and maintenance, legal and professional fees, salaries and wages of property management personnel, advertising costs and other miscellaneous services and costs. In total, property expenses increased as a result of our acquisition activity, as previously described. See below for additional explanation of notable changes in same-store property expenses. All amounts are in thousands, except for percentages.
(1)The increase is primarily a result of increased operating expenses resulting from a new building acquisition at Fresh Park Venlo.
(12)The increase is primarily a result of non-recurringincreased repairs and maintenance occurrencesat several of our residential/living properties, higher properties taxes and demolitionincreased costs, as well as increases to salaries of property staff, and increasing energy and utilitylegal costs at certainMontrose ofStudent our central European industrial properties.Housing.
(3)The increase is primarily a result of an increase in real estate taxes and non-reoccurring expenses at one of our properties.
(1)The decrease is primarily due to a decrease in occupancy at 1315 N. North Branch beginning in February 2025, as well as reduced lease amortization at 1015 Half Street related to lease renewals. Please refer to the tables above for further detail regarding these changes.
(2)The increase is primarily due to favorable leasing activity at several of our properties. Please refer to the tables above for further detail regarding these changes.
(1)The increase is primarily due to increased occupancy and rental rates at our residential/living properties, partially offset by legal costs incurred during 2024 related to legal proceedings for an attempt to recover costs incurred and lost revenue during our redevelopment of Montrose due to safety issues from the original builders of the property, and increased operating expenses at our domestic residential/living properties incurred during a remediation project. Please refer to the tables above for further detail regarding these changes.
•As of December 6, 2017, through its ownership of the special limited partner interest in the Operating Partnership, our Advisor is entitled to an annual performance participation allocation of 12.5% of the Operating Partnership’s total return subject to the Company earning a 5% total return annually, after considering the effect of any losses carried forward from the prior year. The performance participation allocation accrues monthly and is payable after the completion of each calendar year. See Note 9 — Related Party Transactions, for additional information regarding the performance participation allocation. We do not consider the performance participation allocation in evaluating our operating performance. For the year ended December 31, 2025, we incurred $24.8 million in performance participation allocation. No performance participation allocation fees werewas earned for the years ended December 31, 2024 and 2023. For the year ended December 31, 2022, we incurred $18.8 million in performance participation allocation fees.allocation. Total performance participation allocation fees incurred werewas $57.5$82.3 million from inception through December 31, 2024.2025.
Promenade Shops at Briargate Disposition
Maintal Logistics Disposition
On February 10,17, 2025,2026 we sold Maintalthe LogisticsPromenade Shops at Briargate for a contract sales price of €191.5$150.7 million (approximately $198.5 million, assuming a rate of $1.04 per EUR as of the disposition date) exclusive of transaction costs and closing prorations. The purchaser is not affiliated with us or our affiliates.
Junction One - Purchase and Sale Agreement
In February 2026, the Company entered into a purchase and sale agreement to purchase Junction One Retail Park, a retail property located in Liverpool, UK. The contract purchase price for Junction One Retail Park is expected to be approximately £50.0 million, exclusive of transaction costs and closing prorations. The Company expects the closing of this acquisition to occur in April 2026, subject to a number of closing conditions. However, the Company can provide no assurance that this acquisition will close on the expected timeline or at all.
Recast of JPMorgan Credit Facility
On March 12, 2025, we entered into a new credit facility with JPMorgan Chase Bank, N.A. (“Chase”), as administrative agent for itself and various lenders named in the Credit Agreement, which provides for borrowings of up to $700.0 million in term loan commitments and $650.0 million in revolving loan commitments. This new credit facility matures on March 12, 2028, subject to two one-year extension options that the Company may exercise if it meets certain conditions. Additionally, the new credit facility provides for an increase in the aggregate commitments up to $1.75 billion. The remaining terms of the new credit facility are similar to the prior credit facility. On March 12, 2025, the Operating Partnership borrowed $740.0 million under the new credit facility to repay all amounts outstanding under the prior credit facility and retired that facility.
What changed in the latest 10-Q
Risk Factors
Full comparison: every changed paragraph (2)
As of MarchJune 31,30, 2026, except as set forth below, there have been no material changes to the risk factors previously disclosed in response to “Part I - Item 1A. ‘Risk Factors’” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026.
These interests may serve as replacement properties for investors seeking to complete like-kind exchange transactions under Section 1031 of the Code. Properties in which underlying interests are sold to investors pursuant to such private placements will be leased-back by the Operating Partnership or a wholly owned subsidiary thereof, as applicable, and fully guaranteed by the Operating Partnership, although there can be no assurance that the Operating Partnership can or will fulfill these guarantee obligations. Additionally, the Operating Partnership will be given the fair market value purchase option (“FMV Option”) with respect to each DST in the DST Program, giving it the right, but not the obligation, to acquire the interests in the DST from the investors at a later time in exchange for OP Units. Investors who acquired interests pursuant to such private placements may have been seeking certain tax benefits that depend on the interpretation of, and compliance with, federal and state income tax laws and regulations. As the general partner of the Operating Partnership, we may become subject to liability, from litigation or otherwise, as a result of such transactions, including in the event an investor fails to qualify for any desired tax benefits. In addition, in the event the Operating Partnership elects not to exercise the FMV Option and the property held by the DST (the "DST Property") is sold to a third party, the master lease will terminate, triggering an obligation on the part of a subsidiary of the Operating Partnership, as master tenant, to pay to the DST an amount equal to the positive difference, if any, between the fair market value of the DST Property with the master lease in place as if such automatic termination had not occurred, and the gross purchase price to be paid by the third party buyer to the DST to acquire the DST Property. However, if the gross purchase price for the DST Property exceeds the fair market value of the DST Property subject to the master lease, no payment to the DST by the master tenant will be required. Further, investors who acquired DST Interestsinterests pursuant to such private placements may have been seeking certain tax benefits that depend on the interpretation of, and compliance with, U.S. federal and state income tax laws and regulations. As the general partner of the Operating Partnership, we may become subject to liability, from litigation or otherwise, as a result of such transactions, including in the event an investor fails to qualify for any desired tax benefits.
Management's Discussion & Analysis (MD&A)
New heading “Six months ended June 30, 2025”
New heading “Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025”
New heading “Same-Store Analysis”
New heading “405 Colorado Acquisition”
New heading “Design Center of the Carolinas Acquisition”
New heading “UK Industrials Disposition”
New heading “Diemelstadt Acquisition”
New heading “Eastgate Disposition”
Removed heading “Three months ended March 31, 2025”
Largest changes
“Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025”see in full comparison
Full comparison: every changed paragraph (125)
We raise capital for our investments through continuous public offerings of our common stock (collectively, the “Public Offerings”). We commenced our initial public offering of up to $2.5 billion in shares of our common stock in August 2014 and launched our most recent public offering, our fourth public offering of up to $2.5 billion in shares of common stock, on February 4, 2025. It is our intention to conduct a continuous offering that will not have a predetermined duration, subject to continued compliance with the rules and regulations of the SEC and applicable state laws. In order to execute this strategy in compliance with federal securities laws, we intend to file new registration statements to replace existing registration statements, such that there will not be any lag from one offering to the next. As of MarchJune 31,30, 2026, we had received aggregate gross offering proceeds of $4.2$4.3 billion from the sale of 404.7418.8 million shares through our Public Offerings, including shares issued pursuant to our distribution reinvestment plan.
In addition to our Public Offerings, through our Operating Partnership, we have a program to raise up to $3.0 billion of capital through private placement offerings exempt from registration under the Securities Act by selling beneficial interests in specific Delaware statutory trusts holding real properties (the “DST Program”). As of MarchJune 31,30, 2026, we held twelveten properties through the DST Program, and have raised net offering proceeds of $1.4$1.7 billion through the DST Program offerings.
We intend to continue to meet our primary investment objectives by investing in a portfolio of quality commercial real estate properties and other real estate investments that relate to properties that are generally diversified by property type, geographic area, lease expirations and tenant industries. As of MarchJune 31,30, 2026, we owned direct real estate investments in 5456 properties totaling 24.725.1 million square feet that were 95%94% leased.
Presented below are highlights of our activities during the threesix months ended MarchJune 31,30, 2026:
•Recent years have been characterized by challenging macroeconomic conditions and elevated interest rates. Despite this environment, Hines Global maintained its stable annualized distribution rate of $0.625 and had a year-to-date total return of 1.39%2.81% for Class I shares for the threesix months ended MarchJune 31,30, 2026, and 6.46% for the year ended December 31, 2025. Total return is calculated as the change in our NAV per share during the respective period, assuming any distributions are reinvested in accordance with our distribution reinvestment plan. Management believes total return is a useful measure of the overall investment performance of our shares. Refer to “Performance Summary of Share Classes” below for a more comprehensive summary of the performance of all our share classes.
•In April 2026, we issued 21.1 million OP Units in exchange for DST interests for a net investment of $207.1 million.
•OnIn February 17,February, 2026, we sold the Promenade Shops at Briargate for a contract sales price of $150.7 million exclusive of transaction costs and closing prorations. We acquired the Promenade Shops at Briargate in September 2019 for a contract purchase price of $93.2 million. We recognized a gain on sale of this asset of $63.7 million, which was recorded in gain on sale of real estate on the consolidated statements of operations and comprehensive income (loss).
•DuringWe theacquired three monthsinvestment ended March 31, 2026, we acquired the third building at Tortona Logisticsproperties for an aggregate net purchase price of €50.8$195.0 million (approximately $61.1 million, assuming a rate of $1.17 per EUR as of the acquisition date) exclusive of transaction costs and working capital reserves.million. See Note 3— Investment Property for additional information regarding thisthese acquisition.acquisitions.
We intend to continue to meet our primary investment objectives by investing in a portfolio of quality commercial real estate properties and other real estate investments that relate to properties that are generally diversified by property type, geographic area, lease expirations and tenant industries. As of MarchJune 31,30, 2026, we owned interests in 5456 real estate investments consisting of 24.725.1 million square feet of leasable space that was 95%94% leased. The following chart depicts the percentage of our portfolio’s investment types based on the estimated value of each real estate investment as of MarchJune 31,30, 2026 (“Estimated Values”), which are consistent with the values used to determine our NAV per share on that date.
The following chart depicts the location of our real estate investments as of MarchJune 31,30, 2026. Approximately 69% of our portfolio is located throughout the United States and approximately 31% is located internationally, based on the Estimated Values.
The following table provides additional information regarding each of our properties, including DST properties, and is presented as of MarchJune 31,30, 2026 except as described in the footnotes below.
(1)Held through our DST Program as of MarchJune 31,30, 2026. See Item 1. “Note 4 — DST Program” for additional information.
(2)In January 2024, we commenced the redevelopment of the Madrid Airport Complex following the expiration of the tenant’s lease on December 31, 2023. The new project will consist of a three building, 700,000 square foot Class-A logistics park. The new park will be re-branded as Nexus Barajas and provide future tenants a superior last mile distribution location and is expected to be completed in the secondthird quarter of 2026.
(4)Represents the average projected occupancy for these projects over the 2025/2026 academic year based on leases signed to date. Leases at student housing properties are signed in advance of an academic year and units in our student housing properties are considered occupied if we have a signed lease for the unit for the academic year and have not issued a refund for the unit even if the property is not physically occupied.
(45)Includes properties that do not meet any of the other asset categories. As of MarchJune 31,30, 2026, these properties include a manufacturing research and design campus, a local TV network studio, a self-storage portfolio, and mixed-use facilities.
Interest rates have been elevated in recent years. To reduce our exposure to continued higher interest rates, we use interest rate contracts on our variable-rate debt. Approximately 94%97% of our total debt outstanding as of MarchJune 31,30, 2026 has fixed interest rates or has been fixed through the use of interest rate caps. Additionally, we have moderated our use of leverage in recent periods compared to our historical averages to further limit our exposure to higher interest rates.
Cash flows from operating activities for the threesix months ended MarchJune 31,30, 2026 decreased by $34.0$9.0 million compared to the same period in the prior year. We generally expect cash flows from operating activities to increase as we acquire properties and decrease as sell properties. However, the following factors also contributed to the decrease in the current period:
•We paid a performance participation allocation of $24.8 million was to our Advisor during the first quarter of 2026. There were no performance participation allocation payments made in Q1 2025.
•During the threesix months ended MarchJune 31,30, 2026, we made $10.5$17.5 million of additional payments of interest on our financing obligation in connection with our DST Program. We held twelveten properties through the DST Program as of MarchJune 31,30, 2026, compared to seveneight properties as of MarchJune 31,30, 2025.
•During the threesix months ended MarchJune 31,30, 2026, cash payments for tenant inducements and leasing commissions were $6.7$4.6 million lowerhigher than the threesix months ended MarchJune 31,30, 2025.
Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 and 2025, were primarily due to the following:
ThreeSix months ended MarchJune 31,30, 2026
•Payments of $73.7$222.0 million, primarilymillion related to the acquisition of thethree third building at Tortona Logistics.properties.
•We received net proceeds of $145.9$151.2 millionmillion, primarily from the sale of the Promenade Shops at Briargate.
•Capital expenditures of approximately $17.4$28.1 million at our investment properties.
•Payments of $10.4 million to purchase real estate-related securities. We also received proceeds of $9.9 million from the sale of real estate-related securities.
•Payments of $3.3 million to enter into new interest rate contracts.
•We received payments of $5.4 million from counterparties in relation to our positions in interest rate contracts.
Three months ended March 31, 2025
•Payments of $72.4 million, primarily related to the acquisition of Junction 27 in March.
•We received net proceeds of $200.8 million from the sale Maintal Logistics.
•Capital expenditures of approximately $13.0 million at our investment properties.
•Payments of $10.5 million to enter into new interest rate contracts.
•Payments of $4.9 million to enter into new interest rate contracts. We received payments of $6.7$12.8 million from counterparties in relation to our positions inthese interest rate contracts.
Six months ended June 30, 2025
•Payments of $419.7 million, primarily related to the acquisition of five properties.
•We received net proceeds of $209.3 million from the sale of Maintal Logistics.
•Capital expenditures of approximately $31.5 million at our investment properties.
•Payments of $47.6 million to purchase real estate-related securities. We also received proceeds of $38.4 million from the sale of real estate-related securities.
•Payments of $11.4 million to enter into new interest rate contracts.
•We received payments of $13.8 million from counterparties in relation to our positions in interest rate contracts.
We raised gross proceeds of $138.1$251.2 million and $90.3$204.3 million from our public offerings during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, excluding proceeds from the distribution reinvestment plan. In addition, during the threesix months ended MarchJune 31,30, 2026 and 2025, we redeemed $46.0$115.7 million and $57.8$122.2 million in shares of our common stock pursuant to our share redemption program, respectively.
In addition to the investing activities described previously, we use proceeds from our Public Offerings to make certain payments to our Advisor, our Dealer Manager and Hines and its affiliates during the various phases of our organization and operation which include, without limitation, payments to our Dealer Manager for selling commissions, dealer manager fees, distribution and stockholder servicing fees and payments to our Advisor for reimbursement of organization and offering costs. During the threesix months ended MarchJune 31,30, 2026 and 2025, we made payments of $4.3$8.6 million and $4.5$6.4 million, respectively, for selling commissions, dealer manager fees, organization and offering costs and distribution and stockholder servicing fees related to our Public Offerings. The change in these fees is generally attributable to the amount of offering proceeds raised, but is also impacted by variations in the amount of each share class sold during the year.
During the threesix months ended MarchJune 31,30, 2026 and 2025, we received net offering proceeds of $213.2$415.6 million and $160.4$354.6 million related to the DST Program, respectively. We held twelveten properties through the DST Program as of MarchJune 31,30, 2026. In April 2026, we issued 21.1 million OP Units in a non-cash exchange for DST interests related to the 200 Park Place and EMME DSTs.
Distributions
With the authorization of our board of directors, we declared distributions monthly from January 2019 through AprilJuly 2026 at a gross distribution rate of $0.05208 per month ($0.625 annualized) for each share class less any applicable distribution and stockholder servicing fees. Distributions are made on all classes of the Company’s common stock at the same time. All distributions were or will be paid in cash or reinvested in shares of the Company’s common stock for those participating in our distribution reinvestment plan and have been or will be paid or issued, respectively, on the first business day following the completion of the month to which they relate. Distributions reinvested pursuant to our distribution reinvestment plan were or will be reinvested in shares of the same class as the shares on which the distributions are made. Some or all of the cash distributions may be paid from sources other than cash flows from operations, as described below.
Distributions paid to stockholders and OP Unitholders during the threesix months ended MarchJune 31,30, 2026 and 2025 were $45.4$94.2 million and $40.4$81.9 million, respectively, including those reinvested in shares pursuant to our distribution reinvestment plan. We have not generated and we may continue to be unable to generate sufficient cash flows from operations to fully fund distributions paid. Therefore, some or all of our distributions have been, and may continue to be, paid at least partially from other sources, such as proceeds from the issuance of shares pursuant to our distribution reinvestment plan, proceeds from the sales of assets and proceeds from our debt financings. We have not placed a cap on the amount of distributions that may be paid from any of these sources. For example, for the threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, we funded 46%38% and 24%25% of total distributions with cash flows from other sources, respectively, which may include cash flows from investing activities, such as proceeds from the sale of assets or cash flows from financing activities, such as proceeds from our debt financings.
The following table outlines our total distributions declared to stockholders and OP Unitholders for each of the three and six month periods ended MarchJune 31,30, 2026 and 2025, including the breakout between the distributions declared in cash and those reinvested pursuant to our distribution reinvestment plan (in thousands, except percentages).
(1)Includes distributions paid to noncontrolling interest holders, and is net of the ongoing distribution and stockholder servicing fees paid to the Dealer Manager with respect to Class T, Class S,S and Class D.D shares.
(2)Stockholders may elect to have their distributions with respect to shares of our common stock reinvested in additional shares of our common stock through our distribution reinvestment plan (“DRP”).
Our portfolio was approximately 31%30% leveraged as of MarchJune 31,30, 2026 (based on the most recent valuations of our real estate investments) with a weighted average interest rate of 3.80%,3.78%, including the effect of interest rate hedges. Below is additional information regarding our loan activity for the threesix months ended MarchJune 31,30, 2026 and 2025.
ThreeSix months ended MarchJune 31,30, 2026
•We received proceeds from notes payable of $57.8$99.0 million, which is primarily related to a drawdowndrawdowns on our loanmortgages for the acquisitionsome of theour third2026 building at Tortona Logistics.acquisitions.
•We made $362.5$404.6 million in payments on notes payable, which were primarily related to payments on our JPMorgan Credit Facility and principal payments relating to our permanent mortgage financing.
ThreeSix months ended MarchJune 31,30, 2025
Three Months Ended MarchJune 31,30, 2026 compared to the Three Months Ended MarchJune 31,30, 2025
The table below includes information regarding changes in our results of operations for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, including explanations for significant changes and any significant or unusual activity. As described more completely below, most amounts increased in the current period as a result of significant additional investments in real estate. All amounts are in thousands, except for percentages:
Total revenues: The increase in total revenues is primarily the result of our significant acquisition activity. For example, from JanuaryApril 1, 2025 through MarchJune 31,30, 2026, we invested over $1.7 billion in 1213 real estate investments. Please refer to our “Same-Store Analysis” below for additional discussion on the results of operations of our same-store properties.
Performance participation allocation: Through its ownership of the special limited partner interest in the Operating Partnership, the Advisor is entitled to an annual performance participation allocation of 12.5% of the Operating Partnership’s total return, subject to investors earning a 5% total return annually. The performance participation allocation accrues monthly and is payable after the completion of each calendar year. The increasedecrease in the amount accrued during the current period compared to the same period in the previous year is primarily due to totalchanges returnsin exceedingour aNAV 5%per annualizedshare returnduring throughthe March 31, 2026.periods. Please see “— NAV and Distributions” above for additional information concerning the change in NAV per share.
Gain (loss) on extinguishment of financing obligations, net: Includes a $8.3 million net gain related to the exercise of the repurchase option for two properties in our DST Program.
HGIT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Cameron Dougal A |
Grant/award | 7,630 | — | — |
| 2026-10-01 | Detering Paddison Diane S |
Grant/award | 7,630 | — | — |
| 2026-10-01 | Simmons Ruth J |
Grant/award | 7,630 | — | — |
| 2026-10-01 | Niemann John O. Jr. |
Grant/award | 7,630 | — | — |
Well-known investors holding HGIT (13F)
None of the 59 investors we track reported a position in their latest 13F.