UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~December~~January 814, ~~2025~~2026

INDUSTRIAL LOGISTICS PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-38342		82-2809631
(Commission File Number)		(IRS Employer Identification No.)

Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts		02458-1634
(Address of Principal Executive Offices)		(Zip Code)

617-219-1460

(Registrant’s Telephone Number, Including Area Code)

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

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of Beneficial Interest		ILPT		The Nasdaq Stock Market LLC

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. ¨

In this Current Report on Form 8-K, the terms “we”,” “usour” and “~~our~~us” refer to Industrial Logistics Properties Trust.

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~December~~January 814, ~~2025~~2026, we announced that we incurred an incentive management fee of $5.7 million for the 2025 calendar year under our ~~Board~~Business Management Agreement, dated as of ~~Trustees~~January 17, 2018, with The RMR Group LLC, as amended to date, or the Business Management Agreement. The incentive management fee is payable by us in cash by January 30, 2026, and we will recognize this expense in our financial statements as of and for the ~~Board~~year ended December 31, 2025. ~~appointed~~Pursuant ~~Yael~~to ~~Duffy~~the Business Management Agreement, ~~currently~~the incentive management fee was measured based on our ~~President~~total shareholder return exceeding the total shareholder return of the MSCI U.S. REIT/Industrial REIT Index for the three year measurement period ended December 31, 2025. For additional information regarding the calculation of the incentive management fee, see the full text of the Business Management Agreement, a copy of which is filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the Securities and ~~Chief~~Exchange ~~Operating~~Commission, ~~Officer~~or the SEC, on January 18, 2018, the First Amendment thereto, dated as of December 31, 2018, a ~~Managing~~copy ~~Trustee~~of ~~and~~which is filed as Exhibit 10.1 to our ~~President~~Current Report on Form 8-K filed with the SEC on January 4, 2019, and ~~Chief Executive~~the ~~Officer~~Second Amendment thereto, effective ~~January~~as of August 1, ~~2026~~2021, a copy of which is filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, each of which is incorporated herein by reference.

Ms. Duffy, age 46, has served as our Vice President from June 2019 to April 2022, as our Chief Operating Officer since May 2020, and as our President since April 2022. Ms. Duffy also currently serves as an executive vice president of our manager, The RMR Group LLC, or RMR, responsible for overseeing asset management, leasing and property management functions of a portfolio of office, industrial and retail properties managed by RMR. Ms. Duffy joined RMR in 2006 and has served in various capacities with RMR since that time. Ms. Duffy has also been president and chief operating officer of Office Properties Income Trust since January 2024.

Ms. Duffy succeeds Matthew P. Jordan as a Managing Trustee, who resigned effective December 31, 2025. Mr. Jordan advised the Board that his resignation was not the result of any disagreement with us, our management or the Board on any matter relating to our operations, policies or practices.

For her service as a Managing Trustee, Ms. Duffy will be entitled to the compensation we generally provide to our Managing Trustees. There is no arrangement or understanding between Ms. Duffy and any other person pursuant to which Ms. Duffy was appointed as Managing Trustee or President and Chief Executive Officer. There are no transactions, relationships or agreements between Ms. Duffy and us that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. Ms. Duffy does not have a family relationship with any member of the Board or any of our executive officers.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INDUSTRIAL LOGISTICS PROPERTIES TRUST

	By:	/s/ Tiffany R. Sy
	Name:	Tiffany R. Sy
	Title:	Chief Financial Officer and Treasurer

Dated: ~~December 9~~January 14, ~~2025~~2026

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