8-KFiled Aug 31, 8:00 PM ET

Highlands REIT Announces $25M Self-Tender Offer at $0.20/Share

Highlands REIT, Inc.

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Highlands REIT Announces $25M Self-Tender Offer at $0.20/Share

What Happened

  • Highlands REIT, Inc. announced on September 1, 2026 that it is commencing a self-tender offer to buy back up to $25.0 million in common stock. The company is offering to purchase up to 125,000,000 shares at a purchase price of $0.20 per share, net in cash, with the Offer set to expire at 11:59 P.M. (New York City time) on September 29, 2026, unless extended or withdrawn. The board of directors approved the Offer and Highlands expects to fund the repurchase with cash on hand.

Key Details

  • Purchase price: $0.20 per share; maximum cash outlay: $25.0 million (up to 125,000,000 shares).
  • Expiration Date: 11:59 P.M. (NYC time) on September 29, 2026 (unless extended or withdrawn).
  • Priority and proration: odd-lot holders (<100 shares) get first priority; if more shares are tendered than purchased, remaining shares will be purchased pro rata with adjustments to avoid fractional shares.
  • Company may increase shares purchased by up to 2% of outstanding shares (could raise accepted shares by ~14,453,024) without amending the Offer. Depositary: Computershare Trust Company, N.A.; Information Agent: Georgeson LLC. No recommendation is being made by the company or agents on whether to tender.

Why It Matters

  • This buyback program can reduce shares outstanding if stockholders tender, potentially increasing per-share metrics for remaining holders; it is funded with cash on hand, so investors should note potential effects on the company’s liquidity. The odd-lot priority can benefit small retail holders. Because the Offer may be prorated and can be increased modestly under SEC rules, not all tendered shares may be accepted. Stockholders are urged to read the Offer to Purchase and Letter of Transmittal when filed and to consult their tax advisers or brokers. The filing also contains customary forward-looking statements and related cautions.