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): ~~May~~August 1411, 2025 ~~(May 8, 2025)~~

HIGHLANDS REIT, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

000-55580

81-0862795

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1 South Dearborn Street, 20th Floor Chicago, IL 60603

(Address of Principal Executive Offices, Including Zip Code)

312-583-7990

(Registrant’s Telephone Number, Including Area Code)

N/A

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class

Trading Symbol

Name of each exchange on which registered

N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock

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

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 85.~~01.~~02 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

ByOn ~~notice~~August ~~dated March 18~~11, 2025, the Board of Directors (the “Board”) of Highlands REIT, Inc. (the “Company”) ~~called~~voted anto ~~annual~~increase ~~meeting~~the size of ~~stockholders~~the Board from two members to bethree ~~held~~members, effective immediately. Also, on ~~May~~August 811, 2025, Robert J. ~~Stockholders~~Lange, ofthe ~~record~~Company’s asPresident ofand Chief Executive Officer, was appointed by the ~~close~~Board as a director of ~~business~~the onCompany, ~~March~~effective 7August 11, 2025, (to fill the ~~“Record~~newly ~~Date”)~~created ~~were~~directorship. ~~entitled~~Mr. toLange ~~notice~~will serve for the balance of, ~~and~~the toterm ~~vote~~expiring at, the 2026 annual meeting of stockholders and until the election and qualification of his successor. Mr. Lange has not been appointed to serve on any of the Board’s committees.

~~Under~~As ~~Maryland~~President ~~law~~ and ~~the~~Chief ~~Company’s~~Executive ~~bylaws,~~Officer ~~in order for a quorum to be present and the Company to conduct the business~~ of the ~~meeting~~Company, ~~the~~Mr. ~~presence,~~Lange inwill ~~person~~not orreceive byany ~~proxy,~~compensation offor ~~stockholders~~his ~~entitled~~service toon ~~cast a majority of all~~ the ~~votes~~Board. ~~entitled~~There toare beno ~~cast~~arrangements ator ~~the~~understandings ~~meeting~~between ~~on any matter is required~~Mr. AsLange ofand ~~the~~any ~~Record~~other ~~Date,~~person ~~there~~pursuant ~~were~~to ~~724,321,419~~which ~~shares~~Mr. ofLange ~~common~~was ~~stock,~~appointed ~~par~~as ~~value~~a $0director.01 ~~per~~Mr. ~~share~~Lange ~~(the~~is ~~“shares”),~~not ofa ~~the~~party ~~Company outstanding and entitled~~ to ~~vote.~~any ~~The~~transaction ~~Company determined~~ that ~~only~~would ~~228,994,326~~require ~~shares~~disclosure ~~were~~under ~~represented~~Item ~~in person or by proxy at the meeting; accordingly,~~ 404(a) ~~quorum~~of ~~was~~Regulation ~~not present at the meeting~~S-K.

Because a quorum was not present at the meeting, the 2025 annual meeting of stockholders was not convened, and no business was conducted. We do not expect to reschedule the 2025 annual meeting of stockholders. As a result, in accordance with Maryland law and the Company’s charter and bylaws, the current directors of the Company, Jeffrey L. Shekell and R. David Turner, will continue as members of the board of directors of the Company until their respective successors are duly elected and qualify.

As a quorum was not present, no votes were cast at the meeting.

The Company did receive proxies directing that their shares be voted as follows with respect to the Company’s directors (although no votes were cast):

Nominee	For	Percentage of Proxies Received	Withhold	Percentage of Proxies Received	Broker Non-Votes
Jeffrey L. Shekell	84,008,581	92%	7,783,494	8%	137,202,251
R. David Turner	83,897,543	91%	7,894,532	9%	137,202,251

The Company also received proxies directing that their shares be voted as follows with respect to the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers as described in its proxy materials (although no votes were cast):

For						Against						Abstain						Broker Non-Votes
69,033,319						18,113,330						4,712,284						137,135,393

The Company also received proxies directing that their shares be voted as follows with respect to the approval, on a non-binding, advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers as described in its proxy materials (although no votes were cast):

3 Years						2 Years						1 Year						Abstain						Broker Non-Votes
55,183,493						4,709,976						24,182,712						7,782,752						137,135,393

The Company also received proxies directing that their shares be voted as follows with respect to the ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (although no votes were cast):

For						Against						Abstain
218,344,768						5,497,158						5,152,400

SIGNATURE

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

Highlands REIT, Inc.

Date: ~~May~~August 14, 2025 By: /s/ ~~Robert~~Jessica JM. ~~Lange~~Boehm

Name: ~~Robert~~Jessica JM. ~~Lange~~Boehm

Title: Senior Vice President, ~~and~~General ~~Chief~~Counsel ~~Executive~~and ~~Officer~~Secretary

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