Highlands REIT, Inc. 8-K

What Happened
Highlands REIT, Inc. filed a Current Report on Form 8-K on May 18, 2026 attaching a website notice (the “MacKenzie Notice”) to inform its stockholders of an unsolicited mini-tender offer from MacKenzie Capital Management, LP. The Offeror circulated an Offer to Purchase to certain stockholders on or about May 18, 2026 proposing to buy the Company’s common stock for $0.04 per share less a $25 transfer fee. To the Company’s knowledge, the Offeror has not filed a Schedule TO with the SEC. The notice is included as Exhibit 99.1 to the 8‑K. The report was signed by Robert J. Lange, President and CEO.

Key Details

• Offeror: MacKenzie Capital Management, LP.
• Offer price: $0.04 per share, minus a $25 transfer fee charged by the Offeror.
• Date: Company website notice and 8‑K dated May 18, 2026; Offer to Purchase disseminated on or about May 18, 2026.
• SEC filing: Company states the Offeror has not filed a Schedule TO (to the Company’s knowledge). Exhibit 99.1 contains the full notice.

Why It Matters
The company is notifying shareholders so they are aware of a low-priced, unsolicited mini-tender that includes a substantial per-transaction fee, which can materially reduce net proceeds for sellers. Highlands REIT’s disclosure that the Offeror has not filed a Schedule TO is a factual point investors should note when evaluating the offer and related documents. Shareholders should review the Company’s notice and the Offeror’s materials carefully and consider seeking financial or legal advice before tendering shares.