Invesco Real Estate Income Trust Inc. 8-K

What Happened

• Invesco Real Estate Income Trust Inc. announced on May 22, 2026 that it entered into Amendment No. 3 to its Subscription Agreement with Massachusetts Mutual Life Insurance Company (MassMutual). The Amendment delays the start date for both automatic monthly repurchases and MassMutual’s right to request repurchases of its Class N common stock from January 1, 2026 to April 1, 2028, and revises the formulas that determine how many shares may be repurchased.

Key Details

• Amendment date: May 22, 2026 (filed as Exhibit 10.1).
• Automatic monthly repurchases (as revised) will equal: (a) 100% of monthly net proceeds from sales to the Invesco Global Property Plus Fund (IGP+ Fund) + (b) between 50% and 100% (company’s discretion) of monthly net proceeds from sales to others, minus (c) repurchase amounts already paid under the Company’s repurchase plan as of the last day of the prior month.
• MassMutual’s repurchase-upon-request (as revised) is limited each month to the lesser of: (a) 15% of the Company’s net proceeds from sales to non-affiliates in the prior month (less prior repurchases under the repurchase plan) or (b) 1.5% of the Company’s aggregate net asset value (NAV) as of the last day of the prior month.
• Prior to this Amendment, MassMutual had elected to forgo automatic monthly repurchases through May 1, 2026 and had not exercised its request repurchase right.

Why It Matters

• For investors, the Amendment changes the timing and the mechanics of potential repurchases of Class N shares held by MassMutual. By delaying repurchase start to April 1, 2028 and tying repurchases to net proceeds from future share sales (including sales to an affiliated fund), the company limits near-term cash outflows and defines how future repurchases will be funded.
• The revised caps and formulas affect potential share count reduction and liquidity planning: maximum monthly request repurchases are now tied to recent fundraising and to a 1.5% NAV cap, which constrains large, immediate redemptions.