ThZeal - The Zeal

jllip-20241105

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) November 5, 2024

JLL Income Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland

000-51948

20-1432284

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS employer
Identification No.)

333 West Wacker Drive, Chicago, IL

60606

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (312) 897-4000

N/A

(Former name or former address, if changed since last report)

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

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 3.02 - Unregistered Sales of Equity Securities.

On November 5, 2024, JLL Income Property Trust, Inc., a Maryland corporation (the “Company”), entered into a subscription agreement with Jones Lang LaSalle Co-Investment, Inc., an affiliate of the Company’s sponsor and advisor, to sell $100,000,000 worth of the Company’s Class D common stock (the “Shares”). The offer and sale of the Shares is exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) because it was not part of any public offering. The Shares will be purchased no later than March 31, 2025 at a price per Share equal to the publicly reported net asset value on the date of purchase . The Shares will be subject to a three-year lock-up from the purchase date and will thereafter be eligible for repurchase on a quarterly basis in an amount up to $12,500,000. The Shares will not be subject to, nor eligible for repurchase under, the terms of the Company’s share repurchase plan.

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.


JLL INCOME PROPERTY TRUST, INC.

By:			/s/ Gregory A. Falk
			Name: Gregory A. Falk
			Title: Chief Financial Officer and Treasurer

Date: November 8, 2024