Exhibit 4.1
INLAND REAL ESTATE INCOME TRUST, INC.
FIFTH AMENDED AND RESTATED SHARE REPURCHASE PROGRAM
The Board of Directors (the “Board”) of Inland Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), has adopted this Fifth Amended and Restated Share Repurchase Program (this “Repurchase Program”) to permit and authorize the Company to repurchase shares of its common stock, par value $0.001 per share (the “Shares”), subject to the terms, conditions and limitations set forth herein. The terms on which the Company may repurchase Shares may differ between repurchases upon the death or “Qualifying Disability” (as hereinafter defined) of a beneficial owner of Shares (“Exceptional Repurchases”) and all other repurchases (“Ordinary Repurchases”).
The effective date of this Repurchase Program is December 27, 2023.
(ii) acquired the applicable Shares directly from the Company or received the Shares through a non-cash transaction. Subject to Section 6 hereof, a Requesting Party may elect to participate in this Repurchase Program with respect to all or a designated portion of the Requesting Party’s Shares. In the event that a Requesting Party is requesting the repurchase of all of his, her or its Shares, the Company may waive the Holding Period for Shares purchased under the Company’s
Distribution Reinvestment Plan, as may be amended from time to time (the “DRP”).
(ii) acquired the Shares directly from the Company or received the Shares through a non- cash transaction. The Company must receive a written request for an Exceptional Repurchase upon death pursuant to Section 8(a) from: (A) the estate of the Owner; (B) the recipient of the Shares through bequest or inheritance, even where the recipient subsequently registered the Shares in his, her or its own name; or (C) in the case of the death of an Owner who purchased Shares and held those Shares through a trust, the beneficiary of the trust, even where the beneficiary subsequently registered the Shares in his, her or its own name, or, with respect to a revocable grantor trust, the trustee of that trust. The Company must, however, receive the written request within one year after the death of the Owner. Any request not received within the one-year period will not be eligible to be treated as an Exceptional Repurchase, but instead will be treated as an Ordinary Repurchase.
Notwithstanding the above:
If persons are joint registered holders of Shares, the request to repurchase the Shares may be made if either of the registered holders dies. For the avoidance of doubt, if the Owner was not a natural person, such as a partnership, corporation or other similar entity, the right to an Exceptional Repurchase upon death does not apply.
Notwithstanding the above:
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If persons are joint registered holders of Shares, the request to repurchase the Shares may be made if either of the registered holders has a Qualifying Disability. For the avoidance of doubt, if the Requesting Party is not a natural person, such as a partnership, corporation or other similar entity, the right to an Exceptional Repurchase upon Qualifying Disability does not apply.
U.S. Office of Personnel Management or the agency charged with responsibility for administering CSRS benefits at that time if other than the U.S. Office of Personnel Management; or
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Any Requesting Party whose request has been partially accepted by the Company in a particular calendar quarter shall have the remainder of the request included with all new Exceptional Repurchase, Ordinary Repurchase or Remaining Balance Repurchase requests, as applicable, received by the Company in the immediately following calendar quarter, unless the request is withdrawn pursuant to Section 8(d).
The repurchase request must state the name of the person or entity who beneficially owns, or owned, the Shares and the number of Shares requested to be repurchased. In the case of a request for an Exceptional Repurchase upon the death of an Owner, the Requesting Party also must include, with the repurchase request, evidence of the death of the Owner (which includes the date of death). In the case of a request for an Exceptional Repurchase upon a Qualifying Disability, the Requesting Party must also include, with the repurchase request:
(i) the stockholder’s initial application for disability benefits; and (ii) a Social Security
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Administration Notice of Award, a U.S. Office of Personnel Management determination of disability under CSRS, a Department of Veterans Affairs record of disability-related discharge or such other documentation issued by an Applicable Governmental Agency that would demonstrate an award of the disability benefit.
To be effective in a particular calendar quarter, SS&C must receive a repurchase request at least five (5) business days prior to the end of the applicable calendar quarter.
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