8-K

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) September 12, 2023

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 7.01 - Regulation FD Disclosure.

On September 12, 2023, JLL Income Property Trust issued a press release announcing that it has fully subscribed JLLX Ardenwood. A $90 million, two-property life sciences portfolio located in Fremont, California structured as a Delaware Statutory Trust.

The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Current Report is furnished pursuant to Item 7 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This information will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation FD.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release issued by JLL Income Property Trust on September 12, 2023 announcing that it has fully subscribed JLLX Ardenwood.

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: September 13, 2023

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued by JLL Income Property Trust on September 12, 2023 announcing that it has fully subscribed JLLX Ardenwood.

EX-99.1

News Release

JLL Income Property Trust Fully Subscribes

$90 Million Life Sciences DST

Chicago (September 12, 2023) – JLL Income Property Trust, an institutionally-managed daily NAV REIT (NASDAQ: ZIPTAX; ZIPTMX; ZIPIAX; ZIPIMX) with $7 billion in portfolio assets, announced today that it has fully subscribed JLLX Ardenwood, DST. The $90 million, two-property life sciences portfolio, located in Fremont, California, was structured as a Delaware Statutory Trust designed to provide 1031 exchange investors the opportunity to reinvest proceeds from the sale of appreciated real estate, while also deferring taxes, maintaining their allocation to real estate and enjoying the opportunity to realize long-term appreciation in a tax efficient manner.

“We are pleased to have fully subscribed JLLX Ardenwood, DST,” said Drew Dornbusch, Head of JLL Exchange. “We continue to see strong demand from 1031 exchange investors and their financial advisors, as demonstrated by the successful syndication of this $90 million offering.”

“Life science properties in the Bay Area are among the strongest performing in the medical/healthcare sector, with demand significantly outpacing supply. With a weighted average lease term of more than six years, the Ardenwood properties provide our investors a durable stream of income from Class A real estate leased to strong, creditworthy tenants,” said Allan Swaringen, President and CEO of JLL Income Property Trust. “Wealth management firms and their property owner clients who participated in the JLLX Ardenwood, DST offering recognized the high-quality real estate, the benefits of our institutional management, and the investor-friendly structure of our JLL Exchange platform.”

Since launching the program in 2020, JLL Exchange has provided investors with more than $1 billion of like kind exchange interests through 19 DST offerings to property owners seeking to reinvest proceeds from their sale of appreciated investment real estate in a tax efficient manner. JLL Income Property Trust has completed 9 full cycle 721 UPREIT transactions totaling more than $680 million to date.

For more information on JLL Income Property Trust, please visit our website at www.jllipt.com.

###

About JLL Exchange

The JLL Exchange program offers private placements through the sale of interests in Delaware Statutory Trusts (DSTs) holding real properties. For more information, visit www.jllexchange.com.

About JLL Income Property Trust, Inc. (NASDAQ: ZIPTAX; ZIPTMX; ZIPIAX; ZIPIMX),

JLL Income Property Trust, Inc. is a daily NAV REIT that owns and manages a diversified portfolio of high quality, income-producing residential, industrial, grocery-anchored retail, healthcare and office properties located in the United States. JLL Income Property Trust expects to further diversify its real estate portfolio over time, including on a global basis. For more information, visit www.jllipt.com.

About LaSalle Investment Management

LaSalle Investment Management is one of the world's leading real estate investment managers. On a global basis, LaSalle manages approximately $78 billion of assets in private and public real estate property and debt investments as of June 30, 2023. LaSalle's diverse client base includes public and private pension funds, insurance companies, governments, corporations, endowments and private individuals from across the globe. LaSalle sponsors a complete range of investment vehicles including separate accounts, open- and closed-end funds, public securities and entity-level investments. For more information, please visit www.lasalle.com.

Valuations, Forward Looking Statements and Future Results

This press release may contain forward-looking statements with respect to JLL Income Property Trust. Forward-looking statements are statements that are not descriptions of historical facts and include statements regarding management’s intentions, beliefs, expectations, research, market analysis, plans or predictions of the future. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements. Past performance is not indicative of future results and there can be no assurance that future dividends will be paid.

Contacts:

Scott Sutton

LaSalle Investment Management

Telephone: +1 224 343 5538

Email: scott.sutton@lasalle.com

Doug Allen

Dukas Linden Public Relations

Telephone: +1 646 722 6530

Email: JLLIPT@DLPR.com

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