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Federal and state securities laws prohibit the purchase or sale of the securities of Invesco Real Estate Income Trust Inc. (including any subsidiaries thereof, the “Company”) anywhere in the world by persons who are aware of Material Nonpublic Information (as defined herein) about the Company. These laws also prohibit persons who are aware of such Material Nonpublic Information from disclosing this information to others who may trade on the basis thereof. The Board of Directors of the Company (the “Board”) has adopted this policy statement (this “Policy”) both to support the Company’s obligation to prevent insider trading by all personnel and to help Company personnel avoid the severe consequences associated with violations of insider trading laws. This Policy is also intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Company. In addition, it is the policy of the Company to comply with all applicable securities laws when transacting in its own securities. It is important to note that this Policy imposes restrictions that are in addition to, and not in lieu of, any other applicable pre-clearance and reporting requirements established by the Company.

•any family members of a Covered Person who reside with such Covered Person (including a child away at college), anyone else who lives in such Covered Person’s household, and any family members who do not live in such Covered Person’s household but whose transactions in the Company’s securities are directed by such Covered Person or are subject to a Covered Person’s influence or control (collectively, “Covered Family Members”); and

You are responsible for the transactions of your Covered Family Members and controlled entities, and you should therefore make them aware of the need to confer with you before they trade in the Company’s securities. You should treat all such transactions for purposes of this Policy and applicable securities laws as if the transactions were for your own account.

This Policy applies to transactions in the Company’s securities, including the Company’s common and preferred stock, gifts of the Company’s securities, any options to purchase common stock, and any other type of securities that the Company may issue, including convertible securities and warrants, debt securities such as debentures, bonds and notes, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call options and swaps relating to the Company’s securities.

Company-Imposed Sanctions. The failure of a Covered Person to comply with this Policy may subject such Covered Person to sanctions by the Company, up to and including dismissal for cause, whether or not the failure to comply results in a violation of applicable law.

•buy or sell securities of the Company (including the Company’s common and preferred stock, any options to purchase common stock, and any other type of securities that the Company may issue), other than as expressly exempted by this Policy, or engage in any other action to take personal advantage of the Material Nonpublic Information;

•disclose such Material Nonpublic Information to persons within the Company whose jobs do not require them to have that information, or to others outside the Company (including family and friends), unless such disclosure is made in accordance with the Company’s policies regarding the protection or authorized disclosure of information; or

In addition, it is the policy of the Company that no Covered Person who, in the course of working for the Company, learns of Material Nonpublic Information about another company (such as an issuer of securities included in the Company’s portfolio, clients or vendors of the Company or a company with which the Company may be negotiating a major transaction such as an acquisition, investment or sale) may trade in that other company’s securities or tip the information to others until the information becomes public or is no longer material. Information that is not material to the Company may nevertheless be material to one of those other companies.

Unless you have been provided guidance to the contrary from the Legal and Compliance Department, you may not trade in the Company’s securities while you are aware of Material Nonpublic Information even if you believe that the information has not influenced your trading decision—in other words, even if you would have traded without having the information.

Transactions that may be necessary or that may appear justifiable for independent reasons (such as the need to raise money for an emergency expenditure or because they are small transactions) are not excepted from this Policy. The securities laws do not recognize such mitigating circumstances, and in any event even the appearance of an improper transaction must be avoided in order to preserve the Company’s reputation for adhering to the highest standards of ethical conduct.

When Information is “Material.” “Material” information is any information that a reasonable investor would consider important in making a decision to buy, hold or sell securities. Any information that could reasonably be expected to affect the Company’s stock price (assuming the Company’s stock was listed on a securities exchange), whether it is positive or negative, should also be considered material. Some examples of information that ordinarily would be regarded as material are:

When Information is “Public.” Information is considered to be available to the public only after it has been widely disseminated to the marketplace (e.g., by press release, webcast conference or an SEC filing). By contrast, information would likely not be considered widely disseminated to the marketplace (i.e., “Nonpublic”) if it is available only to the Company or the Adviser’s employees, or if it is available only to a select group of analysts, brokers and institutional investors. Once information has been widely disseminated, it is still necessary to afford the investing public with sufficient time to absorb the information. To avoid the appearance of impropriety, and as a general rule, information should not be considered fully absorbed by the marketplace until after the second full business day after the information is released.

The Pre-clearance Group (as defined in the Addendum attached hereto) may not engage in any transaction involving Company securities (including a stock plan transaction or a gift of securities) without first obtaining pre-clearance of the transaction in accordance with the pre-clearances procedures set forth in the Addendum.

Restricted Stock Awards / Restricted Stock Units. This Policy does not apply to the vesting of restricted stock or restricted stock units, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock or restricted stock units. This Policy does apply, however, to any market sale of shares resulting from the vesting of restricted stock or restricted stock units.

Direct Stock Purchase and Dividend Reinvestment Plan. This Policy does not apply to purchases of Company shares resulting from (i) your reinvestment of dividends or distributions paid on Company securities, or (ii) regular automatic debit transactions, under any Company or broker-sponsored dividend or distribution reinvestment plan (“DRIP”). This Policy does apply, however, to voluntary purchases of Company shares resulting from additional contributions you choose to make to any such DRIP, and to your election to participate in the DRIP or to increase or decrease your level of participation in the DRIP. This Policy also applies to your sale of any Company shares purchased pursuant to the DRIP.

The Company considers it improper and inappropriate for Covered Persons to engage in short-term or speculative transactions in the Company’s securities or in certain other types of transactions that may lead to inadvertent violations of the insider trading laws or create the appearance of improper conduct. Accordingly, your trading in Company securities is subject to the following additional restrictions.

•Standing Orders. Standing orders (other than orders pursuant to a pre-approved trading plan that complies with SEC Rule 10b5-1) should be used only for a very brief period of time (not longer than one business day). A standing order placed with a broker to sell or purchase stock at a specified price leaves you with no control over the timing of the transaction. A standing order transaction executed by the broker when you are aware of Material Nonpublic Information may result in unlawful insider trading.

•Margin Accounts and Pledges. Securities held in a margin account or pledged as collateral for a loan may be sold without your consent by the broker if you fail to meet a margin call or by the lender in foreclosure if you default on the loan. Because a margin or foreclosure sale may occur at a time when you are aware of Material Nonpublic Information or otherwise are not permitted to trade in Company securities, you are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan. An exception to this prohibition may be granted where you wish to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrate the financial capacity to repay the loan without resort to the pledged securities. If you wish to pledge Company securities as collateral for a loan, you must submit a request for approval to the Legal and Compliance Department at least two weeks prior to the proposed execution of documents evidencing the proposed pledge.

•Broker Discretionary Accounts. Certain accounts known as “broker discretionary accounts” or “managed accounts” allow a broker, rather than the account holder, discretion over trading of securities within the account. Because a purchase or sale of Company securities may occur in such an account at a time when you are aware of Material Nonpublic Information or otherwise are not permitted to trade in Company securities, you are required to direct any broker who has been granted discretionary power over your account not to purchase or sell Company securities within such an account.

•Hedging Transactions. Hedging or monetization transactions, such as zero-cost collars and forward sale contracts, involve the establishment of a short position in the Company’s securities and limit or eliminate your ability to profit from an increase in the value of the Company’s securities. Therefore, you are prohibited from engaging in any hedging or monetization transactions involving Company securities.

Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Legal and Compliance Department. Do not try to resolve uncertainties on your own because the rules relating to insider trading are often complex, not always intuitive and carry severe consequences.

The Company’s Board of Directors has adopted this Addendum to the Company’s Insider Trading Policy (this “Addendum”) to help prevent inadvertent violations of the U.S. federal securities laws and to avoid even the appearance of trading the Company’s securities on inside information. This Addendum is in addition to and supplements the Policy. Defined terms used in this Addendum have the meanings set forth in the Policy.

The members of the Pre-clearance Group who are subject to this Addendum are listed on the attached Schedule I. The Company may from time to time designate other positions that are subject to this Addendum and will amend Schedule I from time to time as necessary to reflect such changes. The Legal and Compliance Department will maintain Schedule I and will periodically inform Covered Employees whose names have been added to or deleted from the list.

The Pre-clearance Group may not engage in any transaction involving Company securities (including a stock plan transaction or gift of securities) at any time without first obtaining pre-clearance of the transaction in accordance with the pre-clearances procedures set forth in this Addendum. Requests for pre-clearance by members of the Pre-clearance Group (including requests on behalf of their respective Covered Family Members) must be made to the Legal and Compliance Department and should be submitted at least two (2) business days in advance of the proposed transaction. These pre-clearance procedures are in addition to any regular pre-clearance procedures administered by the Legal and Compliance Department. The Legal and Compliance Department is under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the transaction.

Trades by members of the Pre-clearance Group in the Company’s securities that are executed pursuant to an SEC Rule 10b5-1 plan approved by the Company are not subject to the prohibition on trading on the basis of material nonpublic information contained in the Insider Trading Policy.

Rule 10b5-1 provides an affirmative defense from insider trading liability under the federal securities laws for trading plans that meet certain requirements. In general, a Rule 10b5-1 plan must be entered into before a person is aware of material nonpublic information, may not be entered into during a blackout period, and must either specify (including by formula) the amount, pricing and timing of transactions in advance or delegate discretion on those matters to an independent third party. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade.

1.Pre-Approval. For a Rule 10b5-1 plan to meet the affirmative defense, a number of requirements must be satisfied. Accordingly, the Company requires that all Rule 10b5-1 Plans be approved in writing in advance by the Legal and Compliance Departments and conform to the Company’s guidelines with respect to such plans.

2.Material Nonpublic Information and Trading Blackouts. An individual desiring to enter into a Rule 10b5-1 Plan must act in good faith and enter into the plan at a time when he or she is not aware of any material nonpublic information about the Company or otherwise subject to a trading blackout.

3.Cooling-Off Period. Each Rule 10b5-1 Plan must provide for a cooling-off period prior to the commencement of trading thereunder. If you are a member of the Pre-clearance Group, the cooling-off period must expire no earlier than the later of (i) ninety (90) days following adoption of the plan or (ii) two (2) business days after the filing of the Company’s Form 10-K or Form 10-Q that includes financial results for the quarter during which the Rule 10b5-1 Plan was adopted, subject to a maximum cooling-off period of one hundred twenty (120) days after adoption of the Rule 10b5-1 Plan. If you are not a member of the Pre-clearance Group, the cooling-off period must be at least thirty (30) days after adoption of the Rule 10b5-1 Plan. In addition, in the event of any modification or change to the amount, price or timing of a trade under a 10b5-1 Plan, a new cooling-off period as described above will be required between such modification or change and the first possible transaction under such revised plan or any new plan.

4.No Multiple Overlapping Plans. No person entering into a Rule 10b5-1 Plan may have a separate Rule 10b5-1 Plan outstanding, except a person may (i) use multiple brokers to effect transactions that, when taken together, satisfy the requirements for a Rule 10b5-1 Plan, (ii) maintain another Rule 10b5-1 Plan so long as transactions under the later-commencing plan cannot begin until after all transactions under the earlier-commencing plan have been completed or expire without completion and the applicable cooling-off period is satisfied, treating the termination of the earlier-commencing plan as the date of adoption of the later-commencing plan, or (iii) adopt a second plan that only allows sales that are necessary to satisfy tax withholding obligations that arise from the vesting of a compensatory award and such person does not exercise control over the timing of such sales.

6.Certification. Members of the Pre-clearance Group must include a representation in the Rule 10b5-1 Plan certifying that, on the date of adoption of the plan, such individual is not aware of material nonpublic information about the Company or its securities and such individual is adopting the Rule 10b5-1 Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Exchange Act Section 10(b) and Exchange Act Rule 10b-5.

7.Amendment, Suspension or Termination of a Rule 10b5-1 Plan. Amendments, suspensions, and terminations of an existing Rule 10b5-1 Plan will be viewed in hindsight and could call into question whether the Rule 10b5-1 Plan was entered into in good faith. As a result, amendments, suspensions, and terminations of Rule 10b5-1 Plans require preapproval by the Legal and Compliance Departments, which will inquire into the change in circumstances that has occurred since the inception of the plan that is giving rise to the requested amendment, suspension, or termination. Scheduled sales or purchases of securities pursuant to the existing Rule 10b5-1 Plan will not be halted during the pendency of the review of the amendment, suspension, or termination request. The Company has the right at any time to require additional and/or different requirements in connection with the amendment, suspension, or termination of a trading plan. Further, a Rule 10b5-1 Plan may be terminated or suspended by the Company at any time and for any reason.

8.Disclosures. The Company will be required to make certain quarterly disclosures, in accordance with Rule 10b5-1, regarding any adoption, modification or termination of a Rule 10b5-1 Plan by a member of the Pre-clearance Group. In addition to the pre-clearance requirements above, upon the occurrence of any such adoption, modification or termination, such persons are required to furnish the Legal and Compliance Departments, within two business days, a final executed copy of, and any amendments to, such Rule 10b5-1 Plan, and any other information reasonably requested by the Compliance or Legal Departments.

If you are aware of Material Nonpublic Information when you terminate service as a director, officer or other employee of the Company or the Adviser or one of its affiliates, you may not trade in Company securities until that information has become public or is no longer material. In all other respects, the procedures set forth in this Addendum will cease to apply to transactions in Company securities upon the expiration of any blackout period that is applicable at the time of a person’s termination of service.