v3.26.1
Redeemable Equity Instruments
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Redeemable Equity Instruments Redeemable Equity Instruments
Class N Redeemable Common Stock
The following table details the movement in our Class N redeemable common stock activity with MassMutual for the three and six months ended June 30, 2026 and 2025:
Total
Balance at December 31, 202515,222,610 
Distribution reinvestment196,229 
Balance at March 31, 202615,418,839 
Distribution reinvestment198,888 
Balance at June 30, 202615,617,727 
Balance at December 31, 202414,466,761 
Distribution reinvestment182,884 
Balance at March 31, 202514,649,645 
Distribution reinvestment187,401 
Balance at June 30, 202514,837,046 
For the three and six months ended June 30, 2026 and 2025, we did not record any fair value adjustments to the value of the Class N shares held by MassMutual.
On May 22, 2026, we and MassMutual entered into Amendment No. 3 (the “Amendment”) to the Subscription Agreement which amended the Subscription Agreement to modify MassMutual’s repurchase rights as described below.
MassMutual committed and fully funded $400.0 million of Class N common stock in our Private Offerings. The Amendment extended the commencement date of our obligation to make monthly repurchases of MassMutual’s shares from January 1, 2026 to April 1, 2028, and revised the amount of shares required to be repurchased in any month. Pursuant to the Amendment, the amount (based upon aggregate repurchase price) of Class N shares that we are required to repurchase from MassMutual in any month will be equal to (a) the sum of 100% of Net Flows (as defined below) to us from the sale of shares of common stock to Invesco Global Property Plus Fund (“IGP+”), plus (b) between 50% and 100% (in our discretion) of Net Flows to us from the sale of shares of common stock to persons other than IGP+, less (c) the aggregate repurchase price paid by us to satisfy repurchase requests made under our share repurchase plan, if any, effective as of the last day of the prior month. In any month, MassMutual may choose to waive our obligation to repurchase shares. We are required to continue repurchasing shares until we have repurchased $200.0 million. We are required to limit repurchases to ensure that the aggregate NAV of MassMutual shares is at least $50.0 million.
The Amendment extended the commencement of MassMutual’s right to request repurchases of its shares from January 1, 2026 to April 1, 2028 and revised the amount of shares it may request to be repurchased in any month. As revised, the amount (based upon aggregate repurchase price) of Class N shares that we are required to repurchase in any month upon MassMutual’s request will be limited to no more than the lesser of (a) 15% of Net Flows to us from the sale of shares of common stock and securities convertible into shares of common stock to persons other than MassMutual and its affiliates in the month immediately preceding the month in which MassMutual makes a repurchase request less the aggregate repurchase price paid by us to satisfy repurchase requests made under our share repurchase plan, if any, effective as of the last day of the month immediately preceding the month in which MassMutual makes a repurchase request, and (b) 1.5% of our aggregate net asset value as of the last day of the month immediately preceding the month in which MassMutual makes a repurchase request.
Net Flows means, for any month, (i) gross proceeds to us from the sale of shares of common stock effective as of the first calendar day of that month, net of all applicable upfront selling commissions and dealer manager fees, less (ii) the aggregate repurchase price paid by us to satisfy repurchase requests made under the share repurchase plan, if any, effective as of the last day of the prior month.
Prior to the Amendment, MassMutual had elected to forgo automatic monthly repurchases through May 1, 2026, and did not exercise the right to request repurchases.
Exchange Rights and Registration Agreement
We have entered into an exchange rights and registration agreement with MassMutual (the “Registration Rights Agreement”). After September 28, 2025, MassMutual may require us to exchange all or a portion of its Class N shares for any class of shares of our common stock being sold in the Primary Offering and file and maintain an effective registration statement with the SEC (for no longer than three years) registering the offer and sale of the new shares issued in the exchange. As of June 30, 2026, MassMutual has not made a request to exchange its Class N shares. MassMutual’s rights under the Registration Rights Agreement will terminate when its shares of our common stock have an aggregate NAV of less than $20.0 million.
Redeemable Non-controlling Interest in INREIT OP
In connection with its performance participation interest, Invesco REIT Special Limited Partner L.L.C. (the “Special Limited Partner”) holds Class E units in INREIT OP. See Note 18 — “Related Party Transactions” for further details of the Special Limited Partner’s performance participation interest. Because the Special Limited Partner has the ability to redeem its Class E units for cash at its sole discretion, we have classified these Class E units as redeemable non-controlling interest in INREIT OP on our condensed consolidated balance sheets. For the three and six months ended June 30, 2026, we did not record an adjustment to redeemable non-controlling interest in INREIT OP or additional paid-in capital to adjust the value of the Class E units in INREIT OP held by the Special Limited Partner to our June 30, 2026 NAV per Class E unit in INREIT OP. For the three and six months ended June 30, 2025, we recorded a decrease to redeemable non-controlling interest in INREIT OP and an increase to additional paid-in capital of approximately $35,000 to adjust the value of the Class E units in INREIT OP held by the Special Limited Partner to our June 30, 2025 NAV per Class E unit in INREIT OP.
The following table details the non-controlling interest activity related to the Special Limited Partner:
Three Months Ended June 30,Six Months Ended June 30,
in thousands2026202520262025
Common stock repurchased$— $(859)$— $(1,724)
Net income (loss)(1)37 (1)55 
INREIT OP unit distributions(2)(8)(2)(30)
Issuance of Class E OP Units to non-controlling interests— — 150 — 
Adjustment to carrying value of redeemable equity instruments— (35)— (35)
As of June 30, 2026, distributions payable to the Special Limited Partner were approximately $1,000. As of December 31, 2025, there was no distribution payable to the Special Limited Partner as the Class E units were fully repurchased.