The amendment also resets monthly repurchase caps for the REIT’s $400 million anchor investor and refreshes the Washington state suitability standard taking effect June 1.

May 26, 2026

Invesco Real Estate Income Trust has pushed back the start of MassMutual’s contractual repurchase rights by more than two years, the company disclosed in a prospectus supplement dated May 22, 2026.

Under Amendment No. 3 to the subscription agreement between INREIT and MassMutual, the commencement of MassMutual’s monthly repurchase rights — covering both the automatic repurchase program and MassMutual’s separate right to request repurchases — has been extended from January 1, 2026 to April 1, 2028. The amendment also revises the maximum number of MassMutual shares that may be repurchased in any single month.

MassMutual originally committed $400 million to INREIT’s Class N Private Offering and fully funded that commitment by the end of 2022, making it the trust’s anchor institutional investor. INREIT is part of a broader stable of Invesco-sponsored real estate vehicles that includes Invesco Commercial Real Estate Finance Trust, the commercial-mortgage-focused sister fund that recently reported a $1.26 billion net asset value.

According to the supplement, MassMutual had previously elected to forgo automatic monthly repurchases through May 1, 2026, and has not exercised any right to request repurchases through the date of the disclosure. The amendment essentially formalizes a continuation of the existing status quo for nearly two additional years before the contractual unwind mechanism begins.

How the automatic repurchase mechanic will work

Starting April 1, 2028, INREIT will be required to repurchase MassMutual’s Class N shares on a monthly basis at a price equal to the prevailing NAV per Class N share, continuing until the company has bought back at least $200 million worth of MassMutual stock. The repurchase total is measured net of any additional shares MassMutual acquires in the interim.

The monthly repurchase volume is tied directly to INREIT’s ongoing capital-raising activity. The amount equals:

• 100% of the prior month’s net proceeds from sales of common stock to the Invesco Global Property Plus Fund — a sub-fund of Invesco Global Real Estate Fund FCP-RAIF, managed by an affiliate of INREIT’s adviser; plus
• Between 50% and 100%, at INREIT’s discretion, of net proceeds from sales to all other investors; less
• Any repurchase amounts already paid out under INREIT’s standard Share Repurchase Plan during the prior month.

To preserve a meaningful float, the supplement establishes a floor: monthly repurchases must be limited as needed to keep the aggregate NAV of MassMutual’s holdings from falling below $50 million. MassMutual also retains the option to skip any given monthly repurchase, giving it flexibility to manage its own exposure as conditions evolve.

Discretionary repurchase requests

Separately, and also beginning April 1, 2028, MassMutual gains the right to actively request that INREIT repurchase additional Class N shares on a monthly basis at NAV. The discretionary requests are subject to a series of stacked limits designed to protect the company’s liquidity.

In any single month, INREIT’s repurchase obligation will be capped at the lesser of:

1. 15% of the prior month’s net proceeds from common stock sales to investors other than MassMutual and its affiliates, further reduced by any repurchases already paid under the regular Share Repurchase Plan; or
2. 1.5% of INREIT’s aggregate NAV as of the end of the preceding month.

The agreement also sets two broader ceilings. No more than $150 million of MassMutual stock can be repurchased in any single calendar year, and no monthly repurchase can exceed 100% of net proceeds from common stock sales during that month. MassMutual is permitted to revoke a pending repurchase request in writing at any point before the repurchase date.

Because the repurchase price is tied to NAV, the supplement specifies that the price can never fall below the NAV per share for the month immediately preceding the repurchase month — a mechanical floor that protects MassMutual from intra-month NAV swings.

Washington suitability standard refreshed

The supplement also updates state-level suitability rules for Washington investors, effective at the close of business on June 1, 2026. Going forward, Washington investors’ combined investment in INREIT and other non-traded direct participation programs cannot exceed 10% of their liquid net worth at the time of investment.

The 10% concentration cap does not apply to amounts invested through INREIT’s distribution reinvestment plan, nor to accredited investors as defined under Rule 501(a) of Regulation D of the Securities Act. The Washington update brings the state’s standard in line with similar 10% concentration limits applied in roughly two dozen other jurisdictions, including Alabama, Arkansas, Iowa, Kentucky, Maine, Massachusetts, Missouri, Nebraska, New Mexico, Ohio, Oregon, Pennsylvania, Puerto Rico, Tennessee, and Vermont.

New subscription agreement form

Alongside the suitability change, INREIT is replacing the Form of Subscription Agreement attached as Appendix B to the prospectus with a new form, also effective June 1. The updated agreement covers Class T, S, D, I, and E shares, with the following minimums:

• $2,500 minimum initial investment for Class D, S, T, and E shares
• $1 million minimum for Class I shares, subject to waiver
• $500 minimum for additional investments across all classes

The form confirms that all stockholders are automatically enrolled in INREIT’s distribution reinvestment plan unless they opt out — though residents of 16 states, including Alabama, California, Kentucky, Maryland, Massachusetts, New Jersey, Ohio, Oregon, Tennessee, Vermont, and Washington, must instead affirmatively opt in. New Jersey investors received additional dedicated disclosures regarding upfront selling commissions and dealer manager fees of up to 3.50%, ongoing stockholder servicing fees of up to 0.85% per annum, and the company’s reimbursement obligations to Invesco Advisers, Inc. for advanced organization and offering expenses.

Why it matters

For investors and advisors tracking non-traded REITs, the structure of an anchor investor’s exit pathway is a meaningful piece of the liquidity puzzle. By pushing MassMutual’s repurchase rights out to 2028 and tying the eventual monthly repurchase volume directly to ongoing fundraising, INREIT effectively links MassMutual’s wind-down to the trust’s continued capital formation. That structure limits the prospect of forced sales or liquidity strain in a still-elevated rate environment, while preserving a baseline NAV floor for the anchor stake.

The supplement is part of, and should be read in conjunction with, the prospectus dated April 10, 2026. Subscribers must receive the final prospectus at least five business days before a sale can be completed.