Private company

Highlands REIT, Inc.

Highlands REIT, Inc. is an American real estate investment trust based in Oak Brook.2

Last updated Oct 21, 2026.

Overview

  • IndustryReal Estate Investment Trusts2
  • HeadquartersOak Brook, United States2
  • Incorporated inMD3
  • Business address1 South Dearborn Street, 20Th Floor, Chicago, Il 606033
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formINCORPORATED2
  • LEI54930002EUSV4IO386302
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O The Corporation Trust Incorporated, 21201 Baltimore, United States2

This inherited portfolio of “non-core” investment properties, which were acquired by InvenTrust between 2005 and 2008, included investment properties that were special use, single-tenant or build-to-suit; faced unresolved legal issues; undesirable locations or weak markets or submarkets; aging or functionally obsolete; and/or sub-optimal leasing metrics. Certain of our investment properties are retail properties located in tertiary markets, which are particularly susceptible to the negative trends affecting retail real estate. Such investment properties are difficult to lease, finance and refinance and are relatively illiquid compared to other types of real estate properties. These factors also significantly limit our “non-core” investment property disposition options, impact the timing of such dispositions and restrict the viable options available to the Company for future potential liq…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-12.4%Operating margin6
-29.7%Net margin6
3.7%Revenue growth, 20256
-5.7%Return on equity6
0.62×Debt to equity6

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs81¢$30.2M
  • Interest19¢$7.2M

Out of $37.4M in revenue.6 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Share buybacks100¢$1.9M

Out of $1.4M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.6

Financial statements

Revenue789106$37.4M in 2025+29% since 2020
0$10.0M$20.0M$30.0M$40.0M2020: $28.9M$28.9M20202021: $28.6M$28.6M2021−1%2022: $31.4M$31.4M2022+10%2023: $31.0M$31.0M2023−1%2024: $36.1M$36.1M2024+16%2025: $37.4M$37.4M2025+4%
Operating income11789106-$4.7M in 2025
-$30.0M-$20.0M-$10.0M0$10.0M2019: $7.1M$7.1M20192020: -$29.4M-$29.4M20202021: -$9.8M-$9.8M2021−67%2022: -$5.1M-$5.1M2022−48%2023: -$6.6M-$6.6M2023+28%2024: -$1.5M-$1.5M2024−78%2025: -$4.7M-$4.7M2025+219%
Net income11789106-$11.1M in 2025
-$40.0M-$30.0M-$20.0M-$10.0M0$10.0M2019: $4.8M$4.8M20192020: -$33.6M-$33.6M20202021: -$13.0M-$13.0M2021−61%2022: -$7.7M-$7.7M2022−41%2023: -$10.3M-$10.3M2023+34%2024: -$1.0M-$1.0M2024−90%2025: -$11.1M-$11.1M2025+1004%
Fiscal year2019202020212022202320242025
Revenue$28.9M7$28.6M8$31.4M9$31.0M10$36.1M6$37.4M6
Cost of revenue$7.5M14
Operating expenses$38.5M8$36.5M9$37.5M10$37.5M6$42.1M6
Operating income$7.1M11-$29.4M7-$9.8M8-$5.1M9-$6.6M10-$1.5M6-$4.7M6
Interest$3.9M11$4.5M7$3.3M8$2.7M9$5.1M10$7.6M6$7.2M6
Income tax$014
Net income$4.8M11-$33.6M7-$13.0M8-$7.7M9-$10.3M10-$1.0M6-$11.1M6
Earnings per share-$0.047-$0.018-$0.019-$0.0110$0.006-$0.026
Earnings per share (diluted)-$0.047-$0.018-$0.019-$0.0110$0.006-$0.026
Shares (weighted, basic)881.4M shares8885.5M shares9877.0M shares10722.0M shares6720.7M shares6
Shares (weighted, diluted)881.4M shares8885.5M shares9877.0M shares10722.0M shares6720.7M shares6

Compare Highlands REIT, Inc. with another company

Corporate structure

Highlands REIT, Inc. sits at the top of its group. 23 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

  • Highlands REIT, Inc. Oak Brook, Illinois, United States
    • 1560 Downing LLC Subsidiary · Delaware, United States
    • 1620 Central LLC Subsidiary · Delaware, United States
    • 355 Trimble Owner, LLC Subsidiary · Delaware, United States
    • 455 Trimble Owner, LLC Subsidiary · Delaware, United States
    • Champa Street Lofts, LLC Subsidiary · Delaware, United States
    • Detroit Street Denver LLC Subsidiary · Delaware, United States
    • Highlands Property Management, LLC Subsidiary · Delaware, United States
    • HRI Vue Venture LLC Subsidiary · Delaware, United States
    • IA Orlando Palazzo, L.L.C. Subsidiary · Delaware, United States
    • IVT PPD Hudson Associates, L.L.C. Subsidiary · Delaware, United States
    • MB Bloomsburg Buckhorn, LLC Subsidiary · Delaware, United States
    • MB Columbus Hilliard, L.L.C. Subsidiary · Delaware, United States
    • MB Evanston Sherman, L.L.C. Subsidiary · Delaware, United States
    • MB REIT (Florida), Inc. Subsidiary · Florida, United States
    • Tennyson 44 Owner LLC Subsidiary · Delaware, United States
    • The Lafayette Denver, LLC Subsidiary · Delaware, United States
    • The Muse Owner LLC Subsidiary · Delaware, United States
    • The Q Lofts Owner LLC Subsidiary · Delaware, United States
    • The Q Lofts Unit 1 Owner LLC Subsidiary · Delaware, United States
    • The Sterling Owner LLC Subsidiary · Delaware, United States
    • The View Owner LLC Subsidiary · Delaware, United States
    • Trimble-Junction Ventures, LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC. Each entity in the chart links to its source.

What it owns

What Highlands REIT, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$83.8M6 Dec 31, 2025$83.8M6 Dec 31, 20240%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$284.3M6 Dec 31, 2025$289.4M6 Dec 31, 2024−1.7%
Real estate investments, at cost$382.7M6 Dec 31, 2025$376.6M6 Dec 31, 2024+1.6%
Real estate accumulated depreciation$98.4M6 Dec 31, 2025$87.2M6 Dec 31, 2024+12.8%
Real estate properties186 Dec 31, 20251810 Dec 31, 20240%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$19.5M6 Dec 31, 2025$29.9M6 Dec 31, 2024−34.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$164.0K6 Dec 31, 2025$205.0K6 Dec 31, 2024−20.0%
Accumulated amortization$481.0K6 Dec 31, 2025$440.0K6 Dec 31, 2024+9.3%
Finite-lived intangibles, net$164.0K6 Dec 31, 2025$205.0K6 Dec 31, 2024−20.0%

Properties, in its own words

As of December 31, 2025, the Company owned 18 investment properties and one parcel of unimproved land.

General

The rest of Item 2

The following is a list of the investment properties and unimproved land in the Highlands portfolio as of December 31, 2025.

Investment Property Name · Location · Segment · Classification · Total Gross Leasable Area (GLA) (in square feet) · Percentage of Economic Occupancy (1) · Annualized Base Rent (2) (in thousands) · Annualized Base Rent per Leased Square Foot (3) · Significant Tenants (4)

1620 Central · Evanston, IL · Multi-Family · Multi-Family · 51,808 · 100.0 · 1,791 · 34.58 · N/A

Buerger Brothers Lofts · Denver, CO · Multi-Family · Multi-Family · 39,961 · 71.9 · 587 · 20.42 · N/A

Chamber Lofts · Denver, CO · Multi-Family · Multi-Family · 39,259 · 59.5 · 550 · 23.54 · N/A

Kenilworth Court · Denver, CO · Multi-Family · Multi-Family · 16,611 · 81.0 · 382 · 28.40 · N/A

Tennyson44 · Denver, CO · Multi-Family · Multi-Family · 35,280 · 92.1 · 976 · 30.04 · N/A

The Detroit and Detroit Terraces · Denver, CO · Multi-Family · Multi-Family · 41,594 · 79.3 · 1,081 · 32.78 · N/A

The Lafayette · Denver, CO · Multi-Family · Multi-Family · 25,575 · 70.0 · 458 · 25.61 · N/A

The Locale · Allendale, MI · Multi-Family · Multi-Family · 240,824 · 93.7 · 4,560 · 20.21 · N/A

The Muse · Denver, CO · Multi-Family · Multi-Family · 103,628 · 95.2 · 2,960 · 30.02 · N/A

The Q Lofts · San Diego, CA · Multi-Family · Multi-Family · 44,160 · 92.7 · 1,997 · 48.76 · N/A

The Sterling · San Diego, CA · Multi-Family · Multi-Family · 11,514 · 96.2 · 551 · 49.76 · N/A

The View · San Diego, CA · Multi-Family · Multi-Family · 37,745 · 97.4 · 1,279 · 34.78 · N/A

Buckhorn Plaza · Bloomsburg, PA · Other · Retail · 83,960 · 92.3 · 1,246 · 16.08 · Marshalls; Dollar Tree

Hudson Correctional Facility · Hudson, CO · Other · Correctional Facility · 301,029 · — · — · — · N/A

Market at Hilliard · Hilliard, OH · Other · Retail · 115,283 · 100.0 · 1,861 · 16.14 · Aldi; Michaels; Office Max; Old Navy

Palazzo Land · Orlando, FL · Other · Unimproved Land · — · — · — · — · N/A

Sherman Plaza (5) · Evanston, IL · Other · Retail · 151,846 · 91.7 · 4,042 · 29.04 · Northwestern Medical; Target; Life Time Fitness

Trimble · San Jose, CA · Other · Office/R&D · 176,905 · 100.0 · 5,517 · 31.18 · Veeco Instruments, Inc., XP Power, LLC

Total · 1,516,982 · 74.0 · 29,838 · 26.58

(1)Economic occupancy is defined as the percentage of total gross leasable area for which a tenant is obligated to pay rent under the terms of its lease agreement, regardless of the actual use or occupation by that tenant of the area being leased.

(2)Annualized base rent is computed as revenue for the last month of the period multiplied by twelve months. Annualized rent includes the effect of rent abatements, lease inducements, and straight-line rent GAAP adjustments.

(3)Annualized base rent per leased square foot is computed as annualized base rent divided by the total occupied square footage at the end of the period.

(4)Several of our investment properties have one or more tenants occupying more than 10% of the investment property’s gross leasable area.

(5)A portion of the land underlying this investment property is subject to a ground lease. The term of the lease expires in October 2042.

Significant Assets

As of · Total GLA(Sq. Ft.) · Percentage of Economic Occupancy · Average Annual Base Rent per Leased Square Foot

December 31, 2025 · 1,516,982 · 74.0% · 26.58

December 31, 2024 · 1,519,763 · 72.4% · 25.93

December 31, 2023 · 2,009,412 · 80.2% · 17.02

For the years ended December 31, 2025 and 2024, The Locale, Sherman Plaza and Trimble each accounted for 10% or more of our total revenues and The Muse, Sherman Plaza and Trimble each accounted for 10% or more of our total assets.

As of · Total GLA(Sq. Ft.) · Percentage of Economic Occupancy · Average Annual Base Rent per Leased Square Foot

The Muse

December 31, 2025 · 103,628 · 95.2% · 30.02

December 31, 2024 · 103,628 · 92.6% · 31.16

December 31, 2023 · 103,628 · 98.6% · 29.98

The Locale

December 31, 2025 · 240,824 · 93.7% · 20.21

December 31, 2024 · 240,824 · 96.7% · 19.29

December 31, 2023 · 240,824 · 99.2% · 18.22

Sherman Plaza

December 31, 2025 · 151,846 · 91.7% · 29.04

December 31, 2024 · 151,752 · 55.6% · 28.24

December 31, 2023 · 151,752 · 55.6% · 27.63

Trimble

December 31, 2025 · 176,905 · 100.0% · 31.18

December 31, 2024 · 176,905 · 100.0% · 29.64

December 31, 2023 · 176,905 · 100.0% · 11.56

For Sherman Plaza, the significant increase in occupancy during the year ended December 31, 2025 was the result of lease commencement for LTF Lease Company, LLC, an approximately 61,000 square foot Life Time Fitness.

Lease Expirations

Lease Expiration Year · Number ofExpiring Leases · GLA ofExpiring Leases(Sq. Ft.) · AnnualizedRent ofExpiring Leases(in thousands) · Percent of TotalLeased Area · Percent of TotalAnnualizedRent · ExpiringRent/SquareFoot

2026 · 7 · 40,509 · 633 · 7.8 · 4.7 · 15.64

2027 · 4 · 13,583 · 350 · 2.6 · 2.6 · 25.77

2028 · 6 · 26,594 · 481 · 5.1 · 3.5 · 18.09

2029 · 11 · 87,760 · 1,933 · 16.9 · 14.2 · 22.02

2030 · 9 · 60,402 · 913 · 11.7 · 6.7 · 15.12

2031 · 1 · 2,441 · 119 · 0.5 · 0.9 · 48.76

2032 · 3 · 10,599 · 225 · 2.0 · 1.6 · 21.20

2033 · 1 · 815 · 28 · 0.2 · 0.2 · 33.95

2034 · — · — · — · — · — · —

2035 · 2 · 8,813 · 213 · 1.7 · 1.6 · 24.16

Thereafter · 4 · 266,930 · 8,705 · 51.5 · 64.0 · 32.61

48 · 518,446 · 13,600 · 100.0 · 100.0 · 26.23

Mortgage Financing

Investment Property · Current Principal amount (in thousands) · Interest and Amortization Provisions · Interest Rate · Prepayment Provisions · Maturity Date

Buckhorn Plaza · 8,910 · Fixed Interest-Only for first 12 months · 4.35% · If prior to 8/6/2026 must be in full, with penalty · 11/6/2026

Market at Hilliard · 13,737 · Fixed Interest-Only for first 12 months · 4.70% · If prior to 9/6/2026 must be in full, with penalty · 12/6/2026

Item 2 of the 10-K filed Mar 11, 2026.5

Leadership

Who has led Highlands REIT, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (11)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 1560 Downing LLC Delaware4
  • 1620 Central LLC Delaware4
  • 355 Trimble Owner, LLC Delaware4
  • 455 Trimble Owner, LLC Delaware4
  • Champa Street Lofts, LLC Delaware4
  • Detroit Street Denver LLC Delaware4
  • HRI Vue Venture LLC Delaware4
  • Highlands Property Management, LLC Delaware4
  • IA Orlando Palazzo, L.L.C. Delaware4
  • IVT PPD Hudson Associates, L.L.C. Delaware4
  • MB Bloomsburg Buckhorn, LLC Delaware4
  • MB Columbus Hilliard, L.L.C. Delaware4
  • MB Evanston Sherman, L.L.C. Delaware4
  • MB REIT (Florida), Inc. Florida4
  • Tennyson 44 Owner LLC Delaware4
  • The Lafayette Denver, LLC Delaware4
  • The Muse Owner LLC Delaware4
  • The Q Lofts Owner LLC Delaware4
  • The Q Lofts Unit 1 Owner LLC Delaware4
  • The Sterling Owner LLC Delaware4
  • The View Owner LLC Delaware4
  • Trimble-Junction Ventures, LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 1, 20268-K Other events30
  2. Sep 1, 20268-K Other events31
  3. Jul 13, 20268-K Entered a material agreement32
  4. May 26, 20268-K Other events33
  5. May 22, 20268-K Regulation FD disclosure34
  6. May 18, 20268-K Other events35
  7. May 12, 20268-K Other events36
  8. Dec 16, 20258-K Other events37
  9. Aug 14, 20258-K Executive or director change38
  10. May 14, 20258-K Other events39
  11. May 8, 20258-K Regulation FD disclosure40
  12. Apr 29, 2025New chief executive Robert J. Lange becomes CEO15
  13. Apr 29, 20258-K Executive or director change41
  14. Feb 13, 2018New chief executive Richard Vance becomes CEO16

Filings

99 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 29 major events, 29 insider forms, 21 other. The latest 20:

  1. Oct 1, 20268-K EDGAR
  2. Oct 1, 2026SC TO-I/A EDGAR
  3. Sep 1, 20268-K EDGAR
  4. Sep 1, 2026SC TO-I EDGAR
  5. Aug 11, 202610-Q EDGAR
  6. Jul 13, 20268-K EDGAR
  7. May 26, 20264 EDGAR
  8. May 26, 20264 EDGAR
  9. May 26, 20268-K EDGAR
  10. May 22, 20268-K EDGAR
  11. May 18, 20268-K EDGAR
  12. May 12, 20268-K EDGAR
  13. May 7, 202610-Q EDGAR
  14. Mar 31, 2026DEFA14A EDGAR
  15. Mar 31, 2026DEF 14A EDGAR
  16. Mar 11, 202610-K EDGAR
  17. Dec 29, 20254 EDGAR
  18. Dec 29, 20254 EDGAR
  19. Dec 29, 20254 EDGAR
  20. Dec 18, 2025S-8 EDGAR

The 99 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Robert Lange$799.3K$4.3M42
2025Jessica Boehm$296.9K$1.3M42
2025Richard Vance$332.9K$1.2M42
2025Kimberly Karas$400.0K$987.3K42
2024Former President and Chief Executive Officer$800.0K$3.3M42
2024President and Chief Executive Officer$650.0K$2.6M42
2024Senior Vice PresidentChief Accounting Officer and Treasurer$375.0K$756.1K42

SEC filer profile

How Highlands REIT, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARHighlands REIT, Inc.1
  • CIK0001661458
  • Employer ID (EIN)81-08627955
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inMaryland5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address1 South Dearborn Street, 20Th Floor, Chicago, IL 606031
  • Phone312-583-79901
  • Shares outstanding722,651,178 as of Aug 10, 202613
  • Public float$222.8M as of Jun 30, 20255
  • AuditorGRANT THORNTON LLP, Chicago, Illinois PCAOB ID 248; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceDec 23, 20151
  • Filings254 in all: 4 (67), 8-K (67), 10-Q (32), 10-K (10), DEF 14A (10), DEFA14A (10), 3 (9), UPLOAD (9)1
    All 24 form types

    SC TO-T/A (6), CORRESP (5), SC TO-I/A (4), S-8 (3), SC TO-I (3), SC TO-T (3), 10-12G (2), 10-12G/A (2), 4/A (2), RW (2), SC 14D9 (2), SC 14D9/A (2), 10-12B (1), 10-K/A (1), 8-K/A (1), SC14D9F (1)

  • Latest filingsAnnual report (10-K) Mar 11, 2026
    Quarterly report (10-Q) Aug 11, 2026
    Proxy statement (DEF 14A) Mar 31, 2026
    Latest 8-K (8-K) Oct 1, 2026

Risk factors and legal proceedings

The risks Highlands REIT, Inc. names in Item 1A of its 10-K filed Mar 11, 2026: 62 risks under these headings, as written.5

  • Risks Related to Our Business and Industry
  • Short-term multi-family community leases associated with any multi-family residential properties we acquire may expose us to the effects of declining market rent and could adversely impact our business, results of operations and financial condition.
  • The costs of compliance with laws and regulations relating to our residential properties may adversely affect our business, results of operations and financial condition.
  • Increased competition and increased affordability of residential housing could limit our ability to retain tenants, lease multi-family properties or increase or maintain rents.
  • We could be negatively impacted by the condition of Fannie Mae or Freddie Mac and by changes in government support for multi-family housing.
  • We may be unable to renew our commercial leases, lease vacant space or re-lease space as leases expire, thereby increasing or prolonging vacancies.
  • We may be unable to lease or dispose of our correctional facility on acceptable terms or at all.
  • We depend on tenants for our revenue, and accordingly, lease terminations, vacancies, tenant defaults and bankruptcies could adversely affect the income produced by our investment properties.
  • Our legacy portfolio includes investment properties that are special use, single-tenant and/or build-to-suit; face unresolved legal issues; are aging or functionally obsolete; or have sub-optimal leasing metrics, which may make them difficult to lease, finance or sell.
  • Several of our investment properties are located in weak markets or submarkets, which may adversely affect our ability to rent such investment properties, increase rental rates and/or sell such investment properties.
  • Economic and market conditions could negatively impact our business, results of operations and financial condition.
  • The uncertainty and economic impact of pandemics, epidemics or other public health emergencies, or fear of such events, could adversely affect our and our tenants’ financial condition and operations.
The other 51 risks
  • Our ongoing business strategy involves the selling of investment properties; however, we may be unable to sell an investment property at acceptable terms and conditions, if at all.
  • We may not successfully implement our strategy, in which case you may have to hold your investment for an indefinite period.
  • Real estate is a competitive business.
  • Any difficulties in obtaining capital necessary to make tenant improvements, pay leasing commissions and make capital improvements at our investment properties could materially and adversely affect our financial condition and results of operations.
  • There are inherent risks with investments in real estate, including the relative illiquidity of such investments.
  • Our investment properties may be subject to impairment charges that may materially affect our financial results.
  • Many real estate costs and certain operating costs are fixed, even if revenue from our investment properties decreases.
  • Operating and other expenses may increase in the future, which may cause our cash flow and our operating results to decrease.
  • Our revenue from our retail investment properties will be impacted by the success and economic viability of our anchor retail tenants. Our reliance on single or significant tenants in certain buildings may decrease our ability to lease vacated space and adversely affect our financial condition, cash flows and results of operations.
  • Our reputation and business may be harmed by news or social media coverage or other external scrutiny of the Company
  • The land underlying a portion of one of our investment properties is subject to a ground lease, which could limit our use of the investment property, and a breach or termination of the ground lease could materially and adversely affect us.
  • Uninsured and underinsured losses at our investment properties could materially and adversely affect our business, financial condition or results of operations.
  • We could incur significant, material costs related to government regulation and litigation with respect to environmental matters, which could materially and adversely affect our business, financial condition or results of operations.
  • The costs of compliance with laws and regulations relating to our investment properties may adversely affect our business, financial condition or results of operations.
  • Adverse judgments or settlements resulting from legal proceedings in which we may be involved in the normal course of our business could reduce our profits or limit our ability to operate our business.
  • If we fail to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
  • We are increasingly dependent on information technology, and potential cyber-attacks, security problems, or other disruptions present risks and could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation.
  • Risks Related to Debt Financing
  • If we are unable to repay or refinance our existing debt as it comes due, we may need to sell the underlying investment property sooner than anticipated or the lender may foreclose, in which case our financial condition, cash flows and results of operations could be materially adversely affected.
  • Our special-purpose property-owning subsidiaries may default under non-recourse mortgage loans.
  • Our failure to comply with the covenants in our debt agreements could materially and adversely affect us.
  • We are subject to obligations under certain “non-recourse carve-out” indemnity agreements and guarantees that may be deemed to be triggered in the future.
  • We may be unable to satisfy our debt obligations upon a change of control.
  • Volatility in the financial markets and challenging economic conditions, could adversely affect our ability to secure debt financing on attractive terms and our ability to service any future indebtedness that we may incur.
  • Borrowings may reduce the funds available for distribution and increase the risk of loss since defaults may cause us to lose the investment properties securing the loans.
  • If we are unable to borrow at favorable rates, we may not be able to refinance existing loans at maturity.
  • Covenants applicable to current or future debt could restrict our ability to make distributions to our stockholders and, as a result, we may be unable to make distributions necessary to qualify as a REIT, which could materially and adversely affect us and the value of our common stock.
  • Our organizational documents have no limitation on the amount of indebtedness we may incur. As a result, we may become highly leveraged in the future, which could materially and adversely affect us.
  • Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to make distributions to our stockholders.
  • Risks Related to Our Status as a REIT
  • Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to our stockholders.
  • Even if we continue to qualify as a REIT for tax purposes, we may face other tax liabilities that reduce our cash flows.
  • Failure to make required distributions would subject us to U.S. federal corporate income tax.
  • REIT distribution requirements could adversely affect our liquidity and may force us to borrow funds or sell investment properties during unfavorable market conditions.
  • The prohibited transactions tax may limit our ability to dispose of our investment properties and we could incur a material tax liability if the Internal Revenue Service (“IRS”) successfully asserts that the 100% prohibited transaction tax applies to some of or all our dispositions.
  • The stock ownership limit imposed by the Code for REITs and our charter may restrict our business combination opportunities and you may be restricted from acquiring or transferring certain amounts of our common stock.
  • Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
  • Complying with REIT requirements may limit our ability to hedge effectively.
  • We may be subject to adverse legislative or regulatory tax changes that could reduce the value of our common stock.
  • The ability of our board of directors to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders.
  • Risks Related to Ownership of Our Common Stock and Our Corporate Structure
  • There is no established public market for our shares and you may not be able to sell your shares.
  • The estimated value per share of our common stock is based on a number of assumptions and estimates that may not be accurate or complete and is also subject to a number of limitations.
  • Our cash available for distribution to stockholders may not be sufficient to pay distributions at expected or required levels, and we may need external sources in order to make such distributions, or we may not be able to make such distributions at all.
  • Future issuances of debt securities, which would rank senior to our common stock upon our liquidation, and future issuances of equity securities, which would dilute the holdings of our existing common stockholders and may be senior to our common stock for the purposes of making distributions, periodically or upon liquidation, may negatively affect the value of our common stock.
  • Your percentage ownership in us may be diluted in the future.
  • Increases in market interest rates may reduce demand for our common stock and result in a decline in the value of our common stock.
  • Our rights and the rights of our stockholders to take action against our directors and officers are limited.
  • Certain provisions of Maryland law could inhibit changes in control.
  • All of our investment properties are owned by subsidiaries. Highlands depends on dividends and distributions from these subsidiaries. The creditors of these subsidiaries are entitled to amounts payable to them by the subsidiaries before the subsidiaries may pay any dividends or other distributions to Highlands.
  • Our charter places limits on the amount of common stock that any person may own.
  • Our charter permits our board of directors to authorize the issuance of preferred stock on terms that may subordinate the rights of the holders of our current common stock or discourage a third party from acquiring us.
  • Our conflict of interest policy may not be successful in eliminating the influence of future conflicts of interest that may arise between us and our directors, officers and employees.
  • Our board of directors may change our investment strategy without stockholder approval, which could alter the nature of your investment.

Legal proceedings

We are subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material adverse effect on the financial statements of the Company.

The opening of Item 3, Legal Proceedings.5

Sources

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