Industrial Logistics (NASDAQ: ILPT) pays $5.7M incentive fee for 2025

Rhea-AI Filing Summary

Industrial Logistics Properties Trust reported that it incurred an incentive management fee of $5.7 million for the 2025 calendar year under its Business Management Agreement with The RMR Group LLC. This fee will be paid in cash by January 30, 2026 and will be recorded as an expense in the company’s financial statements for the year ended December 31, 2025.

The incentive fee was earned because the company’s total shareholder return over the three-year period ended December 31, 2025 exceeded the total shareholder return of the MSCI U.S. REIT/Industrial REIT Index, as specified in the management agreement.

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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): January 14, 2026

INDUSTRIAL LOGISTICS PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-38342		82-2809631
(Commission File Number)		(IRS Employer Identification No.)

Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts		02458-1634
(Address of Principal Executive Offices)		(Zip Code)

617-219-1460

(Registrant’s Telephone Number, Including Area Code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of Beneficial Interest		ILPT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

In this Current Report on Form 8-K, the terms “we,” “our” and “us” refer to Industrial Logistics Properties Trust.

Item 2.02. Results of Operations and Financial Condition.

On January 14, 2026, we announced that we incurred an incentive management fee of $5.7 million for the 2025 calendar year under our Business Management Agreement, dated as of January 17, 2018, with The RMR Group LLC, as amended to date, or the Business Management Agreement. The incentive management fee is payable by us in cash by January 30, 2026, and we will recognize this expense in our financial statements as of and for the year ended December 31, 2025. Pursuant to the Business Management Agreement, the incentive management fee was measured based on our total shareholder return exceeding the total shareholder return of the MSCI U.S. REIT/Industrial REIT Index for the three year measurement period ended December 31, 2025. For additional information regarding the calculation of the incentive management fee, see the full text of the Business Management Agreement, a copy of which is filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission, or the SEC, on January 18, 2018, the First Amendment thereto, dated as of December 31, 2018, a copy of which is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 4, 2019, and the Second Amendment thereto, effective as of August 1, 2021, a copy of which is filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, each of which is incorporated herein by reference.

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.

	INDUSTRIAL LOGISTICS PROPERTIES TRUST
	By:	/s/ Tiffany R. Sy
	Name:	Tiffany R. Sy
	Title:	Chief Financial Officer and Treasurer

Dated: January 14, 2026

FAQ

What fee did Industrial Logistics Properties Trust (ILPT) report in this 8-K?

Industrial Logistics Properties Trust reported an incentive management fee of $5.7 million for the 2025 calendar year under its Business Management Agreement with The RMR Group LLC.

When will ILPT pay the $5.7 million incentive management fee?

The $5.7 million incentive management fee is payable in cash by January 30, 2026.

When will ILPT recognize the incentive management fee expense in its financial statements?

ILPT will recognize the $5.7 million incentive management fee as an expense in its financial statements for the year ended December 31, 2025.

How was ILPT’s incentive management fee calculated?

Under the Business Management Agreement, the incentive management fee was measured based on ILPT’s total shareholder return exceeding the total shareholder return of the MSCI U.S. REIT/Industrial REIT Index over the three-year period ended December 31, 2025.

Who is the manager receiving ILPT’s incentive management fee?

The incentive management fee is payable to The RMR Group LLC under ILPT’s Business Management Agreement dated January 17, 2018, as amended.

Where can investors find more details on ILPT’s incentive fee calculation?

Additional details are in the Business Management Agreement and its amendments, which are filed as exhibits to ILPT’s prior SEC reports and incorporated by reference.