Item 3.03 Material Modification to Rights of Security Holders.

As previously disclosed, on December 2, 2021, at the 2021 annual meeting of stockholders of Inland Real Estate Income Trust, Inc. ("we" or the "Company"), the stockholders of the Company approved proposal numbers 3 through 13 to amend and restate the Company's corporate charter to accord generally with the charters of other REITs listed on a national securities exchange as described in

the Company's definitive proxy statement filed with the Securities & Exchange Commission (the "SEC") on August 11, 2021, (the "Proxy Statement") , which is incorporated into this Item 3.03 disclosure by reference. On January 4, 2022, the Company filed and the State of Maryland accepted the Company's Third Articles of Amendment and Restatement (the "Third Articles") to amend and restate its charter. The general effect of the filing of the Third Articles upon the rights of holders of the Company's common stock was described in the Proxy Statement. A copy of the complete text of the Third Articles as filed with the State of Maryland is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated into this Item 3.03 disclosure by reference.

Item 7.01Regulation FD Disclosure.

Furnished as Exhibit 99.1 to this Current Report and incorporated by reference in this Item 7.01 is the text of a letter dated January 10, 2022, from Inland Real Estate Income Trust, Inc. ("we" or the "Company") to the Company's stockholders.

Pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"), the information contained in this Item 7.01, including Exhibit 99.1 and the information set forth therein, is deemed to have been furnished and shall not be deemed to be "filed" under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such act, nor shall any of such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. By furnishing the information contained in this Item 7.01 disclosure, including Exhibit 99.1, the Company makes no admission as to the materiality of such information.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.



Exhibit No.  Description
3.1            Third Articles of Amendment and Restatement of the Company
99.1           Letter to Stockholders dated January 10, 2022
104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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