Industrial Logistics Properties Trust
For the period ended Jun 9, 2026. Filed Mar 18, 2026.
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Jun 9, 2026 · Filed Mar 18, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| | ☑ | | | Filed by the Registrant | | | ☐ | | | Filed by a Party other than the Registrant | |
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| | | Check the appropriate box: | | | ||||
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| | | ☐ | | | | Preliminary Proxy Statement | | |
| | | ☐ | | | | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) | | |
| | | ☑ | | | | Definitive Proxy Statement | | |
| | | ☐ | | | | Definitive Additional Materials | | |
| | | ☐ | | | | Soliciting Material under §.240.14a-12 | | |
Industrial Logistics Properties Trust
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| | | Payment of Filing Fee (Check the appropriate box): | | | ||||
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| | | ☑ | | | | No fee required. | | |
| | | ☐ | | | | Fee paid previously with preliminary materials. | | |
| | | ☐ | | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | | |
Notice of 2026 Annual Meeting
of Shareholders and Proxy Statement
Tuesday, June 9, 2026 at 9:30 a.m., Eastern Time
Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/ILPT2026
BUSINESS AT A GLANCEIndustrial Logistics Properties Trust(ILPT) is a real estate investment trust, or REIT, focused on owning and leasing high quality distribution and logistics properties. As of December 31, 2025, ILPT’s portfolio consisted of 409 properties containing approximately 59.6 million rentable square feet located in 39 states. Approximately 76% of ILPT’s annualized rental revenues were derived from investment grade rated tenants, tenants with ratings or implied ratings of investment grade or their subsidiaries. ILPT is managed by The RMR Group LLC, a leading U.S. alternative asset management company with over $37 billion in assets under management and over 40 years of institutional experience in buying, selling, financing and operating commercial real estate. ILPT is headquartered in Newton, MA.Key Metrics409 Industrial and Logistics Properties~60 Million Rentable Square Feet94.5% Occupancy7.6 Years of Weighted Average Remaining Lease Term~76% Annualized Rents from Investment Grade Tenants / Subsidiaries or Hawaii Land Leases~300 Tenants2025 BUSINESS HIGHLIGHTSExecuted 7.3 million square feet of new and renewal leases and rent resets at an overall roll-up in rents of 22.9%, with embedded opportunities for continued rent growth as 8.8 million square feet is expected to expire through 2027.Maintained stable portfolio occupancy of 94.5% with a weighted average lease term of 7.6 years driven by annualized rent renewal of 140%.Generated $105.8 million of cash flow from operations, including year-over-year increases in rental income and continued rent growth from expiring leases.Refinanced $1.2 billion of floating rate debt into $1.16 billion of fixed rate debt at lower interest rates. ILPT has no debt maturities until 2027.All debt is senior unsecured, with blended interest rates far below the weighted average interest rate of 5.43%.Announced a quarterly dividend of $0.10 per share, or $0.40 per share per year.Appointed David M. Jervis as Managing Trustee and President and Chief Executive Officer.STRONG TENANT ROSTERLogos shown include:Amazon, RH, UPS, Safeway, BJ’s, Ulta Beauty, Mercedes-Benz. Information in this page is as of December 31, 2025, unless otherwise noted.
LETTER TO OUR SHAREHOLDERS
FROM YOUR BOARD OF TRUSTEES
Dear Fellow Shareholders:
Please join us for our 2026 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Tuesday, June 9, 2026. The business to be conducted at the meeting is described in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials to shareholders electronically expedites your receipt, while lowering costs and reducing environmental impact.
We finished the year with strong demand for our high-quality industrial and logistics portfolio, consistent with market trends. During 2025, we entered into 42 new and renewal leases, and two rent resets, totaling 7.3 million square feet, and at weighted average rental rates that were 23% higher than prior rental rates for the same space. We anticipate an increase of $10.6 million dollars in annualized rental revenue as a result of this leasing activity, of which 55% is expected to be realized in 2026 and beyond.
We ended 2025 with a portfolio of 409 properties in 39 states totaling approximately 60 million square feet, including our unique Hawaii land leases at 226 properties totaling more than 16 million square feet. Our consolidated occupancy at year-end was 94.5%. Our portfolio has a weighted average lease term of seven years and is anchored by tenants with strong business profiles and stable cash flows. More than 76% of our annualized revenues come from investment-grade rated tenants or from our secure Hawaii land leases.
In addition to our solid portfolio performance, we took important steps during 2025 to strengthen our financial position. We refinanced $1.2 billion dollars of debt at a lower overall cost of capital, resulting in more than $8 million dollars in annual cash savings. We also announced a 400% increase in the dividend rate. Our improved performance over the past year has generated a total shareholder return of more than 55%, ranking third in the United States among all REITs in 2025.
We believe our 2025 results demonstrate our ability to maintain portfolio stability and generate organic cash flow growth, while strengthening our balance sheet. In 2026, we remain focused on upcoming leasing expirations and further enhancing our financial profile in order to create additional value for our shareholders.
We thank you for your investment in our Company and for the trust you place in us to oversee your interests in our business.
March 18, 2026
| | | | | Yael Duffy | | | Kevin C. Phelan | |
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| | | | | Bruce M. Gans, M.D. | | | Adam Portnoy | |
| | | | | Lisa Harris Jones | | | June S. Youngs | |
| | | | | Joseph L. Morea | | | | |
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS OF INDUSTRIAL LOGISTICS PROPERTIES TRUST
| | Location: Live Webcast Accessible at https:// www.virtualshareholder meeting.com/ILPT2026 Date: Tuesday, June 9, 2026 Time: 9:30 a.m., Eastern Time | | | Agenda: • Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees; • Advisory vote to approve executive compensation; • Advisory vote on the frequency of future advisory votes to approve our executive compensation; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2026 fiscal year; and • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting. | |
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| | | | | Record Date: You can vote if you were a shareholder of record as of the close of business on March 13, 2026 (the “Record Date”). | |
| | | | | Attending Our 2026 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2026 Annual Meeting, our 2026 Annual Meeting will be a virtual meeting of shareholders which will be conducted by webcast. Shareholders will be able to listen, vote and submit questions online during our 2026 Annual Meeting. In order to attend and participate in our 2026 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern Time, on June 8, 2026. • Record Owners: If you are a shareholder as of the close of business on the Record Date who holds shares directly, you may participate in our 2026 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/ILPT2026 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials or proxy card. • Beneficial Owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you may participate in our 2026 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/ILPT2026 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Please follow the instructions from your bank, broker or other nominee included with these proxy materials, or contact your bank, broker or other nominee to request a control number if needed. | |
| | | | | Please see the accompanying Proxy Statement for additional information. | |
| | | | | By Order of our Board of Trustees, Lindsey Getz Secretary March 18, 2026 | |
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