Hines Global Income Trust Inc.

06/15/2026 | Press release | Distributed by Public on 06/15/2026 12:40

Supplemental Prospectus (Form 424B3)


Filed Pursuant to Rule 424(b)(3)
Registration No. 333-279847

HINES GLOBAL INCOME TRUST, INC.
SUPPLEMENT NO. 3, DATED JUNE 15, 2026
TO THE PROSPECTUS, DATED APRIL 22, 2026

This prospectus supplement (this "Supplement") is part of and should be read in conjunction with the prospectus of Hines Global Income Trust, Inc., dated April 22, 2026 (the "Prospectus"), as supplemented by Supplement No. 1, dated May 14, 2026 and Supplement No.2, dated May 18, 2026. Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

The purposes of this Supplement are as follows:

A.to provide an update on the status of our current public offering;

B.to update the offering price and transaction price for each class of our common stock for subscriptions to be accepted as of July 1, 2026;

C.to disclose the calculation of our May 31, 2026 NAV per share, as determined in accordance with our valuation procedures, for each of our share classes;

D.to provide an update regarding distributions declared;

E.to update disclosure in the "Experts" section of the Prospectus; and

F.update to "Suitability Standards" section of the Prospectus.


A.Status of Our Offering

We launched this offering on February 4, 2025. As of June 15, 2026, we have received gross proceeds of approximately $739.5 million from the sale of 75.2 million shares of our common stock through our current public offering, including proceeds from our distribution reinvestment plan. As of June 15, 2026, approximately $1.4 billion of our common shares remained available for sale pursuant to our current public offering in any combination of Class T Shares, Class S Shares, Class D Shares, and Class I Shares, exclusive of approximately $385.8 million of shares available under our distribution reinvestment plan. This is our fourth public offering, and as of June 15, 2026, we have received aggregate gross proceeds of approximately $4.3 billion from the sale of shares of our common stock through our public offerings, including proceeds from our distribution reinvestment plan.

B.July 1, 2026 Offering Price and Transaction Price

The transaction price for each share class of our common stock for subscriptions to be accepted as of July 1, 2026 (and repurchases as of May 31, 2026) is as follows:
Offering Price(1)
Transaction Price(1)
(per share)
(per share)
Class T
$ 10.17 $ 9.81
Class S
$ 10.17 $ 9.81
Class D
$ 9.81 $ 9.81
Class I
$ 9.81 $ 9.81
(1)Prices presented are rounded to the nearest cent. Actual transactions are based on prices rounded to four decimals.

The transaction price for each of our share classes is equal to such class's NAV per share as of May 31, 2026. The NAV per share as of May 31, 2026 is the same for each of our share classes. A calculation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees.



C.May 31, 2026 NAV Per Share

Our board of directors has appointed a valuation committee comprised of independent directors, which we refer to herein as the valuation committee, to be responsible for the oversight of the valuation process. The valuation committee has adopted a valuation policy, as approved by our board of directors, and as amended from time to time, that contains a comprehensive set of methodologies to be used in connection with the calculation of our NAV. Our most recent NAV per share for each share class, which is updated as of the last calendar day of each month, is posted on our website at hinesglobalincometrust.com and is also available on our toll-free information line at (888) 220-6121. Please see "Valuation Policy and Procedures" in our Prospectus for a more detailed description of our valuation procedures, including important disclosure regarding interim real property valuations provided by our Advisor and reviewed by Altus Group U.S. Inc., or Altus, the independent valuation advisor we have engaged to prepare appraisal reviews and carry out a review of the calculation of the NAV for the Company. All parties engaged by us in the calculation of our NAV, including our Advisor, are subject to the oversight of our valuation committee. Generally, all of our real properties are appraised once each calendar year by third party appraisal firms in accordance with our valuation guidelines and such appraisals are reviewed by Altus. Altus reviewed the calculation of the new NAV per share of our common stock as of May 31, 2026, as set forth, and concurred with the calculation of the new NAV per share.

The table below sets forth the calculation of our NAV per share of each class of shares of our common stock as of May 31, 2026 and April 30, 2026 (the NAV per share is the same for each class of shares of our common stock):
May 31, 2026 April 30, 2026
Gross Amount Per Share Gross Amount Per Share
(in thousands) (in thousands)
Real estate investments
$ 6,394,505 $ 20.42 $ 6,319,225 $ 20.33
Other assets
548,959 1.75 517,539 1.66
Liabilities and noncontrolling interests (3,871,043) (12.36) (3,780,649) (12.16)
NAV
$ 3,072,421 $ 9.81 $ 3,056,115 $ 9.83
Shares outstanding
313,201 310,940

Our consolidated balance sheet as of May 31, 2026 includes a liability of $50.7 million related to distribution and stockholder servicing fees payable to the Dealer Manager in future periods. The NAV per share as of May 31, 2026 does not include any liability for distribution and stockholder servicing fees that may become payable after May 31, 2026, since these fees may not ultimately be paid in certain circumstances, including if Hines Global was liquidated or if there was a listing of our common stock.

As of May 31, 2026, we owned interests in 55 real properties that were 95% leased and consisted of 24.9 million square feet of leasable space, based on information as of March 31, 2026, but reflective of the acquisition of Junction One in May 2026. Our portfolio was 30% levered based on the valuations of our real properties as of May 31, 2026.

The valuations of our real properties as of May 31, 2026 were reviewed by Altus in accordance with our valuation procedures. Certain key assumptions that were used in the discounted cash flow analysis, which were determined by our Advisor and reviewed by Altus, are set forth in the following table based on weighted-averages by property type. However, the table below excludes assumptions related to any properties that were acquired in the past 12 months and are being carried at their purchase price. In accordance with our valuation policy, the acquisition cost of these properties may serve as their value for a period of up to one year following their acquisition.
Office Industrial Retail Residential/Living Other Weighted-Average Basis
Exit Capitalization rate 6.96% 5.64% 6.07% 5.49% 6.35% 5.86%
Discount rate / internal rate of return ("IRR") 8.11% 7.17% 7.50% 7.26% 7.57% 7.38%
Average holding period (years) 8.5 9.0 10.0 9.5 7.0 9.0



A change in the rates used would impact the calculation of the value of our real properties. For example, assuming all other factors remain constant, the changes listed below would result in the following effects on the value of our real properties:
Input Hypothetical
Change
Office Industrial Retail Residential/Living Other Weighted-Average Values
Exit Capitalization rate
(weighted-average)
0.25% decrease 2.61% 3.07% 2.69% 2.82% 2.57% 2.87%
0.25% increase (2.00)% (3.10)% (2.53)% (2.67)% (2.16)% (2.71)%
Discount rate
(weighted-average)
0.25% decrease 1.96% 1.77% 1.70% 1.87% 1.85% 1.83%
0.25% increase (1.91)% (1.73)% (1.67)% (1.82)% (1.81)% (1.78)%

D.Distributions Declared

With the authorization of our board of directors, we declared monthly distributions for the month of June 2026 for each class of our common stock at the following rates (as rounded to the nearest three decimal places):
June 2026 Gross Distribution Distribution and Stockholder Servicing Fee Net Distribution
Class T Shares $ 0.052 $ 0.008 $ 0.044
Class S Shares $ 0.052 $ 0.007 $ 0.045
Class D Shares $ 0.052 $ 0.002 $ 0.050
Class I Shares $ 0.052 $ - $ 0.052
Class AX / JX Shares $ 0.052 $ - $ 0.052

The net distributions for each class of shares of our common stock (which represents the gross distributions less the distribution and stockholder servicing fee for each applicable class of shares of common stock) will be payable to stockholders of record as of the last business day of June 2026, and will be paid on the first business day of July 2026. These distributions will be paid in cash or reinvested in shares of our common stock for stockholders participating in our distribution reinvestment plan. Distributions reinvested pursuant to our distribution reinvestment plan will be reinvested in shares of the same class of shares as the shares on which the distributions are being made. Some or all of the cash distributions may be paid from sources other than cash flows from operations.


E.Update to Experts

The following updates the "Experts" disclosure on page 180 of the Prospectus:
The statements included in this Supplement under Section C, "May 31, 2026 NAV Per Share," relating to the role of Altus as the independent valuation advisor, have been reviewed by Altus and are included in this Supplement given the authority of Altus as an expert in real estate valuations. Altus Group does not admit that it is in the category of persons whose consent is required under Section 7 of the Securities Act.



F.Update to "Suitability Standards" section of the Prospectus

Effective for subscription solicited on and after July 1, 2026, the following is added to the end of the list of state-specific suitability standards in the "Suitability Standards" section beginning on page v of the Prospectus:
Washington - A Washington investor must have either (i) a minimum net worth of at least $350,000 (excluding the value of an investor's home, furnishings and automobiles), or (ii) a minimum net worth of at least $100,000 (excluding the value of an investor's home, furnishings and automobiles) and a minimum annual gross income of at least $100,000. In addition, a Washington investor's total investment in us and other non-traded direct participation programs shall not exceed 10% of such investor's liquid net worth at the time of investment. This concentration limit will not apply to investments made as a result of participation in a distribution reinvestment program, nor will it apply to any Washington resident that is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

Hines Global Income Trust Inc. published this content on June 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 15, 2026 at 18:40 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]