Item 3.02 - Unregistered Sales of Equity Securities.
On November 5, 2024, JLL Income Property Trust, Inc., a Maryland corporation (the "Company"), entered into a subscription agreement with Jones Lang LaSalle Co-Investment, Inc., an affiliate of the Company's sponsor and advisor, to sell $100,000,000 worth of the Company's Class D common stock (the "Shares"). The offer and sale of the Shares is exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) because it was not part of any public offering. The Shares will be purchased no later than March 31, 2025 at a price per Share equal to the publicly reported net asset value on the date of purchase . The Shares will be subject to a three-year lock-up from the purchase date and will thereafter be eligible for repurchase on a quarterly basis in an amount up to $12,500,000. The Shares will not be subject to, nor eligible for repurchase under, the terms of the Company's share repurchase plan.