Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Effective December 9, 2021, Highlands REIT, Inc. (the "Company") appointed Kimberly A. Karas to serve as the Company's Senior Vice President, Chief Accounting Officer.

Ms. Karas, age 46, has served as the Company's Senior Vice President, Controller
and principal accounting officer since July 8, 2019, and as the Company's
Treasurer and principal financial officer since September 15, 2020. She
previously served as Vice President of Finance for Link Industrial Properties
(formerly Gateway Industrial Properties), a Blackstone platform company, from
2018 to 2019. Blackstone is one of the largest real estate private equity firms
in the world. In this role, Ms. Karas was responsible for the budget and
forecast of the industrial platform, financial integration of new acquisitions,
and the creation of operating tools and reports. Ms. Karas previously worked at
IRC Retail Centers from 2000 to 2018, most recently serving as Vice President
and Controller and as a member of its Management Committee. In this role, she
oversaw corporate accounting, Securities and Exchange Commission reporting,
preparation of consolidated financial statements, maintenance of accounting
policies and procedures, compliance with the Sarbanes-Oxley Act of 2002 and
coordination of annual audits and tax return filings. Ms. Karas earned her
Bachelor of Science in Accounting from the University of Illinois at Chicago.

There are no arrangements or understandings between Ms. Karas and any other person(s) in connection with this appointment, nor any family relationships between Ms. Karas and any director or executive officer of the Company. Ms. Karas is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Karas will continue to serve as the Company's Treasurer, principal financial
officer and principal accounting officer, and she will continue to be subject to
the terms of the Offer Letter, dated June 6, 2019, by and between the Company
and Ms. Karas (the "Karas Offer Letter"), the Change in Control and Severance
Agreement, dated as of July 8, 2019, by and between the Company and Ms. Karas
(the "Karas Change in Control Agreement") and the indemnification agreement by
and between the Company and Ms. Karas (the "Karas Indemnification Agreement") in
substantially the form filed as Exhibit 10.3 to this Current Report on Form 8-K
(the "Form Indemnification Agreement"). The Company's Current Report on Form 8-K
filed on July 12, 2019 provides summaries of the terms of the Karas Offer
Letter, the Karas Change in Control Agreement and the Karas Indemnification
Agreement, which summaries are incorporated herein by reference. Such summaries
of the Karas Offer Letter, the Karas Change in Control Agreement and the Karas
Indemnification Agreement are qualified in their entirety by reference to their
respective terms. The Karas Offer Letter, the Karas Change in Control Agreement
and the Form Indemnification Agreement are filed as Exhibit 10.1, Exhibit 10.2
and Exhibit 10.3, respectively, to this Current Report on Form 8-K.

Effective as of January 1, 2022, in connection with Ms. Karas' appointment as
Senior Vice President, Chief Accounting Officer, the Company will increase Ms.
Karas' annual base salary from $275,000 to $310,000.


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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Exhibit


  10.1                  Offer Letter, dated June 6, 2019, by and between

Highlands REIT, Inc. and

Kimberly A. Karas (incorporated by reference to

Exhibit 10.1 of Company's


                        Current Report on Form 8-K, filed with the

Securities and Exchange Commission


                        on July 12, 2019)
  10.2                  Change in Control and Severance Agreement, dated as

of July 8, 2019, by and


                        between Highlands REIT, Inc. and Kimberly A. Karas

(incorporated by reference


                        to Exhibit 10.2 of Company's Current Report on Form 8-K, filed with the
                        Securities and Exchange Commission on July 12, 2019)
  10.3                  Form of Indemnification Agreement entered into

between Highlands REIT, Inc. and


                        each of its directors and officers (incorporated by

reference to Exhibit 10.5


                        of Company's Registration Statement on Form 10,

filed with the Securities and

Exchange Commission on March 18, 2016)



























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