{"url_path":"/sec/cftr-pa/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1666244/0001193125-26-224359-index.html","accession_number":"0001193125-26-224359","cik":"0001666244","ticker":"CFTR-PA","issuer_name":"Cantor Fitzgerald Income Trust, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1666244/0001193125-26-224359-index.html","primary_entity_key":"0001666244","primary_entity_name":"Cantor Fitzgerald Income Trust, Inc."},"word_count":865,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\nUnregistered Sales of Equity Securities\n\nDuring the three months ended March 31, 2026, the Company did not complete any sales of unregistered securities.\n\nShare Repurchase Program\n\nStockholders are eligible to have their shares repurchased by the Company pursuant to the Fourth Amended and Restated Share Repurchase Program (“share repurchase program”).\n\nThe share repurchase program included numerous restrictions that limit stockholders’ ability to have their shares repurchased. If repurchase requests, in the business judgment of the Company’s board of directors, place an undue burden on the Company’s liquidity, adversely affect its operations or risk having an adverse impact on stockholders whose shares are not repurchased, then the Company’s board of directors may terminate, suspend or amend the share repurchase program at any time without\n\n64\n\n \n\nstockholder approval, if it deems such action to be in the best interest of the stockholders; provided that the board of directors cannot terminate the share repurchase program absent a liquidity event which results in the Company’s stockholders receiving cash or securities listed on a national securities exchange or where otherwise required by law (including in the event that the Company’s shares of common stock ever become listed on a national securities exchange or in the event a secondary market for shares of the Company’s common stock develops). Upon suspension of the share repurchase program, the board of directors is required to consider at least quarterly whether the continued suspension of the program is in the best interest of the Company and its stockholders; however, the board of directors is not required to authorize the re-commencement of the share repurchase program within any specified period of time. In addition, the Company’s board of directors may determine to suspend the share repurchase program due to regulatory changes, changes in law or if the Company's board of directors becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are repurchased. Material modifications, including any reduction to the monthly or quarterly limitations on repurchases, and suspensions of the program will be promptly disclosed to stockholders in a prospectus supplement (or post-effective amendment if required by the Securities Act) or current report on Form 8-K filed with the SEC. Any material modifications will also be disclosed on the Company's website. Further, the share repurchase program will be terminated in the event that the Company’s shares of common stock ever become listed on a national securities exchange or in the event a secondary market for the Company’s common stock develops.\n\nRepurchases of shares under the share repurchase program are made on a monthly basis. Subject to the limitations of and restrictions provided for in the share repurchase program, and subject to funds being available, shares repurchased under the share repurchase program are repurchased at the transaction price in effect on the date of repurchase, which, generally will be a price equal to the NAV per share applicable to the class of shares being repurchased and most recently disclosed by the Company in a public filing with the SEC. Under the share repurchase program, the Company may repurchase during any calendar month shares of its common stock whose aggregate value (based on the repurchase price per share in effect when the repurchase is effected) is 2% of the aggregate NAV as of the last calendar day of the previous month and during any calendar quarter whose aggregate value (based on the repurchase price per share in effect when the repurchase is effected) is up to 5% of the Company’s aggregate NAV as of the last calendar day of the prior calendar quarter. In the event that the Company determines to repurchase some but not all of the shares of common stock submitted for repurchase during any month, shares submitted for repurchase during such month will be repurchased subject to the following repurchase priority. First, repurchase requests that are made by accounts with a balance less than $2,500 of shares of the Company’s common stock at the time of such request will be repurchased in full to the extent there are available funds. Second, remaining repurchase requests will be repurchased on a pro rata basis.\n\nThe table below summarizes the repurchase activity for the three months ended March 31, 2026:\n\nFor the Month Ended\n\n \n\nTotal Number of Shares Redeemed\n\n \n\n \n\nAverage Price Paid per Share\n\n \n\n \n\nTotal Number of Shares Redeemed as Part of Publicly Announced Plans or Programs\n\n \n\n \n\nMaximum Number of Shares That May Yet Be Redeemed Under the Plans or Programs(1)(2)\n\n \n\nJanuary 31, 2026\n\n \n\n \n\n222,339\n\n \n\n \n\n \n\n \n\n20.10\n\n \n\n \n\n \n\n222,339\n\n \n\n \n\n \n\n—\n\n \n\nFebruary 28, 2026\n\n \n\n \n\n228,782\n\n \n\n \n\n \n\n \n\n20.19\n\n \n\n \n\n \n\n228,782\n\n \n\n \n\n \n\n—\n\n \n\nMarch 31, 2026\n\n \n\n \n\n103,211\n\n \n\n \n\n \n\n \n\n20.19\n\n \n\n \n\n \n\n103,211\n\n \n\n \n\n \n\n—\n\n \n\nTotal\n\n \n\n \n\n554,332\n\n \n\n \n\n$\n\n \n\n20.16\n\n \n\n \n\n \n\n554,332\n\n \n\n \n\n \n\n—\n\n \n\n(1) The Company limits the number of shares that may be redeemed per calendar month and per calendar year under the program as described above.\n\n(2) For the quarter ended March 31, 2026, the Company received repurchase requests that exceeded both its monthly 2% of NAV and quarterly 5% of NAV limits. In accordance with the share repurchase program, the Company fulfilled 53.9% of requested repurchases in January 2026, 40.6% of requested repurchases in February 2026, and 17% of requested repurchases in March 2026."}