Ares Real Estate Income Trust Inc. filed a Form 8-K on November 6, 2026, disclosing an unregistered sale of equity securities that took place on November 2, 2026, involving two classes of shares issued pursuant to Regulation D.

Key Highlights

  • Class S-PR shares issued: 771,759 shares generating gross proceeds of $6,486,783, including upfront selling commissions and dealer manager fees in aggregate of $93,447.
  • Class I-PR shares issued: 1,624,488 shares generating gross proceeds of $13,457,424.
  • Combined gross proceeds: $19,944,207 across both share classes on November 2, 2026.
  • Exemption basis: Both issuances were exempt from Securities Act registration provisions pursuant to Regulation D.
  • Distribution reinvestment plan: Share counts and gross proceeds for both classes include activity from shares issued under the company's distribution reinvestment plan.
  • No securities registered under Section 12(b): The filing states the registrant has no securities registered pursuant to Section 12(b) of the Act.

Ares Real Estate Income Trust Discloses November 2 Unregistered Share Issuance

Ares Real Estate Income Trust Inc., a Maryland corporation headquartered at One Tabor Center, 1200 Seventeenth Street, Suite 2900, Denver, CO 80202, reported the issuance of two classes of shares on November 2, 2026, under Item 3.02 of its Form 8-K. According to the filing, the transactions were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Regulation D.

The company disclosed that 771,759 Class S-PR shares were issued for gross proceeds of $6,486,783. The filing noted that this figure includes upfront selling commissions and dealer manager fees totaling, in aggregate, $93,447. An additional 1,624,488 Class I-PR shares were issued for gross proceeds of $13,457,424. For both share classes, the filing stated that the number of shares issued and the gross proceeds reported include activity attributable to shares issued pursuant to the company's distribution reinvestment plan.

The Form 8-K was signed on November 6, 2026, by Taylor M. Paul, identified in the filing as Managing Director, Chief Financial Officer and Treasurer of Ares Real Estate Income Trust Inc. The filing carries Commission File No. 000-52596 and I.R.S. Employer Identification No. 30-0309068. The registrant indicated it is not an emerging growth company.

What Was Disclosed

Ares Real Estate Income Trust Inc. reported the November 2, 2026, issuance of 771,759 Class S-PR shares and 1,624,488 Class I-PR shares under a Regulation D exemption, generating combined gross proceeds of $19,944,207, inclusive of distribution reinvestment plan activity.