UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated Advisory Agreement (2025)
Renewal of Advisory Agreement
Ares Industrial Real Estate Income Trust Inc. (the “Company”), AIREIT Operating Partnership LP, the Company’s operating partnership (the “Operating Partnership”), and Ares Commercial Real Estate Management LLC, the Company’s advisor (the “Advisor”), previously entered into that certain Second Amended and Restated Advisory Agreement (2024), dated as of August 2, 2024 (the “2024 Advisory Agreement”). The term of the 2024 Advisory Agreement continued through April 30, 2025, subject to renewal for an unlimited number of one-year periods. The Company, the Operating Partnership and the Advisor renewed the 2024 Advisory Agreement on substantially the same terms through April 30, 2026, by entering into the Amended and Restated Advisory Agreement (2025) (the “2025 Advisory Agreement”), effective as of April 30, 2025. In addition, the 2025 Advisory Agreement reflects certain immaterial amendments to clarify the descriptions of certain services that will continue to be provided by the Advisor and certain fees and expenses for which the Advisor will continue to be paid and/or reimbursed, as well as to clarify the meanings of certain defined terms.
The foregoing description is qualified in its entirety by reference to the full text of the 2025 Advisory Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
From April 1, 2025 through May 1, 2025, the Company issued the following shares in transactions exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Regulation D.
The following table details the shares issued and gross proceeds:
Number of | |||||
| Shares Issued | Gross Proceeds | |||
Class S-PR Shares (1)(2) | 2,300,546 | $ | 29,901,595 | ||
Class D-PR Shares (1) | 2,726 | $ | 35,018 | ||
Class I-PR Shares (1) | 2,002,967 | $ | 25,749,335 |
(1) | Number of shares issued and gross proceeds include activity from shares issued pursuant to our distribution reinvestment plan. |
(2) | Gross proceeds for Class S-PR shares include upfront selling commissions and dealer manager fees, in aggregate, of $327,702. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
| Description |
10.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC. | |||
May 6, 2025 | By: | /s/ SCOTT A. SEAGER | |
Name: Scott A. Seager | |||
Title: Managing Director, Chief Financial Officer and Treasurer |
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