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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2024

 

 

J.P. Morgan Real Estate Income Trust, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland

333-265588

87-3439916

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

277 Park Avenue

9th Floor

New York, New York

 

10172

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (212) 270-6000

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


Item 1.01. Entry Into a Material Definitive Agreement.

On December 12, 2024, J.P. Morgan Real Estate Income Trust, Inc. (the “Company”) entered into a Third Amended and Restated Advisory Agreement (the “Third A&R Advisory Agreement”) by and among the Company, J.P. Morgan REIT Operating Partnership, L.P. (the “Operating Partnership”), and J.P. Morgan Investment Management Inc. (the “Adviser”) to reflect an updated reimbursement schedule for operating expenses advanced by the Adviser. Pursuant to the Third A&R Advisory Agreement, the Adviser may advance certain of the Company’s operating expenses through the earlier of (i) the first date that the Company’s net asset value reaches $1 billion and (ii) December 31, 2026.

The summary of the Third A&R Advisory Agreement set forth above does not purport to be a complete summary and is qualified in its entirety by reference to the Third A&R Advisory Agreement, a copy of which is filed herewith and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1*

 

Third Amended and Restated Advisory Agreement by and among J.P. Morgan Real Estate Income Trust, Inc., J.P. Morgan REIT Operating Partnership, L.P. and J.P. Morgan Investment Management Inc., dated December 12, 2024

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

J.P. Morgan Real Estate Income Trust, Inc.

 

 

 

 

Date:

December 13, 2024

By:

/s/ Lawrence A. Goodfield, Jr.

 

 

 

Lawrence A. Goodfield, Jr.
Chief Financial Officer and Treasurer