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
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Date of Report (Date of earliest event reported): December 1, 2025 |
J.P. Morgan Real Estate Income Trust, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Maryland |
333-288565 |
87-3439916 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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390 Madison Avenue |
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New York, New York |
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10017 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (212) 270-6000 |
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: None |
Title of each class
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Trading
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Name of each exchange on which registered
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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 3.02 Unregistered Sales of Equity Securities.
On December 1, 2025, J.P. Morgan Real Estate Income Trust, Inc. (the “Company”), pursuant to the Company's distribution reinvestment plan, issued 108,096, 10,996 and 18,190 Class E, Class I and Class Y shares of common stock at prices per share of $11.27, $10.52 and $11.13, respectively, to accredited investors for aggregate purchase prices of $1.22 million, $0.12 million and $0.20 million, respectively.
On December 1, 2025, the Company issued 371,999, 18,302, and 163,139 Class E, Class I, and Class Y shares of common stock at prices per share of $11.27, $10.52, and $11.35, respectively, to accredited investors in private placements for aggregate purchase prices of $4.19 million, $0.19 million and $1.85 million, respectively. The aggregate commissions paid in connection with the sale of Class Y shares were $0.04 million.
On January 2, 2026, the Company, pursuant to the Company's distribution reinvestment plan, issued 108,322, 11,056 and 18,261 Class E, Class I and Class Y shares of common stock at prices per share of $11.43, $10.63 and $11.23, respectively, to accredited investors for aggregate purchase prices of $1.24 million, $0.12 million and $0.21 million, respectively.
On January 2, 2026, the Company issued 1,072,210 and 283,059 Class E and Class Y shares of common stock at prices per share of $11.43 and $11.46, respectively, to accredited investors in private placements for aggregate purchase prices of $12.25 million and $3.24 million, respectively. The aggregate commissions paid in connection with the sale of Class Y shares were $0.06 million.
On February 2, 2026, the Company, pursuant to the Company's distribution reinvestment plan, issued 112,252, 10,715 and 19,123 Class E, Class I and Class Y shares of common stock at prices per share of $11.42, $10.61 and $11.24, respectively, to accredited investors for aggregate purchase prices of $1.28 million, $0.11 million and $0.21 million, respectively.
On February 2, 2026, the Company issued 678,067, 12,253, and 461,021 Class E, Class I, and Class Y shares of common stock at prices per share of $11.42, $10.61, and $11.37, respectively, to accredited investors in private placements for aggregate purchase prices of $7.74 million, $0.13 million and $5.24 million, respectively. The aggregate commissions paid in connection with the sale of Class Y shares were $0.06 million.
The transactions described above were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and Regulation D thereunder because they were not part of any public offering and did not involve any general solicitation or general advertising.
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.
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J.P. Morgan Real Estate Income Trust, Inc. |
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Date: |
February 19, 2026 |
By: |
/s/ Lawrence A. Goodfield, Jr. |
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Lawrence A. Goodfield, Jr.
Chief Financial Officer and Treasurer |