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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 10, 2025
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EQT Exeter Real Estate Income Trust, Inc.
(Exact name of registrant as specified in its charter)
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Maryland (State or other jurisdiction of incorporation or organization) | 333-273163 (Commission File Number) | 88-4108741 (I.R.S. Employer Identification Number) |
Five Radnor Corporate Center
100 Matsonford Road, Suite 250 Radnor, PA 19087 |
(Address of principal executive offices and zip code) |
Registrant's telephone number, including area code: (610) 828-3200 |
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| Not Applicable | |
| (Former name or former address, if changed since last report) |
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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) |
☐ | 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)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | None | None |
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 June 10, 2025, EQT Exeter Real Estate Income Trust, Inc. (the “Company”) issued 156.228 shares of Class E common stock at a price per share of $11.02 to two of the Company’s independent directors, for an aggregate purchase price of approximately $1.72 thousand. The shares issued to the independent directors pursuant to the Company’s distribution reinvestment plan were issued in private transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
On June 10, 2025, the Company issued 10,193.250 shares of Class A-I common stock at a price per share of $10.41 for an aggregate purchase price of approximately $106.11 thousand and 2,387.018 shares of Class A-II common stock at a price per share of $10.48 for an aggregate purchase price of approximately $25.02 thousand. The shares were issued pursuant to the Company’s distribution reinvestment plan to accredited investors in private placements. On July 1, 2025, the Company issued 468,179.659 Class A-II shares of common stock at a price per share of $10.52 to accredited investors in a private placement for an aggregate purchase price of approximately $4.93 million. The offer and sale of the Class A-I and Class A-II shares are exempt from the registration provisions of the Securities Act, by virtue of Section 4(a)(2) thereof and Rule 506(c) of Regulation D promulgated thereunder. EQT Partners BD, LLC (the “Dealer Manager,” formerly known as EQTE Brokerage LLC), an affiliate of the Company’s external advisor, serves as the dealer manager for the Company’s private offerings of Class A-I and Class A-II shares to accredited investors. Pursuant to the dealer manager agreement for the offerings, no fees, commissions or other compensation (other than the customary reimbursement of expenses and indemnification) are payable to the Dealer Manager.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: | July 7, 2025 | | EQT Exeter Real Estate Income Trust, Inc. |
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| | | By: | /s/ J. Peter Lloyd |
| | | Name: | J. Peter Lloyd |
| | | Title: | Chief Financial Officer and Director
(Principal Financial Officer) |