Filed Pursuant to Rule 424(b)(3)
Registration No. 333-265588

J.P. MORGAN REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. 12 DATED DECEMBER 16, 2024

TO THE PROSPECTUS DATED APRIL 11, 2024

This prospectus supplement (this “Supplement”) is part of and should be read in conjunction with the prospectus of J.P. Morgan Real Estate Income Trust, Inc., dated April 11, 2024 (the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

The purposes of this Supplement are as follows:

	•		to disclose the transaction price for each class of our common stock as of January 1, 2025;

	•		to disclose the calculation of our November 30, 2024 net asset value (“NAV”) per share for each class of our common stock;

 

	•		to provide an update on the status of our offering;

 

	•		to disclose the amendment of our advisory agreement;

 

	•		to disclose the amendment of our valuation guidelines;

 

	•		to otherwise update the Prospectus; and

 

	•		to update the Form of Subscription Agreement.

 

January 1, 2025 Transaction Price

The transaction price for each share class of our common stock sold in this offering for subscriptions accepted as of January 1, 2025 (and repurchases as of December 31, 2024) is as follows:

		Transaction Price (per share)
Class D		$	10.41
Class I		$	10.46
Class S		$	10.87
Class T		$	11.03

As of November 30, 2024, we had not sold any Class T shares. As a result, the transaction price for our Class T shares is equal to the NAV per share for our Class E shares as of November 30, 2024. Class E, Class X and Class Y shares are not sold as a part of this offering. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees. The repurchase price for each share class equals the transaction price of such class.

 

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November 30, 2024 NAV Per Share

We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.jpmreit.com. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Prospectus for how our NAV is determined. The Adviser is ultimately responsible for determining our NAV.

The following table provides a breakdown of the major components of our NAV as of November 30, 2024 ($ and shares in thousands):

Components of NAV		November 30, 2024
Investments in real estate		$	416,975
Investments in real estate debt			79,319
Investments in real estate-related and other securities			6,440
Cash and cash equivalents			46,813
Restricted cash			694
Other assets			2,639
Debt obligations			(170,292	)
Other liabilities			(6,783	)
Accrued performance participation allocation			(801	)
Stockholder servicing fees payable the following month(1)			(13	)
Non-controlling interests in joint ventures			(8,231	)
Mandatorily redeemable instruments(2)			(105,340	)
Net Asset Value		$	261,420
Number of outstanding shares of common stock			24,270

 

(1)	Stockholder servicing fees only apply to Class T, Class S, Class D and Class Y shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under accounting principles generally accepted in the United States of America (“GAAP”), we accrue the lifetime cost of the stockholder servicing fee as an offering cost at the time we sell Class T, Class S, Class D and Class Y shares. The stockholder servicing fee on Class D shares was waived as of November 30, 2024, and the NAV attributable to current holders of Class D shares will not be included in the computation of stockholder servicing fees charged on Class D shares in perpetuity. As of November 30, 2024, we had accrued under GAAP stockholder servicing fees of $1.2 million.
(2)	Represents Class E units in the Operating Partnership and Class E shares (collectively the “Mandatorily Redeemable Instruments”) held by the Adviser that are mandatorily redeemable and only subject to delays to the continuous obligation to ultimately redeem such shares once sufficient availability exists under the share repurchase agreements. Therefore, the Mandatorily Redeemable Instruments held by the Adviser are classified as a liability pursuant to Topic 480 — Distinguishing Liabilities from Equity and are initially presented at the initial funding amount received, which is equivalent to fair value at the issuance dates. Subsequently, the Mandatorily Redeemable Instruments are carried at their cash redemption value as if the units and shares were repurchased or redeemable at the reporting date, which equals NAV per unit of $11.03. As of November 30, 2024, there were approximately 9.0 million Class E units and approximately 0.5 million Class E shares included in Mandatorily Redeemable Instruments.

The following table provides a breakdown of our total NAV and NAV per share of common stock by share class as of November 30, 2024 ($ and shares in thousands, except per-share data):

NAV Per Share		Class D Shares				Class I Shares				Class S Shares				Class T Shares				Class E Shares				Class X Shares				Class Y Shares				Total
Net asset value attributable to common stockholders		$	10,126			$	101,346			$	609			$	—			$	131,924			$	—			$	17,415			$	261,420
Number of outstanding shares			972				9,688				56				—				11,963				—				1,591				24,270
NAV per share		$	10.41			$	10.46			$	10.87			$	—			$	11.03							$	10.95

 

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Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the November 30, 2024 valuations, based on property types. Once we own more than one single-family rental and more than one retail property, we will include the key assumptions for such property types.

Property Type		Discount Rate				Exit Capitalization Rate
Multifamily			6.75	%			5.50	%
Industrial			7.40	%			5.85	%

These assumptions are determined by our independent valuation advisor and reviewed by the Adviser. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:

Input		Hypothetical Change		Industrial Investment Values				Multifamily Investment Values
Discount Rate		0.25% decrease			2.16	%			1.92	%
(weighted average)		0.25% increase			(1.95	)%			(1.87	)%
Exit Capitalization Rate		0.25% decrease			2.77	%			2.96	%
(weighted average)		0.25% increase			(2.47	)%			(2.65	)%

 

Status of Our Current Public Offering

Our public offering was declared effective by the SEC on July 22, 2022, and we are currently offering on a continuous basis up to $5.0 billion in shares of our common stock, consisting of up to $4.0 billion in shares in our primary offering and up to $1.0 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we have issued and sold 974,432 Class D, 7,830,186 Class I and 53,776 Class S shares in the primary offering for total proceeds of approximately $91.7 million. We have issued 33,328 Class D, 125,448 Class I and 2,448 Class S shares for a total value of approximately $1.7 million pursuant to our distribution reinvestment plan. As of the date hereof, we have not sold any Class T shares in this offering. We intend to continue selling shares in the public offering on a monthly basis.

Advisory Agreement Amendment

On December 12, 2024, following the approval of our board of directors, including all of our independent directors, we entered into a Third Amended and Restated Advisory Agreement with the Operating Partnership and the Adviser to reflect an updated reimbursement schedule for operating expenses advanced by the Adviser.

The following disclosure modifies all disclosure in the Prospectus relating to the Adviser’s advancement of operating expenses:

In addition to the organization and offering expense reimbursement, we reimburse the Adviser for out-of-pocket costs and expenses it incurs in connection with the services it provides to us, including (1) the actual cost of goods and services used by us and obtained from third parties, including fees paid to administrators, consultants, attorneys, technology providers and other service providers, and brokerage fees paid in connection with the purchase and sale of investments and securities, (2) expenses of managing and operating our properties, whether payable to an affiliate or a non-affiliated person and (3) expenses related to the personnel of the Adviser performing services for us other than those who provide investment advisory services or serve as our directors or officers. The Adviser will advance on our behalf certain of our operating expenses but excluding investment-related expenses and financing expenses through the earlier of (i) the first date that our NAV reaches $1 billion and (ii) December 31, 2026, at which point we will reimburse the Adviser for all such advanced expenses ratably over the 60 months following such date.

Valuation Guidelines Amendments

On December 12, 2024, our board of directors approved our Fourth Amended and Restated Valuation Guidelines to reflect an updated reimbursement schedule for operating expenses advanced by the Adviser.

The following disclosure replaces the section of the Prospectus entitled “Net Asset Value Calculation and Valuation Guidelines—Liabilities”:

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We include the fair value of our liabilities as part of our NAV calculation. Our liabilities include the fees payable to the Adviser and the Dealer Manager, any accrued performance participation allocation to the Special Limited Partner, accounts payable, accrued operating expenses, property-level debt, any portfolio-level debt and other liabilities. All liabilities will be valued using widely accepted methodologies specific to each type of liability. Our debt is valued at fair value in accordance with GAAP. Liabilities allocable to a specific class of shares, including stockholder servicing fees, the management fee payable to the Adviser and the performance participation payable to the Special Limited Partner are only included in the NAV calculation for that class. The Adviser has advanced, and will continue to advance, our organization and offering expenses on our behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through July 22, 2024, the second anniversary of the commencement of this offering. We will reimburse the Adviser for such advanced expenses ratably over the 60 months following July 22, 2024. For purposes of calculating our NAV, the organization and offering expenses paid by the Adviser through July 22, 2024 are not recognized as expenses or as a component of equity and reflected in our NAV until we reimburse the Adviser for these expenses. In addition, the operating expenses paid by the Adviser through the earlier of (i) the first date that our NAV reaches $1 billion and (ii) December 31, 2026 are not recognized as expenses or as a component of equity and reflected in our NAV until we reimburse the Adviser for these expenses. For purposes of calculating a monthly NAV, the stockholder servicing fee for each applicable class of shares will be calculated by multiplying the accrued monthly stockholder servicing fee rate (1/12th of the total annual stockholder servicing fee rate for each applicable class of shares) by the aggregate NAV of such class of shares for that month, after adjustment for any net portfolio income or loss, unrealized/realized gains or losses on assets and liabilities, management fee expense and performance participation allocation accrual. The Adviser’s valuation of each investment’s liabilities, including any third-party incentive fee payments or investment level debt, deal terms and structure will not be reviewed by our independent valuation advisor or appraised.

Other Updates to the Prospectus

The following disclosure supersedes and replaces the first paragraph in the section of the Prospectus entitled “Suitability Standards.”

Shares of our common stock are suitable only as a long-term investment for persons of adequate financial means who do not need near-term liquidity from their investment. We do not expect there to be a public market for our shares and thus it may be difficult for you to sell your shares. On a limited basis, you may be able to have your shares repurchased through our share repurchase plan, although we are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular month in our discretion. You should not purchase shares of our common stock if you need to sell them in the near future. The minimum initial investment that we will accept for Class T shares, Class S shares, or Class D shares is $2,500 and the minimum subsequent investment is $500 per transaction. The minimum initial investment that we will accept for Class I shares purchased through registered investment advisers and other eligible financial intermediary fee-based accounts is $2,500, the minimum initial investment that we will accept for Class I shares purchased through other channels is $1,000,000 and the minimum subsequent investment is $500 per transaction, unless waived by us.

The following disclosure supersedes and replaces the response following the question “Is there any minimum investment required?” in the section of the Prospectus entitled “Prospectus Summary.”

The minimum initial investment that we accept for Class T shares, Class S shares, or Class D shares is $2,500 and the minimum subsequent investment is $500 per transaction. The minimum initial investment that we accept for Class I shares purchased through registered investment advisers and other eligible financial intermediary fee-based accounts is $2,500, the minimum initial investment that we will accept for Class I shares purchased through other channels is $1,000,000 and the minimum subsequent investment is $500 per transaction, unless waived by us. The minimum subsequent investment amount does not apply to purchases made under our distribution reinvestment plan.

The following disclosure supersedes and replaces the third paragraph in the section of the Prospectus entitled “Plan of Distribution.”

Class T shares and Class S shares are available through brokerage and transaction-based accounts. Class D shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class D shares, (2) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class D shares, (3) through transaction/brokerage platforms at participating broker-dealers, (4) through certain RIAs, (5) through bank trust departments or any other organization

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or person authorized to act in a fiduciary capacity for its clients or customers or (6) by other categories of investors that we name in an amendment or supplement to this prospectus. Class I shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class I shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class I shares, (4) through certain RIAs, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers, (6) by our executive officers and directors and their immediate family members, as well as officers and employees of the Adviser, J.P. Morgan or other affiliates and their immediate family members, (7) by Other J.P. Morgan Accounts or (8) by other categories of investors that we name in an amendment or supplement to this prospectus. In certain cases, where a holder of Class S shares, Class T shares or Class D shares exits a relationship with a participating broker-dealer or other intermediary for this offering and does not enter into a new relationship with a participating broker-dealer or other intermediary for this offering, such holder’s shares may be exchanged for a number of Class I shares with an equivalent NAV. In such instances, the Dealer Manager will not serve as the broker-dealer for such stockholder. We also offer Class I shares to certain feeder vehicles primarily created to hold our Class I shares, which in turn offer interests in themselves to investors; we conduct such offerings pursuant to exemptions to registration under the Securities Act and not as a part of this offering. We may also offer Class I shares to other investment vehicles and in other private offerings. Such feeder vehicles may have additional costs and expenses, which would be disclosed in connection with the offering of their interests. The minimum initial investment for Class I shares purchased through registered investment advisers and other eligible financial intermediary fee-based accounts is $2,500 and the minimum initial investment for Class I shares purchased through other channels is $1,000,000, unless waived by us. If you are eligible to purchase all four classes of shares, you should consider, among other things, the amount of your investment, the length of time you intend to hold the shares and the upfront selling commissions, dealer manager fees and stockholder servicing fees attributable to the Class T shares, Class S shares or Class D shares. The Dealer Manager will not sell shares directly to retail customers or have a relationship with you (including if you exit a relationship with a participating broker-dealer or other intermediary), and you should consult with your participating broker-dealer or your investment professional as to the suitability to you of an investment in our shares. Before making your investment decision, please consult with your investment professional regarding your account type and the classes of common stock you may be eligible to purchase. Some investment professionals may offer and sell only one or a limited number of the classes of our common stock being sold in this offering.

The following disclosure supersedes and replaces the third bullet point of the second paragraph in the section of the Prospectus entitled “How to Subscribe.”

Deliver a check, submit a wire transfer, instruct your broker-dealer to make payment from your brokerage account or otherwise deliver funds for the full purchase price along with the completed subscription agreement to the participating broker- dealer. Checks should be made payable, or wire transfers directed, to “J.P. Morgan Real Estate Income Trust” or “J.P. Morgan REIT.” For Class T shares, Class S shares, and Class D shares and Class I shares purchased through registered investment advisers and other eligible financial intermediary fee-based accounts, after you have satisfied the applicable minimum purchase requirement of $2,500, additional purchases must be in increments of $500. For Class I shares not purchased through registered investment advisers and other eligible financial intermediary fee-based accounts, after you have satisfied the applicable minimum purchase requirement of $1,000,000, additional purchases must be in increments of $500, unless such minimums are waived by us. The minimum subsequent investment does not apply to purchases made under our distribution reinvestment plan.

The following overnight address for SS&C GIDS, Inc. supersedes and replaces the overnight address set forth on pages 36 and 276-277 of the Prospectus.

Overnight Address:

SS&C GIDS, Inc.

801 Pennsylvania Ave., Suite 219125

Kansas City, MO 64105-1307

The following disclosure is added to the “Experts” section of the Prospectus.

The estimated market values of our investments in real estate as of November 30, 2024 presented on page 2 of this Supplement under the section “November 30, 2024 NAV Per Share” have been prepared by SitusAMC Real Estate Valuation Services, LLC, an independent valuation firm, and are included in this Supplement given the authority of

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such firm as experts in property valuations and appraisals. SitusAMC Real Estate Valuation Services, LLC will not calculate or be responsible for our NAV per share for any class of our shares.

Form of Subscription Agreement

The Form of Subscription Agreement included as Appendix C to the Prospectus is superseded and replaced with the Form of Subscription Agreement attached as Appendix A to this Supplement.

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