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): May 1, 2026
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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 3.02 Unregistered Sales of Equity Securities.
On May 1, 2026, J.P. Morgan Real Estate Income Trust, Inc. (the “Company”), pursuant to the Company's distribution reinvestment plan, issued 129,236, 10,950, and 21,980 Class E, Class I, and Class Y shares of common stock at prices per share of $11.53, $10.65, and $11.32, respectively, to accredited investors for aggregate purchase prices of $1.49 million, $0.12 million, and $0.25 million, respectively.
On May 1, 2026, the Company issued 766,647, 78,575, and 1,040,263 Class E, Class I, and Class Y shares of common stock at prices per share of $11.53, $10.65, and $11.45, respectively, to accredited investors in private placements for aggregate purchase prices of $8.84 million, $0.84 million, and $11.91 million, respectively. The aggregate commissions paid in connection with the sale of Class Y shares were $0.13 million.
On June 1, 2026, the Company, pursuant to the Company's distribution reinvestment plan, issued 130,000, 11,035, and 23,827 Class E, Class I, and Class Y shares of common stock at prices per share of $11.50, $10.61, and $11.29, respectively, to accredited investors for aggregate purchase prices of $1.50 million, $0.12 million, and $0.27 million, respectively.
On June 1, 2026, the Company issued 23,759, 16,330, and 385,232 Class E, Class I, and Class Y shares of common stock at prices per share of $11.50, $10.61, and $11.49, respectively, to accredited investors in private placements for aggregate purchase prices of $0.27 million, $0.17 million, and $4.43 million, respectively. The aggregate commissions paid in connection with the sale of Class Y shares were $0.08 million.
On July 1, 2026, the Company, pursuant to the Company's distribution reinvestment plan, issued 130,276, 11,109, and 25,011 Class E, Class I, and Class Y shares of common stock at prices per share of $11.52, $10.61, and $11.31, respectively, to accredited investors for aggregate purchase prices of $1.50 million, $0.12 million, and $0.28 million, respectively.
On July 1, 2026, the Company issued 226,097, 57,013, and 339,899 Class E, Class I, and Class Y shares of common stock at prices per share of $11.52, $10.61, and $11.52, respectively, to accredited investors in private placements for aggregate purchase prices of $2.61 million, $0.61 million, and $3.91 million, respectively. The aggregate commissions paid in connection with the sale of Class Y shares were $0.07 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.
| J.P. Morgan Real Estate Income Trust, Inc. | |||||||||||
| Date: | July 7, 2026 | By: | /s/ Lawrence A. Goodfield, Jr. | ||||||||
| Lawrence A. Goodfield, Jr. Chief Financial Officer and Treasurer | |||||||||||