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): July 13, 2026
J.P. Morgan Real Estate Income Trust, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Maryland | 333-288565 | 87-3439916 | ||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
390 Madison Avenue New York, New York | 10017 | |||||||
| (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 | ||||||||||||
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, on August 22, 2024, an indirect subsidiary (the “Seller”) of J.P. Morgan Real Estate Income Trust, Inc. (the “Company”) entered into a Master Repurchase Agreement (the “Agreement”) with U.S. Bank National Association (the “Buyer”). The Agreement initially provided for a maximum aggregate purchase price of $150 million and had a three-year term plus two, one-year extension options. Subject to the terms and conditions thereof, the Agreement provided for the purchase, sale and repurchase of senior mortgage loans and participation interests in performing senior mortgage loans satisfying certain conditions set forth in the Agreement. Advances under the Agreement accrued interest at a per annum rate equal to the Term SOFR Base Rate (as defined in the Agreement) for a one-month period plus a margin as agreed upon by the Buyer and Seller for each transaction. The Agreement contained affirmative and negative covenants and provisions regarding events of default that are normal and customary for similar repurchase facilities. In connection with the Agreement, J.P. Morgan REIT Operating Partnership, L.P. (the “Operating Partnership”), entered into a Guaranty (the “Guaranty”) in favor of the Buyer under which the Operating Partnership agreed to provide a limited guarantee of the obligations of the Seller under the Agreement.
On November 14, 2025, the Seller, the Buyer and the Operating Partnership amended the Agreement and the Guaranty to increase the maximum aggregate purchase price from $150 million to $250 million. All other material terms of the Agreement and Guaranty remain the same.
On July 13, 2026, the Seller, the Buyer and the Operating Partnership amended the Agreement to increase the maximum aggregate purchase price from $250 million to $400 million. All other material terms of the Agreement remain the same.
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 17, 2026 | By: | /s/ Lawrence A. Goodfield, Jr. | ||||||||
| Lawrence A. Goodfield, Jr. Chief Financial Officer and Treasurer | |||||||||||