Ares Real Estate Income Trust (ZARE) raises capital via unregistered Reg D share sales

Rhea-AI Filing Summary

Ares Real Estate Income Trust Inc. reported unregistered sales of multiple share classes under Regulation D on July 1, 2026. The company issued 854,316 Class S-PR shares for gross proceeds of $7,073,956, 368,010 Class D-PR shares for $3,014,294, and 1,374,987 Class I-PR shares for $11,262,240. These figures include shares issued through the company’s distribution reinvestment plan, and Class S-PR proceeds reflect $76,420 of upfront selling commissions and dealer manager fees.

Insights

Real estate securities analyst

Routine private capital raise across multiple share classes.

Ares Real Estate Income Trust Inc. completed unregistered equity sales under Regulation D, issuing Class S-PR, D-PR, and I-PR shares for gross proceeds exceeding $21M across all classes combined. This reflects continued capital formation through both cash subscriptions and distribution reinvestment.

The disclosure notes that all classes include activity from the distribution reinvestment plan, indicating part of the issuance simply recycles cash distributions into new shares. Class S-PR proceeds also embed $76,420 of selling commissions and dealer manager fees, slightly reducing net cash compared with gross proceeds.

Overall, this is a routine funding mechanism for a non-traded real estate vehicle rather than a transformative event. Dilution and capital deployment effects would depend on the trust’s broader equity base and investment pipeline, which are not detailed in this excerpt.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Class S-PR shares issued: 854,316 shares Class S-PR gross proceeds: $7,073,956 Class D-PR shares issued: 368,010 shares +4 more

7 metrics

Class S-PR shares issued 854,316 shares Unregistered issuance on July 1, 2026 under Regulation D

Class S-PR gross proceeds $7,073,956 Includes $76,420 of selling commissions and dealer manager fees

Class D-PR shares issued 368,010 shares Unregistered issuance on July 1, 2026 under Regulation D

Class D-PR gross proceeds $3,014,294 Includes distribution reinvestment plan activity

Class I-PR shares issued 1,374,987 shares Unregistered issuance on July 1, 2026 under Regulation D

Class I-PR gross proceeds $11,262,240 Includes distribution reinvestment plan activity

Class S-PR fees $76,420 Upfront selling commissions and dealer manager fees

Key Terms

Regulation D, distribution reinvestment plan, upfront selling commissions, dealer manager fees, +1 more

5 terms

Regulation D regulatory

"transactions exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Regulation D."

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

distribution reinvestment plan financial

"Number of shares issued and gross proceeds include activity from shares issued pursuant to our distribution reinvestment plan."

An automatic program that uses cash distributions—such as dividends or other payouts—from a stock or fund to buy additional shares of the same security instead of handing out cash to the investor. Think of it like using store credit you’d otherwise pocket to buy more items: it makes your holding grow over time without you having to manually reinvest, which can compound returns, reduce transaction costs and change the timing of taxable income.

upfront selling commissions financial

"Gross proceeds for Class S-PR shares include upfront selling commissions and dealer manager fees, in aggregate, of $76,420."

dealer manager fees financial

"Gross proceeds for Class S-PR shares include upfront selling commissions and dealer manager fees, in aggregate, of $76,420."

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/08/2026 - 01:24 PM Accepted by SEC EDGAR 07/08/2026 - 01:24 PM Learn about SEC filing dates

FAQ

What unregistered shares did Ares Real Estate Income Trust (ZARE) issue on July 1, 2026?

On July 1, 2026, Ares Real Estate Income Trust issued Class S-PR, Class D-PR, and Class I-PR shares in unregistered transactions under Regulation D, reflecting both new equity capital and shares issued through its distribution reinvestment plan across these share classes.

How many Class S-PR shares did Ares Real Estate Income Trust (ZARE) sell and for what proceeds?

Ares Real Estate Income Trust issued 854,316 Class S-PR shares for gross proceeds of $7,073,956. These proceeds include $76,420 of upfront selling commissions and dealer manager fees, meaning the net cash retained by the company from this particular share class is slightly lower than the gross amount.

What were the Class D-PR share issuances for Ares Real Estate Income Trust (ZARE)?

The trust issued 368,010 Class D-PR shares, generating gross proceeds of $3,014,294. This issuance was part of a broader set of unregistered equity sales conducted under Regulation D, which also included other share classes and activity from the distribution reinvestment plan.

How many Class I-PR shares did Ares Real Estate Income Trust (ZARE) issue and how much was raised?

Ares Real Estate Income Trust issued 1,374,987 Class I-PR shares for gross proceeds of $11,262,240. These shares were sold in transactions exempt from Securities Act registration under Regulation D and include issuances tied to the company’s distribution reinvestment plan.

What role did the distribution reinvestment plan play in Ares Real Estate Income Trust (ZARE) share issuance?

For all reported share classes, the number of shares issued and the gross proceeds include activity related to the distribution reinvestment plan. This means some investors chose to reinvest cash distributions into additional Class S-PR, Class D-PR, or Class I-PR shares instead of receiving cash.

Were there significant fees associated with Ares Real Estate Income Trust (ZARE) Class S-PR sales?

Yes. Gross proceeds for the Class S-PR shares include $76,420 in upfront selling commissions and dealer manager fees. These costs reduce the net amount of capital the trust ultimately retains from the Class S-PR issuance compared with its reported gross proceeds figure.

FALSE000132797800013279782026-07-012026-07-01

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 1, 2026

ARES REAL ESTATE INCOME TRUST INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland			000-52596			30-0309068
(State or other jurisdiction of incorporation)			(Commission File No.)			(I.R.S. Employer Identification No.)

One Tabor Center, 1200 Seventeenth Street, Suite 2900, Denver, CO			80202
(Address of Principal Executive Offices)			(Zip Code)

(303) 228-2200

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐     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

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 July 1, 2026, Ares Real Estate Income Trust Inc. (referred to herein as the “Company,” “we,” “our,” or “us”) issued the following shares in transactions exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Regulation D.

The following table details the shares issued and gross proceeds:

						Number of
						Shares Issued						Gross Proceeds
Class S-PR Shares (1)(2)						854,316						$	7,073,956
Class D-PR Shares (1)						368,010						$	3,014,294
Class I-PR Shares (1)						1,374,987						$	11,262,240

_________________________

(1)Number of shares issued and gross proceeds include activity from shares issued pursuant to our distribution reinvestment plan.

(2)Gross proceeds for Class S-PR shares include upfront selling commissions and dealer manager fees, in aggregate, of $76,420.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Ares Real Estate Income Trust Inc.
July 8, 2026
			By:			/s/ TAYLOR M. PAUL
						Taylor M. Paul Managing Director, Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 19.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 11.3 KB