FALSE000132797800013279782026-05-192026-05-19
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 19, 2026
ARES REAL ESTATE INCOME TRUST INC.
(Exact Name of Registrant as Specified in its Charter)
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| Maryland | 000-52596 | 30-0309068 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
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One Tabor Center, 1200 Seventeenth Street, Suite 2900, Denver, CO | 80202 |
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| (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 1.01 Entry into a Material Definitive Agreement.
Subscription Agreement Amendment
As previously disclosed in the Current Report on Form 8-K filed by Ares Real Estate Income Trust Inc. (referred to herein as the “Company,” “we,” “our,” or “us”) with the Securities and Exchange Commission on October 17, 2025 (the “Prior 8-K”), on October 17, 2025 (the “Purchase Date”), the Company entered into a subscription agreement (the “Subscription Agreement”) with Ares Apogee Finance HoldCo L.P. (“Apogee SPV”), an affiliate of Ares Commercial Real Estate Management LLC, the Company’s advisor (the “Advisor”), pursuant to which Apogee SPV purchased shares (the “Securities”) of Class B common stock, par value $0.01 per share (the “Class B Common Shares”), of the Company in a purchase amount equal to $200,000,000 (the “Initial Purchase”).
On May 19, 2026, the Company and Apogee SPV entered into an Amendment to Subscription Agreement (the “Amendment”) which provides for an additional purchase of Class B Common Shares (the “Upsize Purchase Securities”) in a purchase amount equal to $100,000,000 (the “Upsize Purchase”). Together with the Initial Purchase, the aggregate purchase amount under the Subscription Agreement, as amended by the Amendment, is $300,000,000.
The Upsize Purchase Securities will be issued by the Company on June 1, 2026. The Upsize Purchase will be made at the net asset value (“NAV”) per share of the Company’s Class I-PR common stock, par value $0.01 per share, as of April 30, 2026. The offer and sale of the Upsize Purchase Securities to Apogee SPV is exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof in light of Apogee SPV’s status as an institutional accredited investor and because it was not part of a public offering.
The Upsize Purchase Securities, together with the Securities purchased in the Initial Purchase, are subject to a three-year lock-up from the Purchase Date (the expiration of such period, the “Liquidity Date”). On or after the Liquidity Date, Apogee SPV may request that the Company redeem Securities, including the Upsize Purchase Securities, pursuant to the Company’s share redemption program (as amended from time to time, the “SRP”) (but only during the last month of any calendar quarter) provided that such requests will be subordinate to requests from all other common stockholders who have properly submitted a redemption request for such month in accordance with the SRP. In the event that the Securities, including the Upsize Purchase Securities, are held by a non-affiliate of the Advisor, or if the Advisor is no longer the external advisor to the Company, then the redemption terms specified within this paragraph (other than the three-year lock-up) shall terminate and be of no further force or effect and instead, on or after the Liquidity Date, Apogee SPV may request to have additional Securities, including the Upsize Purchase Securities, redeemed by the Company pursuant to the SRP pari passu with all other stockholders of the Company.
Furthermore, pursuant to the terms of the Amendment, on or after the Liquidity Date, Apogee SPV may require the Company to repurchase on a monthly basis, at a price per share equal to the most recently determined NAV per share as of the repurchase date, up to $7,500,000 of Securities, including Upsize Purchase Securities, per quarter, with such repurchase not subject to, nor eligible for redemption under, the terms of the SRP; provided that the timing of such requests, and the satisfaction of such requests, shall match the timing of the SRP. Any of such amounts not requested for redemption during a quarter will not roll forward to the next quarter.
All other material terms of the Subscription Agreement, as previously disclosed in the Prior 8-K, remain in full force and effect and are incorporated herein by reference to the Prior 8-K.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 relating to the Amendment is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
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Exhibit
Number | | Description |
| 10.1* | | Amendment, dated May 19, 2026, to Subscription Agreement dated October 17, 2025, by and between Ares Real Estate Income Trust Inc. and Ares Apogee Finance HoldCo L.P. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
____________________________________________
*Filed herewith.
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.
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| Ares Real Estate Income Trust Inc. |
May 22, 2026 | |
| By: | /s/ TAYLOR M. PAUL |
| | Taylor M. Paul Managing Director, Chief Financial Officer and Treasurer |
AMENDMENT TO SUBSCRIPTION AGREEMENT
This Amendment to Subscription Agreement (this “Amendment”) is entered into as of May 19, 2026, by and between Ares Real Estate Income Trust Inc., a Maryland corporation (the “Company”) and Ares Apogee Finance HoldCo L.P., a Delaware limited partnership (“Apogee SPV”). Capitalized terms used herein and not defined shall have the meaning ascribed to them in the Subscription Agreement (as defined in Recital A below).
RECITALS
A.The Company and Apogee SPV are parties to that certain Subscription Agreement, dated as of October 17, 2025 (the “Subscription Agreement”) pursuant to which Apogee SPV purchased $200,000,000 of Class B Common Shares, which is referred to in the Agreement as the Purchase.
B.Apogee SPV has determined to make an additional purchase of $100,000,000 of Class B Common Shares.
C.The Company and Apogee SPV desire to amend the Subscription Agreement as more particularly set forth herein to reflect the additional purchase.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.The following is hereby inserted at the end of the first paragraph of the Subscription Agreement.
Apogee SPV, as of May 19, 2026, further agrees to purchase Class B Common Shares of the Company in a purchase amount equal to $100,000,000 pursuant to the terms and conditions of this Subscription Agreement. For the avoidance of doubt, such Class B Common Shares shall also be considered “Securities” for the purposes of this Agreement.
2.The following is hereby inserted as Section 13 to the Subscription Agreement.
13. Subject to the provisions in this Subscription Agreement, Apogee SPV hereby agrees to purchase from the Company $100,000,000 of Class B Common Shares (the “Upsize Purchase”) on May 19, 2026 (the “Upsize Purchase Date”) for such Securities (the “Upsize Purchase Securities”) to be issued by the Company on June 1, 2026 (the “Upsize Issuance Date”).
a. Apogee SPV shall make the Upsize Purchase pursuant to the terms of this Subscription Agreement in U.S. dollars by wire transfer of immediately available funds prior to the Upsize Issuance Date.
b.In exchange for the Upsize Purchase pursuant to the terms of this Subscription Agreement, the Company shall issue to Apogee SPV a number of Class B Common Shares equal to the Upsize Purchase amount divided by a share price equal to the NAV per share of Class I-PR common stock, par value $0.01 per share, of the Company, as of April 30, 2026, as determined pursuant to the Company’s Valuation Procedures (as defined in the Charter) and Multiple Class Plan (as defined in the Charter).
c.Apogee SPV hereby makes to the Company the representations and warranties set forth in Sections 2(a)–(j) of this Subscription Agreement as of the Upsize Purchase Date with respect to the Upsize Purchase Securities.
d.The Company hereby makes to Apogee SPV the representations and warranties set forth in Sections 4(a)–(e) of this Subscription Agreement as of the Upsize Purchase Date with respect to the Upsize Purchase Securities.
3.The following supersedes and replaces Sections 5(a)–(c) of the Subscription Agreement in their entirety.
5(a). The Securities, including, for the avoidance of doubt, the Upsize Purchase Securities (as defined in Section 13 below), will be subject to a three-year lock-up that began on the original Purchase Date of October 17, 2025 and will end on the three-year anniversary thereof (such date, the “Liquidity Date”).
5(b). On or after the Liquidity Date, Apogee SPV may request to have the Securities, including the Upsize Purchase Securities, redeemed by the Company pursuant to the Company’s share redemption program (as amended from time to time, the “SRP”) (but only during the last month of any calendar quarter, such that redemptions satisfied will be satisfied on the first business day following such calendar quarter, consistent with the SRP) provided that such requests will be subordinate to requests from all other common stockholders who have properly submitted a redemption request for such month in accordance with the SRP (each, an “Optional SRP Repurchase”). Notwithstanding this subsection, in the event that the Securities, including the Upsize Purchase Securities, are held by a non-affiliate of Ares Commercial Real Estate Management LLC (the “Advisor”), or the Advisor is no longer the external advisor to the Company, then the foregoing shall terminate and be of no further force or effect and instead, on or after the Liquidity Date, Apogee SPV may request to have additional Securities, including the Upsize Purchase Securities, redeemed by the Company pursuant to the SRP pari passu
with all other stockholders of the Company. Any repurchases made in satisfaction of an Optional SRP Repurchase for a given quarter will be made as of the first business day of the following quarter (consistent with the SRP).
5(c). In addition, on or after the Liquidity Date, Apogee SPV may require the Company to repurchase on a monthly basis, at a price per share equal to the most recently determined NAV per share as of the repurchase date, up to $7,500,000 of Securities, including Upsize Purchase Securities (each, an “Optional Non-SRP Repurchase” and collectively with an Optional SRP Repurchase, an “Optional Repurchase”) per quarter that is not subject to, nor eligible for redemption under, the terms of the SRP. The timing of such requests, and the satisfaction of such requests, shall match the timing of the SRP. Any of such amounts not requested for redemption during a quarter will not roll forward to the next quarter.
4.The terms and provisions of this Amendment shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties.
5.This Amendment shall be construed and enforced in accordance with the choice of law provisions in the Subscription Agreement, without regard to conflict of law rules.
6.The parties acknowledge and agree that except as set forth herein, all other terms of the Subscription Agreement are reaffirmed and shall remain in full force and effect.
7.Any provision of this Amendment which is invalid or unenforceable in any jurisdiction, shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.
8.This Amendment may be executed by pdf format scanned signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts will be construed together, be deemed an original, and will constitute one and the same instrument. The parties hereto hereby agree that this Amendment may be executed by way of electronic signatures and that the electronic signature has the same binding effect as a physical signature. For the avoidance of doubt, the parties further agree that this Amendment, or any part thereof, will not be denied legal effect, validity or enforceability solely on the ground that it is in the form of an electronic record.
[Signature page follows]
IN WITNESS WHEREOF, the parties have hereunto set their respective hands the day and year first above written.
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| “COMPANY” |
| ARES REAL ESTATE INCOME TRUST INC. |
| By: | /s/ Taylor M. Paul |
| Name: | Taylor M. Paul |
| Title: | Managing Director, Chief Financial Officer and Treasurer |
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| “APOGEE SPV” |
ARES APOGEE FINANCE HOLDCO L.P.
By: Ares Apogee Finance HoldCo GP LLC, its general partner
By: Ares Apogee 2025 GP, LLC, its sole member |
| By: | /s/ Matthew Jill |
| Name: | Matthew Jill |
| Title: | Authorized Signatory |
