STOCK TITAN

Ares Real Estate (ZARE) renews 2026 advisory pact and completes Reg D share sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ares Real Estate Income Trust Inc. renewed its advisory arrangement by entering into an Amended and Restated Advisory Agreement (2026) with AREIT Operating Partnership LP and Ares Commercial Real Estate Management LLC, effective April 30, 2026, extending the prior agreement’s term through April 30, 2027 and making immaterial clarifications around services for private placements.

On May 1, 2026, the company completed unregistered issuances under Regulation D, selling 2,122,979 Class S-PR shares for gross proceeds of $17,383,452 and 3,274,049 Class I-PR shares for gross proceeds of $26,672,693. The Class S-PR proceeds include upfront selling commissions and dealer manager fees totaling $88,176, and figures include activity from the distribution reinvestment plan.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Advisory agreement term end April 30, 2027 End date of renewed Amended and Restated Advisory Agreement (2026)
Class S-PR shares issued 2,122,979 shares Unregistered issuance on May 1, 2026 under Regulation D
Class S-PR gross proceeds $17,383,452 Gross proceeds from Class S-PR issuance including DRIP activity
Class I-PR shares issued 3,274,049 shares Unregistered issuance on May 1, 2026 under Regulation D
Class I-PR gross proceeds $26,672,693 Gross proceeds from Class I-PR issuance including DRIP activity
Class S-PR fees $88,176 Upfront selling commissions and dealer manager fees included in Class S-PR gross proceeds
Exhibit 10.1 Advisory Agreement (2026) Amended and Restated Advisory Agreement filed with the report
Amended and Restated Advisory Agreement financial
"entered into the Amended and Restated Advisory Agreement (2026) (the “2026 Advisory Agreement”)"
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 $88,176"
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.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
FALSE000132797800013279782026-04-302026-04-30

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): April 30, 2026
ARES REAL ESTATE INCOME TRUST INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland000-5259630-0309068
(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 1.01     Entry into a Material Definitive Agreement.
Amended and Restated Advisory Agreement (2026)

Renewal of Advisory Agreement

Ares Real Estate Income Trust Inc. (the “Company”), AREIT Operating Partnership LP, the Company’s operating partnership (the “Operating Partnership”), and Ares Commercial Real Estate Management LLC, the Company’s advisor (the “Advisor”), previously entered into that certain Amended and Restated Advisory Agreement (2025), dated as of April 30, 2025 (the “2025 Advisory Agreement”). The term of the 2025 Advisory Agreement continued through April 30, 2026, subject to renewal for an unlimited number of one-year periods. The Company, the Operating Partnership and the Advisor renewed the 2025 Advisory Agreement on substantially the same terms through April 30, 2027, by entering into the Amended and Restated Advisory Agreement (2026) (the “2026 Advisory Agreement”), effective as of April 30, 2026. In addition, the 2026 Advisory Agreement reflects certain immaterial amendments to clarify the description of certain services that will continue to be provided by the Advisor or its affiliates in connection with private placements of securities by the Company and its subsidiaries.

The foregoing description is qualified in its entirety by reference to the full text of the 2026 Advisory Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 3.02     Unregistered Sales of Equity Securities.
On May 1, 2026, the Company 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 IssuedGross Proceeds
Class S-PR Shares (1)(2)2,122,979$17,383,452 
Class I-PR Shares (1)3,274,049$26,672,693 
_________________________
(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 $88,176.

Item 9.01     Financial Statements and Exhibits.
(d)Exhibits
Exhibit
Number
Description
10.1*
Amended and Restated Advisory Agreement (2026), dated as of April 30, 2026, by and among Ares Real Estate Income Trust Inc., AREIT Operating Partnership LP and Ares Commercial Real Estate Management LLC.
104Cover 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.
Ares Real Estate Income Trust Inc.
May 6, 2026
By:/s/ TAYLOR M. PAUL
Taylor M. Paul
Managing Director, Chief Financial Officer and Treasurer

FAQ

What advisory agreement did Ares Real Estate Income Trust (ZARE) renew in 2026?

Ares Real Estate Income Trust renewed its Amended and Restated Advisory Agreement by entering into the 2026 Advisory Agreement effective April 30, 2026, with AREIT Operating Partnership LP and Ares Commercial Real Estate Management LLC, extending the prior 2025 advisory term through April 30, 2027 on substantially the same terms.

How many shares did Ares Real Estate Income Trust (ZARE) issue on May 1, 2026?

On May 1, 2026, Ares Real Estate Income Trust issued 2,122,979 Class S-PR shares and 3,274,049 Class I-PR shares in transactions exempt from registration under Regulation D, with the share counts including activity from the company’s distribution reinvestment plan for those respective share classes.

What gross proceeds did ZARE receive from Class S-PR and Class I-PR shares?

The company received gross proceeds of $17,383,452 from issuing Class S-PR shares and $26,672,693 from issuing Class I-PR shares on May 1, 2026. These amounts represent total consideration for the Regulation D transactions, including shares issued through the distribution reinvestment plan described in the filing.

Did Ares Real Estate Income Trust (ZARE) include distribution reinvestment plan activity in the May 2026 share totals?

Yes. The reported numbers of shares issued and gross proceeds for both Class S-PR and Class I-PR shares include activity from shares issued pursuant to Ares Real Estate Income Trust’s distribution reinvestment plan, which allows investors to reinvest distributions into additional shares rather than receiving cash payments.

What selling commissions and fees applied to ZARE’s Class S-PR shares?

Gross proceeds from the Class S-PR share issuance include upfront selling commissions and dealer manager fees totaling $88,176. These costs are embedded within the reported $17,383,452 of gross proceeds, reflecting compensation to intermediaries involved with placing the Class S-PR shares in the Regulation D offering.

What exhibits accompanied Ares Real Estate Income Trust’s April 30, 2026 8-K filing?

The filing included Exhibit 10.1, the Amended and Restated Advisory Agreement (2026) among the company, its operating partnership, and its advisor, dated April 30, 2026. It also listed Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document associated with the report.

Filing Exhibits & Attachments

4 documents