Ares Real Estate sells $10.4M S-PR, $10.0M I-PR

Ares Real Estate Income Trust raised additional equity privately under Regulation D through Class S-PR and Class I-PR share issuances, including distribution reinvestment activity.

Rhea-AI Filing Summary

Ares Real Estate Income Trust Inc. (ZARE) reported unregistered sales of equity securities under Regulation D on September 1, 2026. The Company issued 1,254,839 Class S-PR shares for gross proceeds of $10,444,590 and 1,206,139 Class I-PR shares for gross proceeds of $9,957,157.

The share and proceeds figures for both classes include activity from the distribution reinvestment plan, and gross proceeds for Class S-PR shares include upfront selling commissions and dealer manager fees totaling $85,397.

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: 1,254,839 shares Class S-PR gross proceeds: $10,444,590 Class I-PR shares issued: 1,206,139 shares +2 more

5 metrics

Class S-PR shares issued 1,254,839 shares Issued on September 1, 2026 in unregistered Regulation D transactions

Class S-PR gross proceeds $10,444,590 Gross proceeds from Class S-PR shares, including DRIP activity

Class I-PR shares issued 1,206,139 shares Issued on September 1, 2026 in unregistered Regulation D transactions

Class I-PR gross proceeds $9,957,157 Gross proceeds from Class I-PR shares, including DRIP activity

Commissions and dealer manager fees on Class S-PR $85,397 Upfront selling commissions and dealer manager fees included in Class S-PR gross proceeds

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

"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"

dealer manager fees financial

"include upfront selling commissions and dealer manager fees, in aggregate, of $85,397"

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities"

FAQ

What equity transaction did Ares Real Estate Income Trust Inc. (ZARE) report on September 1, 2026?

The Company reported unregistered sales of equity securities under Regulation D, issuing Class S-PR and Class I-PR shares in private transactions that were exempt from the registration provisions of the Securities Act of 1933.

How many Class S-PR shares did ZARE issue and what were the gross proceeds?

Ares Real Estate Income Trust issued 1,254,839 Class S-PR shares for gross proceeds of $10,444,590. These figures include shares issued and proceeds from the Company’s distribution reinvestment plan.

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

The Company issued 1,206,139 Class I-PR shares for gross proceeds of $9,957,157, with both the number of shares and proceeds including activity from its distribution reinvestment plan.

What selling costs were associated with ZARE’s Class S-PR share issuance?

Gross proceeds for Class S-PR shares included upfront selling commissions and dealer manager fees totaling $85,397, as part of the private offering conducted under Regulation D.

Did Ares Real Estate Income Trust’s reported share issuances include its distribution reinvestment plan?

Yes. The Company states that the number of shares issued and gross proceeds for both Class S-PR and Class I-PR shares include activity from shares issued pursuant to its distribution reinvestment plan.

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Available on EDGAR 09/08/2026 - 02:27 PM Accepted by SEC EDGAR 09/08/2026 - 02:27 PM Learn about SEC filing dates

FALSE000132797800013279782026-09-012026-09-01

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): September 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 September 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)						1,254,839						$	10,444,590
Class I-PR Shares (1)						1,206,139						$	9,957,157

_________________________

(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 $85,397.

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.
September 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