New director joins Ares Real Estate Income Trust (ZARE) after share sale

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ares Real Estate Income Trust Inc. disclosed unregistered sales of Class S-PR and Class I-PR shares on April 1, 2026 under Regulation D, generating gross proceeds tied to both new investments and its distribution reinvestment plan.

The company also reported that director Brian P. Mathis resigned from the board on April 7, 2026, with no disagreement cited. On the same day, the board appointed Bryan B. Sanchez as an independent director and committee member and entered into a standard-form indemnification agreement with him.

8-K Event Classification

2 items: 3.02, 5.02

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Class S-PR shares issued: 1,020,998 shares Class S-PR gross proceeds: $8,392,942 Selling commissions and dealer manager fees: $102,443 +4 more

7 metrics

Class S-PR shares issued 1,020,998 shares Unregistered issuance on April 1, 2026 under Regulation D

Class S-PR gross proceeds $8,392,942 Includes distribution reinvestment plan and $102,443 fees

Selling commissions and dealer manager fees $102,443 Upfront costs included in Class S-PR gross proceeds

Class I-PR shares issued 1,569,934 shares Unregistered issuance on April 1, 2026 under Regulation D

Class I-PR gross proceeds $12,747,866 Includes activity via distribution reinvestment plan

Director resignation effective date April 7, 2026 Brian P. Mathis stepped down from the board

New director appointment date April 7, 2026 Bryan B. Sanchez appointed as independent director

Key Terms

Regulation D, distribution reinvestment plan, independent director, conflicts resolution committee, +2 more

6 terms

Regulation D regulatory

"issued the following shares in 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.

independent director financial

"the Board appointed Bryan B. Sanchez to serve as an independent director on the Board, effective as of April 7, 2026."

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

conflicts resolution committee financial

"Mr. Sanchez was also appointed to our conflicts resolution committee and nominating and corporate governance committee."

indemnification agreement regulatory

"we entered into an indemnification agreement with Mr. Sanchez effective as of April 7, 2026."

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Item 3.02 Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities. On April 1, 2026, Ares Real Estate Income Trust Inc."

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Understanding 8-K Material Events →

04/07/2026 - 04:43 PM

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 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 April 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)	1,020,998	$	8,392,942

Class I-PR Shares (1)	1,569,934	$	12,747,866

_________________________

(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 $102,443.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2026, Brian P. Mathis, a member of the board of directors (the “Board”) of the Company, notified the Company of his decision to step down from his position on the Board, which resignation became effective on that day. Mr. Mathis’s decision to resign was not the result of any disagreement with management, the Company or its operations, policies or practices.

In connection with Mr. Mathis’s departure from the Board, the Board appointed Bryan B. Sanchez to serve as an independent director on the Board, effective as of April 7, 2026. Mr. Sanchez will serve on the Board until his successor is duly elected and qualifies. Mr. Sanchez was also appointed to our conflicts resolution committee and nominating and corporate governance committee. There are no arrangements or understandings between Mr. Sanchez and any other persons pursuant to which he was selected as a director.

Since 2024, Mr. Sanchez has served as a Senior Advisor at Boston Consulting Group in the Cities, Real Estate and Infrastructure practice, as Vice Chair of the Board of Directors of the Harris County Housing Finance Corporation and as an independent member of the Investment Committee of DDELTA Real Estate Investments. He previously served as Chief Executive Officer of Lionstone Investments (“Lionstone”), a real estate investment firm, from 2021 to 2023. Prior to that, he held various other roles at Lionstone, serving as Chief Investment Officer and Shareholder from 2016 to 2021, as Senior Vice President, Portfolio Management from 2012 to 2016, and in roles of increasing responsibility in acquisitions from 2005 to 2012. Earlier in his career, Mr. Sanchez was an Associate at Verde Realty from 2004 to 2005 and served as Chief of Staff to the Chairman and Chief Executive Officer of Seven Seas Petroleum Inc., a publicly traded oil and gas company, from 1998 to 2002. Mr. Sanchez holds an M.B.A. from Harvard Business School and a B.A. in Economics from Georgetown University.

There are no transactions between the Company and Mr. Sanchez that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with his appointment as a director of the Company, we entered into an indemnification agreement with Mr. Sanchez effective as of April 7, 2026. The terms of the indemnification agreement are substantially identical to the terms of the indemnification agreements we have entered into with each of our other directors and executive officers. The indemnification agreement requires, among other things, that, subject to certain limitations, we will indemnify Mr. Sanchez and advance to him all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. This description of the indemnification agreement is a summary and is qualified in its entirety by the full terms of our form of indemnification agreement, which we filed as Exhibit 10.4 to Amendment No. 5 to the Company’s Registration Statement on Form S-11 (File No. 333-125338) filed with the SEC on January 13, 2006.

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.
April 7, 2026
	By:	/s/ TAYLOR M. PAUL
		Taylor M. Paul Managing Director, Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What unregistered equity sales did Ares Real Estate Income Trust (ZARE) report?

Ares Real Estate Income Trust reported unregistered sales of Class S-PR and Class I-PR shares under Regulation D on April 1, 2026. These transactions included both new investments and shares issued through its distribution reinvestment plan, generating multiple millions of dollars in gross proceeds.

How many Ares Real Estate Income Trust Class S-PR shares were issued?

The company issued 1,020,998 Class S-PR shares on April 1, 2026. Gross proceeds from these Class S-PR issuances were $8,392,942, which included $102,443 of upfront selling commissions and dealer manager fees, and also reflected activity under the distribution reinvestment plan.

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

Ares Real Estate Income Trust issued 1,569,934 Class I-PR shares on April 1, 2026. These Class I-PR issuances generated gross proceeds of $12,747,866, and the figures also include shares and amounts related to the company’s distribution reinvestment plan participation.

Which director resigned from Ares Real Estate Income Trust’s board in April 2026?

Director Brian P. Mathis stepped down from the Ares Real Estate Income Trust board on April 7, 2026. The company stated his resignation was not due to any disagreement with management, operations, policies, or practices, indicating a non-conflict reason for his departure from the board.

Who was appointed as a new independent director at Ares Real Estate Income Trust?

The board appointed Bryan B. Sanchez as an independent director effective April 7, 2026. He also joined the conflicts resolution committee and the nominating and corporate governance committee, and entered into an indemnification agreement on substantially the same terms as other directors and executive officers.

What is included in Bryan B. Sanchez’s indemnification agreement with Ares Real Estate Income Trust?

His indemnification agreement, effective April 7, 2026, requires the company, subject to certain limitations, to indemnify him and advance related expenses. He must reimburse those expenses if it is later determined that indemnification is not permitted, mirroring the company’s standard form used for other directors.

Filing Exhibits & Attachments

3 documents