Ares Real Estate Income Trust (ZARE) raises over $700M with ongoing-fee share sale

Rhea-AI Filing Summary

Ares Real Estate Income Trust Inc., a Maryland corporation based in Denver, filed an amended notice of an exempt equity offering under Regulation D Rule 506(b). This amendment reports that a total of $715,083,181 of securities has been sold since the first sale on 2024-09-01, while the overall offering amount remains indefinite.

Ares Management Capital Markets LLC is listed for sales compensation, with potential upfront commissions and fees of up to 3.5% of the offering price and ongoing distribution fees of up to 0.85% of net asset value per year, depending on share class. The filing reports $0 in finders’ fees.

Key Figures

Total Amount Sold: $715,083,181 USD First Sale Date: 2024-09-01 Upfront Commissions and Fees Cap: 3.5% +2 more

5 metrics

Total Amount Sold $715,083,181 USD Aggregate securities sold in the exempt offering as reported in the amendment

First Sale Date 2024-09-01 Date of first sale in the Rule 506(b) exempt offering

Upfront Commissions and Fees Cap 3.5% Upfront commissions and fees equal to up to 3.5% of the offering price

Ongoing Distribution Fees Cap 0.85% per annum Ongoing distribution fees of up to 0.85% of net asset value per year, depending on share class

Finders’ Fees $0 USD Reported amount of finders’ fees for the offering

Key Terms

Regulation D, Rule 506(b), net asset value, distribution fees, +1 more

5 terms

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

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.

Rule 506(b) regulatory

"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

net asset value financial

"ongoing distribution fees of up to 0.85% of net asset value per annum"

Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.

distribution fees financial

"ongoing distribution fees of up to 0.85% of net asset value per annum"

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

FAQ

What type of securities is Ares Real Estate Income Trust Inc. (ZARE) offering in this Form D/A?

Ares Real Estate Income Trust Inc. is offering equity securities in an exempt private placement. The notice specifies an equity offering under Regulation D Rule 506(b), allowing sales to accredited investors and certain others, subject to applicable restrictions.

How much has Ares Real Estate Income Trust Inc. (ZARE) sold in its exempt offering so far?

The company reports that it has sold a total of $715,083,181 of securities to date. This amount reflects sales made since the first sale on 2024-09-01, while the overall offering size is described as indefinite.

When did the exempt offering by Ares Real Estate Income Trust Inc. (ZARE) begin?

The exempt offering had its first sale on 2024-09-01. The current Form D/A is an amendment updating information on this ongoing offering, including the total dollar amount of securities sold so far.

What commissions and fees apply to the Ares Real Estate Income Trust Inc. (ZARE) offering?

The offering may include upfront commissions and fees up to 3.5% of the offering price and ongoing distribution fees up to 0.85% of net asset value per year, depending on share class, with $0 reported in finders’ fees.

Who is listed for sales compensation in the Ares Real Estate Income Trust Inc. (ZARE) Form D/A?

The filing lists Ares Management Capital Markets LLC under sales compensation. It is associated with potential upfront commissions and ongoing distribution fees tied to the offering, while separate finders’ fees are reported as $0.

Under which exemption is Ares Real Estate Income Trust Inc. (ZARE) conducting this private offering?

The company is relying on Rule 506(b) under Regulation D of the Securities Act. This exemption permits certain private placements without SEC registration, subject to investor qualification and offering requirements.

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

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Available on EDGAR 08/17/2026 - 11:56 AM Accepted by SEC EDGAR 08/17/2026 - 11:56 AM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001327978

Black Creek Diversified Property Fund Inc.

Dividend Capital Diversified Property Fund Inc.

Dividend Capital Total Realty Trust Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Ares Real Estate Income Trust Inc.

Jurisdiction of Incorporation/Organization

MARYLAND

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Ares Real Estate Income Trust Inc.
Street Address 1		Street Address 2
ONE TABOR CENTER		1200 SEVENTEENTH STREET, SUITE 2900
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
DENVER	COLORADO	80202	(303)228-2200

3. Related Persons

Last Name	First Name	Middle Name
Taylor	Jeffrey	W.
Street Address 1	Street Address 2
One Tabor Center	1200 17th Street, Suite 2900
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80202

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Roth	David	A.
Street Address 1	Street Address 2
One Tabor Center	1200 17th Street, Suite 2900
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80202

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sanchez	Bryan	B.
Street Address 1	Street Address 2
One Tabor Center	1200 17th Street, Suite 2900
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80202

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Holm	Andrew	E.
Street Address 1	Street Address 2
One Tabor Center	1200 17th Street, Suite 2900
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80202

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Glaubach	Jay	W.
Street Address 1	Street Address 2
One Tabor Center	1200 17th Street, Suite 2900
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80202

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Schaefer	Paula
Street Address 1	Street Address 2
One Tabor Center	1200 17th Street, Suite 2900
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80202

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Woodberry	John	P.
Street Address 1	Street Address 2
One Tabor Center	1200 17th Street, Suite 2900
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80202

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Duke	Charles	B.
Street Address 1	Street Address 2
One Tabor Center	1200 17th Street, Suite 2900
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80202

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Paul	Taylor	M.
Street Address 1	Street Address 2
One Tabor Center	1200 17th Street, Suite 2900
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80202

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ares Commercial Real Estate Management LLC	N/A	N/A
Street Address 1	Street Address 2
1800 Avenue of the Stars	Suite 1400
City	State/Province/Country	ZIP/PostalCode
Los Angeles	CALIFORNIA	90067

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Advisor to Issuer

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	X REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

X Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

X Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

	New Notice			Date of First Sale	2024-09-01				First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Ares Management Capital Markets LLC	166219
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
One Tabor Center	1200 17th Street, Suite 2900
City	State/Province/Country	ZIP/Postal Code
Denver	COLORADO	80202
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$715,083,181	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1,960

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Offering amount is indefinite, so the aggregate commissions cannot be estimated. Upfront commissions and fees equal to up to 3.5% of the offering price and ongoing distribution fees of up to 0.85% of net asset value per annum, depending on share class.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Ares Real Estate Income Trust Inc.	/s/ Jeffrey W. Taylor	Jeffrey W. Taylor	Partner, Co-President	2026-08-17

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.