Ares Real Estate Income Trust Files 8-K

TL;DR

Ares REIT filed an 8-K detailing material agreements, equity sales, and corporate changes as of Sept 30.

AI Summary

Ares Real Estate Income Trust Inc. filed an 8-K on October 17, 2025, reporting on events as of September 30, 2025. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, amendments to articles of incorporation or bylaws, and other events. The company, formerly known as Black Creek Diversified Property Fund Inc., is a real estate investment trust based in Denver, Colorado.

Why It Matters

This 8-K filing by Ares Real Estate Income Trust Inc. signals significant corporate actions and potential changes in its equity structure, which could impact investors and the real estate market.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and amendments to governing documents, which can introduce complexities and potential risks for investors.

Key Players & Entities

• Ares Real Estate Income Trust Inc. (company) — Filer
• Black Creek Diversified Property Fund Inc. (company) — Former company name
• September 30, 2025 (date) — Period of report
• October 17, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — es") of Class B common stock, par value $0.01 per share (the "Class B Common Shares")
• $200,000,000 — e Company in a purchase amount equal to $200,000,000 (the "Purchase") capitalized by the spo
• $5 million — share as of the repurchase date, up to $5 million of its Securities per quarter, with suc
• $64.4 million — er 30, 2025, we estimated approximately $64.4 million of ongoing distribution fees were poten
• $0.03450 — es of our common stock in the amount of $0.03450 per share for the month of September 20
• $523.7 m — raised gross proceeds of approximately $523.7 million, including proceeds from our dist
• $31.1 million — nd the sale of DST Interests (including $31.1 million of DST Interests financed by DST Progra
• $36.9 million — and October 1, 2025, respectively, was $36.9 million. Update on Real Properties As of Se
• $478.6 million — aggregate contractual purchase price of $478.6 million. Dispositions. During the three month
• $80.0 million — operty for a contractual sales price of $80.0 million. Our total accounting basis, which is i
• $32.5 million — s of the closing date was approximately $32.5 million. Portfolio Overview . We currently gr

Filing Documents

• are-20250930x8k.htm (8-K) — 821KB
• are-20250930xex3d1.htm (EX-3.1) — 14KB
• are-20250930xex3d2.htm (EX-3.2) — 15KB
• are-20250930xex10d1.htm (EX-10.1) — 64KB
• are-20250930xex10d2.htm (EX-10.2) — 518KB
• are-20250930xex99d1.htm (EX-99.1) — 6KB
• are-20250930xex99d2.htm (EX-99.2) — 60KB
• are-20250930xex99d3.htm (EX-99.3) — 9KB
• are-20250930xex99d3001.jpg (GRAPHIC) — 6KB
• 0001327978-25-000071.txt ( ) — 1789KB
• are-20250930.xsd (EX-101.SCH) — 4KB
• are-20250930_def.xml (EX-101.DEF) — 3KB
• are-20250930_lab.xml (EX-101.LAB) — 17KB
• are-20250930_pre.xml (EX-101.PRE) — 10KB
• are-20250930x8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement . Subscription Agreement On October 17, 2025 (the "Purchase Date"), Ares Real Estate Income Trust Inc. (referred to herein as the "Company," "we," "our," or "us") 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 agreed to purchase a number of 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 "Purchase") capitalized by the sponsor of the Company and an institutional investor for the Securities to be issued by the Company on November 3, 2025. The Purchase will be made at the Company's NAV per share of Class I-PR common stock, par value $0.01 per share (the "Class I-PR Common Shares") of the Company, as of September 30, 2025. The offer and sale of shares of common stock 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 Securities purchased by Apogee SPV are subject to a three-year lock-up from the Purchase Date. On or after the expiration of the lock-up (such date, the "Liquidity Date"), Apogee SPV may request that the Company redeem Securities pursuant to the Company's Amended SRP (defined below) (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 Amended SRP. In the event that the Securities purchased by Apogee SPV are held by a non-affiliate of the Advisor, or if the Advisor is no longer the external a

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 relating to the Subscription Agreement is incorporated by reference herein.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 14, 2025, in connection with the Subscription Agreement, the Company filed Articles of Amendment (the "Articles of Amendment") to its charter with the Maryland State Department of Assessments and Taxation (the "SDAT") to increase the number of shares of capital stock that the Company has authority to issue to 3,000,000,000 and the number of shares of common stock, par value $0.01 per share, that the Company has authority to issue to 2,800,000,000. Immediately following the filing of the Articles of Amendment, the Company filed with the SDAT Articles Supplementary (the "Articles Supplementary") to its charter, pursuant to which the Company classified and designated 300,000,000 authorized but unissued shares common stock, $0.01 par value per share, of the Company as shares of Class B common stock, $0.01 par value per share (the "Class B Common Shares") with the following conversion rights, rights upon liquidation and voting rights: Conversion of Class B Common Shares to Class I-PR Common Shares . Each Class B Common Share held in a stockholder's account shall automatically and without any action on the part of the holder thereof convert into a number of Class I-PR Common Shares (including fractional shares) equal to the fraction, the numerator of which is the Class B Common Share NAV per share and the denominator of which is the Class I-PR common share NAV per share (the "Class B Conversion Rate") on the earliest of (a) a listing of any class of common shares or (b) a merger or consolidation of the Company with or into another entity in which the Company is not the surviving entity, or the sale or other disposition of all or substantially all of the Company's assets. Rights Upon Liquidation . Immediately before any liquidation, dissolution or winding up, or any distribution of the assets of the Company pursuant to a plan of liquidation, dissolution or winding up, Class B

01 Other Events

Item 8.01 Other Events. The following provides an update regarding our net asset value ("NAV"), our assets, portfolio and certain agreements. Most Recent Transaction Price and Net Asset Value Per Share November 1, 2025 Transaction Price The transaction price for each of our share classes is equal to such share class's NAV per share as of September 30, 2025. A calculation of the NAV per share is set forth below. September 30, 2025 NAV Per Share Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. Our most recent NAV per share for each share class, which is updated as of the last calendar day of each month, is posted on our website at www.areswms.com/solutions/areit and is also available on our toll-free, automated telephone line at (888) 310-9352. With the approval of our board of directors, including a majority of our independent directors, we have engaged Altus Group U.S. Inc., a third-party valuation firm, to serve as our independent valuation advisor ("Altus Group" or the "Independent Valuation Advisor") with respect to helping us administer the valuation and review process for the real properties in our portfolio, providing monthly real property appraisals and valuations for certain of our debt-related assets, reviewing annual third-party real property appraisals, reviewing the internal valuations of loans ("DST Program Loans") provided to certain investors in our program to raise capital in private placements exempt from registration pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933, as amended, through the sale of beneficial interests ("DST Interests") in specific Delaware statutory trusts holding real properties, including properties currently indirectly owned by our operating partnership (the "DST Program"), and debt-related liabilit

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View this 8-K filing on SEC EDGAR