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): ~~January~~December 301, ~~2026~~2025

J.P. Morgan Real Estate Income Trust, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland	~~333-265588~~	~~87-3439916~~	333-288565	87-3439916
(State or Other Jurisdictionof Incorporation)	~~(Commission File Number)~~	~~(IRS EmployerIdentification No.)~~	(Commission File Number)	(IRS EmployerIdentification No.)
390 Madison AvenueNew York, New York		10017
390 Madison Avenue
(Address of Principal Executive Offices)		(Zip Code)
New York, New York				10017
(Address of Principal Executive Offices)				(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (212) 270-6000

    

     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:


☐	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


Securities registered pursuant to Section 12(b) of the Act: None
Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Title of each class TradingSymbol(s) Name of each exchange on which registered

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 83.0102 OtherUnregistered EventsSales of Equity Securities.

On ~~January~~December 301, ~~2026~~2025, J.P. Morgan Real Estate Income Trust, Inc. (the “Company”), ~~declared~~pursuant ~~distributions~~to ~~for~~the ~~each~~Company's ~~class~~distribution ofreinvestment ~~its~~plan, issued 108,096, 10,996 and 18,190 Class E, Class I and Class Y shares of common stock inat ~~the~~prices ~~amount~~ per share ~~set~~of ~~forth~~$11.27, ~~below~~$10.52 and $11.13, respectively, to accredited investors for ~~record~~aggregate ~~holders~~purchase asprices of ~~the~~$1.22 ~~date~~million, ~~set~~$0.12 ~~forth~~million ~~above~~and ~~the~~$0.20 ~~table:~~million, respectively.

	January 31, 2026 Record Date
	Gross Distribution		Stockholder Servicing Fee			Net Distribution
Class I Common Stock	$	0.0421	$	-		$	0.0421
Class D Common Stock	$	0.0421	$	-		$	0.0421
Class E Common Stock	$	0.0421	$	-		$	0.0421
Class Y Common Stock	$	0.0421	$	(0.0081	)	$	0.0340

On December 1, 2025, the Company issued 371,999, 18,302, and 163,139 Class E, Class I, and Class Y shares of common stock at prices per share of $11.27, $10.52, and $11.35, respectively, to accredited investors in private placements for aggregate purchase prices of $4.19 million, $0.19 million and $1.85 million, respectively. The aggregate commissions paid in connection with the sale of Class Y shares were $0.04 million.

AsOn of January 302, 2026, the Company ~~had no outstanding shares of Class T~~, ~~Class~~pursuant S or Class X common stock. The net distributions for each class of common stock (which represents the gross distributions less stockholder servicing fees for the applicable class of common stock) are payable to ~~stockholders of record immediately following 5:00 p.m. Eastern Time on~~ the ~~record date set forth above. The stockholder servicing fee on the~~ Company’'s ~~Class~~distribution Dreinvestment ~~common~~plan, ~~stock~~issued ~~was~~108,322, ~~waived for January 2026~~11,056 and ~~the~~18,261 ~~net~~Class ~~asset~~E, ~~value~~Class ~~attributable~~I toand ~~current holders of~~ Class DY shares ~~will not be included in the computation~~ of ~~stockholder servicing fees charged on Class D shares in perpetuity. There is no stockholder servicing fee with respect to Class I~~ common stock orat ~~Class~~prices Eper ~~common~~share ~~stock.~~of ~~These distributions will be paid on or about February 4~~$11.43, ~~2026~~$10.63 and ~~will~~$11.23, berespectively, ~~paid~~to inaccredited ~~cash~~investors orfor ~~reinvested~~aggregate inpurchase ~~shares~~prices of ~~the~~$1.24 ~~Company’s~~million, ~~common~~$0.12 ~~stock~~million ~~for~~and ~~stockholders~~$0.21 ~~participating~~million, ~~in the Company’s distribution reinvestment plan~~respectively.

~~SIGNATURES~~On January 2, 2026, the Company issued 1,072,210 and 283,059 Class E and Class Y shares of common stock at prices per share of $11.43 and $11.46, respectively, to accredited investors in private placements for aggregate purchase prices of $12.25 million and $3.24 million, respectively. The aggregate commissions paid in connection with the sale of Class Y shares were $0.06 million.

~~Pursuant~~On February 2, 2026, the Company, pursuant to the ~~requirements~~Company's distribution reinvestment plan, issued 112,252, 10,715 and 19,123 Class E, Class I and Class Y shares of ~~the~~common ~~Securities~~stock ~~Exchange~~at ~~Act~~prices per share of ~~1934~~$11.42, ~~the~~$10.61 ~~registrant~~and ~~has~~$11.24, ~~duly~~respectively, ~~caused~~to ~~this~~accredited ~~report~~investors tofor beaggregate ~~signed~~purchase onprices ~~its~~of ~~behalf~~$1.28 bymillion, ~~the~~$0.11 ~~undersigned~~million ~~hereunto~~and ~~duly~~$0.21 ~~authorized~~million, respectively.

			J.P. Morgan Real Estate Income Trust, Inc.
Date:	January 30, 2026	By:	/s/ Lawrence A. Goodfield, Jr.
			Lawrence A. Goodfield, Jr.Chief Financial Officer and Treasurer

On February 2, 2026, the Company issued 678,067, 12,253, and 461,021 Class E, Class I, and Class Y shares of common stock at prices per share of $11.42, $10.61, and $11.37, respectively, to accredited investors in private placements for aggregate purchase prices of $7.74 million, $0.13 million and $5.24 million, respectively. The aggregate commissions paid in connection with the sale of Class Y shares were $0.06 million.

The transactions described above were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and Regulation D thereunder because they were not part of any public offering and did not involve any general solicitation or general advertising.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			J.P. Morgan Real Estate Income Trust, Inc.

Date:	February 19, 2026	By:	/s/ Lawrence A. Goodfield, Jr.
			Lawrence A. Goodfield, Jr. Chief Financial Officer and Treasurer

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