BlackRock Monticello Debt REIT Reports $33.3M Unregistered Share Sale

What Happened

• The company filed an 8-K reporting that on June 1, 2026 it sold 1,318,837.5608 common shares in its continuous private offering for aggregate proceeds of $33,304,250.00 (plus applicable upfront selling commissions and dealer manager fees). Purchasers included third‑party investors and one or more officers, trustees, directors or employees of the Company’s investment advisers or their affiliates. The sale was conducted as an exempt private placement under Section 4(a)(2) and Rule 506 of Regulation D.

Key Details

• Total shares sold: 1,318,837.5608 common shares for $33,304,250.00 aggregate consideration.
• By share class:
  • Class F‑I Common Shares: 458,239.7277 shares for $11,606,250.00.
  • Class F‑S Common Shares: 844,830.1852 shares for $21,420,852.50 (includes upfront selling commission of $122,852.50).
  • Class E Common Shares: 15,767.6479 shares for $400,000.00.
• Offering exempt from registration under Section 4(a)(2) and Rule 506 of Regulation D.

Why It Matters

• This transaction increases the number of outstanding shares by 1,318,837.5608, reflecting continued capital raising through the Company's private offering. Investors should note the sale was a private (unregistered) placement and included purchases by certain affiliated persons, and that upfront selling commissions were paid on some shares. These facts can affect ownership percentages and per‑share metrics (e.g., NAV per share) as the company issues additional shares.