HPS Net Lease Income REIT 8-K

What Happened
HPS Net Lease Income REIT filed an 8‑K reporting several governance and operating arrangements effective July 21–23, 2026. The Company entered into an Advisory Agreement with ElmTree Funds, LLC (ElmTree) to source, execute and manage investments; a related Amended & Restated Limited Partnership Agreement for its operating partnership that gives a Special Limited Partner a performance participation; a Dealer Manager Agreement with HPS Securities, LLC; and an Administration Agreement with HPS Investment Partners, LLC. On July 21, 2026 the Board was reconstituted: Faith Rosenfeld resigned after temporarily increasing the Board to six and the Company elected Robert F. Cummings, Jr., Lisa Hess, James G. Koman (CEO), David Lehman and Robert Van Dore (effective July 21). The Company also adopted a distribution reinvestment plan (DRIP) and a quarterly share repurchase plan.

Key Details

• Advisory Agreement fees: management fees paid to the Advisor based on NAV by share class — 1.25% p.a. for Class S/D/I, 0.75% p.a. for Class F‑S/F‑I, and 0.50% p.a. for Class A‑S/A‑I; no management fee for Class E. Fees accrue monthly and may be paid in cash or Class E shares.
• Operating Partnership performance participation: Special Limited Partner (an affiliate of the Advisor) receives allocations of Total Return of 12.5% (Class S/D/I), 10.0% (Class F‑S/F‑I) and 5.0% (Class A‑S/A‑I), subject to a 5% hurdle, a high‑water mark and catch‑up; accrues monthly and pays annually (cash or Class E units).
• Dealer Manager fees: shareholder servicing fees stated up to 0.25% p.a. for Class D shares and up to 0.85% p.a. for Class S / F‑S / A‑S shares; Dealer Manager is HPS Securities (BlackRock affiliate).
• Board & governance: James G. Koman named Board chair; Robert Van Dore named Audit Committee chair and is the Audit Committee Financial Expert; Lisa Hess, Robert Cummings and Robert Van Dore are independent trustees. Independent trustee compensation tiered by NAV ($50k–$125k retainer) with meeting fees and a 2027 mix of 80% cash / 20% restricted Class E equity (20% of equity portion vests after 1 year).
• DRIP & Repurchase plan: DRIP automatically reinvests cash distributions (purchase price generally prior month’s NAV). Repurchase plan allows up to 5% of aggregate NAV per quarter (starting after first full quarter with outside investors); early‑repurchase deduction (typically 5%) applies to recently issued shares and is retained for remaining shareholders.

Why It Matters
These filings set out who will run and be paid to operate the REIT (ElmTree as advisor; HPS entities providing dealer and admin services), how they are compensated (NAV‑based management fees and carried/performance participation for the Special Limited Partner), and the Company’s shareholder liquidity tools (DRIP and quarterly repurchases with early‑repurchase deductions). For investors, the agreements clarify ongoing fee structures, potential incentive alignment via performance participation, the new independent trustees and audit oversight, and the mechanisms for reinvesting distributions or seeking limited liquidity through repurchases.