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): June 1825, 2025

Sterling Real Estate ~~Trust~~Trusts

dba Sterling Multifamily Trust

(Exact name of registrant as specified in its charter)


North Dakota	000-54295	90-0115411
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4340 18th Ave South Ste. 200

Fargo, North Dakota

58103

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (701) 353-2720


	(Former name or former address if changed since last report.)

Securities Registered pursuant to Section 12(b) of the Act


Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.01 par value per share	N/A	N/A

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

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. ☐

~~Section~~Item 52.03 –Creation ~~Corporate~~of ~~Governance~~a ~~and~~Direct ~~Management~~Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Item~~Revolving ~~5.07~~Promissory ~~Submission of Matters to a Vote of Security Holders.~~Note

On June 1825, 2025, Sterling Real Estate Trust (the “~~Trust~~Company”), ~~held~~through its ~~annual~~operating ~~meeting~~partnership, ofSterling ~~shareholders~~Properties L.L.L.P. At (the ~~meeting~~“Lender”) entered into a promissory note with Sterling Office and Industrial Properties, LLLP (the ~~Trust’s~~“Borrower”) ~~shareholders~~pursuant ~~approved~~to which the ~~following~~Borrower ~~proposals~~[has asborrowed/borrow ~~stated~~up into] the ~~Definitive~~principal ~~Proxy~~amount ~~Statement~~of on$10,000,000 ~~Form~~from ~~DEF~~the ~~14A~~Lender. ~~filed~~The ~~with~~Revolving ~~the~~Promissory ~~SEC~~Note onbears ~~April~~a ~~23,~~5.25% ~~2025:~~interest rate. The Borrower may prepay the Revolving Promissory Note without penalty.

1.The ~~Election~~Revolving Promissory Note contains customary events of ~~nine~~default, ~~trustees~~upon towhich ~~serve~~the ~~until~~Lender may declare the ~~next~~entire ~~annual~~unpaid ~~meeting~~principal balance of ~~shareholders~~the Revolving Promissory Note and ~~until~~all ~~their~~accrued ~~successors~~and ~~are~~unpaid ~~duly~~interest ~~elected~~immediately due and ~~qualified~~payable. The ~~result~~Revolving ofPromissory ~~the~~Note ~~votes~~is toguaranteed ~~elect~~by the ~~nine trustees was as follows:~~Company.

Nominee	For	Withheld	Broker Non-Vote
Gregory P. Hammes	6,846,592	194,217	0
Timothy L. Haugen	7,040,809	0	0
Timothy A. Hunt	7,040,809	0	0
Michelle L. Korsmo	7,040,809	0	0
Mark T. Polovitz	7,040,809	0	0
Kenneth P. Regan	7,038,726	2,083	0
James S. Wieland	7,040,809	0	0
Lance R. Wolf	7,040,809	0	0
Joel S. Thomsen	7,040,809	0	0

The descriptions of the Revolving Promissory Note contained herein does not purport to be complete and are qualified in their entirety by reference to the complete text of the Revolving Promissory Note, copies of which are filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated by reference herein.

2. Ratification of the appointment of RSM US, LLP to serve as independent registered public accounting firm for the year ending December 31, 2025. The proposal received: 7,009,822 For; and 30,987 Abstained.

Item 9.01. Financial Statements and Exhibits

~~SIGNATURES~~(d) Exhibits

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.



Exhibit No.		Title
10.1		Revolving Promissory Note, dated June 25, 2025, between Sterling Real Estate Trust and Sterling Office and Industrial Properties, LLLP
104		Cover Page Interactive Data File, (Formatted in inline XBRL).


	Sterling Real Estate Trust

Date: June 23, 2025
	By:	/s/ Megan E. Schreiner
	Name: Megan E. Schreiner
	Title: President

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.


	Sterling Real Estate Trust

Date: June 30, 2025
	By:	/s/ Megan E. Schreiner
	Name: Megan E. Schreiner
	Title: President

Filing Compare · Sterling Real Estate Trust