Principal Credit Real Estate Income Trust: reports unregistered sales of $12,850,000 of common shares

What happened Principal Credit Real Estate Income Trust filed a Form 8-K reporting unregistered sales of equity securities. The filing says the company sold .73 Class A shares at a price per share of $21.5617 for an aggregate purchase price of $7,000,000.00, consisting of shares issued to the Anchor Investors and shares issued to an unaffiliated life insurance and annuities company pursuant to a subscription agreement dated Jul 1, 2026. The filing also says that, in connection with the company’s continuous private offering, on Oct 1, 2026, the company sold an aggregate of 287,088.13 common shares for aggregate consideration of approximately $5,850,000.00 to third party investors, plus applicable upfront selling commissions and dealer manager fees.

Key details

• Aggregate unregistered sales reported: $7,000,000.00 (Class A issuance) and approximately $5,850,000.00 (Oct 1, 2026 sales); combined $12,850,000.00.
• Oct 1, 2026 share breakdown: Class I common shares 1,239.86 for $25,000.00; Class F-S common shares 31,663.59 for $645,000.00; Class F-I common shares 251,879.28 for $5,130,000.00; Class E common shares 2,305.40 for $50,000.00.
• The filing states the offers and sales of the Class A shares were exempt from registration under Section 4(a)(2) of the Securities Act, and the offer and sale of the Oct 1, 2026 Shares were exempt under Section 4(a)(2) and Rule 506 of Regulation D.
• The subscription agreement for the Class A shares is dated Jul 1, 2026.

Why it may matter This report was filed under Item 3.02: Unregistered sales of equity securities, which covers private sales of the company’s shares and the legal exemptions relied upon for those sales. A filing does not show why the insider traded or why the company acted.