Blue Owl Real Estate Net Lease Trust 8-K

What Happened

• Blue Owl Real Estate Net Lease Trust filed an 8-K (Dec 19, 2025) reporting that, as of December 1, 2025, it sold 3,833,067 Class I common shares (final number to be determined Dec 15, 2025) to feeder vehicles for gross proceeds of approximately $40.2 million. The offers and sales were made in transactions exempt from registration under Section 4(a)(2), Regulation D and/or Regulation S of the Securities Act.
• The filing also published the Company’s Net Asset Value (NAV) per share as of November 30, 2025 and an updated portfolio snapshot and capital structure metrics.

Key Details

• Class I unregistered sale: 3,833,067 shares (as of Dec 1, 2025); gross proceeds ≈ $40.2 million; final share count determined Dec 15, 2025.
• NAV per share (Nov 30, 2025): Class S $10.4211; Class N $10.5058; Class D $10.2864; Class I $10.4927.
• Total NAV: $7,781,554 (reported in thousands) — roughly $7.78 billion; number of outstanding shares/units: 743,776,825.
• Portfolio and financing snapshot (Nov 30, 2025): interests in 3,857 properties; portfolio assets at fair value $10,374,273 (thousands) ≈ $10.37B; weighted average lease term 18 years; credit rating BBB; 74.0% of consolidated debt fixed; weighted avg interest rate 5.3%; consolidated LTV 32.3%.

Why It Matters

• The unregistered issuance increased the Company’s Class I share count and brought in about $40.2M in cash, which is material for liquidity and capital deployment but the filing does not state how proceeds will be used.
• The November 30 NAV per share and the portfolio metrics give investors updated valuation and risk indicators (NAV, portfolio size, debt mix, interest rates, and LTV) useful for assessing the company’s financial position and per-share value.
• Investors should note the published NAV figures and the outstanding share/unit count when evaluating per-share valuation or tracking NAV-based performance; the transaction was conducted under private-placement exemptions (not a registered public offering).