UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1623, 2026

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Blue Owl Real Estate Net Lease Trust

(Exact name of registrant as specified in its charter)

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Maryland	000-56536	88-1672312
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


150 N Riverside Plaza, 37th Floor Chicago, IL			60606
(Address of principal executive offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 215-2015

Not applicable

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

_________________________________________________________

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

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

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. o

Item 3.02. Unregistered Sale of Equity Securities.

As of January 2, 2026, Blue Owl Real Estate Net Lease Trust (the “Company”, “we”, or “us”) sold 3,825,714 shares of its Class I common shares (with the final number of shares being determined on January 16, 2026) to feeder vehicles primarily created to hold the Company’s Class I common shares for gross proceeds of approximately $40.4 million, based on net asset value (“NAV”) per share as of December 31, 2025. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.

Item 8.01. Other Events.

~~December 31,~~ 2025 ~~NAV~~Highlights ~~Per Share~~

~~The~~During ~~NAV~~the ~~per~~year ~~share~~ended ~~for~~December ~~each~~31, ~~class~~2025, ofBlue ~~our~~Owl ~~common~~Real ~~shares~~Estate asNet ofLease ~~December 31~~Trust (“the Company,” ~~2025~~“ORENT,” is“we,” ~~set~~or ~~forth~~“us”) ~~below:~~declared monthly distributions with average annualized distribution rates and total returns as follows:

	NAV per share
			Class S	Class N	Class D	Class I
Class S	$	10.4980
Annualized Distribution Rate (1)			5.85%	6.15%	6.55%	6.67%
Class N	$	10.5838
Year-to-Date Total Return, without upfront selling commissions (2)			9.92%	10.26%	10.57%	10.89%
Class D	$	10.3620
Year-to-Date Total Return, assuming maximum upfront selling commissions (2)			6.20%	8.10%	8.94%	N/A
Class I	$	10.5706
Inception-to-Date Total Return, without upfront selling commissions (2)			7.75%	8.66%	8.05%	8.84%
Inception-to-Date Total Return, assuming maximum upfront selling commissions (2)			6.64%	7.78%	7.57%	N/A

A(1) The ~~detailed~~annualized ~~calculation~~distribution ofrate ~~the NAV per share~~ is ~~set~~calculated ~~forth~~as ~~below. We calculate NAV per share in accordance with~~ the ~~valuation~~current ~~guidelines~~month’s ~~that~~distribution ~~have~~annualized ~~been~~and ~~approved~~divided by ~~our~~the ~~Board~~prior ofmonth’s ~~Trustees.~~net ~~Our~~asset ~~total~~value (“NAV”), ~~presented~~which inis ~~the~~inclusive ~~following tables includes the NAV~~ of ~~our~~all ~~Class~~fees ~~S, Class N, Class D,~~ and ~~Class~~expenses. IThe ~~common~~Company ~~shares,~~believes ~~as well as~~ the ~~partnership~~annualized ~~interests~~distribution ofrate ~~Blue~~is ~~Owl NLT Operating Partnership LP (“NLT OP”) held by parties other than the Company. The following table provides~~ a ~~breakdown~~useful measure of ~~the~~overall ~~major~~investment ~~components~~performance of our ~~NAV as of December 31, 2025 ($ in thousands):~~shares.

Components of NAV	December 31, 2025
Cash and cash equivalents	$	119,444
Restricted cash	48,521
Investments in real estate	4,447,763
Investment in leases - financing receivables	511,986
Investments in real estate debt	2,100,548
Intangible assets	293,941
Investments in unconsolidated real estate affiliates	3,815,603
Other assets	36,767
Mortgage notes and credit facility	(1,834,133)
Unsecured senior notes, net	(126,496)
Other borrowings	(753,947)
Due to affiliates	(53,074)
Accounts payable and accrued expenses	(150,612)
Other liabilities	(450,716)
Net Asset Value	$	8,005,595
Number of outstanding shares/units	759,569,944

(2) Total return is calculated as the change in NAV per share during the respective periods plus any distributions per share declared in such periods and assumes any distributions are reinvested in the Company’s common shares in accordance with our distribution reinvestment plan. Total return for periods greater than one year are annualized. The Company believes total return is a useful measure of the overall investment performance of our shares.

~~The~~As ~~following~~of ~~table~~December ~~provides~~31, a2025, ~~breakdown~~the Company’s portfolio consisted of ~~our~~3,889 ~~total~~properties ~~NAV~~with ~~and~~a ~~NAV~~weighted ~~per~~average ~~share/unit~~lease byterm ~~class~~of as19 years and annual rental escalators of 2.2%. During the year ended December 31, 2025, (the Company deployed over $5.4 inbillion ~~thousands,~~at ~~except~~a ~~per~~weighted ~~share/unit~~average ~~data):~~cap rate of 8.1%* with average rental escalators of 2.3%*.

NAV per share	Class S Shares		Class N Shares		Class D Shares		Class I Shares		Third - Party Operating Partnership Units (1)		Total
Monthly NAV	$	3,222,585	$	505,901	$	92,430	$	3,800,975	$	383,704	$	8,005,595
Number of outstanding shares/units	306,971,144		47,799,493		8,920,047		359,580,057		36,299,203		759,569,944
NAV Per Share/Unit as of December 31, 2025	$	10.4980	$	10.5838	$	10.3620	$	10.5706	$	10.5706

Distributions

~~_______________________~~The Company has declared gross distributions of $0.7000 per share per year, paid monthly, for Class S shares, Class D shares, and Class I shares from September 21, 2022 through December 31, 2025, and for Class N shares from June 25, 2024 through December 31, 2025. On January 23, 2026, the Company declared an increase to its gross distribution rate to $0.7500 per share per year for each class of its common shares for shareholders of record following the close of business on January 31, 2026.

~~(1)Includes~~* ~~the~~Cap ~~partnership~~rate ~~interests of the NLT OP held by the Special Limited Partners~~ and ~~other~~rental ~~NLT~~escalators OPrelate ~~interests~~only ~~held~~to byour ~~parties~~net ~~other~~lease ~~than~~equity usdeals.

Portfolio Update ($ in thousands)

As of December 31, 2025, the Company holds interests in 3,889 properties with a remaining weighted average lease term of 19 years, of which 270 are wholly-owned, 3,576 are through its investment in STORE1, and 43 are through other joint ventures. The Company’s total portfolio assets at fair value are $11,297,691. The Company has a credit rating of BBB2.

As of December 31, 2025, 86.6% of our consolidated real estate portfolio debt and 62.9% of our total consolidated debt was fixed through fixed-rate debt agreements or interest rate swap transactions. The weighted average interest rate and loan-to-value of our consolidated portfolio were 5.2% and 36.9%, respectively.

1 STORE Capital LLC and Waterparks LLC (“STORE”)

2 Morningstar DBRS finalized the issuer rating at BBB and published its private report on July 19, 2025.

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.

	Blue Owl Real Estate Net Lease Trust
	By:	/s/ Kevin Halleran
		Name:	Kevin Halleran
		Title:	Chief Financial Officer
Date: January 21, 2026
Date: January 26, 2026

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