North Haven Net REIT 8-K

What Happened

• North Haven Net REIT filed an 8-K (Item 3.02) disclosing that on February 2, 2026 it sold 2,034,255 common shares in its continuous private offering for aggregate consideration of approximately $41.9 million, at the most recently determined net asset value per share. The sale was made on a private placement basis and reported on the Form 8-K filed February 5, 2026 and signed by CFO Douglas Armer.

Key Details

• Total shares sold: 2,034,255; aggregate proceeds: ~ $41.9 million.
• Sales by class:
  • Class S Common Shares: 1,162,801 shares — $24,038,968 (includes $0.2M in upfront selling commissions and dealer manager fees).
  • Class I Common Shares: 445,770 shares — $9,137,833.
  • Class E Common Shares: 425,684 shares — $8,745,600.
• Offering exemption: sale was exempt from registration under Section 4(a)(2) and Rule 506 of Regulation D.

Why It Matters

• This transaction represents capital raised through the company’s ongoing private offering, increasing issued shares by 2,034,255 and generating roughly $41.9M in gross proceeds. Retail investors should note the issuance may affect shares outstanding and ownership percentages. Because the sale was made under a Regulation D exemption, the securities were not registered under the Securities Act and were offered in a private placement rather than a public offering.