North Haven Net REIT 8-K

What Happened

• North Haven Net REIT filed a Form 8‑K on February 20, 2026 disclosing that, as of February 2, 2026, it sold an aggregate of 223,772 Class I shares and 4,369 Class F‑I shares to a feeder vehicle. The final share count was determined on February 13, 2026.
• The shares were sold for approximately $4,592,000 (Class I) and $90,000 (Class F‑I), based on the net asset value (NAV) per share as of January 31, 2025. The offering was made as an exempt private sale under Section 4(a)(2) and Rule 506 of Regulation D. The 8‑K was signed by Douglas Armer, Chief Financial Officer and Head of Capital Markets.

Key Details

• Shares sold: 223,772 Class I and 4,369 Class F‑I.
• Consideration: ~ $4,592,000 for Class I and ~ $90,000 for Class F‑I (total ≈ $4.68M).
• Pricing basis and dates: NAV per share used was as of January 31, 2025; sale recorded Feb 2, 2026; final share tally determined Feb 13, 2026.
• Regulatory treatment: Offer and sale relied on Section 4(a)(2) and Rule 506 of Regulation D (unregistered/private placement) and were made to a feeder vehicle created to hold certain classes of the Company’s common shares.

Why It Matters

• This transaction is a private capital raise of roughly $4.68 million executed at the Company’s NAV and completed via an unregistered placement to a feeder vehicle.
• For investors, the key facts to note are the increase in shares sold into the feeder vehicle and the use of NAV-based pricing; these can affect share counts and ownership concentration. The filing does not specify use of proceeds or any impact on ongoing distributions—investors should watch future filings for further detail.