North Haven Net REIT 8-K

What Happened
North Haven Net REIT filed an 8-K (Item 3.02) reporting that on April 1, 2026 it sold an aggregate of 3,304,790 common shares in its continuous private offering for approximately $68.3 million, plus applicable upfront selling commissions and dealer manager fees. The shares were sold at the most recently determined net asset value per share, and the sales were conducted as unregistered private placements relying on Section 4(a)(2) and Rule 506 of Regulation D. The filing was signed by Douglas Armer, Chief Financial Officer and Head of Capital Markets, and dated April 7, 2026.

Key Details

• Total shares sold: 3,304,790 common shares for aggregate consideration of ~$68.3 million.
• Class breakdown and proceeds:
  • Class S Common Shares: 1,773,880 shares — $36,723,940 (includes ~$0.3M in upfront selling commissions and dealer manager fees)
  • Class F‑I Common Shares: 312,450 shares — $6,450,000
  • Class I Common Shares: 810,033 shares — $16,655,500
  • Class E Common Shares: 408,427 shares — $8,420,948
• Offering exemption: Sales were exempt from Securities Act registration under Section 4(a)(2) and Rule 506 of Regulation D.

Why It Matters
This filing notifies investors that North Haven raised cash through its ongoing private offering rather than a registered public offering. The sale increases the company’s capital base by roughly $68.3M (net of any fees disclosed), which may be used for investments, operations, or other corporate purposes. Because the shares were issued in an unregistered private placement, new shares can dilute existing holders’ ownership and per‑share metrics; investors should monitor future NAV updates and company disclosures for use of proceeds and any impacts on NAV per share.