North Haven Net REIT 8-K

What Happened

• North Haven Net REIT filed an 8-K (Item 3.02) reporting that on May 1, 2026 it sold a total of 3,081,210 common shares in its continuous private offering for aggregate consideration of approximately $64.0 million. The shares were sold at the most recently determined net asset value (NAV) per share.
• The offering was exempt from SEC registration under Section 4(a)(2) and Rule 506 of Regulation D.

Key Details

• Total shares sold: 3,081,210 common shares for ≈ $64.0 million (aggregate consideration).
• Breakdown by class:
  • Class S Common Shares: 1,825,461 shares — $37,986,111 (includes $0.2M in upfront selling commissions and dealer manager fees)
  • Class F‑I Common Shares: 223,851 shares — $4,648,104
  • Class I Common Shares: 643,238 shares — $13,300,875
  • Class E Common Shares: 388,660 shares — $8,065,000
• Sale conducted through the Company’s continuous private offering; proceeds and fees were reported as part of the aggregate consideration.

Why It Matters

• This filing documents a material capital-raising event: the Company sold a significant number of shares (3.08M) for roughly $64M, which increases the number of shares sold in its ongoing offering and brings in cash to the REIT.
• Investors should note the shares were sold at NAV in a private offering exempt from registration (Reg D Rule 506), and that selling commissions/fees applied (notably the $0.2M included for Class S). Changes in share count and NAV-based issuances can affect per-share metrics and ownership percentages.