North Haven Net REIT 8-K

What Happened
North Haven Net REIT announced new common share classes — Class L‑S and Class L‑I — and filed related amendments to its operating and management agreements. The company also reported that, on June 1, 2026, it sold 3,510,253 common shares in its continuous private offering for approximately $73.2 million (at the most recently determined net asset value per share), under exemptions of Section 4(a)(2) and Rule 506 of Regulation D.

Key Details

• On June 1, 2026 the Company sold 3,510,253 shares for aggregate consideration of ~$73.2 million (private offering). Breakdown:
  • Class S: 1,934,965 shares for $40,484,779 (includes $0.4M upfront selling commissions and dealer manager fees)
  • Class F‑I: 496,471 shares for $10,340,000
  • Class I: 608,047 shares for $12,607,254
  • Class E: 470,770 shares for $9,801,000
• The Company designated two new common-share classes, Class L‑S and Class L‑I (par value $0.01), and amended its governing documents to add corresponding Operating Partnership units (Class L‑S and Class L‑I units).
• Amended agreements filed June 4, 2026 include: Fourth Amended & Restated Limited Partnership Agreement (NH Net REIT Operating Partnership, LP), Second Amended & Restated Dealer Manager Agreement with Morgan Stanley Distribution, Inc. (and Participating Broker‑Dealer form), and Second Amended & Restated Advisory Agreement with MSREF Real Estate Advisor, Inc.
• The Board amended the Company’s share repurchase plan (effective June 4, 2026) to incorporate the new Class L‑S and Class L‑I shares. The new classes have substantially similar rights to other common shares but are subject to additional repurchase limitations.

Why It Matters

• Capital raise: The ~$73.2M in private share sales increases the company’s capital from its continuous offering, which may be used for operations or investments. Pricing was at the most recently determined NAV per share.
• New share classes and related unit designations are structural changes that expand the Company’s capital and investor-class flexibility. Investors should note the new Class L shares carry the same general economic rights as other classes but face extra repurchase restrictions, which could affect liquidity or timing for holders of those classes.
• Related amendments with the dealer manager and advisor formalize how the new classes will be offered and managed; the amended repurchase plan explicitly includes the new classes.

For full terms and legal details, refer to the exhibits (Amended Declaration of Trust, Amended Partnership Agreement, Dealer Manager Agreement, Advisory Agreement, and Amended Share Repurchase Plan) filed with the 8‑K.