North Haven Net REIT Reports Unregistered Sale of Class I and F-I Shares

What Happened
North Haven Net REIT announced an unregistered sale of its common shares. As of July 1, 2026 (with final share counts determined July 14, 2026), the Company sold 260,989 Class I shares and 9,047 Class F-I shares to a feeder vehicle created to hold certain classes of the Company’s common shares. The sales were priced based on the net asset value (NAV) per share as of June 30, 2026 and generated approximately $5,616,000 in aggregate consideration. The offer and sale were exempt from SEC registration under Section 4(a)(2) and Rule 506 of Regulation D.

Key Details

• Shares sold: 260,989 Class I shares and 9,047 Class F-I shares (final counts confirmed July 14, 2026).
• Proceeds: ~ $5,427,000 for Class I and ~ $189,000 for Class F-I — total ~ $5,616,000, based on NAV as of June 30, 2026.
• Buyer: a feeder vehicle primarily created to hold certain classes of the Company’s common shares.
• Regulatory treatment: Private placement exempt under Section 4(a)(2) and Rule 506 of Regulation D.

Why It Matters
This filing documents a private, exempt capital transaction that raised roughly $5.6 million for the REIT and involved a feeder vehicle investor. Retail investors should note the sale was a non-registered placement (Reg D) priced at the Company’s June 30 NAV; such transactions can affect the company’s capital structure and share distribution but the filing does not provide additional details about use of proceeds or changes to outstanding share counts beyond the amounts reported. The 8-K was signed by CFO Douglas Armer on July 16, 2026.