The Ares-affiliated buyer commits another $100 million in Class B shares and gains a new $7.5 million-per-quarter repurchase right that activates in October 2028.

May 26, 2026

Ares Real Estate Income Trust Inc. has agreed to sell an additional $100 million of Class B common stock to an affiliate of its external advisor, lifting the total commitment under a previously disclosed subscription agreement to $300 million. The Maryland-based non-traded real estate investment trust disclosed the transaction in a report dated May 22, 2026.

The amendment, executed on May 19, 2026, modifies an October 2025 subscription agreement with Ares Apogee Finance HoldCo L.P. — referred to as Apogee SPV — an affiliate of Ares Commercial Real Estate Management LLC, the company’s external advisor. Apogee SPV had originally purchased $200 million of Class B common stock under that earlier agreement.

Pricing and Issuance Mechanics

The upsized portion of the investment, consisting of additional Class B common shares, will be issued on June 1, 2026. Pricing will be set at the per-share net asset value of the company’s Class I-PR common stock as of April 30, 2026.

The transaction is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, with the company citing Apogee SPV’s status as an institutional accredited investor and the private nature of the placement.

Lock-Up and Redemption Terms

The new shares carry the same three-year lock-up that applies to the initial purchase, measured from the original October 17, 2025 purchase date. That lock-up will expire on October 17, 2028, designated as the Liquidity Date under the agreement.

After the Liquidity Date, Apogee SPV’s redemption rights work as follows:

• Share redemption program: Apogee SPV may submit redemption requests, but only during the last month of any calendar quarter, and only on a basis subordinate to redemption requests from other common stockholders.
• Quarterly repurchase right: A separate mechanism allows Apogee SPV to require the company to repurchase up to $7.5 million of its shares per quarter at the most recently determined per-share net asset value, operating outside the share redemption program.

Unused quarterly repurchase amounts do not roll forward to future quarters, and the timing of any such requests must align with the regular share redemption program schedule.

Change-of-Control Carve-Out

If the shares are eventually transferred to a non-affiliate of the advisor, or if Ares Commercial Real Estate Management is no longer the company’s external advisor, the subordinated redemption terms cease to apply. In that scenario, Apogee SPV would gain pari passu redemption rights alongside other common stockholders.

All other material terms of the original subscription agreement remain in full force. The amendment was signed on behalf of the company by Taylor M. Paul, managing director, chief financial officer and treasurer.