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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________________

FORM 10-K

_________________________________________________________

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-52596

_________________________________________________________

Ares Real Estate Income Trust Inc.

(Exact name of registrant as specified in its charter)

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Maryland	30-0309068
(State or other jurisdiction of<br>incorporation or organization)	(I.R.S. Employer<br>Identification No.)
One Tabor Center, 1200 Seventeenth Street, Suite 2900, Denver, CO	80202
(Address of principal executive offices)	(Zip Code)

(303) 228-2200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Class T Shares of Common Stock, $0.01 par value

Class S Shares of Common Stock, $0.01 par value

Class D Shares of Common Stock, $0.01 par value

Class I Shares of Common Stock, $0.01 par value

Class E Shares of Common Stock, $0.01 par value

Class B Shares of Common Stock, $0.01 par value

(Title of each class)

_________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐	Smaller reporting company	☐
Non-accelerated filer	☒			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2025 cannot be calculated because no established market exists for the registrant’s common stock.

Under the registrant's charter, shares of the registrant's Class S common stock are separated into a series called Class S-R and another series called Class S-PR; shares of the registrant's Class D common stock are separated into a series called Class D-R and another series called Class D-PR; and shares of the registrant's Class I common stock are separated into a series called Class I-R and another series called Class I-PR. In order to mirror common industry terminology, in this Annual Report on Form 10-K the registrant refers to these separate series of common stock as different “classes”.

As of February 26, 2026, 22,238,816 shares of Class T-R common stock, 35,429,004 shares of Class S-R common stock, 5,632,922 shares of Class D-R common stock, 63,344,986 shares of Class I-R common stock, 39,516,550 shares of Class E common stock, 7,792,918 shares of Class S-PR common stock, 403,479 shares of Class D-PR common stock, 11,176,117 shares of Class I-PR common stock and 25,409,732 shares of Class B common stock of the registrant, each with a par value $0.01 per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-K incorporates certain information by reference to the definitive proxy statement for the registrant’s 2026 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission (the “SEC”) no later than April 30, 2026.
Auditor Name: KPMG LLP	Auditor Location: Denver, Colorado	Auditor Firm ID: 185

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	PART I	1
Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	68
Item 1C.	Cybersecurity	68
Item 2.	Properties	69
Item 3.	Legal Proceedings	75
Item 4.	Mine Safety Disclosures	75
	PART II	76
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	76
Item 6.	[Reserved]	86
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	87
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	102
Item 8.	Financial Statements and Supplementary Data	104
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	157
Item 9A.	Controls and Procedures	157
Item 9B.	Other Information	157
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	157
	PART III	158
Item 10.	Directors, Executive Officers and Corporate Governance	158
Item 11.	Executive Compensation	158
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	158
Item 13.	Certain Relationships and Related Transactions, and Director Independence	158
Item 14.	Principal Accountant Fees and Services	158
	PART IV	159
Item 15.	Exhibits and Financial Statement Schedules	159
Item 16.	Summary of Form 10-K	166

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” Such forward-looking statements relate to, without limitation, our future capital expenditures, distributions, acquisitions and dispositions (including the amount and nature thereof), other developments and trends of the real estate industry, business strategies and the expansion and growth of our operations. These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements are subject to a number of assumptions, risks and uncertainties which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or the negative of these words, or other similar words or terms. Readers are cautioned not to place undue reliance on these forward-looking statements.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

•the impact of macroeconomic trends, such as the unemployment rate, availability of credit, impact of inflation, changes in interest rates, uncertainties regarding actual and potential shifts in the U.S. and foreign trade, economic and other policies, including with respect to treaties and tariffs and the conflicts in Ukraine and in the Middle East, which may have a negative effect on the following, among other things:

•the fundamentals of our business, including overall market occupancy, space utilization for our tenants, who we refer to as customers from time-to-time herein, and rental rates;

•the financial condition of our customers, some of which are retail, financial, legal and other professional firms, our lenders, and institutions that hold our cash balances and short-term investments, which may expose us to increased risks of breach or default by these parties;

•customers’ ability to pay rent on their leases or our ability to re-lease space that is or becomes vacant; and

•the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;

•general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, dependence on customers’ financial condition and competition from other developers, owners and operators of real estate);

•our ability to effectively raise and deploy proceeds from our ongoing securities offerings;

•risks associated with the demand for liquidity under our share redemption program and our ability to meet such demand;

•risks associated with the availability and terms of debt and equity financing and the use of debt to fund acquisitions and developments, including the risk associated with interest rates impacting the cost and/or availability of financing;

•the business opportunities that may be presented to and pursued by us, changes in laws or regulations (including changes to laws governing the taxation of real estate investment trusts (“REITs”));

•conflicts of interest arising out of our relationships with Ares real estate (the “Sponsor”), Ares Commercial Real Estate Management LLC (the “Advisor”), and their affiliates;

•changes in accounting principles, policies and guidelines applicable to REITs;

•environmental, regulatory and/or safety requirements; and

•the availability and cost of comprehensive insurance, including coverage for terrorist acts.

For further discussion of these and other factors, see Item 1A, “Risk Factors” in this Annual Report on Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

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SUMMARY RISK FACTORS

An investment in shares of our common stock involves significant risks. See “Risk Factors” beginning on page 4. These risks include, among others:

•There is no public trading market for shares of our common stock, and it may therefore be difficult for you to sell your shares.

•There are limits on the ownership, transferability and redemption of shares of our common stock which may significantly limit the liquidity of an investment in shares of our common stock.

•Since there is no public trading market for shares of our common stock, redemption of shares by us will likely be the only way to dispose of your shares. Our share redemption program provides stockholders with the opportunity to request that we redeem their shares on a monthly basis, but we are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to be redeemed in any particular month, in our discretion. In addition, redemptions will be subject to available liquidity, volume limits and other significant restrictions. Further, our board of directors may make exceptions to, modify or suspend our share redemption program if in its reasonable judgment it deems a modification or suspension to be in our best interest and the best interest of our stockholders. As a result, our shares should be considered as having only limited liquidity and at times may be illiquid.

•A portion of the proceeds raised in our securities offerings is expected to be used to satisfy redemption requests, including requests from our existing stockholders which may be significant. Using the proceeds raised in our securities offerings for redemptions will reduce the net proceeds available to retire debt, or acquire additional investments, which may result in reduced liquidity and profitability or restrict our ability to grow our net asset value (“NAV”).

•In connection with our securities offerings, we incur fees and expenses which will decrease the amount of cash we have available for operations and new investments. In the future, we may conduct other offerings of common stock (whether existing or new classes), preferred stock, debt securities or of interests in our operating partnership. We may also amend the terms of existing securities offerings. We may structure or amend such offerings to attract institutional investors or other sources of capital. The costs of our securities offerings may negatively impact our ability to pay distributions and your overall return.

•The purchase and redemption price for shares of our common stock will generally be based on our most recently disclosed monthly NAV (subject to material changes) and will not be based on any public trading market.

•In addition to being a month old when share purchases and redemptions take place, our NAV does not currently represent our enterprise value and may not accurately reflect the actual prices at which our assets could be liquidated on any given day, the value a third party would pay for all or substantially all of our shares, or the price that our shares would trade at on a national stock exchange. Our management's assessment of the market values of our properties may also differ from the appraised values of our properties. Further, it is possible that the annual appraisals of our properties may not be spread evenly throughout the year, and rapidly changing market conditions or material events may not be fully reflected in our monthly NAV. The resulting potential disparity in our NAV may inure to the benefit of redeeming stockholders or non-redeeming stockholders and new purchasers of our common stock, depending on whether our published NAV per share for such class is overstated or understated.

•Some of our executive officers, directors and other key personnel are also officers, directors, managers, and/or key personnel of the Advisor, Ares Management Capital Markets LLC, the dealer manager for our securities offerings (our “Dealer Manager”), and/or other entities related to our Sponsor. As a result, they face conflicts of interest, including but not limited to conflicts arising from time constraints, allocation of investment and leasing opportunities and the fact that the fees the Advisor receives for services rendered to us are based on our NAV, the procedures for which the Advisor assists our board of directors in developing, overseeing, implementing and coordinating.

•We are subject to risks generally incident to the ownership of real property, including changes in global, national, regional or local economic, demographic, political, real estate or capital market conditions and other factors particular to the locations of our respective real property investments. We are unable to predict future changes in these market conditions. For example, an economic downturn or rise in interest rates could make it more difficult

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for us to lease properties or dispose of them. In addition, rising interest rates could make alternative interest-bearing and other investments more attractive and, therefore, potentially lower the relative value of our existing real estate investments.

•Our use of leverage increases the risk of loss on our investments and places certain restrictions upon us which may limit us from realizing the most optimal value for such investments.

•If we fail to maintain our status as a REIT, it would adversely affect our results of operations and our ability to make distributions to our stockholders.

•The amount of distributions we may make is uncertain. We may pay distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings or offering proceeds. The use of these sources for distributions would decrease the amount of cash we have available for new investments, repayment of debt, share redemptions and other corporate purposes, and could potentially reduce your overall return and adversely impact and dilute the value of your investment in shares of our common stock.

•Our NAV per share may suddenly change if the valuations of our properties materially change from prior valuations or the actual operating results materially differ from what we originally budgeted. For example, we regularly face lease expirations across our portfolio, and as we move further away from lease commencement toward the end of a lease term, the valuation of the underlying property generally will be expected to drop depending on the likelihood of a renewal or a new lease on similar terms.

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PART I

ITEM 1. BUSINESS

The Company

Ares Real Estate Income Trust Inc. is a net asset value (“NAV”)-based perpetual life REIT formed on April 11, 2005, as a Maryland corporation. We are primarily focused on investing in and operating a diverse portfolio of real property and investing in other real estate-related assets. As of December 31, 2025, our consolidated real property portfolio consisted of 143 properties, totaling approximately 30.5 million square feet located in 34 markets throughout the U.S. As used herein, the terms “AREIT,” the “Company,” “we,” “our” or “us” refer to Ares Real Estate Income Trust Inc. and its consolidated subsidiaries, except where otherwise indicated or the context otherwise requires.

We have operated and elected to be treated as a REIT for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2006, and we intend to continue to operate in accordance with the requirements for qualification as a REIT. We utilize an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) organizational structure to hold all or substantially all of our assets through AREIT Operating Partnership LP (the “Operating Partnership”), a Delaware limited partnership, of which we are the sole general partner and a limited partner.

We rely on the Advisor, a related party, to manage our day-to-day activities and to implement our investment strategy pursuant to the terms of that certain Amended and Restated Advisory Agreement (2025), effective as of April 30, 2025 (the “Advisory Agreement”), by and among us, the Operating Partnership, and the Advisor. The current term of the Advisory Agreement ends on April 30, 2026, subject to renewal by our board of directors for an unlimited number of successive one-year periods. The Advisor performs its duties and responsibilities under the Advisory Agreement as a fiduciary of us and our stockholders.

We intend to offer shares of our common stock on a continuous basis. We also intend to conduct an ongoing distribution reinvestment plan offering for our stockholders to reinvest distributions in our shares. During 2025, we raised $335.5 million of gross proceeds from the sale of common stock in our ongoing securities offerings, including $31.6 million from the sale of common stock under our distribution reinvestment plan. See “Note 10 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for more information about our securities offerings.

Additionally, we have a program to raise capital through private placement offerings by selling beneficial interests (“DST Interests”) in specific Delaware statutory trusts (a “DST” or multiple “DSTs”) holding real properties (the “DST Program”). These private placement offerings are exempt from registration requirements pursuant to Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). Under the DST Program, each private placement will offer interests in one or more real properties placed into one or more DSTs by the Operating Partnership or its affiliates (each, a “DST Property” and collectively, the “DST Properties”). DST Properties may be sourced from properties currently indirectly owned by the Operating Partnership or newly acquired properties. We anticipate that these interests may serve as replacement properties for investors seeking to complete like-kind exchange transactions under Section 1031 (“Section 1031 Exchanges”) of the Internal Revenue Code of 1986, as amended (the “Code”). Similar to our prior private placement offerings, we expect that the DST Program will give us the opportunity to expand and diversify our capital raise strategies by offering what we believe to be an attractive and unique investment product for investors that may be seeking replacement properties to complete Section 1031 Exchanges. We also make loans (the “DST Program Loans” and, each individually, a “DST Program Loan”) to finance up to 50% of the purchase price of DST Interests paid by certain purchasers of the interests in the Delaware statutory trusts. During 2025, we sold $1.22 billion of gross interests related to the DST Program, $99.8 million of which were financed by DST Program Loans. Refer to “Note 7 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for additional detail regarding the DST Program.

Investment Objectives

Our primary investment objectives are:

•providing current income to our stockholders in the form of consistent cash distributions;

•preserving and protecting our stockholders’ capital investments;

•realizing capital appreciation in our share price from active investment management and asset management; and

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•providing portfolio diversification in the form of multi-asset class investing in direct real property and investing in other real estate-related assets.

There is no assurance that we will attain our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases these limitations cannot be changed unless our charter is amended, with the approval of our stockholders.

Investment Strategy

We are primarily focused on investing in and operating a diverse portfolio of real property and investing in other real estate-related assets. We currently focus our investment activities primarily across the major U.S. property sectors (residential, industrial, retail and office), data center properties and investments in real estate debt and securities. To a lesser extent, we invest in and/or intend to strategically invest in geographies outside of the U.S., which may include Canada, Mexico, the United Kingdom, Europe, Japan and other foreign jurisdictions, and in other sectors such as credit lease and self-storage, properties in sectors adjacent to our primary investment sectors and/or infrastructure, to create a diversified blend of current income and long-term value appreciation. Our objective is to bring the Ares Management Corporation (“Ares”) leading institutional-quality real assets investment platform to income-focused investors, with significant diversification across real estate and real estate-related asset classes, geographies and sectors. We intend to allocate capital dynamically between sectors and strategies so as to achieve outperformance through strategic diversification rather than outsized risk. We expect real estate debt, non-U.S. jurisdictions and/or infrastructure assets to comprise up to 30% of our assets. Currently, infrastructure is not expected to comprise more than 10% of our assets with a focus on real estate-related infrastructure and renewable energy sources. While we will not limit our investment opportunities to stay within these allocations, we may adjust our expectations based on market conditions and opportunities.

We believe that the real estate market is cyclical, with demand for property types peaking at different times. Although we do not typically invest for the short term, we are active portfolio managers and will seek to take advantage of opportunities to acquire or dispose of assets strategically at different points in the cycle. One reason we focus on multiple property types and markets is to increase our ability to take advantage of these market cycles. We believe that the broader the opportunity set in which to invest our capital, the more selective we can be in choosing strategic and accretive investments, which we believe may result in attractive total returns for our stockholders. Seeing more of the overall real estate market also may allow us to be consistent and meaningful investors throughout different cycles. When we believe one market and/or sector is overvalued, we patiently wait and focus on another market and/or sector that we believe is overlooked or has stronger fundamentals of relative value. We also believe that value generally is based on an investment’s ability to produce cash flow. We generally focus on select, targeted markets that exhibit characteristics of being supply-constrained with strong demand from customers seeking quality space.

Our near-term investment strategy is likely to prioritize new investments in the residential and industrial sectors due to relatively attractive fundamental conditions. Such investments may be in the form of equity or debt, and in particular, we believe that debt investments provide an increasingly attractive risk adjusted return in today’s market environment. We also intend to continue to hold an allocation of properties in the retail and office sectors, the former of which is largely grocery-anchored. To a lesser extent, we intend to invest in credit lease and self-storage, properties in sectors adjacent to our primary investment sectors, real estate-related securities and/or infrastructure. Our investments in real estate-related securities generally will focus on debt or equity issued by public and private real estate companies and/or certain other securities, with the primary goal of such investments being preservation of liquidity in support of our share redemption program, while also seeking income, potential for capital appreciation and further portfolio diversification.

We generally employ a long-term hold strategy for strategic investments within our portfolio of real estate assets. The majority of our current portfolio consists of primarily “core” or “core-plus” properties that have significant operating histories and are substantially leased whereby a significant portion of the total investment return is expected to be derived from current income. In addition, we have invested in and/or may invest in a relatively smaller proportion of “development” properties and/or “value-added” opportunities that have arisen in circumstances where we have determined that a property may be situationally undervalued or where re-development, re-leasing and/or improved asset management may increase cash flows, and where the total investment return is generally expected to have a relatively larger component derived from capital appreciation.

Financing Objectives

We use financial leverage to provide additional funds to support our investment activities. We may finance a portion of the purchase price of any real estate asset that we acquire with borrowings on short or long-term basis from banks, life

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insurance companies and other lenders. We calculate our leverage for reporting purposes as the outstanding principal balance of our borrowings, including secured financings on debt-related investments, less cash and cash equivalents, divided by the fair value of our real property, net investments in unconsolidated joint venture partnerships and investments in real estate debt and securities not associated with the DST Program (determined in accordance with our valuation procedures). For purposes of determining the fair value of our real property, we include the fair value of the properties that are part of the DST Program due to the master lease structure, including our purchase option. Based on this methodology, our leverage decreased to 35.5% as of December 31, 2025, as compared to 41.2% as of December 31, 2024. There are other methods of calculating our overall leverage ratio that may differ from this methodology, such as the methodology used in determining our compliance with corporate borrowing covenants. Our current target leverage ratio is between 40-60%. Although we will generally work to maintain our targeted leverage ratio, there are no assurances that we will maintain the targeted range disclosed above or achieve any other leverage ratio that we may target in the future. Our board of directors may from time to time modify our borrowing policy in light of then-current economic conditions, the relative costs of debt and equity capital, the fair values of our properties, general conditions in the market for debt and equity securities, growth and acquisition opportunities or other factors. See Item 1A, “Risk Factors—Risks Associated with Debt Financing” for additional detail.

Competition

We face competition from various entities for investment opportunities in properties, including other REITs, pension funds, insurance companies, investment funds and companies, partnerships and developers. Many of these entities may have greater access to capital to acquire properties than we have. In addition to third-party competitors, we may compete with other programs sponsored or advised by affiliates of the Sponsor, particularly those with investment strategies that overlap with ours. In addition to competing for attractive investment opportunities, the current leasing and operating environment is also very competitive. See Item 1A, “Risk Factors—Risks Related to Conflicts of Interest” and “—Risks Related to Investments in Real Property” for additional detail.

Significant Customers

We are dependent upon the ability of current customers to pay their contractual rent amounts as the rents become due. As of December 31, 2025, there were no customers that represented more than 10.0% of total annualized base rent or more than 10.0% of total leased square feet. Our 10 largest customers represented 18.2% and 23.7% of total annualized base rent and total leased square feet, respectively. We are not aware of any current customers whose inability to pay their contractual rental amounts would have a material adverse impact on our results of operations. See Item 2, “Properties,” for further detail about customer diversification.

Conflicts of Interest

We are subject to various potential conflicts of interest that could arise out of our relationship with the Advisor and other affiliates and related parties, including: conflicts related to the compensation arrangements among the Advisor, certain affiliates and related parties, and us; conflicts with respect to the allocation of the Advisor’s and its key personnel’s time; conflicts related to our potential acquisition of assets from affiliates of the Advisor; and conflicts with respect to the allocation of investment and leasing opportunities. Further, entities currently sponsored by or that in the future may be advised by affiliates of the Sponsor, and those in which Sponsor-affiliated entities own interests, may compete with us or may be given priority over us with respect to the acquisition of certain types of investments. As a result of our potential competition with these entities, certain investment and leasing opportunities that would otherwise be available to us may not in fact be available. See Item 1A, “Risk Factors—Risks Related to Conflicts of Interest,” for additional detail. The independent directors have an obligation to function on our behalf in all situations in which a conflict of interest may arise and have a fiduciary obligation to act on behalf of our stockholders.

Compliance with Federal, State and Local Environmental Laws

Properties that we may acquire, and the properties underlying our investments, are subject to various federal, state and local environmental laws, ordinances and regulations. Under these laws, ordinances and regulations, a current or previous owner of real estate (including, in certain circumstances, a secured lender that succeeds to ownership or control of a property) may become liable for the costs of removal or remediation of certain hazardous or toxic substances or petroleum product releases at, on, under or in its property. These laws typically impose cleanup responsibility and liability without regard to whether the owner or control party knew of or was responsible for the release or presence of the hazardous or toxic substances. The costs of investigation, remediation or removal of these substances may be substantial and could exceed the value of the property. An owner or control party of a site may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from a site. Certain environmental laws also

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impose liability in connection with the handling of or exposure to materials containing asbestos. These laws allow third parties to seek recovery from owners of properties for personal injuries associated with materials containing asbestos. Our operating costs and the values of these assets may be adversely affected by the obligation to pay for the cost of complying with existing environmental laws, ordinances and regulations, as well as the cost of complying with future legislation, and our income and ability to make distributions to our stockholders could be affected adversely by the existence of an environmental liability with respect to our properties. We will endeavor to ensure our properties are in compliance in all material respects with all federal, state and local laws, ordinances and regulations regarding hazardous or toxic substances or petroleum products.

Employees

We have no employees. Pursuant to the terms of the Advisory Agreement, the Advisor assumes principal responsibility for managing our affairs and we compensate the Advisor for certain services.

Available Information

Our internet address is www.areswms.com/solutions/areit. Through a link on our website, we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and prospectus, along with any amendments to those filings, as soon as reasonably practicable after we file or furnish them to the Securities and Exchange Commission (the “SEC”).

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ITEM 1A. RISK FACTORS

RISKS RELATED TO INVESTING IN SHARES OF OUR COMMON STOCK

There is no public trading market for the shares of our common stock and we do not anticipate that there will be a public trading market for our shares; therefore, our stockholders’ ability to dispose of their shares will likely be limited to redemption by us. If our stockholders sell their shares to us, our stockholders may receive less than the price they paid.

There is no public market for the shares of our common stock and we currently have no obligation or plans to apply for listing on any public securities market. Therefore, redemption of the shares of our common stock by us will likely be the only way for our stockholders to dispose of their shares. We will redeem shares at a price equal to the transaction price on the last calendar day of the applicable month (which will generally be equal to our most recently disclosed monthly NAV per share), and not based on the price at which our stockholders initially purchased their shares. We may redeem our stockholders’ shares if they fail to maintain a minimum balance of $2,000 of shares, even if their failure to meet the minimum balance is caused solely by a decline in our NAV. Subject to limited exceptions, shares that have not been outstanding for at least one year will be redeemed at 95% of the transaction price, which will inure indirectly to the benefit of our remaining stockholders. As a result of this and the fact that our NAV will fluctuate, stockholders may receive less than the price they paid for their shares upon redemption by us pursuant to our share redemption program.

Our continuous private offering (the “Private Offering”) is being conducted in reliance on a private offering exemption from registration under the Securities Act, and if the Company fails to comply with the requirements of such exemption, our stockholders would have the right to rescind their purchase of shares of our common stock if they so desired.

Shares of our common stock are being offered and sold in reliance on a private offering exemption from registration provided in the Securities Act. If we should fail to comply with the requirements of such exemption, our stockholders would have the right to rescind their purchase of the shares of our common stock if they so desired. It is possible that one or more stockholders seeking rescission would succeed. This might also occur under applicable state securities laws and regulations in states where the shares will be offered without registration or qualification pursuant to a private offering or other exemption. If a number of our stockholders were successful in seeking rescission, we could face severe financial demands that would adversely affect the Company as a whole and, thus, the investment in the Company by our remaining stockholders.

Our ability to redeem our stockholders’ shares may be limited, and our board of directors may make exceptions to, modify or suspend our share redemption program at any time.

We may redeem fewer shares than have been requested in any particular month to be redeemed under our share redemption program, or none at all, in our discretion at any time. We may redeem fewer shares than have been requested due to lack of readily available funds because of adverse market conditions beyond our control, the need to maintain liquidity for our operations or because we have determined that investing in real property or other illiquid investments is a better use of our capital than redeeming our shares. In addition, the total amount of aggregate redemptions of our shares (based on the price at which the shares are redeemed) will be limited during each calendar month to 2% of the aggregate NAV of all shares as of the last calendar day of the previous quarter and in each calendar quarter will be limited to 5% of the aggregate NAV of all shares as of the last calendar day of the previous calendar quarter (collectively referred to herein as the “2% and 5% limits”). In addition, for the allocations described above, (i) provided that the share redemption program has been operating and not suspended for the first month of a given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for that month will carry over to the second month and (ii) provided that the share redemption program has been operating and not suspended for the first two months of a given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for those two months will carry over to the third month. In no event will such carry-over capacity permit the redemption of shares with aggregate value (based on the redemption price per share for the month the redemption is effected) in excess of 5% of the combined NAV of all shares as of the last calendar day of the previous calendar quarter (provided that for these purposes redemptions may be measured on a net basis as described in the paragraph below).

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redemption requests received in a month are included in capital outflows on the last day of such month because that is the last day stockholders have rights in the Company. We record these redemptions in our financial statements as having occurred on the first day of the next month following receipt of the redemption request because shares redeemed in a given month are outstanding through the last day of the month. With respect to future periods, our board of directors may choose whether the allocations and limitations will be applied to “gross redemptions,” (i.e., without netting against capital inflows), rather than to net redemptions, which could limit the number of shares redeemed in a given month or quarter despite our receiving a net capital inflow for that month or quarter.

The vast majority of our assets will consist of properties which cannot generally be readily liquidated on short notice without impacting our ability to realize full value upon their disposition. Therefore, we may not always have a sufficient amount of cash to immediately satisfy redemption requests. Our board of directors may make exceptions to, modify or suspend our share redemption program at any time. In addition, limited partners in our Operating Partnership may have different redemption rights with respect to partnership interests in the Operating Partnership (“OP Units”) and may be treated differently than our stockholders requesting redemption under our share redemption program. As a result, our stockholders’ ability to have their shares redeemed by us may be limited, and our shares should be considered as having only limited liquidity and at times may be illiquid. See Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Share Redemption Program” of this Annual Report on Form 10-K for more information about our share redemption program.

Our capacity to redeem shares may be further limited if we experience a concentration of investors.

The current limitations of our share redemption program are based, in part, on the number of outstanding shares. Thus, the ability of a single investor, or of a group of investors acting similarly, to redeem all of their shares may be limited if they own a large percentage of our outstanding shares. Similarly, if a single investor, or a group of investors acting in concert or independently, owns a large percentage of our outstanding shares, a significant redemption request by such investor or investors could significantly further limit our ability to satisfy redemption requests of other investors of such classes. Such concentrations could arise in a variety of circumstances. For example, we could sell a large number of our shares to one or more institutional investors. In addition, we may issue a significant number of our shares in connection with an acquisition of another company or a portfolio of properties to a single investor or a group of investors that may request redemption at similar times following the acquisition. As of December 31, 2025, based on the NAV per share of $8.04 on that date, we had outstanding approximately $183.8 million in Class T-R shares, $293.0 million in Class S-R shares, $45.9 million in Class D-R shares, $499.9 million in Class I-R shares, $319.9 million in Class E shares, $46.3 million in Class S-PR shares, $3.2 million in Class D-PR shares, $69.6 million in Class I-PR shares and $204.2 million in Class B shares.

Purchases and redemptions of our common shares will not be made based on the current NAV per share of our common stock.

The purchase and redemption price for shares of our common stock will generally be based on our most recently disclosed monthly NAV, which will generally be our prior month’s NAV per share as of the last calendar day of such month (subject to material changes) and will not be based on any public trading market. We generally expect our transaction price to be equal to our NAV as of a date approximately one month prior to the dates when share purchases and redemptions take place. For example, if our stockholders wish to subscribe for shares of our common stock in October, the subscription request must be received in good order at least five business days before November 1. Generally, the offering price would equal the NAV per share of the applicable class as of the last calendar day of September, plus applicable upfront selling commissions and dealer manager fees. If accepted, their subscription would be effective on the first calendar day of November. Conversely, if our stockholders wish to submit their shares for redemption in October, the redemption request and required documentation must be received in good order by 4:00 p.m. (Eastern time) on the second to last business day of October. If accepted, their shares would be redeemed as of the last calendar day of October and, generally, the redemption price would equal the NAV per share of the applicable class as of the last calendar day of September, subject to reduction for early redemption. In each of these cases, the NAV that is ultimately determined as of the last day of October may be higher or lower than the NAV as of the last day of September used for determining the transaction price. Therefore, the price at which our stockholders purchase shares may be higher than the current NAV per share at the time of sale and the price at which they redeem shares may be lower than the current NAV per share at the time of redemption.

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Economic events that may cause our stockholders to request that we redeem their shares may materially adversely affect our cash flow and our results of operations and financial condition.

Economic events affecting the U.S. economy, such as the general negative performance of the real estate sector, could cause our stockholders to seek to sell their shares to us pursuant to our share redemption program at a time when such events are adversely affecting the performance of our assets. Even if we decide to satisfy all resulting redemption requests, our cash flow could be materially adversely affected. In addition, if we determine to sell assets to satisfy redemption requests, we may not be able to realize the return on such assets that we may have been able to achieve had we sold at a more favorable time, and our results of operations and financial condition, including, without limitation, the breadth of our portfolio by property type and location, could be materially adversely affected.

A portion of the proceeds raised in our securities offerings are expected to be used to satisfy redemption requests, and such portion of the proceeds may be substantial.

We currently expect to use a portion of the proceeds from our securities offerings to satisfy redemption requests. We redeemed approximately $122.5 million of shares of our common stock during the year ended December 31, 2025. Using the proceeds from our securities offerings for redemptions will reduce the net proceeds available to retire debt or acquire additional properties, which may result in reduced liquidity and profitability or restrict our ability to grow our NAV.

We have experienced periods in the past in which redemption demand exceeded redemption capacity, and we could experience such situations again in the future.

We commenced our initial public offering in January 2006 and commenced operations later that year. At that time, we only offered Class E shares of common stock (referred to at that time simply as our shares of “common stock”), and our share redemption program for Class E stockholders (which was more restrictive than our current share redemption program) was subject to limitations that included a maximum number of redemptions during any calendar year of 5% of the weighted-average number of shares outstanding during the prior calendar year. Beginning in the first quarter of 2009 through the third quarter of 2016, redemption requests from Class E stockholders exceeded the redemption limits set forth in the Class E share redemption program and associated offering materials, and we conducted a number of self-tender offers to supplement this liquidity. As a result, we redeemed only a portion of the shares from investors who sought redemption during that period, either through the redemption program or self-tender offers, and our stockholders were required to resubmit redemption requests periodically in order to renew their requests to either have their shares redeemed pursuant to the share redemption program or purchased pursuant to a tender offer.

Although all properly submitted redemption requests and/or tenders in our self-tender offers have been satisfied beginning with the fourth quarter of 2016, in the future we could experience situations like that described above in which redemption demand exceeds capacity. Our current share redemption program has different limitations than our share redemption program did during that time, but our ability to redeem our stockholders’ shares may still be limited, and our board of directors may make exceptions to modify or suspend our share redemption program at any time. Furthermore, we may redeem fewer shares than have been requested in any particular month to be redeemed under our share redemption program, or none at all, in our discretion at any time. If a redemption request under our share redemption program is unsatisfied, it must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share redemption program, as applicable.

Historical returns may be presented over limited timeframes and are inherently limited in their applicability to the future.

In our annual report and in other investor communications, we disclose certain historical NAV and total return information. This information may be presented on a class-by-class basis or on a weighted-average basis across all our classes. The information may go back one month, one quarter, or longer periods. While we believe this historical information is useful, investors should understand that any historical return presentation is inherently limited in its applicability to the future, for a variety of reasons. We may have performed better in certain past time periods than others, and we cannot predict the future performance of the Company specifically or the broader economy and real estate markets more generally. Furthermore, from time to time we make changes to our portfolio, our investment focus, or structural aspects of the Company that may make past returns less comparable. Over time, we have made changes to the fees and reimbursements we pay to the Advisor (in connection with managing our operations) and the Dealer Manager and participating broker-dealers (in connection with our securities offerings). Our share classes have different upfront fees and different class-specific fees that make their returns different from those of other classes and from average returns that may be shown. In some cases, we have changed the names of our share classes and the fees that affect their returns. Over time, we have also made changes to the frequency with which, and the methodologies with which, we estimate the value of our shares.

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In particular, it was not until July 2012 that we converted to a perpetual-life “NAV REIT” that offers multiple classes of shares, moved to a fee structure similar to what we have now, and began providing regular NAV computations and disclosures similar to those we provide now. For this reason, our historical return disclosures typically do not go further back than September 30, 2012, which is the first quarter-end date as an NAV REIT and which we refer to as our “NAV inception.” Nevertheless, investors should be aware that we commenced operations in the first quarter of 2006, and from 2006 to 2009 raised capital through the sale of Class E shares of common stock (referred to at that time simply as our shares of “common stock”) at a fixed price of $10.00 per share. Prior to NAV inception in 2012, we had a materially different structure both in terms of the commissions charged in connection with sales of shares and the fees and reimbursements we paid to the Advisor and the Dealer Manager. As a result of both this different structure and the effects of the financial crisis, the performance returns for individual Class E stockholders that acquired shares in our offerings from 2006 to 2009 is lower than those for our other stockholders.

Stockholders will not have the opportunity to evaluate future investments we will make with the proceeds raised in our securities offerings prior to purchasing shares of our common stock.

We have not identified future investments that we will make with the proceeds of our securities offerings. As a result, stockholders will not be able to evaluate the economic merits, transaction terms or other financial or operational data concerning our future investments prior to purchasing shares of our common stock. Stockholders must rely on the Advisor and our board of directors to implement our investment policies, to evaluate our investment opportunities and to structure the terms of our investments. Because our stockholders cannot evaluate all of the investments we will make in advance of purchasing shares of our common stock, this additional risk may hinder our stockholders’ ability to achieve their own personal investment objectives related to portfolio diversification, risk-adjusted investment returns and other objectives.

We may not be able to raise significant funds in our securities offerings.

We may not raise significant funds in our securities offerings. Our ability to raise capital may be impacted by a variety of factors, including market demand, relative attractiveness of alternative investments, and the willingness of key distribution partners to continue to sell our shares on their respective platforms. The less capital we raise, the less capital we will have available to make investments in accordance with our investment strategy and policies, to provide liquidity to our stockholders and for general corporate purposes (which may include repayment of our debt or any other corporate purposes we deem appropriate).

Furthermore, the estimated use of proceeds figures presented in our offering documents are estimates based on numerous assumptions. The actual percentage of net proceeds available to use will depend on a number of factors, including the amount of capital we raise and the actual offering costs. For example, if we raise less than the assumed amount, we would expect the percentage of net offering proceeds available to us to be less (and may be substantially less) than the estimated use of proceeds figures presented in our offering documents because many offering costs are fixed and do not depend on the amount of capital raised in our securities offerings.

Even if we are able to raise substantial funds in our securities offerings, investors in our common stock are subject to the risk that our offering, business and operating plans may change.

Although we intend to operate as a perpetual-life REIT with an ongoing offering and share redemption program, this is not a requirement of our charter. Even if we are able to raise substantial funds in our securities offerings, if circumstances change such that our board of directors believes it is in the best interest of our stockholders to suspend the offering or to terminate our share redemption program, we may do so without stockholder approval. Our board of directors may also change our investment objectives, borrowing policies or other corporate policies without stockholder approval. In addition, we may change the way our fees and expenses are incurred and allocated to different classes of stockholders if the tax rules applicable to REITs change such that we could do so without adverse tax consequences. Our board of directors may decide that certain significant transactions that require stockholder approval such as dissolution, merger into another entity, consolidation or the sale or other disposition of all or substantially all of our assets, are in the best interests of our stockholders. Holders of all classes of our common stock have equal voting rights with respect to such matters and will vote as a single group rather than on a class-by-class basis. Accordingly, investors in our common stock are subject to the risk that our offering, business and operating plans may change.

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Valuations and appraisals of our properties, real estate-related assets and real estate-related liabilities are estimates of value and may not necessarily correspond to realizable value.

The primary component of our NAV is the value of our investments. The valuation methodologies used to value our properties and certain real estate-related assets involve subjective judgments regarding such factors as comparable sales, rental revenue and operating expense data, known contingencies, the capitalization or discount rate, and projections of future rent and expenses based on appropriate analysis. Additionally, appraisals of our properties are in part based on historical transaction data. As a result, valuations and appraisals of our properties, real estate-related assets and real estate-related liabilities are only estimates of current market value. Ultimate realization of the value of an asset or liability depends to a great extent on economic and other conditions beyond our control and the control of the Independent Valuation Advisor (as defined below) and other parties involved in the valuation of our assets and liabilities. Further, these valuations may not necessarily represent the price at which an asset or liability would sell, because market prices of assets and liabilities are best determined by negotiation between a willing buyer and seller. As such, the carrying value of an asset may not reflect the price at which the asset could be sold in the market, and the difference between carrying value and the ultimate sales price could be material. In addition, accurate valuations are more difficult to obtain in times of low transaction volume because there are fewer market transactions that can be considered in the context of the appraisal. Valuations used for determining our NAV also are generally made without consideration of the expenses that would be incurred by us in connection with disposing of assets and liabilities. Therefore, the valuations of our properties, our investments in real estate-related assets and our liabilities may not correspond to the timely realizable value upon a sale of those assets and liabilities. In addition, the value of our interest in any joint venture or partnership that is a minority interest or is restricted as to salability or transferability may reflect or be adjusted for a minority or liquidity discount. In addition to being a month old when share purchases and redemptions take place, our NAV does not currently represent enterprise value and may not accurately reflect the actual prices at which our assets could be liquidated on any given day, the value a third party would pay for all or substantially all of our shares, or the price that our shares would trade at on a national stock exchange. The stock price of shares of a publicly traded REIT may materially differ than the NAV of a non-exchange traded REIT with comparable portfolios. While any changes in the value of our real estate portfolio will ultimately be reflected in future calculations of NAV, there will be no retroactive adjustment in the valuation of such assets or liabilities, the price of our shares of common stock, the price we paid to redeem shares of our common stock or NAV-based fees we paid to the Advisor and the Dealer Manager to the extent such valuations prove to not accurately reflect the true estimate of value and are not a precise measure of realizable value. Because the price our stockholders will pay for shares of our common stock in our securities offerings, and the price at which their shares may be redeemed by us pursuant to our share redemption program, are generally based on our estimated NAV per share, our stockholders may pay more than realizable value or receive less than realizable value for their investment.

In order to disclose a monthly NAV, we are reliant on the parties that we engage for that purpose, in particular the Independent Valuation Advisor and the other appraisers that we hire to value and appraise our real property portfolio.

In order to disclose a monthly NAV, our board of directors, including a majority of our independent directors, has adopted valuation procedures that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV and caused us to engage independent third parties such as the Independent Valuation Advisor, to appraise our real property portfolio on a monthly basis, and independent appraisal firms, to provide periodic appraisals with respect to our properties. We have also engaged a firm to act as the NAV Accountant and may engage other independent third parties or the Advisor to value other assets or liabilities. Although our board of directors, with the assistance of the Advisor, oversees all of these parties and the reasonableness of their work product, we will not independently verify our NAV or the components thereof, such as the appraised values of our properties. Our management’s assessment of the market values of our properties may also differ from the appraised values of our properties as determined by the Independent Valuation Advisor. If the parties engaged by us to determine our monthly NAV are unable or unwilling to perform their obligations to us, our NAV could be inaccurate or unavailable, and we could decide to suspend our public offerings and our share redemption program.

Our NAV is not subject to U.S. generally accepted accounting principles (“GAAP”), will not be independently audited and will involve subjective judgments by the Independent Valuation Advisor and other parties involved in valuing our assets and liabilities.

Our valuation procedures and our NAV are not subject to GAAP and will not be subject to independent audit. Our NAV may differ from equity (net assets) reflected on our audited financial statements, even if we are required to adopt a fair value basis of accounting for GAAP financial statement purposes. Additionally, we are dependent on the Advisor to be reasonably aware of material events specific to our properties (such as customer disputes, damage, litigation and environmental issues) that may cause the value of a property to change materially and to promptly notify the Independent

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Valuation Advisor so that the information may be reflected in our real property portfolio valuation. In addition, the implementation and coordination of our valuation procedures include certain

subjective judgments of the Advisor, such as whether the Independent Valuation Advisor should be notified of events specific to our properties that could affect their valuations, as well as of the Independent Valuation Advisor and other parties we engage, as to whether adjustments to asset and liability valuations are appropriate. Accordingly, our stockholders must rely entirely on our board of directors to adopt appropriate valuation procedures and on the Independent Valuation Advisor and other parties we engage in order to arrive at our NAV, which may not correspond to realizable value upon a sale of our assets.

No rule or regulation requires that we calculate our NAV in a certain way, and our board of directors, including a majority of our independent directors, may adopt changes to the valuation procedures.

There are no existing rules or regulatory bodies that specifically govern the manner in which we calculate our NAV. As a result, it is important that stockholders pay particular attention to the specific methodologies and assumptions we use to calculate our NAV. Other peer REITs may use different methodologies or assumptions to determine their NAV. In addition, each year our board of directors, including a majority of our independent directors, will review the appropriateness of our valuation procedures and may, at any time, adopt changes to the valuation procedures. If we acquire real properties as a portfolio, we may pay a premium over the amount that we would pay for the assets individually. Our board of directors may change these or other aspects of our valuation procedures, which changes may have an adverse effect on our NAV and the price at which our stockholders may sell shares to us under our share redemption program. See Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Net Asset Value Per Share” and our valuation procedures attached as Exhibit 99.2 to this Annual Report on Form 10-K for more details regarding our valuation methodologies, assumptions and procedures.

Our NAV per share may suddenly change if the valuations of our properties materially change from prior valuations.

Property valuation changes can occur for a variety of reasons, such as local real estate market conditions, market lease assumptions, rotation of different third-party appraisal firms, the financial condition of our customers, or leasing activity. For example, due to rapidly changing market conditions, such as tenant demand and resulting rental rates, the valuation of underlying properties correspondingly may change. Such a valuation drop can be particularly significant when closer to a lease expiration, especially for single customer buildings or where an individual customer occupies a large portion of a building and the determination is made that the customer will not renew, or is expected to renew based on terms that are less favorable than what were previously assumed. We are at the greatest risk of these valuation changes during periods in which we have a large number of lease expirations as well as when the lease of a significant customer is closer to expiration. Similarly, if a customer will have an option in the future to purchase one of our properties from us at a price that is less than the current valuation of the property, then if the value of the property exceeds the option price, the valuation will be expected to decline and begin to approach the purchase price as the date of the option approaches. In addition, actual operating results or observed market transactions could change unexpectedly. For example, if operating expenses suddenly increase or revenues decrease, such change may in turn cause a sudden increase or decrease in the NAV per share amounts.

New acquisitions may be valued for purposes of our NAV at less than what we pay for them, which would dilute our NAV, or at more than what we pay for them, which would be accretive to our NAV.

Pursuant to our valuation procedures, the acquisition price of a newly acquired property will serve as the basis for the initial monthly appraisal performed by the Independent Valuation Advisor. The price we pay to acquire a property will provide a meaningful data point to the Independent Valuation Advisor in its determination of the initial fair market value of the property; however, the Independent Valuation Advisor may conclude that the price we paid to acquire a property is higher or lower than the current estimate of fair market value of the property, which shall be used for purposes of determining our NAV. This is true whether the acquisition is funded with cash, equity or a combination thereof. Properties that we acquire will not join the cycle for annual appraisals performed by third-party appraisal firms until the following calendar year. When we obtain the first appraisal performed by a third-party appraisal firm on a property, it may not appraise at a value equal to the purchase price or the property value previously determined by the Independent Valuation Advisor, which could negatively affect our NAV. Large portfolio acquisitions, in particular, may require a “portfolio premium” to be paid by us in order to be a competitive bidder, and this “portfolio premium” may not be taken into consideration in calculating our NAV. We may make acquisitions (with cash or equity) of any size without stockholder approval, and such acquisitions may be dilutive or accretive to our NAV. In addition, acquisition expenses we incur in connection with new acquisitions will negatively impact our NAV.

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The NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable.

From time to time, we may experience events with respect to our investments that may have a material impact on our NAV. For example, and not by way of limitation, changes in governmental rules, regulations and fiscal policies, environmental legislation, natural disasters, pandemics, terrorism, war, social unrest, civil disturbances and major disturbances in financial markets may cause the value of a property to change materially. Similarly, negotiations, disputes and litigation that involve us and other parties may ultimately have a positive or negative impact on our NAV. The NAV per share of each class of our common stock as published for any given month may not reflect such extraordinary events to the extent that their financial impact is not immediately quantifiable. As a result, the NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable, and the NAV per share of each class published after the announcement of a material event may differ significantly from our actual NAV per share for such class until such time as the financial impact is quantified and our NAV is appropriately adjusted in accordance with our valuation procedures. The resulting potential disparity in our NAV may inure to the benefit of redeeming stockholders or non-redeeming stockholders and new purchasers of our common stock, depending on whether our published NAV per share for such class is overstated or understated.

The realizable value of specific properties may change before the value is adjusted by the Independent Valuation Advisor and reflected in the calculation of our NAV.

Our valuation procedures generally provide that the Independent Valuation Advisor will adjust a real property’s valuation, as necessary, based on known events that have a material impact on the most recent value (adjustments for non-material events may also be made). We are dependent on the Advisor to be reasonably aware of material events specific to our properties (such as lease expirations, customer disputes, damage, litigation and environmental issues, as well as positive events such as new lease agreements) that may cause the value of a property to change materially and to promptly notify the Independent Valuation Advisor so that the information may be reflected in our real property portfolio valuation. Events may transpire that, for a period of time, are unknown to us or the Independent Valuation Advisor that may affect the value of a property, and until such information becomes known and is processed, the value of such asset may differ from the value used to determine our NAV. In addition, although we may have information that suggests a change in value of a property may have occurred, there may be a delay in the resulting change in value being reflected in our NAV until such information is appropriately reviewed, verified and processed. For example, we may receive an unsolicited offer from an unrelated third party to purchase one of our assets at a price that is materially different than the price included in our NAV. Or, we may be aware of a new lease, lease expiry, or a potential contract for capital expenditure. Where possible, adjustments generally are made based on events evidenced by proper final documentation. It is possible that an adjustment to the valuation of a property may occur prior to final documentation if the Independent Valuation Advisor determines that events warrant adjustments to certain assumptions that materially affect value. However, to the extent that an event has not yet become final based on proper documentation, its impact on the value of the applicable property may not be reflected (or may be only partially reflected) in the calculation of our NAV.

Our NAV and the NAV of our stockholders’ shares may be diluted in connection with current and future securities offerings.

In connection with our securities offerings, we incur fees and expenses, which decrease the amount of cash we have available for operations and new investments. In addition, because the prices of shares sold in our securities offerings are based on our NAV, the offering may be dilutive if our NAV procedures do not fully capture the value of our shares and/or we do not utilize the proceeds accretively.

In the future we may conduct other offerings of common stock (whether existing or new classes), preferred stock, debt securities or of interests in the Operating Partnership. We may also amend the terms of our existing securities offerings. We may structure or amend such offerings to attract institutional investors or other sources of capital. The costs of our current and future securities offerings may negatively impact our ability to pay distributions and our stockholders’ overall return.

Because we generally do not mark to market our property-level mortgages, corporate-level credit facilities and other secured and unsecured debt that are intended to be held to maturity, or our associated interest rate hedges that are intended to be held to maturity, the realizable value of the Company or our assets that are encumbered by debt may be higher or lower than the value used in the calculation of our NAV.

In accordance with our valuation procedures, our property-level mortgages, corporate-level credit facilities and other secured and unsecured debt that are intended to be held to maturity (which for fixed rate debt not subject to interest rate hedges may be the date near maturity at which time the debt will be eligible for prepayment at par for purposes herein),

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including those subject to interest rates hedges, are valued at par (i.e.. at their respective outstanding balances). Because we often utilize interest rate hedges to stabilize interest payments (i.e.. to fix all-in interest rates through interest rate swaps or to limit interest rate exposure through interest rate caps) on individual loans, each loan and associated interest rate hedge is treated as one financial instrument, which is valued at par if intended to be held to maturity. This policy of valuing at par applies regardless of whether any given interest rate hedge is considered an asset or liability for GAAP purposes. Notwithstanding, if we acquire an investment and assume associated in-place debt from the seller that is above or below market, then consistent with how we recognize assumed debt for GAAP purposes when acquiring an asset with pre-existing debt in place, the liabilities used in the determination of our NAV will include the market value of such debt; the associated premium or discount on such debt will then be amortized through loan maturity. As a result of this policy, the realizable value of the Company or our assets that are encumbered by debt used in the calculation of our NAV may be higher or lower than the value that would be derived if such debt instruments were marked to market. For example, if we decide to sell one or more assets, we may re-classify those assets as held-for-sale, which could then have a positive or negative impact on our calculation of NAV to the extent any associated debt is definitively intended to be prepaid. In some cases, such difference may be significant. We currently estimate the fair value of our debt (inclusive of associated interest rate hedges) that was intended to be held to maturity as of December 31, 2025 was $6.7 million lower than the carrying value used for calculation of our NAV for such debt in aggregate; meaning that if we used the fair value of our debt rather than the carrying value used for calculation of our NAV (and treated the associated hedge as part of the same financial instrument), our NAV would have been higher by approximately $6.7 million, or $0.01 per share, not taking into account all of the other items that impact our monthly NAV, as of December 31, 2025. As of December 31, 2025, we classified all of our debt as intended to be held to maturity.

Stockholders do not have the benefit of an independent due diligence review in connection with our securities offerings which increases the risk of their investment.

Because the Advisor and the Dealer Manager are affiliates of, or otherwise related to, the Sponsor, investors do not have the benefit of an independent due diligence review and investigation of the type normally performed by an unrelated, independent underwriter in connection with a securities offering. The lack of an independent due diligence review and investigation increases the risk of our stockholders’ investment.

We currently do not have research analysts reviewing our performance.

We do not have research analysts reviewing our performance or our securities on an ongoing basis. Therefore, we do not have an independent review of our performance and value of our common stock relative to publicly traded companies.

Our investors may be at a greater risk of loss than the Advisor and members of our management team.

We have taken certain actions to increase the stock ownership in our Company by our management team, the Advisor and our directors, including the implementation of certain stock-based awards. The current level of ownership by management may be less than the management teams of other public real estate companies and, as a result, our investors may be at a greater risk of loss than the Advisor and other members of our management, especially as compared to these other companies in which stock ownership by management and directors may be significantly greater.

The availability and timing of cash distributions to stockholders is uncertain.

Our board of directors intends to authorize a monthly distribution of a certain dollar amount per share of our common stock using monthly record dates. However, the payment of class-specific fees results in different amounts of distributions being paid with respect to each class of shares. In addition, the expenses incurred in our operations reduce the amount of cash available for distribution to our stockholders. Distributions may also be negatively impacted by the failure to deploy our net proceeds on an expeditious basis, the inability to find suitable investments that are not dilutive to our distributions, the poor performance of our investments (including vacancy or decline in rental rates), an increase in expenses for any reason (including expending funds for redemptions) and due to numerous other factors. Any request by the holders of OP Units to redeem some or all of their OP Units for cash may also impact the amount of cash available for distribution to our stockholders. In addition, our board of directors, in its discretion, may retain any portion of such funds for working capital. We cannot assure our stockholders that sufficient cash will be available to make distributions to them or that the amount of distributions will not either decrease or fail to increase over time. From time to time, we may adjust our distribution level and we may make such an adjustment at any time.

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We have paid and may continue to pay distributions from sources other than our cash flow from operations, including, without limitation, the sale of assets, borrowings or offering proceeds, and we have no limits on the amounts we may pay from such sources.

Our total distributions declared for the years ended December 31, 2025, 2024, and 2023 were $139.4 million, $122.0 million, and $103.7 million, respectively, which includes $31.8 million, $31.9 million, and $32.7 million, respectively, of distributions reinvested in our shares pursuant to our distribution reinvestment plan. Our cash flow from operations the years ended December 31, 2025, 2024, and 2023 was $253.6 million, $(169.5) million, and $16.0 million, respectively. Accordingly, total distributions were not fully funded by cash flows from operations. In such cases, the shortfalls were funded from proceeds from our distribution reinvestment plan, borrowings or sale of DST Interests. In addition, for years in which total distributions were fully funded from our operations, in some cases our distributions were not fully funded from our operations for individual quarters. In such cases, the shortfalls were funded from proceeds from our distribution reinvestment plan, borrowings or sale of DST Interests. In the future, we may continue to fund our monthly regular distributions from sources other than cash flow from operations. Our long-term strategy is to strive to fund the payment of regular distributions to our stockholders entirely from our operations, but there may be quarters or even years when that is not the case. It will be up to our board of directors to determine the distribution level taking many factors into consideration beyond just cash flow from operations. If we are unsuccessful in investing the capital we raise from our securities offerings or decide to invest our capital in lower yielding assets, we may be required to fund our distributions to our stockholders from a combination of our operating, investing and financing activities, which include net proceeds of our securities offerings, dispositions and borrowings (including borrowings secured by our assets), or to reduce the level of our distributions. Using certain of these sources may result in a liability to us, which would require a future repayment. The use of these sources for distributions and the ultimate repayment of any liabilities incurred could adversely impact our ability to pay distributions in future periods, decrease the amount of cash we have available for new investments, repayment of debt, share redemptions and other corporate purposes, and potentially reduce our stockholders’ overall return and adversely impact and dilute the value of their investment in shares of our common stock. We may pay distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings or offering proceeds. Our ability to pay distributions solely from cash flows from operations has been impacted by certain factors, including the current yield environment. All distributions result in a decrease to our NAV while cash flow generated from our operations results in an increase to NAV. While we strive to fund our distributions solely from our cash flow from operations, in the long run, we also focus on total stockholder return as a metric for evaluating our distribution level in the event that it is not being fully covered by cash flow from operations. Any cash flow from operations in excess of our distributions results in a net increase to NAV (without giving effect to other factors). Conversely, if and when our distributions exceed our cash flow from operations, the net effect would be and has been a decrease to NAV (ignoring other factors). We have not established a limit on the amount of our distributions that may be paid from any of these sources.

If we raise substantial offering proceeds in a short period of time, we may not be able to invest all of the net offering proceeds promptly, which may cause our distributions and the long-term returns to our investors to be lower than they otherwise would.

We could suffer from delays in locating suitable investments. The more money we raise in our securities offerings, the more difficult it will be to invest the net offering proceeds promptly. Therefore, the large size of our securities offerings increases the risk of delays in investing our net offering proceeds. Our reliance on the Advisor to locate suitable investments for us at times when the management of the Advisor is simultaneously seeking to locate suitable investments for other entities sponsored or advised by affiliates of the Sponsor could also delay the investment of the proceeds of our securities offerings. Delays we encounter in the selection, acquisition and development of income-producing properties would likely negatively affect our NAV, limit our ability to pay distributions to our stockholders and reduce their overall returns.

The performance component of the advisory fee is calculated on the basis of the overall investment return provided to holders of Fund Interests over a calendar year, so it may not be consistent with the return on our stockholders’ shares.

The performance component of the advisory fee is calculated on the basis of the overall investment return provided to holders of Fund Interests (i.e., our outstanding shares and OP Units held by third parties) in any calendar year such that the Special OP Unitholder, which is a wholly-owned subsidiary of our Advisor will receive the lesser of (1) 12.5% of (a) the annual total return amount less (b) any loss carryforward, and (2) the amount equal to (x) the annual total return amount, less (y) any loss carryforward, less (z) the amount needed to achieve an annual total return amount equal to 5% of the NAV per Fund Interest at the beginning of such year (the “Hurdle Amount”). The foregoing calculations are calculated on a per Fund Interest basis and multiplied by the weighted-average Fund Interests outstanding during the year. The “annual total return amount” referred to above means all distributions paid or accrued per Fund Interest plus any change in NAV per

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Fund Interest since the end of the prior calendar year, adjusted to exclude the negative impact on annual total return resulting from our payment or obligation to pay, or distribute, as applicable, the performance component of the advisory fee as well as ongoing distribution fees (i.e., our ongoing class-specific fees). The “loss carryforward” referred to above will track any negative annual total return amounts from prior years and offset the positive annual total return amount for purposes of the calculation of the performance component of the advisory fee. Therefore, payment of the performance component of the advisory fee (1) is contingent upon the annual total return to the holders of Fund Interests exceeding the 5% return, (2) will vary in amount based on our actual performance and (3) cannot, in and of itself, cause the overall return to the holders of Fund Interests for the year to be reduced below 5%. In addition, if the Special OP Unitholder receives a performance component of the advisory fee, it will not be obligated to return any portion of such advisory fees based on our subsequent performance. The loss carryforward is zero as of December 31, 2025.

Additionally, the Advisor will provide us with a waiver of a portion of its fees generally equal to the amount of the performance component that would have been payable with respect to the Class E shares and the Series 1 Class E OP Units held by third parties until the NAV of such shares or units exceeds $10.00 per share or unit, the benefit of which will be shared among all holders of Fund Interests.

As a result, the performance component is not directly tied to the performance of the shares that stockholders purchase, the class of shares purchased, or the time period during which our stockholders own their shares. The performance component may be payable to the Special OP Unitholder even if the NAV of the stockholders’ shares at the end of the calendar year is below their purchase price, and the thresholds at which increases in NAV count towards the overall return to the holders of Fund Interests are not based on our stockholders’ purchase price. Because of the class-specific allocations of the ongoing distribution fee, which differ among classes, we do not expect the overall return of each class of Fund Interests to ever be the same. However, if and when the performance component of the advisory fee is payable, the expense will be allocated among all holders of Fund Interests ratably according to the NAV of their units or shares, regardless of the different returns achieved by different classes of Fund Interests during the year. Further, stockholders who redeem their shares during a given year may redeem their shares at a lower NAV per share as a result of an accrual for the estimated performance component of the advisory fee, even if no performance component is ultimately payable to the Special OP Unitholder at the end of such calendar year.

Payment of fees and expenses to the Advisor and the Dealer Manager reduces the cash available for distribution and increases the risk that our stockholders will not be able to recover the amount of their investment in our shares.

The Advisor and the Dealer Manager perform services for us, including, among other things, the selection and acquisition of our investments, the management of our assets, the disposition of our assets, the financing of our assets and certain administrative services. We pay the Advisor and the Dealer Manager fees and expense reimbursements for these services, which will reduce the amount of cash available for further investments or distribution to our stockholders.

We are required to pay substantial compensation to the Advisor and its affiliates, which may be increased or decreased during our securities offerings or future offerings by a majority of our board of directors, including a majority of the independent directors.

Pursuant to our agreements with the Advisor and its affiliates, we are obligated to pay substantial compensation to the Advisor and its affiliates. Subject to limitations in our charter, the fees, compensation, income, expense reimbursements, interest and other payments that we are required to pay to the Advisor and its affiliates may increase or decrease during our securities offerings or future offerings if such change is approved by a majority of our board of directors, including a majority of the independent directors. These types of payments to the Advisor and its affiliates will decrease the amount of cash we have available for operations and new investments and could negatively impact our NAV, our ability to pay distributions and our stockholders’ overall return.

We are dependent upon the Advisor and its affiliates to conduct our operations and our securities offerings; thus, adverse changes in their financial health or our relationship with them could cause our operations to suffer.

We are dependent upon the Advisor and its affiliates to conduct our operations and our securities offerings. Thus, adverse changes to our relationship with, or the financial health of, the Advisor and its affiliates, including changes arising from litigation, could hinder their ability to successfully manage our operations and our portfolio of investments.

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If we were to internalize our management or if another investment program, whether sponsored or advised by affiliates of the Sponsor or otherwise, conducts its own internalization transaction, we could incur significant costs and/or our business could be harmed.

At some point in the future, we may consider internalizing the functions performed for us by the Advisor, although we do not currently intend to do so. Any internalization transaction could result in significant payments to the owners of the Advisor, including in the form of our stock which could reduce the percentage ownership of our then existing stockholders and concentrate ownership in the owner of the Advisor. In addition, we rely on persons employed by the Advisor or its affiliates to manage our day-to-day operating and acquisition activities. If we were to effectuate an internalization of the Advisor, we may not be able to retain all of the employees of the Advisor or its affiliates or to maintain relationships with other entities sponsored or advised by affiliates of the Sponsor. In addition, some of the employees of the Advisor or its affiliates may provide services to one or more other investment programs. These programs or third parties may decide to retain some or all of the key employees in the future. If this occurs, these programs could hire certain of the persons currently employed by the Advisor or its affiliates who are most familiar with our business and operations, thereby potentially adversely impacting our business.

We have broad authority to incur debt, and high debt levels could hinder our ability to make distributions and could decrease the value of our stockholders’ investment in shares of our common stock.

Under our charter, we have a limitation on borrowing which precludes us from borrowing in excess of 300% of the value of our net assets, provided that we may exceed this limit if a higher level of borrowing is approved by a majority of our independent directors. High debt levels would cause us to incur higher interest charges, would result in higher debt service payments, could be accompanied by restrictive covenants and would generally make us more subject to the risks associated with leverage. These factors could limit the amount of cash we have available to distribute and could result in a decline in our NAV and in the value of our stockholders’ investment in shares of our common stock.

We are dependent on our customers for revenue, and our inability to lease our properties or to collect rent from our customers would adversely affect our results of operations, NAV and returns to our stockholders.

Our revenues from our property investments are dependent on our ability to lease our properties and the creditworthiness of our customers and would be adversely affected by the loss of or default by one or more significant lessees. Furthermore, certain of our assets may utilize leases with payments directly related to customer sales, where some or all of the amount of rent that we charge a customer is calculated as a percentage of such customer’s revenues over a fixed period of time, and a reduction in sales can reduce the amount of the lease payments required to be made to us by customers leasing space in such assets. Much of our customer base is comprised of non-rated and non-investment grade customers. The success of our properties depends on the financial stability of such customers. The financial results of our customers can depend on several factors, including but not limited to the general business environment, interest rates, inflation, the availability of credit, taxation and overall consumer confidence.

If indicators of impairment exist in any of our properties, for example, we experience negative operating trends such as prolonged vacancies or operating losses, we may not recover some or all of our investment.

Lease payment defaults by customers could impact operating results, causing us to lower our NAV, reduce the amount of distributions to our stockholders, or could force us to find an alternative source of funding to pay any mortgage loan interest or principal, taxes, or other obligations relating to the property. In the event of a customer default, we may also experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-leasing our property. If a lease is terminated, the value of the property may be immediately and negatively affected and we may be unable to lease the property for the rent previously received or at all or sell the property without incurring a loss.

Some of our properties may be leased to a single or significant customer and, accordingly, may be suited to the particular or unique needs of such customer. We may have difficulty replacing such a customer if the floor plan of the vacant space limits the types of businesses that can use the space without major renovation. In addition, the resale value of the property could be diminished because the market value of a particular property will depend principally upon the value of the leases of such property.

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As of December 31, 2025, our top five customers represented 13.8% of our total annualized base rent of our portfolio, our top ten customers represented 18.2% of our total annualized base rent of our portfolio and there were no customers that individually represented more than 10.0% of our total annualized base rent of our portfolio. Our results of operations are currently substantially dependent on our top customers, and any downturn in their business could have a material adverse effect on operations. In addition, certain of our properties are occupied by a single customer, and as a result, the success of those properties depends on the financial stability of that customer. Adverse impacts to such customers, businesses or operators, including as a result of changes in market or economic conditions, natural disasters, outbreaks of an infectious disease, pandemic or any other serious public health concern, political events or other factors that may impact the operation of these properties, may have negative effects on our business and financial results. As a result, some of our customers have been, and may in the future be, required to suspend operations at our properties for what could be an extended period of time. Further, if such customers default under their leases, we may not be able to promptly enter into a new lease or operating arrangement for such properties, rental rates or other terms under any new leases or operating arrangement may be less favorable than the terms of the current lease or operating arrangement or we may be required to make capital improvements to such properties for a new customer, any of which could adversely impact our operating results.

We are active portfolio managers and will incur transaction and transition costs each time that we acquire or dispose of an asset.

We believe that the real estate market is cyclical, with different demand for property types at different times. Although we do not invest for the short term, we are active portfolio managers and we will seek to take advantage of opportunities to acquire or dispose of assets presented to us by the real estate markets. Each time that we acquire or dispose of an asset, we incur associated transaction costs which may include, but are not limited to, broker fees, attorney fees, regulatory filings and taxes. In addition, each time that we sell an income-generating asset, our operating results will be negatively impacted unless and until we are able to reinvest the proceeds in an investment with an equal or greater yield, which we may be unable to do. Accordingly, in order for us to provide positive returns to our stockholders from active portfolio management, the benefits of active management must outweigh the associated transaction and transition costs. We may be unable to achieve this. These factors could adversely affect our results of operations, financial condition, NAV and ability to pay distributions to our stockholders.

In order to maintain what we deem to be sufficient liquidity for our redemption program we may keep more of our assets in securities, cash, cash equivalents and other short-term investments than we would otherwise like, which would affect returns.

In order to provide liquidity for share redemptions, we intend to, subject to any limitations and requirements relating to our intention to qualify as a REIT, maintain a number of sources of liquidity including (i) cash equivalents (e.g., money market funds), other short-term investments, U.S. government securities, agency securities and liquid real estate-related securities and (ii) one or more borrowing facilities. We may fund redemptions from any available source of funds, including operating cash flows, borrowings, proceeds from our securities offerings and/or sales of our assets. This could adversely affect our results of operations, financial condition, NAV and ability to pay distributions to our stockholders.

Our board of directors adopted a delegation of authority policy and, pursuant to such policy, has delegated the authority for certain actions to the AREIT Advisors Committee, which is not a committee of our board of directors, but rather is the Advisor’s investment and management committee for the Company and consists of certain of our officers and officers of the Advisor. Our board of directors has delegated to the AREIT Advisors Committee certain responsibilities with respect to certain acquisition, disposition, leasing, capital expenditure and borrowing decisions, which may result in our making riskier investments and which could adversely affect our results of operations, financial condition, NAV and cash flows.

Our board of directors has delegated to the AREIT Advisors Committee the authority to execute certain transactions and make certain decisions on our behalf. The AREIT Advisors Committee has the authority to approve certain transactions, including acquisitions, dispositions and leases, as well as to make decisions with respect to capital expenditures and borrowings, in each case so long as such investments and decisions meet certain board-approved parameters (that include limitations regarding the dollar amount of the transactions, among others) and are consistent with the requirements of our charter. There can be no assurance that the AREIT Advisors Committee will be successful in applying any strategy or discretionary approach to our investment activities pursuant to this delegation of authority. Our board of directors will review the investment decisions made pursuant to this delegation of authority periodically. The prior approval of our board of directors or a committee of our independent directors will be required as set forth in our charter (including for transactions with affiliates of the Advisor) or for transactions or decisions that are outside of the board-approved parameters placed on this delegation of authority. Transactions entered into and decisions made by the AREIT Advisors

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Committee on our behalf may be costly, difficult or impossible to unwind if our board of directors later reviews them and determines that they should not have been entered into or made.

RISKS RELATED TO CONFLICTS OF INTEREST

The Advisor faces a conflict of interest because the fees it receives for services performed are based on our NAV, the procedures for which the Advisor will assist our board of directors in developing, overseeing, implementing and coordinating.

The Advisor assists our board of directors in developing, overseeing, implementing and coordinating our NAV procedures. It assists our Independent Valuation Advisor in valuing our real property portfolio by providing the firm with property-level information, including (i) historical and projected operating revenues and expenses of the property; (ii) lease agreements on the property; and (iii) revenues and expenses of the property. Our Independent Valuation Advisor assumes and relies upon the accuracy and completeness of all such information, and does not undertake any duty or responsibility to verify independently any of such information and relies upon us and the Advisor to advise if any material information previously provided becomes inaccurate or was required to be updated during the period of its review. In addition, the Advisor may be the approved pricing source for certain assets and liabilities, and its discretion with respect to the valuations of such assets and liabilities could affect our NAV. Because the Advisor is paid fees for its services based on our NAV, the Advisor could be motivated to influence our NAV and NAV procedures such that our NAV exceeds realizable value, due to the impact of higher valuations on the compensation to be received by the Advisor. If our NAV is calculated in a way that is not reflective of our actual NAV, then the purchase price of shares of our common stock on a given date may not accurately reflect the value of our portfolio, and our stockholders’ shares may be worth less than the purchase price.

The Advisor’s fee may not create proper incentives or may induce the Advisor and its affiliates to make certain investments, including speculative investments, that increase the risk of our real property portfolio.

The advisory fee we pay the Advisor and its affiliates is made up of a fixed component and a performance component. We will pay the Advisor the fixed component regardless of the performance of our portfolio. The Advisor’s entitlement to the fixed component, which is not based upon performance metrics or goals, might reduce the Advisor’s incentive to devote its time and effort to seeking investments that provide attractive risk-adjusted returns for our portfolio. We will be required to pay the Advisor the fixed component in a particular period despite experiencing a net loss or a decline in the value of our portfolio during that period. The performance component, which is based on our total distributions plus the change in NAV per share, may create an incentive for the Advisor to make riskier or more speculative investments on our behalf than it would otherwise make in the absence of such performance-based compensation.

The Advisor’s management personnel face conflicts of interest relating to time management and there can be no assurance that the Advisor’s management personnel will devote adequate time to our business activities or that the Advisor will be able to hire adequate additional employees.

All of the Advisor’s management personnel, other employees, affiliates and related parties may also provide services to other entities sponsored or advised by affiliates of the Sponsor. We are not able to estimate the amount of time that such management personnel will devote to our business. As a result, certain of the Advisor’s management personnel may have conflicts of interest in allocating their time between our business and their other activities which may include advising and managing various other real estate programs and ventures, which may be numerous and may change as programs are closed or new programs are formed. During times of significant activity in other programs and ventures, the time they devote to our business may decline and be less than we would require. There can be no assurance that the Advisor’s affiliates will devote adequate time to our business activities or that the Advisor will be able to hire adequate additional employees to perform the tasks currently being performed by the Advisor’s affiliates should the amount of time devoted to our business activities by such affiliates prove to be insufficient. Should the Advisor fail to allocate sufficient resources to perform its responsibilities to us for any reason we may be unable to achieve our investment objectives or pay distributions to our stockholders.

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The Advisor and its affiliates, including our officers and three of our directors, face conflicts of interest caused by compensation arrangements with us and other entities sponsored or advised by affiliates of the Sponsor, which could result in actions that are not in our stockholders’ best interests.

Some of our executive officers, three of our directors and other key personnel are also officers, directors, managers, and/or key personnel of the Advisor, the Dealer Manager and/or other entities related to the Sponsor. The Advisor and its affiliates receive substantial fees from us in return for their services and these fees could influence their advice to us. Among other matters, the compensation arrangements could affect their judgment with respect to:

•the continuation, renewal or enforcement of our agreements with the Advisor and its affiliates, including the Advisory Agreement, the agreement with the Dealer Manager and any property management agreements;

•recommendations to our board of directors with respect to developing, overseeing, implementing and coordinating our NAV procedures, or the decision to adjust the value of certain of our assets or liabilities if the Advisor is responsible for valuing them;

•securities offerings of equity by us, which may result in increased fees for the Advisor and other related parties;

•competition for customers from entities sponsored or advised by affiliates of the Sponsor that own properties in the same geographic area as us; and

•investments through joint ventures or other co-ownership arrangements, which may result in increased fees for the Advisor.

We will be responsible for certain fees and expenses, including due diligence costs, as determined by the Advisor, including legal, accounting and financial advisor fees and related costs, incurred in connection with evaluating and consummating investment opportunities, regardless of whether such transactions are ultimately consummated by the parties thereto.

In addition, we reimburse the Advisor and its affiliates for the salaries and other compensation of its personnel in accordance with the Advisory Agreement based on the percentage of such personnel’s time spent on our affairs. Pursuant to the terms of the Advisory Agreement, we reimburse the Advisor and its affiliates for personnel (and related employment) costs and overhead (including, but not limited to, allocated rent paid, equipment, utilities, insurance, travel and entertainment, and other costs) incurred by the Advisor or its affiliates in performing the services under the Advisory Agreement, including, but not limited to, total compensation, benefits and other overhead of all employees involved in the performance of such services; provided, that we will not reimburse the Advisor or its affiliates for services for which the Advisor or its affiliates are entitled to compensation in the form of a separate fee, or for compensation of the Company’s named executive officers, unless the named executive officer provides services related to stockholder services.

Certain of our service providers may also provide services to or have business, personal, political, financial or other relationships with the Sponsor or other Sponsor affiliated entities and related parties. These relationships have the potential to include us and the Advisor in deciding whether to select or recommend such a service provider to perform services for us, whether to cause us to invest in investment opportunities sourced by such a service provider or whether to select such a service provider as a co-investor or counterparty in a transaction. Considerations relating to compensation to the Advisor and its affiliates from us and other entities sponsored or advised by affiliates of the Sponsor could result in decisions that are not in our stockholders’ best interests, which could hurt our ability to pay our stockholders distributions or result in a decline in the value of our stockholders’ investment. Conflicts of interest such as those described above have contributed to stockholder litigation against certain other externally managed REITs that are not affiliated with our Advisor or the Sponsor.

When considering whether to recommend investments through a joint venture or other co-ownership arrangement, the fee arrangements between the Advisor and the proposed joint venture partner may incentivize the Advisor to recommend investing a greater proportion of our resources in joint venture investments than may be in our stockholders’ best interests.

When we invest in assets through joint ventures or other co-ownership arrangements, the Advisor may, directly or indirectly (including, without limitation, through us or our subsidiaries), receive fees from our joint venture partners and co-owners of our properties for the services the Advisor provides to them with respect to their proportionate interests. Fees received from joint venture entities or partners and paid, directly or indirectly (including without limitation, through us or our subsidiaries), to the Advisor may be more or less than similar fees that we pay to the Advisor pursuant to the Advisory

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Agreement. Because the Advisor may receive fees from our joint venture partners and co-owners in connection with our joint venture or other co-ownership arrangements, the Advisor may be incentivized to recommend a higher level of investment through joint ventures than may otherwise be in the best interests of our stockholders.

The time and resources that entities sponsored or advised by affiliates of the Sponsor devote to us may be diverted and we may face additional competition due to the fact that these entities are not prohibited from raising money for another entity that makes the same types of investments that we target.

Entities sponsored or advised by affiliates of the Sponsor are not prohibited from raising money for another investment entity that makes the same types of investments as those we target. As a result, the time and resources they could devote to us may be diverted. For example, the Dealer Manager is currently involved in other offerings for other entities sponsored or advised by affiliates of the Sponsor. In addition, we may compete with any such investment entity for the same investors and investment opportunities. We may also co-invest with any such investment entity. Even though all such co-investments will be subject to approval by our independent directors, they could be on terms not as favorable to us as those we could achieve co-investing with an unrelated third party.

We may enter into joint ventures, co-investment or other arrangements with affiliates of the Sponsor or entities sponsored or advised by affiliates of the Sponsor to acquire, develop and/or manage property, debt and other investments; such investments may raise potential conflicts of interest between us and such other investment vehicles managed by the Advisor or its affiliates.

While our joint venture partners and co-owners have generally been third parties, we have and may in the future enter into joint ventures, co-investment or other arrangements with affiliates of the Sponsor or entities sponsored or advised by affiliates of the Sponsor to acquire, develop and/or manage property, debt and other investments. Such investments may raise potential conflicts of interest between us and such other investment vehicles managed by the Sponsor, or the Advisor or its affiliates, including determining which of such entities should enter into any particular joint venture, co-investment or other arrangement agreement. Joint venture, co-investment or other arrangement partners affiliated with the Advisor or sponsored or advised by the Sponsor or its affiliates may have economic or business interests or goals which are or may become inconsistent with our business interests or goals. In addition, should any such joint venture, co-investment or other arrangement be consummated, the Advisor and its affiliates may face a conflict in structuring the terms of the relationship between the interests and the interests of other parties, in managing the joint venture, co-investment or other arrangement, and in resolving any conflicts or exercising any rights in connection with the joint venture, co-investment or other arrangement. Since the Advisor will make various decisions on our behalf, agreements and transactions between us and the Advisor’s affiliates or entities sponsored or advised by the Sponsor or its affiliates will not have the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties. Furthermore, when such other investment vehicles managed by the Advisor or its affiliates have interests or requirements that do not align with our interests, including differing liquidity needs or desired investment horizons, conflicts may arise in the manner in which any voting or control rights are exercised with respect to the relevant investment, potentially resulting in an adverse impact on us. If we participate in a co-investment with an investment vehicle managed by the Advisor or its affiliates and such vehicle fails to fund its capital obligations with respect to the investment, we may be required to, or we may elect to, cover such capital obligations and invest additional funds. In addition, if we and such other investment vehicle managed by the Advisor or its affiliates invest in different classes or types of debt or equity investments relating to the same underlying property or properties, actions may be taken by such other investment vehicles that are adverse to our interests, including, but not limited to, during a work-out, restructuring, foreclosure or insolvency proceeding or similar matter occurring with respect to such investment. Ares has adopted a co-investment policy designed to ensure the fair allocation of co-investment opportunities, including compliance with applicable regulatory requirements as well as contractual obligations under the applicable governing documents of other entities sponsored or advised by affiliates of Ares. In exercising their discretion to allocate co-investment opportunities with respect to a particular investment to and among potential co-investors and the terms thereof, Ares, the Advisor and their respective affiliates, in a manner consistent with the co-investment policy, are permitted to consider some or all of a wide range of factors, including, but not limited to, strategic advantages that may result from a potential co-investor’s participation in a co-investment opportunity, whether a potential co-investor has the requisite resources to evaluate and make the investment, and the tax and legal characteristics of a potential investment or a potential co-investor.

We have recently increased the amount of co-investments in our portfolio, and if we continue to do so, a material portion of our portfolio could consist of co-investments. Increased participation in co-investments with investment vehicles managed by the Advisor or its affiliates may exacerbate the conflicts of interest and other risks described above. In addition, a higher concentration of co-investments may expose us to additional risks, including reduced control over investment decisions, management and exit strategies; liquidity constraints, as our ability to sell or transfer interests in co-investments may be

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limited or may require consent of our co-investors; and increased operating complexity from the need to coordinate with multiple co-investors.

In addition to the limitations described above, we may enter into joint ventures with affiliates of the Sponsor or entities sponsored or advised by affiliates of the Sponsor for the acquisition of investments, only if (i) a majority of the directors not otherwise interested in the transaction, including a majority of the independent directors, approve the transaction as being fair and reasonable to us and (ii) the investment by us and such affiliate are on terms and conditions that are no less favorable than those that would be available to unaffiliated parties.

With respect to any joint venture, we may enter into an advisory or sub-advisory agreement with an affiliate of the Advisor. We may also enter into arrangements with the Advisor in which the Advisor receives fees (directly or indirectly, including through a subsidiary of ours) from the joint venture entity or from the joint venture partner. Fees received from joint venture entities or partners and paid, directly or indirectly (including without limitation, through us or the subsidiaries), to the Advisor may be more or less than similar fees that we pay to the Advisor pursuant to the Advisory Agreement. In addition, the Advisor may, with respect to any investment in which we are a participant, also render advice and service to others in that investment, and earn fees for rendering such advice and service. Specifically, it is contemplated that we may enter into joint venture or other similar co-investment arrangements with certain individuals, corporations, partnerships, trusts, joint ventures, limited liability companies or other entities, with respect to which the Advisor or one of its affiliates may be engaged to provide advice and service to such individuals, corporations, partnerships, trusts, joint ventures, limited liability companies or other entities. The Advisor or its affiliate will earn fees for rendering such advice and service pursuant to the agreements governing such joint ventures or arrangements.

We may also enter into product specialist arrangements with third parties or affiliates or the Advisor with respect to certain asset types. Such services may include, without limitation, property identification, acquisition, management, development, oversight, construction management and disposition services. Such product specialists may provide similar services with respect to similar asset types to affiliates of the Sponsor or other entities sponsored or advised by affiliates of the Sponsor. The fees and expense reimbursements we may pay to such product specialists will be in addition to fees and expenses reimbursements we pay to our Advisor and will not reduce the advisory fees we pay to the Advisor. Any such arrangements with respect to product specialists affiliated with the Advisor will be approved by our board of directors, including a majority of our independent directors, and will be at market rates or reimbursement of costs incurred by the affiliate in providing the services.

The fees we pay to entities sponsored or advised by affiliates of the Sponsor in connection with our offerings of securities and in connection with the management of our investments were not determined on an arm’s-length basis, and therefore, we do not have the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties.

The Advisor, the Dealer Manager and other of the Advisor’s affiliates have earned and will continue to earn fees, commissions and expense reimbursements from us. The fees, commissions and expense reimbursements paid and to be paid to the Advisor, the Dealer Manager and other of the Advisor’s affiliates for services they provided us in connection with past offerings and in connection with our current securities offering were not determined on an arm’s-length basis. As a result, the fees have been determined without the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties.

We compete with entities sponsored or advised by affiliates of the Sponsor, for whom affiliates of the Sponsor provide certain advisory or management services, for opportunities to acquire, lease, finance, or sell investments, and for customers, which may have an adverse impact on our operations.

We compete with entities sponsored or advised by affiliates of the Sponsor and may compete with any such entity created in the future, as well as entities for whom affiliates of the Sponsor provide certain advisory or management services, for opportunities to acquire, lease, finance or sell certain types of properties. We may also buy, lease, finance or sell properties at the same time as these entities are buying, leasing, financing or selling properties. In this regard, there is a risk that we will purchase or lend on a property that provides lower returns to us than a property purchased or lent on by entities sponsored or advised by affiliates of the Sponsor and entities for whom affiliates of the Sponsor provide certain advisory or management services.

Certain entities sponsored or advised by affiliates of the Sponsor own and/or manage properties in geographical areas in which we expect to own properties. Therefore, our properties may compete for customers with other properties owned and/or managed by these entities. The Advisor may face conflicts of interest when evaluating customer leasing opportunities for our properties and other properties owned and/or managed by these entities and these conflicts of interest may have a

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negative impact on our ability to attract and retain customers. The Sponsor and the Advisor have implemented lease allocation guidelines to assist with the process of the allocation of leases when we and certain other entities to which affiliates of the Advisor are providing certain advisory services have potentially competing properties with respect to a particular customer. These guidelines are designed to allow, where possible, each fund with a potentially competing property to bid on a lease with a prospective customer in a fair and equitable manner.

Because affiliates of the Sponsor and the Advisor currently sponsor and advise, and in the future may sponsor and advise, other investment vehicles and clients (each, an “Advisory Client”) with overlapping investment objectives, strategies and criteria, potential conflicts of interest may arise with respect to real estate investment opportunities. In order to manage this potential conflict of interest, in allocating opportunities among the Advisory Clients, the Sponsor follows an allocation policy (the “Allocation Policy”) which endeavors to allocate investment opportunities in a fair and equitable manner. The Sponsor’s Allocation Policy, which may be amended without our consent, is intended to enable us to share equitably with any other Advisory Clients that are managed by the Sponsor and the Advisor and competing with us to acquire similar types of assets.

Under the Allocation Policy, real estate investments will be considered for Advisory Clients based on appropriateness and conformity with their respective investment objectives, as well as the suitability of the investment for each Advisory Client. Suitability is determined by a variety of factors related to the investment mandates of each Advisory Client, the nature of the investment opportunity and the composition of each client’s portfolio. In the circumstance where an investment is suitable for only one Advisory Client based on such factors, the investment will be allocated to that Advisory Client. Where an investment is suitable for more than one Advisory Client, the Sponsor generally employs an allocation rotation process pursuant to the Allocation Policy that is designed to facilitate an equitable allocation of such opportunities over time. Nevertheless, it is possible that we may not be given the opportunity to participate in certain investments made by Advisory Clients managed by affiliates of the Sponsor and the Advisor. In addition, the Sponsor may from time to time limit the number of positions in a rotation and/or grant to certain Advisory Clients certain exclusivity, rotation or other priority (each, a “Rotational Priority”) with respect to industrial investments or other investment opportunities. This means that, depending on the number of Advisory Clients and number of positions in each such rotation and/or the Rotational Priorities that have been granted, we may be offered fewer investment opportunities. The Sponsor or its affiliates may grant additional Rotational Priorities in the future and from time to time.

The ability of the Advisor to effect or recommend transactions is in certain cases restricted by applicable laws or regulatory requirements in or of the United States (including without limitation under the Investment Company Act) or elsewhere that are applicable to the Advisor, the Sponsor, and other investment vehicles sponsored or advised by the Advisor, the Sponsor or affiliates of the Advisor or the Sponsor. In addition, the Advisor, the Sponsor or their affiliates have adopted or are expected to adopt policies designed to comply with such laws or requirements and may vary or supplement such policies in the future. Accordingly, we may be subject to restrictions applicable to any potential co-investments alongside, or investments in portfolio companies or prospective portfolio companies of other vehicles sponsored or advised by the Advisor, the Sponsor or affiliates of the Advisor and the Sponsor, including regulated funds.

The Sponsor may modify its overall allocation policies from time to time. Any changes to the Sponsor’s allocation policies will be timely reported to our board of directors or our Conflicts Resolution Committee. The Advisor will be required to provide information to our board of directors on a quarterly basis to enable our board of directors, including the independent directors, to determine whether such policies are being fairly applied.

In addition, entities sponsored or advised by affiliates of the Advisor or the Sponsor are permitted to hold positions in securities or other assets or be subject to contractual or legal restraints that could prevent us from being able to initiate a transaction that we otherwise might have initiated or to sell an investment that we otherwise might have sold or, in our judgment, such position(s) or restraint(s) may make such a transaction inadvisable. The investment activities of one or more entities sponsored or advised by affiliates of the Advisor or the Sponsor have the potential to be inconsistent with our investment activities.

The Advisor may manage other investment vehicles (including public, non-listed REITs) that have investment objectives that compete or overlap with, and may from time to time invest in, our target asset classes.

Affiliates of the Advisor may manage other investment vehicles (including public, non-listed REITs) that have investment objectives that compete or overlap with, and may from time to time invest in, our target asset classes. This may apply to existing investment vehicles or investment vehicles that may be organized, or with respect to which affiliates of the Advisor may acquire and assume the role of management in the future. Consequently, we, on the one hand, and these other investment vehicles, on the other hand, may from time to time pursue the same or similar investment opportunities. To the

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extent such existing vehicles or other future investment vehicles managed by the Advisor or its affiliates seek to acquire the same target assets as our Company, the scope of opportunities otherwise available to us may be adversely affected and/or reduced. The Advisor or its affiliates may also give advice to investment vehicles managed by the Advisor or its affiliates that may differ from the advice given to us even though their investment objectives may be the same or similar to ours.

We may invest in, acquire, sell assets to or provide financing to investment vehicles managed by the Advisor or its affiliates.

We may invest in, acquire, sell assets to or provide financing to investment vehicles managed by the Advisor or its affiliates and their portfolio companies or purchase assets from, sell assets to, or arrange financing from any such investment vehicles and their portfolio companies. Any such transactions will require approval by a majority of our independent directors. There can be no assurance that any procedural protections will be sufficient to ensure that these transactions will be made on terms that will be at least as favorable to us as those that would have been obtained in an arm’s-length transaction.

Given the significant number of investment vehicles managed by the Advisor or its affiliates, we may face conflicts of interest when determining whether to pursue a transaction with such investment vehicles or their portfolio companies, which could limit our ability to pursue transactions that are otherwise suitable for us.

The Advisor and its affiliates manage many other investment vehicles and from time to time we may identify an investment opportunity or other transaction where the counterparty is one of those vehicles, one of their portfolio companies, or another entity in which they own an interest. Although the opportunity or transaction may be otherwise suitable for us and consistent with our investment strategy, we may determine not to pursue the transaction due to the potential conflict of interest. Therefore, there can be no assurance that we will pursue all potentially suitable transactions and investment opportunities that come to our attention.

The Advisor is subject to extensive regulation as an investment adviser, which could adversely affect its ability to manage our business.

The Advisor is subject to regulation as an investment adviser by various regulatory authorities that are charged with protecting the interests of its clients, including us. Instances of criminal activity and fraud by participants in the investment management industry and disclosures of trading and other abuses by participants in the financial services industry have led the United States government and regulators to increase the rules and regulations governing, and oversight of, the United States financial system. This activity resulted in changes to the laws and regulations governing the investment management industry and more aggressive enforcement of the existing laws and regulations. The Advisor could be subject to civil liability, criminal liability, or sanction, including revocation of its registration as an investment adviser, revocation of the licenses of its employees, censures, fines, or temporary suspension or permanent bar from conducting business, if it is found to have violated any of these laws or regulations. Any such liability or sanction could adversely affect the Advisor’s ability to manage our business. The Advisor must continually address conflicts between its interests and those of its clients, including us. In addition, the SEC and other regulators have increased their scrutiny of potential conflicts of interest. The Advisor has procedures and controls that are reasonably designed to address these issues. However, appropriately dealing with conflicts of interest is complex and difficult and if the Advisor fails, or appears to fail, to deal appropriately with conflicts of interest, it could face litigation or regulatory proceedings or penalties, any of which could adversely affect its ability to manage our business.

We have purchased and may in the future purchase assets from third parties who have existing or previous business relationships with affiliates or other related entities of the Sponsor; as a result, in any such transaction, we may not have the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties.

We have purchased and may in the future purchase assets from third parties that have existing or previous business relationships with affiliates of the Sponsor. Affiliates of the Sponsor who also perform or have performed services for such third parties may have had or have a conflict in representing our interests in these transactions on the one hand and in preserving or furthering their respective relationships with such third parties on the other hand. In any such transaction, we will not have the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties.

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RISKS RELATED TO ADVERSE CHANGES IN GENERAL ECONOMIC CONDITIONS

Uncertainty and volatility in the credit markets could affect our ability to obtain debt financing on reasonable terms, or at all, which could reduce the number of properties we may be able to acquire and the amount of cash distributions we can make to our stockholders.

The U.S. and global credit markets have in the past experienced severe dislocations and liquidity disruptions, which caused volatility in the credit spreads on prospective debt financings and constrained the availability of debt financing due to the reluctance of lenders to offer financing at high leverage ratios. Similar conditions in the future could adversely impact our ability to access additional debt financing on reasonable terms or at all, which may adversely affect investment returns on future acquisitions or our ability to make acquisitions.

If mortgage debt or unsecured debt is unavailable on reasonable terms as a result of increased interest rates, increased credit spreads, decreased liquidity or other factors, we may not be able to finance the initial purchase of properties. In addition, when we incur mortgage debt or unsecured debt, we run the risk of being unable to refinance such debt upon maturity, or of being unable to refinance on favorable terms.

If interest rates are higher or other financing terms, such as principal amortization, the need for a corporate guaranty, or other terms are not as favorable when we refinance debt or issue new debt, our income could be reduced. To the extent we are unable to refinance debt on reasonable terms, at appropriate times or at all, we may be required to sell properties on terms that are not advantageous to us, or that could result in the foreclosure of such properties. If any of these events occur, our cash flow could be reduced. This, in turn, could reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by issuing securities or borrowing more money.

Economic events that may cause our stockholders to request that we redeem their shares may materially adversely affect our cash flow and our ability to achieve our investment objectives.

Future economic events affecting the U.S. economy generally, or the real estate sector specifically, could cause our stockholders to seek to sell their shares to us pursuant to our share redemption program or holders of OP units to seek to redeem their OP Units. The redemptions of our shares are subject to the 2% and 5% limits (as described above) (subject to potential carry-over capacity). Even if we are able to satisfy all resulting redemption requests, our cash flow could be materially adversely affected. In addition, if we determine to sell valuable assets to satisfy redemption requests, our ability to achieve our investment objectives, including, without limitation, diversification of our portfolio by property type and location, moderate financial leverage, conservative operating risk and an attractive level of current income, could be materially adversely affected.

Inflation, changing interest rates or deflation may adversely affect our financial condition and results of operations.

We are affected by the fiscal and monetary policies of the United States government and its agencies, including the policies of the Federal Reserve, which regulates the supply of money and credit in the United States. Changes in fiscal and monetary policies are beyond our control and are difficult to predict. Although the Federal Reserve resumed its monetary easing cycle with an aggregate 75 basis point rate reduction in 2025, there can be no assurance that the rate will continue to decrease or that they will not be increased in 2026 or beyond. While lower market rates and increased capital markets liquidity supports commercial real estate property transactions and values, regulated lending institutions remain under significant pressure to their business models to increase capital requirements for direct loans to real estate and thus continue to be constrained in providing capital for commercial real estate properties. In 2025, rising operating costs have further pressured cash flow performance across many real estate property types. Changes in the federal funds rate as well as the other policies of the Federal Reserve affect interest rates, which have a significant impact on our financial condition.

Future periods of increased inflation and high interest rates could have an adverse impact on our floating rate mortgages, our ability to borrow money, and general and administrative expenses, as these costs could increase at a rate higher than our rental and other revenue. Increases in the costs of owning and operating our properties due to inflation could reduce our net operating income and our NAV to the extent such increases are not reimbursed or paid by our customers. If we are materially impacted by increasing inflation because, for example, inflationary increases in costs are not sufficiently offset by the contractual rent increases and operating expense reimbursement provisions or escalations in the leases with our customers, we may implement measures to conserve cash or preserve liquidity. Such measures could include deferring investments, reducing or suspending the number of shares redeemed under our share redemption program and reducing or suspending distributions we make to our stockholders, which may adversely and materially affect our net operating income and NAV. In addition, due to rising interest rates, we may experience restrictions in our liquidity based on certain financial covenant requirements as well as our inability to refinance maturing debt in part or in full as it comes due depending on

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rates at such time and higher debt service costs and reduced yields relative to cost of debt. If we are unable to find alternative credit arrangements or other funding in a high interest environment, our business needs may not be adequately met.

In addition, customers and potential customers of our properties may be adversely impacted by inflation and high interest rates, which could negatively impact our customers’ ability to pay rent and demand for our properties. Such adverse impacts on our customers may cause increased vacancies, which may add pressure to lower rents and increase our expenditures for re-leasing. Inflation could also have an adverse effect on consumer spending which could impact our customers’ operations and, in turn, demand for our properties. Conversely, deflation could lead to downward pressure on rents and other sources of income.

Our business is dependent on bank relationships and strain from the banking system may severely impact us. Similarly, the failure of any banking institution in which we deposit our funds could have an adverse effect on our results of operations, financial condition and ability to pay distributions to our stockholders.

The financial markets have encountered and may in the future encounter volatility associated with concerns about the balance sheets of banks. Our business is dependent on bank relationships and we proactively monitor the financial health of such bank relationships. Strain on the banking system may adversely impact our operations and the economy more broadly, and in turn our cash flow, distributions and NAV.

Currently, the Federal Deposit Insurance Corporation (“FDIC”) generally, only insures amounts up to $250,000 per depositor per insured bank. A small proportion of our cash and cash equivalents, primarily those used to fund property-level working capital needs, are currently held in FDIC-insured bank accounts. To the extent that we have deposited funds with banking institutions, then if any of such institutions ultimately fail, we would lose the amount of our deposits over the then current FDIC insurance limit. The loss of our deposits could reduce the amount of cash we have available to distribute or invest and would likely result in a decline in the value of our stockholders’ investments.

We intend to disclose funds from operations (“FFO”) and adjusted funds from operations (“AFFO”), each a non-GAAP financial measure, in future communications with investors, including documents filed with the SEC. However, FFO and AFFO are not equivalent to our net income or loss as determined under GAAP, and do not represent a complete measure of our financial position and results of operations.

We use, and we disclose to investors, FFO and AFFO, which are considered non-GAAP financial measures. For a discussion of FFO and AFFO, including definitions, reconciliation to GAAP net income (loss), and the inherent limitations of FFO and AFFO, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report on Form 10-K. FFO and AFFO are not equivalent to our net income or loss as determined in accordance with GAAP. FFO and GAAP net income differ because FFO excludes gains or losses from sales of property and impairment of depreciable real estate, and adds back real estate-related depreciation and amortization. AFFO further adjusts FFO by removing the impact of (i) performance-based incentive fee (income) expense, (ii) unrealized (gain) loss from changes in fair value of financial instruments, and (iii) increase (decrease) in financing obligation liability appreciation.

No single measure can provide investors with sufficient information and investors should consider all of our disclosures as a whole in order to adequately understand our financial position, liquidity and results of operations. Because of the differences between FFO, AFFO and GAAP net income or loss, FFO and AFFO may not be accurate indicators of our operating performance, especially during periods in which we are acquiring properties. In addition, FFO and AFFO are not necessarily indicative of cash flow available to fund cash needs and investors should not consider FFO and AFFO as alternatives to cash flows from operations or as indications of our liquidity, or indicative of funds available to fund our cash needs, including our ability to make distributions to our stockholders. Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate AFFO. Also, because not all companies calculate FFO and AFFO the same way, comparisons with other companies may not be meaningful.

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RISKS RELATED TO OUR GENERAL BUSINESS OPERATIONS AND OUR CORPORATE STRUCTURE

A global economic slowdown, or further declines in real estate values could impair our investments and have a significant adverse effect on our business, financial condition and results of operations.

Geopolitical instability, uncertainty with respect to actual and proposed U.S. trade, foreign, economic and other policies, the war between Russia and Ukraine, the conflicts in the Middle East, as well as other global events have created macroeconomic uncertainty at a global level. Sanctions imposed by the U.S. and other countries have caused additional financial market volatility and affected the global economy. Because of interrelationships within the global financial markets, if these issues do not abate, worsen or spread, our business may be adversely affected.

Even though macroeconomic volatility slowed in the U.S. towards the end of 2025, the current environment is characterized by inflation, labor shortages or interruptions, changing interest rates, foreign currency exchange volatility and volatility in global capital markets. Market and economic disruptions have affected, and may in the future affect, consumer confidence levels and spending, bankruptcy rates, levels of incurrence and default on consumer debt and home prices, among other factors. We cannot assure you that market disruptions, including the increased cost of funding for certain governments and financial institutions, will not impact the global economy. The risks associated with our business are more severe during periods of economic slowdown or recession and since such periods are accompanied by declining real estate values, our business could be materially adversely affected.

There continues to be significant uncertainty about the future relationship between the U.S. and other countries with respect to trade policies, treaties and tariffs. Developments relating to tariffs between the U.S. and other countries, the perception that they could occur, or reactionary measures in response thereto, including retaliatory tariffs, legal challenges, or currency manipulation, could have an adverse effect on global economic conditions and the stability of global financial markets, and could significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and impact our borrowers and the value of our collateral. Moreover, concerns over the United States’ debt ceiling and budget-deficit have driven downgrades by rating agencies to the U.S. government’s credit rating, which could cause borrowing costs to rise, negatively impacting both the perception of credit risk associated with our debt portfolio and our ability to access the debt markets on favorable terms. Although U.S. lawmakers passed legislation to raise the federal debt ceiling on multiple occasions, the political difficulty in reaching an agreement without repeated crises has undermined market confidence in the stability and predictability of U.S. policymaking. Market conditions may also make it difficult for us to extend the maturity of or refinance our existing indebtedness or to access or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business.

We believe the risks associated with our business are more severe during periods of economic downturn if these periods are accompanied by declining values in real estate. For example, a prolonged economic downturn could negatively impact our property investments as a result of increased customer delinquencies and/or defaults under our leases, generally lower demand for rentable space, potential oversupply of rentable space leading to increased concessions, and/or tenant improvement expenditures, or reduced rental rates to maintain occupancies. Our operations could be negatively affected to a greater extent if an economic downturn occurs, is prolonged or becomes more severe, which could significantly harm our revenues, results of operations, financial condition, liquidity, business prospects and our ability to make distributions to our stockholders. If the current macroeconomic environment worsens and an economic slowdown or a recession occurs or real estate values continue to decline, our results of operations, financial condition, liquidity and business and our ability to pay dividends to our stockholders could be materially and adversely affected.

A major public health crisis, pandemic or epidemic could disrupt the U.S. and global economies and industries in which we operate and negatively impact us.

A major public health crisis, pandemic or epidemic could impact the U.S. and global economies. Disruptions to commercial activity (such as the imposition of quarantines or travel restrictions) or, more generally, a failure to contain or effectively manage a public health crisis may adversely impact our financial condition, results of operations and ability to pay distributions to our stockholders. Public health crises, pandemics and epidemics could contribute to adverse impacts on global commercial activity and the inability of tenants to pay rent on their leases, or inability to re-lease space that becomes vacant. Such volatility may also materially adversely affect our liquidity position, which could disrupt our business and materially adversely impact our financial results.

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The impact and effects of any future health crises, pandemics or epidemics will depend on various factors, including how rapidly variants develop, availability, acceptance and effectiveness of vaccines along with related travel advisories, quarantines and restrictions, the recovery time of potentially disrupted supply chains and industries, the impact of labor market interruptions, and the impact of government interventions. Health crises, pandemics or epidemics, and resulting impacts on the financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our performance, results of operations and ability to pay distributions.

We are highly dependent on the information systems of Ares and systems failures could significantly disrupt our business, which may, in turn, negatively affect our operating results and our ability to pay distributions.

Our business is highly dependent on communications and information systems of Ares. Any failure or interruption of Ares’ systems could cause delays or other problems in our business, which could have a material adverse effect on our operating results and negatively affect our ability to pay distributions to our stockholders.

Ares’ information systems and technology may not continue to be able to accommodate the growth of our business, and the cost of maintaining the information systems and technology, which is partially allocated to us pursuant to the Advisory Agreement, may increase from its current level. Such a failure to accommodate growth, or an increase in costs related to the information systems and technology, could have a material adverse effect on our business and results of operations.

Furthermore, an earthquake, wildfire or other disaster or a disruption in the infrastructure that supports our business, including a disruption involving electronic communications, human resources systems or other services used by us, our Advisor, Ares or third parties with whom we conduct business, could materially disrupt our operations and adversely affect our business and financial results. Although Ares has disaster recovery programs in place, these may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for any losses as a result of such a disaster or disruption, if at all.

We, our Advisor and Ares also rely on third-party service providers for certain aspects of our respective businesses, including for certain information systems, technology and administration of our loan portfolio and compliance matters. Operational risks could increase as third-party service providers increasingly offer mobile and cloud-based software services rather than software services that can be operated within our Advisor’s or Ares’ own data centers, as certain aspects of the security of such technologies may be complex, unpredictable or beyond their control, and any failure by mobile technology or cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt our operations and the operations of our Advisor and Ares and result in misappropriation, corruption or loss of confidential, proprietary or personal information. In addition, such counterparties’ information systems, technology or accounts may be the target of cyber-attacks.

Any interruption or deterioration in the performance of these third parties or failures or vulnerabilities of their information systems or technology could impair the quality of our operations and could impact our reputation and adversely affect our business.

Finally, there continues to be significant evolution and developments in the use of artificial intelligence technologies, including generative artificial intelligence. At this time, we cannot fully determine the impact of such evolving technology to our industry or business.

Terrorist attacks and other acts of violence, civilian unrest, military conflict or war may affect the markets in which we operate, our operations and our profitability.

Terrorist attacks and other acts of violence, civilian unrest, military conflict or war may negatively affect our operations and our stockholders’ investment. We may acquire real estate assets located in areas that are susceptible to attack. In addition, any kind of terrorist activity or violent criminal acts, including terrorist acts against public institutions or buildings or modes of public transportation (including airlines, trains or buses) could have a negative effect on our business. These events may directly impact the value of our assets through damage, destruction, loss or increased security costs. Although we may obtain terrorism insurance, we may not be able to obtain sufficient coverage to fund any losses we may incur. Risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. Further, certain losses resulting from these types of events are uninsurable or not insurable at reasonable costs.

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More generally, any terrorist attack, other act of violence or war, including military conflicts, such as the ongoing conflicts between Russia and Ukraine and Israel and Hamas, could result in increased volatility in, or damage to, the worldwide financial markets and economy. Increased economic volatility and trade restrictions could adversely affect our customers’ ability to pay rent on their leases or our ability to borrow money or issue capital stock at acceptable prices and have a material adverse effect on our financial condition, results of operations and ability to pay distributions to our stockholders.

We depend on the Advisor and its key personnel; if any of such key personnel were to cease employment with the Advisor, our business could suffer.

Our ability to make distributions and achieve our investment objectives is dependent upon the performance of the Advisor in the acquisition, disposition and management of real properties and debt-related investments, the selection of customers for our real properties, the determination of any financing arrangements and other factors. In addition, our success depends to a significant degree upon the continued contributions of certain of the Advisor’s key personnel, including William S. Benjamin, Michael J. Blum, Todd M. Farrell, David M. Fazekas, Jay W. Glaubach, Marshall P. Hayes, Andrew E. Holm, Taylor M. Paul, David A. Roth, Julie B. Solomon, Jeffrey W. Taylor, and Joshua J. Widoff, each of whom would be difficult to replace. We currently do not have, nor do we expect to obtain key man life insurance on any of the Advisor’s key personnel. If the Advisor were to lose the benefit of the experience, efforts and abilities of one or more of these individuals, our operating results and NAV could suffer. In addition, our operating results could suffer as a result of any misconduct by any of these individuals.

Our board of directors determines our major policies and operations, which increases the uncertainties faced by our stockholders.

Our board of directors determines our major policies, including our policies regarding acquisitions, dispositions, financing, growth, REIT qualification, redemptions and distributions. Our board of directors may amend or revise these and other policies without a vote of our stockholders. Under the Maryland General Corporation Law and our charter, our stockholders have a right to vote only on limited matters. Our board of directors’ broad discretion in setting policies and our stockholders’ inability to exert control over those policies increases the uncertainty and risks our stockholders face, especially if our board of directors and our stockholders disagree as to what course of action is in our stockholders’ best interests.

Our UPREIT structure may result in potential conflicts of interest with limited partners in the Operating Partnership whose interests may not be aligned with those of our stockholders.

Limited partners in the Operating Partnership have the right to vote on certain amendments to the agreement that governs the Operating Partnership, as well as on certain other matters. Persons holding such voting rights may exercise them in a manner that conflicts with our stockholders’ interests. As general partner of the Operating Partnership, we are obligated to act in a manner that is in the best interests of all partners of the Operating Partnership. Circumstances may arise in the future when the interests of limited partners in the Operating Partnership may conflict with the interests of our stockholders. These conflicts may be resolved in a manner our stockholders believe is not in their best interests.

We may assume unknown liabilities in connection with acquisitions which could result in unexpected liabilities and expenses.

In connection with an acquisition, we may receive certain assets or interests in certain assets subject to existing liabilities, some of which may be unknown to us at the time of the acquisition. Unknown liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions, claims of customers, vendors or other persons dealing with the entities prior to an acquisition (including those that had not been asserted or threatened prior to an acquisition), tax liabilities, and accrued but unpaid liabilities incurred in the ordinary course of business. If we acquire an entity, that entity may be subject to liabilities that become our responsibility upon acquisition of the entity. Our recourse with respect to such liabilities may be limited. Depending upon the amount or nature of such liabilities, our business, financial condition and results of operations, our ability to make distributions to our stockholders and the NAV of our shares may be adversely affected.

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Tax protection agreements could limit our ability to sell or otherwise dispose of property contributed to the Operating Partnership.

In connection with a contribution of property to the Operating Partnership, the Operating Partnership may enter into a “tax protection agreement” with the contributor of such property. Such an agreement typically would provide that if we dispose of any interest in the contributed property in a taxable transaction within a certain time period, subject to certain exceptions, we may be required to indemnify the contributor for its tax liabilities attributable to the recognition of the built-in gain that existed with respect to such property interests as well as the tax liabilities incurred as a result of such tax protection payment. As a result, it may be economically prohibitive for us to sell a contributed property subject to such an agreement even though such sale otherwise would be economically advantageous. While there may be ways to mitigate or avoid incurring an indemnification obligation under a tax protection agreement on the disposition of a property, there can be no assurances that such strategies will be implemented or successful.

Tax protection agreements may require the Operating Partnership to maintain certain debt levels that otherwise would not be required to operate our business.

Under a tax protection agreement, the Operating Partnership may be required to maintain a certain minimum amount of non-recourse debt, provide the contributor of property the opportunity to guarantee debt or provide the contributor the opportunity to enter into a “deficit restoration obligation”, in each case for the purpose of maintaining or increasing the contributor’s adjusted tax basis in his or her partnership interest in the Operating Partnership. If we fail to maintain such debt or make such opportunities available, we may be required to indemnify such contributor for the contributor’s tax liability resulting from such failure and the tax liabilities incurred as a result of such tax protection payment. These obligations may require the Operating Partnership to maintain more or different indebtedness than we would otherwise require for our business.

Certain provisions in the partnership agreement of the Operating Partnership may delay or defer an unsolicited acquisition of us or a change of our control.

Provisions in the partnership agreement of the Operating Partnership may delay or defer an unsolicited acquisition of us or changes of our control. These provisions include, among others, redemption rights of qualifying parties and the rights of the limited partners to consent to transfers of the general partnership interest and mergers under specified circumstances. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or a change of our control, although some stockholders might consider such proposals, if made, desirable.

The Operating Partnership’s private placements of beneficial interests in specific Delaware statutory trusts under our DST Program could cause our leverage ratio to increase or subject us to liabilities from litigation or otherwise.

We, through the Operating Partnership, conduct a program to raise capital in private placements exempt from registration pursuant to Rule 506(b) of Regulation D under the Securities Act through the sale of DST Interests in specific DSTs holding DST Properties. These interests may serve as replacement properties for investors seeking to complete Section 1031 Exchanges. All of the properties the interests in which are sold to investors pursuant to such private placements will be leased-back by the Operating Partnership or a wholly owned subsidiary thereof, as applicable, with such lease fully guaranteed by the Operating Partnership, although there can be no assurance that the Operating Partnership can or will fulfill these guarantee obligations. Additionally, the Operating Partnership will be given a fair market value purchase option giving it the right, but not the obligation, to acquire the DST Interests from the investors at a later time in exchange for OP Units, cash or a combination of OP Units and cash (the “FMV Option”). Specifically, if the Operating Partnership exercises the FMV Option with respect to a DST, then the Operating Partnership may grant investors who own the DST Interests the option to (i) accept OP Units in exchange for their DST Interests (the “OP Unit Election”), (ii) sell their DST Interests to the Operating Partnership for cash (the “Cash Election”), or (iii) dispose of their DST Interests using a combination of the OP Unit Election and the Cash Election, in which case the Operating Partnership will make at least 15% of the total consideration payable with respect to the exercise of the FMV Option available in cash to fund payments to holders of DST Interests making the Cash Election with respect to all or a portion of their DST Interests. In the event the Operating Partnership elects not to exercise the purchase option our leverage ratio could increase based on remaining master lease obligations. This may result in both increased costs to us and a negative impact on our overall debt covenants. In addition, in the event the Operating Partnership elects not to exercise the purchase option and the DST Property is sold to a third party, the master lease will terminate, triggering an obligation on the part of a subsidiary of the Operating Partnership, as master tenant, to pay to the DST an amount equal to the positive difference, if any, between the fair market value of the DST Property with the master lease in place as if such automatic termination had not occurred, and the gross purchase price to be paid by the third party buyer to the DST to acquire the DST Property. However, if the gross purchase

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price for the DST Property exceeds the fair market value of the DST Property subject to the master lease, no payment to the DST by the master tenant will be required.

Further, investors who acquired DST Interests pursuant to such private placements may have been seeking certain tax benefits that depend on the interpretation of, and compliance with, U.S. federal and state income tax laws and regulations. As the general partner of the Operating Partnership, we may become subject to liability, from litigation or otherwise, as a result of such transactions, including in the event an investor fails to qualify for any desired tax benefits.

The Operating Partnership’s private placements of DST Interests under our DST Program will not shield us from risks related to the performance of the real properties held through such structures.

Pursuant to the DST Program, the Operating Partnership intends to place certain of its existing real properties and/or acquire new properties to place into specific DSTs and then sell DST Interests, via its taxable REIT subsidiary (“TRS”), to third-party investors. We will hold long-term leasehold interests in the property pursuant to master leases that are fully guaranteed by the Operating Partnership, while the third-party investors indirectly hold some or all of the interests in the real estate. There can be no assurance that the Operating Partnership can or will fulfill these guarantee obligations. Although we will hold a fair market value purchase option to reacquire the real estate through a purchase of DST Interests, the purchase price will be based on the then-current fair market value of the third-party investor’s interest in the real estate, which will be greatly impacted by the rental terms fixed by the long-term master lease. Under the lease, we are responsible for subleasing the property to occupying customers until the earlier of the expiration of the master lease or our exercise of the fair market value option, which means that we bear the risk that the underlying cash flow from the property and all capital expenditures may be less than the master lease payments at such time. Therefore, even though we will no longer own the underlying real estate while it is held by the DST, because of the fixed terms of the long-term master lease guaranteed by the Operating Partnership, negative performance by the underlying properties could affect cash available for distributions to our stockholders and will likely have an adverse effect on our results of operations and NAV. In addition, if we determine to exercise the fair market value purchase option and the underlying cash flow at the property owned by the DST is or is anticipated to be lower than the master lease rent payments, then the presence of the master lease may cause the property to have a higher fair market value than would otherwise be the case if the property had not been sold subject to the master lease.

We may own DST Interests in DSTs owning real property that will be subject to the agreements under our DST Program, which may have an adverse effect on our results of operations, relative to if the DST Program agreements did not exist.

In connection with our DST Program, we may own DST Interests in DSTs owning real property that are subject to the terms of the agreements provided by our DST Program. The DST Program agreements may limit our ability to encumber, lease or dispose of our DST Interests. Such agreements could affect our ability to turn our DST Interests into cash and could affect cash available for distributions to our stockholders. The DST Program agreements used in connection with the DST Program could also impair our ability to take actions that would otherwise be in the best interests of our stockholders and, therefore, may have an adverse effect on our results of operations and NAV, relative to if the DST Program agreements did not exist.

Properties that are placed into the DST Program and later reacquired may be less liquid than other assets, which could impair our ability to utilize cash proceeds from sales of such properties for other purposes such as paying down debt, distributions, funding redemptions or making additional investments.

Properties that are placed into the DST Program (each, a “DST Program Asset”) may later be reacquired through exercise of the fair market value purchase option granted to our Operating Partnership. In such cases the investors who become limited partners in the Operating Partnership (the “DST Investors”) generally remain subject to tax on their share of built-in gain in the applicable DST Program Asset if such asset subsequently is sold in a taxable transaction. Although we are not contractually obligated to do so, generally we have sought to dispose of DST Program Assets in tax-deferred transactions, such as a Section 1031 Exchange, in order to mitigate or avoid having our DST Investors incur tax on such disposition. Further, if we undertake such a Section 1031 Exchange, the applicable DST Investors’ built-in gain will carry over to any replacement property acquired in such exchange. Although there may be ways to mitigate or avoid triggering the DST Investors’ built-in gain on a disposition of a DST Program Asset, there can be no assurances that such strategies will be implemented or successful. As a result, placing properties into the DST Program may limit our ability to access liquidity from such properties or replacement properties through sale without triggering taxes to DST Investors attributable to their built-in gain. Such reduced liquidity could impair our ability to utilize cash proceeds from sales for other purposes such as paying down debt, paying distributions, funding redemptions or making additional investments. If we are unable to fund

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redemptions, our board of directors may determine to suspend our share redemption program until we are able to generate sufficient liquidity to satisfy redemption requests.

Investors who use DST Program Loans to acquire DST Interests as part of the DST Program may default on such loans.

As part of the DST Program, a subsidiary of ours will provide DST Program Loans of no more than 50% of the purchase price to certain Original DST Investors who acquire DST Interests. DST Program Loans will be secured by the DST Interests acquired using the DST Program Loan, and will be non-recourse to the borrowing Original DST Investors subject to commercially customary recourse carveouts. We may suffer losses if the fair market value of the asset underlying the DST Interests acquired by the Original DST Program Investor declines after the Original DST Investor’s borrowing with respect to a DST Program Loan, or if there is otherwise a default on a DST Program Loan.

Cash redemptions to holders of OP Units will reduce cash available for distribution to our stockholders or to honor their redemption requests under our share redemption program.

The holders of OP Units (other than us and including both third parties and affiliates of the Sponsor) generally have the right to cause the Operating Partnership to redeem all or a portion of their OP Units for, at our sole discretion, shares of our common stock, cash, or a combination of both. Our election to redeem OP Units for cash may reduce funds available for distribution to our stockholders or to honor our stockholders’ redemption requests under our share redemption program.

We may be limited or restricted in engaging in Section 1031 Exchanges.

We may dispose of properties in transactions intended to qualify as Section 1031 Exchanges. Such Section 1031 Exchanges are intended to result in the deferral of otherwise taxable gain for U.S. federal income tax purposes. The failure of any such transaction to qualify as a Section 1031 Exchange could require us to pay U.S. federal income tax, possibly including the 100% prohibited transaction tax, depending on the facts and circumstances surrounding the particular transaction.

Maryland law and our organizational documents limit our stockholders’ right to bring claims against our officers and directors.

Maryland law provides that a director will not have any liability as a director so long as he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, our charter provides that, subject to the applicable limitations set forth therein or under Maryland law, no director or officer will be liable to us or our stockholders for monetary damages. Our charter also provides that we will generally indemnify our directors, our officers, the Advisor and its affiliates for losses they may incur by reason of their service in those capacities unless (i) their act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (ii) they actually received an improper personal benefit in money, property or services or, (iii) in the case of any criminal proceeding, they had reasonable cause to believe the act or omission was unlawful. Moreover, we have entered into separate indemnification agreements with each of our independent directors and executive officers. As a result, we and our stockholders have more limited rights against these persons than might otherwise exist under common law. In addition, we are obligated to fund the defense costs incurred by these persons in some cases. However, our charter does provide that we may not indemnify our directors, the Advisor and its affiliates for any liability or loss suffered by them unless they have determined that the course of conduct that caused the loss or liability was in our best interests, they were acting on our behalf or performing services for us, the liability or loss was not the result of negligence or misconduct by our non-independent directors, the Advisor and its affiliates or gross negligence or willful misconduct by our independent directors, and the indemnification is recoverable only out of our net assets and not from our stockholders.

Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland shall be the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders with respect to the Company, our directors, our officers or our employees (we note we currently have no employees). This choice of forum provision does not apply to claims under the Securities Act, the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction or any action or proceeding against us arising out of, or in connection with, the sale of securities or out of violation of state securities laws. This choice

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of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for disputes with us or our directors, officers or employees, which may discourage meritorious claims from being asserted against us and our directors, officers and employees. Alternatively, if a court were to find this

provision of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. We adopted this provision because we believe it makes it less likely that we will be forced to incur the expense of defending duplicative actions in multiple forums and less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce us into otherwise unjustified settlements, and we believe the risk of a court declining to enforce this provision is remote, as the General Assembly of Maryland has specifically amended the Maryland General Corporation Law to authorize the adoption of such provisions.

Our stockholders’ interest will be diluted if we or the Operating Partnership issue additional securities.

Existing stockholders and new investors purchasing shares of common stock in our securities offerings do not have preemptive rights to any shares issued by us in the future. Under our charter, we have authority to issue a total of 3,000,000,000 shares of capital stock. Of the total number of shares of capital stock authorized (a) 2,800,000,000 shares are designated as common stock, 500,000,000 of which are classified as Class D shares (100,000,000 of which are designated as a series of Class D shares named Class D-R shares and 400,000,000 of which are designated as a series of Class D shares named Class D-PR shares), 100,000,000 of which are classified as Class E shares, 1,300,000,000 of which are classified as Class I shares (600,000,000 of which are designated as a series of Class I shares named Class I-R shares and 700,000,000 of which are designated as a series of Class I shares named Class I-PR shares), 500,000,000 of which are classified as Class S shares (100,000,000 of which are designated as a series of Class S shares named Class S-R shares and 400,000,000 of which are designated as a series of Class S shares named Class S-PR shares), 100,000,000 of which are classified as Class T shares (all of which are designated as a series of Class T shares) and 300,000,000 of which are classified as Class B shares, and (b) 200,000,000 shares are designated as preferred stock. Our board of directors may amend our charter to increase the aggregate number of authorized shares of capital stock or the number of authorized shares of capital stock of any class or series without stockholder approval. We intend to operate as a perpetual-life REIT, and investors purchasing shares in our securities offerings will likely experience dilution of their equity investment in us as a result of our ongoing offerings, including the distribution reinvestment plan, our current and future securities offerings. Investors will also experience dilution if we issue equity compensation pursuant to our equity incentive plans, issue shares to the Advisor in lieu of cash payments or reimbursements under the Advisory Agreement, or redeem OP Units for shares of common stock. In addition, we may in the future cause the Operating Partnership to issue a substantial number of additional OP Units in order to raise capital in relation to the DST Program or otherwise, acquire properties, consummate a merger, business combination or another significant transaction or to pay the Advisor in lieu of cash payments. OP Units may generally be converted into shares of our common stock, thereby diluting the percentage ownership interest of our other stockholders. Ultimately, any additional issuance by us of equity securities or by the Operating Partnership of OP Units will dilute our stockholders’ indirect interest in the Operating Partnership, through which we own all of our interests in our investments.

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We may issue preferred stock or new classes of OP Units, which issuance could adversely affect those stockholders who purchased shares of our common stock in our securities offerings.

If we ever created and issued preferred stock or one or more new classes of OP Units with a distribution preference over common stock, payment of any distribution preferences on outstanding preferred stock or OP Units would reduce the amount of funds available for the payment of distributions on our common stock. Further, holders of preferred stock are normally entitled and holders of new classes of OP Units could be entitled to receive a preference payment in the event we liquidate, dissolve or wind up before any payment is made to our common stockholders, likely reducing the amount common stockholders would otherwise receive upon such an occurrence. Holders of preferred stock or new classes of OP Units could be given other preferential rights, such as preferential redemption rights or preferential tax protection agreements, that could reduce the amount of funds available for the payment of distributions on our common stock or otherwise negatively affect our common stockholders. In addition, under certain circumstances, the issuance of preferred stock, a new class of OP Units, or a separate class or series of common stock may render more difficult or tend to discourage:

•a merger, offer or proxy contest;

•the assumption of control by a holder of a large block of our securities;

•the removal of incumbent management; and/or

•liquidity options that otherwise may be available.

We are not limited to making acquisitions with cash or borrowings.

We are not limited to making acquisitions with cash or borrowings. We may also make investments through either public or private offerings of equity securities from us or the Operating Partnership, and we may do so when attractive acquisition opportunities are available. We are not limited in the number or size of investments we may make with equity issuances, and we may effect a merger, business combination or another significant transaction through equity issuances. Such issuances may be comprised of existing classes of shares of our common stock or OP Units in the Operating Partnership, new classes of shares of our common stock or OP Units in the Operating Partnership with preferential terms compared to those of our existing investors (such as preferred stock, preferred OP Units, or contractual obligations to provide protection from adverse tax consequences), or tenancy-in-common interests. We and the Operating Partnership may, with the approval of a majority of our independent directors, agree to pay additional fees to the Advisor, the Dealer Manager and their affiliates in connection with any such transactions, which may negatively affect the NAV of our stockholders’ shares, our ability to pay distributions and our stockholders’ overall return.

The limit on the percentage of shares of our common stock that any person may own may discourage a takeover or business combination that may have benefited our stockholders.

Our charter restricts the direct or indirect ownership by one person or entity to no more than 9.8% of the value of our then outstanding capital stock (which includes common stock and any preferred stock we may issue) and no more than 9.8% of the value or number of shares, whichever is more restrictive, of our then outstanding common stock. This restriction may discourage a change of control of us and may deter individuals or entities from making tender offers for shares of our common stock on terms that might be financially attractive to our stockholders or which may cause a change in our management. This ownership restriction may also prohibit business combinations that would have otherwise been approved by our board of directors and our stockholders. In addition to deterring potential transactions that may be favorable to our stockholders, these provisions may also decrease our stockholders’ ability to sell their shares of our common stock.

Although we are not currently afforded the full protection of the Maryland General Corporation Law relating to deterring or defending hostile takeovers, our board of directors could opt into these provisions of Maryland law in the future, which may discourage others from trying to acquire control of us and may prevent our stockholders from receiving a premium price for their stock in connection with a business combination.

Under Maryland law, “business combinations” between a Maryland corporation and certain interested stockholders or affiliates of interested stockholders are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. Also under Maryland law, control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by

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the acquirer, an officer of the corporation or an employee of the corporation who is also a director of the corporation are excluded from the vote on whether to accord voting rights to the control shares. Should our board of directors opt into these provisions of Maryland law, it may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. Similarly, provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law could provide similar anti-takeover protection.

Our charter includes a provision regarding tender offers that may discourage a stockholder from launching a tender offer for our shares.

Our charter provides that any person making a tender offer that is not otherwise subject to Regulation 14D of the Exchange Act, including any “mini-tender” offer, must comply with most of the provisions of Regulation 14D of the Exchange Act, including the notice and disclosure requirements. In addition, the offeror must provide us notice of such tender offer at least 10 business days before initiating the tender offer. If the offeror does not comply with the provisions set forth above, we will have the right to redeem that offeror’s shares, if any, and any shares acquired in such tender offer. In addition, the non-complying offeror will be responsible for all of our expenses in connection with that offeror’s noncompliance. This provision of our charter may discourage a stockholder from initiating a tender offer for our shares.

We depend on our relationships with lenders, joint venture partners, and property managers to conduct our business. If we fail to honor any of our contractual obligations, there could be a material and adverse impact on our ability to raise capital or manage our portfolio.

If we are viewed as developing underperforming properties, suffer sustained losses on our investments, default on a significant level of loans or experience significant foreclosure of our properties, our reputation could be damaged. Damage to our reputation could make it more difficult to successfully develop or acquire properties in the future and to continue to grow and expand our relationships with our lenders, joint venture partners, customers and third-party management clients, which could adversely affect our business, financial condition, NAV, results of operations and ability to make distributions.

Security incidents or cyber-attacks affecting us, the Advisor, the Dealer Manager, or Ares third-party providers could adversely affect our business by causing a disruption to our operations or the operations of Ares, the Advisor, the Dealer Manager, our transfer agent or any other party that provides us with services essential to our operations, a compromise or corruption of our confidential, personal or other sensitive information and/or damage to our business relationships or reputation or the business relationships or reputations of the Advisor, the Dealer Manager, our transfer agent or any other party that provides us with essential services, which could negatively impact our business, financial condition and operating results.

The efficient operation of our business is dependent on information systems and technology, including computer hardware and software systems, as well as data processing systems and the secure processing, storage and transmission of information, all of which are potentially vulnerable to security incidents and cyber-attacks. These attacks may take the form of an intentional attack or an unintentional event, either of which could involve a third party gaining unauthorized access to our information systems or those of the Advisor, the Dealer Manager, our transfer agent or any other party that provides us with services for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusions, including by computer hackers, nation-states or nation-state affiliated actors and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. We, along with the Advisor and the Dealer Manager, have been and expect to continue to be the target of fraudulent calls, emails and other forms of potentially malicious or otherwise negatively impacting activities and attempts to gain unauthorized access to confidential, personal or other sensitive information, which are becoming more sophisticated and difficult to detect, particularly as threat actors use artificial intelligence technologies to deploy these attacks. Artificial intelligence tools may also be susceptible to new forms of cyber-attacks, such as prompt injection attacks, which may increase our cybersecurity risks where we implement artificial intelligence technologies in our business. Cybersecurity risks are also exacerbated by the rapidly increasing volume of highly sensitive data, including our proprietary business information and intellectual property, personal information of our Advisor’s employees, the Dealer Manager, our transfer agent and others, and other sensitive information that our Adviser collects, processes and stores in its data centers and on its networks or those of its third-party service providers. Many jurisdictions have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal information, with which we and our Advisor must comply in the event of a security incident or cyber-attack.

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The result of any security incident or cyber-attack may include disrupted operations, including our, our Advisor’s, our counterparties’ or third parties’ operations, misstated or unreliable financial data, fraudulent transfers or requests for transfer of money, liability for stolen assets or improperly accessed information (including personal information), fines or penalties, investigations, increased cybersecurity protection and insurance costs, litigation, or damage to our business relationships and reputation, in each case, causing our business and results of operations to suffer or otherwise causing interruptions or malfunctions in our, our Advisor's employees’, its affiliates’ employees’, our counterparties’ or third parties’ operations. The costs related to cyber-attacks or other security incidents or disruptions may not be fully insured or indemnified by other means. As reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by Ares and third party service providers.

Ares is dependent on third-party service providers for hosting hardware, software and data processing systems that they do not control. While we rely on the cybersecurity strategy and policies implemented by Ares, which includes the performance of risk assessments on third-party providers, our reliance on them and their potential reliance on third-party providers removes certain cybersecurity functions from outside their immediate control, and cyber-attacks on us, our Advisor, the Dealer Manager, our transfer agent, Ares or on third-party service providers could adversely affect us, our business and our reputation. We cannot guarantee that Ares’ networks and its partners’ networks have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to Ares’ information technology systems or the third-party information technology systems that support services. Ares’ ability to monitor these third parties’ information security practices is limited, and they may not have adequate information security measures in place.

Security incidents and cyber-attacks may originate from a wide variety of sources, and while Ares has implemented processes, procedures and internal controls designed to mitigate cybersecurity risks and cyber-attacks, these measures do not guarantee that a security incident or cyber-attack will not occur or that our financial results or operations will not be negatively impacted by such an incident, especially because the techniques of threat actors change frequently and are often not recognized until launched, and may be enhanced by artificial intelligence technologies. Ares relies on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on their information systems, as well as on policies and procedures to protect against the unauthorized or unlawful disclosure of confidential, personal or other sensitive information. Although Ares takes protective measures and endeavors to strengthen its computer systems, software, technology assets and networks to prevent and address potential security incidents and cyber-attacks, there can be no assurance that any of these measures prove effective. Ares expects to be required to devote increasing levels of funding and resources, which may in part be allocated to us, to comply with evolving cybersecurity and privacy laws and regulations and to continually monitor and enhance its cybersecurity procedures and controls.

Even the most well-protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and may be enhanced by artificial intelligence technologies, and in some cases are designed to not be detected and, in fact, may not be detected. Moreover, our systems, servers and platforms and those of our third party service providers may be vulnerable to computer viruses or physical or electronic break-ins and similar disruptions that our or their security measures may not detect, which could cause system interruptions, website slowdown or unavailability, delays in communication or loss of data. Accordingly, we and our service providers may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us and our service providers to entirely mitigate this risk. We may need to expend significant resources and make significant capital investment to protect against security breaches or to mitigate the impact of any such breaches. There can be no assurance that we or our third party service providers will be successful in preventing cyber-attacks or successfully mitigate their effects. Cybersecurity risks require continuous and increasing attention and other resources from us to, among other actions, identify and quantify these risks, upgrade and expand our technologies, systems and processes to adequately address such risks. Such attention diverts time and other resources from other activities and there is no assurance that our efforts will be effective.

In addition, cybersecurity is a priority for regulators around the world. State and federal laws and regulations related to cybersecurity compliance continue to evolve and change, which may require substantial investments in new technology, software and personnel, which could affect our profitability. The SEC requires public companies to disclose material cybersecurity incidents on Form 8-K and provide periodic disclosure regarding their cybersecurity risk management, strategy, and governance in annual reports.

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With the SEC particularly focused on cybersecurity, we expect increased scrutiny of our, our Advisor’s, and Ares’ policies and systems designed to manage cybersecurity risks and related disclosures. We also expect to face increased costs to comply with the new SEC rules, including increased costs for cybersecurity training and management. Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information, including, the California Consumer Privacy Act and the New York SHIELD Act. The SEC has also indicated that one of its examination priorities for the Office of Compliance Inspections and Examinations is to continue to examine cybersecurity procedures and controls, including testing the implementation of these procedures and controls. If we fail to comply with the relevant laws and regulations, we could suffer financial loss, a disruption of our business, liability to investors, regulatory intervention or reputational damage.

The termination or replacement of the Advisor could trigger a repayment event under our mortgage loans for some of our properties and the credit agreement governing any line of credit or other form of unsecured debt that we obtain, or a default under other agreements.

Lenders for certain of our properties may request provisions in the mortgage loan documentation that would make the termination or replacement of the Advisor an event requiring the immediate repayment of the full outstanding balance of the loan. Similarly, under any line of credit or other form of unsecured debt such as term loans that we currently have, or we may obtain in the future, the termination or replacement of the Advisor could trigger repayment of outstanding amounts under the credit agreement governing that line of credit or other form of unsecured debt. If a debt repayment event occurs, our results of operations, ability to pay distributions, and financial condition may be adversely affected. The termination or replacement of the Advisor also could trigger a default under the permitted transfer provisions of certain agreements, including joint ventures.

The success of our securities offerings is dependent, in part, on the ability of the Dealer Manager to retain key employees and to successfully build and maintain a network of licensed broker-dealers.

The success of our securities offerings and our ability to implement our business strategy are dependent upon the ability of the Dealer Manager to retain key employees and to build and maintain a network of licensed securities broker-dealers and other agents. If the Dealer Manager is unable to retain qualified employees or build and maintain a sufficient network of participating broker-dealers to distribute shares in our securities offerings, we may not be able to raise adequate proceeds through our securities offerings to implement our investment strategy. In addition, the Dealer Manager currently serves and may in the future serve as dealer manager for other issuers. As a result, the Dealer Manager may experience conflicts of interest in allocating its time between our securities offerings and such other issuers, which could adversely affect our ability to raise adequate proceeds through our securities offerings and implement our investment strategy. Further, the participating broker-dealers retained by the Dealer Manager may have numerous competing investment products, some with similar or identical investment strategies and areas of focus as us, which they may elect to emphasize to their retail clients.

Technological developments in artificial intelligence could disrupt the markets in which we and our borrowers operate and subject us to increased competition, legal and regulatory risks and compliance costs.

Artificial intelligence, including machine learning technology and generative artificial intelligence, is rapidly evolving. While the full extent of current or future risks related thereto is not possible to predict, artificial intelligence could significantly disrupt the business models and markets in which we and our borrowers operate and subject us to increased competition, legal and regulatory risks and compliance costs, any of which could have a material adverse effect on our business, financial condition and results of operations.

We, our Advisor and Ares use and plan to expand our use of artificial intelligence tools and technologies in the operation of our business and their businesses. These uses come with potential risks, including, but not limited to, generation of inaccurate results, misuse or disclosures of confidential information, infringement of third-party intellectual property rights, potential cybersecurity vulnerabilities, reputational risk and regulatory burdens. In addition, artificial intelligence models may create outputs that are flawed, inaccurate, biased, or that infringe or misappropriate intellectual property of third parties. The models may also be subject to new or different modes of cyber-attacks, including prompt injection attacks, and such attacks may be able to circumvent cybersecurity tools and processes that we or the providers of such tools have in place. To the extent we rely on such technologies, these risks could negatively impact our business. There is also a risk that artificial intelligence tools or applications may be misused by our Advisor’s employees or the employees of its affiliates, and/or third parties engaged by us, our Advisor or Ares. For example, an employee may input confidential information, including material non-public information, trade secrets, or personal information, into artificial intelligence technologies in a manner that results in such information becoming part of a dataset that is accessible by third-party artificial intelligence

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applications and users, including our competitors. Further, we, our Advisor or Ares may not be able to control how any third-party artificial intelligence technologies that we, our Advisor or Ares use are developed or maintained, or how data is used or disclosed, even where we have contractual protections with respect to these matters. The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations and/or actions.

We may also be exposed to competitive risks related to the adoption of artificial intelligence or other new technologies by others within our industry. If our competitors are more successful than us in the use of artificial intelligence or development of services or products based on artificial intelligence, or we adopt artificial intelligence at a slower pace than others, we may be at a competitive disadvantage.

Finally, regulations related to artificial intelligence may also impose on us, our Advisor and Ares certain obligations and costs related to monitoring and compliance, and we, our Advisor and Ares could be subject to regulatory action if we, our Advisor or Ares are deemed not to have complied.

Increasing scrutiny from stakeholders and regulators with respect to sustainability matters may impose additional costs and expose us to additional risks.

Our business faces increasing public scrutiny related to sustainability activities. A variety of organizations measure the performance of companies on sustainability topics, and the results of these assessments are widely publicized. Certain institutional investors may consider such sustainability ratings and measures in making their investment decisions. If our sustainability ratings or performance do not meet the standards set by such investors or our stockholders, they may choose to exclude our securities from their investments.

We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, including, but not limited to human rights, climate change and environmental stewardship, support for local communities, corporate governance and transparency, or consideration of sustainability factors in our investment processes. Adverse incidents with respect to sustainability activities could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations.

“Anti-ESG” sentiment has gained momentum across the U.S., with several states, the executive branch and federal agencies, and Congress having proposed, enacted or indicated an intent to pursue “anti-ESG” policies, legislation, or initiatives, have issued related legal opinions, and pursued related investigations and litigation. If investors subject to “anti-ESG” legislation view our Manager’s responsible investing or sustainability practices as being in contradiction of such “anti-ESG” policies, legislation, initiatives or legal opinions, such investors may not invest in us and it could negatively impact the price of our common stock. In addition, corporate diversity, equity and inclusion (“DEI”) practices have recently come under increasing scrutiny. For example, some conservative groups and federal and state officials have asserted that the U.S. Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters. Several media campaigns and cases alleging discrimination based on such arguments have been initiated since the decision and, in January 2025, the Trump Administration signed a number of Executive Orders focused on DEI, which caution the private sector to end “illegal DEI discrimination and preferences” and preview upcoming compliance investigations of private entities, including publicly traded companies. Agencies across the federal government, including the Department of Justice, the Federal Communications Commission, and the Equal Employment Opportunity Commission, have been focusing on DEI-related investigations and enforcement. It is uncertain how the interpretation, application, and enforcement of laws (including U.S. state and federal nondiscrimination laws), policies, and public sentiment related to DEI will evolve, and it may become increasingly challenging to establish global DEI-related policies and programs that meet the varied laws, policies, and norms of different jurisdictions. If we do not successfully manage expectations across varied stakeholder interests, it could erode stakeholder trust, impact our reputation and constrain our investment opportunities. Such scrutiny of both sustainability and DEI related practices could expose our Manager to the risk of litigation, investigations or challenges by federal or state authorities or result in reputational harm.

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There is also regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of sustainability factors in order to allow investors to validate and better understand sustainability claims. For example, the SEC sometimes reviews compliance with sustainability commitments in examinations and has taken enforcement actions against registered investment advisers for not establishing adequate or consistently implementing responsible investment policies and procedures to meet sustainability commitments to investors.

In addition, compliance with any new laws or regulations increases our regulatory burden and could result in increased legal, accounting and compliance costs, make some activities more difficult, time-consuming and costly, affect the manner in which we conduct our business and adversely affect our profitability.

RISKS RELATED TO INVESTMENTS IN REAL PROPERTY

Real properties are illiquid investments, and we may be unable to adjust our portfolio in response to changes in economic or other conditions or sell a property if or when we decide to do so.

Real properties are illiquid investments and we may be unable to adjust our portfolio in response to changes in economic or other conditions. In addition, the real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any real property for the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We cannot predict the length of time needed to find a willing purchaser and to close the sale of a real property. We may acquire real properties that are subject to contractual “lock-out” provisions that could restrict our ability to dispose of the real property for a period of time. In addition, U.S. federal tax laws that impose a 100% excise tax on gains from sales of dealer property by a REIT (generally, property held for sale, rather than investment) could limit our ability to sell properties and may affect our ability to sell properties without adversely affecting returns to our stockholders. These restrictions could adversely affect our results of operations and financial condition.

We may also be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure our stockholders that we will have funds available to correct such defects or to make such improvements.

In acquiring a real property, we may agree to restrictions that prohibit the sale of that real property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that real property. Our real properties may also be subject to resale restrictions. All of these provisions would restrict our ability to sell a property.

We are dependent on customers for revenue, and our inability to lease our real properties or to collect rent from our customers may adversely affect our results of operations, NAV and returns to our stockholders.

Our revenues from our real property investments are dependent on our ability to lease our real properties and the creditworthiness of our customers and would be adversely affected by the loss of or default by one or more significant lessees. Furthermore, certain of our assets may utilize leases with payments directly related to tenant sales, where some or all of the amount of rent that we charge a tenant is calculated as a percentage of such tenant’s revenues over a fixed period of time, and a reduction in sales can reduce the amount of the lease payments required to be made to us by customers leasing space in such assets. The success of those real properties depends on the financial stability of the respective customers. The financial results of our customers can depend on several factors, including but not limited to the general business environment, interest rates, inflation, the availability of credit, taxation and overall consumer confidence.

In addition, our ability to increase our revenues and operating income partially depends on steady growth of demand for the products and services offered by the customers located in the assets that we own and manage. A drop in demand, as a result of a slowdown in the U.S. and global economies or otherwise, could result in a reduction in tenant performance and consequently, adversely affect our results of operations, NAV and returns to our stockholders. Inflation could also have an adverse effect on consumer spending which could impact our customers’ sales and, in turn, our percentage rents, where applicable. Conversely, deflation could lead to downward pressure on rents and other sources of income.

If indicators of impairment exist in any of our real properties, for example, we experience negative operating trends such as prolonged vacancies or operating losses, we may not recover some or all of our investment. Refer to “Note 3 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for historical information regarding our impairments.

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Lease payment defaults by customers could cause us to reduce the amount of distributions to our stockholders and could force us to find an alternative source of funds to make mortgage payments on any mortgage loans or payments due under our unsecured credit facilities. In the event of a tenant default, we may also experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-leasing our real property. If a lease is terminated, we may be unable to lease the real property for the rent previously received or sell the real property without incurring a loss.

Similarly, certain of our other commercial properties are leased out to single customers or customers that are otherwise reliant on a single enterprise to remain in business. Adverse impacts to such customers, businesses or operators, including as a result of changes in market or economic conditions, natural disasters, outbreaks of an infectious disease, pandemic or any other serious public health concern, political events or other factors that may impact the operation of these properties, may have negative effects on the business and financial results. As a result, some of the customer or operators have been, and may in the future be, required to suspend operations at our properties for what could be an extended period of time. Further, if such customers default under their leases or such operators are unable to operate the assets, we may not be able to promptly enter into a new lease or operating arrangement for such properties, rental rates or other terms under any new leases or operating arrangement may be less favorable than the terms of the current lease or operating arrangement or we may be required to make capital improvements to such properties for a new customer or operator, any of which could adversely impact our operating results.

If the market for commercial real estate experiences increased vacancy rates, particularly in certain large metropolitan areas, it could result in lower revenues for us.

In the relatively recent past, there have been global economic downturns that negatively impacted the commercial real estate market in the U.S., and resulted in, among other things, increased tenant defaults under leases, generally lower demand for rentable space, and an oversupply of rentable space, all of which could lead to increased concessions, tenant improvement expenditures or reduced rental rates to maintain occupancies. We believe that the risks associated with our business could be more severe if the economy deteriorates again or if commercial real estate values decline. Our revenues will decline and our NAV and ability to pay distributions will be negatively impacted if our commercial properties experience higher vacancy rates or decline in value.

A real property that incurs a vacancy could be difficult to sell or re-lease.

A real property may incur a vacancy either by the continued default of a customer under its lease or the expiration of the lease. In addition, certain of the real properties we acquire may have some vacancies at the time of closing. Certain other real properties may be specifically suited to the particular needs of a customer and such real property may become vacant. Certain of our leases with retail customers contain provisions giving the particular tenant the exclusive right to sell particular types of merchandise or provide specific types of services within the particular retail center. These provisions may limit the number and types of prospective customers interested in leasing space in a particular retail property. Therefore, we may have difficulty obtaining a new tenant for any vacant space we have in our real properties. In certain cases, we may need to offer free rent or other concessions to attract customers. If the vacancy continues for a long period of time, we would suffer reduced revenues, which could materially and adversely affect our liquidity and NAV, and result in lower distributions to our stockholders. In addition, the resale value of the real property could be diminished because the market value may depend principally upon the value of the leases of such real property.

Adverse economic and other conditions in the regions where our assets are located may have a significant adverse impact on our financial results.

A deterioration of general economic or other relevant conditions, general demand for certain types of properties, changes in governmental laws and regulations, acts of nature, demographics or other factors in any of the states or the geographic region in which our assets are located could result in the loss of a tenant, a decrease in the demand for our properties and a decrease in our revenues from those markets, which in turn may have a disproportionate and material adverse effect on our results of operations and financial condition. In addition, some of our investments are located in areas that are more susceptible to natural disasters, and therefore, our customers and properties are particularly susceptible to revenue loss, cost increase or damage caused by earthquakes or other severe weather conditions or natural disasters. Any significant loss due

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to a natural disaster may not be covered by insurance and may lead to an increase in the cost of insurance and expenses for our customers, or could limit the future availability of such insurance, which could limit our customers’ ability to satisfy their obligations to us.

In addition, our results of operations depend substantially on our ability to lease the spaces available in the assets that we own as well as the price at which we lease such space. Adverse conditions in the regions and specific markets where we operate may reduce our ability to lease our properties, reduce occupancy levels, restrict our ability to increase lease prices and force us to lower lease prices and/or offer tenant incentives. Should our assets fail to generate sufficient revenues for us to meet our obligations, our financial condition and results of operations, as well as our NAV and ability to make distributions or repay debt, could be adversely affected.

We may be adversely affected by trends in the office real estate industry.

Some businesses are rapidly evolving to make employee telecommuting, flexible work schedules, open workplaces and teleconferencing increasingly common. These practices enable businesses to reduce their space requirements. A continuation of the movement towards these practices could over time erode the overall demand for office space and, in turn, place downward pressure on occupancy, rental rates and property valuations, each of which could have an adverse effect on our financial position, results of operations, cash flows and ability to make expected distributions to our stockholders. We may also be negatively impacted by competition from other short-term office or shared space leasing companies.

Properties that have significant vacancies, especially value-add or other types of discounted real estate assets, may experience delays in leasing up or could be difficult to sell, which could diminish our return on these properties and the return on our stockholders’ investments.

Our investments in value-add properties or other types of discounted properties may have significant vacancies at the time of acquisition and/or thereafter. If vacancies continue for a prolonged period of time beyond the expected lease-up stage that we anticipate will follow any redevelopment or repositioning efforts, we may suffer reduced revenues, resulting in less cash available for distributions to our stockholders. In certain cases, we may need to offer free rent or other concessions to attract customers. In addition, the resale value of the property could be diminished because the market value of a particular property depends principally upon the value of the cash flow generated by the leases associated with that property. Such a reduction on the resale value of a property could also reduce our NAV and the overall return on our stockholders’ investment.

Changes in supply of or demand for similar real properties in a particular area may increase the price of real properties we seek to purchase or adversely affect the value of the real properties that we own.

The real estate industry is subject to market forces and we are unable to predict certain market changes including changes in supply of or demand for similar real properties in a particular area. For example, if demand for the types of real properties in which we seek to invest were to sharply increase or supply of those assets were to sharply decrease, the prices to acquire those assets could rise significantly. Any potential purchase of an overpriced asset could decrease our rate of return on these investments and result in lower operating results and overall returns to our stockholders. Likewise, a sharp decrease in demand or increase in supply could adversely affect leasing rates and occupancy, which could lower operating results, our NAV and overall returns to our stockholders.

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Actions of our joint venture partners could adversely impact our performance.

We have entered into and may continue to enter into joint ventures with third parties, including entities that are affiliated with the Advisor or entities sponsored or advised by affiliates of the Sponsor. We may be a general partner or a limited partner. Such venture may give substantial discretionary authority to a third party general partner or to an affiliate of the Advisor or Sponsor as general partner. We have purchased and developed and may also continue to purchase and develop properties in joint ventures or in partnerships, co-tenancies or other co-ownership arrangements with the sellers of the properties, affiliates of the sellers, developers or other persons. Such investments may involve risks not otherwise present with a direct investment in real estate, including, for example:

•the possibility that our venture partner, co-tenant or partner in an investment might become bankrupt or otherwise be unable to meet its capital contribution obligations;

•that such venture partner, co-tenant or partner may at any time have economic or business interests or goals which are or which become inconsistent with our business interests or goals;

•that such venture partner, co-tenant or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives;

•that actions by such venture partner, co-tenant or partner could adversely affect our reputation, negatively impacting our ability to conduct business; or

•that such venture partner, co-tenant or partner has legal or other effective control over the asset, partnership or venture.

Actions by a joint venture partner or co-tenant might have the result of subjecting the property to liabilities in excess of those contemplated and may have the effect of reducing our stockholders’ returns.

Under certain joint venture arrangements, neither venture partner may have the power to control the venture, and an impasse could be reached, which might have a negative influence on the joint venture and decrease potential returns to our stockholders. In the event that a venture partner has a right of first refusal to buy out the other partner, it may be unable to finance such a buy-out at that time. It may also be difficult for us to sell our interest in any such joint venture or partnership or as a co-tenant in a particular property. In addition, to the extent that our joint venture partner or co-tenant is an affiliate of the Advisor or an entity sponsored or advised by affiliates of the Sponsor, certain conflicts of interest will exist.

We compete with numerous other parties or entities for real property investments and customers, and we may not compete successfully.

We compete with numerous other persons or entities seeking to buy real properties or to attract customers to real properties we already own, which may have a negative impact on our ability to acquire real properties or attract customers on favorable terms, if at all, and the returns on our real properties. These persons or entities may have greater experience and financial strength than us. For example, our competitors may be willing to offer space at rental rates below our rates, causing us to lose existing or potential customers and pressuring us to reduce our rental rates to retain existing customers or convince new customers to lease space at our properties. Similarly, the opening of new competing assets near the assets that we own may hinder our ability to renew our existing leases or to lease to new customers, because the proximity of new competitors may divert existing or new customers to such competitors. In addition, if market rental rates decline during the term of an existing lease, we may be unable to renew or find a new tenant without lowering the rental rate. Each of these factors could adversely affect our results of operations, financial condition, NAV and ability to repay debt, and pay distributions to our stockholders.

Delays in the selection, acquisition, development and construction of real properties or debt investments may have adverse effects on portfolio diversification, results of operations and returns to our stockholders.

Delays we encounter in selecting, acquiring and developing additional real properties or debt investments could adversely affect our stockholders’ returns. The uncertain state of the real estate markets in recent years and the resulting incentives of lenders and sellers to retain their investments had previously led to generally lower transaction volume in the broader real estate market and for us, in part due to pricing and valuation uncertainties. It is possible that such disruptions and uncertainties may reoccur. Alternatively, increased competition for high quality investments may also limit our ability to make incremental accretive investments in real properties and debt investments. These factors may continue to have a

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negative effect on our stockholders’ returns, and may also hinder our ability to reach our portfolio diversification objectives.

In addition, where properties are acquired prior to the start of construction or during the early stages of construction, it will typically take several months to complete construction and rent available space. Therefore, we may not receive any income from these properties for a significant period of time or at all if we are required to abandon such construction following acquisition, and distributions to our stockholders could suffer. Delays in the completion of construction could give customers the right to terminate preconstruction leases for space at a newly developed project. We may incur additional risks when we make periodic progress payments or other advances to builders prior to completion of construction. Each of those factors could result in increased costs of a project or loss of our investment. In addition, we will be subject to normal lease-up risks relating to newly constructed projects. Furthermore, the price we agree to for a real property will be based on our projections of rental income and expenses and estimates of the fair market value of the real property upon completion of construction. If our projections are inaccurate, we may pay too much for a property.

We may be unable to achieve our diversification goals or to realize benefits from diversification.

We are primarily focused on investing in and operating a diverse portfolio of real property and investing in other real estate-related assets. We currently focus our investment activities primarily across the major U.S. property sectors (residential, industrial, retail, office and data center) and investments in real estate debt and securities. To a lesser extent, we invest in and/or intend to strategically invest in geographies outside of the U.S., which may include Canada, Mexico, the United Kingdom, Europe, Japan and other foreign jurisdictions, and in other sectors such as student housing, data centers, credit lease and self-storage, properties in sectors adjacent to our primary investment sectors and/or infrastructure, to create a diversified blend of current income and long-term value appreciation. Although there can be no assurance that we will achieve this objective, we intend to diversify our portfolio by key portfolio attributes including, but not limited to, (i) property sector and type, (ii) target market, with consideration given to geographic concentrations, (iii) average lease terms and portfolio occupancy expectations, (iv) customer concentrations, including credit and exposure to particular businesses or industries and (v) debt profile with the goal of maximizing flexibility while seeking to minimize cost and mitigate the risks associated with changes in interest rates and debt maturities. However, we may not successfully implement our diversification strategy. Even if we do fully achieve our diversification goals, it is possible our diversified portfolio will not perform as well as a portfolio that is concentrated in a particular type of real estate.

We may alter our exposure to various real property sectors and we may not always own properties in each sector.

We currently focus our investment activities primarily across the major U.S. property sectors (residential, industrial, retail, office and data center) and investments in real estate debt and securities but to a lesser extent intend to strategically invest in other sectors such as student housing, data centers, credit lease, self-storage, properties in sectors adjacent to our primary investment sectors and/or infrastructure. Although we aim to diversify our real property portfolio by owning properties in a number of these sectors, we may not always have significant holdings, or any holdings at all, in each sector. We may elect to increase or decrease our holdings in each sector at any time and we may change our target property sectors at any time. If we decrease or eliminate our holdings in any property sector or cease to target any of these property sectors our real property portfolio will be less diversified and we may not realize the benefits of diversification.

We are subject to the risk that, with respect to assets that we have acquired and may acquire based on growth potential, such growth potential is not realized.

We believe that market conditions may cause us to continue to explore in certain markets the disposition of higher-yielding assets and in certain target markets the acquisition of assets that may generate lower initial yields but with greater growth potential. Although there can be no assurance that we will continue to pursue this strategy or be successful in its execution, for some period of time this may mean that higher-yielding assets are sold from our portfolio in exchange for assets that initially may produce lower current income but which we believe may generate increased income over time through increased tenant demand and/or rental rate growth in order to generate long-term growth in NAV. With respect to such assets, we are subject to the risk that the expected growth potential is not realized. This may result from a variety of factors, including but not limited to unanticipated changes in local market conditions or increased competition for similar properties in the same market. Acquiring properties that do not realize their expected growth potential, or properties that take longer than expected to realize their growth potential, would likely negatively affect our NAV, limit our ability to pay distributions to our stockholders and reduce their overall returns.

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Our real properties are subject to property and other taxes that may increase in the future, which could adversely affect our cash flow.

Our real properties are subject to real and personal property and other taxes that may increase as tax rates change and as the properties are assessed or reassessed by taxing authorities. Certain of our leases provide that the property taxes, or increases therein, are charged to the lessees as an expense related to the real properties that they occupy while other leases will generally provide that we are responsible for such taxes. In any case, as the owner of the properties, we are ultimately responsible for payment of the taxes to the applicable governmental authorities. If property taxes increase, our customers may be unable to make the required tax payments, ultimately requiring us to pay the taxes even if otherwise stated under the terms of the lease. If we fail to pay any such taxes, the applicable taxing authorities may place a lien on the property and the property may be subject to a tax sale. In addition, we will generally be responsible for property taxes related to any vacant space.

Changes to the U.S. federal income tax laws could have a significant negative impact on our business operations, financial condition and earnings.

U.S. federal income tax laws governing REITs and other corporations and the administrative interpretations of those laws may be amended at any time, potentially with retroactive effect. Future legislation, new regulations, administrative interpretations or court decisions could adversely affect our ability to qualify as a REIT or adversely affect our stockholders.

We are subject to litigation from time to time that could adversely affect our results of operations.

We are a defendant from time to time in lawsuits and/or regulatory proceedings relating to our business. Unfavorable outcomes resulting from such lawsuits and/or regulatory proceedings could adversely impact our business, financial condition, NAV or results of operations.

Uninsured losses or premiums for insurance coverage relating to real property may adversely affect our operating results.

There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders sometimes require commercial property owners to purchase specific coverage against terrorism as a condition for providing mortgage loans. These policies may not be available at a reasonable cost, if at all, which could inhibit our ability to finance or refinance our real properties. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. Changes in the cost or availability of insurance could expose us to uninsured property or casualty losses. In the event that any of our real properties incurs a property or casualty loss that is not fully covered by insurance, the value of our assets will be reduced by any such uninsured loss. In addition, we could be held liable for indemnifying possible victims of an accident. We cannot assure our stockholders that funding will be available to us for the repair or reconstruction of damaged real property in the future or for liability payments to accident victims.

The real estate industry is subject to extensive regulation, which may result in higher expenses or other negative consequences that could adversely affect us.

Our activities are subject to federal, state and municipal laws, and to regulations, authorizations and license requirements with respect to, among other things, zoning, environmental protection and historical heritage, all of which may affect our business. We may be required to obtain licenses and permits with different governmental authorities in order to acquire and manage our assets.

In addition, public authorities may enact new and more stringent standards, or interpret existing laws and regulations in a more restrictive manner, which may force companies in the real estate industry, including us, to spend funds to comply with these new rules, alter the use and occupancy of certain properties, or reduce revenue. Currently across the United States and elsewhere, owners of real property, especially those occupied by individuals (e.g., apartments), as well as industrial warehouses and distribution centers, are coming under increased scrutiny from local, state and federal authorities as well as tenant activist groups. Some are taking proactive measures, either in the form of legislation, administrative actions, or litigation, that could ultimately adversely affect our results from operations, cash flow, distributions and NAV.

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In the event of noncompliance with such laws, regulations, licenses and authorizations, we may face the payment of fines, project shutdowns, cancellation of licenses, and revocation of authorizations, in addition to other civil and criminal penalties.

Environmentally hazardous conditions may adversely affect our operating results.

Under various federal, state and local environmental laws, a current or previous owner or operator of real property may be liable for the cost of removing or remediating hazardous or toxic substances on such real property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Third parties may also sue the owner or operator of a site for damages based on personal injury, natural resources or property damage or other costs, including investigation and clean-up costs resulting from the environmental contamination. In addition, the presence of hazardous substances, or the failure to properly remediate these substances, may adversely affect our ability to sell, rent or pledge such real property as collateral for future borrowings. Environmental laws also may impose restrictions on the manner in which real property may be used or businesses may be operated. A property owner who violates environmental laws may be subject to sanctions, which may be enforced by government agencies or, in certain circumstances, private parties.

Environmental laws in the U.S. also require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, adequately inform or train those who may come into contact with asbestos and undertake special precautions, including removal or other abatement, in the event that asbestos is disturbed during building renovation or demolition. These laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos. Some of our properties may contain asbestos-containing building materials.

We may invest in properties historically used for industrial, manufacturing and commercial purposes. Some of these properties may contain at the time of our investment, or may have contained prior to our investment, underground storage tanks for the storage of petroleum products and other hazardous or toxic substances. All of these operations create a potential for the release of petroleum products or other hazardous or toxic substances. Some of the properties that we acquire may be adjacent to or near other properties that have contained or then currently contain underground storage tanks used to store petroleum products or other hazardous or toxic substances. In addition, certain of the properties that we acquire may be on or adjacent to or near other properties upon which others, including former owners or customers of our properties, have engaged, or may in the future engage, in activities that may release petroleum products or other hazardous or toxic substances.

From time to time, we may acquire properties, or interests in properties, with known adverse environmental conditions where we believe that the environmental liabilities associated with these conditions are quantifiable and that the acquisition will yield an appropriate risk-adjusted return. In such an instance, we will underwrite the costs of environmental investigation, clean-up and monitoring into the cost. Further, in connection with property dispositions, we may agree to remain responsible for, and to bear the cost of, remediating or monitoring certain environmental conditions on the properties.

Generally, our properties are subject to a Phase I or similar environmental assessment by independent environmental consultants prior to or in connection with our acquisition of such properties. Phase I assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. Phase I assessments generally include a historical review, a public records review, an investigation of the surveyed site and surrounding properties and preparation and issuance of a written report, but do not include soil sampling or subsurface investigations and typically do not include an asbestos survey. We cannot give any assurance that an environmental liability that we believe would have a material adverse effect on our business, financial condition or results of operations taken as a whole, will not currently exist at the time of acquisition or may not arise in the future, with respect to any of our properties. Material environmental conditions, liabilities or compliance concerns may arise after an environmental assessment has been completed. Moreover, there can be no assurance that future laws, ordinances or regulations will not impose any material environmental liability, or that the then current environmental condition of our properties will not be affected by customers, by the condition of land or operations in the vicinity of such properties (such as releases from underground storage tanks), or by third parties unrelated to us.

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Costs of complying with governmental laws and regulations related to environmental protection and human health and safety may be high.

All real property and the operations conducted on the real property are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. Some of these laws and regulations may impose joint and several liability on customers, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. Leasing properties to customers that engage in industrial, manufacturing, and commercial activities will cause us to be subject to the risk of liabilities under environmental laws and regulations. In addition, the presence of hazardous or toxic substances, or the failure to properly remediate these substances, may adversely affect our ability to sell, rent or pledge such property as collateral for future borrowings.

Some of these laws and regulations have been amended so as to require compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require us to incur material expenditures. Future laws, ordinances or regulations may impose material environmental liability. Additionally, our customers’ operations, the existing condition of land when we buy it, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our properties. In addition, there are various local, state and federal fire, health, life-safety and similar regulations with which we may be required to comply, and which may subject us to liability in the form of fines or damages for noncompliance. The cost of defending against environmental claims, of any damages or fines we must pay, of compliance with environmental regulatory requirements or of remediating any contaminated real property could materially and adversely affect our business, lower the value of our assets or results of operations and, consequently, lower our NAV and the amounts available for distribution to our stockholders.

In addition, changes in these laws and governmental regulations, or their interpretation by agencies or the courts, could occur.

The sale and disposition of real properties carry certain litigation risks at the property level that may reduce our profitability and the return on our stockholders’ investments.

The acquisition, ownership and disposition of real properties carry certain specific litigation risks. Litigation may be commenced with respect to a property acquired by us in relation to activities that took place prior to our acquisition of such property. In addition, at the time of disposition of an individual property, a potential buyer may claim that it should have been afforded the opportunity to purchase the asset or alternatively that such potential buyer should be awarded due diligence expenses incurred or statutory damages for misrepresentation relating to disclosure made, if such buyer is passed over in favor of another as part of our efforts to maximize sale proceeds. Similarly, successful buyers may later sue us under various damage theories, including those sounding in tort, for losses associated with latent defects or other problems not uncovered in due diligence.

The costs associated with complying with the Americans with Disabilities Act and the Fair Housing Amendment Act may reduce the amount of cash available for distribution to our stockholders.

Investment in real properties may also be subject to the Americans with Disabilities Act of 1990, as amended (the “Disabilities Act”), and the Fair Housing Amendment Act, as amended (the “Fair Housing Act”). Under the Disabilities Act, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The Disabilities Act has separate compliance requirements for “public accommodations” and “commercial facilities” which generally require that buildings and services be made accessible and available to people with disabilities. The Disabilities Act’s requirements could require us to remove access barriers and our failure to comply with the Disabilities Act’s requirements could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. The Fair Housing Act requires residential dwellings first occupied after March 13, 1991 to comply with design and construction requirements related to access and use by disabled persons. We will attempt to acquire properties that comply with these acts or place the burden on the seller or other third party, such as a customer, to ensure compliance with these acts. We cannot assure our stockholders that we will be able to acquire properties or allocate responsibilities in this manner. Any monies we use to comply with or defend lawsuits related to the Disabilities Act and Fair Housing Act will reduce our NAV and the amount of cash available for distribution to our stockholders.

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We may not have funding for future tenant improvements, which may adversely affect the value of our assets, our results of operations and returns to our stockholders.

When a tenant at one of our real properties does not renew its lease or otherwise vacates its space in one of our buildings, it is likely that, in order to attract one or more new customers, we will be required to expend substantial funds to construct new tenant improvements in the vacated space. We expect to invest the net proceeds from our securities offerings in real estate-related investments, and we do not anticipate that we will maintain permanent working capital reserves. We do not currently have an identified funding source to provide funds that may be required in the future for tenant improvements and tenant refurbishments in order to attract new customers. If we do not establish sufficient reserves for working capital or obtain adequate financing to supply necessary funds for capital improvements or similar expenses, we may be required to defer necessary or desirable improvements to our real properties. If we defer such improvements, the applicable real properties may decline in value, and it may be more difficult for us to attract or retain customers to such real properties or the amount of rent we can charge at such real properties may decrease. We cannot assure our stockholders that we will have any sources of funding available to us for the repair or reconstruction of damaged real property in the future.

Lease agreements may have specific provisions that create risks to our business and may adversely affect us.

Our lease agreements are regulated by local, municipal, state and federal laws, which may grant certain rights to customers, such as the compulsory renewal of their lease by filing lease renewal actions when certain legal conditions are met. A lease renewal action may represent two principal risks for us: (i) if we plan to vacate a given unit in order to change or adapt an asset’s mix of customers, the customer could remain in that unit by filing a lease renewal action and interfere with our strategy; and (ii) if we desire to increase the lease price for a specific unit, this increase may need to be approved in the course of a lease renewal action, and the final value could be decided at the discretion of a judge. We would then be subject to the court’s interpretation and decision, and could be forced to accept an even lower price for the lease of the unit. The compulsory renewal of our lease agreements and/or the judicial review of our lease prices may adversely affect our cash flow and our operating results.

Certain of our lease agreements may not be “triple net leases,” under which the lessee undertakes to pay all the expenses of maintaining the leased property, including insurance, taxes, utilities and repairs. We will be exposed to higher maintenance, tax and property management expenses with respect to all of our leases that are not “triple net.”

Operating expenses, such as expenses for fuel, utilities, labor, building materials and insurance are not fixed and may increase in the future. There is no guarantee that we will be able to pass such increases on to our customers. To the extent such increases cannot be passed on to our customers, any such increases would cause our cash flow, NAV and operating results to decrease.

We depend on the availability of public utilities and services, especially for water and electric power. Any reduction, interruption or cancellation of these services may adversely affect us.

Public utilities, especially those that provide water and electric power, are fundamental for the sound operation of our assets. The delayed delivery or any material reduction or prolonged interruption of these services could allow certain customers to terminate their leases or result in an increase in our costs, as we may be forced to use backup generators, which also could be insufficient to fully operate our facilities and could result in our inability to provide services. Accordingly, any interruption or limitation in the provision of these essential services may adversely affect us.

Acquiring or attempting to acquire multiple properties in a single transaction may adversely affect our operations.

From time to time, we may acquire multiple properties in a single transaction. Portfolio acquisitions typically are more complex and expensive than single-property acquisitions, and the risk that a multiple-property acquisition does not close may be greater than in a single-property acquisition. Portfolio acquisitions may also result in us owning investments in geographically dispersed markets, placing additional demands on the Advisor in managing the properties in the portfolio. In addition, a seller may require that a group of properties be purchased as a package even though we may not want to purchase one or more properties in the portfolio. In these situations, if we are unable to identify another person or entity to acquire the unwanted properties, we may be required to operate or attempt to dispose of these properties. We also may be required to accumulate a large amount of cash to fund such acquisitions. We would expect the returns that we earn on such cash to be less than the returns on investments in real property. Therefore, acquiring multiple properties in a single transaction may reduce the overall yield on our portfolio.

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In the event we obtain options to acquire properties, we may lose the amount paid for such options whether or not the underlying property is purchased.

We may obtain options to acquire certain properties. The amount paid for an option, if any, is normally surrendered if the property is not purchased and may or may not be credited against the purchase price if the property is purchased. Any unreturned option payments will reduce the amount of cash available for further investments or distributions to our stockholders.

We rely on property managers to operate our properties and leasing agents to lease vacancies in our properties.

The Advisor has hired property managers, including affiliates of the Advisor, to manage our properties and leasing agents to lease vacancies in our properties. The property managers have significant decision-making authority with respect to the management of our properties. Our ability to direct and control how our properties are managed on a day-to-day basis may be limited because we engage third parties to perform this function. Thus, the success of our business may depend in large part on the ability of our property managers to manage the day-to-day operations and the ability of our leasing agents to lease vacancies in our properties. Any adversity experienced by, or problems in our relationship with, our property managers or leasing agents could adversely impact the operation and profitability of our properties.

Our properties may be leased at below-market rates under long-term leases.

We may seek to negotiate longer-term leases to reduce the cash flow volatility associated with lease rollovers, in particular when contractual rent increases are included. In addition, where appropriate, we may seek leases that provide for operating expenses, or expense increases to be paid by the customers. These leases may allow customers to renew the lease with pre-defined rate increases. If we do not accurately judge the potential for increases in market rental rates or expenses, we may set the rental rates (or expense reimbursements) of these long-term leases at levels such that even after contractual rental increases, the resulting rental rates (or net revenues to us) are less than then-current market rental rates. Further, we may be unable to terminate those leases or adjust the rent or expense reimbursements to then-prevailing market rates. As a result, our income and distributions to our stockholders could be lower than if we did not enter into long-term leases.

Retail properties depend on anchor customers to attract shoppers and could be adversely affected by the loss of a key anchor customer.

Retail properties, like other properties, are subject to the risk that customers may be unable to make their lease payments or may decline to extend a lease upon its expiration. A lease termination by a customer that occupies a large area of a retail center (commonly referred to as an anchor customer) could impact leases of other customers. Other customers may be entitled to modify the terms of their existing leases (or terminate their leases) in the event of a lease termination by an anchor customer, or the closure of the business of an anchor customer that leaves its space vacant even if the anchor customer continues to pay rent. Any such modifications, conditions or terminations could be unfavorable to us as the property owner and could decrease rents or expense recoveries. Additionally, major customer closures may result in decreased customer traffic, which could lead to decreased sales at other stores. In the event of default by a customer or anchor store, we may experience delays and costs in enforcing our rights as landlord to recover amounts due to us under the terms of our agreements with those parties.

Our investments in industrial properties are more dependent on economic activity and trade regulation than other real estate sectors.

Some of our investments in real estate assets are in industrial properties. The demand for industrial space in the U.S. is more strongly dependent on economic activity and trade regulation than other real estate sectors. For example, customers and potential customers of our industrial properties operate in industries including e-commerce, traditional retail, third-party logistics, warehousing and manufacturing, all of which may be adversely impacted by recently enacted and proposed changes to U.S. foreign trade policies, including tariffs and other impositions on imported goods, trade sanctions imposed on certain countries, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries and other policies. Our performance may be more dependent on economic activity and trade regulation than that of real estate companies that do not invest in industrial properties.

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Student housing properties are subject to seasonality.

Student housing properties are typically leased during prime leasing seasons, and are therefore highly dependent on the effectiveness of our marketing and leasing efforts and personnel during such seasons. Additionally, student housing properties are generally on short-term leases, exposing owners of such properties to increased leasing risk. We may not be able to re-lease our properties on similar terms, if we are able to re-lease our properties at all. The terms of renewal or re-lease (including the cost of required renovations) may be less favorable to us than the prior lease. If we are unable to re-lease all or a substantial portion of our properties, or if the rental rates upon such re-leasing are significantly lower than expected rates, our cash flows from operations could be adversely affected.

Prior to the commencement of each new lease period, we prepare the units for new incoming residents. Other than revenue generated by in-place leases for returning residents, we do not generally recognize lease revenue during this period referred to as “turn” as we have no leases in place. In addition, during turn, we incur expenses preparing our units for occupancy, which we recognize immediately. This lease turn period results in seasonality in our operating results, and as a result, we may experience significantly reduced cash flows during such periods.

In addition, we may be adversely affected by a change in university admission policies. For example, if a university reduces the number of student admissions, the demand for our student housing properties may be reduced and our occupancy rates may decline. Our student housing properties also compete with university-owned student housing and other national and regional owner-operators of off-campus student housing in a number of markets as well as with smaller local owner-operators.

Our data center investments are subject to risks from changes in demand, technology and tenant preferences and competition in the data center sector.

Our data center investments are subject to operating risks common to the data center industry, which include changes in tenant demand or preferences, declines in, or disruptive innovations within, the technology industry, such as the development of artificial intelligence models that utilize significantly less power to operate, industry slowdowns, corporate downsizing, corporate relocations, increased costs of compliance with existing or new laws, rules and regulations; downturns in the market for data center space generally, such as oversupply of or reduced demand for space; increased competition, including from our tenants, who may determine to acquire or develop their own data centers; and changes in technology or industry standards that render our tenants’ current products and services or our data center facilities obsolete or unmarketable. To the extent that any of these or other adverse conditions occur, they are likely to impact market rents for, and cash flows from, our data center investments, which could have a material adverse effect on us, particularly to the extent we expand our allocation to data center investments over time.

Data centers directly or indirectly owned by us may not be suitable for re-leasing without significant capital expenditures or renovations.

Data centers may have unique or bespoke features and components that make them better suited for a specific data center user or tenant and could require significant modification in order for the owner to be able to successfully re-lease vacant space to another data center user or tenant. Any such features and components may also become outdated or obsolete.

This could lead to increased concessions, tenant improvement expenditures, or reduced rental rates to attract new tenants or maintain occupancies, which could adversely affect our cash flows and operating results.

The ability to maintain or expand occupancies at the data centers directly or indirectly owned by us could be constrained by the ability to maintain sufficient electrical power and cooling to meet tenant demand.

As current and future tenants increase their power footprint in the data centers directly or indirectly owned by us over time, the corresponding reduction in available power for use by other tenants could limit the ability to increase occupancy rates or network density within those data centers. Furthermore, at certain of such data centers, our aggregate maximum contractual obligation to provide power and cooling to the tenants may exceed the physical capacity at such data centers if tenants were to quickly increase their demand for power and cooling. In such case, if the owner is not able to increase the available power and/or cooling or move the tenant to another location within such data centers with sufficient power and cooling to meet their demand, it could lose the tenant as well as be exposed to liability. In addition, data center power and cooling systems are difficult and expensive to upgrade. Accordingly, the owner may not be able to efficiently upgrade or change its power and cooling systems to meet new demand without incurring significant costs that it may not be able to pass on to its tenants. Any such failure to maintain or expand occupancies, liabilities for failure to meet contractual obligations or additional capital improvement costs could adversely affect our business, cash flows and operating results.

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We depend on third party providers to deliver network connectivity to tenants in the data centers directly or indirectly owned by us and any delays or disruptions in connectivity may materially adversely affect our operating results and cash flows.

Although the tenants of the data centers directly or indirectly owned by us generally are responsible for their own network connectivity, we depend on the presence of telecommunications carriers’ fiber networks serving such data centers in order to attract tenants and maintain occupancies. A lack of ready availability of carrier capacity at such data centers could materially impact the ability to lease or re-lease such data centers. One or more telecommunications carriers may elect not to offer its services within such data centers or may determine to discontinue such services. Further, to the extent such carriers experience business difficulties or undergo significant structural changes, they may be forced to downsize or terminate connectivity within such data centers, which could have an adverse effect on the business of the tenants and, in turn, our operating results.

Data centers directly or indirectly owned by us may require construction and operation of a sophisticated redundant fiber network. The construction required to connect multiple carrier facilities to such data centers is complex and involves factors outside of our control, including regulatory requirements and the availability of construction resources. If the establishment of highly diverse network connectivity to such data centers does not occur, is materially delayed or is discontinued, or is subject to failure, our operating results and cash flows may be adversely affected. Additionally, any hardware or fiber failures may result in significant loss of connectivity to such data centers. This could negatively affect the ability to attract new tenants or maintain occupancies, which could have an adverse effect on our cash flows and operating results.

Our self-storage investments are subject to risks from fluctuating demand and competition as well as potential overbuilding of self-storage properties.

Our self-storage investments are subject to operating risks common to the self-storage industry, which include economic downturns, industry slowdowns, relocation of businesses and changing demographics, business layoffs or downsizing, changes in supply of, or demand for, similar self-storage properties in a particular region or market, changes in market rental rates and the inability to collect rents from customers. In addition, the self-storage industry has at times suffered from the effects of overbuilding in response to misperceptions regarding increased tenant demand. A recurrence of overbuilding in the self-storage industry could adversely impact occupancy levels at our self-storage properties, as well as limit our ability to increase rents and cause us to offer reduced rental rates.

We may be subject to tenant relief laws and may be subject to rent control laws, which could negatively impact our rental revenue.

We regularly seek to evict tenants from our residential properties who are not paying their rent or are otherwise in material violation of the terms of their lease. Eviction activities result in additional legal costs and require the time and attention of our management. The eviction process is typically subject to numerous legal requirements and mandatory “cure” policies, which may increase our costs and delay our ability to gain possession of and stabilize a property. Additionally, state and local landlord-tenant laws may impose legal duties on us to assist tenants in relocating to new housing, or restrict our ability to recover certain costs or charge tenants for damage tenants cause to our property. Because such laws vary by state and locality, we need to be familiar with and take appropriate steps to comply with applicable landlord-tenant laws in the jurisdictions in which we operate, and we incur supervisory and legal expenses to ensure such compliance. To the extent that we do not comply with state or local laws, we may be subjected to civil litigation filed by individuals, a class of plaintiffs or by state or local law enforcement. We may be required to pay our adversaries’ litigation fees and expenses if judgment is entered against us in such litigation or if we settle such litigation.

We may be subject to additional risks from non-U.S. investments.

We invest in and may continue to invest in real properties and loans located in countries outside the United States, which may include Canada, Mexico, the United Kingdom, Europe, Japan and other foreign jurisdictions, which involve certain factors not typically associated with investing in the U.S., including risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which such investments are denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; (iii) differences between U.S. and non-U.S. asset markets, including potential price volatility in and relative illiquidity of some non-U.S. markets; (iv) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and differences in government supervision and regulation; (v) certain economic, social and political risks, including potential exchange-control regulations, potential restrictions on non-U.S. investment

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and repatriation of capital, the risks associated with political, economic or social instability, including the risk of sovereign defaults, regulatory change, and the possibility of expropriation or confiscatory taxation or the imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale or disposition proceeds, and adverse economic and political developments; (vi) the possible imposition of non-U.S. taxes on income and gains and gross sales or other proceeds recognized with respect to such investments; (vii) differing and potentially less well-developed or well-tested corporate laws regarding stakeholder rights, creditors’ rights (including the rights of secured parties), fiduciary duties and the protection of investors; (viii) different laws and regulations including differences in the legal and regulatory environment or enhanced legal and regulatory compliance; (ix) political hostility to investments by foreign investors; and (x) less publicly available information. Furthermore, while we may have the capacity, but not the obligation, to mitigate such additional risks, including through the utilization of certain foreign exchange hedging instruments, there is no guarantee that we will be successful in mitigating such risks and in turn may introduce additional risks and expenses linked to such efforts.

We face possible risks associated with the physical effects of climate change.

The physical effects of climate change, including extreme weather events such as hurricanes or floods, could have a material adverse impact on our properties, operations and business. For example, our properties could be severely damaged or destroyed from either singular extreme weather events (for example floods, storms and wildfires) or through long-term impacts of climatic conditions (such as precipitation frequency, weather instability and rising sea levels). Such events could also adversely impact us or the tenants of our properties if we or they are unable to operate our or their businesses due to damage resulting from such events. If we fail to adequately prepare for such events, our revenues, results of operations and financial condition may be impacted. Climate change could also increase utility and other costs of operating our properties, including increased costs for energy and other supply chain materials, which, if not offset by rising rental income and/or paid by tenants, could have a material adverse effect on our properties, operations and business. In addition, we may incur significant costs in preparing for possible future climate change or climate-related events or in response to our tenants’ requests for such investments and we may not realize desirable returns on those investments.

RISKS RELATED TO INVESTMENTS IN REAL ESTATE-RELATED DEBT AND SECURITIES

The mortgage loans in which we invest, either directly or indirectly through real estate-related debt securities, are subject to the risk of delinquency, foreclosure and loss, which could result in losses to us.

Commercial mortgage loans are secured by commercial property and are subject to risks of delinquency and foreclosure and risks of loss. The ability of a borrower to repay a loan secured by a property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be affected by, among other things: customer mix, success of customer businesses, property management decisions, property location and condition, competition from comparable types of properties, changes in laws that increase operating expenses or limit rents that may be charged, any need to address environmental contamination at the property, the occurrence of any uninsured casualty at the property, changes in national, regional or local economic conditions and/or specific industry segments, current and potential future capital markets uncertainty, declines in regional or local real estate values, declines in regional or local rental or occupancy rates, increases in interest rates, real estate tax rates and other operating expenses, changes in governmental rules, regulations and fiscal policies, including environmental legislation, natural disasters, terrorism, social unrest and civil disturbances.

In the event of any default under a mortgage loan held directly by us, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on our cash flow from operations, and results from operations and limit amounts available for distribution to our stockholders. In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of a mortgage loan can be an expensive and lengthy process, which could have a substantial adverse effect on our anticipated return on the foreclosed mortgage loan. In addition, if we foreclose on a particular property, we could become, as owner of the property, subject to liabilities associated with such property, including liabilities related to taxes and environmental matters.

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We may make open market purchases or invest in traded securities.

Although not anticipated to be a large component of our investment strategy, we have the ability to invest in securities that are traded (publicly or through other active markets (including through private transactions)) and are, therefore, subject to the risks inherent in investing in traded securities. When investing in traded securities, we may be unable to obtain financial covenants or other contractual governance rights, including management rights that we might otherwise be able to obtain in making privately negotiated investments. Moreover, we may not have the same access to information in connection with investments in traded securities, either when investigating a potential investment or after making the investment, as compared to privately negotiated investments. Furthermore, we may be limited in our ability to make investments, and to sell existing investments, in traded securities because Ares may be deemed to have material, non-public information regarding the issuers of those securities or as a result of other internal policies or requirements. The inability to sell traded securities in these circumstances could materially adversely affect the investment results. In addition, securities acquired of a public company may, depending on the circumstances and securities laws of the relevant jurisdiction, be subject to lock-up periods.

The preferred equity, mezzanine loans and B-notes in which we invest involve greater risks of loss than senior loans secured by income-producing real properties.

We have and may continue to invest in preferred equity, mezzanine loans and/or B-notes. Preferred equity is unsecured, while mezzanine loans and B-notes substantially take the form of subordinated loans secured by second mortgages on the underlying real property or loans secured by a pledge of the ownership interests of either the entity owning the real property or the entity that owns the interest in the entity owning the real property. These types of investments involve a higher degree of risk than long-term senior mortgage loans secured by income-producing real property because the investment may become unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our preferred equity, mezzanine loan or B-note in whole or in part. In addition, there may be significant delays and costs associated with the process of foreclosing on collateral securing or supporting mezzanine loans and B-notes. If a borrower defaults on a mezzanine loan, B-note or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan or B-note will be satisfied only after the senior debt. As a result, we may not recover some or all of our investment. In addition, mezzanine loans or B-notes may have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the real property and increasing the risk of loss of principal. Further, even if we are successful in foreclosing on the equity interests serving as collateral for our mezzanine loans or B-notes, such foreclosure will result in us inheriting all of the liabilities of the underlying mortgage borrower, including the senior mortgage on the applicable property. This may result in both increased costs to us and a negative impact on our overall debt covenants and occupancy levels. In many cases a significant restructuring of the senior mortgage may be required in order for us to be willing to retain longer term ownership of the property. If we are unsuccessful in restructuring the underlying mortgage debt in these scenarios, the mortgage lender ultimately may foreclose on the property causing us to lose any remaining investment.

A portion of our debt-related investments may be considered illiquid, and we may not be able to adjust our portfolio in response to changes in economic and other conditions.

Certain of the debt-related investments that we have purchased or may purchase in the future in connection with privately negotiated transactions are not or may not be registered under the relevant securities laws, resulting in a prohibition against their transfer, sale, pledge or other disposition except in a transaction that is exempt from the registration requirements of, or is otherwise effected in accordance with, those laws. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be limited. In addition, certain of our registered securities may not be as liquid as when originally purchased.

Bridge loans may involve a greater risk of loss than conventional mortgage loans.

We may provide bridge loans secured by first lien mortgages on properties to borrowers who are typically seeking short-term capital to be used in an acquisition, development or refinancing of real estate. The borrower may have identified an undervalued asset that has been undermanaged or is located in a recovering market. If the market in which the asset is located fails to recover according to the borrower’s projections, or if the borrower fails to improve the quality of the asset’s management or the value of the asset, the borrower may not receive a sufficient return on the asset to satisfy the bridge loan, and we may not recover some or all of our investment.

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In addition, owners usually borrow funds under a conventional mortgage loan to repay a bridge loan. We may, therefore, be dependent on a borrower’s ability to obtain permanent financing to repay our bridge loan, which could depend on market conditions and other factors. Bridge loans, like other loans secured directly or indirectly by property, are subject to risks of borrower defaults, bankruptcies, fraud, losses and special hazard losses that are not covered by standard hazard insurance. In the event of any default under bridge loans held by us, we bear the risk of loss of principal and nonpayment of interest and fees to the extent of any deficiency between the value of the mortgage collateral and the principal amount of the bridge loan. Any such losses with respect to our investments in bridge loans could have an adverse effect on our NAV, results of operations and financial condition.

Interest rate and related risks may cause the value of our real estate-related securities investments to be reduced.

Interest rate risk includes the risk that fixed-income securities such as preferred and debt securities, and to a lesser extent dividend paying common stocks, will decline in value because of changes in market interest rates. Generally, when market interest rates rise, the market value of such securities will decline, and vice versa. In addition, during periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected principal payments. This may result in a below-market interest rate, an increase in the security’s duration, and a reduction in the value of the security. This is known as extension risk. During periods of declining interest rates, an issuer may be able to exercise an option to prepay principal earlier than scheduled, which is generally known as call or prepayment risk. If this occurs, we may be forced to reinvest in lower yielding securities. This is known as reinvestment risk. Preferred and debt securities frequently have call features that allow the issuer to repurchase the security prior to its stated maturity. An issuer may redeem an obligation if the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer. To the extent we invest in real estate-related securities going forward, these risks may reduce the value of such investments. Further, there is a risk that income from our portfolio will decline if we invest the proceeds from matured, traded or called securities at market interest rates that are below our real estate debt portfolio’s current earnings rate. A decline in income could affect the NAV of our shares or their overall returns.

Investments in real estate-related securities are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate-related securities.

We have and may continue to invest in real estate-related securities and our investments may consist of real estate-related common equity, preferred equity and debt securities of both publicly traded and private real estate companies. Our investments in such real estate-related securities will involve special risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer. Issuers of real estate-related securities generally invest in real estate or real estate-related assets and are subject to the inherent risks associated with real estate-related debt investments discussed in this section of our Annual Report on Form 10-K.

The value of real estate-related securities, including those of publicly listed REITs, fluctuates with general economic conditions. See “—Debt-oriented real estate investments face a number of general market-related risks that can affect the creditworthiness of issuers, and modifications to certain loan structures and market terms make it more difficult to monitor and evaluate investments.”

Real estate-related securities may be unsecured and subordinated to other obligations of the issuer. As a result, investments in real estate-related securities are subject to risks of (i) limited liquidity in the secondary trading, (ii) substantial market price volatility, (iii) subordination to prior claims of banks and other senior lenders of the issuer and preferred equity holders, (iv) the operation of mandatory sinking fund or call/redemption provisions during periods of declining interest rates that could cause the issuer to reinvest redemption proceeds in lower yielding assets, (v) the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations and (vi) the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic downturn. These risks may adversely affect the value of outstanding real estate-related securities and the ability of the issuers thereof to pay dividends.

Investments in structured products or similar products may include structural, legal and liquidity risks that may adversely affect our results of operations and financial condition.

We may invest from time to time in structured products, including pools of mortgages, inclusive of commercial mortgage backed securities (“CMBS”) secured by loans made to multiple entities and/or single asset single borrower (“SASB”) loans, as well as commercial real estate collateralized loan obligations (“CRE CLOs”) and other real estate-related interests. Our investments in structured products are subject to a number of risks, including risks related to the fact that the structured products may be leveraged, and other structural and legal risks related thereto. Utilization of leverage is a speculative investment technique and will generally magnify the opportunities for gain and risk of loss borne by an investor investing in debt securities. Many structured products contain covenants designed to protect the providers of debt financing

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to such structured products. A failure to satisfy those covenants could result in the untimely liquidation of the structured product and a complete loss of our investment therein. In addition, if the particular structured product is invested in a security in which we are also separately invested, this would tend to increase our overall exposure to the credit of the issuer of such securities, at least on an absolute, if not on a relative basis. The value of an investment in a structured product will depend on the investment performance of the assets in which the structured product invests and will, therefore be subject to all of the risks associated with an investment in those assets.

These risks include the possibility of a default by, or bankruptcy of, the issuers of such assets or a claim that the pledging of collateral to secure any such asset constituted a fraudulent conveyance or preferential transfer that can be subordinated to the rights of other creditors of the issuer of such asset or nullified under applicable law.

The credit markets, including the CMBS market, have periodically experienced decreased liquidity on the primary and secondary markets during periods of increased market volatility. Such market conditions could re-occur and could impact the valuations of our investments and impair our ability to sell such investments if we were required to liquidate all or a portion of any CMBS investments quickly. Additionally, certain securities investments, such as horizontal or other risk retention investments in CMBS, may have certain holding period and other restrictions that limit our ability to sell any such investments.

Debt-oriented real estate investments face a number of general market-related risks that can affect the creditworthiness of issuers, and modifications to certain loan structures and market terms make it more difficult to monitor and evaluate investments.

Any deterioration of real estate fundamentals generally, and in the United States in particular, could negatively impact our performance by making it more difficult for issuers to satisfy their debt payment obligations, increasing the default risk applicable to issuers, and/or by making it relatively more difficult for us to generate attractive risk-adjusted returns. Changes in general economic conditions may affect the creditworthiness of issuers and/or real estate collateral relating to our investments and may include economic and/or market fluctuations, changes in environmental and zoning laws, casualty or condemnation losses, regulatory limitations on rents, decreases in property values, changes in the appeal of properties to tenants, changes in supply and demand for competing properties in an area (as a result, for instance, of overbuilding), fluctuations in real estate fundamentals, the financial resources of tenants, changes in availability of debt financing which may render the sale or refinancing of properties difficult or impracticable, changes in building, environmental and other laws, energy and supply shortages, various uninsured or uninsurable risks, natural disasters, political events, trade barriers, currency exchange controls, changes in government regulations, changes in real property tax rates and operating expenses, changes in interest rates, changes in the availability of debt financing and/or mortgage funds which may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increases in borrowing rates, outbreaks of an infectious disease, epidemics/pandemics or other serious public health concerns, negative developments in the economy or political climate that depress travel activity, environmental liabilities, contingent liabilities on disposition of assets, natural disasters, terrorist attacks, war, demand and/or real estate values generally. Such changes may develop rapidly and it may be difficult to determine the comprehensive impact of such changes on our investments, particularly for investments that may have inherently limited liquidity. These changes may also create significant volatility in the markets for our investments which could cause rapid and large fluctuations in the values of such investments. There can be no assurance that there will be a ready market for the resale of our debt investments because such investments may not be liquid. Illiquidity may result from the absence of an established market for the investments, as well as legal or contractual restrictions on their resale by us. The value of securities of companies which service the real estate business sector may also be affected by such risks.

We cannot predict whether economic conditions generally, and the conditions for real estate debt investing in particular, will deteriorate in the future. Declines in the performance of the U.S. and global economies or in the real estate debt markets could have a material adverse effect on our investment activities. In addition, market conditions relating to real estate debt investments have evolved since the financial crisis, which has resulted in a modification to certain loan structures and market terms. For example, it has become increasingly difficult for real estate debt investors in certain circumstances to receive full transparency with respect to underlying investments because transactions are often effectuated on an indirect basis through pools or conduit vehicles rather than directly with the borrower. These and other similar changes in loan structures or market terms may make it more difficult for us to monitor and evaluate investments.

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Political changes may affect the real estate debt markets.

The current regulatory environment in the United States may be impacted by future legislative developments and the regulatory agenda of the then-current U.S. President.

The outcome of congressional and other elections creates uncertainty with respect to legal, tax and regulatory regimes in which we and our investments will operate. Any significant changes in, among other things, economic policy (including with respect to interest rates and foreign trade), the regulation of the investment management industry, tax law, immigration policy and/or government entitlement programs could have a material adverse impact on us and our investments.

Some of our securities investments may become distressed, which securities would have a high risk of default and may be illiquid.

While it is generally anticipated that our real estate-related investments will focus primarily on investments in non-distressed real estate-related interests (based on our belief that there is not a low likelihood of repayment), our investments may become distressed following our acquisition thereof. Additionally, we may invest in real estate debt investments that we believe are available to purchase at “discounted” rates or “undervalued” prices. Purchasing real estate debt at what may appear to be “undervalued” or “discounted” levels is no guarantee that these investments will generate attractive returns to us or will not be subject to further reductions in value. There is no assurance that such investments can be acquired at favorable prices, that such investments will not default, or that the market for such interests will improve. In addition, the market conditions for real estate debt investments may deteriorate further, which could have an adverse effect on the performance of our investments.

During an economic downturn or recession, securities of financially troubled or operationally troubled issuers are more likely to go into default than securities of other issuers. Securities of financially troubled issuers and operationally troubled issuers are less liquid and more volatile than securities of companies not experiencing financial difficulties. The market prices of such securities are subject to erratic and abrupt market movements and the spread between bid and asked prices may be greater than normally expected. Investment in the securities of financially troubled issuers and operationally troubled issuers involves a high degree of credit and market risk. There is no assurance that we will correctly evaluate the value of the assets collateralizing such investments or the prospects for a successful reorganization or similar action.

These financial difficulties may never be overcome and may cause issuers to become subject to bankruptcy or other similar administrative proceedings, or may require a substantial amount of workout negotiations or restructuring, which may entail, among other things, an extension of the term, a substantial reduction in the interest rate, a substantial write down of the principal of such investment and other concessions which could adversely affect our returns on the investment. There is a possibility that we may incur substantial or total losses on our investments and in certain circumstances, subject us to certain additional potential liabilities that may exceed the value of our original investment therein.

For example, under certain circumstances, a lender who has inappropriately exercised control over the management and policies of a debtor may have its claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In any reorganization or liquidation proceeding relating to our investments, we may lose our entire investment, may be required to accept cash or securities with a value less than our original investment and/or may be required to accept different terms, including payment over an extended period of time. In addition, payments to us may be reclaimed under certain circumstances if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment, or similar transactions under applicable bankruptcy and insolvency laws. Furthermore, bankruptcy laws and similar laws applicable to administrative proceedings may delay our ability to realize on collateral for loan positions we held, or may adversely affect the economic terms and priority of such loans through doctrines such as equitable subordination or may result in a restructure of the debt through principles such as the “cramdown” provisions of the bankruptcy laws.

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However, even if a restructuring were successfully accomplished, a risk exists that, upon maturity of such investment, replacement “takeout” financing will not be available, resulting in an inability by the issuer to repay the investment. Although unlikely, it is possible it may be necessary or desirable to foreclose on collateral securing one or more real estate debt we acquire. The foreclosure process varies jurisdiction by jurisdiction and can be lengthy and expensive. Issuers often resist foreclosure actions by asserting numerous claims, counterclaims and defenses against the holder of a real estate loan, including, without limitation, lender liability claims and defenses, even when such assertions may have no basis in fact, in an effort to prolong the foreclosure action, which often prolongs and complicates an already difficult and time consuming process. In some states or other jurisdictions, foreclosure actions can take up to several years or more to conclude. During the foreclosure proceedings, an issuer may have the ability to file for bankruptcy, potentially staying the foreclosure action and further delaying the foreclosure process. Foreclosure litigation tends to create a negative public image of the collateral property and may result in disrupting ongoing leasing, management, development and other operations of the property. In the event we foreclose on an investment, we will be subject to the risks associated with owning and operating real estate.

We face risks associated with our mortgage loan origination program.

Under our mortgage loan origination program, we originate mortgage loans with the intent to sell such loans to another party within a short period of time. We intend to borrow funds to originate such mortgage loans, and the size of such loans and our borrowings in connection therewith may be significant. Although we intend to sell each mortgage loan shortly after origination, we may be unable to secure a buyer for a loan, which would result in us holding the loan for longer than intended, requiring us to pay additional interest to the lender and subjecting us to heightened interest rate risk until we are able to sell the loan. Additionally, in order to secure borrowing for a mortgage loan origination, a lender may require our Sponsor to guarantee the borrowing, and our Sponsor will require us to pay a fee for such guarantee, reducing the proceeds we receive in connection with such origination.

Certain risks associated with CMBS may adversely affect our results of operations and financial condition.

We may invest a portion of our assets in pools or tranches of CMBS, which may include horizontal and other risk retention investments. The collateral underlying CMBS generally consists of commercial mortgages on real property that has an industrial use. CMBS have been issued in a variety of issuances, with varying structures including senior and subordinated classes.

Mortgage-backed securities may also have structural characteristics that distinguish them from other securities. The interest rate payable on these types of securities may be set or effectively capped at the weighted average net coupon of the underlying assets themselves. As a result of this cap, the return to investors in such a security would be dependent on the relevant timing and rate of delinquencies and prepayments of mortgage loans bearing a higher rate of interest. In general, early prepayments will have a greater impact on the yield to investors. Federal and state law may also affect the return to investors by capping the interest rates payable by certain mortgagors. Certain mortgage-backed securities may provide for the payment of only interest for a stated period of time. In addition, in a bankruptcy or similar proceeding involving the originator or the servicer of the CMBS (often the same entity or an affiliate), the assets of the issuer of such securities could be treated as never having been truly sold to the originator to the issuer and could be substantively consolidated with those of the originator, or the transfer of such assets to the issuer could be voided as a fraudulent transfer.

The credit markets, including the CMBS market, have periodically experienced decreased liquidity on the primary and secondary markets during periods of market volatility. Such market conditions could re-occur and would impact the valuations of our investments and impair our ability to sell such investments if we were required to liquidate all or a portion of any such CMBS investments quickly. Additionally, certain securities investments, such as horizontal or other risk retention investments in CMBS, may have certain holding period and other restrictions that limit our ability to sell any such investments.

Concentrated CMBS investments may pose specific risks that may adversely affect our results of operations and financial condition.

Default risks with respect to CMBS investments may be further pronounced in the case of single-issuer CMBS or CMBS secured by a small or less diverse collateral pool, such as SASB loans. At any one time, a portfolio of CMBS may be backed by commercial mortgage loans disproportionately secured by properties in only a few states, regions or foreign countries. As a result, such investments may be more susceptible to geographic risks relating to such areas, including adverse economic conditions, declining home values, adverse events affecting industries located in such areas and other factors beyond our control relative to investments in multi-issuer CMBS or a pool of mortgage loans having more diverse property locations.

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The quality of the CMBS is dependent on the credit quality and selection of the mortgages for each issuance.

CMBS are also affected by the quality of the credit extended. As a result, the quality of the CMBS is dependent upon the selection of the commercial mortgages for each issuance and the cash flow generated by the commercial real estate assets, as well as the relative diversification of the collateral pool underlying such CMBS and other factors such as adverse selection within a particular tranche or issuance.

CMBS investments face risks associated with extensions that may adversely affect our results of operations and financial condition.

CMBS and other investments may be subject to extension, resulting in the term of the securities being longer than expected. Extensions are affected by a number of factors, including the general availability of financing in the market, the value of the related mortgaged property, the borrower’s equity in the mortgaged property, the financial circumstances of the borrower, fluctuations in the business operated by the borrower on the mortgaged property, competition, general economic conditions and other factors. To the extent we make such investments, such extensions may also be made without our consent.

There are certain risks associated with the servicers of commercial real estate loans underlying CMBS and other investments.

The exercise of remedies and successful realization of liquidation proceeds relating to commercial real estate loans underlying CMBS and other investments may be highly dependent on the performance of the servicer or special servicer. The servicer may not be appropriately staffed or compensated to immediately address issues or concerns with the underlying loans. Such servicers may exit the business and need to be replaced, which could have a negative impact on the portfolio due to lack of focus during a transition. Special servicers frequently are affiliated with investors who have purchased the most subordinate bond classes, and certain servicing actions, such as a loan extension instead of forcing a borrower pay off, may benefit the subordinate bond classes more so than the senior bonds. While servicers are obligated to service the portfolio subject to a servicing standard and maximize the present value of the loans for all bond classes, servicers with an affiliate investment in the CMBS or other investments may have a conflict of interest. There may be a limited number of special servicers available, particularly those which do not have conflicts of interest. In addition, to the extent any such servicers fail to effectively perform their obligations pursuant to the applicable servicing agreements, such failure may adversely affect our investments, should we make such investments.

There are certain risks associated with CMBS interest shortfalls.

CMBS investments may be subject to interest shortfalls due to interest collected from the underlying loans not being sufficient to pay accrued interest to all of the CMBS interest holders. Interest shortfalls to the CMBS trust will occur when the servicer does not advance full interest payments on defaulted loans. The servicer in a CMBS trust is required to advance monthly principal and interest payments due on a delinquent loan. Once a loan is delinquent for a period of time (generally 60 days), the servicer is required to obtain a new appraisal to determine the value of the property securing the loan. The servicer is only required to advance interest based on the lesser of the loan amount or 90%, generally, of the appraised value. Interest shortfalls occur when 90%, generally, of the appraised value is less than the loan amount and the servicer does not advance interest on the full loan amount. The resulting interest shortfalls impact interest payments on the most junior class in the trust first. As interest shortfalls increase, more senior classes may be impacted. Over time, senior classes may be reimbursed for accumulated shortfalls if the delinquent loans are resolved, but there is no guarantee that shortfalls will be collected. Interest shortfalls to the CMBS trust may also occur as a result of accumulated advances and expenses on defaulted loans. When a defaulted loan or foreclosed property is liquidated, the servicer will be reimbursed for accumulated advances and expenses prior to payments to CMBS bond holders. If proceeds are insufficient to reimburse the servicer or if a defaulted loan is modified and not foreclosed, the servicer is able to make a claim on interest payments that is senior to the bond holders to cover accumulated advances and expenses. If the claim is greater than interest collected on the loans, interest shortfalls could impact one or more bond classes in a CMBS trust until the servicer’s claim is satisfied.

There are certain risks associated with the insolvency of obligations backing CMBS and other investments.

The real estate loans backing our CMBS and other investments may be subject to various laws enacted in the jurisdiction or state of the borrower for the protection of creditors. If an unpaid creditor files a lawsuit seeking payment, the court may invalidate all or part of the borrower’s debt as a fraudulent conveyance, subordinate such indebtedness to existing or future creditors of the borrower or recover amounts previously paid by the borrower in satisfaction of such indebtedness, based on certain tests for borrower insolvency and other facts and circumstances, which may vary by jurisdiction. There can be no assurance as to what standard a court would apply in order to determine whether the borrower was “insolvent” after giving

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effect to the incurrence of the indebtedness constituting the mortgage backing the CMBS and other investments, or that regardless of the method of valuation, a court would not determine that the borrower was “insolvent” after giving effect to such incurrence. In addition, in the event of the insolvency of a borrower, payments made on such mortgage loans could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year and one day) before insolvency.

We may face risks related to investments in CRE CLOs.

We have previously invested in and may in the future invest in CRE CLOs. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. CLOs may charge a management fee and administrative expenses. For CLOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CLO trust typically has higher ratings and lower yields than the underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults and aversion to CLO securities as a class.

Normally, CLOs are privately offered and sold, and thus are not registered under the securities laws. As a result, certain investments in CLOs may be characterized as illiquid securities and volatility in CLO trading markets may cause the value of these investments to decline. Moreover, if the underlying mortgage portfolio has been overvalued by the originator, or if the values subsequently decline and, as a result, less collateral value is available to satisfy interest and principal payments and any other fees in connection with the trust or other conduit arrangement for such securities, we may incur significant losses. Also, with respect to the CRE CLOs in which we may invest, control over the related underlying loans will be exercised through a special servicer or collateral manager designated by a “directing certificate holder” or a “controlling class representative,” or otherwise pursuant to the related securitization documents. We may acquire classes of CRE CLOs for which we may not have the right to appoint the directing certificate holder or otherwise direct the special servicing or collateral management. With respect to the management and servicing of those loans, the related special servicer or collateral manager may take actions that could adversely affect our interests. In addition to the risks associated with debt instruments (e.g., interest rate risk and credit risk), CLOs carry additional risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the possibility that we may invest in CRE CLOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.

We will face “spread widening” risk related to our investment in securities.

For reasons not necessarily attributable to any of the risks set forth herein (for example, supply/demand imbalances or other market forces), the market spreads of the securities in which we invest may increase substantially causing the securities prices to fall. It may not be possible to predict, or to hedge against, such “spread widening” risk. The perceived discount in pricing described under “—Some of our securities investments may become distressed, which securities would have a high risk of default and may be illiquid.” may still not reflect the true value of the real estate assets underlying such real estate debt in which we may invest, and therefore further deterioration in value with respect thereto may occur following our investment therein. In addition, mark-to-market accounting of our investments will have an interim effect on the reported value prior to realization of an investment.

Absent our ability to rely upon available guidance from the CFTC that we are not a commodity pool, we, our board of directors or the Advisor, would be subject to additional regulation and required to comply with applicable CFTC disclosure, reporting, and record-keeping requirements.

Registration with the U.S. Commodity Futures Trading Commission (the “CFTC”) as a “commodity pool operator” or any change in our operations (including, without limitation, any change that causes us to be subject to certain specified covered statutory disqualifications) necessary to maintain our ability to rely upon CFTC Letter No. 12-13 or other exclusion from the definition of, or exemption from the requirement to register as, a “commodity pool operator” with the CFTC could adversely affect our ability to implement our investment program, conduct our operations or achieve our objectives and subject us to certain additional costs, expenses and administrative burdens. Furthermore, any determination by us to cease or to limit trading in interests that may be treated as “commodity interests” in order to comply with the regulations of the

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CFTC may have an adverse effect on our ability to implement our investment objectives and to hedge risks associated with our operations.

We may make investments in non-U.S. dollar denominated securities, which will be subject to currency rate exposure and risks associated with the uncertainty of foreign laws and markets, as well as potential trade wars.

Some of our real estate-related securities investments may be denominated in foreign currencies, and therefore, we expect to have currency risk exposure to any such foreign currencies. A change in foreign currency exchange rates may have an adverse impact on returns on our non-U.S. dollar denominated investments. Although we may hedge our foreign currency risk subject to the REIT income qualification tests, we may not be able to do so successfully and may incur losses on these investments as a result of exchange rate fluctuations. To the extent that we invest in non-U.S. dollar denominated securities, in addition to risks inherent in the investment in securities generally discussed in this Annual Report on Form 10-K, we will also be subject to risks associated with the uncertainty of foreign laws and markets including, but not limited to, unexpected changes in regulatory requirements, political and economic instability in certain geographic locations, difficulties in managing international operations, currency exchange controls, potentially adverse tax consequences, additional accounting and control expenses, the administrative burden of complying with a wide variety of foreign laws and the economic uncertainty that may be cause by the President’s imposition of tariffs on such countries and any retaliatory measure taken by such countries.

Investments in real estate-related debt securities are subject to risks including various creditor risks and early redemption features which may materially adversely affect our results of operations and financial condition.

The debt securities and other interests in which we may invest may include secured or unsecured debt at various levels of an issuer’s capital structure. The debt securities in which we may invest may not be protected by financial covenants or limitations upon additional indebtedness, may be illiquid or have limited liquidity, and may not be rated by a credit rating agency. Debt securities are also subject to other creditor risks, including (i) the possible invalidation of an investment transaction as a “fraudulent conveyance” under relevant creditors’ rights laws, (ii) so-called lender liability claims by the issuer of the obligation and (iii) environmental liabilities that may arise with respect to collateral securing the obligations. Our investments may be subject to early redemption features, refinancing options, prepayment options or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by us earlier than expected, resulting in a lower return to us than anticipated or reinvesting in a new obligation at a lower return to us.

RISKS ASSOCIATED WITH DEBT FINANCING

We incur mortgage indebtedness and other borrowings, which may increase our business risks, and could hinder our ability to make distributions to our stockholders.

We have financed and may continue to finance a portion of the purchase price of certain of our investments by borrowing funds. As of December 31, 2025, our leverage ratio is approximately 35.5% and is calculated as the outstanding principal balance of our borrowings, including secured financings on debt-related investments, less cash and cash equivalents, divided by the fair value of our real property, net investments in unconsolidated joint venture partnerships and investments in real estate debt and securities not associated with the DST Program (determined in accordance with our valuation procedures). Our current leverage target is between 40-60%. Although we will generally work to maintain our targeted leverage ratio, there are no assurances that we will maintain the targeted range disclosed above or achieve any other leverage ratio that we may target in the future. Our board of directors may from time to time modify our borrowing policy in light of then-current economic conditions, the relative costs of debt and equity capital, the fair values of our properties, general conditions in the market for debt and equity securities, growth and acquisition opportunities or other factors.

Under our charter, we have a limitation on borrowing that precludes us from borrowing in excess of 300% of the value of our net assets unless approved by a majority of the independent directors and disclosed to stockholders in our next quarterly report along with justification for the excess. Net assets for purposes of this calculation are defined to be our total assets (other than intangibles), valued at cost prior to deducting depreciation or other non-cash reserves, less total liabilities. Generally speaking, the preceding calculation is expected to approximate 75% of the aggregate cost of our real properties and debt-related investments before non-cash reserves and depreciation. In addition, we have incurred and may continue to incur mortgage debt secured by some or all of our real properties to obtain funds to acquire additional real properties or for working capital. We may also borrow funds to satisfy the requirement that we distribute at least 90% of our annual REIT taxable income to our stockholders or if we otherwise deem it necessary or advisable to ensure that we maintain our qualification as a REIT for U.S. federal income tax purposes.

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High debt levels would generally cause us to incur higher interest charges, and could result in higher debt service payments and could be accompanied by restrictive covenants. If there is a shortfall between the cash flow from a property and the cash flow needed to service mortgage debt on that property, then the amount available for distributions to our stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss of a property since defaults on indebtedness secured by a property may result in lenders initiating foreclosure action. In that case, we could lose the property securing the loan that is in default or be forced to sell the property at an inopportune time, thus reducing the value of our investments. For tax purposes, a foreclosure on any of our properties will typically be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we will recognize taxable income on foreclosure, but we would not receive any cash proceeds. We and the Operating Partnership have historically given certain full, partial or limited guarantees, and may continue to give full, partial or limited guarantees in the future, to lenders of mortgage debt on behalf of the entities that own our properties. When we give a guarantee on behalf of an entity that owns one of our properties, we are responsible to the lender for satisfaction of the debt if it is not paid by such entity. If any mortgage contains cross-collateralization or cross-default provisions, a default on a single property could affect multiple properties. If any of our properties are foreclosed upon due to a default, our NAV, liquidity and ability to pay cash distributions to our stockholders may be adversely affected.

Increases in interest rates could increase the amount of our debt service payments and therefore adversely impact our operating results.

As of December 31, 2025, our variable rate debt represented approximately 56.0% of our total debt. To the extent we do not have derivative instruments to hedge exposure to changes in interest rates and/or do not have fixed rate debt, increases in interest rates would increase our interest costs, which would reduce our cash flows and our ability to make distributions to our stockholders. In addition, from time to time we may finance or refinance our investments, or obtain new interest rate hedges in a rising interest rate environment. Accordingly, increases in interest rates could increase our interest and/or hedging expense, which could have an adverse effect on our cash flow from operating activities and our ability to make distributions. In addition, if rising interest rates cause us to need additional capital to repay indebtedness in accordance with its terms or otherwise, we may need to liquidate one or more of our investments at times that may not permit realization of the maximum return on these investments.

Our derivative instruments used to hedge against interest rate fluctuations may not be successful in mitigating our risks associated with interest rates and could reduce the overall returns on our investments.

We utilize derivative instruments to hedge exposure to changes in interest rates on certain of our loans secured by our real properties, but no hedging strategy can protect us completely. We may use derivative instruments, such as forward starting swaps, to hedge interest rate risks associated with debt incurrences that we anticipate may occur. However, if we fail to accurately forecast such debt incurrences we will be subject to interest rate risk without successfully hedging the underlying transaction. Furthermore, the use of derivative instruments may cause us to forgo the benefits of otherwise favorable fluctuations in interest rates, since derivative instruments may prevent us from realizing the full benefits of lower borrowing costs in an environment of declining interest rates.

In addition, derivative instruments may not mitigate all of the risk associated with fluctuations in borrowing costs. Derivative instruments are generally used to hedge fluctuations in benchmark interest rates, such as U.S. treasury security-based interest rates. However, there are other components of borrowing costs that may comprise the “spread” that lenders apply to the benchmark interest rates. The “spread” that lenders apply to benchmark interest rates when making loans may fluctuate from time to time. Fluctuations in the “spread” may be attributable to volatility in the credit markets or borrower-specific credit risk. When we enter into derivative instruments in anticipation of certain debt incurrences, such derivative instruments do not mitigate the risks of fluctuations in “spread” which could exacerbate the risks described above.

We cannot assure our stockholders that our hedging strategy and the derivatives that we use will adequately offset all of our risk related to interest rate volatility or that our hedging of these risks will not result in losses. These derivative instruments may also generate income that may not be treated as qualifying REIT income for purposes of the 75% gross income test or the 95% gross income test. See “Note 6 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for additional discussion regarding our derivative instruments and the related impact on our results of operations.

We assume the credit risk of our counterparties with respect to derivative transactions.

We enter into derivative contracts for risk management purposes to hedge our exposure to cash flow variability caused by changing interest rates on our future variable rate real estate loans receivable and variable rate notes payable. These

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derivative contracts generally are entered into with bank counterparties and are not traded on an organized exchange or guaranteed by a central clearing organization. We, therefore, assume the credit risk that our counterparties will fail to make periodic payments when due under these contracts or become insolvent. If a counterparty fails to make a required payment, becomes the subject of a bankruptcy case, or otherwise defaults under the applicable contract, we would have the right to terminate all outstanding derivative transactions with that counterparty and settle them based on their net market value or replacement cost. In such an event, we may be required to make a termination payment to the counterparty, or we may have the right to collect a termination payment from such counterparty. We assume the credit risk that the counterparty will not be able to make any termination payment owing to us. We may not receive any collateral from a counterparty, or we may receive collateral that is insufficient to satisfy the counterparty’s obligation to make a termination payment. Default by a counterparty may result in the loss of unrealized profits and may force us to enter into a replacement transaction at the then current market price.

We assume the risk that our derivative counterparty may terminate transactions early.

If we fail to make a required payment or otherwise default under the terms of a derivative contract, the counterparty would have the right to terminate all outstanding derivative transactions between us and that counterparty and settle them based on their net market value or replacement cost. In certain circumstances, the counterparty may have the right to terminate derivative transactions early even if we are not defaulting. If our derivative transactions are terminated early, it may not be possible for us to replace those transactions with another counterparty, on as favorable terms or at all.

We may be required to collateralize our derivative transactions.

We may be required to secure our obligations to our counterparties under our derivative contracts by pledging collateral to our counterparties. That collateral may be in the form of cash, securities or other assets. If we default under a derivative contract with a counterparty, or if a counterparty otherwise terminates one or more derivative contracts early, that counterparty may apply such collateral toward our obligation to make a termination payment to the counterparty. If we have pledged securities or other assets, the counterparty may liquidate those assets in order to satisfy our obligations. If we are required to post cash or securities as collateral, such cash or securities will not be available for use in our business. Cash or securities pledged to counterparties may be repledged by counterparties and may not be held in segregated accounts. Therefore, in the event of a counterparty insolvency, we may not be entitled to recover some or all collateral pledged to that counterparty, which could result in losses and have an adverse effect on our operations.

We may default on our derivative obligations if we default on the indebtedness underlying such obligations.

We have agreements with certain of our derivative counterparties that contain a provision where we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness. We also have agreements with certain other derivative counterparties that contain a provision whereby if we default on any of our indebtedness held by the Operating Partnership, including default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations. If we are declared in default under the terms of a derivative contract, the counterparty would have the right to terminate all outstanding derivative transactions between us and that counterparty and settle them based on their net market value or replacement cost.

We have entered into loan agreements that contain restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders, fund redemptions, exercise our fair market purchase option with respect to or raise additional capital through the DST Program, replace the Advisor or otherwise meet our investment objectives.

When providing financing, a lender typically imposes restrictions on us that may affect our distribution and operating policies and our ability to incur additional debt. Our loan agreements include restrictions, covenants, customary market carve-outs and/or guarantees by us. Certain financial covenants include tests of our general liquidity and debt servicing capability as well as certain collateral specific performance and valuation ratios. In addition, our loan agreements may contain covenants that limit our ability to further leverage the property, discontinue insurance coverage or replace the Advisor as our advisor. Further, our loan agreements may limit our ability to replace our property managers or terminate certain operating or lease agreements related to the property. In addition, certain of our loan agreements require that we maintain certain minimum ownership of the Operating Partnership at all times, which could adversely affect our flexibility in determining when to exercise the Operating Partnership’s fair market value purchase option to acquire DST Interests in exchange for OP Units or whether and when to launch additional offerings our DST Program. These or other limitations may adversely affect our flexibility and our ability to achieve our investment objectives, fund redemptions and make distributions to our stockholders. There can be no assurance that we will be able to comply with these covenants in the

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future, or that if we violate a covenant the lender would be willing to provide a waiver of such covenant. Violation of these covenants could result in the acceleration of maturities under the default provisions of our loan agreements. As of December 31, 2025, we were in compliance with our financial covenants.

We assume the risk that our credit facility lenders may not honor their commitments to us.

We have, and may in the future, enter into credit facility arrangements with lenders pursuant to which, subject to certain conditions, they commit to lend us money, provide us with letters of credit or provide other financial services to us. If we fail to comply with the covenants in such arrangements, the lenders could declare us in default, accelerate the maturities of our borrowings and refuse to make loans or provide other financial services to us. Or, if a lender becomes unable or unwilling to honor its commitments to us, we may not receive the loans and other financial services for which we negotiated. In such a situation, a replacement lender may be difficult or impossible to find quickly or at all. If we are unable to receive loans and other financial services, our liquidity and business could be negatively impacted.

We have entered into, and may continue to enter into, financing arrangements involving balloon payment obligations, which may adversely affect our ability to refinance or sell properties on favorable terms, and to make distributions to our stockholders.

Most of our current financing arrangements require us to make a lump-sum or “balloon” payment at maturity. Our ability to make a balloon payment at maturity will be uncertain and may depend upon our ability to obtain additional financing or our ability to sell a particular property. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original loan or to sell a particular property at a price sufficient to make the balloon payment. The effect of a refinancing or sale could affect the rate of return to our stockholders and the projected time of disposition of our assets. In an environment of increasing interest rates, if we place debt on properties or obtain corporate debt, we run the risk of being unable to refinance such debt if interest rates are higher at the time a balloon payment is due. In addition, payments of principal and interest made to service our debts, including balloon payments, may leave us with insufficient cash to pay the distributions that we are required to pay to maintain our qualification as a REIT.

Risks related to variable-rate indebtedness could increase the amount of our debt payments and therefore negatively impact our operating results.

Our debt may be subject to the fluctuation of market interest rates such as term Secured Overnight Financing Rate (“Term SOFR”), Sterling Overnight Index Average Reference Rate (“SONIA”), Prime rate and other benchmark rates. Should such interest rates increase, our variable rate debt service payments may also increase, reducing cash available for distributions. Furthermore, if we need to refinance existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments at times given the property may not support the same level of loan proceeds, which may not permit realization of the maximum return on such investments. Additionally, as it relates to any real estate assets that we may own, an increase in interest rates may negatively impact activity in the consumer market and reduce consumer purchases, which could adversely affect us.

If we were to use repurchase agreements to finance our securities investments, we may be exposed to risks that could result in losses.

We or the joint ventures in which we invest may use repurchase agreements as a form of leverage to finance our securities and loan investments, and the proceeds from repurchase agreements generally are invested in additional securities. There is a risk that the market value of the securities acquired from the proceeds received in connection with a repurchase agreement may decline below the price of the securities underlying the repurchase agreement that we have sold but remain obligated to repurchase. Repurchase agreements also involve the risk that the counterparty liquidates the securities we delivered to it under the repurchase agreements following the occurrence of an event of default under the applicable repurchase agreement by us. In addition, there is a risk that the market value of the securities we retain may decline. If the buyer of securities under a repurchase agreement were to file for bankruptcy or experience insolvency, we may be adversely affected. Furthermore, lenders may require us to provide additional margin in the form of cash, securities or other forms of collateral under the terms of the contract, and if we fail to resolve such margin calls when due, the lenders may exercise remedies, including taking ownership of the assets securing the applicable obligations. Also, in entering into repurchase agreements, we bear the risk of loss to the extent that the proceeds of the repurchase agreement are less than the value of the underlying securities. In addition, the interest costs associated with repurchase agreement transactions may adversely affect our results of operations and financial condition, and, in some cases, we may be worse off than if we had not used such instruments.

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RISKS RELATED TO OUR TAXATION AS A REIT

Failure to qualify as a REIT could adversely affect our operations and our ability to make distributions.

We have elected to be taxed as a REIT for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2006, and we intend to continue to operate in accordance with the requirements for qualification as a REIT.

If we were to fail to qualify as a REIT for any taxable year, we would be subject to U.S. federal income tax on our taxable income at corporate rates. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year in which we lose our REIT status. Losing our REIT status would reduce our net earnings available for investment or distribution to stockholders because distributions to stockholders would no longer be deductible in computing our taxable income, resulting in additional tax liability. In addition, we would no longer be required to make distributions. However, any distributions made would be subject to the favorable tax rate applied to “qualified dividend income.” To the extent that distributions had been made in anticipation of our qualifying as a REIT, we might be required to borrow funds or liquidate some investments in order to pay the applicable corporate income tax. In addition, although we intend to operate in a manner as to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerations may cause our board of directors to determine that it is no longer in our best interest to continue to be qualified as a REIT and recommend that we revoke our REIT election.

Failure of the Operating Partnership to be taxable as a partnership could cause us to fail to qualify as a REIT and we could suffer other adverse tax consequences.

We believe that the Operating Partnership will be treated for U.S. federal income tax purposes as a partnership and not as an association or as a publicly traded partnership taxable as a corporation. If the Internal Revenue Service (the “IRS”) successfully determines that the Operating Partnership should be treated as a corporation, the Operating Partnership would be required to pay U.S. federal income tax at corporate rates on its net income, its partners would be treated as stockholders of the Operating Partnership and distributions to partners would constitute distributions that would not be deductible in computing the Operating Partnership’s taxable income. In addition, if the Operating Partnership were treated as a corporation, we could fail to qualify as a REIT, with the resulting consequences described above.

To qualify as a REIT, we must meet annual distribution requirements, which may result in us distributing amounts that may otherwise be used for our operations.

To maintain the favorable tax treatment accorded to REITs, in addition to other qualification requirements, we normally will be required each year to distribute to our stockholders at least 90% of our REIT taxable income (which may not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for distributions paid and by excluding net capital gains. We will be subject to U.S. federal income tax on our undistributed taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of (i) 85% of our ordinary income, (ii) 95% of our capital gain net income and (iii) 100% of our undistributed income from prior years. These requirements could cause us to distribute amounts that otherwise would be spent on acquisitions of properties and it is possible that we might be required to borrow funds or sell assets to fund these distributions. It is possible that we might not always be able to make distributions sufficient to meet the annual distribution requirements required to maintain our REIT status, avoid corporate tax on undistributed income and/or avoid the 4% excise tax.

From time to time, we may generate taxable income greater than cash flow due to differences in timing between the recognition of taxable income and the actual receipt of cash. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell investments at disadvantageous prices or distribute amounts that would otherwise be invested in future acquisitions to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our common stock.

Recharacterization of sale-leaseback transactions may cause us to lose our REIT status.

We may purchase real properties and lease them back to the sellers of such properties. There can be no assurance that the IRS will not challenge our characterization of any such sale-leaseback transaction as a “true lease.” In the event that any such sale-leaseback transaction is challenged and successfully recharacterized as a financing transaction or loan for U.S. federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed.

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If a sale-leaseback transaction were so recharacterized, we might fail to satisfy the REIT qualification “asset tests,” the “income tests,” or the “distribution requirements” and, consequently, lose our REIT status effective with the year of recharacterization. Alternatively, the amount of our REIT taxable income could be recalculated which might also cause us to fail to meet the distribution requirement for a taxable year in the event we cannot make a sufficient deficiency distribution.

Contributions of properties to a subsidiary REIT or TRS could result in our recognizing additional taxable income.

We may choose to transfer certain properties held by the Operating Partnership to a subsidiary REIT or TRS. We expect such transfer generally would be structured to qualify as a tax-free contribution under Section 351 of the Code. Upon such transfer, the subsidiary REIT or TRS, and not the Operating Partnership, would be entitled to claim any depreciation deductions relating to the transferred property. This could result in a higher amount of taxable income being allocated to us under the Operating Partnership Agreement than would be allocated in the absence of such transfer to the subsidiary REIT or TRS.

Our stockholders may have current tax liability on distributions if they elect to reinvest in shares of our common stock.

Participation in the DRIP does not defer the recognition of any taxable income that results from the distributions. Stockholders who elect to participate in our DRIP, and who are subject to U.S. federal income taxation laws, will be deemed to have received, and will be taxed on, the amount reinvested in shares of our common stock to the extent the amount reinvested was not a tax-free return of capital. As a result, each of our stockholders that is not a tax-exempt entity may have to use funds from other sources to pay their tax liability on the value of the common stock received.

Distributions payable by REITs do not qualify for the reduced tax rates that apply to other corporate distributions.

The current maximum U.S. federal income tax rate applicable to “qualified dividends” payable to U.S. stockholders that are individuals, trusts or estates is 20% plus a 3.8% “Medicare tax” surcharge. Distributions payable by REITs, however, generally are taxed at the ordinary income tax rate applicable to the individual recipient, rather than the 20% preferential rate, and are also subject to the 3.8% Medicare tax. However, individuals may be able to deduct 20% of REIT ordinary income dividends, thus reducing the maximum effective U.S. federal income tax rate on such dividend to 29.6% (excluding the 3.8% Medicare tax). The more favorable rates applicable to regular corporate distributions could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay distributions, which could adversely affect the value of the stock of REITs, including our common stock.

In certain circumstances, we may be subject to U.S federal and state income taxes as a REIT, which would reduce our cash available for distribution to our stockholders.

We may be subject to taxes on our U.S. federal and state income taxes even if we qualify as a REIT for U.S. federal income tax purposes, including those described below:

•In order to qualify as a REIT, we are required to distribute annually at least 90% of our REIT taxable income (determined without regard to the dividends-paid deduction or net capital gain) to our stockholders. If we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income (and any net capital gain), we will be subject to corporate income tax on the undistributed income.

•We will be required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions we make to our stockholders in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from previous years.

•If we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we will be required to pay a tax on that income at the highest corporate income tax rate.

•Any sale of a property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business may be considered a “prohibited transaction.” If we are deemed to have engaged in a “prohibited transaction”, the taxable gain recognized from such sale would be subject to a 100% penalty tax.

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Investments in other REITs and real estate partnerships could subject us to the tax risks associated with the tax status of such entities.

We may invest in the securities of other REITs and real estate partnerships. Such investments are subject to the risk that any such REIT or partnership may fail to satisfy the requirements to qualify as a REIT or a partnership, as the case may be, in any given taxable year. In the case of a REIT, such failure would subject such entity to taxation as a corporation, may require such REIT to incur indebtedness to pay its tax liabilities, may reduce its ability to make distributions to us, and may render it ineligible to elect REIT status prior to the fifth taxable year following the year in which it fails to so qualify. In the case of a partnership, such failure could subject such partnership to an entity level tax and reduce the entity’s ability to make distributions to us. In addition, such failures could, depending on the circumstances, jeopardize our ability to qualify as a REIT because we may then own more than 10% of the securities of an issuer that was neither a REIT, a qualified REIT subsidiary nor a TRS.

If any subsidiary REIT failed to qualify as a REIT, we could fail to remain qualified as a REIT.

We own and may acquire direct or indirect interests in one or more subsidiary REITs. A subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to us. If a subsidiary REIT were to fail to qualify as a REIT, then (i) that subsidiary REIT would become subject to U.S. federal income tax and (ii) the subsidiary REIT’s failure to qualify could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus could impair our ability to qualify as a REIT unless we could avail ourself of certain relief provisions.

Our board of directors is authorized to revoke our REIT election without stockholder approval, which may cause adverse consequences to our stockholders.

Our charter authorizes our board of directors to revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is not in our best interest to be taxed as a REIT. In the event that we cease to be taxed as a REIT, we would become subject to U.S. federal income tax at regular corporate income tax rates on our taxable income and we would no longer be required to distribute most of our net income to our stockholders, which may cause a reduction in the total return to our stockholders.

Distributions to tax-exempt investors may be classified as unrelated business taxable income.

Generally, distributions with respect to our common stock nor gain from the sale of our common stock, does not constitute “unrelated business taxable income” to a tax-exempt investor. However, there are certain exceptions to this rule. In particular:

•part of the income and gain recognized by certain qualified employee pension trusts with respect to our common stock may be treated as unrelated business taxable income if shares of our common stock are predominately held by qualified employee pension trusts, we are required to rely on a special look-through rule for purposes of meeting one of the REIT share ownership tests, and we are not operated in a manner to avoid treatment of such income or gain as unrelated business taxable income;

•part of the income and gain recognized by a tax-exempt investor with respect to our common stock would constitute unrelated business taxable income if the investor incurs debt in order to acquire the common stock; and

•part or all of the income or gain recognized with respect to our common stock by social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans that are exempt from U.S. federal income taxation under Sections 501(c)(7), (9), (17) or (20) of the Code may be treated as unrelated business taxable income.

The stock ownership limit imposed by the Code for REITs and our charter may restrict our business combination opportunities and stockholders may be restricted from acquiring or transferring certain amounts of our capital stock.

To maintain our status as a REIT under the Code, not more than 50% in value of our outstanding stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year after our first year in which we qualify as a REIT. Our charter, with certain exceptions, authorizes our board of directors to take the actions that are necessary and desirable to preserve our qualification as a REIT. Unless an exemption is granted by our board of directors, no person (as defined to include entities) may own more than 9.8% in value of our capital stock or more than 9.8% in value or in number of shares, whichever is more restrictive, of our

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common stock. In addition, our charter generally prohibits beneficial or constructive ownership of shares of our capital stock by any person that owns, actually or constructively, an interest in any of our lessees that would cause us to own, actually or constructively, more than a 9.9% interest in any of our lessees. Our board of directors may grant an exemption in its sole discretion, subject to such conditions, representations and undertakings as it may determine. These ownership limitations in our charter are common in REIT charters and are intended, among other purposes, to assist us in complying with the tax law requirements and to minimize administrative burdens. However, these ownership limits might also delay or prevent a transaction or a change in our control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.

The tax on prohibited transactions will limit our ability to engage in transactions, including certain methods of syndicating and securitizing mortgage loans, that would be treated as sales for U.S. federal income tax purposes.

A REIT’s net income from “prohibited transactions” is subject to a 100% tax. In general, “prohibited transactions” are sales or other dispositions of property, other than foreclosure property but including mortgage loans, that are held primarily for sale to customers in the ordinary course of business. We might be subject to this tax if we were to syndicate, dispose of or securitize loans in a manner that causes such syndication, disposition or securitization of loans to be treated as a sale of the loans for U.S. federal income tax purposes. Therefore, to avoid the prohibited transactions tax, we may choose not to engage in certain loan transactions at the REIT level and may limit the structures we utilize for securitization transactions, even though the transactions or structures otherwise might be beneficial to us.

The Code provides a safe harbor that, if met, ensures a transaction will not constitute a “prohibited transaction.” In order to meet the safe harbor, (i) we must have held the property for at least two-years (and, in the case of property which consists of land or improvements not acquired through foreclosure, we must have held the property for two years for the production of rental income), (ii) we must not have made aggregate expenditures includible in the basis of the property during the two-year period preceding the date of sale that exceed 30% of the net selling price of the property, and (iii) during the taxable year the property is disposed of, we must not have made more than seven property sales or, alternatively, the aggregate adjusted basis or fair market value of all the properties sold by us during the taxable year must not exceed 10% of the aggregate adjusted basis or 10% of the fair market value, respectively, of all our assets as of the beginning of the taxable year (with the 10% thresholds increased to 20% in certain circumstances). If the seven-sale limitation in (iii) above is not satisfied, substantially all of the marketing and development expenditures with respect to the property must be made through an independent contractor from whom we do not derive or receive any income (or, in certain circumstances, by a TRS). We will endeavor to avoid engaging in prohibited transactions and comply with the safe harbor provisions. However, there is no assurance, that we will not engage in a transaction that is characterized as a “prohibited transaction.”

Our ownership of and relationship with our taxable REIT subsidiaries will be limited and a failure to comply with the limits would jeopardize our REIT status and may result in the application of a 100% excise tax.

A REIT may own up to 100% of the stock of one or more TRS. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, for taxable years beginning after December 31, 2017 through December 31, 2025, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. For taxable years beginning after December 31, 2025, up to 25% of a REIT’s asset value may be comprised of TRS securities. A domestic TRS will pay U.S. federal, state and local income tax at regular corporate rates on any income that it earns. In addition, certain tax laws may limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. We cannot assure our stockholders that we will be able to comply with the value limitation on ownership of TRS stock and securities on an ongoing basis so as to maintain REIT status or to avoid application of the 100% excise tax imposed on certain non-arm’s length transactions.

Recharacterization of transactions in connection with the Operating Partnership's DST Program could result in a 100% tax on income from “prohibited transactions,” which would diminish our cash available for distribution to our stockholders.

In connection with the formation of DSTs under our DST Program, one or more of our TRSs have acquired and sold, and will continue to acquire and sell, properties into one or more DSTs. If the IRS successfully treated the Operating Partnership, rather than our TRSs, as the beneficial owner and seller of such properties, gain from such sales could be treated as gain from the sale of properties held primarily for the sale to customers in the ordinary course of business. In

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such event, such gain could constitute income from a “prohibited transaction” subject to the 100% tax described above. If this occurs, our cash available for distribution to our stockholders may be adversely affected.

Legislative or regulatory action could adversely affect investors.

In recent years, numerous legislative, judicial and administrative changes have been made to the U.S. federal income tax laws applicable to investments in real estate and REITs, and it is possible that additional such legislation may be enacted in the future. There can be no assurance that future changes to the U.S. federal income tax laws or regulatory changes will not be proposed or enacted that could impact our business and financial results.

Although REITs generally receive more favorable tax treatment than entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to be treated as a corporation for U.S. federal income tax purposes. Our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the vote of our stockholders. Our board of directors has fiduciary duties to us and our stockholders and could only cause such changes in our tax treatment if it determines in good faith that such changes are in the best interest of our stockholders. You are urged to consult with your tax advisor regarding the effect of the potential future changes to the federal tax laws on an investment in our shares of common stock.

Qualifying as a REIT involves highly technical and complex provisions of the Code.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which only limited judicial and administrative authorities exist. Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. Even a technical or inadvertent violation could jeopardize our REIT qualification. In addition, our ability to satisfy the requirements to qualify as a REIT depends in part on the actions of third parties over which we have no control or only limited influence, including in cases where we own an equity interest in an entity that is classified as a partnership or a REIT for U.S. federal income tax purposes.

Certain foreign investors may be subject to tax under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) on the sale of common shares if we do not qualify as a “domestically controlled qualified investment entity” or if any of our distributions to such investors are attributable to our taxable disposition of U.S. real property interests.

A foreign person (subject to certain exceptions) disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests, generally is subject to a tax under FIRPTA on the gain recognized on the disposition. FIRPTA does not apply, however, to the disposition of stock in a REIT if the REIT is a “domestically controlled qualified investment entity” (as defined in Section 897(h)(4)(B) of the Code and the regulations promulgated thereunder). A domestically controlled qualified investment entity includes a REIT 50% or more of whose shares (based on value) is held directly or indirectly by U.S. holders at all times during a specified testing period.

Prospective investors are urged to consult with their tax advisors regarding the application and impact of these rules. There can be no assurance that we are or will qualify as a domestically controlled qualified investment entity. If we were to fail to so qualify, gain realized by a foreign investor on a sale of our common stock would potentially be subject to FIRPTA unless our common stock was traded on an established securities market and the foreign investor did not at any time during a specified testing period directly or indirectly own more than 10% of the value of our outstanding common stock. We do not, however, expect any of our shares to be regularly traded on an established securities market. Regardless of our status as a domestically controlled qualified investment entity, capital gain distributions attributable to a disposition of a U.S. real property interest will generally be subject to tax under FIRPTA in the hands of non-U.S. investors (unless an exception to FIRPTA applies to such investor).

We may be forced to liquidate otherwise attractive investments in order to comply with REIT requirements.

To qualify as a REIT, at the end of each calendar quarter, at least 75% of our assets must consist of cash, cash items, government securities and qualified real estate assets. The remainder of our investments in securities (other than qualified real estate assets and government securities) generally cannot include more than 10% of the voting securities of any one issuer or more than 10% of the value of the outstanding securities of any one issuer unless we and such issuer jointly elect for such issuer to be treated as a “taxable REIT subsidiary” under the Code. Additionally, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more than 25% of the value of our assets may be represented by securities of one or more taxable REIT subsidiaries

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(for taxable years beginning on or before December 31, 2025, no more than 20% of the value of our assets may be represented by securities of one or more taxable REIT subsidiaries). If we fail to comply with these requirements, we must dispose of the assets causing such failure within 30 days after the end of the calendar quarter in order to avoid losing our REIT status and suffering adverse tax consequences. In order to satisfy these requirements, we may be forced to liquidate otherwise attractive investments.

The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.

The IRS issued Revenue Procedure 2003-65, which provides a safe harbor pursuant to which a mezzanine loan that is secured by interests in a pass-through entity will be treated by the IRS as a real estate asset for purposes of the REIT 75% asset test, and interest derived from such loan will be treated as qualifying mortgage interest for purposes of the REIT 75% income test. Although the Revenue Procedure provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law. We may make investments in loans secured by interests in pass-through entities in a manner that complies with the various requirements applicable to our qualification as a REIT. To the extent, however, that any such loans do not satisfy all of the requirements for reliance on the safe harbor set forth in the Revenue Procedure, there can be no assurance that the IRS will not challenge the tax treatment of such loans, which could jeopardize our ability to qualify as a REIT.

INVESTMENT COMPANY RISKS

Avoiding registration as an investment company imposes limits on our operations, and failure to avoid registration reduces the value of our stockholders’ investment.

We conduct our operations so as not to become regulated as an investment company under the Investment Company Act of 1940, as amended, which we refer to as the “Investment Company Act.” To do so, we will have to continue to monitor the value of our securities in comparison with the value of our other assets and make sure that the value of our securities does not exceed 40% of the value of all of our assets on an unconsolidated basis. As a result, we may be unable to sell assets we would otherwise want to sell and may be unable to purchase securities we would otherwise want to purchase.

If we were obligated to register as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:

•limitations on capital structure;

•restrictions on specified investments;

•prohibitions on transactions with affiliates; and

•compliance with reporting, record keeping, voting proxy disclosure and other rules and regulations that would significantly increase our operating expenses.

Registration with the SEC as an investment company would be costly, would subject the Company to a host of complex regulations and would divert the attention of management from the conduct of our business.

Further, if it were established that we were an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC, that we would be unable to enforce contracts with third parties and that third parties could seek to obtain rescission of transactions undertaken during the period it was established that we were an unregistered investment company. Any such results would be likely to have a material adverse effect on us.

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RETIREMENT PLAN RISKS

If our stockholders fail to meet the fiduciary and other standards under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Code as a result of an investment in our stock, our stockholders could be subject to penalties.

There are special considerations that apply to employee benefit plans subject to ERISA (such as profit-sharing, section 401(k) or pension plans) and other retirement plans or accounts subject to Section 4975 of the Code (such as an IRA) or any entity whose assets include such assets (each a “Benefit Plan”) that are investing in our shares. If our stockholders are investing the assets of such a plan or account in our common stock, such stockholders should satisfy themselves that:

•such investment is consistent with their fiduciary and other obligations under ERISA and the Code;

•such investment is made in accordance with the documents and instruments governing the plan or IRA, including the plan’s or account’s investment policy;

•such investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Code;

•such investment in our shares, for which no trading market may exist, is consistent with the liquidity needs of the plan or IRA;

•such investment will not produce an unacceptable amount of “unrelated business taxable income” for the plan or IRA;

•such stockholder will be able to comply with the requirements under ERISA and the Code to value the assets of the plan or IRA annually; and

•such investment will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

With respect to the annual valuation requirements described above, we expect to provide an estimated value of our net assets per share annually to those fiduciaries (including IRA trustees and custodians) who request it. Although this estimate will be based upon determinations of the NAV of our shares in accordance with our valuation procedures, no assurance can be given that such estimated value will satisfy the applicable annual valuation requirements under ERISA and the Code. The Department of Labor or the IRS may determine that a plan fiduciary or a fiduciary acting for an IRA is required to take further steps to determine the value of our common shares. In the absence of an appropriate determination of value, a plan fiduciary or a fiduciary acting for an IRA may be subject to damages, penalties or other sanctions.

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA and the Code may result in the imposition of civil and criminal penalties, and can subject the fiduciary to claims for damages or for equitable remedies, including liability for investment losses. In addition, if an investment in our shares constitutes a prohibited transaction under ERISA or the Code, the fiduciary or IRA owner who authorized or directed the investment may be subject to the imposition of excise taxes with respect to the amount invested. Additionally, the investment transaction may have to be reversed. In the case of a prohibited transaction involving an IRA owner, the IRA may be disqualified as a tax-exempt account and all of the assets of the IRA may be deemed distributed and subjected to tax. ERISA plan fiduciaries and IRA owners should consult with counsel before making an investment in our shares.

If our assets are deemed to be plan assets, the Advisor and we may be exposed to liabilities under Title I of ERISA and the Code.

In some circumstances where an ERISA plan holds an interest in an entity, the assets of the entity are deemed to be ERISA plan assets unless an exception applies. This is known as the “look-through rule.” Under those circumstances, the obligations and other responsibilities of plan sponsors, plan fiduciaries and plan administrators, and of parties in interest and disqualified persons, under Title I of ERISA and Section 4975 of the Code, as applicable, may be applicable, and there may be liability under these and other provisions of ERISA and the Code. We believe that our assets should not be treated as plan assets because our classes of shares should already qualify as “publicly-offered securities” that are exempt from the look-through rules under applicable Treasury Regulations. We note, however, that because certain limitations are imposed upon the transferability of shares so that we may qualify as a REIT, and perhaps for other reasons, it is possible that this “publicly-offered securities” exemption may not apply. If that is the case, and if the Advisor or we are exposed to liability

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under ERISA or the Code or we are required to alter our operations to comply with ERISA or the Code, our performance and results of operations could be adversely affected. Prior to making an investment in us, stockholders should consult with their legal and other advisors concerning the impact of ERISA and the Code on stockholder investment and our performance.

We do not intend to provide investment advice to any potential investor for a fee. However, we, the Advisor, and our respective affiliates receive certain fees and other consideration disclosed herein in connection with an investment. If it were determined we provided a Benefit Plan investor with investment advice for a fee, or if our assets are not exempt from the look-through rules, it could give rise to a determination that we constitute an investment advice fiduciary under ERISA and/or that our fee arrangements or operations are in violation of ERISA or Section 4975 of the Code. Such a determination could give rise to claims that our fee arrangements constitute non-exempt prohibited transactions under ERISA or the Code and/or claims that we have breached a fiduciary duty to a Benefit Plan investor. Adverse determinations with respect to ERISA fiduciary status or non-exempt prohibited transactions could result in significant civil penalties and excise taxes.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Assessment, Identification and Management of Material Risks from Cybersecurity Threats

We rely on the cybersecurity strategy and policies implemented by Ares, the parent company of our Advisor. Ares’ cybersecurity strategy prioritizes the detection and analysis of and response to known, anticipated or unexpected threats, effective management of security risks and resilience against cyber incidents. Ares’ enterprise-wide cybersecurity program is aligned to the National Institute of Standards and Technology Cybersecurity Framework. Ares’ cybersecurity risk management processes include technical security controls, policy enforcement mechanisms, monitoring systems, tools and related services, which include tools and services from third-party providers, and management oversight to assess, identify and manage risks from cybersecurity threats. Ares has implemented and continues to implement risk-based controls designed to prevent, detect and respond to information security threats and we rely on those controls to help us protect our information, our information systems, and the information of our investors, and other third parties who entrust us with their sensitive information.

Ares’ cybersecurity program includes physical, administrative and technical safeguards, as well as plans and procedures designed to help Ares prevent and timely and effectively respond to cybersecurity threats and incidents, including threats or incidents that may impact us, our Advisor or Ares. Ares’ cybersecurity risk management process seeks to monitor cybersecurity vulnerabilities and potential attack vectors, evaluate the potential operational and financial effects of any threat and mitigate such threats. The assessment of cybersecurity threats, including those which may impact us, our Advisor or Ares, is integrated into Ares’ Enterprise Risk Management program, which is overseen by the Ares Enterprise Risk Committee (the “Ares ERC”), as discussed below. In addition, Ares periodically engages with third-party consultants and key vendors to assist it in assessing, enhancing, implementing, and monitoring its cybersecurity risk management programs and responding to incidents.

The Ares cybersecurity risk management and awareness programs include periodic identification and testing of vulnerabilities, regular phishing simulations and annual general cybersecurity awareness and data protection training, including for all of the employees of Ares. Ares’ cybersecurity training programs also include annual certification requirements for employees of Ares with respect to certain policies supporting the cybersecurity program including information security and electronic communications, data protection and privacy. Ares undertakes periodic internal security reviews of its information systems and related controls, including systems affecting personal data and the cybersecurity risks of Ares’ and our critical third-party service providers and other partners. Ares also completes periodic external reviews of its cybersecurity program and practices, which include assessments of relevant data protection practices and targeted attack simulations.

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In the event of a cybersecurity incident impacting us, our Advisor or Ares, Ares has developed an incident response plan that provides guidelines for responding to such an incident and facilitates coordination across multiple operational functions of Ares, including coordinating with the relevant members of our Advisor. The incident response plan includes notification to the applicable members of cybersecurity leadership, including Ares’ Chief Information Security Officer (“CISO”), and, as appropriate, escalation to the full Ares ERC and/or an internal ad-hoc group of senior employees, tasked with helping to manage the cybersecurity incident. Depending on their nature, incidents may also be reported to the audit committee or full board of directors of Ares, as well as to the audit committee of our board of directors and to our full board of directors, if appropriate.

Material Impact of Risks from Cybersecurity Threats

In the last three fiscal years, we have not experienced a material information security breach incident that has materially affected our business strategy, results of operations or financial conditions. The expenses we have incurred from information security breach incidents have been immaterial, and we are not aware of any cybersecurity risks that are reasonably likely to materially affect our business. However, future incidents could have a material impact on our business strategy, results of operations, or financial condition. For additional discussion of the risks posed by cybersecurity threats, see “Item 1A. Risk Factors—Risks Related to Our General Business Operations and Our Corporate Structure—Security incidents or cyber-attacks could adversely affect our business by causing a disruption to our operations or the operations of the Advisor, the Dealer Manager, our transfer agent or any other party that provides us with services essential to our operations…which could negatively impact our business, financial condition and operating results.”

Oversight of Cybersecurity Risks

Our cybersecurity program is managed by Ares’ dedicated internal cybersecurity team, which is responsible for enterprise-wide cybersecurity strategy, policies, standards, engineering, architecture and processes. The team is led by Ares’ CISO, who has a Master’s degree in Cybersecurity from Brown University and over 25 years of experience advising on and managing risks from cybersecurity threats as well as developing and implementing cybersecurity policies and procedures. The Ares CISO reports cybersecurity updates to the Ares ERC. The Ares ERC is a committee that governs and oversees the Ares Enterprise Risk Program, including cybersecurity. The Ares ERC includes its CEO, Co-Presidents, CFO, General Counsel, CIO, Chief Compliance Officer and Head of Enterprise Risk, who acts as chairperson of the Ares ERC. The Ares ERC, through regular consultation with the Ares internal cybersecurity team and representatives from our Advisor, assesses, discusses, and prioritizes Ares’ approach to high-level risks, mitigating controls, and ongoing cybersecurity efforts.

Our audit committee has primary responsibility for oversight and review of guidelines and policies with respect to risk assessment and risk management, including cybersecurity. Periodically, reports are provided to our audit committee as well as our full board of directors, as appropriate, on cybersecurity matters, primarily through presentations by the CISO and the Ares’ Head of Enterprise Risk. Such reporting includes updates on Ares’ cybersecurity program as it impacts us, the external threat environment, and Ares’ programs to address and mitigate the risks associated with the evolving cybersecurity threat environment. These reports also include updates on our and Ares’ preparedness, prevention, detection, responsiveness, and recovery with respect to cyber incidents.

ITEM 2. PROPERTIES

As of December 31, 2025, our consolidated real property portfolio consisted of 143 properties, totaling approximately 30.5 million square feet located in 34 markets throughout the U.S. We also owned, either directly through our unconsolidated joint venture partnerships or indirectly through other entities owned by our unconsolidated joint venture partnerships, 150 credit lease properties, 21 industrial properties, 15 data center investments and 27 debt-related investments as of December 31, 2025. Unless otherwise noted, these unconsolidated properties are excluded from the presentation of our portfolio data herein. Refer to “Note 3 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for detail relating to our 2025 acquisition and disposition activity and “Note 4 to the Consolidated Financial Statements” for detail relating to our unconsolidated joint venture partnerships. Unless otherwise indicated, the term “fair value” of our real estate investments as used herein refers to the fair value as determined pursuant to our valuation procedures.

As used herein, the term “commercial” refers to our industrial, retail, office and data center properties or customers, as applicable.

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Portfolio Overview. We currently group our real property portfolio into six categories: residential, industrial, retail, office, data center and other. The following table summarizes our real property portfolio by category as of December 31, 2025:

						Average
		Number of		% of Total		Effective Annual
($ and square feet in thousands,	Number of	Real	Rentable	Rentable		Base Rent per		%
except for per square foot data)	Markets (1)	Properties	Square Feet	Square Feet		Square Foot (2)		Leased
Residential properties	12	24	6,720	22.1	%	$	28.44	93.3	%
Industrial properties	28	83	18,664	61.3		7.58		96.7
Retail properties	8	18	2,292	7.5		21.00		97.0
Office properties	5	6	1,221	4.0		38.73		76.5
Data Center properties	1	2	745	2.5		37.20		100.0
Other properties	5	10	813	2.6		18.67		82.8
Total real property portfolio	34	143	30,455	100.0	%	$	15.17	94.9	%

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(1)Reflects the number of unique markets by category and in total. As such, the total number of markets does not equal the sum of the number of markets by category as certain categories are located in the same market.

(2)Amount calculated as total annualized base rent, which includes the impact of any contractual tenant concessions (cash basis) per the terms of the lease, divided by total lease square footage as of December 31, 2025.

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Market Diversification. The following table summarizes certain operating metrics of our real property portfolio by market and by category as of December 31, 2025:

($ and square feet in thousands)	Number of Properties	Investment in Real Estate Properties		% of Gross Investment Amount		Rentable Square Feet	% of Total Rentable Square Feet		% Leased (1)
Residential properties:
Atlanta, GA	3	$	293,053	4.1	%	808	2.7	%	91.6	%
Central Florida	3	437,556		6.1		958	3.1		92.9
Charlotte, NC	2	170,305		2.4		487	1.6		91.9
Dallas, TX	4	363,616		5.0		1,124	3.7		94.0
D.C. / Baltimore	1	97,287		1.4		288	0.9		93.2
Denver, CO	1	81,202		1.1		201	0.7		94.6
Pennsylvania	1	93,615		1.3		235	0.8		88.8
Phoenix, AZ	1	137,932		1.9		409	1.3		94.2
San Antonio, TX	2	151,974		2.1		592	1.9		94.8
Seattle, WA	1	123,952		1.7		208	0.7		93.7
South Florida	4	466,512		6.5		1,202	4.0		95.5
Tucson, AZ	1	126,020		1.7		208	0.7		87.3
Total residential properties (7,381 units)	24	2,543,024		35.3		6,720	22.1		93.3
Industrial properties:
Atlanta, GA	1	66,485		0.9		798	2.6		100.0
Bay Area, CA	3	169,270		2.3		614	2.0		88.0
Central Florida	6	244,809		3.4		1,413	4.6		85.8
Charlotte, NC	1	22,729		0.3		208	0.7		100.0
Chicago, IL	2	91,376		1.3		875	2.9		100.0
Cincinnati, OH	2	34,115		0.5		395	1.3		55.2
Columbus, OH	4	95,291		1.3		1,006	3.3		100.0
Dallas, TX	5	201,876		2.8		1,896	6.2		100.0
D.C. / Baltimore	6	148,677		2.1		1,108	3.6		100.0
Denver, CO	2	59,289		0.8		365	1.2		100.0
Greater Boston	4	142,307		2.0		577	1.9		100.0
Houston, TX	5	140,183		1.9		1,210	4.0		100.0
Indianapolis, IN	7	135,454		1.9		1,591	5.2		100.0
Las Vegas, NV	2	33,790		0.5		276	0.9		100.0
Louisville, KY	1	19,770		0.3		235	0.8		100.0
Metro New York	2	29,960		0.4		172	0.6		100.0
New Jersey	4	68,459		0.9		571	1.9		100.0
Pennsylvania	3	100,701		1.4		564	1.9		78.7
Phoenix, AZ	3	65,960		0.9		337	1.1		100.0
Portland, OR	3	65,051		0.9		395	1.3		100.0
Reno, NV	1	69,631		1.0		723	2.4		100.0
Richmond, VA	4	87,652		1.2		618	2.0		100.0
Salt Lake City, UT	2	144,262		2.0		916	3.0		94.6
San Antonio, TX	4	115,993		1.6		970	3.2		100.0
San Diego, CA	1	26,452		0.4		136	0.5		100.0
Seattle, WA	2	114,208		1.6		410	1.3		100.0
South Florida	1	15,197		0.2		76	0.2		100.0
Southern California	2	69,060		0.9		209	0.7		100.0
Total industrial properties	83	2,578,007		35.7		18,664	61.3		96.7

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($ and square feet in thousands)	Number of Properties	Investment in Real Estate Properties		% of Gross Investment Amount		Rentable Square Feet	% of Total Rentable Square Feet		% Leased (1)
Retail properties:
Atlanta, GA	1	58,726		0.8		328	1.1		100.0
Birmingham, AL	1	45,458		0.7		193	0.6		95.5
D.C. / Baltimore	1	41,440		0.6		131	0.4		100.0
Greater Boston	10	268,075		3.7		982	3.2		96.1
New Jersey	1	67,224		0.9		226	0.8		95.7
Raleigh, NC	1	45,292		0.6		125	0.4		91.6
South Florida	2	116,457		1.6		206	0.7		99.2
Tulsa, OK	1	36,237		0.5		101	0.3		100.0
Total retail properties	18	678,909		9.4		2,292	7.5		97.0
Office properties:
Austin, TX	1	86,412		1.2		272	0.9		44.9
D.C. / Baltimore	1	95,030		1.3		128	0.4		81.3
Metro New York	1	271,305		3.8		595	2.0		82.3
Minneapolis / St. Paul, MN	1	39,621		0.5		103	0.3		92.8
New Jersey	2	47,890		0.7		123	0.4		100.0
Total office properties	6	540,258		7.5		1,221	4.0		76.5
Data Center properties:
D.C. / Baltimore	2	689,072		9.6		745	2.5		100.0
Total data center properties	2	689,072		9.6		745	2.5		100.0
Other properties:
Central Florida	3	34,730		0.5		187	0.6		80.4
New Jersey	1	23,959		0.3		91	0.3		89.7
Pennsylvania	3	63,207		0.9		274	0.9		85.9
Richmond, VA	1	16,698		0.2		100	0.3		72.7
South Florida	2	44,271		0.6		161	0.5		82.8
Total other properties	10	182,865		2.5		813	2.6		82.8
Total real property portfolio	143	$	7,212,135	100.0	%	30,455	100.0	%	94.9	%

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(1)Percentage leased is based on executed leases as of December 31, 2025.

Lease Terms. Commercial lease terms typically range from one to 10 years, and often include renewal options. Commercial leases that are structured on a “triple net basis,” in which customers pay their proportionate share of real estate taxes, insurance, common area maintenance, and certain other operating costs, account for 89.8% of our total leased commercial portfolio, based on number of commercial leases. Most of our commercial leases include fixed rental increases or Consumer Price Index-based rental increases and are not based on the income or profits of any person. The majority of our residential and self-storage leases expire within 12 months.

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Lease Expirations. As of December 31, 2025, the weighted-average remaining term of our total leased commercial portfolio was approximately 5.7 years based on annualized base rent and 4.7 years based on leased square footage, excluding renewal options. The following table summarizes the lease expirations at our commercial properties for leases in place as of December 31, 2025, without giving effect to the exercise of renewal options or termination rights, if any. The table excludes our residential and self-storage properties as substantially all leases at such properties expire within 12 months.

($ and square feet in thousands)	Number of <br>Commercial Leases	Annualized Base Rent (1)		% of Total<br>Annualized<br>Base Rent (1)		Leased<br>Square Feet	% of Total<br>Leased<br>Square Feet
2026 (2)	62	$	17,981	7.3	%	1,768	8.0	%
2027	69	24,721		10.0		2,670	12.1
2028	91	34,699		14.0		3,446	15.7
2029	74	31,839		12.8		3,553	16.2
2030	73	28,915		11.7		2,383	10.8
2031	43	17,656		7.1		1,947	8.9
2032	26	17,867		7.2		1,661	7.6
2033	25	9,212		3.7		681	3.1
2034	23	17,407		7.0		1,991	9.1
2035	22	12,142		4.9		852	3.9
Thereafter	26	35,429		14.3		1,009	4.6
Total leased	534	$	247,868	100.0	%	21,961	100.0	%

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(1)Annualized base rent is calculated as monthly base rent including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of December 31, 2025, multiplied by 12.

(2)Includes four leases totaling approximately 100,000 square feet that expired on December 31, 2025.

Customer Diversification. We believe that the customer base that occupies our real property portfolio is generally stable and well-diversified. As of December 31, 2025, there were no customers that represented more than 10.0% of total annualized base rent or more than 10.0% of total leased square feet. The following table reflects our 10 largest customers, based on annualized base rent, as of December 31, 2025:

($ and square feet in thousands)	Number of<br>Locations (1)	Annualized Base Rent (2)		% of Total<br>Annualized<br>Base Rent (2)		Leased<br>Square Feet	% of Total<br>Leased<br>Square Feet
Amazon / Whole Foods	7	$	33,303	7.6	%	1,349	4.7	%
Stop & Shop	7	8,163		1.9		449	1.5
S.P. Richards Company	7	7,874		1.8		954	3.3
MF Warehouse	1	5,630		1.3		770	2.6
FedEx	3	5,386		1.2		1,063	3.7
Mizuho Bank Ltd.	1	4,622		1.1		110	0.4
SpaceX	2	4,117		0.9		269	0.9
Kuehne + Nagel	1	4,040		0.9		432	1.5
Veritiv Operating Company	2	3,480		0.8		804	2.8
S&S Activewear	1	3,257		0.7		657	2.3
Total	32	$	79,872	18.2	%	6,857	23.7	%

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(1)Reflects the number of properties for which the customer has at least one lease in-place.

(2)Annualized base rent is calculated as monthly base rent including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of December 31, 2025, multiplied by 12.

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The majority of our customers do not have a public corporate credit rating. We evaluate creditworthiness and financial strength of prospective commercial customers based on financial, operating and business plan information that such prospective customers provide to us, as well as other market, industry and economic information that is generally publicly available. As a result of this assessment, we may require that the customers enhance their credit by providing us with security deposits, letters of credit from established financial institutions, or personal or corporate guarantees. Customer creditworthiness often influences the amount of upfront tenant improvements, lease incentives, concessions or other leasing costs. We evaluate creditworthiness of our residential customers based on standard market practice, which includes credit checks.

Industry Diversification. We intend to maintain a well-diversified mix of customers to limit our exposure to any single customer or industry. Our diversified investment strategy inherently provides for customer diversity, and we continue to monitor our exposure relative to our larger customer industry sectors. The following table reflects the 10 largest industry concentrations within our portfolio, based on annualized base rent, as of December 31, 2025 and assumes that our residential and self-storage investments are not concentrated within any specific industry:

($ and square feet in thousands)	Number of <br>Leases	Annualized Base Rent (1)		% of Total<br>Annualized<br>Base Rent		Leased<br>Square Feet	% of Total<br>Leased<br>Square Feet
eCommerce / Fulfillment	9	$	33,918	7.7	%	1,614	5.6	%
Storage / Warehousing	24	19,937		4.6		2,692	9.3
Professional Services	55	17,012		3.9		685	2.4
Transportation / Logistics	15	16,549		3.8		2,268	7.8
Food & Beverage	87	15,710		3.6		940	3.3
Supermarket	16	14,911		3.4		841	2.9
Apparel / Clothing	20	12,406		2.8		1,726	6.0
Financial	16	12,043		2.7		269	0.9
Manufacturing	14	9,492		2.2		1,292	4.5
Electrical / Wire	6	8,860		2.0		1,072	3.7
Total	262	$	160,838	36.7	%	13,399	46.4	%

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DST Program and DST Program Loans. Our DST Program raises capital through private placement offerings by selling DST Interests in specific DSTs holding real properties. The following table presents our DST Program activity for the years ended December 31, 2025, 2024, and 2023:

	For the Year Ended December 31,
(in thousands)	2025		2024		2023
DST Interests sold	$	1,219,305	$	797,022	$	479,155
DST Interests financed by DST Program Loans	99,780		63,332		51,360
Income earned from DST Program Loans (1)	10,949		6,793		5,155
Unrealized gain (loss) on DST Program Loans (2)	17		(17)		—
Unrealized (loss) gain on financing obligations (3)	(54,776)		(2,034)		932
Gain on extinguishment of financing obligations (4)	33,407		41,050		—
Decrease in financing obligation liability appreciation (5)	—		(69)		(459)
Rent obligation incurred under master lease agreements (5)	92,937		62,549		57,916

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(1)Included in other income and expenses on the consolidated statements of operations.

(2)Included in gain (loss) on financial assets on the consolidated statements of operations.

(3)Included in (loss) gain on financing obligations on the consolidated statements of operations.

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(4)Included in gain (loss) on extinguishment of debt and financing obligations, net on the consolidated statements of operations and recorded upon extinguishment of our financing obligations in accordance with our Umbrella Partnership Real Estate Investment Trust (“UPREIT”) structure.

(5)Included in interest expense on the consolidated statements of operations.

During the years ended December 31, 2025, 2024, and 2023, 27.8 million OP Units, 83.6 million OP Units and 27.3 million OP Units, respectively, were issued in exchange for DST Interests for a net investment of $220.7 million, $639.1 million and $228.3 million, respectively, in accordance with our UPREIT structure. In addition, we paid $0.5 million and $3.9 million in cash in exchange for DST Interests during the years ended December 31, 2025 and 2024, respectively. There was no cash paid in exchange for DST Interests during the year ended December 31, 2023. As of December 31, 2025 and 2024, our DST Program Loans had a combined carrying value of $191.5 million and $120.9 million, respectively. Refer to “Note 7 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for additional detail regarding the DST Program.

Debt Obligations. Our consolidated indebtedness is currently comprised of borrowings under our line of credit, term loans and mortgage notes. As of December 31, 2025, we had $3.0 billion of consolidated indebtedness with a weighted-average interest rate of 4.85%, which includes the effects of the interest rate swap and cap agreements. The weighted-average remaining term of our consolidated debt as of December 31, 2025 was 2.9 years, excluding the impact of certain extension options. The total gross book value of properties encumbered by our consolidated debt as of December 31, 2025 was $2.32 billion. See “Note 6 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” and Item 15, “Schedule III—Real Estate and Accumulated Depreciation” for additional information.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we, our executive officers, directors and our Advisor, and its affiliates and/or any of their respective principals and employees are subject to legal proceedings, including those arising from our investments, and we and our Advisor are also subject to extensive regulation, which, from time to time, results in requests for information from us or our Advisor or legal or regulatory proceedings or investigations against us or our Advisor, respectively. We incur significant costs and expenses in connection with any such proceedings, information requests, and investigations.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is no public trading market for shares of our common stock and we do not have an obligation nor plans to apply for listing on any public trading market. The prices at which our shares of common stock are sold pursuant to our securities offerings, or redeemed pursuant to our share redemption program, are based on the monthly NAV per share, which is determined in accordance with our valuation procedures, as described further below. On a limited basis, our stockholders may be able to have their shares redeemed through our share redemption program. Therefore, there is a risk that a stockholder may not be able to sell shares of our common stock at a time or price acceptable to the stockholder, or at all. Additionally, we may repurchase shares of our common stock pursuant to self-tender offers at a discount to NAV.

We commenced calculating a NAV on July 12, 2012. The following table presents the high and low NAV per share of each class of common stock reported for each quarter within the two most recent fiscal years. Each class of common stock has had the same NAV for each reported period.

Quarter	Low		High
2025
First Quarter	$	7.6178	$	7.6647
Second Quarter	$	7.6735	$	7.7262
Third Quarter	$	7.7835	$	7.8710
Fourth Quarter	$	7.9404	$	8.0353
2024
First Quarter	$	7.6998	$	7.9943
Second Quarter	$	7.4911	$	7.6794
Third Quarter	$	7.4662	$	7.4965
Fourth Quarter	$	7.5083	$	7.5867

Net Asset Value

Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. With the approval of our board of directors, including a majority of our independent directors, we have engaged Altus Group U.S. Inc., a third-party valuation firm, to serve as our independent valuation advisor (“Altus Group” or the “Independent Valuation Advisor”) with respect to helping us administer the valuation and review process for the real properties in our portfolio, providing monthly real property appraisals and valuations for certain of our debt-related assets, reviewing annual third-party real property appraisals, reviewing the internal valuations of DST Program Loans and debt-related liabilities performed by our Advisor, providing quarterly valuations of our properties subject to master lease obligations associated with the DST Program, and assisting in the development and review of our valuation procedures. See Exhibit 99.2 of this Annual Report on Form 10-K for a more detailed description of our valuation procedures, including important disclosure regarding real property valuations provided by the Independent Valuation Advisor.

Our valuation procedures, which address specifically each category of our assets and liabilities and are applied separately from the preparation of our financial statements in accordance with GAAP, involve adjustments from historical cost. There are certain factors which cause NAV to be different from total equity or stockholders’ equity on a GAAP basis. Most significantly, the valuation of our real assets, which is the largest component of our NAV calculation, is provided to us by the Independent Valuation Advisor. For GAAP purposes, these assets are generally recorded at depreciated or amortized cost. Another example that will cause our NAV to differ from our GAAP total equity or stockholders’ equity is the straight-lining of rent, which results in a receivable for GAAP purposes that is not included in the determination of our NAV. The fair values of our assets and certain liabilities are determined using widely accepted methodologies and, as appropriate, the GAAP principles within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification under Topic 820, Fair Value Measurements and Disclosures and are used by ALPS in calculating our NAV per share. However, our valuation procedures and our NAV are not subject to GAAP and will not be subject to independent audit. We did not develop our valuation procedures with the intention of complying with fair value concepts under GAAP and, therefore,

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there could be differences between our fair values and the fair values derived from the principal market or most advantageous market concepts of establishing fair value under GAAP. The aggregate real property valuation of $7.57 billion compares to a GAAP basis of real properties (net of intangible lease liabilities and before accumulated amortization and depreciation) of $6.98 billion, representing a difference of approximately $586.3 million, or 8.4%.

As used below, “Fund Interests” means our outstanding shares of common stock, along with OP Units, which may be or were held directly or indirectly by the Advisor, affiliates of the Sponsor and Advisor, and third parties, and “Aggregate Fund NAV” means the NAV of all the Fund Interests.

The following table sets forth the components of Aggregate Fund NAV as of December 31, 2025 and 2024:

(in thousands)	December 31, 2025		December 31, 2024
Investments in residential properties	$	2,671,600	$	2,331,100
Investments in industrial properties	3,004,700		2,102,900
Investments in retail properties	728,250		694,900
Investments in office properties	400,150		464,850
Investments in other properties (1)	760,450		164,300
Total investment in real estate properties	7,565,150		5,758,050
Investments in real estate debt and securities	302,597		549,471
Investments in unconsolidated joint venture partnerships	467,237		235,413
DST Program Loans	191,502		120,651
Total investments	8,526,486		6,663,585
Cash and cash equivalents	40,059		19,554
Restricted cash	5,693		7,865
Other assets	69,452		71,071
Line of credit, term loans and mortgage notes	(3,005,732)		(2,723,502)
Financing obligations associated with our DST Program	(2,331,517)		(1,335,598)
Other liabilities	(141,264)		(105,577)
Accrued performance participation allocation	(16,544)		—
Accrued advisory fees	(4,984)		(3,646)
Noncontrolling interests in consolidated joint venture partnerships	(19,149)		(15,832)
Aggregate Fund NAV	$	3,122,500	$	2,577,920
Total Fund Interests outstanding	388,599		339,795

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(1)Includes self-storage and data center properties.

The following table sets forth the NAV per Fund Interest as of December 31, 2025:

(in thousands, except			Class T-R		Class S-R		Class D-R		Class I-R		Class E		Class S-PR		Class D-PR		Class I-PR		Class B
per Fund Interest data)	Total		Shares		Shares		Shares		Shares		Shares		Shares		Shares		Shares		Shares		OP Units
As of December 31, 2025
Monthly NAV	$	3,122,500	$	183,771	$	293,037	$	45,879	$	499,875	$	319,905	$	46,266	$	3,213	$	69,599	$	204,174	$	1,456,781
Fund Interests outstanding	388,599		22,870		36,469		5,710		62,210		39,812		5,758		400		8,662		25,410		181,298
NAV Per Fund Interest	$	8.0353	$	8.0353	$	8.0353	$	8.0353	$	8.0353	$	8.0353	$	8.0353	$	8.0353	$	8.0353	$	8.0353	$	8.0353

Under GAAP, we record liabilities for ongoing distribution fees that we estimate we may pay in future periods for the Fund Interests. As of December 31, 2025, we estimated approximately $73.0 million of ongoing distribution fees were potentially payable. We do not deduct the liability for estimated future distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimated value on the date that we determine our NAV. Accordingly, our estimated NAV at any given time does not include consideration of any estimated future distribution fees that may become payable after such date.

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Financing obligations associated with our DST Program, as reflected in our NAV table above, represent outstanding proceeds raised from our private placements under the DST Program due to the fact that we have an option (which may or may not be exercised) to purchase the interests in the DSTs and thereby acquire the real property owned by the trusts. We may acquire these properties using OP Units, cash, or a combination of both. See “Note 7 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for additional details regarding our DST Program. We may use proceeds raised from our DST Program for the repayment of debt, acquisition of properties and other investments, distributions to our stockholders, payments under our debt obligations and master lease agreements related to properties in our DST Program, redemption payments, capital expenditures and other general corporate purposes. We pay our Advisor an annual, fixed component of our advisory fee of 1.10% of the consideration received for selling interests in DST Properties to third-party investors, net of upfront fees and expense reimbursements payable out of gross proceeds from the sale of such interests and DST Interests financed through DST Program Loans.

We include no discounts to our NAV for the illiquid nature of our shares, including the limitations on our stockholders’ ability to redeem shares under our share redemption program and our ability to make exceptions to, modify or suspend our share redemption program at any time. Our NAV generally does not reflect the potential impact of exit costs (e.g. selling costs and commissions related to the sale of a property) that would likely be incurred if our assets and liabilities were liquidated or sold today. While we may use market pricing concepts to value individual components of our NAV, our per share NAV is not derived from the market pricing information of open-end real estate funds listed on stock exchanges.

Our NAV is not a representation, warranty or guarantee that: (i) we would fully realize our NAV upon a sale of our assets; (ii) shares of our common stock would trade at our per share NAV on a national securities exchange; and (iii) a stockholder would be able to realize the per share NAV if such stockholder attempted to sell his or her shares to a third party.

The valuations of our real properties as of December 31, 2025, excluding certain newly acquired properties that are currently held at cost which we believe reflects the fair value of such properties, were provided by the Independent Valuation Advisor in accordance with our valuation procedures. Certain key assumptions that were used by the Independent Valuation Advisor in the discounted cash flow analysis are set forth in the following table based on weighted-averages by property type.

	Residential		Industrial		Retail		Office		Other		Weighted-Average<br>Basis
Exit capitalization rate	5.1	%	5.7	%	6.4	%	7.4	%	5.6	%	5.7	%
Discount rate / internal rate of return	7.0	%	7.3	%	7.2	%	8.8	%	7.7	%	7.3	%
Average holding period (years)	10.0		10.0		9.9		10.0		10.0		10.0

A change in the exit capitalization and discount rates used would impact the calculation of the value of our real property. For example, assuming all other factors remain constant, the changes listed below would result in the following effects on the value of our real properties, excluding certain newly acquired properties that are currently held at cost which we believe reflects the fair value of such properties:

Input	Hypothetical<br>Change	Residential		Industrial		Retail		Office		Other		Weighted-Average<br>Values
Exit capitalization rate (weighted-average)	0.25% decrease	3.3	%	3.0	%	2.3	%	2.5	%	2.8	%	3.0	%
	0.25% increase	(3.0)	%	(2.8)	%	(2.2)	%	(2.3)	%	(2.6)	%	(2.8)	%
Discount rate (weighted-average)	0.25% decrease	2.0	%	2.0	%	1.9	%	2.1	%	1.9	%	2.0	%
	0.25% increase	(1.9)	%	(1.9)	%	(1.8)	%	(2.0)	%	(1.9)	%	(1.9)	%

From September 30, 2017 through November 30, 2019, we valued our debt-related investments and real estate-related liabilities generally in accordance with fair value standards under GAAP. Beginning with our valuation for December 31, 2019, our property-level mortgages, corporate-level credit facilities and other secured and unsecured debt that are intended

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to be held to maturity (which for fixed rate debt not subject to interest rate hedges may be the date near maturity at which time the debt will be eligible for prepayment at par for purposes herein), including those subject to interest rate hedges, were valued at par (i.e. at their respective outstanding balances). In addition, because we utilize interest rate hedges to stabilize interest payments (i.e. to fix all-in interest rates through interest rate swaps or to limit interest rate exposure through interest rate caps) on individual loans, each loan and associated interest rate hedge is treated as one financial instrument which is valued at par if intended to be held to maturity. This policy of valuing at par applies regardless of whether any given interest rate hedge is considered as an asset or liability for GAAP purposes. Notwithstanding, if we acquire an investment and assume associated in-place debt from the seller that is above- or below-market, then consistent with how we recognize assumed debt for GAAP purposes when acquiring an asset with pre-existing debt in place, the liabilities used in the determination of our NAV will include the market value of such debt based on market value as of the closing date. The associated premium or discount on such debt as of closing that is reflected in our liabilities will then be amortized through loan maturity. Per our valuation policy, the corresponding investment is valued on an unlevered basis for purposes of determining NAV. Accordingly, all else equal, we would not recognize an immediate gain or loss to our NAV upon acquisition of an investment whereby we assume associated pre-existing debt that is above- or below-market. As of December 31, 2025, we classified all of our debt as intended to be held to maturity, and our liabilities included mark-to-market adjustments for pre-existing debt that we assumed upon acquisition. We currently estimate the fair value of our debt (inclusive of associated interest rate hedges) that was intended to be held to maturity as of December 31, 2025 was $6.7 million lower than the carrying value used for purposes of calculating our NAV (as described above) for such debt in aggregate; meaning that if we used the fair value of our debt rather than the carrying value used for purposes of calculating our NAV (and treated the associated hedge as part of the same financial instrument), our NAV would have been higher by approximately $6.7 million, or $0.01 per share, not taking into account all of the other items that impact our monthly NAV, as of December 31, 2025.

Reconciliation of Stockholders’ Equity and Noncontrolling Interests to NAV

The following table reconciles stockholders’ equity and noncontrolling interests per our consolidated balance sheet to our NAV as of December 31, 2025:

(in thousands)	As of December 31, 2025
Total stockholders' equity	$	655,447
Noncontrolling interests	655,533
Total equity under GAAP	1,310,980
Adjustments:
Accrued distribution fee (1)	72,974
Redeemable equity (2)	211,540
Unrealized net appreciation (depreciation) on real estate and financial assets and liabilities (3)	603,630
Unrealized gain (loss) on investments in unconsolidated joint venture partnerships (4)	28,240
Accumulated depreciation and amortization (5)	955,637
Other adjustments (6)	(60,501)
Aggregate Fund NAV	$	3,122,500

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(1)Accrued distribution fee represents the accrual for the full cost of the distribution fee for Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares and OP Units. Under GAAP, we accrued the full cost of the distribution fee payable over the life of each share (assuming such share remains outstanding the length of time required to pay the maximum distribution fee) as an offering cost at the time we sold the Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares, Class D-PR shares and OP Units. Similarly, we accrued a liability for future distribution fees we expect will be paid based on our estimate of how long the Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares, Class D-PR shares and OP Units will be outstanding, also as an offering cost. For purposes of calculating the NAV, we recognize the distribution fee as a reduction of NAV on a monthly basis when such fee is paid and do not deduct the liability for estimated future distribution fees that may become payable after the date as of which our NAV is calculated.

(2)Redeemable equity is related to our redeemable OP Units and our redeemable Class B shares of common stock, which are included in our determination of NAV but not included in total equity under GAAP.

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(3)Our investments in real estate and certain of our financial assets and liabilities, including our debt, certain of our financing obligations, certain of our DST Program Loans, and certain of our investments in real estate debt and securities, are presented at their carrying value in our consolidated financial statements. As such, any increases or decreases in the fair market value of our investments in real estate and certain of our financial assets and liabilities are not included in our GAAP results. For purposes of determining our NAV, our investments in real estate, investments in real estate debt and securities, financing obligations, and DST Program Loans are recorded at fair value. Notwithstanding, our property-level mortgages, corporate-level credit facilities and other secured and unsecured debt that are intended to be held to maturity are valued at par (i.e. at their respective outstanding balances).

(4)Certain of our investments in unconsolidated joint venture partnerships are presented using the equity method of accounting in our consolidated financial statements. As such, certain increases or decreases in the fair market value of the underlying investments or debt instruments associated with those investments in unconsolidated joint venture partnerships are not included in our GAAP results. For purposes of determining our NAV, the investments in the underlying real estate and certain of the underlying debt instruments are recorded at fair value and reflected in our NAV at our proportional ownership interest.

(5)We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of determining our NAV.

(6)Includes (i) straight-line rent receivables, which are recorded in accordance with GAAP but not recorded for purposes of determining our NAV, (ii) certain interest rate hedges, which are recorded at fair value in accordance with GAAP but are not included for purposes of determining our NAV if intended to be held to maturity, and (iii) other minor adjustments.

Performance

Our NAV increased from $7.59 per share as of December 31, 2024 to $8.04 per share as of December 31, 2025. The increase in NAV was primarily driven by the performance of our real estate portfolio with strong leasing, continued rent growth, and stabilizing capital markets.

Effective December 31, 2019, our board of directors approved amendments to our valuation procedures which revised the way we value property-level mortgages, corporate-level credit facilities, other secured and unsecured debt and associated interest rate hedges when loans, including associated interest rate hedges, are intended to be held to maturity, effectively eliminating all mark-to-market adjustments for such loans and hedges from the calculation of our NAV. The following table summarizes the impact of interest rate movements on our share class returns assuming we continued to include the mark-to-market adjustments for all borrowing-related interest rate hedge and debt instruments beginning with the December 31, 2019 NAV:

					One-Year
	Trailing				(Trailing		Three-Year		Five-Year		Ten-Year		Since Inception
(as of December 31, 2025) (1)	Three-Months		Year-to-Date		12-Months)		Annualized		Annualized		Annualized		Annualized (2)
Class T-R Share Total Return (with upfront selling commissions and dealer manager fees) (3)	(0.29)	%	6.93	%	6.93	%	(0.10)	%	4.68	%	4.53	%	5.89	%
Adjusted Class T-R Share Total Return (with upfront selling commissions and dealer manager fees) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	0.22	%	6.08	%	6.08	%	(1.06)	%	4.98	%	4.54	%	5.90	%
Difference	(0.51)	%	0.85	%	0.85	%	0.96	%	(0.30)	%	(0.01)	%	(0.01)	%
Class T-R Share Total Return (without upfront selling commissions and dealer manager fees) (3)	3.20	%	10.67	%	10.67	%	1.05	%	5.40	%	4.85	%	5.99	%
Adjusted Class T-R Share Total Return (without upfront selling commissions and dealer manager fees) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	3.73	%	9.80	%	9.80	%	0.08	%	5.71	%	4.86	%	6.00	%
Difference	(0.53)	%	0.87	%	0.87	%	0.97	%	(0.31)	%	(0.01)	%	(0.01)	%

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					One-Year
	Trailing				(Trailing		Three-Year		Five-Year		Ten-Year		Since Inception
(as of December 31, 2025) (1)	Three-Months		Year-to-Date		12-Months)		Annualized		Annualized		Annualized		Annualized (2)
Class S-R Share Total Return (with upfront selling commissions and dealer manager fees) (3)	(0.29)	%	6.93	%	6.93	%	(0.10)	%	4.68	%	4.53	%	5.89	%
Adjusted Class S-R Share Total Return (with upfront selling commissions and dealer manager fees) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	0.22	%	6.08	%	6.08	%	(1.06)	%	4.98	%	4.54	%	5.90	%
Difference	(0.51)	%	0.85	%	0.85	%	0.96	%	(0.30)	%	(0.01)	%	(0.01)	%
Class S-R Share Total Return (without upfront selling commissions and dealer manager fees) (3)	3.20	%	10.67	%	10.67	%	1.05	%	5.40	%	4.85	%	5.99	%
Adjusted Class S-R Share Total Return (without upfront selling commissions and dealer manager fees) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	3.73	%	9.80	%	9.80	%	0.08	%	5.71	%	4.86	%	6.00	%
Difference	(0.53)	%	0.87	%	0.87	%	0.97	%	(0.31)	%	(0.01)	%	(0.01)	%
Class D-R Share Total Return (3)	3.36	%	11.33	%	11.33	%	1.66	%	6.04	%	5.46	%	6.15	%
Adjusted Class D-R Share Total Return (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	3.88	%	10.45	%	10.45	%	0.68	%	6.34	%	5.47	%	6.16	%
Difference	(0.52)	%	0.88	%	0.88	%	0.98	%	(0.30)	%	(0.01)	%	(0.01)	%
Class I-R Share Total Return (3)	3.42	%	11.61	%	11.61	%	1.91	%	6.30	%	5.76	%	6.51	%
Adjusted Class I-R Share Total Return (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	3.95	%	10.73	%	10.73	%	0.93	%	6.61	%	5.78	%	6.52	%
Difference	(0.53)	%	0.88	%	0.88	%	0.98	%	(0.31)	%	(0.02)	%	(0.01)	%
Class E Share Return Total Return (3)	3.42	%	11.61	%	11.61	%	1.91	%	6.30	%	5.78	%	6.54	%
Adjusted Class E Share Total Return (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	3.95	%	10.73	%	10.73	%	0.93	%	6.61	%	5.80	%	6.56	%
Difference	(0.53)	%	0.88	%	0.88	%	0.98	%	(0.31)	%	(0.02)	%	(0.02)	%
Class S-PR Share Total Return (with upfront selling commissions and dealer manager fees) (3)	(0.41)	%	6.80	%	6.80	%	n/a		n/a		n/a		7.56	%
Adjusted Class S-PR Share Total Return (with upfront selling commissions and dealer manager fees) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	0.10	%	5.95	%	5.95	%	n/a		n/a		n/a		7.21	%
Difference	(0.51)	%	0.85	%	0.85	%	n/a		n/a		n/a		0.35	%
Class S-PR Share Total Return (without upfront selling commissions and dealer manager fees) (3)	3.20	%	10.67	%	10.67	%	n/a		n/a		n/a		10.49	%

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					One-Year
	Trailing				(Trailing		Three-Year	Five-Year	Ten-Year	Since Inception
(as of December 31, 2025) (1)	Three-Months		Year-to-Date		12-Months)		Annualized	Annualized	Annualized	Annualized (2)
Adjusted Class S-PR Share Total Return (without upfront selling commissions and dealer manager fees) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	3.73	%	9.80	%	9.80	%	n/a	n/a	n/a	10.13	%
Difference	(0.53)	%	0.87	%	0.87	%	n/a	n/a	n/a	0.36	%
Class D-PR Share Total Return (with upfront selling commissions) (3)	1.81	%	9.66	%	9.66	%	n/a	n/a	n/a	9.98	%
Adjusted Class D-PR Share Total Return (with upfront selling commissions) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	2.33	%	8.80	%	8.80	%	n/a	n/a	n/a	9.40	%
Difference	(0.52)	%	0.86	%	0.86	%	n/a	n/a	n/a	0.58	%
Class D-PR Share Total Return (without upfront selling commissions) (3)	3.36	%	11.33	%	11.33	%	n/a	n/a	n/a	11.53	%
Adjusted Class D-PR Share Total Return (without upfront selling commissions) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	3.88	%	10.45	%	10.45	%	n/a	n/a	n/a	10.94	%
Difference	(0.52)	%	0.88	%	0.88	%	n/a	n/a	n/a	0.59	%
Class I-PR Share Total Return (3)	3.42	%	11.61	%	11.61	%	n/a	n/a	n/a	11.44	%
Adjusted Class I-PR Share Total Return (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	3.95	%	10.73	%	10.73	%	n/a	n/a	n/a	11.07	%
Difference	(0.53)	%	0.88	%	0.88	%	n/a	n/a	n/a	0.37	%
Class B Share Total Return (3)	n/a		n/a		n/a		n/a	n/a	n/a	2.07	%
Adjusted Class B Share Total Return (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	n/a		n/a		n/a		n/a	n/a	n/a	2.41	%
Difference	n/a		n/a		n/a		n/a	n/a	n/a	(0.34)	%

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(1)Performance is measured by total return, which includes income and appreciation (i.e., distributions and changes in NAV) and is a compound rate of return that assumes reinvestment of all distributions for the respective time period, and excludes upfront selling commissions and dealer manager fees paid by investors, except for returns noted “with upfront selling commissions and dealer manager fees” (“Total Return”). Partial period returns are not calculated. Past performance is not a guarantee of future results. Current performance may be higher or lower than the performance data quoted.

(2)NAV inception date for Class T-R shares, Class S-R shares, Class D-R shares, Class I-R shares (formerly known as Class T shares, Class S shares, Class D shares and Class I shares, respectively) and Class E shares was September 30, 2012, which is when we first sold shares of our common stock after converting to an NAV-based REIT on July 12, 2012. Investors in our fixed price offerings prior to NAV inception on September 30, 2012 are likely to have a lower return. The inception date for Class I-PR shares and Class S-PR shares was September 3, 2024, the inception date for Class D-PR shares was December 2, 2024, and the inception date for Class B shares was November 3, 2025, which is when we first sold shares of such share classes of our common stock. Since inception returns are not annualized for shared classes outstanding less than one year.

(3)The Total Returns presented are based on the actual NAVs at which stockholders transacted, calculated pursuant to our valuation procedures. From NAV inception to November 30, 2019, these NAVs reflected mark-to-market adjustments on our borrowing-related interest rate hedge positions; and from September 1, 2017 to November 30, 2019, these NAVs also reflected mark-to-market adjustments on our borrowing-related debt instruments. Prior to September 1,

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2017, our valuation policies dictated marking borrowing-related debt instruments to par except in certain circumstances; therefore, we did not formally track mark-to-market adjustments on our borrowing-related debt instruments during such time.

(4)The Adjusted Total Returns presented are based on adjusted NAVs calculated as if we had continued to mark our hedge and debt instruments to market following a policy change to largely exclude borrowing-related interest rate hedge and debt marks to market from our NAV calculations (except in certain circumstances pursuant to our valuation procedures), beginning with our NAV calculated as of December 31, 2019 NAV. Therefore, the NAVs used in the calculation are identical to those presented per Note (3) above from NAV inception through November 30, 2019. The adjusted NAVs include the incremental impacts to advisory fees and performance fees; however, the adjusted NAVs are not assumed to have impacted any share purchase or redemption. For calculation purposes, transactions were assumed to occur at the adjusted NAVs.

Unregistered Sales of Equity Securities

On August 2, 2024, we commenced the Private Offering, which is exempt from the registration provisions of the Securities Act pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder. Each purchaser of the shares of our common stock sold in the Private Offering is required to represent that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D or a non-U.S. person and is acquiring shares for investment purposes only and not with a view to resale or distribution.

During the three months ended December 31, 2025, we issued and sold 1.8 million Class S-PR shares, 390,000 Class D-PR shares and 3.0 million Class I-PR shares, and generated gross aggregate proceeds of $40.8 million in connection with the Private Offering. During the three months ended December 31, 2025, aggregate upfront selling commissions and dealer manager fees of $162,000 were paid in connection with the Private Offering.

On October 17, 2025, the Company entered into a subscription agreement with Ares Apogee Finance HoldCo L.P. (“Apogee SPV”), an affiliate of the Advisor. Pursuant to the subscription agreement, on November 3, 2025, the Company issued and sold to Apogee SPV 25.4 million Class B shares and generated gross aggregate proceeds of $200.0 million. The Class B shares purchased by Apogee SPV are subject to a three-year lock-up from the date of purchase. Thereafter, Apogee SPV has the ability to redeem up to $5.0 million of shares per quarter, with such redemptions not subject to, nor eligible for redemption under, the terms of our share redemption program.

Share Redemption Program

While stockholders may request on a monthly basis that we redeem all or any portion of their shares pursuant to our share redemption program, we are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to be redeemed in any particular month, in our discretion. In addition, our ability to fulfill redemption requests is subject to a number of limitations. As a result, share redemptions may not be available each month. Under our share redemption program, to the extent we choose to redeem shares in any particular month, we will only redeem shares as of the last calendar day of that month (each such date, a “Redemption Date”). Shares redeemed on the Redemption Date remain outstanding on the Redemption Date and are no longer outstanding on the day following the Redemption Date. Redemptions will be made at the transaction price in effect on the Redemption Date, except that shares that have not been outstanding for at least one year will be redeemed at 95% of the transaction price (an “Early Redemption Deduction”). The Early Redemption Deduction may be waived in certain circumstances including: (i) in the case of redemption requests arising from the death or qualified disability of the holder; (ii) in the event that a stockholder’s shares are redeemed because the stockholder has failed to maintain the $2,000 minimum account balance, (iii) with respect to shares purchased through our distribution reinvestment plan or (iv) with respect to redemption requests submitted by discretionary model portfolio management programs (and similar arrangements) or (v) with respect to redemption requests submitted by feeder vehicles (or similar vehicles) primarily created to hold shares of our common stock, which are offered to non-U.S. persons, where such vehicles seek to avoid imposing such a deduction because of administrative or systems limitations. To have his or her shares redeemed, a stockholder’s redemption request and required documentation must be received in good order by 4:00 p.m. (Eastern time) on the second to last business day of the applicable month. Settlements of share redemptions will be made within three business days of the Redemption Date. An investor may withdraw its redemption request by notifying the transfer agent before 4:00 p.m. (Eastern time) on the last business day of the applicable month.

The total amount of aggregate redemptions of shares (based on the price at which the shares are redeemed) will be limited during each calendar month to 2% of the aggregate NAV of all shares as of the last calendar day of the previous quarter and in each calendar quarter will be limited to 5% of the aggregate NAV of all shares as of the last calendar day of the previous calendar quarter. In the event that we determine to redeem some but not all of the shares submitted for redemption

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during any month, shares redeemed at the end of the month will be redeemed on a pro rata basis. All unsatisfied redemption requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share redemption program, as applicable.

For the allocations described above, (i) provided that the share redemption program has been operating and not suspended for the first month of a given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for that month will carry over to the second month and (ii) provided that the share redemption program has been operating and not suspended for the first two months of a given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for those two months will carry over to the third month. In no event will such carry-over capacity permit the redemption of shares with aggregate value (based on the redemption price per share for the month the redemption is effected) in excess of 5% of the combined NAV of all shares as of the last calendar day of the previous calendar quarter (provided that for these purposes redemptions may be measured on a net basis as described in the paragraph below).

We currently measure the foregoing redemption allocations and limitations based on net redemptions during a month or quarter, as applicable. The term “net redemptions” means, during the applicable period, the excess of our share redemptions (capital outflows) over the proceeds from the sale of our shares (capital inflows). For purposes of measuring our redemption capacity pursuant to our share redemption program, proceeds from new subscriptions in a month are included in capital inflows on the first day of the next month because that is the first day on which such stockholders have rights in the Company. Also for purposes of measuring our redemption capacity pursuant to our share redemption program, redemption requests received in a month are included in capital outflows on the last day of such month because that is the last day stockholders have rights in the Company. We record these redemptions in our financial statements as having occurred on the first day of the next month following receipt of the redemption request because shares redeemed in a given month are outstanding through the last day of the month. Thus, for any given calendar quarter, the maximum amount of redemptions during that quarter will be equal to (i) 5% of the combined NAV of all shares as of the last calendar day of the previous calendar quarter, plus (ii) proceeds from sales of new shares in our ongoing securities offerings (including purchases pursuant to our distribution reinvestment plan) since the beginning of the current calendar quarter. The same would apply for a given month, except that redemptions in a month would be subject to the 2% limit described above (subject to potential carry-over capacity), and netting would be measured on a monthly basis. With respect to future periods, our board of directors may choose whether the allocations and limitations will be applied to “gross redemptions,” i.e., without netting against capital inflows, rather than to net redemptions. If redemptions for a given month or quarter are measured on a gross basis rather than on a net basis, the redemption limitations could limit the amount of shares redeemed in a given month or quarter despite our receiving a net capital inflow for that month or quarter. In order for our board of directors to change the application of the allocations and limitations from net redemptions to gross redemptions or vice versa, we will provide notice to stockholders in a memorandum supplement or special or periodic report filed by us, as well as in a press release or on our website, at least 10 days before the first business day of the quarter for which the new test will apply. The determination to measure redemptions on a gross basis, or vice versa, will only be made for an entire quarter, and not particular months within a quarter. Although the vast majority of our assets consist of properties that cannot generally be readily liquidated on short notice without impacting our ability to realize full value upon their disposition, we intend to maintain a number of sources of liquidity including (i) cash equivalents (e.g. money market funds), other short-term investments, U.S. government securities, agency securities and liquid real estate-related securities and (ii) one or more borrowing facilities. We may fund redemptions from any available source of funds, including operating cash flows, borrowings, proceeds from our offerings and our sale of DST Interests and/or sales of our assets.

Should redemption requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than redeeming our shares is in the best interests of the Company as a whole, then we may choose to redeem fewer shares than have been requested to be redeemed, or none at all. Further, our board of directors may make exceptions to, modify or suspend our share redemption program if it deems such action to be in our best interest and the best interest of our stockholders. If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no redemption requests will be accepted for such month and stockholders who wish to have their shares redeemed the following month must resubmit their redemption requests. The above description of the share redemption program is a summary of certain of the terms of the share redemption program. Please see the full text of the share redemption program, which is incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K, for all the terms and conditions.

Refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for detail regarding our redemption and repurchase history.

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The table below summarizes the redemption activity for the three months ended December 31, 2025, for which all eligible redemption requests were redeemed in full:

(shares in thousands)	Total Number of<br>Shares Redeemed	Average Price<br>Paid Per Share (1)		Total Number of Shares<br>Redeemed as Part of<br>Publicly Announced<br>Plans or Programs	Maximum Number of<br>Shares That May Yet Be<br>Redeemed Pursuant<br>to the Program (2)
For the Month Ended:
October 31, 2025	963	$	7.81	963	—
November 30, 2025	1,748	7.87		1,748	—
December 31, 2025 (3)	849	7.94		849	—
Total	3,560	$	7.87	3,560	—

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(1)Amount represents the average price paid to investors upon redemption.

(2)We limit the number of shares that may be redeemed under the share redemption program as described above.

(3)Redemption requests accepted in December 2025 are considered redeemed on January 1, 2026 for accounting purposes and, as a result, are not included in the table above. This differs from how we treat capital outflows for purposes of the limitations of our share redemption program. For purposes of measuring our redemption capacity pursuant to our share redemption program, redemption requests received in a month are included in capital outflows on the last day of such month because that is the last day stockholders have rights in the Company and we redeemed $27.6 million of shares of common stock for the three months ended December 31, 2025.

Distributions

We intend to continue to make distributions on a monthly basis following the end of each calendar month. We intend to use monthly record dates and, thus, monthly distribution accruals. However, we reserve the right to adjust the periods during which distributions accrue and are paid. Our total distributions declared, including distributions related to OP Units, during the years ended December 31, 2025, 2024, and 2023 were $139.4 million, $122.0 million, and $103.7 million, respectively, which includes $31.8 million, $31.9 million, and $32.7 million, respectively, of distributions reinvested in our shares pursuant to our distribution reinvestment plan. Our cash flow from operations the years ended December 31, 2025, 2024, and 2023 was $253.6 million, $(169.5) million, and $16.0 million, respectively. Accordingly, in certain years and certain individual quarters, total distributions were not fully funded by cash flows from operations. In such cases, the shortfalls were funded from proceeds from our distribution reinvestment plan, borrowings or sale of DST Interests. In the future, we may continue to fund monthly regular distributions from sources other than cash flow from operations. Our long-term strategy is to fund the payment of monthly regular distributions to our stockholders entirely from our operations, but there may be quarters or even years when that is not the case. It will be up to the board of directors to determine the distribution level taking many factors into consideration beyond just cash flow from operations. If we are unsuccessful in investing the capital we raise from securities offerings or decide to invest our capital in lower yielding assets, we may be required to fund our monthly cash distributions to our stockholders from a combination of our operating, investing, and financing activities, which include net proceeds of this offering, dispositions, and borrowings (including borrowings secured by our assets), or to reduce the level of our monthly distributions. We have not established a cap on the amount of our distributions that may be paid from any of these sources.

All distributions result in a decrease to our NAV while cash flow generated from our operations results in an increase to NAV. We generally seek to fund our distributions solely from our cash flow from operations, however we also focus on total stockholder return as a metric for evaluating our distribution level in the event that it is not being fully covered by cash flow from operations. Any cash flow from operations in excess of our distributions (all else equal) results in a net increase to NAV. Conversely, if our distributions exceed our cash flow from operations (all else equal), the net effect would result in a decrease to NAV.

Each quarter our board of directors determines the level of our distributions for each month in that quarter. In determining the appropriate level of a distribution, our board of directors considers a number of factors, including the current and anticipated market conditions, current and anticipated future performance and make-up of our investments, our overall financial projections and expected future cash needs. We can give no assurance that the board of directors will continue to set distributions at current levels and our distribution levels may change from time to time. Depending on the distribution

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level relative to cash flow generated from our portfolio, if our monthly distributions exceed cash flow generated from our operations, it may cause a decrease in our NAV if not offset by other effects.

In connection with a distribution to our stockholders, our board intends to authorize a monthly distribution of a certain dollar amount per share of our common stock before or on the first day of each calendar quarter for the months in such quarter. We will then calculate each stockholder’s specific distribution amount for the month using monthly record dates and stockholders distributions will accrue on the first record date after stockholders become a record owner of our common stock, subject to our board of directors declaring a distribution for record owners as of such date. We accrue the amount of declared distributions as a liability on the record date, and such liability is accounted for in determining the NAV.

The per share amount of any distributions for any class of common stock relative to the other classes of common stock shall be determined as described in the most recent multiple class plan approved by our board of directors. Under our multiple class plan in effect, distributions are made on all classes of our common stock at the same time. The per share amount of distributions on our shares of common stock differs because of different allocations of class-specific fees. We use the record share method of determining the per share amount of distributions on each class of shares, although our board of directors may choose other methods. The record share method is one of several distribution calculation methods for multiple-class funds recommended, but not required, by the American Institute of Certified Public Accountants. Under this method, the amount to be distributed on shares of our common stock is increased by the sum of all class-specific fees accrued for such period. Such amount is divided by the number of shares of our common stock outstanding on the record date. Such per share amount is reduced for each class of common stock by the per share amount of any class-specific fees allocable to such class.

We are required to make distributions sufficient to satisfy the requirements for qualification as a REIT for U.S. federal income tax purposes. Generally, income distributed will not be taxable to us under the Code if we distribute at least 90% of our taxable income each year (computed without regard to the distributions paid deduction and our net capital gain). In addition, if we fail to distribute during each calendar year at least the sum of (a) 85% of our ordinary income for such year, (b) 95% of our capital gain net income for such year, and (c) any undistributed taxable income from prior periods, we will be subject to a nondeductible 4% excise tax on the excess of the required distribution over the sum of (i) the amounts actually distributed by us, plus (ii) retained amounts on which we pay income tax at the corporate level. Distributions are authorized at the discretion of the board of directors, in accordance with our earnings, cash flow and general financial condition. The board’s discretion is directed, in substantial part, by its obligation to cause us to comply with the REIT requirements. Because we may receive income from interest or rents at various times during our fiscal year, distributions may not reflect our income earned in that particular distribution period and may be made in advance of actual receipt of funds in an attempt to make distributions relatively uniform. We are authorized to borrow money, issue new securities or sell assets in order to make distributions. There are no restrictions on the ability of the Operating Partnership to transfer funds to us.

Refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for detail regarding our distribution history, as well as the sources used to pay our distributions.

Holders

The following table summarizes the number of shares outstanding and the number of stockholders, by class of common stock, and the number of OP Units outstanding and the number of OP Unitholders (other than us), in each case as of February 26, 2026:

	Class T-R	Class S-R	Class D-R	Class I-R	Class E	Class S-PR	Class D-PR	Class I-PR	Class B
(shares or units in thousands)	Shares	Shares	Shares	Shares	Shares	Shares	Shares	Shares	Shares	OP Units (1)
Shares or units outstanding	22,239	35,429	5,633	63,345	39,517	7,793	403	11,176	25,410	181,453
Number of holders of record	3,317	2,550	588	4,436	6,553	546	6	511	1	1,412

____________________________________________________

(1)The number of holders of record for OP Units represent the number of third-party investors.

ITEM 6. [Reserved]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read together with our consolidated financial statements and notes thereto included in this Annual Report on Form 10-K. The following information contains forward-looking statements, which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, actual results may differ materially from those expressed or implied by the forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” above for a description of these risks and uncertainties.

OVERVIEW

General

Ares Real Estate Income Trust Inc. is a NAV-based perpetual life REIT that was formed on April 11, 2005, as a Maryland corporation. We are primarily focused on investing in and operating a diverse portfolio of real property. As of December 31, 2025, our consolidated real property portfolio consisted of 143 properties totaling approximately 30.5 million square feet located in 34 markets throughout the U.S. We also owned, either directly through our unconsolidated joint venture partnerships or indirectly through other entities owned by our unconsolidated joint venture partnerships, 150 credit lease properties, 21 industrial properties, 15 data center investments and 27 debt-related investments as of December 31, 2025. Unless otherwise noted, these unconsolidated properties are excluded from the presentation of our portfolio data herein.

We intend to offer shares of our common stock on a continuous basis. We also intend to conduct an ongoing distribution reinvestment plan offering for our stockholders to reinvest distributions in our shares. During the year ended December 31, 2025, we raised gross proceeds of $335.5 million from the sale of 42.8 million shares of our common stock in our ongoing securities offerings, including proceeds from our distribution reinvestment plan of $31.6 million. See “Note 10 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for more information about our securities offerings.

Additionally, we have a program to raise capital through private placement offerings by selling DST Interests. These private placement offerings are exempt from registration requirements pursuant to Rule 506(b) of Regulation D under the Securities Act. We anticipate that these interests may serve as replacement properties for investors seeking to complete like-kind exchange transactions under Section 1031 (“Section 1031 Exchanges”) of the Code. Similar to our prior private placement offerings, we expect that the DST Program will give us the opportunity to expand and diversify our capital raise strategies by offering what we believe to be an attractive and unique investment product for investors that may be seeking replacement properties to complete like-kind exchange transactions under Section 1031 of the Code. We also offer DST Program Loans to finance no more than 50% of the purchase price of the DST Interests to certain purchasers of the DST Interests. During the year ended December 31, 2025, we sold $1.22 billion of gross interests related to the DST Program, $99.8 million of which were financed by DST Program Loans. See “Note 7 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for additional detail regarding the DST Program.

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As of December 31, 2025, our total investment portfolio consisted of the following sector allocations:

Real Estate (1)

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(1) Calculated using the fair value of our real property, investments in unconsolidated joint venture partnerships and investments in real estate debt and securities not associated with the DST Program, as determined in accordance with our valuation procedures. Includes our pro-rata share of fair value of real property and debt-related investments held through our unconsolidated joint venture partnerships, as determined in accordance with our valuation procedures.

As of December 31, 2025, we had four floating-rate debt-related investments with a weighted-average interest rate of 7.7% and a weighted-average remaining life of 1.7 years. As of December 31, 2025, the aggregate outstanding principal was $182.5 million, the aggregate carrying amount was $182.3 million and total aggregate current commitments were up to $215.9 million.

As of December 31, 2025, we had two investments in available-for-sale debt securities, which were comprised of one CMBS and one preferred equity investment, and one equity security investment. As of December 31, 2025, the aggregate fair value of these investments was $121.0 million.

During the year ended December 31, 2025, we originated 10 loans through our mortgage loan origination program with a total principal balance of $860.4 million. Additionally, during the year ended December 31, 2025, we sold 11 loans, including one loan which was held for sale as of December 31, 2024, totaling $1.05 billion, equal to the carrying cost of the debt-related investments on the dates of sale, to a joint venture partnership in which we have an ownership interest. During the year ended December 31, 2025, we recognized origination fee income related to our mortgage loan origination program of $4.0 million.

We currently focus our investment activities primarily across the major U.S. property sectors (residential (which includes and/or may include multi-family and other types of rental housing such as manufactured, student and single-family rental housing), industrial, retail and office (which includes and/or may include medical office and life science laboratories)), data center properties and investments in real estate debt and securities. To a lesser extent, we strategically invest in and/or intend to invest in geographies outside of the U.S., which may include Canada, Mexico, the United Kingdom, Europe, Japan and other foreign jurisdictions, and in other sectors such as credit lease and self-storage, properties in sectors adjacent to our primary investment sectors and/or infrastructure, to create a diversified blend of current income and long-term value appreciation. Our near-term investment strategy is likely to prioritize new investments in the residential and industrial sectors due to relatively attractive fundamental conditions. We also intend to continue to hold an allocation of properties in the retail and office sectors, the former of which is largely grocery-anchored.

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Trends Affecting Our Business

Our results of operations are affected by a variety of factors, including conditions in both the U.S. and global financial markets and the economic and political environments.

Throughout 2025, the U.S. economy continued to expand, supported by persistent consumer spending and easing inflationary pressures. The year began with macroeconomic challenges amidst heightened geopolitical uncertainty, both of which continued to weigh on operating performance, property valuations and transaction activity across the commercial real estate sector. These challenges moderated later in the year aided by the Federal Reserve’s shift to a less restrictive monetary policy.

Reduced interest rate pressures and more supportive monetary policy led to individual property transaction volumes growth for the year and broad market indices demonstrated flat to increasing commercial real estate values on a year-over-year basis. Aiding valuations, new construction starts remained near or at 10-year lows across multifamily, industrial, retail and office property types. Lending markets also supported commercial real estate activity reflecting higher conduit and CMBS new-issue volumes quarter-over-quarter and year-over-year as well as a modest increase in bank participation.

While the Federal Reserve has signaled a potential willingness to further reduce interest rates in 2026, there is no certainty that there will be a decrease in interest rates or of the magnitude or pace of potential decreases, especially if inflation accelerates.

Rising operating costs placed pressure on cash flow performance across many real estate property types in 2025. Triple net leases within the commercial sector help offset some of these impacts. Although certain markets are showing a recovery, office properties nationally continue to experience challenges driven by remote work and elevated costs to operate, improve or repurpose these office properties. These factors have largely resulted in lower demand for office space and have driven elevated levels of vacancy rates and default rates. Additionally, the real estate sector experienced significant new supply coming out of the pandemic which has caused vacancy rates to rise off historical lows and rent growth to moderate. Offsetting new deliveries has been a significant decline in new construction starts driven by higher interest rates. Ultimately, this lack of new future inventory may result in a shortage of contemporary, in-demand properties in the years to come, furthering the disparity between supply and demand dynamics. In addition, there is a significant amount of unspent capital targeting commercial real estate properties that could support values and elevate transaction activities. Property valuations and capitalization rates remained steady and we believe certain of these market trends will be offset by continued strong operating fundamentals, such as occupancy and rental rates, in property types that include multifamily and industrial.

While lower market rates and increased capital markets liquidity support commercial real estate property transactions and values, there is pronounced uncertainty around U.S. economic and foreign policies, international relations and their potential impact to the U.S. economy. Should the risks from these factors become more acute, the commercial real estate market may be further adversely impacted.

We believe our portfolio is well-positioned in this market environment. However, there is no guarantee that our outlook will remain positive for the long-term, especially if leasing fundamentals weaken in the future.

RESULTS OF OPERATIONS

Summary of 2025 Activities

During the year ended December 31, 2025, we completed the following activities:

•We acquired two residential properties, 18 industrial properties, two self-storage properties and two data center properties for an aggregate contractual purchase price of approximately $1.53 billion. We also invested an aggregate of $430.8 million in our unconsolidated joint venture partnerships and our investments in real estate debt and securities.

•We sold four industrial properties and one office property for net proceeds of approximately $110.9 million and recorded a net gain on sale of $57.2 million related to the sale of these properties.

•We leased approximately 2.2 million square feet of our commercial properties, which included 0.4 million square feet of new leases and 1.8 million square feet of renewals.

•We decreased our leverage ratio from 41.2% as of December 31, 2024, to 35.5% as of December 31, 2025. Our leverage ratio for reporting purposes is calculated as outstanding principal balance of our borrowings, including

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secured financings on debt-related investments, less cash and cash equivalents, divided by the fair value of our real property, net investments in unconsolidated joint venture partnerships and investments in real estate debt and securities not associated with the DST Program (determined in accordance with our valuation procedures).

•We raised gross proceeds of $1.55 billion from the sale of our common stock and DST Interests. This includes $335.5 million from the sale of 42.8 million shares of our common stock in our securities offerings, including proceeds from our distribution reinvestment plans of $31.6 million, and $1.22 billion of gross capital through private placement offerings by selling DST Interests, $99.8 million of which were financed by DST Program Loans.

•We redeemed 15.9 million shares of common stock at a weighted-average purchase price of $7.70 per share for an aggregate amount of $122.5 million. Additionally, we redeemed a combined 6.0 million OP Units of redeemable noncontrolling interests and noncontrolling interests for an aggregate dollar amount of $46.3 million.

•We amended and restated our unsecured credit facility, by entering into a $1.0 billion revolving credit facility, a $700.0 million term loan and a second $300.0 million term loan, for an aggregate amount of $2.0 billion. The amendment and restatement provides us with the ability from time to time to increase the aggregate size of the credit facility up to a total of $2.50 billion, subject to receipt of lender commitments and other conditions. The amendment and restatement extends the maturity date of the revolving credit facility to June 18, 2029, subject to a one-year extension option. The amendment and restatement also extends maturity date of both term loans to June 18, 2029, with both subject to a one-year extension option, each subject to certain conditions.

•We entered into a master repurchase agreement (the “Goldman Sachs MRA”) with Goldman Sachs Bank USA (“Goldman Sachs”), which allows us to borrow up to $500.0 million. Under the Goldman Sachs MRA, we are permitted to sell, and later repurchase, certain qualifying mortgage loans, senior notes, mezzanine loans and pari-passu participations in commercial mortgage loans and mezzanine loans approved by Goldman Sachs in its sole discretion. The termination date of the Goldman Sachs MRA is July 10, 2026, which may be extended pursuant to a one-year extension option, subject to certain conditions. The interest rate on the Goldman Sachs MRA borrowings is determined based on prevailing rates corresponding to the terms of the borrowings. As of December 31, 2025, we had no of borrowings outstanding pursuant to the Goldman Sachs MRA.

•We issued 27.8 million OP Units in exchange for DST Interests for a net investment of $220.7 million. In addition, we paid $0.5 million in cash in exchange for DST Interests.

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Results for the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

The following table sets forth information regarding our consolidated results of operations for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

	Change
( in thousands, except per share data)	2025		2024				%
Revenues:
Rental revenues	$	452,604	$	370,851	$	81,753	22.0%
Debt-related income	46,231		46,642		(411)		(0.9)
Total revenues	498,835		417,493		81,342		19.5
Operating expenses:
Rental expenses	167,252		136,232		31,020		22.8
Real estate-related depreciation and amortization	196,808		152,777		44,031		28.8
General and administrative expenses	13,662		12,808		854		6.7
Advisory fees	51,296		40,786		10,510		25.8
Performance participation allocation	16,544		—		16,544		NM
Acquisition costs and reimbursements	6,868		7,034		(166)		(2.4)
Total operating expenses	452,430		349,637		102,793		29.4
Other income (expenses):
Income from unconsolidated joint venture partnerships	48,568		14,531		34,037		NM
Interest expense	(251,369)		(188,318)		(63,051)		(33.5)
Gain on sale of real estate property	57,200		12,913		44,287		NM
Gain (loss) on financial assets	407		(17)		424		NM
Loss on financing obligations	(54,776)		(2,034)		(52,742)		NM
Gain on extinguishment of debt and financing obligations, net	32,741		41,050		(8,309)		(20.2)
(Loss) gain on derivative instruments	(7)		402		(409)		NM
Provision for current expected credit losses	464		1,533		(1,069)		(69.7)
Other income and expenses	11,134		6,583		4,551		69.1
Total other income (expenses)	(155,638)		(113,357)		(42,281)		(37.3)
Net loss before income tax expense	(109,233)		(45,501)		(63,732)		NM
Income tax expense	(17,953)		(11,842)		(6,111)		(51.6)
Net loss	(127,186)		(57,343)		(69,843)		NM
Net loss attributable to redeemable noncontrolling interests	431		273		158		57.9
Net loss attributable to noncontrolling interests	58,751		19,935		38,816		NM
Net loss attributable to common stockholders	$	(68,004)	$	(37,135)	$	(30,869)	(83.1)%
Weighted-average shares outstanding—basic	183,522		188,336		(4,814)		(2.6)%
Weighted-average shares outstanding—diluted	342,369		305,179		37,190		12.2%
Net loss attributable to common stockholders per common share—basic and diluted	$	(0.37)	$	(0.20)	$	(0.17)	(85.0)%

All values are in US Dollars.

____________________________________________________

NM = Not meaningful

Total Revenues. In aggregate, total revenues increased by approximately $81.3 million for the year ended December 31, 2025, as compared to the same period in 2024, primarily due to the factors described below.

Rental Revenues. Rental revenues are comprised of rental income, straight-line rent, and amortization of above- and below-market lease assets and liabilities. Total rental revenues increased by approximately $81.8 million for the year ended December 31, 2025, as compared to the same period in 2024, primarily due to the increase in non-same store revenues resulting from significant net growth in our portfolio and increased market rents at various industrial properties. See “Same Store Portfolio Results of Operations” below for further details of the same store revenues.

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The following table presents the components of our consolidated rental revenues:

	Change
( in thousands)	2025		2024			%
Rental income	$	440,945	$	360,139		22.4	%
Straight-line rent	5,486		6,823		(1,337)	(19.6)
Amortization of above- and below-market intangibles	6,173		3,889		2,284	58.7
Total rental revenues	$	452,604	$	370,851		22.0	%

All values are in US Dollars.

Debt-Related Income. Debt-related income is comprised of interest income and amortization related to our debt-related investments and debt securities. Total debt-related income decreased by $0.4 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Total Operating Expenses. In aggregate, total operating expenses increased by $102.8 million for the year ended December 31, 2025, as compared to the same period in 2024, primarily due to the factors described below.

Rental Expenses. Rental expenses include certain property operating expenses typically reimbursed by our customers at our commercial properties, such as real estate taxes, property insurance, property management fees, repair and maintenance, and include certain non-recoverable expenses, such as consulting services and tenant leasing costs. Total rental expenses increased by approximately $31.0 million for the year ended December 31, 2025, as compared to the same period in 2024, primarily due to an increase in non-same store rental expenses resulting from significant net growth in our portfolio. See “Same Store Portfolio Results of Operations” below for further details of the same store expenses.

Real Estate-Related Depreciation and Amortization. In aggregate, real estate-related depreciation and amortization expense increased by $44.0 million for the year ended December 31, 2025, as compared to the previous year, primarily due to significant net growth in our portfolio.

Other Remaining Operating Expenses. In aggregate, the remaining operating expenses increased by $27.7 million for the year ended December 31, 2025, as compared to the same period in 2024, primarily due to an increase in advisory fees and performance participation allocation of $27.1 million resulting from increased capital raised through our public offerings and DST Program and the positive performance of our portfolio.

Other Income and Expenses. In aggregate, the remaining items that comprise our net income (loss) had a $(48.4) million impact on our net income (loss) for the year ended December 31, 2025, as compared to the same period in 2024, primarily due to the following:

•an increase in interest expense of $63.1 million driven primarily by an increase in average outstanding borrowings and financing obligations during the period; and

•an increase in unrealized loss on financing obligations of $52.7 million driven by changes in valuations of properties in our DST Program.

Partially offset by:

•an increase in gain on sale of real estate property of $44.3 million driven by the sale of four industrial properties and one office property in 2025 as compared to the sale of one industrial property, one parcel of land and two partial retail properties in 2024; and

•an increase in income (loss) from unconsolidated joint venture partnerships of $34.0 million driven by increased investment in joint venture partnerships and positive performance of our investments in unconsolidated joint venture partnerships.

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Segment Summary for the Years Ended December 31, 2025 and 2024

Same Store Portfolio Results of Operations

Property net operating income (“NOI”) is a supplemental non-GAAP measure of our property operating results. We define property NOI as rental revenues less operating expenses. While we believe our net income (loss), as defined by GAAP, to be the most appropriate measure to evaluate our overall performance, we consider property NOI to be an appropriate supplemental performance measure. We believe property NOI provides useful information to our investors regarding our results of operations because property NOI reflects the operating performance of our properties and excludes certain items that are not considered to be controllable in connection with the management of properties, such as real estate-related depreciation and amortization, general and administrative expenses, advisory fees, impairment charges, interest expense, gains on sale of properties, other income and expenses, gains and losses on the extinguishment of debt and noncontrolling interests. However, property NOI should not be viewed as an alternative measure of our financial performance since it excludes such items, which could materially impact our results of operations. Further, our property NOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating property NOI, therefore, our investors should consider net income (loss) as the primary indicator of our overall financial performance.

We evaluate the performance of consolidated operating properties we own and manage using a same store analysis because the population of properties in this analysis is consistent from period to period, thereby eliminating the effects of any material changes in the composition of the aggregate portfolio on performance measures. We have defined the same store portfolio to include consolidated operating properties owned for the entirety of both the current and prior reporting periods for which the operations had been stabilized. Unconsolidated properties are excluded from the same store portfolio because we account for our interest in our joint venture partnership using the equity method of accounting; therefore, our proportionate share of income and loss is recognized in income (loss) of our unconsolidated joint venture partnerships on the consolidated statements of operations. Other operating properties not meeting the same store criteria are reflected in the non-same store portfolio. Our same store analysis may not be comparable to that of other real estate companies and should not be considered to be more relevant or accurate in evaluating our operating performance than current GAAP methodology.

The same store operating portfolio for the year ended December 31, 2025 as compared to the year ended December 31, 2024 presented below includes 93 properties totaling 19.2 million square feet owned as of January 1, 2024, which represented 63.1% of total rentable square feet as of December 31, 2025.

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The following table reconciles GAAP net income (loss) to same store portfolio property NOI for the years ended December 31, 2025 and 2024:


(in thousands)	2025		2024
Net loss attributable to common stockholders	$	(68,004)	$	(37,135)
Debt-related income	(46,231)		(46,642)
Real estate-related depreciation and amortization	196,808		152,777
General and administrative expenses	13,662		12,808
Advisory fees	51,296		40,786
Performance participation allocation	16,544		—
Acquisition costs and reimbursements	6,868		7,034
Income from unconsolidated joint venture partnerships	(48,568)		(14,531)
Interest expense	251,369		188,318
Gain on sale of real estate property	(57,200)		(12,913)
(Gain) loss on financial assets	(407)		17
Loss on financing obligations	54,776		2,034
Gain on extinguishment of debt and financing obligations, net	(32,741)		(41,050)
Loss (gain) on derivative instruments	7		(402)
Provision for current expected credit losses	(464)		(1,533)
Other income and expenses	(11,134)		(6,583)
Income tax expense	17,953		11,842
Net loss attributable to redeemable noncontrolling interests	(431)		(273)
Net loss attributable to noncontrolling interests	(58,751)		(19,935)
Property net operating income	$	285,352	$	234,619
Less: Non-same store property NOI	72,783		17,552
Same store property NOI	$	212,569	$	217,067

Our real property markets are aggregated into six reportable property segments: residential, industrial, retail, office, data center and other. Our property segments are based on our internal reporting of operating results used to assess performance based on the type of our properties. These property segments are comprised of the markets by which management and its operating teams conduct and monitor business. See “Note 18 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for further information on our segments. Management considers rental revenues and property NOI aggregated by property segment to be an appropriate way to analyze performance.

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The following table includes a breakout of results for our same store portfolio by property segment for rental revenues, rental expenses and property NOI for the year ended December 31, 2025 as compared to the year ended December 31, 2024:

	For the Year Ended December 31,						Change
($ in thousands, except per square foot data)	2025			2024				%
Rental revenues:
Residential	$	130,807		$	131,268			(0.4)%
Industrial	105,715			104,413			1,302	1.2
Retail	60,405			60,818			(413)	(0.7)
Office	43,188			41,650			1,538	3.7
Data center	—			—			—	—
Other	3,840			3,676			164	4.5
Total same store rental revenues	343,955			341,825			2,130	0.6
Non-same store properties	108,649			29,026			79,623	NM
Total rental revenues	$	452,604		$	370,851			22.0%
Rental expenses:
Residential	$	(66,070)		$	(61,709)			(7.1)%
Industrial	(26,858)			(25,992)			(866)	(3.3)
Retail	(16,009)			(15,847)			(162)	(1.0)
Office	(20,876)			(19,675)			(1,201)	(6.1)
Data center	—			—			—	—
Other	(1,573)			(1,535)			(38)	(2.5)
Total same store rental expenses	(131,386)			(124,758)			(6,628)	(5.3)
Non-same store properties	(35,866)			(11,474)			(24,392)	NM
Total rental expenses	$	(167,252)		$	(136,232)			(22.8)%
Property NOI:
Residential	$	64,737		$	69,559			(6.9)%
Industrial	78,857			78,421			436	0.6
Retail	44,396			44,971			(575)	(1.3)
Office	22,312			21,975			337	1.5
Data center	—			—			—	—
Other	2,267			2,141			126	5.9
Total same store property NOI	212,569			217,067			(4,498)	(2.1)
Non-same store properties	72,783			17,552			55,231	NM
Total property NOI	$	285,352		$	234,619			21.6%
Same store average percentage leased:
Residential	92.5		%	92.0		%
Industrial	96.0			97.6
Retail	96.3			96.9
Office	77.7			78.2
Data center	—			—
Other	85.5			80.4
Same store average annualized base rent per square foot:
Residential	$	27.81		$	27.83
Industrial	7.80			7.44
Retail	21.00			20.15
Office	38.61			37.90
Data center	—			—
Other	23.44			24.15

All values are in US Dollars.

____________________________________________________

NM = Not meaningful

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Residential Segment. Our residential segment same store property NOI decreased by $4.8 million for the year ended December 31, 2025 compared to the same period in 2024, primarily due to increased operating expenses at certain of our residential properties, as well as reduced market rent and increased rent concessions at certain of our residential properties.

Industrial Segment. Our industrial segment same store property NOI increased by $0.4 million for the year ended December 31, 2025 compared to the same period in 2024.

Retail Segment. Our retail segment same store property NOI decreased by $0.6 million for the year ended December 31, 2025 compared to the same period in 2024.

Office Segment. Our office segment same store property NOI increased by $0.3 million for the year ended December 31, 2025 compared to the same period in 2024.

Other Segment. Our other segment same store property NOI increased by $0.1 million for the year ended December 31, 2025 compared to the same period in 2024, primarily due to increased occupancy at various properties.

Results for the Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 6, 2025, which is incorporated herein by reference, for a comparison of our results of operations for the years ended December 31, 2024 and December 31, 2023.

ADDITIONAL MEASURES OF PERFORMANCE

Funds From Operations (“FFO”) and Adjusted Funds From Operations (“AFFO”)

We believe that FFO and AFFO, in addition to net income (loss) and cash flows from operating activities as defined by GAAP, are useful supplemental performance measures that our management uses to evaluate our consolidated operating performance. However, these supplemental, non-GAAP measures should not be considered as alternatives to net income (loss) or to cash flows from operating activities as indications of our performance and are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders. No single measure can provide users of financial information with sufficient information and only our disclosures read as a whole can be relied upon to adequately portray our financial position, liquidity and results of operations. In addition, other REITs may define FFO, AFFO and similar measures differently and choose to treat certain accounting line items in a manner different from us due to specific differences in investment and operating strategy or for other reasons.

FFO. As defined by the National Association of Real Estate Investment Trusts (“NAREIT”), FFO is a non-GAAP measure that excludes certain items such as real estate-related depreciation and amortization. We believe FFO is a meaningful supplemental measure of our operating performance that is useful to investors because depreciation and amortization in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. By excluding gains or losses on the sale of assets, we believe FFO provides a helpful additional measure of our consolidated operating performance on a comparative basis. We use FFO as an indication of our consolidated operating performance and as a guide to making decisions about future investments.

AFFO. AFFO further adjusts FFO to reflect the performance of our portfolio by adjusting for items we believe are not directly attributable to our operations. Our adjustments to FFO to arrive at AFFO include removing the impact of (i) our performance participation allocation, (ii) unrealized (gain) loss from changes in fair value of financial instruments and (iii) increase (decrease) in financing obligation liability appreciation, as applicable.

Although some REITs may present certain performance measures differently, we believe FFO and AFFO generally facilitate a comparison to other REITs that have similar operating characteristics to us. We believe investors are best served if the information that is made available to them allows them to align their analyses and evaluation with the same performance metrics used by management in planning and executing our business strategy. Neither the SEC, NAREIT, nor any regulatory body has passed judgment on the acceptability of the adjustments used to calculate AFFO. In the future, the SEC, NAREIT, or a regulatory body may decide to standardize the allowable adjustments across the non-traded REIT industry at which point we may adjust our calculations and characterizations of AFFO.

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The following unaudited table presents a reconciliation of GAAP net income (loss) to FFO and AFFO:

	For the Year Ended December 31,
(in thousands, except per share data)	2025		2024		2023
GAAP net loss	$	(127,186)	$	(57,343)	$	(83,213)
Weighted-average shares outstanding—diluted	342,369		305,179		267,556
GAAP net loss per common share—diluted	$	(0.37)	$	(0.20)	$	(0.31)
Adjustments to arrive at FFO:
Real estate-related depreciation and amortization	196,808		152,777		149,985
Gain on sale of real estate property	(57,200)		(12,913)		(36,884)
Our share of adjustments from joint venture partnerships	3,104		6,595		7,114
FFO	$	15,526	$	89,116	$	37,002
FFO per common share—diluted	$	0.05	$	0.29	$	0.14
Adjustments to arrive at AFFO:
Performance participation allocation	16,544		—		—
Unrealized loss (gain) on financial instruments (1)	20,505		(40,796)		3,435
Decrease in financing obligation liability appreciation	—		(69)		(459)
Our share of adjustments from joint venture partnerships	(25,259)		(8,709)		733
AFFO	$	27,316	$	39,542	$	40,711

____________________________________________________

(1)Unrealized (gain) loss on financial instruments primarily relates to mark-to-market changes on our derivatives not designated as cash flow hedges, mark-to-market changes on our debt-related investments, DST Program Loans, equity securities and financing obligations for which we have elected the fair value option, valuation allowance and changes to our provision for current expected credit losses on our debt-related investments and gains or losses on extinguishment of our financing obligations.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our primary sources of capital for meeting our cash requirements include debt financings, cash generated from operating activities, net proceeds from our securities offerings, asset sales and repayments from investments in real estate debt and securities. Our principal uses of funds are distributions to our stockholders, payments under our debt obligations and payments pursuant to the master lease agreements related to properties in our DST Program, redemption payments, acquisition of properties and other investments, and capital expenditures. Over time, we intend to fund a majority of our cash needs, including the repayment of debt and capital expenditures, from operating cash flows and refinancings. As of December 31, 2025, we had approximately $479.4 million of borrowings, including scheduled amortization payments, becoming payable within the next 12 months, though the terms of the associated loan agreements for $475.0 million of these borrowings can be extended pursuant to three one-year extension options, subject to certain conditions. As of December 31, 2025, we had approximately $112.7 million of future minimum lease payments related to the properties in our DST Program coming due in the next 12 months. In addition, we have $442.0 million in unfunded commitments related to our investments in unconsolidated joint venture partnerships and our investments in real estate debt and securities as of December 31, 2025. We expect to be able to repay our principal and interest obligations and fund our capital commitments over the next 12 months and beyond through operating cash flows, refinancings, borrowings under our line of credit, proceeds from capital raise and/or disposition proceeds. Additionally, given the increase in market volatility, changes in interest rates and high inflation, we have experienced a decreased pace of net proceeds raised from our securities offerings, reducing our ability to purchase assets, which may similarly delay the returns generated from our investments and affect our NAV.

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Our Advisor, subject to the oversight of our board of directors and, under certain circumstances, the investment committee or other committees established by our board of directors, will evaluate potential acquisitions or dispositions and will engage in negotiations with buyers, sellers and lenders on our behalf. Pending investment in property, debt, or other investments, we may decide to temporarily invest any unused proceeds from our securities offerings in certain investments that are expected to yield lower returns than those earned on real estate assets. These lower returns may affect our NAV and our ability to make distributions to our stockholders. Potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, proceeds from our securities offerings, proceeds from the sale of assets and undistributed funds from operations.

As of December 31, 2025, our financial position was strong with 35.5% leverage, calculated as outstanding principal balance of our borrowings, including secured financings on debt-related investments, less cash and cash equivalents divided by the fair value of our real property, net investments in unconsolidated joint venture partnerships, investments in real estate debt and securities not associated with the DST Program (determined in accordance with our valuation procedures). In addition, our consolidated portfolio was 94.5% occupied (94.9% leased) as of December 31, 2025 and is diversified across 143 properties totaling 30.5 million square feet across 34 geographic markets. Our properties contain a diverse roster of 445 commercial customers, large and small, and has an allocation based on fair value of real properties as determined by our NAV calculation of 35.3% residential, 39.7% industrial, 9.6% retail, which is primarily grocery-anchored, 5.3% office, 7.4% data center and 2.7% other properties in adjacent sectors.

We believe that our cash on-hand, anticipated net offering proceeds, proceeds from our line of credit, and other financing and disposition activities should be sufficient to meet our anticipated future acquisition, operating, debt service, distribution and redemption requirements.

Cash Flows. The following table summarizes our cash flows for the following periods:


(in thousands)	2025		2024		Change
Total cash provided by (used in):
Operating activities	$	253,643	$	(169,493)
Investing activities	(1,609,911)		(919,127)		(690,784)
Financing activities	1,374,464		1,096,352		278,112
Effect of exchange rate changes on cash, cash equivalents and restricted cash	137		21		116
Net increase in cash, cash equivalents and restricted cash	$	18,333	$	7,753

All values are in US Dollars.

2025 Cash Flows Compared to 2024 Cash Flows

Net cash provided by operating activities increased by $423.1 million for the year ended December 31, 2025, compared to the same period in 2024, primarily due to the sale of our held for sale debt-related investment, with a carrying value of $193.9 million, which was sold in January 2025, as well as a $50.7 million increase in property net operating income; partially offset by a $51.7 million increase in interest paid related to our consolidated indebtedness and DST Program.

Net cash used in investing activities increased by $690.8 million for the year ended December 31, 2025, compared to the same period in 2024, primarily due to an increase in real estate property acquisition activity of $657.8 million as well as a $132.9 million increase in investments in unconsolidated joint venture partnerships and a $114.9 million increase in investments in available-for-sale debt securities; partially offset by an increase in principal collections on available-for-sale debt securities of $123.8 million and an increase in proceeds from disposition of real estate property of $79.7 million.

Net cash provided by financing activities increased by $278.1 million for the year ended December 31, 2025, compared to the same period in 2024, primarily due to an increase in net offering activity from our DST Program and securities offerings of $655.6 million; partially offset by a decrease in net borrowings of $414.9 million.

2024 Cash Flows Compared to 2023 Cash Flows

See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 6, 2025, which is incorporated herein by reference, for a comparison of our cash flows for the years ended December 31, 2024 and December 31, 2023.

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Capital Resources and Uses of Liquidity

In addition to our cash and cash equivalents balances available, our capital resources and uses of liquidity are as follows:

Line of Credit and Term Loans. As of December 31, 2025, we had an aggregate of $2.0 billion of commitments under our unsecured credit agreement, including $1.0 billion under our line of credit and $1.0 billion under our two term loans. As of that date, we had: (i) $744.3 million outstanding under our line of credit; and (ii) $1.0 billion outstanding under our term loans. The weighted-average effective interest rate across all of our unsecured borrowings is 4.65%, which includes the effect of the interest rate swap and cap agreements related to $925.0 million in borrowings under our line of credit and our term loans.

As of December 31, 2025, the unused and available portions under our line of credit were $255.7 million and $255.5 million, respectively. Our $1.0 billion line of credit matures in June 2029, and may be extended pursuant to a one-year extension option, subject to certain conditions, including the payment of extension fees. One $700.0 million term loan matures in June 2029,and may be extended pursuant to a one-year extension option. Our other $300.0 million term loan matures in June 2029, and may be extended pursuant to a one-year extension option. Our line of credit borrowings are available for general corporate purposes, including but not limited to the refinancing of other debt, payment of redemptions, acquisition and operation of permitted investments. Refer to “Note 6 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for additional information regarding our line of credit and term loans.

Mortgage Notes. As of December 31, 2025, we had property-level borrowings of $1.26 billion outstanding with a weighted-average remaining term of approximately 2.0 years. These borrowings are secured by mortgages or deeds of trust and related assignments and security interests in the collateralized properties, and had a weighted-average interest rate of 5.14%. Refer to “Note 6 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for additional information regarding the mortgage notes.

Debt Covenants. Our line of credit, term loan and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, our line of credit and term loan agreements contain certain corporate level financial covenants, including leverage ratio, fixed charge coverage ratio, and tangible net worth thresholds. These covenants may limit our ability to incur additional debt, or to pay distributions. We were in compliance with our debt covenants as of December 31, 2025.

Leverage. We use financial leverage to provide additional funds to support our investment activities. We may finance a portion of the purchase price of any real estate asset that we acquire with borrowings on a short or long-term basis from banks, life insurance companies and other lenders. We calculate our leverage for reporting purposes as the outstanding principal balance of our borrowings, including secured financings on debt-related investments, less cash and cash equivalents, divided by the fair value of our real property, net investments in unconsolidated joint venture partnerships and investments in real estate debt and securities not associated with the DST Program (determined in accordance with our valuation procedures). We had leverage of 35.5% as of December 31, 2025. Our current target leverage ratio is between 40-60%. Although we will generally work to maintain our targeted leverage ratio, there are no assurances that we will maintain the targeted range disclosed above or achieve any other leverage ratio that we may target in the future. Due to changes in interest rates and increased market volatility, the cost of financing or refinancing our assets may affect returns generated by our investments. Additionally, these factors may cause our borrowing capacity to be reduced, which could similarly delay or reduce benefits to our stockholders.

Future Minimum Lease Payments Related to the DST Program. As of December 31, 2025, we had $2.33 billion of future minimum lease payments related to the DST Program. The underlying interests of each property that is sold to investors pursuant to the DST Program are leased back by an indirect wholly-owned subsidiary of the Operating Partnership on a long-term basis of up to 29 years.

Offering Proceeds. For the year ended December 31, 2025, the amount of aggregate gross proceeds raised from our securities offerings (including shares issued pursuant to the distribution reinvestment plan) was $335.5 million ($331.7 million net of direct selling costs).

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Distributions. To obtain the favorable tax treatment accorded to REITs, we normally will be required each year to distribute to our stockholders at least 90% of our real estate investment trust taxable income, determined without regard to the deduction for distributions paid and by excluding net capital gains. The payment of distributions is determined by our board of directors and may be adjusted at its discretion at any time. Distribution levels are set by our board of directors at a level it believes to be appropriate and sustainable based upon a review of a variety of factors including the current and anticipated market conditions, current and anticipated future performance and make-up of our investments, our overall financial projections and expected future cash needs. We intend to continue to make distributions on a monthly basis.

For the first quarter of 2026, our board of directors authorized monthly distributions to all common stockholders of record as of the close of business on the last business day of each month, or January 30, 2026, February 27, 2026, and March 31, 2026 (each a “Distribution Record Date”). The distributions were authorized at a quarterly rate of $0.10350 per share of each class of our common stock, less the respective distribution fees that are payable monthly with respect to Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares. This quarterly rate is equal to a monthly rate of $0.03450 per share of each class of our common stock, less the respective distribution fees that are payable with respect to Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares. Distributions for each month of the first quarter of 2026 have been or will be paid in cash or reinvested in shares of our common stock for those electing to participate in our DRIP following the close of business on the respective Distribution Record Date applicable to such monthly distributions. There can be no assurances that the current distribution rate will be maintained in future periods.

The following table outlines sources used, as determined on a GAAP basis, to pay total gross distributions (which are paid in cash or reinvested in shares of our common stock through our DRIP) for the periods indicated below:

	For the Year Ended December 31, 2025				For the Year Ended December 31, 2024
($ in thousands)	Amount		Percentage		Amount		Percentage
Distributions:
Paid in cash (1)	$	107,584	77.2	%	$	90,093	73.8	%
Reinvested in shares	31,780		22.8	%	31,926		26.2	%
Total (2)	$	139,364	100.0	%	$	122,019	100.0	%
Sources of Distributions:
Cash flows from operating activities (3)	$	107,584	77.2	%	$	—	—	%
Borrowings	—		—	%	90,093		73.8	%
DRIP (4)	31,780		22.8	%	31,926		26.2	%
Total (2)	$	139,364	100.0	%	$	122,019	100.0	%

____________________________________________________

(1)Includes other cash distributions consisting of: (i) distributions paid to noncontrolling interest holders; and (ii) ongoing distribution fees paid to the Dealer Manager with respect to Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares, Class D-PR shares and OP Units. See “Note 14 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for further detail regarding the ongoing distribution fees.

(2)Includes distributions paid to holders of OP Units for redeemable noncontrolling interests.

(3)In the fourth quarter of 2024, we originated a held for sale debt-related investment, with a carrying value of $193.9 million as of December 31, 2024, which reduced our cash flows from operating activities for the year ended December 31, 2024 by the same amount. In January 2025, we sold this debt-related investment for a cash sale price of $194.5 million, which was a cash inflow from operating activities in the first quarter of 2025.

(4)Stockholders may elect to have their distributions reinvested in shares of our common stock through our DRIP.

For the years ended December 31, 2025 and 2024, our FFO was $15.5 million, or 11.1% of our total distributions, and $89.1 million, or 73.0% of our total distributions, respectively. FFO is a non-GAAP operating metric and should not be used as a liquidity measure. However, management believes the relationship between FFO and distributions may be meaningful for investors to better understand the sustainability of our operating performance compared to distributions made. Refer to “Additional Measures of Performance” above for the definition of FFO, as well as a detailed reconciliation of our GAAP net income (loss) to FFO.

Refer to “Note 10 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for further detail on our distributions.

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Redemptions. Below is a summary of redemptions and repurchases pursuant to our share redemption program for the years ended December 31, 2025, 2024 and 2023. All eligible redemption requests were fulfilled for the periods presented. Eligible redemption requests are requests submitted in good order by the request submission deadline set forth in the share redemption program. Our board of directors may make exceptions to, modify or suspend our current share redemption programs if it deems such action to be in the best interest of our stockholders. Refer to Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasers of Equity Securities and Use of Proceeds—Share Redemption Program” for detail regarding our share redemption program.

	For the Year Ended December 31,
(in thousands, except for per share data)	2025		2024		2023
Number of shares redeemed or repurchased	15,911		24,937		22,815
Aggregate dollar amount of shares redeemed or repurchased	$	122,486	$	191,630	$	193,859
Average redemption or repurchase price per share	$	7.70	$	7.69	$	8.50

For the years ended December 31, 2025, 2024 and 2023, we received and redeemed 100% of eligible redemption requests for an aggregate amount of approximately $122.5 million, $191.6 million and $193.9 million, respectively, which we redeemed using cash flows from operating activities in excess of our distributions paid in cash, cash on hand, proceeds from our securities offerings, proceeds from the disposition of properties, and borrowings under our line of credit. We generally repay funds borrowed from our line of credit from a variety of sources including: cash flows from operating activities in excess of our distributions; proceeds from our securities offerings; proceeds from the disposition of properties; and other longer-term borrowings. In addition, refer to “Note 10 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for detail regarding our redemption activity relating to OP Units.

For purposes of the share redemption program, redemption requests received in a month are included on the last day of such month because that is the last day the stockholders have rights in the Company. We record these redemptions in our financial statements as having occurred on the first day of the next month following receipt of the redemption request because shares redeemed in a given month are considered outstanding through the last day of the month.

SUBSEQUENT EVENTS

See “Note 19 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for information regarding subsequent events.

INFLATION

Increases in the costs of owning and operating our properties due to inflation could impact our results of operations and financial condition to the extent such increases are not paid or reimbursed by our customers. Substantially all of our commercial leases provide for separate real estate tax and operating expense reimbursement escalations over a base amount. In addition, our leases provide for fixed base rent increases or indexed increases. As a result, inflationary increases in costs may be offset in part or in full by the contractual rent increases and operating expense reimbursement provisions or escalations. Our residential leases typically have initial terms of 12 months or less, which generally enables us to compensate for inflationary effects by adjusting rental rates on our residential leases to the extent the market will bear such adjustment.

In recent years, the U.S. economy has been impacted by periods of high inflation. While levels of inflation moderated during 2025, there can be no assurance that this trend will continue. Periods of excessive or prolonged inflation may negatively impact our customers’ businesses, resulting in increased vacancy, concessions or bad debt expense, which may adversely and materially affect our results of operations, financial condition, NAV and cash flows.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates are those estimates that require management to make challenging, subjective, or complex judgments, often because they must estimate the effects of matters that are inherently uncertain and may change in subsequent periods. Critical accounting estimates involve judgments and uncertainties that are sufficiently sensitive and may result in materially different results under different assumptions and conditions and can have a material impact on the consolidated financial statements.

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Investment in Real Estate Properties

We first determine whether an acquisition constitutes a business or asset acquisition. Upon determination of an asset acquisition, the purchase price of a property is allocated to land, building and improvements, and intangible lease assets and liabilities. Fair value determinations are based on estimated cash flow projections that utilize discount and/or capitalization rates, as well as certain available market information. The fair value of land, building and improvements considers the value of the property as if it were vacant. The fair value of intangible lease assets is based on our evaluation of the specific characteristics of each lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, current market conditions and market rates, the customer’s credit quality and costs to execute similar leases. The fair value of above- and below-market leases is calculated as the present value of the difference between the contractual amounts to be paid pursuant to each in-place lease and our estimate of fair market lease rates for each corresponding in-place lease, using a discount rate that reflects the risks associated with the leases acquired and measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed-rate renewal options for below-market leases. In estimating carrying costs, we include estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider tenant improvements, leasing commissions and legal and other related expenses.

Impairment of Real Estate Properties

We review our investment in real estate properties individually whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recorded for the difference between estimated fair value of the real estate property and the carrying amount when the estimated future cash flows and the estimated liquidation value of the real estate property are less than the real estate property carrying amount. Our estimates of future cash flows and liquidation values require us to make assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for customers, changes in market rental rates, costs to operate each property, and expected ownership periods that can be difficult to predict.

Fair Value of Financing Obligations

The underlying interests in real properties sold to investors pursuant to the DST Program are leased-back by a wholly owned subsidiary of the Operating Partnership on a long-term basis. These master lease agreements are fully guaranteed by the Operating Partnership and the Operating Partnership retains a fair market value purchase option giving it the right, but not the obligation, to acquire the DST Interests in the DST Program from the investors at a later time in exchange for OP Units, cash or a combination of OP Units and cash. This results in a failed sale and leaseback transaction for accounting purposes; therefore, we record DST Interests as financing obligation liabilities.

We have elected the fair value option for certain financing obligations and, as such, these financing obligations are carried at fair value. Unrealized gains and losses on financing obligations are recorded as a component of other income (expenses) on our consolidated statements of operations. Financing obligations are valued on a recurring basis using discounted cash flow models. We utilize discount rates and exit capitalization rates as inputs in our valuation models. Changes in these assumptions could materially change the valuation of our financing obligations and have an impact on our results of operations and financial position.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We have been and may continue to be exposed to the impact of interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows, and optimize overall borrowing costs. To achieve these objectives, we plan to borrow on a fixed interest rate basis and utilize interest rate swap and cap agreements on certain variable interest rate debt in order to limit the effects of changes in interest rates on our results of operations. As of December 31, 2025, our consolidated debt outstanding consisted of borrowings under our line of credit, term loans and mortgage notes. In addition, we plan to purchase or originate variable rate debt investments, which can offset interest rate risk associated with our variable interest rate consolidated debt.

Fixed Interest Rate Debt. As of December 31, 2025, our fixed interest rate debt consisted of $644.7 million under our mortgage notes and $675.0 million of borrowings under our term loans that were effectively fixed through the use of interest rate swaps. In total, our fixed interest rate debt represented 44.0% of our total consolidated debt as of December 31, 2025. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed interest rate debt unless such instruments mature or are otherwise terminated. However, interest rate changes could affect the fair value of

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our fixed interest rate debt. As of December 31, 2025, the fair value and the carrying value of our consolidated fixed interest rate debt, excluding the values of any associated hedges, was $1.26 billion and $1.32 billion, respectively. The fair value estimate of this debt was estimated using a discounted cash flow analysis utilizing rates we would expect to pay for debt of a similar type and remaining maturity if the loans were originated on December 31, 2025. Given we generally expect to hold our fixed interest rate debt instruments to maturity or when they otherwise open up for prepayment at par, and the amounts due under such debt instruments should be limited to the outstanding principal balance and any accrued and unpaid interest at such time, we do not expect that the resulting change in fair value of our fixed interest rate debt instruments due to market fluctuations in interest rates, would have a significant impact on our operating cash flows.

Variable Interest Rate Debt. As of December 31, 2025, our consolidated variable interest rate debt consisted of $744.3 million of borrowings under our line of credit, $325.0 million of borrowings under our term loans, and $611.6 million under our mortgage notes, which represented 56.0% of our total consolidated debt. Interest rate changes on the variable portion of our consolidated variable-rate debt could impact our future earnings and cash flows, but would not necessarily affect the fair value of such debt. As of December 31, 2025, we were exposed to market risks related to fluctuations in interest rates on $1.68 billion of consolidated borrowings; however, $861.6 million of these borrowings are capped through the use of eight interest rate cap agreements. A hypothetical 25 basis points increase in the all-in rate on the outstanding balance of our consolidated variable interest rate debt as of December 31, 2025 would increase our annual interest expense by approximately $3.4 million, including the effects of our interest rate cap agreements. In addition, we have originated and/or purchased variable rate debt-related investments with aggregate current commitments of $171.4 million and aggregate outstanding principal of $138.0 million on accrual status as of December 31, 2025, which can offset the interest rate risk associated with our variable interest rate borrowings.

Derivative Instruments. As of December 31, 2025, we had 18 outstanding derivative instruments with a total current notional amount of $1.54 billion outstanding and effective. These derivative instruments were comprised of interest rate swaps and interest rate caps that were designed to mitigate the risk of future interest rate increases by either providing a fixed interest rate or capping the variable interest rate for a limited, pre-determined period of time. See “Note 6 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for further detail on our derivative instruments. We are exposed to credit risk of the counterparty to our interest rate cap and swap agreements in the event of non-performance under the terms of the agreements. If we were not able to replace these caps or swaps in the event of non-performance by the counterparty, we would be subject to variability of the interest rate on the amount outstanding under our debt that is fixed or capped through the use of the swaps or caps, respectively.

Variable Interest Rate Debt Investments. In the case of a significant increase in interest rates, additional debt service payments due from our borrowers may strain the operating cash flows of the real estate assets underlying our mortgages and, potentially, contribute to non-performance or, in severe cases, default, which may be mitigated by borrower purchased interest rate caps. Alternatively, in the case of a significant decrease in interest rates, our debt-related investments could be adversely impacted and interest income from our debt-related investments could decrease substantially, which could reduce the effectiveness of our interest rate risk strategy described above.

Foreign Currency Risk

We currently have investments in unconsolidated joint venture partnerships that invest in assets and properties located in countries outside of the U.S. that are subject to the effects of exchange rate movements between the foreign currency of each real estate investment and the U.S. dollar, which may affect future costs and cash flows as well as amounts remeasured into U.S. dollars for inclusion in our consolidated financial statements. We execute borrowings in the same foreign currencies as our foreign investments to protect against the foreign currency exchange rate risk inherent in transactions denominated in foreign currencies. We estimate that as of December 31, 2025, a hypothetical 10% decline in the exchange rates of foreign currencies against the U.S. dollar would not result in a material change to our investment balances and would be largely offset by the currency conversions of our borrowings in the same foreign currencies.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Ares Real Estate Income Trust Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Ares Real Estate Income Trust Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of financing obligations carried at fair value

As discussed in Notes 2, 7, and 8 to the consolidated financial statements, the Company has $2.1 billion of financing obligations carried at fair value under the fair value option as of December 31, 2025. The Company measures the fair value of these financing obligations on a recurring basis using a discounted cash flow valuation technique.

We identified the evaluation of certain financing obligations carried at fair value as a critical audit matter. Challenging auditor judgment and specialized skills and knowledge were required to evaluate the method and certain significant assumptions used to estimate the fair value of the financing obligation. We performed a sensitivity analysis to determine the significant assumptions used to value certain financing obligations and identified the discount rates and exit

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capitalization rates as the significant assumptions. Changes in the significant assumptions or the use of a different valuation method could have a significant impact on the fair value of financing obligations.

The following are the primary procedures we performed to address this critical audit matter. For a selection of financing obligations, we involved valuation professionals with specialized skills and knowledge, who assisted in:

•assessing the appropriateness of the valuation method utilized

•comparing the discount rates for a selection of financing obligations to ranges of discount rates obtained from market data and relevant industry guides

•comparing the exit capitalization rates for a selection of financing obligations to ranges of exit capitalization rates obtained from market data and relevant industry guides.

Assessment of the expected hold periods for investments in real estate properties

As described in Note 3 to the consolidated financial statements, the Company has $6.2 billion of net investment in real estate properties as of December 31, 2025. The Company evaluates properties for impairment whenever events or changes in circumstances, including shortening the expected hold periods of such properties, indicate that the carrying amount of an asset may not be recoverable.

We identified the assessment of the expected hold periods for investments in real estate properties as a critical audit matter. A high degree of subjective auditor judgment was required in assessing the events or changes in circumstances used by the Company to evaluate the expected hold periods for investments in real estate assets.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the Company’s hold periods by inquiring of management, reading minutes of the meetings of the Company’s Board of Directors, and analyzing documents prepared by the Company regarding proposed real estate transactions and potential triggering events. We inquired of management and inspected documentation from the Company regarding the status and evaluation of any potential disposal of properties, which we corroborated with others in the organization who are responsible for, and have authority over, disposition activities.

/s/ KPMG LLP

We have served as the Company’s auditor since 2005.

Denver, Colorado

March 5, 2026

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ARES REAL ESTATE INCOME TRUST INC.

CONSOLIDATED BALANCE SHEETS

	As of
(in thousands, except per share data)	December 31, 2025		December 31, 2024
ASSETS
Net investment in real estate properties	$	6,210,266	$	4,731,403
Investments in real estate debt and securities (includes $259,378 and $165,401 at fair value as of December 31, 2025 and December 31, 2024, respectively)	303,798		353,258
Debt-related investments, held for sale	—		193,902
Investments in unconsolidated joint venture partnerships (includes $77,703 and $38,386 at fair value as of December 31, 2025 and December 31, 2024, respectively)	438,997		212,296
Cash and cash equivalents	40,059		19,554
Restricted cash	5,693		7,865
DST Program Loans (includes $170,865 and $71,068 at fair value as of December 31, 2025 and December 31, 2024, respectively)	191,502		120,853
Other assets	78,209		92,118
Total assets	$	7,268,524	$	5,731,249
LIABILITIES AND EQUITY
Liabilities
Accounts payable and accrued expenses	$	92,572	$	71,196
Debt, net	2,971,842		2,700,468
Intangible lease liabilities, net	187,051		46,098
Financing obligations, net (includes $2,126,267 and $878,386 at fair value as of December 31, 2025 and December 31, 2024, respectively)	2,350,050		1,385,620
Distribution fees payable to affiliates	72,974		69,922
Other liabilities	71,515		42,593
Total liabilities	5,746,004		4,315,897
Commitments and contingencies (Note 17)
Redeemable equity (Note 11 and 12)	211,540		9,381
Equity
Stockholders’ equity:
Preferred stock, $0.01 par value per share—200,000 shares authorized, none issued and outstanding	—		—
Common stock, $0.01 par value per share (Note 10)	1,819		1,803
Additional paid-in capital	2,004,947		1,956,646
Distributions in excess of earnings	(1,351,087)		(1,216,344)
Accumulated other comprehensive (loss) income	(232)		3,719
Total stockholders’ equity	655,447		745,824
Noncontrolling interests	655,533		660,147
Total equity	1,310,980		1,405,971
Total liabilities and equity	$	7,268,524	$	5,731,249

See accompanying Notes to Consolidated Financial Statements.

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ARES REAL ESTATE INCOME TRUST INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Year Ended December 31,
(in thousands, except per share data)	2025		2024		2023
Revenues:
Rental revenues	$	452,604	$	370,851	$	321,995
Debt-related income	46,231		46,642		31,175
Total revenues	498,835		417,493		353,170
Operating expenses:
Rental expenses	167,252		136,232		118,794
Real estate-related depreciation and amortization	196,808		152,777		149,985
General and administrative expenses	13,662		12,808		11,824
Advisory fees	51,296		40,786		38,645
Performance participation allocation	16,544		—		—
Acquisition costs and reimbursements	6,868		7,034		7,034
Valuation allowance on debt-related investment	—		—		(1,799)
Total operating expenses	452,430		349,637		324,483
Other income (expenses):
Income (loss) from unconsolidated joint venture partnerships	48,568		14,531		(3,578)
Interest expense	(251,369)		(188,318)		(148,517)
Gain on sale of real estate property	57,200		12,913		36,884
Gain (loss) on financial assets	407		(17)		—
(Loss) gain on financing obligations	(54,776)		(2,034)		932
Gain (loss) on extinguishment of debt and financing obligations, net	32,741		41,050		(700)
(Loss) gain on derivative instruments	(7)		402		126
Provision for current expected credit losses	464		1,533		(1,997)
Other income and expenses	11,134		6,583		4,950
Total other income (expenses)	(155,638)		(113,357)		(111,900)
Net loss before income tax expense	(109,233)		(45,501)		(83,213)
Income tax expense	(17,953)		(11,842)		—
Net loss	(127,186)		(57,343)		(83,213)
Net loss attributable to redeemable noncontrolling interests	431		273		597
Net loss attributable to noncontrolling interests	58,751		19,935		20,189
Net loss attributable to common stockholders	$	(68,004)	$	(37,135)	$	(62,427)
Weighted-average shares outstanding—basic	183,522		188,336		203,291
Weighted-average shares outstanding—diluted	342,369		305,179		267,556
Net loss attributable to common stockholders per common share—basic and diluted	$	(0.37)	$	(0.20)	$	(0.31)

See accompanying Notes to Consolidated Financial Statements.

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ARES REAL ESTATE INCOME TRUST INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	For the Year Ended December 31,
(in thousands)	2025		2024		2023
Net loss	$	(127,186)	$	(57,343)	$	(83,213)
Change from cash flow hedging activities	(6,966)		(1,850)		(11,589)
Change from activities related to available-for-sale debt securities	(109)		(46)		132
Comprehensive loss	(134,261)		(59,239)		(94,670)
Comprehensive loss attributable to redeemable noncontrolling interests	456		280		666
Comprehensive loss attributable to noncontrolling interests	62,057		20,934		23,830
Comprehensive loss attributable to common stockholders	$	(71,748)	$	(38,025)	$	(70,174)

See accompanying Notes to Consolidated Financial Statements.

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ARES REAL ESTATE INCOME TRUST INC.

CONSOLIDATED STATEMENTS OF EQUITY

	Stockholders’ Equity									Noncontrolling<br>Interests		Total<br>Equity
	Common Stock			Additional<br>Paid-in<br>Capital		Distributions<br>in Excess of<br>Earnings		Accumulated<br>Other<br>Comprehensive<br>Income (Loss)
(in thousands)	Shares	Amount
Balance as of December 31, 2022	206,108	$	2,061	$	1,898,510	$	(973,395)	$	16,083	$	250,608	$	1,193,867
Net loss (excludes $597 attributable to redeemable noncontrolling interests)	—	—		—		(62,427)		—		(20,189)		(82,616)
Change from securities and cash flow hedging activities (excludes $69 attributable to redeemable noncontrolling interests)	—	—		—		—		(7,747)		(3,641)		(11,388)
Issuance of common stock	13,900	139		120,604		—		—		—		120,743
Share-based compensation	35	—		271		—		—		—		271
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs	—	—		(4,314)		—		—		—		(4,314)
Trailing distribution fees	—	—		(232)		5,741		—		(11,246)		(5,737)
Redemptions of common stock	(22,815)	(228)		(193,631)		—		—		—		(193,859)
Issuances of OP Units for DST Interests	—	—		—		—		—		228,301		228,301
Other noncontrolling interests net distributions	—	—		—		—		—		(14)		(14)
Distributions declared (excludes $764 attributable to redeemable noncontrolling interests)	—	—		—		(78,742)		—		(24,207)		(102,949)
Redemption value allocation adjustment to redeemable noncontrolling interests	—	—		14		—		—		—		14
Redemptions of noncontrolling interests (excludes $4,940 attributable to redeemable noncontrolling interests)	—	—		(3,354)		—		—		(27,549)		(30,903)
Reallocation of stockholders' equity and noncontrolling interests	—	—		77,921		—		(1,977)		(75,944)		—
Balance as of December 31, 2023	197,228	$	1,972	$	1,895,789	$	(1,108,823)	$	6,359	$	316,119	$	1,111,416
Net loss (excludes $273 attributable to redeemable noncontrolling interests)	—	—		—		(37,135)		—		(19,935)		(57,070)
Change from securities and cash flow hedging activities (excludes $7 attributable to redeemable noncontrolling interests)	—	—		—		—		(890)		(999)		(1,889)
Issuance of common stock	7,982	80		61,767		—		—		—		61,847
Share-based compensation	38	—		281		—		—		—		281
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs	—	—		(4,436)		—		—		—		(4,436)
Trailing distribution fees	—	—		1,768		4,959		—		(9,993)		(3,266)
Redemptions of common stock	(24,937)	(249)		(191,381)		—		—		—		(191,630)
Issuances of OP Units for DST Interests	—	—		—		—		—		639,102		639,102
Consolidation of joint venture partnership	—	—		—		—		—		4,033		4,033
Other noncontrolling interests net contributions	—	—		—		—		—		385		385
Distributions declared (excludes $544 attributable to redeemable noncontrolling interests)	—	—		—		(75,345)		—		(46,130)		(121,475)
Redemption value allocation adjustment to redeemable noncontrolling interests	—	—		41		—		—		—		41
Redemptions of noncontrolling interests (excludes $1,500 attributable to redeemable noncontrolling interests)	—	—		—		—		—		(31,368)		(31,368)
Reallocation of stockholders' equity and noncontrolling interests	—	—		192,817		—		(1,750)		(191,067)		—
Balance as of December 31, 2024	180,311	$	1,803	$	1,956,646	$	(1,216,344)	$	3,719	$	660,147	$	1,405,971
Net loss (excludes $2,064 attributable to redeemable equity)	—	—		—		(66,371)		—		(58,751)		(125,122)
Change from securities and cash flow hedging activities (excludes $11 gain attributable to redeemable equity)	—	—		—		—		(3,780)		(3,306)		(7,086)
Issuance of common stock (excludes $200,000 attributable to redeemable common stock)	17,449	173		135,342		—		—		—		135,515
Share-based compensation	42	—		326		—		—		—		326
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs	—	—		(3,784)		—		—		—		(3,784)
Trailing distribution fees	—	—		(1,171)		4,594		—		(6,475)		(3,052)
Redemptions of common stock	(15,911)	(157)		(122,329)		—		—		—		(122,486)
Issuances of OP Units for DST Interests	—	—		—		—		—		220,738		220,738
Other noncontrolling interests net distributions	—	—		—		—		—		(182)		(182)
Distributions declared (excludes $2,227 attributable to redeemable equity)	—	—		—		(72,966)		—		(64,171)		(137,137)
Redemption value allocation adjustment to redeemable equity	—	—		(7,939)		—		—		—		(7,939)
Redemptions of noncontrolling interests (excludes $1,500 attributable to redeemable noncontrolling interests)	—	—		—		—		—		(44,782)		(44,782)
Reallocation of stockholders' equity and noncontrolling interests	—	—		47,856		—		(171)		(47,685)		—
Balance as of December 31, 2025	181,891	$	1,819	$	2,004,947	$	(1,351,087)	$	(232)	$	655,533	$	1,310,980

See accompanying Notes to Consolidated Financial Statements.

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ARES REAL ESTATE INCOME TRUST INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended December 31,
(in thousands)	2025		2024		2023
Operating activities:
Net loss	$	(127,186)	$	(57,343)	$	(83,213)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Real estate-related depreciation and amortization	196,808		152,777		149,985
Straight-line rent and amortization of above- and below-market leases	(11,659)		(10,712)		(6,959)
Gain on sale of real estate property	(57,200)		(12,913)		(36,884)
Unrealized (gain) loss on financial assets	(407)		17		—
Performance participation allocation	16,544		—		—
Valuation allowance on debt-related investment	—		—		(1,799)
(Income) loss from unconsolidated joint venture partnerships	(48,568)		(14,531)		3,578
(Gain) loss on extinguishment of debt and financing obligations, net	(32,741)		(41,050)		700
Provision for current expected credit losses	(464)		(1,533)		1,997
Amortization of deferred financing costs	14,917		10,035		7,380
Decrease in financing obligation liability appreciation	—		(69)		(459)
Unrealized loss (gain) on financing obligations	54,776		2,034		(932)
Unrealized loss (gain) on derivative instruments not designated as cash flow hedges	7		(264)		4,169
Paid-in-kind interest on investments in real estate debt and securities, net of repayments	(17)		(26,361)		(7,946)
Distributions of earnings from unconsolidated joint venture partnerships	19,548		4,463		3,369
Amortization of interest rate cap premiums	9,737		14,143		5,746
Other	897		(451)		(1,295)
Changes in operating assets and liabilities
Other assets	108		(7,663)		(2,892)
Accounts payable and accrued expenses	13,664		6,912		4,091
Other liabilities	10,977		6,918		1,069
Debt-related investments, held for sale	193,902		(193,902)		—
Cash settlement of accrued performance participation allocation	—		—		(23,747)
Net cash provided by (used in) operating activities	253,643		(169,493)		15,958
Investing activities:
Real estate acquisitions	(1,529,515)		(871,709)		(401,840)
Capital expenditures	(47,624)		(55,573)		(48,329)
Proceeds from disposition of real estate property	110,903		31,170		53,735
Investments in debt-related investments	(107,853)		(62,344)		(52,021)
Principal collections on debt-related investments	148,573		106,768		66,680
Distributions from joint venture partnerships	9,996		—		—
Investments in unconsolidated joint venture partnerships	(205,040)		(72,127)		(39,881)
Consolidation of equity method investment	—		2,649		—
Investments in available-for-sale debt securities	(117,878)		(2,992)		(102,160)
Principal collections on available-for-sale debt securities	128,419		4,586		—
Other	108		445		2,263
Net cash used in investing activities	(1,609,911)		(919,127)		(521,553)
Financing activities:
Proceeds from mortgage notes	85,000		535,843		287,339
Repayments of mortgage notes	(197,756)		(22,238)		(72,164)
Proceeds from line of credit	2,555,691		1,384,555		1,220,000
Repayments of line of credit	(2,362,674)		(1,203,000)		(1,088,000)
Proceeds from term loans	438,000		—		—
Repayments of term loans	(238,000)		—		—
Proceeds from secured borrowings	462,182		—		—
Repayments of secured borrowings	(462,182)		—		—
Redemptions of common stock	(122,397)		(191,630)		(193,859)
Distributions paid to common stockholders, redeemable noncontrolling interest holders and noncontrolling interest holders	(94,636)		(78,322)		(61,227)
Proceeds from issuance of common stock	303,919		29,732		88,125
Proceeds from financing obligations, net	1,093,844		712,273		412,874
Offering costs for issuance of common stock and private placements	(17,417)		(17,253)		(15,355)
Cash payout of DST Interests	—		(3,898)		—
Redemption of redeemable noncontrolling interests and noncontrolling interests	(46,096)		(34,822)		(33,888)
Debt issuance costs paid	(22,307)		(11,904)		(6,449)
Interest rate cap premiums	(548)		(3,379)		(29,321)
Other	(159)		395		—
Net cash provided by financing activities	1,374,464		1,096,352		508,075
Effect of exchange rate changes on cash, cash equivalents and restricted cash	137		21		—
Net increase in cash, cash equivalents and restricted cash	18,333		7,753		2,480
Cash, cash equivalents and restricted cash, at beginning of period	27,419		19,666		17,186
Cash, cash equivalents and restricted cash, at end of period	$	45,752	$	27,419	$	19,666

See accompanying Notes to Consolidated Financial Statements.

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ARES REAL ESTATE INCOME TRUST INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

Unless the context otherwise requires, the “Company,” “we,” “our” or “us” refers to Ares Real Estate Income Trust Inc. and its consolidated subsidiaries. We are externally managed by Ares Commercial Real Estate Management LLC (the “Advisor”) and consider Ares real estate to be our sponsor (the “Sponsor”).

Ares Real Estate Income Trust Inc. is a Maryland corporation formed on April 11, 2005. We are primarily focused on investing in and operating a diverse portfolio of real property and investing in other real estate-related assets. We currently focus our investment activities primarily across the major U.S. property sectors (residential (which includes and/or may include multi-family and other types of rental housing such as manufactured, student, and single family rental housing), industrial, retail and office (which includes and/or may include medical office and life science laboratories)), data center properties and investments in real estate debt and securities. To a lesser extent, we intend to strategically invest in geographies outside of the U.S., which may include Canada, Mexico, the United Kingdom, Europe, Japan and other foreign jurisdictions, and in other sectors such as credit lease and self-storage, properties in sectors adjacent to our primary investment sectors and/or infrastructure, to create a diversified blend of current income and long-term value appreciation. As of December 31, 2025, our consolidated real property portfolio consisted of 143 properties. We operate seven reportable segments: residential properties, industrial properties, retail properties, office properties, data center properties, other properties and real estate debt and securities. As used herein, the term “commercial” refers to our industrial, retail, office and data center properties or customers, as applicable. See “Note 18” for information regarding the financial results by segment.

We believe we have operated in such a manner as to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, and we intend to continue to operate in accordance with the requirements for qualification as a REIT. We utilize an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) organizational structure to hold all or substantially all of our assets through an operating partnership, AREIT Operating Partnership LP (the “Operating Partnership”), of which we are the sole general partner and a limited partner.

We are currently offering shares pursuant to a securities offering and intend to operate as a perpetual-life REIT, which means that we intend to offer shares of our common stock on a continuous basis through our ongoing primary offerings and our distribution reinvestment plan. See “Note 10” for detail regarding our securities offerings.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements included herein have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP.

Basis of Consolidation

The consolidated financial statements include the accounts of Ares Real Estate Income Trust Inc., the Operating Partnership, their wholly-owned subsidiaries, including a taxable REIT subsidiary, and their consolidated joint ventures, as well as amounts related to noncontrolling interests. See “Noncontrolling Interests” and “Redeemable Noncontrolling Interests” below for further detail concerning the accounting policies regarding noncontrolling interests. All material intercompany accounts and transactions have been eliminated.

We consolidate all entities in which we have a controlling financial interest through majority ownership or voting rights and variable interest entities for which we are the primary beneficiary. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary. We are the primary beneficiary of a VIE when we have (i) the power to direct the most significant activities impacting the economic performance of the VIE and (ii) the obligation to absorb losses or receive benefits significant to the VIE. Entities that do not qualify as VIEs are generally considered voting interest entities (“VOEs”) and are evaluated for consolidation under the voting interest model. VOEs are consolidated when we control the entity through a majority voting interest or other means.

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When the requirements for consolidation are not met and we have significant influence over the operations of the entity, the investment is accounted for under the equity method of accounting. Equity method investments are initially recorded at cost and subsequently adjusted for our pro-rata share of net income, contributions and distributions.

The Operating Partnership meets the criteria of a VIE as the Operating Partnership’s limited partners do not have the right to remove the general partner and do not have substantive participating rights in the operations of the Operating Partnership. Pursuant to the operating partnership agreement, we are the primary beneficiary of the Operating Partnership as we have the obligation to absorb losses and receive benefits, and the power to control substantially all of the activities which most significantly impact the economic performance of the Operating Partnership. As such, the Operating Partnership continues to be consolidated within our consolidated financial statements.

Use of Estimates

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they are determined to be necessary.

Reclassifications

Certain items in our consolidated balance sheets as of December 31, 2024 and our consolidated statements of operations and our consolidated statements of cash flows for the years ended December 31, 2024 and 2023 have been reclassified to conform to the 2025 presentation.

Investment in Real Estate Properties

We first determine whether an acquisition constitutes a business or asset acquisition. Upon determination of an asset acquisition, the purchase price of a property is allocated to land, building and improvements and intangible lease assets and liabilities. The allocation of the purchase price to building is based on management’s estimate of the property’s “as-if” vacant fair value. The “as-if” vacant fair value is determined by using all available information such as the replacement cost of such asset, appraisals, property condition reports, market data and other related information. The allocation of the purchase price to intangible lease assets represents the value associated with the in-place leases, which may include lost rent, leasing commissions, tenant improvements, legal and other related costs. The allocation of the purchase price to above-market lease assets and below-market lease liabilities results from in-place leases being above or below management’s estimate of fair market rental rates at the acquisition date and are measured over a period equal to the remaining term of the lease for above-market leases and the remaining term of the lease, plus the term of any below-market fixed-rate renewal option periods, if applicable, for below-market leases. Intangible lease assets, above-market lease assets, and below-market lease liabilities are collectively referred to as “intangible lease assets and liabilities.”

If any debt is assumed in an acquisition, the difference between the fair value and the face value of debt is recorded as a premium or discount and amortized to interest expense over the life of the debt assumed. See “Note 3” for additional information regarding debt assumed in connection with our 2025 and 2024 acquisitions, if any. Transaction costs associated with the acquisition of a property are capitalized as incurred in an asset acquisition and are allocated to land, building and intangible lease assets on a relative fair value basis. Transaction costs associated with business combinations are expensed as they are incurred. Properties that are probable to be sold are to be designated as “held for sale” on the consolidated balance sheets when certain criteria are met.

The results of operations for acquired businesses and properties are included in the consolidated statements of operations from their respective acquisition dates. Intangible lease assets are amortized to real estate-related depreciation and amortization over the remaining lease term. Above-market lease assets are amortized as a reduction in rental revenues over the remaining lease term and below-market lease liabilities are amortized as an increase in rental revenues over the remaining lease term, plus any applicable fixed-rate renewal option periods. We expense any unamortized intangible lease asset or record an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability when a customer terminates a lease before the stated lease expiration date. During the years ended December 31, 2025, 2024 and 2023, we recorded $1.3 million, $1.4 million and $0.3 million, respectively, related to write-offs of unamortized intangible lease assets and liabilities due to early lease terminations.

Land, building, building improvements, tenant improvements, lease commissions, and intangible lease assets and liabilities, which are collectively referred to as “real estate assets,” are stated at historical cost less accumulated depreciation and amortization. Costs associated with the development and improvement of our real estate assets are capitalized as incurred.

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These costs include capitalized interest, insurance, real estate taxes and certain general and administrative expenses if such costs are incremental and identifiable to a specific activity to prepare the real estate asset for its intended use. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred.

Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table:

Land	Not depreciated
Building and improvements	5 to 40 years
Tenant improvements	Lesser of useful life or lease term
Lease commissions	Over lease term
Intangible lease assets	Over lease term
Above-market lease assets	Over lease term
Below-market lease liabilities	Over lease term, including below-market fixed-rate renewal options

Certain of our investments in real estate are subject to ground leases, for which a lease liability and corresponding right of use asset are recognized. We calculate the amount of the lease liability and right of use asset by taking the present value of the remaining lease payments and adjusting the right of use asset for any existing straight-line ground rent liability and acquired ground lease intangibles. An estimated incremental borrowing rate of a loan with a similar term as the ground lease is used as the discount rate. The lease liability is included as a component of other liabilities, and the related right of use asset is recorded as a component of net investments in real estate properties on our consolidated balance sheets. The amortization of the below-market ground lease is recorded as an adjustment to real estate-related depreciation and amortization on our consolidated statements of operations.

Real estate assets that are determined to be held and used will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and we will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value. There were no impairment charges during the years ended December 31, 2025, 2024 and 2023.

Investments in Unconsolidated Joint Venture Partnerships

We hold certain investments in unconsolidated joint venture partnerships that are accounted for under the equity method of accounting, as we have determined that we have the ability to exercise significant influence but do not have control over the joint venture partnerships. Our investments in unconsolidated joint venture partnerships are initially recorded at cost (including direct acquisition costs) and subsequently adjusted to reflect our proportionate share of equity in the joint venture’s net income (loss), distributions received, contributions made and certain other adjustments made, as appropriate, which is included in investments in unconsolidated joint venture partnerships on our consolidated balance sheets. The proportionate share of ongoing income or loss of the unconsolidated joint venture partnerships is recognized in income (loss) from unconsolidated joint venture partnerships on the consolidated statements of operations. The outside basis portion of our unconsolidated joint venture partnerships (if applicable) is amortized over the anticipated useful lives of the joint ventures’ tangible and intangible assets acquired and liabilities assumed.

For certain of our investments in unconsolidated joint venture partnerships, we have elected the fair value option and account for these investments at fair value with the associated unrealized gains and losses recorded as a component of income (loss) from unconsolidated joint venture partnerships on our consolidated statements of operations.

When circumstances indicate there may have been a reduction in the value of an equity investment for which we account for under the equity method of accounting, we evaluate whether the loss is other than temporary. If we conclude it is other than temporary, an impairment charge is recognized to reflect the equity investment at fair value. No impairment losses were recorded related to our investments in unconsolidated joint venture partnerships for the years ended December 31, 2025, 2024 and 2023.

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Debt-Related Investments

Debt-related investments that we originated or acquired prior to the third quarter of 2024 are considered to be held for investment, as we have both the intent and ability to hold these investments until maturity. Accordingly, these assets are carried at cost, net of unamortized loan origination costs and fees, discounts and a credit loss reserve, if applicable. Interest income is recorded on an accrual basis and is recorded as a component of debt-related income.

Beginning in the third quarter of 2024, we have elected the fair value option for our new debt-related investments and as such, these investments are carried at fair value. These assets are valued on a recurring basis and any unrealized gains and losses will be recorded as a component of other income and expenses on our consolidated statements of operations. Upfront fees and origination costs related to our debt-related investments for which the fair value option is elected are recognized in earnings as incurred. Such items are recorded as components of debt-related income on our consolidated statements of operations. Interest income is recorded on an accrual basis and is recorded as a component of debt-related income.

We classify debt-related investments as held for sale if there is a reasonable expectation to sell them in the short-term following the reporting date. Debt-related investments classified as held for sale are carried at the lower of carrying value or fair value, with changes in value recorded through earnings. If a debt-related investment is determined to be held for sale at the time of origination, upfront fees and origination costs are deferred and any portion retained will be recognized into interest income at the time of sale.

Debt-related investments are placed on non-accrual status at the earlier of when principal or interest payments are 90 days past due or when management has determined there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is reversed against interest income in the period the investment is placed on non-accrual status. Interest payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment regarding collectability of the investment based on the facts and circumstances regarding the payment received. Non-accrual investments are restored to accrual status when past due principal and interest are paid and, in management’s judgment, are likely to remain current.

Current Expected Credit Losses

We record a reserve for current expected credit losses (“CECL Reserve”) on both the outstanding balances and unfunded commitments on loans held for investment. The development of the CECL Reserve requires the consideration of a broad range of historical experience adjusted for current conditions and reasonable and supportable forecast information to inform credit loss estimates. Increases and decreases to expected credit losses impact earnings and are recorded within the provision for current expected credit losses in our consolidated statements of operations. The CECL Reserve related to outstanding balances on loans held for investment is a valuation account that is deducted from the amortized cost basis of our loans held for investment in our consolidated balance sheets. The CECL Reserve related to unfunded commitments on loans held for investment is recorded within other liabilities in our consolidated balance sheets. The CECL Reserve for unfunded commitments is based on the unfunded portion of the loan commitment over the full contractual period over which we are exposed to credit risk through a current obligation to extend credit and is recorded as an other liability on the consolidated balance sheets.

We estimate our CECL Reserve primarily using a probability-weighted model that considers the likelihood of default and expected loss given default for each individual loan. Calculation of the CECL Reserve requires loan specific data, which includes capital senior to us when we are the subordinate lender, changes in net operating income, debt service coverage ratio, loan-to-value, occupancy, property type and geographic location. Estimating the CECL Reserve also requires significant judgment with respect to various factors, including (i) the appropriate historical loan loss reference data, (ii) the expected timing of loan repayments, (iii) calibration of the likelihood of default to reflect the risk characteristics of our floating rate loan portfolio and (iv) our current and future view of the macroeconomic environment. We may consider loan-specific qualitative factors on certain loans to estimate our CECL Reserve. In order to estimate the future expected loan losses relevant to our portfolio, we utilize historical market loan loss data licensed from a third-party data service. For periods beyond the reasonable and supportable forecast period, we revert back to historical loss data.

Available-for-Sale Debt Securities

We acquire debt securities that are collateralized by mortgages on commercial real estate properties primarily for cash management and investment purposes. Additionally, we acquire or originate preferred equity investments that are recognized as debt securities as they have mandatory redemption features and meet the definition of securities under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, Investments—Debt Securities. On the acquisition date, we designate investments in real estate debt securities as available-for-sale.

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Investments in debt securities that are classified as available-for-sale are carried at fair value. These assets are valued on a recurring basis and any unrealized holding gains and losses other than those associated with a credit loss are recorded each period in other comprehensive income.

As applicable, available-for-sale debt securities that are in an unrealized loss position are evaluated quarterly on an individual security basis to determine whether a credit loss exists. In the assessment, we consider the extent of the difference between fair value and amortized cost, changes in credit rating, and any other adverse factors directly impacting the security. If we determine a credit loss exists, the extent of the credit loss is recognized in the consolidated statements of operations and any additional loss not attributable to credit loss is recognized in other comprehensive income. There was no credit loss recognized during the years ended December 31, 2025, 2024 or 2023.

Available-for-sale debt securities will be on non-accrual status at the earlier of (i) principal or interest payments becoming 90 days past due or (ii) management’s determination that there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is reversed against interest income in the period the debt security is placed on non-accrual status. Interest payments received on non-accrual securities may be recognized as income or applied to principal depending upon management’s judgment regarding collectability of the debt security based on the facts and circumstances regarding the payment received. Non-accrual debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, are likely to remain current. There were no securities on non-accrual status as of December 31, 2025 or 2024.

Equity Securities

We hold an investment in a joint venture partnership over which we do not hold significant influence over operating or financial policies of the partnership. As such, we account for this investment as an equity security under FASB ASC Topic 321, Investments—Equity Securities. We account for this investment at fair value with the associated unrealized gains and losses recorded as a component of gain or loss on financial assets on our consolidated statements of operations.

DST Program

We have a program to raise capital through private placement offerings by selling beneficial interests (the “DST Interests”) in specific Delaware statutory trusts holding real properties (the “DST Program”). Under the DST Program, each private placement offers interests in one or more real properties placed into one or more Delaware statutory trusts by the Operating Partnership or its affiliates (each, a “DST Property” and collectively, the “DST Properties”). DST Properties may be sourced from properties currently owned by the Operating Partnership or newly acquired properties. The underlying interests of real properties sold to investors pursuant to such private placements are leased-back by a wholly owned subsidiary of the Operating Partnership on a long-term basis. These master lease agreements are fully guaranteed by the Operating Partnership. Additionally, the Operating Partnership retains a fair market value purchase option giving it the right, but not the obligation, to acquire the interests in the Delaware statutory trusts from the investors at a later time in exchange for OP Units, cash or a combination of OP Units and cash. This results in a failed sale and leaseback transaction for accounting purposes. Therefore, we record DST Interests as financing obligation liabilities and the associated property and its operations remain fully consolidated. If we exercise our option to reacquire a DST Property by settling in cash or issuing OP units in exchange for DST Interests, we extinguish the financing obligation liability and record the settlement of cash or the issuance of the OP Units as an issuance of equity.

Rental payments made to the Delaware statutory trusts pursuant to the master lease agreements are accounted for as interest expense related to the financing obligation liability. For DST Program offerings for which our option to reacquire a DST Property has not been elected, increases in the fair value of the repurchase option are recognized as interest expense ratably through the estimated period in which the repurchase option is expected to be exercised, resulting in a corresponding accretion of the financial obligation liability balance. Decreases in fair value of the repurchase option below the initial financing obligation liability balance are not recognized unless the repurchase option is exercised, at which point a gain on extinguishment of debt would be recognized for the difference between the financing obligation liability balance and value of OP Units issued. All upfront costs incurred for services provided by the Advisor and its affiliates related to the DST Program offerings for which the fair value option has not been elected are accounted for as deferred financing costs and are netted against the financing obligation liability.

For DST Program offerings commencing on or after October 1, 2023, we have elected the fair value option for the associated financing obligations and as such, they will be carried at fair value. These liabilities are valued on a recurring basis and any unrealized gains and losses will be recorded as in unrealized gain (loss) on financial obligations on our consolidated statements of operations. Costs incurred for services provided by the Advisor and its affiliates related to our DST Program offerings for which the fair value option has been elected are recognized in earnings as incurred.

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In order to facilitate additional capital raise through the DST Program, we have made and may continue to offer loans (“DST Program Loans”) to finance a portion of the sale of DST Interests in the trusts holding DST Properties to potential investors. We include our investments in DST Program Loans separately on our balance sheets in the DST Program Loans line item and we include income earned from DST Program Loans in other income and expenses on our consolidated statements of operations. For DST Program offerings commencing on or after October 1, 2023, we have elected the fair value option for the associated DST Program Loans and as such, they will be carried at fair value. These assets are valued on a recurring basis and any unrealized gains and losses will be recorded as a component of other income and expenses on our consolidated statements of operations. For all DST Program Loans related to DST Program offerings for which the fair value option has not been elected, these instruments are carried at amortized cost. Credit loss reserves associated with our DST Program Loans for which the fair value option has not been elected were immaterial as of and for the years ended December 31, 2025, 2024 and 2023.

As of December 31, 2025, there were DST Interests issued and outstanding associated with our Diversified 3, Diversified 4, Diversified 5, Diversified 6, Diversified 7, Diversified 8, Diversified 9, Signature Series and Diversified 10 offerings.

As of December 31, 2024, there were DST Interests issued and outstanding associated with our Multifamily I, Diversified 3, Diversified 4, Diversified 5, Diversified 6 and Diversified 7 offerings.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less, such as money market mutual funds or certificates of deposit. We may have bank balances in excess of federally insured amounts; however, we deposit our cash and cash equivalents with high credit-quality institutions to minimize credit risk.

Restricted Cash

Derivative Instruments

Our derivative instruments are used to manage exposure to variability in expected future interest payments and are recorded at fair value. The accounting for changes in fair value of derivative instruments depends on whether it has been designated and qualifies as a hedge and, if so, the type of hedge. The change in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) on the consolidated balance sheets and is subsequently reclassified into earnings as interest expense for the period that the hedged forecasted transaction affects earnings, which is when the interest expense is recognized on the related debt.

For derivatives that are not designated and do not qualify as hedges, we present changes in the fair value as gain (loss) on derivative instruments on the consolidated statements of operations. We do not use derivative instruments for trading or speculative purposes.

Deferred Financing Costs

Deferred financing costs include: (i) debt issuance costs incurred to obtain long-term financing and cash flow hedges; and (ii) financing costs associated with financing obligations for DST Program offerings for which we have not elected the fair value option. These costs are amortized to interest expense over the expected terms of the related credit facilities or financing obligations. Unamortized deferred financing costs are written off if debt is retired before its expected maturity date.

Accumulated amortization of debt issuance costs was approximately $11.6 million and $14.5 million as of December 31, 2025 and 2024, respectively. Our interest expense for the years ended December 31, 2025, 2024 and 2023 included $10.7 million, $6.0 million and $4.3 million, respectively, of amortization of debt issuance costs.

Accumulated amortization of financing costs associated with financing obligations was approximately $0.4 million and $0.4 million as of December 31, 2025 and 2024, respectively. Our interest expense for the years ended December 31, 2025, 2024 and 2023 included $4.3 million, $4.0 million and $3.1 million, respectively, of amortization of financing costs and expensed financing costs associated with financing obligations.

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Distribution Fees

Distribution fees are paid monthly. Distribution fees are accrued upon the issuance of Class T-R, Class S-R, Class D-R, Class S-PR and Class D-PR shares and OP Units. As of the balance sheet date, we accrue for: (i) the monthly amount payable, and (ii) the estimated amount of distribution fees that we may pay in future periods. The accrued distribution fees for common shares are reflected in additional paid-in capital in stockholders’ equity and the accrued distribution fees for OP Units are reflected in noncontrolling interests. See “Note 14” for additional information regarding when distribution fees become payable.

Noncontrolling Interests

Due to our control of the Operating Partnership through our sole general partner interest and our limited partner interest, we consolidate the Operating Partnership. The limited partner interests not owned by us are presented as noncontrolling interests in the consolidated financial statements. The noncontrolling interests are reported on the consolidated balance sheets within permanent equity, separate from stockholders’ equity.

Transactions that change our ownership interest in the Operating Partnership are accounted for as equity transactions if we retain our controlling financial interest in the Operating Partnership. Therefore, we adjust the net equity balances in the Operating Partnership to reflect the changes in ownership of the Operating Partnership between us and the other limited partners. These adjustments are based on the respective ownership at the end of each period and are reflected as a reallocation between additional paid-in capital and accumulated other comprehensive income within stockholders’ equity and noncontrolling interests within our equity section on our consolidated balance sheets and our consolidated statements of equity.

For consolidated joint venture partnerships, the non-controlling partner’s share of the assets, liabilities and operations of the joint venture is included in noncontrolling interests as equity. The noncontrolling partner’s interest is generally computed as the joint venture partner’s ownership percentage.

Redeemable Noncontrolling Interests

The Operating Partnership issued units in the Operating Partnership (“OP Units”) to the Advisor and Black Creek Diversified Property Advisors Group LLC (the “Former Advisor”) as payment for the performance participation allocation (also referred to as the performance component of the advisory fee) pursuant to the terms of the then-effective advisory agreement, by and among us, the Operating Partnership and the then-current advisor to the Company. The Advisor and Former Sponsor subsequently transferred these OP Units to its members or their affiliates or redeemed for cash. We have classified these OP Units as redeemable equity in mezzanine equity on the consolidated balance sheets due to the fact that, as provided in the agreement of limited partnership of the Operating Partnership (the “Partnership Agreement”), the limited partners who hold these OP Units generally have the ability to request transfer or redeem their OP Units at any time irrespective of the period that they have held such OP Units, and the Operating Partnership is required to satisfy such redemption for cash unless such cash redemption would be prohibited by applicable law or the Partnership Agreement, in which case such OP Units will be redeemed for shares of our common stock of the class corresponding to the class of such OP Units. The redeemable noncontrolling interests are recorded at the greater of the carrying amount, adjusted for the share of the allocation of income or loss and dividends, or the redemption value, which is equivalent to fair value, of such OP Units at the end of each measurement period. See “Note 12” for additional information regarding redeemable noncontrolling interests.

Redeemable Common Stock

We issued Class B shares of common stock to Ares Apogee Finance HoldCo L.P. (“Apogee SPV”), an affiliate of our Advisor, through a private placement. We have classified these shares as redeemable equity in mezzanine equity on the consolidated balance sheets due to the fact that the holder of these Class B shares has the ability to, after a three-year lock up period from the issuance date, redeem up to $5.0 million of shares per quarter, with such redemptions not subject to, nor eligible for redemption under, the terms of our share redemption program. The holder of these Class B shares also has the ability, from time to time, to require us to exchange these Class B shares for Class I-PR shares of our common stock on a one-for-one basis and up to an amount that, after giving effect to such exchange, would cause the holder to beneficially own no more than 4.90% of the number of shares of our common stock with voting rights. These redeemable common shares are recorded at the greater of the carrying amount, adjusted for the share of the allocation of income or loss and dividends, or the redemption value, which is equivalent to fair value, of such common shares at the end of each measurement period. See “Note 11” for additional information regarding redeemable common stock.

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Revenue Recognition

When a lease is entered into, we first determine if the collectability from the customer is probable. If the collectability is not probable, we recognize revenue when the payment has been received. If the collectability is determined to be probable, we record rental revenue on a straight-line basis over the lease term. Revenues associated with operating expense recoveries are recognized in the period in which the expenses are incurred based upon the tenant lease provisions, in accordance with FASB ASC Topic 842, Leases. Certain properties have leases that offer the customer a period of time where no rent is due or where rent payments change during the term of the lease. Accordingly, we record receivables from customers for rent that we expect to collect over the remaining lease term rather than currently, which are recorded as a straight-line rent receivable. We analyze accounts receivable by considering customer creditworthiness and current economic trends on customers’ businesses, and customers’ ability to make payments on time and in full when evaluating the adequacy of the allowance for doubtful accounts receivable. We evaluate collectability from our customers on an ongoing basis. If the assessment of collectability changes during the lease term, any difference between the revenue that would have been recognized under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to rental revenues. When we acquire a property, the term of each existing lease is considered to commence as of the acquisition date for purposes of this calculation. As of December 31, 2025 and 2024, our allowance for doubtful accounts was approximately $1.1 million and $1.0 million, respectively. These amounts are included in our other assets on the consolidated balance sheets.

In connection with property acquisitions, we may acquire leases with rental rates above or below estimated market rental rates. Above-market lease assets are amortized as a reduction to rental revenue over the remaining lease term, and below-market lease liabilities are amortized as an increase to rental revenue over the remaining lease term, plus any applicable fixed-rate renewal option periods.

We expense any unamortized intangible lease asset or record an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability by reassessing the estimated remaining useful life of such intangible lease asset or liability when it becomes probable a customer will terminate a lease before the stated lease expiration date.

Upon disposition of a real estate asset, we will evaluate the transaction to determine if control of the asset, as well as other specified criteria, has been transferred to the buyer to determine proper timing of recognizing gains or losses.

Debt-related income is accrued based on the outstanding principal amount and the contractual terms of each debt-related investment or debt security. For debt-related investments carried at cost, the origination fees, contractual exit fees and direct loan origination costs are also recognized in interest income over the initial loan term as a yield adjustment using the effective interest method. For debt-related investments carried at fair value, upfront fees and origination costs are recognized in earnings as incurred. For debt-related investments deemed to be held for sale, upfront fees and origination costs are deferred and any portion retained will be recognized into interest income at the time of sale. For available-for-sale debt securities, premiums or discounts are amortized or accreted into interest income as a yield adjustment using the effective interest method.

Income Taxes

We elected under the Internal Revenue Code of 1986, as amended, to be taxed as a REIT beginning with the tax year ended December 31, 2006. As a REIT, we generally are not subject to U.S. federal income taxes on net income we distribute to our stockholders. We intend to make timely distributions sufficient to satisfy the annual distribution requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate tax rates. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property and federal income and excise taxes on our undistributed income or from the operations of our taxable REIT subsidiaries.

Net Income (Loss) Per Share

Basic net income (loss) per common share is determined by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share includes the effects of potentially issuable common stock, but only if dilutive, including the presumed exchange of OP Units. See “Note 15” for additional information regarding net income (loss) per share.

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Foreign Currency

The U.S. dollar is the functional and reporting currency of the Company. All foreign currency asset and liability amounts are monetary assets and liabilities and therefore are remeasured into U.S. dollars based on the spot rate at the end of each period.

We have executed borrowings in the same foreign currency as our foreign investments to protect against the foreign currency exchange rate risk inherent in transactions denominated in foreign currencies. As our foreign currency asset and liability amounts are associated with foreign currency denominated investments in unconsolidated joint venture partnerships, we have included all foreign currency unrealized gains and losses within income from investments in unconsolidated joint venture partnerships on the consolidated statements of operations.

Fair Value Measurements

Fair value measurements are determined based on assumptions that market participants would use in pricing of assets or estimating liabilities. Fair value measurements are categorized into one of three levels of the fair value hierarchy based on the lowest level of significant input used. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. These estimates may differ from the actual amounts that we could realize upon settlement.

The fair value hierarchy is as follows:

Level 1—Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2—Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including:

•Quoted prices for similar assets/liabilities in active markets;

•Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time);

•Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default rates); and

•Inputs that are derived principally from or corroborated by other observable market data.

Level 3—Unobservable inputs that cannot be corroborated by observable market data.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents. At times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation insurance limits. We believe this risk is mitigated by investing our cash with high-credit quality financial institutions.

As our revenues predominately consist of rental payments, we are dependent on our customers for our source of revenues. Concentration of credit risk arises when our source of revenue is highly concentrated from certain of our customers. As of December 31, 2025, no customers represented more than 10.0% of our total annualized base rent of our properties.

Recently Adopted Accounting Standards

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes, which provides improvements to income tax disclosures by enhancing the transparency around rate reconciliation and income taxes paid by jurisdiction. We adopted this standard as of the annual reporting period beginning January 1, 2025 and applied the new guidance prospectively. Adoption of this standard has not had a material impact on our consolidated financial statements. Refer to “Note 9” for our relevant income tax disclosures.

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Recently Issued Accounting Standards

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which is intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion) included in expense captions on the statements of operations. ASU No. 2024-03 is effective on a prospective basis, with the option for retrospective application, for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently assessing this guidance and determining the impact on our consolidated financial statements.

In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. This guidance amends existing guidance to simplify the application of hedge accounting, enhance alignment between risk management activities and financial reporting and provide additional flexibility in the designation and measurement of certain hedging relationships. It is effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods, with early adoption permitted. We are currently assessing this guidance and determining the impact on our consolidated financial statements.

3. INVESTMENTS IN REAL ESTATE PROPERTIES

The following table summarizes our consolidated investments in real estate properties:

	As of December 31,
(in thousands)	2025		2024 (1)
Land	$	1,066,129	$	860,990
Buildings and improvements	5,417,468		4,276,419
Intangible lease assets	714,901		412,401
Right of use asset	13,637		13,637
Investment in real estate properties	7,212,135		5,563,447
Accumulated depreciation and amortization	(1,001,869)		(832,044)
Net investment in real estate properties	$	6,210,266	$	4,731,403

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(1)Includes three properties with an aggregate accounting basis of $16.0 million that met the criteria of held for sale as of December 31, 2024.

Acquisitions

During the years ended December 31, 2025 and 2024, we acquired 100% of the following properties through asset acquisitions:

(in thousands)	Property Type	Acquisition Date	Total Purchase Price (1)
2025 Acquisitions:
Richmond Airport Logistics Center IV	Industrial	2/19/2025	$	2,307
Argyle Forest Self Storage	Self-Storage	3/24/2025	11,900
Norfolk Self Storage	Self-Storage	3/28/2025	16,685
Foster Commerce Center I	Industrial	4/30/2025	18,465
Foster Commerce Center II	Industrial	4/30/2025	30,850
Zaterra	Residential	5/14/2025	137,715
Chantilly Industrial Center	Industrial	5/14/2025	14,598
Research Drive Logistics Center	Industrial	5/27/2025	28,220
Constitution Drive Logistics Center	Industrial	5/27/2025	21,993
Eden at Lakeview	Residential	7/30/2025	112,291
Junction Drive Distribution Center	Industrial	8/15/2025	13,792
Jessup Industrial Center	Industrial	8/15/2025	19,040

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(in thousands)	Property Type	Acquisition Date	Total Purchase Price (1)
Arlington Distribution Center	Industrial	8/20/2025	21,957
Fort Worth Industrial Center	Industrial	8/20/2025	40,010
Northlake Logistics Center	Industrial	8/20/2025	46,092
Fort Worth Distribution Center	Industrial	8/20/2025	69,301
Elkton Commerce Center	Industrial	9/8/2025	80,202
Orchard Gateway Logistics Center	Industrial	9/12/2025	76,639
Woodinville Distribution Center A	Industrial	10/7/2025	74,662
Woodinville Distribution Center B	Industrial	10/7/2025	37,692
North Laredo Industrial Park	Industrial	11/25/2025	65,429
Nova I	Data Center	12/15/2025	237,602
Nova II	Data Center	12/15/2025	320,385
206 Grove Street	Industrial	12/29/2025	32,533
Total 2025 acquisitions			$	1,530,360
2024 Acquisitions:
Metro North Industrial Center	Industrial	5/8/2024	$	54,485
CERU Boca Raton	Residential	5/15/2024	139,718
Sugar Land Commerce Center	Industrial	6/28/2024	35,903
Metro Storage Sharon Hill	Self-Storage	7/31/2024	16,761
Metro Storage Newtown Square	Self-Storage	7/31/2024	24,724
Metro Storage Trevose	Self-Storage	7/31/2024	21,151
Metro Storage Sarasota	Self-Storage	7/31/2024	15,532
Metro Storage Fort Myers	Self-Storage	7/31/2024	12,766
Metro Storage Pinellas Park	Self-Storage	7/31/2024	6,765
Pima Street Logistics Center	Industrial	10/1/2024	18,044
Mercury NoDa	Residential	11/13/2024	72,614
The Artizia at Loso	Residential	11/19/2024	95,731
Everlight	Residential	12/4/2024	123,370
Southpark Logistics Center I	Industrial	12/20/2024	28,139
Southpark Logistics Center II	Industrial	12/20/2024	28,744
Southpark Logistics Center III	Industrial	12/20/2024	16,034
Grove City Logistics Center	Industrial	12/20/2024	20,405
Whitestown Distribution Center I	Industrial	12/20/2024	12,384
Whitestown Distribution Center II	Industrial	12/20/2024	22,808
Whitestown Distribution Center III	Industrial	12/20/2024	8,023
Greensfield Distribution Center	Industrial	12/20/2024	7,773
Fairfield Commerce Center	Industrial	12/20/2024	15,074
Ohio Logistics Center	Industrial	12/20/2024	7,542
Richmond Airport Logistics Center I	Industrial	12/20/2024	25,671
Richmond Airport Logistics Center II	Industrial	12/20/2024	25,093
Richmond Airport Logistics Center III	Industrial	12/20/2024	16,587
Total 2024 acquisitions			$	871,841

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(1)Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2025 and 2024 acquisitions.

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During the years ended December 31, 2025 and 2024, we allocated the purchase price of our acquisitions to land, building and improvements and intangible lease assets and liabilities as follows:

	For the Year Ended December 31,
(in thousands)	2025		2024
Land	$	216,278	$	109,264
Building and improvements	1,148,620		736,575
Intangible lease assets	308,467		38,581
Above-market lease assets	5,693		1,777
Below-market lease liabilities	(148,698)		(14,356)
Total purchase price (1)	$	1,530,360	$	871,841

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(1)Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2025 and 2024 acquisitions.

The weighted-average amortization period for the intangible lease assets and liabilities acquired in connection with our acquisitions during the years ended December 31, 2025 and 2024, as of the respective date of each acquisition, were 13.1 years and 4.8 years, respectively.

Consolidation of Joint Venture Partnership

In December 2024, we consolidated an entity that was previously accounted for as an investment in unconsolidated joint venture partnership as on the third anniversary of the joint venture formation we obtained the equivalent to kick-out rights that provided us a controlling financial interest without any additional investment. Because the entity does not meet the definition of a business, we consolidated the entity based on a cost accumulation model with the noncontrolling interest recognized at carryover basis equal to 15.0% of the entity’s net assets. No gain or loss was recognized upon consolidation. We have an 85.0% ownership in the entity, which owns one residential property. Prior to consolidation, the carrying value of the investment in the joint venture partnership was $22.9 million. The assets, liabilities and noncontrolling interests assumed upon consolidation were as follows:

(in thousands)	Carrying Value<br>Upon Consolidation
Net investment in real estate properties	$	75,506
Cash and cash equivalents	2,322
Restricted cash	327
Other assets	1,052
Accounts payable and accrued expenses	(550)
Debt, net	(51,471)
Other liabilities	(297)
Noncontrolling interests	(4,033)

Dispositions

During the year ended December 31, 2025, we sold four industrial properties and one office property for net proceeds of approximately $110.9 million and recorded a net gain on sale of $57.2 million.

During the year ended December 31, 2024, we sold one industrial property, one parcel of land and two partial retail properties for net proceeds of approximately $31.2 million and recorded a net gain on sale of $12.9 million.

During the year ended December 31, 2023, we sold one partial retail property for net proceeds of approximately $53.7 million and recorded a net gain on sale of $36.9 million.

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Intangible Lease Assets and Liabilities

Intangible lease assets and liabilities as of December 31, 2025 and 2024 included the following:

	As of December 31, 2025						As of December 31, 2024
(in thousands)	Gross		Accumulated<br>Amortization		Net		Gross		Accumulated<br>Amortization		Net
Intangible lease assets (1)	$	683,988	$	(305,427)	$	378,561	$	387,069	$	(276,382)	$	110,687
Above-market lease assets (1)	30,913		(22,604)		8,309		25,332		(21,168)		4,164
Below-market lease liabilities	(233,283)		46,232		(187,051)		(84,910)		38,812		(46,098)

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(1)Included in net investment in real estate properties on the consolidated balance sheets.

The following table details the estimated net amortization of such intangible lease assets and liabilities as of December 31, 2025 for the next five years and thereafter:

	Estimated Net Amortization
(in thousands)	Intangible Lease Assets		Above-Market Lease Assets		Below-Market Lease Liabilities
Year 1	$	50,633	$	1,854	$	(17,629)
Year 2	45,161		1,709		(16,651)
Year 3	37,631		1,424		(15,576)
Year 4	32,507		986		(14,776)
Year 5	28,845		641		(13,715)
Thereafter	183,784		1,695		(108,704)
Total	$	378,561	$	8,309	$	(187,051)

Rental Revenue Adjustments and Depreciation and Amortization Expense

The following table summarizes straight-line rent adjustments, amortization recognized as an increase (decrease) to rental revenues from above- and below-market lease assets and liabilities and real estate-related depreciation and amortization expense:

	For the Year Ended December 31,
(in thousands)	2025		2024		2023
Increase (decrease) to rental revenue:
Straight-line rent adjustments	$	5,486	$	6,823	$	3,384
Above-market lease amortization	(1,548)		(1,014)		(818)
Below-market lease amortization	7,721		4,903		4,393
Real estate-related depreciation and amortization:
Depreciation expense	$	160,340	$	128,163	$	126,102
Intangible lease asset amortization	36,468		24,614		23,883

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Future Minimum Rentals

Future minimum base rental payments, which equal the cash basis of monthly contractual rent, owed to us from our commercial customers under the terms of non-cancelable operating leases in effect as of December 31, 2025 were as follows for the next five years and thereafter:

(in thousands)	As of December 31, <br>2025
Year 1	$	238,847
Year 2	228,108
Year 3	202,705
Year 4	173,742
Year 5	143,028
Thereafter	639,358
Total	$	1,625,788

The amounts above do not reflect future rental revenue from the renewal or replacement of existing leases and exclude reimbursements of operating expenses along with rental increases that are not fixed. Leases for our residential and self-storage customers are generally 12 months or less and are therefore excluded from the table above.

4. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURE PARTNERSHIPS

We hold investments in unconsolidated joint venture partnerships that are accounted for under the equity method of accounting or the fair value option. We made our first investment in unconsolidated joint venture partnerships for which we elected the fair value option during the first quarter of 2024. We account for these investments at fair value with the associated unrealized gains and losses recorded as a component of income from unconsolidated joint venture partnerships on our consolidated statements of operations.

The following table summarizes our investments in unconsolidated joint venture partnerships as of December 31, 2025 and 2024:

	Number of Joint Venture<br>Partnerships as of		Ownership Percentage as of				Investments in Unconsolidated<br>Joint Venture Partnerships as of
($ in thousands)	December 31,<br>2025	December 31,<br>2024	December 31,<br>2025		December 31,<br>2024		December 31,<br>2025		December 31,<br>2024
Investments in unconsolidated joint venture partnerships, carried at cost:
Credit Lease joint venture partnerships	3	3	50.0	%	50.0	%	$	97,311	$	101,569
Data Center joint venture partnerships	2	2	10.0 - 11.3%		10.0 - 10.2%		76,840		42,663
Real Estate Debt joint venture partnerships (1)	2	2	19.9 - 20.0%		19.9 - 20.0%		187,143		29,678
Total investments in unconsolidated joint venture partnerships, carried at cost							361,294		173,910
Investments in unconsolidated joint venture partnerships, carried at fair value:
Industrial joint venture partnerships (1)	2	1	11.9 - 27.4%		27.4	%	77,703		38,386
Total investments in unconsolidated joint venture partnerships, carried at fair value							77,703		38,386
Total							$	438,997	$	212,296

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(1)Includes joint venture partnerships that invest in assets and properties in Europe.

As of December 31, 2025, we had unfunded commitments of $396.5 million, in aggregate, related to our investments in unconsolidated joint venture partnerships.

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The following table summarizes income (loss) in unconsolidated joint venture partnerships for the years ended December 31, 2025, 2024 and 2023:

	For the Year Ended December 31,
(in thousands)	2025		2024		2023
Income (loss) from unconsolidated joint venture partnerships, carried at cost:
Equity in income (loss) from unconsolidated joint venture partnerships	$	46,287	$	9,621	$	(3,578)
Total income (loss) from unconsolidated joint venture partnerships, carried at cost	46,287		9,621		(3,578)
Income (loss) from unconsolidated joint venture partnerships, carried at fair value:
Gain on investment	2,097		5,220		—
Foreign currency gain (loss) on investment	3,151		(658)		—
Total income from unconsolidated joint venture partnerships, carried at fair value	5,248		4,562		—
Other foreign currency gain (loss):
Foreign currency (loss) gain on debt held in foreign currencies	(3,104)		327		—
Foreign currency gain on remeasurement of cash and cash equivalents	137		21		—
Total other foreign currency (loss) gain	(2,967)		348		—
Total	$	48,568	$	14,531	$	(3,578)

The following is a summary of certain balance sheet and operating data of our unconsolidated joint venture partnerships:

	As of December 31,
(in thousands)	2025		2024
Investments	$	7,839,166	$	2,416,243
Total assets	7,981,620		2,488,346
Total liabilities	(5,669,738)		(1,559,796)
Total equity	2,311,882		928,550				For the Year Ended December 31,
---	---	---	---	---	---	---
(in thousands)	2025		2024		2023
Revenues	$	352,418	$	126,283	$	34,233
Expenses	(31,456)		(20,291)		(19,060)
Other income (expenses)	29,634		(9,200)		(11,850)
Net income	350,596		96,792		3,323

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5. INVESTMENTS IN REAL ESTATE DEBT AND SECURITIES

Debt-Related Investments

The following table summarizes our debt-related investments, as of December 31, 2025 and 2024:

($ in thousands)	Carrying Amount (1)		Outstanding Principal (1)		Weighted-Average<br>Interest Rate		Weighted-Average<br>Remaining Life (Years)
As of December 31, 2025
Senior loans, carried at cost (2)	$	44,420	$	44,420	N/A		N/A
Senior loans, carried at fair value	129,281		129,281		7.8	%	1.5
Mezzanine loans, carried at fair value	8,576		8,752		5.2		4.6
Total debt-related investments	$	182,277	$	182,453	7.7	%	1.7
As of December 31, 2024
Senior loans, carried at cost (2)	$	187,857	$	188,759	8.6	%	0.8
Senior loans, carried at fair value	28,844		28,844		7.8		2.3
Total debt-related investments	$	216,701	$	217,603	8.5	%	1.0

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(1)The difference between the carrying amount and the outstanding principal amount of our debt-related investments carried at cost consists of unamortized purchase discount, deferred financing costs, loan origination costs, and any recorded credit loss reserves, if applicable. For our debt-related investments carried at fair value, the difference between the carrying amount and the outstanding principal amount is cumulative unrealized gains or losses.

(2)As of December 31, 2025 and 2024, we had one senior loan that was in default and on non-accrual status with a carrying value of $44.4 million and $46.6 million, respectively. During the year ended December 31, 2025, we received $2.1 million in cash, which was applied to the principal balance. During the year ended December 31, 2025, we did not recognize any debt-related income. During the year ended December 31, 2024, we recognized $4.6 million in debt-related income, of which $1.8 million was received in cash and $2.8 million was capitalized to the principal balance. Weighted-average interest rate and weighted-average remaining life exclude this senior loan from its calculations as of December 31, 2025 and 2024.

During the years ended December 31, 2025 and 2024, we received $148.6 million and $106.8 million of principal repayments on debt-related investments, respectively.

As of December 31, 2025, we had three debt-related investments for which we have elected the fair value option and which are carried at fair value. The aggregate outstanding principal was $138.0 million and the aggregate carrying amount was $137.9 million, with a total current commitment of $171.4 million as of December 31, 2025. During the year ended December 31, 2025, we recognized $0.2 million in unrealized losses on these investments, which is included in gain (loss) on financial assets in our consolidated statements of operations. As of December 31, 2024, we had one debt-related investment for which we have elected the fair value option and which is carried at fair value. The carrying amount and the outstanding principal amount was $28.8 million, with a total current commitment of $29.4 million as of December 31, 2024. During the year ended December 31, 2024, we did not recognize any gains or losses on this investment.

Current Expected Credit Losses

As of December 31, 2025, there was no reserve for current expected credit losses (“CECL Reserve”) for our debt-related investment portfolio. As of December 31, 2024, our CECL Reserve for our debt-related investment carried at cost portfolio was $0.5 million or 0.2% of our debt-related investment carried at cost total current commitment balance of $227.2 million, which was comprised of $188.8 million of funded commitments and $38.4 million of unfunded commitments with associated CECL Reserves of $0.4 million and $0.1 million, respectively. Our loan on non-accrual status is a loan in which repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty, therefore we have adopted the practical expedient to measure the allowance for credit loss based on the fair value of collateral resulting in no allowance for this loan as of December 31, 2025 and 2024.

During the years ended December 31, 2025 and 2024, we recognized a decrease in provision for current expected credit losses of $0.5 million and $1.5 million, respectively.

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There have been no write-offs or recoveries related to any of our existing debt-related investments.

The following table summarizes activity related to our CECL Reserve on funded commitments for the years ended December 31, 2025 and 2024:

	For the Year Ended December 31,
(in thousands)	2025		2024
Balance at beginning of the year	$	341	$	1,327
Provision for current expected credit losses	(341)		(986)
Write-offs	—		—
Recoveries	—		—
Ending balance (1)	$	—	$	341

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(1)The CECL Reserve related to funded commitments is included in investments in real estate debt and securities on the consolidated balance sheets.

The following table summarizes activity related to our CECL Reserve on unfunded commitments for the years ended December 31, 2025 and 2024:

	For the Year Ended December 31,
(in thousands)	2025		2024
Balance at beginning of the year	$	123	$	670
Provision for current expected credit losses	(123)		(547)
Write-offs	—		—
Recoveries	—		—
Ending balance (1)	$	—	$	123

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(1)The CECL Reserve related to unfunded commitments is included in other liabilities on the consolidated balance sheets.

Debt-Related Investments, Held For Sale

As of December 31, 2025, we had no debt-related investments classified as held for sale. As of December 31, 2024, we had one debt-related investment classified as held for sale. The carrying amount was $193.9 million and the outstanding principal amount was $196.0 million, with an interest rate of 7.0% and maturity date of January 2027 as of December 31, 2024.

Available-for-Sale Debt Securities

As of December 31, 2025, we had one preferred equity investment and one commercial mortgage backed-security (“CMBS”) designated as available-for-sale debt securities. As of December 31, 2024, we had one preferred equity investment and one commercial real estate collateralized loan obligation (“CRE CLO” or multiple “CRE CLOs”) and one CMBS designated as available-for-sale debt securities. As of December 31, 2025 and 2024, the weighted-average remaining term of our CRE CLOs and CMBS, which is based on the estimated fully extended maturity dates of the underlying loans of the debt security, was 3.1 years and 2.5 years, respectively, and the remaining term of our preferred equity investment was 2.0 years and 2.1 years, respectively. We had no unfunded commitments related to our preferred equity investment as of December 31, 2025 or 2024. There were no credit losses associated with our available-for-sale debt securities as of December 31, 2025 or 2024.

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The following table summarizes our investments in available-for-sale debt securities as of December 31, 2025 and 2024:

(in thousands)	Face Amount		Amortized Cost		Unamortized Discount		Unamortized Fees (1)		Unrealized Gain, Net (2)		Fair Value
As of December 31, 2025
CMBS	$	2,784	$	2,779	$	5	$	—	$	3	$	2,782
Preferred equity	118,173		118,173		—		—		—		118,173
Total debt securities	$	120,957	$	120,952	$	5	$	—	$	3	$	120,955
As of December 31, 2024
CRE CLOs & CMBS	$	13,325	$	13,258	$	67	$	—	$	112	$	13,370
Preferred equity	123,767		123,187		—		580		—		123,187
Total debt securities	$	137,092	$	136,445	$	67	$	580	$	112	$	136,557

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(1)Includes unamortized loan origination fees received on debt securities.

(2)Represents cumulative unrealized gain beginning from acquisition date.

Equity Securities

As of December 31, 2025, we had one investment in a joint venture partnership which we have classified as an equity security. The fair value as of December 31, 2025 was $0.6 million, and we recorded an unrealized gain on equity security of $0.6 million during the year ended December 31, 2025, which is included in gain (loss) on financial assets in our consolidated statements of operations. As of December 31, 2025, we had $12.1 million of unfunded commitments. We did not hold any equity securities as of December 31, 2024.

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6. DEBT AND SECURED FINANCINGS

Our consolidated indebtedness is currently comprised of borrowings under our line of credit, term loans and mortgage notes. Borrowings under our non-recourse mortgage notes are secured by mortgages or deeds of trust and related assignments and security interests in collateralized and certain cross-collateralized properties, which are generally owned by single purpose entities. The assets and credit of each of our consolidated properties pledged as collateral for our mortgage notes are not available to satisfy our debt and obligations, unless we first satisfy the mortgages note payable on the respective underlying properties. A summary of our debt is as follows:

	Weighted-Average<br>Effective Interest Rate as of					Balance as of
($ in thousands)	December 31,<br>2025		December 31,<br>2024		Current Maturity Date	December 31,<br>2025		December 31,<br>2024
Line of credit (1)	5.14	%	5.82	%	June 2029	$	744,349	$	548,228
Term loans (2)	4.28		3.95		June 2029	1,000,000		800,000
Fixed-rate mortgage notes	4.52		4.52		January 2027 - May 2031	644,717		654,795
Floating-rate mortgage notes (3)	5.79		6.05		October 2026 - January 2029	611,551		714,151
Total principal amount / weighted-average (4)	4.85	%	5.01	%		$	3,000,617	$	2,717,174
Less: unamortized debt issuance costs						$	(33,890)	$	(23,034)
Add: unamortized mark-to-market adjustment on assumed debt						5,115		6,328
Total debt, net						$	2,971,842	$	2,700,468
Gross book value of properties encumbered by debt						$	2,319,914	$	2,309,100

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(1)The effective interest rate for our borrowings in U.S. dollars, which was $665.0 million as of December 31, 2025, is calculated based on the term Secured Overnight Financing Rate (“Term SOFR”) plus a 10.0 basis point adjustment (“Adjusted Term SOFR”), plus a margin ranging from 1.25% to 2.00% depending on our consolidated leverage ratio. The effective interest rate for our borrowings in pound sterling, which was $40.5 million as of December 31, 2025 when converted to U.S. dollars, is calculated based on the Sterling Overnight Index Average Reference Rate (“SONIA”) plus a 3.26 basis point adjustment, plus a margin ranging from 1.25% to 2.00% depending on our consolidated leverage ratio. The effective interest rate for our borrowings in euro, which was $38.8 million as of December 31, 2025 when converted to U.S. dollars, is calculated based on the Euro Interbank Offered Rate (“EURIBOR”) plus a margin ranging from 1.25% to 2.00% depending on our consolidated leverage ratio. As of December 31, 2025, the unused and available portions under the line of credit were approximately $255.7 million and $255.5 million, respectively. The weighted-average interest rate is the all-in interest rate, including the effects of interest rate cap agreements. The line of credit is available for general business purposes including, but not limited to, refinancing of existing indebtedness and financing the acquisition of permitted investments, including commercial properties and investments in unconsolidated joint venture partnerships.

(2)The effective interest rate is calculated based on Adjusted Term SOFR, plus a margin ranging from 1.20% to 1.90% depending on our consolidated leverage ratio. Total commitments for one term loan is $700.0 million, and the total commitment for the second term loan is $300.0 million. The weighted-average interest rate is the all-in interest rate, including the effects of interest rate swap agreements relating to $450.0 million in borrowings under the first term loan and $225.0 million in borrowings under the second term loan, as well as interest rate cap agreements relating to $250.0 million in borrowings under the first term loan.

(3)The effective interest rate is calculated based on Term SOFR plus a margin. As of December 31, 2025, our floating-rate mortgage notes were subject to interest rate spreads ranging from 1.65% to 2.25%. The weighted-average interest rate is the all-in interest rate, including the effects of interest rate cap agreements which capped the effective interest rates of our three floating-rate mortgage notes ranging from 4.45% to 5.94% as of December 31, 2025.

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(4)The weighted-average remaining term of our consolidated borrowings was 2.9 years as of December 31, 2025, excluding the impact of certain extension options.

In June 2025, we amended and restated our unsecured credit facility, by entering into a $1.0 billion revolving credit facility, a $700.0 million term loan and a second $300.0 million term loan. In connection with the amendment and restatement, we recognized $0.8 million as a loss on extinguishment of debt. The consolidated statement of cash flows also reflects $138.0 million of proceeds from and $238.0 million repayments of the term loans and $126.7 million of proceeds from and $26.7 million of repayments of the line of credit, as we evaluated the cash flow impact of commitment changes from lenders.

For the years ended December 31, 2025, 2024 and 2023, the amount of interest incurred related to our consolidated indebtedness, excluding amortization of debt issuance costs, was $142.1 million, $116.9 million and $85.9 million, respectively. For the years ended December 31, 2025, 2024 and 2023, the amount of interest incurred related to our consolidated indebtedness includes $9.7 million, $14.1 million, and $5.7 million respectively, related to the amortization of our interest rate cap premiums. See “Note 7” for the amount of interest incurred related to the DST Program (as defined below).

As of December 31, 2025, the principal payments due on our consolidated debt during each of the next five years and thereafter were as follows:

(in thousands)	Line of Credit (1)		Term Loans (2)		Mortgage Notes (3)		Total
2026	$	—	$	—	$	479,441	$	479,441
2027	—		—		228,215		228,215
2028	—		—		83,769		83,769
2029	744,349		1,000,000		355,385		2,099,734
2030	—		—		2,331		2,331
Thereafter	—		—		107,127		107,127
Total principal payments	$	744,349	$	1,000,000	$	1,256,268	$	3,000,617

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(1)The term of the line of credit may be extended pursuant to a one-year extension option, subject to certain conditions.

(2)Both term loans may each be extended pursuant to a one-year extension option, subject to certain conditions.

(3)A $475.0 million mortgage note matures in October 2026 and may be extended pursuant to three one-year extension options, subject to certain conditions. A $115.0 million mortgage note matures in January 2027 and may be extended pursuant to two one-year extension options, subject to certain conditions. An $85.0 million mortgage note matures in January 2029 and may be extended pursuant to two one-year extension options, subject to certain conditions.

Debt Covenants

Our line of credit, term loans and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, the line of credit and term loan agreements contain certain corporate-level financial covenants, including leverage ratio, fixed charge coverage ratio and tangible net worth thresholds. We were in compliance with our debt covenants as of December 31, 2025.

Master Repurchase Agreement

On July 10, 2025, we entered into a master repurchase agreement (the “Goldman Sachs MRA”) with Goldman Sachs Bank USA (“Goldman Sachs”), which allows us to borrow up to $500.0 million. Under the Goldman Sachs MRA, we are permitted to sell, and later repurchase, certain qualifying mortgage loans, senior notes, mezzanine loans and pari-passu participations in commercial mortgage loans and mezzanine loans approved by Goldman Sachs in its sole discretion. Borrowings under the Goldman Sachs MRA are recorded as secured financings on investments in debt-related investments on the consolidated balance sheets. The termination date of the Goldman Sachs MRA is July 10, 2026, which may be extended pursuant to a one-year extension option, subject to certain conditions. The interest rate on the Goldman Sachs MRA borrowings is determined based on prevailing rates corresponding to the terms of the borrowings.

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As of December 31, 2025, we had no borrowings outstanding pursuant to the Goldman Sachs MRA. For the year ended December 31, 2025, the amount of interest incurred related to our secured financings under the Goldman Sachs MRA was $2.6 million. These amounts are recorded as a component of interest expense on the consolidated statements of operations.

Derivative Instruments

To manage interest rate risk for certain of our variable-rate debt, we use interest rate derivative instruments as part of our risk management strategy. These derivatives are designed to mitigate the risk of future interest rate increases by either providing a fixed interest rate or capping the variable interest rate for a limited, pre-determined period of time. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the interest rate swap agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable amounts from a counterparty at the end of each period in which the interest rate exceeds the agreed fixed price.

For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss is recorded as a component of accumulated other comprehensive income (loss) (“AOCI”) on the consolidated balance sheets and is reclassified into earnings as interest expense for the same period that the hedged transaction affects earnings, which is when the interest expense is recognized on the related debt. During the next 12 months, we estimate that $0.5 million will be reclassified as an increase to interest expense related to active effective hedges of existing floating-rate debt. For derivatives that are not designated and do not qualify as hedges, changes in fair value are recognized through income. As a result, in periods with high interest rate volatility, we may experience significant fluctuations in our net income (loss).

The following table summarizes the location and fair value of our consolidated derivative instruments on our consolidated balance sheets:

	Current Notional<br>Amount			Fair Value
( in thousands)			Other Assets			Other Liabilities
As of December 31, 2025
Interest rate swaps designated as cash flow hedges	$	675,000		$	2,278		$	1,125
Interest rate caps designated as cash flow hedges	778,700			3,275			—
Interest rate caps not designated as cash flow hedges	85,000			103			—
Total derivative instruments	$	1,538,700		$	5,656		$	1,125
As of December 31, 2024
Interest rate swaps designated as cash flow hedges	$	475,000		$	6,866		$	—
Interest rate caps designated as cash flow hedges	912,600			13,824			—
Interest rate caps not designated as cash flow hedges	53,700			3			—
Total derivative instruments	$	1,441,300		$	20,693		$	—

All values are in US Dollars.

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The following table presents the effect of our consolidated derivative instruments on our consolidated financial statements:

	For the Year Ended December 31,
(in thousands)	2025		2024		2023
Derivative instruments designated as cash flow hedges:
(Loss) gain recognized in AOCI	$	(1,179)	$	14,800	$	6,259
Amount reclassified from AOCI as a decrease in interest expense	(5,787)		(16,650)		(17,848)
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	251,369		188,318		148,517
Derivative instruments not designated as cash flow hedges:
Unrealized (loss) gain on derivative instruments recognized in other income (expenses) (1)	$	(7)	$	264	$	(4,169)
Realized gain on derivative instruments recognized in other income (expenses) (2)	—		138		4,295

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(1)Unrealized loss on changes in fair value of derivative instruments relates to mark-to-market changes on our derivatives not designated as cash flow hedges.

(2)Realized gain on derivative instruments relates to interim settlements for our derivatives not designated as cash flow hedges.

7. DST PROGRAM

The following table summarizes our DST Program Loans as of December 31, 2025 and 2024:

($ in thousands)	Outstanding Principal		Unrealized Loss, Net (1)		Book Value		Weighted-Average<br>Interest Rate		Weighted-Average<br>Remaining Life (Years)
As of December 31, 2025
DST Program Loans, carried at cost	$	20,637	N/A		$	20,637	6.1	%	7.8
DST Program Loans, carried at fair value	170,865		—		170,865		6.6		9.2
Total	$	191,502	$	—	$	191,502	6.6	%	9.1
As of December 31, 2024
DST Program Loans, carried at cost	$	49,785	N/A		$	49,785	6.0	%	8.5
DST Program Loans, carried at fair value	71,085		(17)		71,068		7.0		9.6
Total	$	120,870	$	(17)	$	120,853	6.6	%	9.1

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(1)Represents cumulative unrealized gain or loss on DST Program Loans carried at fair value.

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The following table summarizes our financing obligations, net as of December 31, 2025 and 2024:

(in thousands)	DST Interests<br>Sold, Net (1)		Unamortized<br>Program Costs		Total<br>Appreciation (2)		Unrealized<br>Gain, Net (3)		Book<br>Value
As of December 31, 2025
Financing obligations, carried at cost	$	223,800	$	(17)	$	—	N/A		$	223,783
Financing obligations, carried at fair value	2,070,389		N/A		N/A		$	55,878	2,126,267
Total	$	2,294,189	$	(17)	$	—	$	55,878	$	2,350,050
As of December 31, 2024
Financing obligations, carried at cost	$	507,607	$	(373)	$	—	N/A		$	507,234
Financing obligations, carried at fair value	877,284		N/A		N/A		$	1,102	878,386
Total	$	1,384,891	$	(373)	$	—	$	1,102	$	1,385,620

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(1)DST Interests sold are presented net of upfront fees.

(2)Represents cumulative financing obligation liability appreciation on financing obligations carried at cost.

(3)Represents cumulative unrealized gain or loss on financing obligations carried at fair value.

The following table presents our DST Program activity for the years ended December 31, 2025, 2024, and 2023:

	For the Year Ended December 31,
(in thousands)	2025		2024		2023
DST Interests sold	$	1,219,305	$	797,022	$	479,155
DST Interests financed by DST Program Loans	99,780		63,332		51,360
Income earned from DST Program Loans (1)	10,949		6,793		5,155
Unrealized gain (loss) on DST Program Loans (2)	17		(17)		—
Unrealized (loss) gain on financing obligations (3)	(54,776)		(2,034)		932
Gain on extinguishment of financing obligations (4)	33,407		41,050		—
Decrease in financing obligation liability appreciation (5)	—		(69)		(459)
Rent obligation incurred under master lease agreements (5)	92,937		62,549		57,916

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(1)Included in other income and expenses on the consolidated statements of operations.

(2)Included in gain (loss) on financial assets on the consolidated statements of operations.

(3)Included in (loss) gain on financing obligations on the consolidated statements of operations.

(5)Included in interest expense on the consolidated statements of operations

We record DST Interests as financing obligation liabilities for accounting purposes. If we exercise our option to reacquire a DST Property by issuing OP Units, cash or a combination of OP Units and cash in exchange for DST Interests, we extinguish the related financing obligation liability and DST Program Loans and record the issuance of the OP Units as an issuance of equity. During the years ended December 31, 2025, 2024 and 2023, 27.8 million OP Units, 83.6 million OP Units and 27.3 million OP Units, respectively, were issued in exchange for DST Interests for a net investment of $220.7 million, $639.1 million and $228.3 million, respectively, in accordance with our UPREIT structure. In addition, we paid $0.5 million and $3.9 million in cash in exchange for DST Interests during the years ended December 31, 2025 and 2024, respectively. There was no cash paid in exchange for DST Interests during the year ended December 31, 2023

Refer to “Note 14” for detail relating to the fees paid to the Advisor, Ares Management Capital Markets LLC, the dealer manager for our securities offerings (the “Dealer Manager”) and their affiliates for raising capital through the DST Program.

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8. FAIR VALUE

We estimate the fair value of our financial assets and liabilities using available market information and valuation methodologies we believe to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that we would realize upon disposition of our financial assets and liabilities.

Fair Value Measurements on a Recurring Basis

The following table presents our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024:

(in thousands)	Level 1		Level 2		Level 3		Net Asset Value		Total<br>Fair Value
As of December 31, 2025
Assets:
Derivative instruments	$	—	$	5,656	$	—	$	—	$	5,656
Investments in unconsolidated joint venture partnerships	—		—		77,703		—		77,703
Debt-related investments	—		—		137,857		—		137,857
Available-for-sale debt securities	—		2,782		118,173		—		120,955
Equity securities	—		—		—		566		566
DST Program Loans	—		—		170,865		—		170,865
Total assets measured at fair value	$	—	$	8,438	$	504,598	$	566	$	513,602
Liabilities:
Derivative instruments	$	—	$	1,125	$	—	$	—	$	1,125
Financing obligations	—		—		2,126,267		—		2,126,267
Total liabilities measured at fair value	$	—	$	1,125	$	2,126,267	$	—	$	2,127,392
As of December 31, 2024
Assets:
Derivative instruments	$	—	$	20,693	$	—	$	—	$	20,693
Investments in unconsolidated joint venture partnerships	—		—		38,386		—		38,386
Debt-related investments	—		—		28,844		—		28,844
Available-for-sale debt securities	—		13,370		123,187		—		136,557
DST Program Loans	—		—		71,068		—		71,068
Total assets measured at fair value	$	—	$	34,063	$	261,485	$	—	$	295,548
Liabilities:
Financing obligations	$	—	$	—	$	878,386	$	—	$	878,386
Total liabilities measured at fair value	$	—	$	—	$	878,386	$	—	$	878,386

The following methods and assumptions were used to estimate the fair value of each class of financial assets and liabilities:

Derivative Instruments. The derivative instruments are interest rate swaps and interest rate caps whose fair value is estimated using market-standard valuation models. Such models involve using market-based observable inputs, including interest rate curves. We incorporate credit valuation adjustments to appropriately reflect both our nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements, which we have concluded are not material to the valuation. Due to these derivative instruments being unique and not actively traded, the fair value is classified as Level 2. See “Note 6” above for further discussion of our derivative instruments.

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Investments in Unconsolidated Joint Venture Partnerships. We have elected the fair value option on certain investments in unconsolidated joint venture partnerships. We separately value the real estate assets held by the unconsolidated joint venture partnerships to arrive at a fair value for our investments in unconsolidated joint venture partnerships. The fair value of real estate assets held by the unconsolidated joint venture partnerships is estimated using a direct capitalization methodology that is based on applying a capitalization rate to the estimated rental income to be generated by the real estate assets of the unconsolidated joint venture partnerships. The capitalization rate used in estimating the fair value of these investments is considered Level 3.

Debt-Related Investments. Our debt-related investments are unlikely to have readily available market quotations. In such cases, we will generally determine the initial value based on the acquisition price of such investments, if we acquire the investment, or the par value of such investment, if we originate the investment. Following the initial measurement, fair value is estimated by utilizing or reviewing certain of the following: (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield, debt-service coverage and/or loan-to-value ratios, and (vii) borrower financial condition and performance. These inputs are generally considered Level 3.

Available-for-Sale Debt Securities. The available-for-sale debt securities are either preferred equity investments in real estate properties, CRE CLOs or CMBS. The fair value for CRE CLOs and CMBS are estimated using third-party broker quotes, which provide valuation estimates based upon contractual cash flows, observable inputs comprising credit spreads and market liquidity. We incorporate credit valuation adjustments to appropriately reflect both our nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements, which we have concluded are not material to the valuation. Due to these CRE CLOs and CMBS being unique and not actively traded, the fair value is classified as Level 2. The preferred equity investments are unlikely to have readily available market quotations. In such cases, the initial value will generally be determined using the acquisition price of such investment if acquired, or the par value of such investment if originated. Following the initial measurement, fair value is estimated by utilizing or reviewing certain of the following: (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield, debt-service coverage and/or loan-to-value ratios, and (vii) borrower financial condition and performance. The inputs used in estimating the fair value of these preferred equity investments are generally considered Level 3.

Equity Securities. We generally value our investments using the net asset value per share equivalent calculated by the investment manager as a practical expedient to determining an independent fair value or estimates based on various valuation models of third-party pricing services, as well as internal models. We do not categorize within the fair value hierarchy investments as Level 1, Level 2 or Level 3 where fair value is measured using the net asset value per share practical expedient.

As of December 31, 2025, we held one investment in a joint venture partnership, classified as an equity security and measured using the net asset value practical expedient, which develops and operates data center properties in Japan. The joint venture partnership is closed-ended and does not permit investors to redeem their interests. We expect to receive distributions from this joint venture upon liquidation or sale of the underlying assets; however, the timing of these distributions is unknown. We did not hold any equity securities as of December 31, 2024.

DST Program Loans. The estimate of fair value of DST Program Loans takes into consideration various factors including current market rates and conditions and similar agreements with comparable loan-to-value ratios and credit profiles, as applicable. DST Program Loans with near-term maturities are generally valued at par. The inputs used in estimating the fair value of these financial assets are generally considered Level 3.

Financing Obligations. The estimate of fair value of financing obligations takes into consideration various factors including current market rates and conditions, leasing and other activity at the underlying DST Program investments, remaining master lease payments to DST investors, and the current portion of DST Program offerings sold to DST investors. The inputs used in estimating the fair value of these financial liabilities are generally considered Level 3.

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The following table summarizes our financial assets measured at fair value on a recurring basis using Level 3 inputs as of December 31, 2025 and 2024:

(in thousands)	Investments in<br>Unconsolidated Joint<br>Venture Partnerships		Debt-Related<br>Investments		Available-For-Sale<br>Debt Securities		DST Program<br>Loans		Total
Balance as of December 31, 2023	$	—	$	—	$	107,392	$	7,753	$	115,145
Purchases and contributions	33,952		27,974		—		63,332		125,258
Paid-in-kind interest, net of repayments	—		870		15,517		—		16,387
Distributions received	(128)		—		—		—		(128)
Loss on financial assets	—		—		—		(17)		(17)
Gain on investments in joint venture partnerships	5,220		—		—		—		5,220
Foreign currency loss on investment	(658)		—		—		—		(658)
Amortization of loan origination fees (1)	—		—		278		—		278
Balance as of December 31, 2024	$	38,386	$	28,844	$	123,187	$	71,068	$	261,485
Purchases and contributions	36,977		105,764		117,878		99,780		360,399
Paid-in-kind interest, net of repayments	—		3,425		(5,594)		—		(2,169)
Distributions and principal collections received	(2,908)		—		(117,878)		—		(120,786)
(Loss) gain on financial assets	—		(176)		—		17		(159)
Gain on investments in joint venture partnerships	2,097		—		—		—		2,097
Foreign currency gain on investment	3,151		—		—		—		3,151
Amortization of loan origination fees (1)	—		—		580		—		580
Balance as of December 31, 2025	$	77,703	$	137,857	$	118,173	$	170,865	$	504,598

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(1)Included in debt-related income on the consolidated statements of operations.

The following table summarizes our financial liabilities measured at fair value on a recurring basis using Level 3 inputs as of December 31, 2025 and 2024:

(in thousands)	Financing<br>Obligations
Balance as of December 31, 2023	$	102,045
DST Interests sold, net of upfront fees	774,307
Unrealized loss on financing obligations	2,034
Balance as of December 31, 2024	$	878,386
DST Interests sold, net of upfront fees	1,193,105
Unrealized loss on financing obligations	54,776
Balance as of December 31, 2025	$	2,126,267

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The following table presents the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy as of December 31, 2025:

(in thousands)	Fair Value		Valuation<br>Technique	Unobservable<br>Inputs	Impact to Valuation from<br>an Increase to Input
Assets:
Investments in unconsolidated joint venture partnerships	$	77,703	Direct Capitalization	Capitalization Rate	Decrease
Debt-related investments	137,857		Yield Method	Market Yield	Decrease
Available-for-sale debt securities (1)	118,173		Yield Method	Market Yield	Decrease
DST Program Loans	170,865		Yield Method	Market Yield	Decrease
Liabilities:
Financing obligations	$	2,126,267	Discounted Cash Flow	Discount Rate<br><br>Exit Capitalization Rate	Decrease<br><br>Decrease

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(1)As of December 31, 2025, the market yield used in determining the fair value of our available-for-sale debt security was 11.0%.

The following table presents the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy as of December 31, 2024:

(in thousands)	Fair Value		Valuation<br>Technique	Unobservable<br>Inputs	Impact to Valuation from<br>an Increase to Input
Assets:
Investments in unconsolidated joint venture partnerships	$	38,386	Direct Capitalization	Capitalization Rate	Decrease
Debt-related investments	28,844		Yield Method	Market Yield	Decrease
Available-for-sale debt securities (1)	123,187		Yield Method	Market Yield	Decrease
DST Program Loans	71,068		Yield Method	Market Yield	Decrease
Liabilities:
Financing obligations	$	878,386	Discounted Cash Flow	Discount Rate<br><br>Exit Capitalization Rate	Decrease<br><br>Decrease

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(1)As of December 31, 2024, the market yield used in determining the fair value of our available-for-sale debt security was 13.3%.

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Financial Assets and Liabilities Not Measured at Fair Value

As of December 31, 2025 and 2024, the fair values of cash and cash equivalents, restricted cash, tenant receivables, accounts payable and accrued expenses and distribution fees payable approximate their carrying values because of the short-term nature of these instruments. The table below includes fair values for certain of our financial instruments for which it is practicable to estimate fair value. The carrying values and fair values of these financial instruments were as follows:

		As of December 31, 2025				As of December 31, 2024
(in thousands)	Level in Fair<br>Value Hierarchy	Carrying<br>Value (1)		Fair<br>Value		Carrying<br>Value (1)		Fair<br>Value
Assets:
Debt-related investments (2)	3	$	44,420	$	43,219	$	384,759	$	383,490
DST Program Loans (2)	3	20,637		20,637		49,785		49,583
Liabilities:
Line of credit	3	$	744,349	$	744,349	$	548,228	$	548,228
Term loans	3	1,000,000		1,000,000		800,000		800,000
Mortgage notes	3	1,256,268		1,254,511		1,368,946		1,340,398

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(1)The carrying value reflects the principal amount outstanding.

(2)Only includes instruments for which we have not elected the fair value option and do not record at fair value on the consolidated balance sheets.

The initial value of debt-related investments will generally be determined using the acquisition price of such investment if acquired, or the par value of such investment if originated. Following the initial measurement, fair value is estimated by utilizing or reviewing certain of the following: (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield, debt-service coverage and/or loan-to-value ratios, and (vii) borrower financial condition and performance. The estimate of fair value of DST Program Loans, line of credit, term loans, mortgage notes and secured financings on debt-related investments takes into consideration various factors including current market rates and conditions and similar agreements with comparable loan-to-value ratios and credit profiles, as applicable. Debt instruments with near-term maturities are generally valued at par.

9. INCOME TAXES

We record income tax expense on our consolidated statements of operations related to the activities of our taxable REIT subsidiaries or international activities associated with our DST Program and our investments in unconsolidated joint venture partnerships. We have concluded that there was no impact related to uncertain tax positions from our results of operations for the years ended December 31, 2025, 2024 and 2023. We had a net deferred tax liability of approximately $6.7 million and $0.1 million as of December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, we recorded $18.0 million of income tax expense, of which $6.7 million is deferred income tax expense. During the year ended December 31, 2024, we recorded $11.8 million of income tax expense. During the year ended December 31, 2023, we recorded no income tax expense. The U.S. is the major tax jurisdiction for us and the earliest tax year subject to examination by the taxing authority is 2022.

The table below summarizes our income tax expense for the year ended December 31, 2025:

	For the Year Ended
($ in thousands)	December 31, 2025
Federal	$	14,540
State and local	2,162
Foreign	1,251
	$	17,953

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The table below summarizes our income taxes paid for the year ended December 31, 2025:

	For the Year Ended
($ in thousands)	December 31, 2025
Federal	$	12,710
State and local	1,980
Foreign	330
	$	15,020

Distributions

Distributions to stockholders are characterized for U.S. federal income tax purposes as: (i) ordinary income; (ii) non-taxable return of capital; or (iii) long-term capital gain. Distributions that exceed our current and accumulated tax earnings and profits constitute a return of capital and reduce the stockholders’ basis in the common shares. To the extent that a distribution exceeds both current and accumulated earnings and profits and the stockholders’ basis in the common shares, the distributions will generally be treated as a gain from the sale or exchange of such stockholders’ common shares. All distributions (other than distributions designated as capital gain distributions and distributions traceable to distributions from a taxable REIT subsidiary) which are received by a pass-through entity or an individual, are eligible for a 20% deduction from gross income. At the beginning of each year, we notify our stockholders of the taxability of the distributions paid during the preceding year. In any given year, the overall taxability of distributions could be higher or lower than the preceding year.

The following unaudited table summarizes the annual information reported to investors regarding the taxability of distributions on common stock, as a percentage of total distributions, for the years ended December 31, 2025, 2024 and 2023. This information assumes that an investor owned shares of our common stock for the full calendar years.

	For the Year Ended December 31,
	2025		2024		2023
Ordinary income	12.68	%	5.79	%	—	%
Non-taxable return of capital	87.32		94.21		100.00
Capital gain	—		—		—
Total distributions	100.00	%	100.00	%	100.00	%

The increase in taxable income in 2025 compared to 2024 is primarily due to a tax gain related to the activities of our taxable REIT subsidiaries associated with our DST Program, and the increase in taxable income in 2024 compared to 2023 is also primarily due to a tax gain related to the activities of our taxable REIT subsidiaries associated with our DST Program.

10. STOCKHOLDERS’ EQUITY

Securities Offerings

We may conduct continuous securities offerings that will not have a predetermined duration, subject to continued compliance with the rules and regulations of the SEC and applicable state laws. On May 3, 2022, the SEC declared our registration statement on Form S-11 with respect to our fourth public offering of up to $10.0 billion of shares of its common stock effective, and the fourth public offering commenced the same day. We ceased selling shares of our common stock under our third public offering of up to $3.0 billion of shares immediately upon the effectiveness of the registration statement for the fourth public offering. Under the fourth public offering, we offered up to $8.5 billion of shares of our common stock in the primary offering and up to $1.5 billion of shares of our common stock pursuant to our distribution reinvestment plan, in any combination of Class T-R shares, Class S-R shares, Class D-R shares and Class I-R shares. On May 16, 2024, we announced our decision to close the fourth primary public offering effective July 2, 2024. We accepted subscriptions for primary shares in the public offering through the July 1, 2024 purchase date. On August 22, 2024, we amended our registration statement on Form S-11 with respect to our fourth public offering to make it a distribution reinvestment plan only registration statement on Form S-3 pursuant to Rule 415(a)(1)(ii) under the Securities Act of 1933, as amended (the “Securities Act”) and we expect to continue making monthly distributions and the distribution reinvestment plan offering, which investors can continue to elect to participate in. On August 2, 2024, we initiated a private

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offering exempt from registration under the Securities Act (the “Private Offering”), which offers Class S-PR shares, Class D-PR shares and Class I-PR shares.

The Class T-R shares, Class S-R shares, Class D-R shares, Class I-R shares, Class E shares, Class S-PR shares, Class D-PR shares, and Class I-PR shares, have identical rights and privileges, including identical voting rights, but have differing fees that are payable on a class-specific basis. The per share amount of distributions paid on Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares, and Class D-PR shares will be lower than the per share amount of distributions paid on Class E shares, Class I-R shares, Class I-PR shares and Class B shares because of the distribution fees payable with respect to Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares sold in our securities offerings. We refer to the Class T-R shares, Class S-R shares, Class D-R shares, Class I-R shares, Class E shares, Class S-PR shares, Class D-PR shares, Class I-PR shares and Class B shares collectively herein as shares of common stock.

Pursuant to our securities offerings, we have offered and continue to offer shares of our common stock at the “transaction price,” plus applicable selling commissions and dealer manager fees. The “transaction price” generally is equal to the net asset value (“NAV”) per share of our common stock most recently disclosed. Our NAV per share is calculated as of the last calendar day of each month for each of our outstanding classes of stock, and will be available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to our distribution reinvestment plan are offered at the transaction price, as indicated above, in effect on the distribution date. We may update a previously disclosed transaction price in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share.

During the year ended December 31, 2025, we raised gross proceeds of $135.5 million from the sale of 17.4 million shares of our common stock in our continuous securities offerings, including proceeds from our distribution reinvestment plans (“DRIP”) of $31.6 million.

Common Stock

The following table describes the number of shares of each class of our common stock, excluding Class B shares, authorized and issued and outstanding as of December 31, 2025 and 2024:

	December 31, 2025		December 31, 2024
(in thousands)	Shares Authorized	Shares Issued<br><br>and Outstanding	Shares Authorized	Shares Issued and Outstanding
Class T-R, $0.01 par value per share	100,000	22,870	100,000	26,972
Class S-R, $0.01 par value per share	100,000	36,469	100,000	43,761
Class D-R, $0.01 par value per share	100,000	5,710	100,000	6,110
Class I-R, $0.01 par value per share	600,000	62,210	600,000	58,998
Class E, $0.01 par value per share	100,000	39,812	100,000	43,190
Class S-PR, $0.01 par value per share	400,000	5,758	400,000	660
Class D-PR, $0.01 par value per share	400,000	400	400,000	13
Class I-PR, $0.01 par value per share	700,000	8,662	700,000	607

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The following table describes the changes in each class of common shares, excluding Class B shares, during each of the years ended December 31, 2025, 2024 and 2023:

(in thousands)	Class T-R<br>Shares	Class S-R<br>Shares	Class D-R<br>Shares	Class I-R<br>Shares	Class E<br>Shares	Class S-PR<br>Shares	Class D-PR<br>Shares	Class I-PR<br>Shares	Total<br>Shares
Balance as of December 31, 2022 (1)	26,884	49,237	7,871	69,142	52,974	—	—	—	206,108
Issuance of common stock:
Primary shares	3,103	2,672	192	4,098	—	—	—	—	10,065
Distribution reinvestment plan	579	974	156	1,398	728	—	—	—	3,835
Share-based compensation	—	—	—	35	—	—	—	—	35
Redemptions of common stock	(1,753)	(4,793)	(907)	(9,881)	(5,481)	—	—	—	(22,815)
Conversions	(381)	55	(382)	719	(11)	—	—	—	—
Balance as of December 31, 2023 (1)	28,432	48,145	6,930	65,511	48,210	—	—	—	197,228
Issuance of common stock:
Primary shares	610	578	70	1,277	—	657	13	606	3,811
Distribution reinvestment plan	661	1,107	160	1,508	731	3	—	1	4,171
Share-based compensation	—	—	—	38	—	—	—	—	38
Redemptions of common stock	(1,989)	(5,520)	(1,035)	(10,642)	(5,751)	—	—	—	(24,937)
Conversions	(742)	(549)	(15)	1,306	—	—	—	—	—
Balance as of December 31, 2024	26,972	43,761	6,110	58,998	43,190	660	13	607	180,311
Issuance of common stock:
Primary shares	—	—	—	—	—	5,011	400	7,942	13,353
Distribution reinvestment plan	592	974	140	1,516	669	87	—	118	4,096
Share-based compensation	—	—	—	42	—	—	—	—	42
Redemptions of common stock	(1,456)	(4,786)	(540)	(5,064)	(4,047)	—	(13)	(5)	(15,911)
Conversions	(3,238)	(3,480)	—	6,718	—	—	—	—	—
Balance as of December 31, 2025	22,870	36,469	5,710	62,210	39,812	5,758	400	8,662	181,891

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(1)There is no data presented for Class S-PR shares, Class D-PR shares and Class I-PR shares as of this date because there were no shares of such share classes outstanding.

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Distributions

The following table summarizes our distribution activity (including distributions to noncontrolling interests and distributions reinvested in shares of our common stock) for the periods below:

	Amount
(in thousands, except per share data)	Declared per<br>Common Share (1)		Common Stock<br>Distributions<br>Paid in Cash		Other Cash<br>Distributions (2)		Reinvested in<br>Shares		Distribution<br>Fees (3)		Gross<br>Distributions (4)
2025
March 31	$	0.10000	$	9,036	$	15,880	$	7,679	$	1,146	$	33,741
June 30	0.10000		8,939		15,707		7,758		1,143		33,547
September 30	0.10350		9,260		16,132		8,132		1,156		34,680
December 31	0.10350		11,110		16,926		8,211		1,149		37,396
Total	$	0.40700	$	38,345	$	64,645	$	31,780	$	4,594	$	139,364
2024
March 31	$	0.10000	$	10,013	$	8,577	$	8,238	$	1,317	$	28,145
June 30	0.10000		9,787		9,865		8,046		1,254		28,952
September 30	0.10000		9,449		13,214		7,888		1,204		31,755
December 31	0.10000		9,211		15,018		7,754		1,184		33,167
Total	$	0.40000	$	38,460	$	46,674	$	31,926	$	4,959	$	122,019
2023
March 31	$	0.09375	$	9,912	$	5,271	$	8,009	$	1,461	$	24,653
June 30	0.09375		9,896		5,510		7,974		1,463		24,843
September 30	0.10000		10,335		6,451		8,431		1,430		26,647
December 31	0.10000		10,127		7,739		8,317		1,387		27,570
Total	$	0.38750	$	40,270	$	24,971	$	32,731	$	5,741	$	103,713

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(1)Amount reflects the total gross quarterly distribution rate authorized by our board of directors per Class T-R share, per Class S-R share, per Class D-R share, per Class I-R share, per Class E share, per Class S-PR share, per Class D-PR share, per Class I-PR share and per Class B share of common stock. Distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares of common stock are reduced by the respective distribution fees that are payable with respect to Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares.

(2)Consists of distribution fees paid to the Dealer Manager with respect to OP Units and distributions paid to holders of OP Units and other noncontrolling interest holders.

(3)Distribution fees are paid monthly to the Dealer Manager, with respect to Class T-R shares, Class S-R shares and Class D-R shares, Class S-PR shares and Class D-PR shares. All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers.

(4)Gross distributions are total distributions before the deduction of any distribution fees relating to Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares.

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Redemptions and Repurchases

Below is a summary of redemptions and repurchases pursuant to our share redemption program for the years ended December 31, 2025, 2024 and 2023. All eligible redemption requests were fulfilled for the periods presented. Eligible redemption requests are requests submitted in good order by the request submission deadline set forth in the share redemption program. Our board of directors may make exceptions to, modify or suspend our current share redemption programs if it deems such action to be in the best interest of our stockholders.

	For the Year Ended December 31,
(in thousands, except for per share data)	2025		2024		2023
Number of shares redeemed or repurchased	15,911		24,937		22,815
Aggregate dollar amount of shares redeemed or repurchased	$	122,486	$	191,630	$	193,859
Average redemption or repurchase price per share	$	7.70	$	7.69	$	8.50

11. REDEEMABLE COMMON STOCK

In addition to our continuous securities offerings, we may also conduct private placements of securities to one or more investors. On October 17, 2025, we entered into a subscription agreement with Apogee SPV, an affiliate of the Advisor, pursuant to which we issued and sold 25.4 million Class B shares of our common stock to Apogee SPV in a private placement exempt from registration under the Securities Act for aggregate gross proceeds of $200.0 million. The Class B shares have identical rights and privileges to the other classes of our common stock, except that holders of Class B shares are not entitled to vote such shares on any matter upon which our stockholders are entitled to vote and holders of Class B shares have the ability to, after a three-year lock up period from the issuance date, redeem up to $5.0 million of shares per quarter, with such redemptions not subject to, nor eligible for redemption under, the terms of our share redemption program. The holder of these Class B shares also has the ability, from time to time, to require us to exchange these Class B shares for Class I-PR shares of our common stock on a one-for-one basis and up to an amount that, after giving effect to such exchange, would cause the holder to beneficially own no more than 4.90% of the number of shares of our common stock with voting rights.

As of December 31, 2025, we were authorized to sell 300.0 million shares of Class B common stock and 25.4 million shares were issued and outstanding as of this date.

The following table summarizes the redeemable common stock activity for our Class B shares of common stock for the years ended December 31, 2025 and 2024:

	For the Year Ended December 31,
(in thousands)	2025		2024
Balance at beginning of the year	$	—	$	—
Issuance of redeemable common stock	200,000		—
Distributions to redeemable common stock	(1,753)		—
Net loss attributable to redeemable common stock	(1,633)		—
Change from securities and cash flow hedging activities attributable to redeemable common stock	36		—
Redemption value allocation adjustment to redeemable common stock (1)	6,491		—
Ending balance	$	203,141	$	—

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(1)Represents the adjustment recorded in order to mark to the redemption value, which is equivalent to fair value, at the end of the measurement period.

12. REDEEMABLE NONCONTROLLING INTERESTS

The Operating Partnership’s net income and loss will generally be allocated to the general partner and the limited partners in accordance with the respective percentage interest in the OP Units issued by the Operating Partnership. As of December 31, 2025 and 2024, we had redeemable OP Units outstanding of 1.1 million and 1.2 million, respectively.

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The following table summarizes the redeemable noncontrolling interests activity for the years ended December 31, 2025 and 2024:

	For the Year Ended December 31,
(in thousands)	2025		2024
Balance at beginning of the year	$	9,381	$	11,746
Distributions to redeemable noncontrolling interests	(474)		(544)
Redemptions of redeemable noncontrolling interests	(1,500)		(1,500)
Net loss attributable to redeemable noncontrolling interests	(431)		(273)
Change from securities and cash flow hedging activities attributable to redeemable noncontrolling interests	(25)		(7)
Redemption value allocation adjustment to redeemable noncontrolling interests (1)	1,448		(41)
Ending balance	$	8,399	$	9,381

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(1)Represents the adjustment recorded in order to mark to the redemption value, which is equivalent to fair value, at the end of the measurement period.

13. NONCONTROLLING INTERESTS

OP Units

As of December 31, 2025 and 2024, the Operating Partnership had issued OP Units to third-party investors, representing 46.4% and 46.6%, respectively, of limited partnership interests (excludes interests held by redeemable noncontrolling interest holders).

The following table summarizes the number of OP Units issued and outstanding to third-party investors (excludes interests held by redeemable noncontrolling interest holders):

	For the Year Ended December 31,
(in thousands)	2025	2024	2023
Balance at beginning of period	158,239	78,737	55,079
Issuance of units	27,799	83,572	27,274
Redemption of units	(5,792)	(4,070)	(3,616)
Balance at end of period	180,246	158,239	78,737

Subject to certain restrictions and limitations, the holders of OP Units may redeem all or a portion of their OP Units for either: shares of the equivalent class of common stock, cash or a combination of both. If we elect to redeem OP Units for shares of our common stock, we will generally deliver one share of our common stock for each such OP Unit redeemed (subject to any redemption fees withheld), and such shares may, subsequently, only be redeemed for cash in accordance with the terms of our share redemption program. If we elect to redeem OP Units for cash, the cash delivered per unit will equal the then-current NAV per unit of the applicable class of OP Units (subject to any redemption fees withheld), which will equal the then-current NAV per share of our corresponding class of shares. During the years ended December 31, 2025, 2024 and 2023, the aggregate amount of OP Units redeemed was $44.8 million, $31.4 million, and $30.9 million, respectively. The estimated maximum redemption value (unaudited) of the aggregate outstanding OP Units issued to third-party investors as of December 31, 2025 and 2024 was $1.44 billion and $1.19 billion, respectively.

14. RELATED PARTY TRANSACTIONS

We rely on the Advisor, a related party, to manage our day-to-day activities and to implement our investment strategy pursuant to the terms of the Advisory Agreement, by and among us, the Operating Partnership and the Advisor. The current term of the Advisory Agreement ends April 30, 2026, subject to renewals by our board of directors for an unlimited number of successive one-year periods. The Dealer Manager, which is also a related party, provides dealer manager services in connection with our securities offerings pursuant to the terms of that certain Amended and Restated Dealer Manager Agreement, effective December 19, 2025 (the “Dealer Manager Agreement”) by and among us and the Dealer Manager. The Advisor is directly or indirectly majority owned, controlled and/or managed by Ares. The Advisor, the Sponsor and the Dealer Manager receive compensation from us in the form of fees and expense reimbursements for certain

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services relating to our securities offerings and for the investment and management of our assets and our other activities and operations.

Advisory Agreement, Dealer Manager Agreement and Operating Partnership Agreement

The following is a description of the fees and expense reimbursements payable to the Advisor and the Dealer Manager. This summary does not purport to be a complete summary of the Advisory Agreement, the Dealer Manager Agreement, or the Partnership Agreement, and is qualified in its entirety by reference to such agreements, which are incorporated by reference as exhibits to this Annual Report on Form 10-K.

Selling Commissions, Dealer Manager Fees and Distribution Fees (Class T-R, Class S-R, Class D-R and Class I-R Shares). We closed our fourth primary public offering effective July 2, 2024, pursuant to which we had offered Class T-R shares, Class S-R shares, Class D-R shares and Class I-R shares. We had paid the Dealer Manager upfront selling commissions with respect to Class T-R shares and Class S-R shares sold in the primary portion of our public offering and dealer manager fees with respect to Class T-R shares sold in the primary portion of our public offering. The upfront selling commissions and dealer manager fees are calculated as a percentage of the transaction price (generally equal to the most recent monthly NAV per share) at the time of purchase of such shares. All or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed to, participating broker dealers. In addition, the Dealer Manager is entitled to receive ongoing distribution fees based on the NAV of all outstanding Class T-R shares, Class S-R shares and Class D-R shares including shares issued under our distribution reinvestment plan. The distribution fees will be payable monthly in arrears and will be paid on a continuous basis from year to year. The Dealer Manager will reallow all or a portion of the distribution fees to broker dealers whose clients own Class T-R shares, Class S-R shares and/or Class D-R shares. The following table details the selling commissions, dealer manager fees and distribution fees applicable for each share class.

	Class T-R			Class S-R		Class D-R		Class I-R
Selling commissions (as % of transaction price)	up to 3.00%		*	up to 3.50%		—	%	—	%
Dealer manager fees (as % of transaction price)	up to 1.50%		*	—	%	—	%	—	%
Distribution fees (as % of NAV per annum)	0.85	%		0.85	%	0.25	%	—	%

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*The sum of upfront selling commissions and upfront dealer manager fees on Class T-R shares may not exceed 3.50% of the offering price.

We will cease paying the distribution fees with respect to individual Class T-R shares, Class S-R shares and Class D-R shares when they are no longer outstanding, including as a result of a conversion to Class I-R shares, as applicable. Class T-R shares, Class S-R shares and Class D-R shares held within a stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I-R shares at the applicable conversion rate on the earliest of: (i) a listing of any shares of our common stock on a national securities exchange; (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets; and (iii) the end of the month in which the Dealer Manager, in conjunction with our transfer agent, determines that the total upfront selling commissions, upfront dealer manager fees and ongoing distribution fees paid with respect to all shares of such class held by such stockholder within such account (including shares purchased through the DRIP or received as stock dividends) equals or exceeds 8.75% (or a lower limit set forth in any applicable agreement between the Dealer Manager and a participating broker dealer, provided that the Dealer Manager advises our transfer agent of the lower limit in writing) of the aggregate purchase price of all shares of such class held by such stockholder within such account and purchased in a primary offering.

Selling Commissions, Dealer Manager Fees and Distribution Fees (Class S-PR, Class D-PR and Class I-PR Shares). On August 2, 2024, we initiated the Private Offering of Class S-PR shares, Class D-PR shares and Class I-PR shares. We pay the Dealer Manager upfront selling commissions with respect to S-PR shares and D-PR shares sold in the primary portion of our Private Offering and dealer manager fees with respect to S-PR shares sold in the primary portion of our Private Offering. The upfront selling commissions and dealer manager fees are calculated as a percentage of the transaction price (generally equal to the most recent monthly NAV per share) at the time of purchase of such shares. All or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed to, participating broker dealers. In addition, the Dealer Manager is entitled to receive ongoing distribution fees based on the NAV of all outstanding Class S-PR shares and Class D-PR shares including shares issued under our DRIP. The distribution fees will be payable monthly in arrears and will be paid on a continuous basis from year to year. The Dealer Manager will reallow all or a portion of the distribution fees to participating broker dealers and broker dealers servicing accounts of investors who own Class S-PR

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shares and/or Class D-PR shares. The following table details the selling commissions, dealer manager fees and distribution fees applicable for each share class.

	Class S-PR			Class D-PR		Class I-PR
Selling commissions (as % of transaction price)	up to 3.00%		*	up to 1.50%		—	%
Dealer manager fees (as % of transaction price)	up to 1.50%		*	—	%	—	%
Distribution fees (as % of NAV per annum)	0.85	%		0.25	%	—	%

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*The sum of upfront selling commissions and upfront dealer manager fees on Class S-PR shares may not exceed 3.50% of the offering price.

We will cease paying the distribution fees with respect to individual Class S-PR shares and Class D-PR shares when they are no longer outstanding, including as a result of a conversion to Class I-PR shares. Class S-PR shares or Class D-PR shares held within a stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I-PR shares, at the applicable conversion rate on the earliest of: (i) a listing of any shares of our common stock on a national securities exchange; (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets; and (iii) the end of the month in which the Dealer Manager, in conjunction with our transfer agent, determines that the total upfront selling commissions, upfront dealer manager fees and ongoing distribution fees paid with respect to all shares of such class held by such stockholder within such account (including shares purchased through the DRIP or received as stock dividends) equals or exceeds the limit, if any, set forth in any applicable agreement between the Dealer Manager and a participating broker dealer, provided that the Dealer Manager advises our transfer agent of the lower limit in writing of the aggregate purchase price of all shares of such class held by such stockholder within such account and purchased in a primary offering.

Additional Underwriting Compensation and Primary Dealer Fee. We pay directly, or reimburse the Advisor and the Dealer Manager if they pay on our behalf, certain additional items of underwriting compensation, including legal fees of the Dealer Manager, costs reimbursement for registered representatives of participating broker-dealers to attend educational conferences sponsored by us or the Dealer Manager, attendance fees for registered persons associated with the Dealer Manager to attend seminars conducted by participating broker-dealers, and promotional items. In addition to this additional underwriting compensation, the Advisor may also pay the Dealer Manager additional amounts to fund certain of the Dealer Manager’s costs and expenses related to the distribution of our securities offering, which will not be reimbursed by us. Also, the Dealer Manager may pay supplemental fees or commissions to participating broker-dealers and servicing broker-dealers with respect to certain shares sold in the primary portions of our securities offerings, which will not be reimbursed by us. Through June 30, 2017, we paid to the Dealer Manager primary dealer fees in the amount of 5.0% of the gross proceeds raised from certain sales of Class I-R shares in the primary portion of our prior public offering. We currently do not intend to pay additional primary dealer fees in our securities offerings.

Organization and Offering Expense Reimbursement. We pay directly or reimburse the Advisor and the Dealer Manager if they pay on our behalf, any issuer organization and offering expenses (meaning organization and offering expenses other than underwriting compensation) as and when incurred. After the termination of the primary offering and again after termination of the offering under our distribution reinvestment plan, the Advisor has agreed to reimburse us to the extent that total cumulative organization and offering expenses (including underwriting compensation) that we incur exceed 15% of our gross proceeds from the applicable offering.

Advisory Fee and Operating Expense Reimbursement. The advisory fee consists of a fixed component and a performance participation allocation. The fixed component of the advisory fee includes a fee that will be paid monthly to the Advisor for asset management services provided to on our behalf. The following table details the fixed component of the advisory fee:

	Fixed Component
% of applicable monthly NAV per Fund Interest (as defined below) x the weighted-average number of Fund Interests for such month (per annum)	1.10	%
% of consideration received by us or our affiliates for selling interests in DST Properties (as defined in “Note 7”) to third-party investors, net of up-front fees and expense reimbursements payable out of gross sale proceeds from the sale of such interests	1.10	%

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The performance participation allocation is a performance-based amount that will be paid to the Advisor. This amount is calculated on the basis of the overall investment return provided to holders of Fund Interests (i.e., our outstanding shares and OP Units held by third-party investors) in any calendar year such that the Advisor will receive the lesser of (1) 12.5% of (a) the annual total return amount less (b) any loss carryforward, and (2) the amount equal to (x) the annual total return amount, less (y) any loss carryforward, less (z) the amount needed to achieve an annual total return amount equal to 5% of the NAV per Fund Interest at the beginning of such year (the “Hurdle Amount”). The foregoing calculations are calculated on a per Fund Interest basis and multiplied by the weighted-average Fund Interests outstanding during the year. In no event will the performance participation allocation be less than zero. Accordingly, if the annual total return amount exceeds the Hurdle Amount plus the amount of any loss carryforward, then the Advisor will earn a performance participation allocation equal to 100% of such excess, but limited to 12.5% of the annual total return amount that is in excess of the loss carryforward. The “annual total return amount” referred to above means all distributions paid or accrued per Fund Interest plus any change in NAV per Fund Interest since the end of the prior calendar year, adjusted to exclude the negative impact on annual total return resulting from our payment or obligation to pay, or distribute, as applicable, the performance participation allocation as well as ongoing distribution fees (i.e., our ongoing class-specific fees). The “loss carryforward” referred to above tracks any negative annual total return amounts from prior years and offsets the positive annual total return amount for purposes of the calculation of the performance participation allocation. The loss carryforward is zero as of December 31, 2025. Additionally, the Advisor will provide us with a waiver of a portion of its fees generally equal to the amount of the performance participation allocation that would have been payable with respect to the Class E shares and the Series 1 Class E OP Units held by third parties until the NAV of such shares or units exceeds $10.00 a share or unit, the benefit of which will be shared among all holders of Fund Interests. As of December 31, 2025, all of the Class E OP Units issued and outstanding to third-party investors are Series 1 Class E OP Units. Refer to “Note 13” for detail regarding the Class E OP Units.

The allocation of the performance participation interest is ultimately determined at the end of each calendar year and will be paid in Class I-R OP units or cash, at the election of the Advisor. As the performance hurdle was achieved as of December 31, 2025, we recognized approximately $16.5 million of performance participation allocation expense in our consolidated statements of operations. The performance hurdle was not achieved as of December 31, 2024 and 2023, therefore no performance participation allocation expense was recognized in our consolidated statements of operations for the years ended December 31, 2024 and 2023.

On January 1, 2019, we, our Operating Partnership, and the Advisor amended the advisory agreement and limited partnership agreement of the Operating Partnership. The Operating Partnership also issued to Black Creek Diversified Property Advisors Group LLC (“BCDPAG”), for $1,000 in consideration, 100 partnership units in the Operating Partnership constituting a separate series of partnership interests with special distribution rights, or the “Special Units.” On July 1, 2021, these Special Units were transferred from BCDPAG to our New Advisor. Subsequently, these Special Units were transferred from our New Advisor to an affiliate of the New Advisor.

These agreements were amended, and the Special Units were issued, so that, at the election of the holder, the performance participation allocation previously payable to the Advisor may be paid instead to the holder of the Special Units as a performance participation allocation with respect to the Special Units. If the holder does not elect on or before the first day of a calendar year to have the performance participation allocation paid as a fee to the Advisor, then it will be paid as a distribution on the performance participation interest to the holder of the Special Units. In such case, the performance participation allocation will be payable in cash or Class I-R OP Units, at the election of the holder. If the holder elects to receive such distributions in Class I-R OP Units, the number of Class I-R OP Units to be issued to the holder will be determined by dividing an amount equal to the value of the performance participation allocation by the net asset value per Class I-R OP Unit as of the date of the distribution. The holder of the Special Units may request the Operating Partnership to repurchase such OP Units from the holder at a later date. Any such repurchase requests will normally not be subject to any holding period, early redemption deduction, volume limitations or other restrictions that apply to other holders of OP Units under the limited partnership agreement of the Operating Partnership or to our stockholders under our share redemption program. However, certain restrictions on redemption may apply if certain liquidity requirements are not met. In addition, in the event the Operating Partnership commences a liquidation of its assets during any calendar year, the holder of the Special Units will be distributed the performance participation allocation as its liquidation distribution, or the Advisor will receive payment of the performance participation allocation, as applicable, prior to the distribution of the remaining liquidation proceeds to the holders of OP Units.

The Special Units do not receive Operating Partnership distributions or allocations except as described above. Holders of Special Units do not share in distributions paid to holders of common OP Units and are not allocated income or losses of the Operating Partnership except to the extent of taxable income allocated to them in their capacity as holders of the Special Units.

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Subject to certain limitations, we reimburse the Advisor or its affiliates for all of the costs they incur in connection with the services they provide to us under the Advisory Agreement, including, without limitation, our allocable share of the Advisor’s overhead, which includes but is not limited to the Advisor’s rent paid to both third parties and affiliates of the Advisor, utilities and personnel costs; provided, that we will not reimburse the Advisor or its affiliates for services for which the Advisor or its affiliates are entitled to compensation in the form of a separate fee, and commencing as of September 1, 2017, we will not reimburse the Advisor for compensation it pays to our named executive officers, unless the named executive officer is providing stockholder services.

Acquisition Expense Reimbursements. Pursuant to the Advisory Agreement, subject to certain limitations, we agreed to reimburse the Advisor for all acquisition expenses incurred on our behalf in connection with the selection and acquisition of properties, real estate-related assets, and other investments, whether or not such investments are acquired. As these expense reimbursements were not directly attributable to a specified property, they were expensed as incurred on the consolidated statements of operations.

Fees from Other Services. We retain certain of the Advisor’s affiliates, from time to time, for services relating to our investments or our operations, which may include property management services, leasing services, corporate services, statutory services, transaction support services, construction and development management, and loan management and servicing, and within one or more such categories, providing services in respect of asset and/or investment administration, accounting, technology, tax preparation, finance, treasury, operational coordination, risk management, insurance placement, human resources, legal and compliance, valuation and reporting-related services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, property, title and/or other types of insurance, management consulting and other similar operational matters. Any fees paid to the Advisor’s affiliates for any such services will not reduce the advisory fees. Per the terms of the agreement, any such arrangements will be at market rates or a reimbursement of costs incurred by the affiliate in providing the services.

Property-Level Accounting Services. Pursuant to the Advisory Agreement effective as of May 1, 2022, we have agreed to pay the Advisor a property accounting fee in connection with providing services related to accounting for real property operations, including the maintenance of the real property’s books and records in accordance with GAAP and our policies, procedures, and internal controls, in a timely manner, and the processing of real property-related cash receipts and disbursements. The property accounting fee is equal to the difference between: (i) the property management fee charged with respect to each real property, which reflects the market rate for all real property management services, including property-level accounting services, based on rates charged for similar properties within the region or market in which the real property is located, and (ii) the amount paid to third-party property management firms for property management services, which fee is based on an arm’s length negotiation with a third-party property management service provider (the difference between (i) and (ii), the “property accounting fee”).

DST Program

DST Program Dealer Manager Fees. In connection with the DST Program, as described in “Note 7,” Ares Diversified Real Estate Exchange LLC (formerly known as Black Creek Exchange LLC, “ADREX”), a wholly-owned subsidiary of our taxable REIT subsidiary that is wholly-owned by the Operating Partnership, entered into a dealer manager agreement with the Dealer Manager, pursuant to which the Dealer Manager agreed to conduct the private placements for interests reflecting an indirect ownership of up to $5.0 billion of interests. The Advisor, Dealer Manager and certain of their affiliates receive fees and reimbursements in connection with their roles in the DST Program, which costs are substantially funded by the private investors in that program, through fees and expenses paid by the investors at the time of investment, or deductions from distributions paid to such investors.

ADREX will pay certain up-front fees and reimburse certain related expenses to the Dealer Manager with respect to capital raised through the DST Program. ADREX is obligated to pay the Dealer Manager a dealer manager fee of up to 1.5% of gross equity proceeds raised and a commission of up to 5.0% of gross equity proceeds raised through the private placements. In addition, with respect to certain classes of interests (or the corresponding classes of OP Units or shares for which they may be exchanged in certain circumstances) we, the Operating Partnership or ADREX will pay the Dealer Manager ongoing fees in amounts up to 0.85% of the equity investment or net asset value thereof per year for Class T, Class S, and Class D OP Units. The Dealer Manager may re-allow such commissions, ongoing fees and a portion of such dealer manager fees to participating broker dealers. In addition, pursuant to the dealer manager agreement for the DST Program, we, or our subsidiaries, are obligated to reimburse the Dealer Manager for (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the private placements; (b) costs and expenses of conducting educational conferences and seminars, attending broker-dealer sponsored conferences, or educational conferences sponsored by ADREX; (c) customary promotional items; and (d) legal fees of the Dealer Manager.

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Pursuant to the Advisory Agreement, DST Properties are included when calculating the fixed advisory fee and the performance participation allocation due to the Advisor. Furthermore, because the Advisor funds certain Dealer Manager distribution-related personnel costs that are not reimbursed under the DST Program dealer manager agreement, we have also agreed to pay the Advisor a fee equal to the fee paid by DST Program investors for these costs, which is up to 1.5% of the total equity amount paid for the interests.

DST Manager Fees. ADREX Manager LLC (formerly known as BC Exchange Manager LLC, the “DST Manager”), a wholly owned subsidiary of the Operating Partnership, acts, directly or through a wholly-owned subsidiary, as the manager of each Delaware statutory trust holding a DST Property, but has assigned all of its rights and obligations as manager (including fees and reimbursements received) to BC Exchange Advisor LLC (“DST Advisor”), an affiliate of the Advisor. While the intention is to sell 100% of the interests to third parties, ADREX may hold an interest for a period of time and therefore could be subject to the following description of fees and reimbursements paid to the DST Manager. The DST Manager will have primary responsibility for performing management, oversight and administrative actions in connection with the trust and any DST Property and has the sole power to determine when it is appropriate for a trust to sell a DST Property. The DST Advisor will receive, through the DST Manager, an annual management fee equal to 1.0% of the gross rents payable to the trust for the respective year. The management fee compensates the DST Advisor for the fee-related services rendered in connection with the management and oversight of the trust, including overseeing the investment strategy of the trust and monitoring the operating performance of the DST Property. The DST Advisor will also (i) be reimbursed for certain expenses associated with the establishment, maintenance and operation of the trust and DST Properties and the sale of any DST Property to a third party, and (ii) receive up to 1.0% of the gross equity proceeds as compensation for developing and maintaining the DST Program technology and intellectual property. Furthermore, to the extent that the Operating Partnership exercises its fair market value purchase option to acquire the interests from the investors at a later time in exchange for OP Units, cash, or a combination of OP Units and cash, and such investors subsequently submit such OP Units for redemption pursuant to the terms of the Operating Partnership, a redemption fee of up to 1.0% of the amount otherwise payable to a limited partner upon redemption may be paid to DST Manager (or such other amount as may be set forth in the applicable DST Program offering documents).

In connection with the DST Program, ADREX maintains a loan program and may, upon request, provide DST Program Loans to certain purchasers of the interests in the Delaware statutory trusts to finance a portion of the purchase price payable upon their acquisition of such DST Interests (the “Purchase Price”). The DST Program Loans are made by a subsidiary of ours (the “DST Lender”). The DST Program Loans may differ in original principal amounts. The original principal amount of the DST Program Loans expressed as a percentage of the total Purchase Price for the applicable DST Interests may also vary, but no DST Program Loan to any purchaser will exceed 50% of the Purchase Price paid by such purchaser for its DST Interest in the Trust, excluding the amount of the Origination Fee, as hereinafter defined. Each purchaser that elects to obtain a DST Program Loan, will pay an origination fee to the DST Manager equal to up to 1.0% of the original principal amount of its DST Program Loan (the “Origination Fee”) upon origination of such DST Program Loan, which Origination Fee will be assigned by the DST Manager to an affiliate of the Advisor.

The purchaser will be required to represent, among other things, that no portion of the Purchase Price for its DST Interest and no fee paid in connection with the acquisition of its DST Interest (including, without limitation, the Origination Fee) has been or will be funded with any nonrecourse indebtedness other than the DST Program Loan.

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Summary of Fees and Expenses

The table below summarizes the fees and expenses incurred by us for services provided by the Advisor and its affiliates, and by the Dealer Manager related to the services described above, and any related amounts payable:

	For the Year Ended December 31,						Payable as of December 31,
(in thousands)	2025		2024		2023		2025		2024
Selling commissions and dealer manager fees (1)	$	428	$	282	$	1,189	$	—	$	—
Ongoing distribution fees (1)(2)	10,721		9,631		8,896		1,169		906
Advisory fees—fixed component	51,296		40,786		38,645		4,984		3,646
Performance participation allocation (3)	16,544		—		—		16,544		—
Other fees and expense reimbursements—Advisor (4)(5)	14,182		13,831		13,788		8,980		6,074
Other expense reimbursements—Dealer Manager	250		281		335		48		125
Property management fee (6)	3,079		2,070		1,884		355		187
DST Program selling commissions, dealer manager and distribution fees (1)	15,438		12,468		9,693		1,071		501
Other DST Program related costs—Advisor (5)	16,837		11,992		8,114		317		179
Total	$	128,775	$	91,341	$	82,544	$	33,468	$	11,618

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(1)All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers.

(2)The distribution fees are payable monthly in arrears. Additionally, we accrue for future estimated amounts payable related to ongoing distribution fees. The future estimated amounts payable were approximately $73.0 million and $69.9 million as of December 31, 2025 and 2024, respectively.

(3)The 2025 performance participation allocation in the amount of $16.5 million become payable on December 31, 2025. At the election of the Advisor, $9.3 million was settled in cash in January 2026, and the remaining balance of $7.2 million was settled through the issuance of 0.9 million OP Units in February 2026. The performance hurdle was not met for the years ended December 31, 2024 and 2023, and therefore no performance participation allocation expense was recognized during those years.

(4)Other expense reimbursements include certain expenses incurred for organization and offering, acquisition and general administrative services provided to us under the Advisory Agreement, including, but not limited to, certain expenses described below after footnote 6, allocated rent paid to both third parties and affiliates of our Advisor, equipment, utilities, insurance, travel and entertainment.

(5)Includes costs reimbursed to the Advisor related to the DST Program.

(6)The cost of the property management fee, including the property accounting and construction management fees, is generally borne by the tenant or tenants at each real property, either via a direct reimbursement to us or, in the case of tenants subject to a gross lease, as part of the lease cost. In certain circumstances, we may pay a portion of the property management fee, including the property accounting and construction management fees, without reimbursement from the tenant or tenants at a real property. For certain properties, an affiliate of the Advisor provides property management, construction management and property accounting services, and receives the full property management fee, including the property accounting and construction management fees.

Certain of the expense reimbursements described in the table above include a portion of the compensation expenses of officers and employees of the Advisor or its affiliates related to activities for which the Advisor did not otherwise receive a separate fee. Amounts incurred related to these compensation expenses for the years ended December 31, 2025, 2024 and 2023, were approximately $12.7 million, $12.5 million and $12.6 million, respectively. No reimbursement is made for compensation of our named executive officers unless the named executive officer is providing stockholder services, as outlined in the Advisory Agreement.

Advisory Agreement

Ares Real Estate Income Trust Inc., the Operating Partnership and the Advisor previously entered into that certain Second Amended and Restated Advisory Agreement (2024), effective as of August 2, 2024 (the “2024 Advisory Agreement”). The term of the 2024 Advisory Agreement continued through April 30, 2025, subject to an unlimited number of successive one-year renewals. Ares Real Estate Income Trust Inc., the Operating Partnership and the Advisor renewed the 2024 Advisory Agreement on substantially the same terms through April 30, 2026, by entering into the Amended and Restated Advisory Agreement (2025) (the “2025 Advisory Agreement”), effective as of April 30, 2025.

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In addition to the renewal, the 2025 Advisory Agreement amended the 2024 Advisory Agreement to reflect certain immaterial amendments to clarify the descriptions of certain services that will continue to be provided by the Advisor and certain fees and expenses for which the Advisor will continue to be paid and/or reimbursed, as well as to clarify the meanings of certain defined terms.

Limited Partnership Agreement

On October 15, 2025, the Company and AREIT Incentive Fee LP, an affiliate of our Advisor, replaced the then-current limited partnership agreement of the Operating Partnership, by entering into the Fourteenth Amended and Restated Limited Partnership Agreement (the “Amended OP Agreement”). The Amended OP Agreement reflects changes corresponding to the creation of the Company's Class B shares of common stock and other immaterial changes.

Transactions with Affiliates

We initially contributed $2,000 into the Operating Partnership in exchange for 200 OP Units, representing the sole general partner interest in the Operating Partnership. Subsequently, we contributed 100% of the gross proceeds received from our securities offerings of common stock to the Operating Partnership in exchange for OP Units representing our interest as a limited partner of the Operating Partnership. As of December 31, 2025 and 2024, we held a 53.4% and 53.1%, respectively, limited partnership interest in the Operating Partnership. The remaining limited partnership interests in the Operating Partnership are held by third-party investors, which are classified as noncontrolling interests on the consolidated balance sheets. See “Note 13” for detail regarding our noncontrolling interests.

Apogee SPV Investment

On October 17, 2025, we entered into a subscription agreement with Apogee SPV, an affiliate of the Advisor. Pursuant to the subscription agreement, on November 3, 2025, we issued and sold to Apogee SPV 25.4 million Class B shares in a private placement that generated gross aggregate proceeds of $200.0 million, capitalized by the Sponsor and an institutional investor for the securities. The Class B shares purchased by Apogee SPV are subject to a three-year lock-up from the date of purchase. Apogee SPV has the ability to, after this three-year lock up period, redeem up to $5.0 million of shares per quarter, with such redemptions not subject to, nor eligible for redemption under, the terms of our share redemption program. The Apogee SPV also has the ability to, from time to time, require us to exchange its Class B shares for Class I-PR shares of our common stock on a one-for-one basis, up to an amount that, after giving effect to such exchange would beneficially cause Apogee SPV to beneficially own no more than 4.90% of the number of share of common stock with voting rights.

Student Housing Investment Arrangement

It is currently contemplated that the Company may enter into a Project Specialist arrangement in student housing investments. Under this arrangement, affiliates of Timberline Real Estate Ventures (“Timberline”), a fully integrated, operationally focused privately held real estate operator and investment manager specializing in the development, acquisition and operation of student housing, multifamily, and mixed-use retail/residential communities, will enter into a joint venture with affiliates of the Advisor to create a Product Specialist (collectively, with its affiliated entities, the “Student Housing Product Specialist”). For each student housing investment by the Company made through the Student Housing Product Specialist, the Student Housing Product Specialist will be retained under a management services agreement, engaged as property manager under a property management agreement and receive a profits interest through the Operating Partnership in such investment. The Student Housing Product Specialist will be paid fees for the services it provides. The Advisor or its affiliates will have an economic interest in these agreements except the profits interests, with respect to which the Advisor and its affiliates will have no economic interest. With respect to each student housing investment made under this arrangement, an affiliate of the Student Housing Project Specialist will receive a profits interest through the Operating Partnership. As of and for the year ended December 31, 2025 and 2024, there have been no student housing investments made through this arrangement nor have any fees been incurred with the Student Housing Product Specialist.

Mortgage Loan Origination Program

On November 15, 2024, our board of directors approved a mortgage loan origination program (the “Origination Program”), pursuant to which our Advisor has been delegated authority to originate and sell mortgage loans. The purpose of the Origination Program is to allow us to earn origination fees for originating mortgage loans. Our intention is to sell such mortgage loans to another party within a short period. When sold, a portion of the origination fees earned may be passed onto the subsequent purchaser of the loan. Under the terms of the Origination Program, loans may be sold to affiliates of

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the Advisor, including joint venture partnerships in which we have an interest, provided each party is responsible for their own expenses and there are no transaction, management or other fees paid by us (apart from fees and expenses it pays pursuant to the Advisory Agreement with our Advisor). We may have a direct or indirect interest in an Ares-managed fund or investment program that acquires such loans. The Origination Program authorizes the Advisor to approve co-lending arrangements for mortgage loans originated under the program, including with affiliates of the Advisor that may also originate portions of these mortgage loans to earn origination fees alongside us, pursuant to which we may originate a portion of a larger mortgage loan. Each co-lender must be responsible for their own expenses and there may be no transaction, management or other fees paid by us to the other co-lenders (apart from fees and expenses it pays pursuant to the Advisory Agreement with our Advisor). During the year ended December 31, 2025, we sold 11 loans, including one loan which was held for sale as of December 31, 2024, totaling $1.05 billion, equal to the carrying cost of the debt-related investments on the dates of sale, to a joint venture partnership in which we have an ownership interest. During the year ended December 31, 2024, we had not sold any mortgage loans originated under the Origination Program to any affiliates of our Advisor.

15. NET INCOME (LOSS) PER COMMON SHARE

The computation of our basic and diluted net income (loss) per share attributable to common stockholders is as follows:

	For the Year Ended December 31,
(in thousands, except per share data)	2025		2024		2023
Net loss attributable to common stockholders—basic	$	(68,004)	$	(37,135)	$	(62,427)
Net loss attributable to redeemable noncontrolling interests	(431)		(273)		(597)
Net loss attributable to dilutive noncontrolling interests	(58,502)		(19,935)		(20,189)
Net loss attributable to common stockholders—diluted	$	(126,937)	$	(57,343)	$	(83,213)
Weighted-average shares outstanding—basic	183,522		188,336		203,291
Incremental weighted-average shares effect of conversion of noncontrolling interests	158,847		116,843		64,265
Weighted-average shares outstanding—diluted	342,369		305,179		267,556
Net loss per share attributable to common stockholders:
Basic	$	(0.37)	$	(0.20)	$	(0.31)
Diluted	$	(0.37)	$	(0.20)	$	(0.31)

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16. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information and disclosure of non-cash investing and financing activities is as follows:

	For the Year Ended December 31,
(in thousands)	2025		2024		2023
Supplemental disclosure of cash activities:
Interest paid related to consolidated indebtedness	$	132,449	$	99,434	$	78,260
Interest paid related to DST Program	81,339		62,618		55,586
Interest paid related to secured financings	2,602		—		—
Cash paid for income taxes	15,020		8,225		—
Supplemental disclosure of non-cash investing and financing activities:
Distributions reinvested in common stock	31,596		32,112		32,618
Increase in distribution fees payable to affiliates	3,052		3,266		5,737
Increase in DST Program Loans through sale of DST Interests	99,780		63,332		51,360
Issuances of OP Units for DST Interests	220,738		639,102		228,301
Changes in assets, liabilities and noncontrolling interests from consolidation of joint venture partnership:
Net investment in real estate properties	—		75,506		—
Other assets	—		1,052		—
Accounts payable and accrued expenses	—		(550)		—
Debt, net	—		(51,471)		—
Other liabilities	—		(297)		—
Noncontrolling interests	—		(4,033)		—

Restricted Cash

Restricted cash consists of lender, insurance, property, and debt-related investment escrow accounts, utility and financing deposits, as well as investor funds received related to pending DST Interest sales. The following table presents the components of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the consolidated statements of cash flows:

	For the Year Ended December 31,
(in thousands)	2025		2024		2023
Beginning of period:
Cash and cash equivalents	$	19,554	$	15,052	$	13,336
Restricted cash	7,865		4,614		3,850
Cash, cash equivalents and restricted cash	$	27,419	$	19,666	$	17,186
End of period:
Cash and cash equivalents	$	40,059	$	19,554	$	15,052
Restricted cash	5,693		7,865		4,614
Cash, cash equivalents and restricted cash	$	45,752	$	27,419	$	19,666

17. COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, we and our subsidiaries may be involved in various claims and legal actions arising in the ordinary course of business. As of December 31, 2025, we and our subsidiaries were not involved in any material legal proceedings.

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Environmental Matters

A majority of the properties we acquire have been or will be subject to environmental reviews either by us or the previous owners. In addition, we may incur environmental remediation costs associated with certain land parcels we may acquire in connection with the development of land. We have acquired or may in the future acquire certain properties in urban and industrial areas that may have been leased to or previously owned by commercial and industrial companies that discharged hazardous materials. We may purchase various environmental insurance policies to mitigate our exposure to environmental liabilities. We are not aware of any unmitigated environmental liabilities that we believe would have a material adverse effect on our business, financial condition, or results of operations as of December 31, 2025.

Unfunded Commitments

As of December 31, 2025, we had unfunded commitments of $442.0 million to fund various investments in real estate debt and securities and investments in unconsolidated joint venture partnerships.

18. SEGMENT FINANCIAL INFORMATION

Our seven reportable segments are residential properties, industrial properties, retail properties, office properties, data center properties, other properties and investments in real estate debt and securities. Factors used to determine our reportable segments include the physical and economic characteristics of our properties and/or investments and the related operating activities. Our chief operating decision maker (“CODM”) is Jay W. Glaubach, Partner and Co-President.

Our CODM relies on net operating income, among other factors, to make decisions about allocating resources and assessing segment performance. Net operating income is the key performance metric that captures the unique operating characteristics of each segment. Net investment in real estate properties, investments in real estate debt and securities, restricted cash, tenant receivables, straight-line rent receivables and other assets directly assignable to a property or investment are allocated to the segment groupings. Corporate items that are not directly assignable to a property, such as investments in unconsolidated joint venture partnerships and DST Program Loans, are not allocated to segment groupings, but are reflected as reconciling items.

The following table reflects our total consolidated assets by segment as of December 31, 2025 and 2024:

	As of
(in thousands)	December 31, 2025		December 31, 2024 (1)
Assets:
Residential properties	$	2,317,415	$	2,126,453
Industrial properties	2,297,995		1,664,506
Retail properties	485,687		497,184
Office properties	325,218		367,025
Data center properties	688,390		—
Other properties (2)	169,768		149,847
Investments in real estate debt and securities	303,232		353,258
Total segment assets	6,587,705		5,158,273
Corporate	680,819		572,976
Total assets	$	7,268,524	$	5,731,249

____________________________________________________

(1)As of December 31, 2024, our debt-related investments classified as held for sale are included in the corporate grouping.

(2)Includes self-storage properties.

We consider net operating income, a non-GAAP financial measure, to be an appropriate supplemental performance measure and believe net operating income provides useful information regarding our financial condition and results of operations because net operating income reflects the operating performance of our investments and excludes certain items that are not considered to be controllable in connection with the management of the investments, such as real estate-related depreciation and amortization, general and administrative expenses, advisory fees, impairment charges, interest expense,

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gains on sale of properties, other income and expenses, gains and losses on the extinguishment of debt and noncontrolling interests. However, net operating income should not be viewed as an alternative measure of our financial performance since it excludes such items, which could materially impact our results of operations. Further, our net operating income may not be comparable to that of other real estate companies, as they may use different methodologies for calculating net operating income. Therefore, we believe net income, as defined by GAAP, to be the most appropriate measure to evaluate our overall financial performance.

The following table is a reconciliation of our reported net income (loss) attributable to common stockholders to our net operating income for the years ended December 31, 2025, 2024 and 2023.

	For the Year Ended December 31,
(in thousands)	2025		2024		2023
Net loss attributable to common stockholders	$	(68,004)	$	(37,135)	$	(62,427)
Real estate-related depreciation and amortization	196,808		152,777		149,985
General and administrative expenses	13,662		12,808		11,824
Advisory fees	51,296		40,786		38,645
Performance participation allocation	16,544		—		—
Acquisition costs and reimbursements	6,868		7,034		7,034
Valuation allowance on debt-related investment	—		—		(1,799)
(Income) loss from unconsolidated joint venture partnerships	(48,568)		(14,531)		3,578
Interest expense	251,369		188,318		148,517
Gain on sale of real estate property	(57,200)		(12,913)		(36,884)
(Gain) loss on financial assets	(407)		17		—
Loss (gain) on financing obligations	54,776		2,034		(932)
(Gain) loss on extinguishment of debt and financing obligations, net	(32,741)		(41,050)		700
Loss (gain) on derivative instruments	7		(402)		(126)
Provision for current expected credit losses	(464)		(1,533)		1,997
Other income and expenses	(11,134)		(6,583)		(4,950)
Income tax expense	17,953		11,842		—
Net loss attributable to redeemable noncontrolling interests	(431)		(273)		(597)
Net loss attributable to noncontrolling interests	(58,751)		(19,935)		(20,189)
Net operating income	$	331,583	$	281,261	$	234,376

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The following table sets forth consolidated financial results by segment for the years ended December 31, 2025, 2024 and 2023:

(in thousands)	Residential		Industrial		Retail		Office		Data Center		Other<br>Properties		Debt and<br>Securities		Consolidated
2025
Rental revenues	$	177,232	$	150,831	$	60,405	$	48,660	$	2,039	$	13,437	$	—	$	452,604
Debt-related income	—		—		—		—		—		—		46,231		46,231
Rental expenses	(86,490)		(36,061)		(16,030)		(22,932)		(108)		(5,631)		—		(167,252)
Net operating income	$	90,742	$	114,770	$	44,375	$	25,728	$	1,931	$	7,806	$	46,231	$	331,583
2024
Rental revenues	$	140,014	$	112,376	$	61,206	$	50,103	$	—	$	7,152	$	—	$	370,851
Debt-related income	—		—		—		—		—		—		46,642		46,642
Rental expenses	(66,268)		(27,817)		(15,880)		(23,422)		—		(2,845)		—		(136,232)
Net operating income	$	73,746	$	84,559	$	45,326	$	26,681	$	—	$	4,307	$	46,642	$	281,261
2023
Rental revenues	$	120,706	$	91,145	$	58,916	$	51,096	$	—	$	132	$	—	$	321,995
Debt-related income	—		—		—		—		—		—		31,175		31,175
Rental expenses	(57,923)		(20,083)		(15,575)		(25,165)		—		(48)		—		(118,794)
Net operating income	$	62,783	$	71,062	$	43,341	$	25,931	$	—	$	84	$	31,175	$	234,376

19. SUBSEQUENT EVENTS

Issuance of OP Units

On March 1, 2026, 22.6 million OP Units were issued in exchange for DST Interests for a net investment of $183.2 million in accordance with our UPREIT structure. In addition, we paid $1.6 million in cash in exchange for DST Interests. The net carrying value of the related financing obligation liability and DST Program Loans was $203.2 million as of the date the OP Units were issued.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the direction of our principal executive officer and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based upon criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Distribution Reinvestment Plan Suitability Requirement

Pursuant to the terms of our distribution reinvestment plans (“DRIP”), participants in the DRIP must promptly notify us if at any time they fail to meet the current suitability requirements for making an investment in us.

The current suitability standards for Class E stockholders participating in the DRIP are listed in the section entitled “Suitability Standards” in our current Class E prospectus on file at www.sec.gov.

The current suitability standards for Class T-R, Class S-R, Class D-R and Class I-R stockholders participating in the DRIP are listed in the section entitled “Suitability Standards” in our current Class T-R, Class S-R, Class D-R and Class I-R DRIP-only fourth public offering prospectus on file at www.sec.gov.

Stockholders can notify us of any changes to their ability to meet the suitability requirements or change their DRIP election by contacting us at Ares Real Estate Income Trust Inc., Investor Relations, One Tabor Center, 1200 Seventeenth Street, Suite 2900, Denver, Colorado 80202, Telephone: (303) 228-2200.

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item will be included under the headings “Board of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance” in our definitive proxy statement for our 2026 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item will be included under the heading “Compensation of Directors and Executive Officers” in our definitive proxy statement for our 2026 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our 2026 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item will be included under the heading “Certain Relationships and Related Transactions” in our definitive proxy statement for our 2026 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be included under the heading “Principal Accountant Fees and Services” in our definitive proxy statement for our 2026 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)1. Financial Statements—The financial statements are included under Item 8 of this report.

Financial Statement Schedule—The following financial statement schedule is included in Item 15(c):

Schedule III—Real Estate and Accumulated Depreciation.

All other financial statement schedules are not required under the related instructions or because the required information has been disclosed in the consolidated financial statements and the notes related thereto.

(b)Exhibits

The following exhibits are filed as part of this Annual Report on Form 10-K:

Exhibit<br>Number	Description
3.1	Second Articles of Restatement. Incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed with the SEC on August 6, 2024.
3.2	Articles of Amendment, filed October 14, 2025. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 17, 2025.
3.3	Articles Supplementary, filed October 14, 2025. Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on October 17, 2025.
3.4	Tenth Amended and Restated Bylaws. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on March 3, 2023.
4.1	Sixth Amended and Restated Distribution Reinvestment Plan. Incorporated by reference to Exhibit 99.2 to the Current Report filed with the SEC on August 6, 2024.
4.2	Private Offering Distribution Reinvestment Plan. Incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024.
4.3	Fifth Amended and Restated Share Redemption Program, effective as of October 17, 2025. Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the SEC on October 17, 2025.
4.4	Statement regarding transfer restrictions, preferences, limitations and rights of holders of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates). Incorporated by reference to Exhibit 4.3 to the Post-Effective Amendment No. 30 to Registration Statement on Form S-11 (File No. 333-252212) filed with the SEC on August 22, 2024.
4.5	Multiple Class Plan. Incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed with the SEC on October 17, 2025.
4.6*	Description of Securities Registered Pursuant to Section 12(g) of the Securities Exchange Act of 1934.
10.1	Amended and Restated Advisory Agreement (2025), effective as of April 30, 2025. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 6 , 2025.
10.2	Form of Indemnification Agreement for officers and directors. Incorporated by reference to Exhibit 10.4 to Amendment No. 5 to the Registration Statement on Form S-11 (File No. 333-125338) filed with the SEC on January 13, 2006.
10.3	Subscription Agreement by and between Ares Real Estate Income Trust Inc. and Ares Apogee Finance HoldCo L.P., dated October 17, 2025. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 17, 2025.
10.4	Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 7, 2025.
10.5	Form of Independent Director Restricted Stock Unit Notice and Independent Director Restricted Stock Unit Agreement. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 7, 2025.

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Exhibit<br>Number	Description
10.6	Facilitation Fee Agreement between Ares Diversified Real Estate Exchange LLC (formerly Black Creek Exchange LLC) and Ares Commercial Real Estate Management as successor in interest to Black Creek Diversified Property Advisors LLC. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed August 17, 2018.
10.7	Side Letter between ADREX Manager LLC (formerly BC Exchange Manager LLC) and BC Exchange Advisor LLC. Incorporated by reference to Exhibit 10.30 to the Post-Effective Amendment No. 10 to Registration Statement on Form S-11 (File No. 333-197767) filed with the SEC on September 1, 2017.
10.8	Amendment to Agreement between ADREX Manager LLC (formerly BC Exchange Manager LLC) and BC Exchange Advisor LLC. Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on August 17, 2018.
10.9	Second Amendment to Agreement between ADREX Manager (formerly BC Exchange Manager LLC) and BC Exchange Advisor LLC. Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on August 17, 2018.
10.10	Selected Dealer Agreement with Morgan Stanley Smith Barney LLC. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 13, 2017.
10.11	Fourth Amended and Restated Dealer Manager Agreement, including Form of Selected Dealer Agreement. Incorporated by reference to Exhibit 1.1 to the Post-Effective Amendment No. 1 to Registration Statement on Form S-11A (File No. 333-252212) filed with the SEC on January 11, 2022.
10.12	Third Amendment to Agreement between ADREX Manager LLC (formerly BC Exchange Manager LLC) and BC Exchange Advisor LLC. Incorporated by reference to Exhibit 10.38 of the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2019.
10.13	Form of Trust Agreement. Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K filed with the SEC on March 5, 2020.
10.14	Form of Master Lease. Incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K filed with the SEC on March 5, 2020.
10.15	Form of Guaranty. Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K filed with the SEC on March 5, 2020.
10.16	First Amendment to Facilitation Fee Agreement between Ares Diversified Real Estate Exchange LLC (formerly Black Creek Exchange LLC) and Ares Commercial Real Estate Management as successor in interest to Black Creek Diversified Property Advisors LLC. Incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K filed with the SEC on March 5, 2020.
10.17	Fourteenth Amended and Restated Limited Partnership Agreement of AREIT Operating Partnership LP dated as of October 15, 2025. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on October 17, 2025.
10.18	Third Amended and Restated Credit and Term Loan Agreement by and among AREIT Operating Partnership LP (f/k/a Black Creek Diversified Property Operating Partnership LP) and Bank of America, N.A and the lenders thereto. Incorporated by reference to Exhibit 10.20 to the Post-Effective Amendment No. 1 to Registration Statement on Form S-11A (File No. 333-252212) filed with the SEC on January 11, 2022.
10.19	Real Estate Purchase and Sale Agreement, dated April 7, 2022, for the purchase of the Sherman Portfolio. Incorporated by reference to Exhibit 10.21 to the Post-Effective Amendment No. 48 to Registration Statement on Form S-11 (File No. 333-222630) filed with the SEC on April 14, 2022.
10.20	First Amendment to Credit Agreement, dated as of July 18, 2022, among AREIT Operating Partnership LP (f/k/a Black Creek Diversified Property Operating Partnership LP), the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A. Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K filed with the SEC on March 20, 2023.

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Exhibit<br>Number	Description
10.21	Fourth Amended and Restated Credit and Term Loan Agreement, dated as of June 18, 2025, by and among AREIT Operating Partnership LP, as borrower, and Bank of America, N.A, as Administrative Agent. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 25, 2025.
10.22	Form of Profit Interest Grant Letter. Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K filed with the SEC on March 13, 2024.
10.23	Form of Property Management Agreement. Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on August 11, 2023.
10.24	Form of Management Services Agreement. Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on August 11, 2023.
10.25	Third Amendment to Third Amended and Restated Credit and Term Loan Agreement, dated August 18, 2023, among AREIT Operating Partnership LP (f/k/a Black Creek Diversified Property Operating Partnership LP), the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A. Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023.
10.26	Fourth Amendment to Third Amended and Restated Credit and Term Loan Agreement, dated as of June 27, 2024, among AREIT Operating Partnership LP (f/k/a Black Creek Diversified Property Operating Partnership LP) and Bank of America, N.A, as Administrative Agent. Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024.
10.27	Fifth Amendment to Third Amended and Restated Credit and Term Loan Agreement, dated as of September 24, 2024, among AREIT Operating Partnership LP (f/k/a Black Creek Diversified Property Operating Partnership LP), the Guarantors party hereto, the Lenders party hereto, and Bank of America, N.A, as Administrative Agent. Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024.
10.28*	Amended and Restated Dealer Manager Agreement, dated December 19, 2025 and effective as of January 2, 2026, by and among Ares Real Estate Income Trust Inc., Ares Wealth Management Solutions, LLC and Ares Management Capital Markets LLC.
19.1	Insider Trading Policy. Incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the SEC on March 6, 2025.
21.1*	List of Subsidiaries of Ares Real Estate Income Trust Inc.
23.1*	Consent of KPMG LLP.
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1*	Consent of Altus Group U.S., Inc.
99.2	Net Asset Value Calculation and Valuation Procedures. Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the SEC on December 15, 2025.
101	The following materials from Ares Real Estate Income Trust Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 5, 2026 , formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

____________________________________________________

*Filed or furnished herewith.

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ARES REAL ESTATE INCOME TRUST INC.

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION

As of December 31, 2025

					Initial Cost to Company								Gross Amount Carried at December 31, 2025
($ in thousands)	Location	No. of<br>Buildings	Debt (1)		Land		Buildings and<br>Improvements (2)		Total Costs		Cost <br>Capitalized or<br>Adjustments<br>Subsequent to<br>Acquisition (4)		Land		Buildings and<br>Improvements (2)		Total Costs<br>(3, 4)		Accumulated<br>Depreciation<br>(4, 5, 6)		Acquisition Date
Residential properties:
The Daley	Rockville, MD	4	$	58,905	$	15,139	$	80,500	$	95,639	$	1,648	$	15,139	$	82,148	$	97,287	$	(16,671)	7/2/2019
Juno Winter Park	Winter Park, FL	1	46,306		9,129		75,420		84,549		1,346		9,129		76,766		85,895		(14,315)		7/9/2019
Perimeter	Sandy Springs, GA	1	67,682		17,407		99,763		117,170		1,143		17,407		100,906		118,313		(19,268)		12/19/2019
The Palms	Davie, FL	15	62,154		18,737		60,475		79,212		4,207		18,737		64,682		83,419		(12,048)		11/3/2020
oLiv Tucson	Tucson, AZ	1	85,000		—		125,003		125,003		1,017		—		126,020		126,020		(15,079)		10/20/2021
Arabelle Clearwater	Clearwater, FL	10	60,843		11,633		104,719		116,352		349		11,633		105,068		116,701		(13,197)		11/30/2021
Vue 1400	West Palm Beach, FL	1	51,551		12,835		69,800		82,635		299		12,835		70,099		82,934		(9,187)		12/21/2021 (7)
Arabelle Riverwalk	Tampa Bay, FL	1	117,063		20,005		214,045		234,050		912		20,005		214,957		234,962		(25,243)		12/28/2021
Skye 750	King of Prussia, PA	1	—		12,535		80,310		92,845		770		12,535		81,080		93,615		(9,993)		1/5/2022
Arabelle City Center	Pembroke, FL	11	—		15,776		141,006		156,782		3,116		15,776		144,122		159,898		(16,559)		4/12/2022
Dallas Cityline	Richardson, TX	1	—		6,281		104,812		111,093		1,320		6,281		106,132		112,413		(12,642)		4/13/2022
Dallas Wycliff	Dallas, TX	3	—		14,021		80,062		94,083		2,144		14,021		82,206		96,227		(10,034)		4/13/2022
Dallas Maple District	Dallas, TX	2	—		14,725		78,364		93,089		1,440		14,725		79,804		94,529		(9,487)		4/13/2022
San Vance	San Antonio, TX	14	—		8,860		68,726		77,586		801		8,860		69,527		78,387		(8,964)		4/13/2022
San Stone Oak	San Antonio, TX	15	27,697		4,569		68,036		72,605		982		4,569		69,018		73,587		(8,725)		4/13/2022
Arabelle Lincoln Station	Denver, CO	1	—		5,798		74,288		80,086		1,117		5,798		75,405		81,203		(5,687)		8/16/2023
BLVD Dallas	Dallas, TX	7	—		7,752		50,298		58,050		2,398		7,752		52,696		60,448		(4,203)		9/15/2023
Regency at Johns Creek Walk	Atlanta, GA	5	—		9,150		50,665		59,815		2,384		9,150		53,049		62,199		(4,089)		11/6/2023
CERU Boca Raton	Boca Raton, FL	1	—		12,766		126,952		139,718		542		12,766		127,494		140,260		(7,456)		5/15/2024
Mercury NoDa	Charlotte, NC	1	—		8,465		64,149		72,614		1,473		8,465		65,622		74,087		(2,936)		11/13/2024
The Artizia at Loso	Charlotte, NC	1	—		12,471		83,260		95,731		487		12,471		83,747		96,218		(3,647)		11/19/2024
Everlight	Redmond, WA	1	—		19,352		104,018		123,370		581		19,352		104,599		123,951		(4,405)		12/4/2024
Zaterra	Chandler, AZ	31	—		12,682		125,033		137,715		217		12,682		125,250		137,932		(3,620)		5/14/2025
Eden at Lakeview	Atlanta, GA	4	—		7,078		105,374		112,452		87		7,078		105,461		112,539		(2,526)		7/30/2025
Total residential properties		133	$	577,201	$	277,166	$	2,235,078	$	2,512,244	$	30,780	$	277,166	$	2,265,858	$	2,543,024	$	(239,981)
Industrial properties:
Vasco Road	Livermore, CA	1	$	17,435	$	4,880	$	12,019	$	16,899	$	91	$	4,880	$	12,110	$	16,990	$	(4,342)	7/21/2017
Northgate	North Las Vegas, NV	1	22,605		3,940		20,715		24,655		115		3,943		20,827		24,770		(6,702)		7/26/2017
Stafford Grove	Stafford, TX	3	28,525		8,540		28,879		37,419		3,925		8,586		32,758		41,344		(10,054)		4/9/2018
Kaiser Business Center	Folcroft, PA	2	17,739		6,140		12,730		18,870		2,190		6,140		14,920		21,060		(4,868)		12/10/2018
Tri-County DC	Schertz, TX	1	16,819		2,346		18,400		20,746		1,242		2,346		19,642		21,988		(5,199)		2/13/2019
Florence Logistics Center	Florence, KY	1	14,358		1,791		16,968		18,759		217		1,791		17,185		18,976		(4,742)		5/14/2019
World Connect Logistics Center	Indianapolis, IN	1	32,386		4,983		39,172		44,155		583		4,983		39,755		44,738		(10,356)		9/27/2019
Tri-County DC II A	Schertz, TX	1	9,004		1,280		8,562		9,842		544		1,280		9,106		10,386		(2,602)		10/1/2019
Aurora DC	Aurora, IL	1	7,562		1,681		6,887		8,568		1,059		1,681		7,946		9,627		(2,596)		12/13/2019
Railhead DC	Dallas/Fort Worth, TX	1	—		2,102		17,475		19,577		212		2,102		17,687		19,789		(4,617)		2/4/2020
Tri-County DC II B	Schertz, TX	1	2,393		455		2,429		2,884		166		455		2,595		3,050		(733)		2/14/2020
Sterling IC	Washington, DC	1	3,488		1,976		3,369		5,345		176		1,976		3,545		5,521		(908)		3/25/2020
Clayton Commerce Center	Atlanta, GA	1	48,013		7,403		51,886		59,289		7,196		7,403		59,082		66,485		(17,066)		6/26/2020
Bay Area Commerce Center	East Bay, CA	1	30,984		10,135		38,672		48,807		1,699		10,135		40,371		50,506		(7,976)		8/27/2020
Air Tech DC	Louisville, KY	2	3,019		615		18,471		19,086		684		616		19,154		19,770		(4,414)		10/16/2020
East Columbia IC	Portland, OR	2	11,620		3,352		11,726		15,078		644		3,352		12,370		15,722		(4,273)		12/2/2020
Plainfield LC	Indianapolis, IN	1	11,711		2,514		17,260		19,774		70		2,514		17,330		19,844		(3,239)		12/16/2020
395 LC	Reno, NV	1	54,407		6,752		61,784		68,536		1,096		6,752		62,880		69,632		(13,283)		12/21/2020
Radar Distribution Center	Northampton, PA	1	25,911		7,167		42,373		49,540		750		7,167		43,123		50,290		(6,701)		3/31/2021
Intermountain Space Center	Salt Lake City, UT	1	44,509		14,786		48,645		63,431		3,616		14,786		52,261		67,047		(15,714)		6/30/2021

Table of Contents

				Initial Cost to Company				Gross Amount Carried at December 31, 2025
($ in thousands)	Location	No. of<br>Buildings	Debt (1)	Land	Buildings and<br>Improvements (2)	Total Costs	Cost <br>Capitalized or<br>Adjustments<br>Subsequent to<br>Acquisition (4)	Land	Buildings and<br>Improvements (2)	Total Costs<br>(3, 4)	Accumulated<br>Depreciation<br>(4, 5, 6)	Acquisition Date
Airway Industrial Park	San Diego, CA	1	22,439	5,740	18,616	24,356	2,096	5,740	20,712	26,452	(3,381)	7/9/2021
Greenwood Business Center	Greenwood, IN	1	—	858	16,251	17,109	69	858	16,320	17,178	(3,596)	8/2/2021
25 Linden Industrial Center	Jersey City, NJ	1	16,722	7,764	9,576	17,340	265	7,764	9,841	17,605	(3,399)	8/31/2021
Little Orchard Business Park	San Jose, CA	4	50,472	51,265	48,147	99,412	2,361	51,265	50,508	101,773	(16,203)	9/8/2021
Tustin Business Center	Tustin, CA	2	22,070	22,734	12,233	34,967	517	22,734	12,750	35,484	(3,567)	9/22/2021
Campus Drive IC	Burlington, NJ	1	4,086	2,364	4,288	6,652	45	2,364	4,333	6,697	(1,250)	10/7/2021
Long Island Logistics Center	Islandia, NY	1	13,155	4,927	16,198	21,125	406	4,927	16,604	21,531	(4,151)	12/9/2021
Phoenix IC	Phoenix, AZ	1	11,619	4,709	12,895	17,604	359	4,709	13,254	17,963	(3,864)	12/13/2021
Tempe IC	Tempe, AZ	1	18,259	3,628	24,857	28,485	395	3,628	25,252	28,880	(6,336)	12/13/2021
Las Vegas IC	Las Vegas, NV	2	6,148	2,623	6,186	8,809	212	2,623	6,398	9,021	(1,550)	12/13/2021
General Washington IC	Alexandria, VA	1	7,076	2,452	8,599	11,051	852	2,452	9,451	11,903	(2,110)	1/7/2022
Western Food Center	Denver, CO	2	21,332	10,399	28,989	39,388	306	10,399	29,295	39,694	(7,577)	1/14/2022
Orlando LC I & II	Orlando, FL	2	—	8,975	88,020	96,995	3,053	8,975	91,073	100,048	(13,835)	2/17/2022
Orlando LC III & IV	Orlando, FL	2	24,099	3,198	40,505	43,703	1,438	3,198	41,943	45,141	(6,406)	2/17/2022
Orlando LC V	Orlando, FL	1	—	1,939	33,219	35,158	801	1,939	34,020	35,959	(7,736)	2/17/2022
Orlando LC VI	Orlando, FL	1	—	3,405	26,043	29,448	188	3,405	26,231	29,636	(4,563)	2/17/2022
Orlando LC VII	Orlando, FL	1	—	3,156	20,404	23,560	936	3,156	21,340	24,496	(5,760)	2/17/2022
Gillingham IC	Sugarland, TX	1	11,988	2,283	18,268	20,551	68	2,283	18,336	20,619	(2,982)	6/10/2022
Glen Afton IC	Charlotte, NC	1	—	2,294	19,742	22,036	693	2,294	20,435	22,729	(3,762)	6/17/2022
East 56th Ave IC	Denver, CO	1	—	4,724	14,317	19,041	553	4,724	14,870	19,594	(3,705)	6/17/2022
Pine Vista IC	Houston, TX	1	—	2,952	15,838	18,790	845	2,952	16,683	19,635	(3,912)	6/17/2022
Tri-County Parkway IC	San Antonio, TX	1	—	1,579	11,205	12,784	2,356	1,579	13,561	15,140	(3,111)	6/17/2022
Miami NW 114th IC	Miami, FL	1	—	5,533	6,489	12,022	3,175	5,533	9,664	15,197	(1,895)	6/17/2022
North Harney IC	Tampa, FL	1	—	3,586	4,439	8,025	1,502	3,586	5,941	9,527	(1,426)	6/17/2022
Wes Warren Drive IC	New York, NY	1	—	1,537	5,978	7,515	914	1,537	6,892	8,429	(1,852)	6/17/2022
New Albany IC	Moorestown, NJ	1	—	5,630	11,914	17,544	611	5,630	12,525	18,155	(3,214)	6/17/2022
North 5th Street CC	Philadelphia, PA	1	11,759	4,359	18,945	23,304	6,046	4,359	24,991	29,350	(4,987)	6/24/2022
VM8 Logistics Center	Houston, TX	1	11,865	2,166	15,345	17,511	4,890	2,166	20,235	22,401	(1,227)	1/19/2023
Moreno Valley Distribution Center	Moreno Valley, CA	1	20,656	3,955	29,466	33,421	155	3,955	29,621	33,576	(3,839)	5/2/2023
SLC Logistics Center	Salt Lake City, UT	2	—	17,224	59,861	77,085	130	17,224	59,991	77,215	(7,013)	9/26/2023
Cindel Drive Business Park	Delran, NJ	2	—	6,282	19,352	25,634	370	6,282	19,722	26,004	(3,267)	12/19/2023
Metro North IC	Methuen, MA	1	—	6,908	49,604	56,512	620	6,908	50,224	57,132	(5,398)	5/8/2024
Sugar Land CC	Sugarland, TX	2	—	7,336	28,568	35,904	280	7,336	28,848	36,184	(2,897)	6/28/2024
Pima Street Logistics Center	Phoenix, AZ	1	—	3,793	15,165	18,958	158	3,793	15,323	19,116	(1,385)	10/1/2024
Southpark Logistics Center I	Grove City, OH	1	—	2,199	26,714	28,913	1	2,199	26,715	28,914	(1,346)	12/20/2024
Southpark Logistics Center II	Grove City, OH	1	—	2,589	26,495	29,084	1	2,589	26,496	29,085	(1,434)	12/20/2024
Southpark Logistics Center III	Grove City, OH	1	—	1,503	15,385	16,888	1	1,503	15,386	16,889	(710)	12/20/2024
Grove City Logistics Center	Grove City, OH	1	—	2,515	17,889	20,404	—	2,515	17,889	20,404	(1,190)	12/20/2024
Whitestown Distribution Center I	Whitestown, IN	1	—	1,451	11,137	12,588	—	1,451	11,137	12,588	(739)	12/20/2024
Whitestown Distribution Center II	Whitestown, IN	1	—	2,449	21,406	23,855	36	2,449	21,442	23,891	(1,249)	12/20/2024
Whitestown Distribution Center III	Whitestown, IN	1	—	815	8,491	9,306	—	815	8,491	9,306	(354)	12/20/2024
Greenfield Distribution Center	Greenfield, IN	1	—	828	7,073	7,901	9	828	7,082	7,910	(534)	12/20/2024
Fairfield Commerce Center	Fairfield, OH	1	—	967	14,107	15,074	65	967	14,172	15,139	(1,446)	12/20/2024
Richmond Airport Logistics I	Henrico, VA	1	—	1,876	26,418	28,294	—	1,876	26,418	28,294	(1,134)	12/20/2024
Richmond Airport Logistics II	Henrico, VA	1	—	1,648	27,222	28,870	—	1,648	27,222	28,870	(1,025)	12/20/2024
Richmond Airport Logistics III	Henrico, VA	1	—	1,451	15,496	16,947	—	1,451	15,496	16,947	(907)	12/20/2024

Table of Contents

					Initial Cost to Company								Gross Amount Carried at December 31, 2025
($ in thousands)	Location	No. of<br>Buildings	Debt (1)		Land		Buildings and<br>Improvements (2)		Total Costs		Cost <br>Capitalized or<br>Adjustments<br>Subsequent to<br>Acquisition (4)		Land		Buildings and<br>Improvements (2)		Total Costs<br>(3, 4)		Accumulated<br>Depreciation<br>(4, 5, 6)		Acquisition Date
Richmond Airport Logistics Center IV	Richmond, VA	—	—		2,307		—		2,307		11,235		2,307		11,235		13,542		—		2/19/2025
Foster Commerce Center I	Portland, OR	1	—		2,972		15,504		18,476		1		2,972		15,505		18,477		(736)		4/30/2025
Foster Commerce Center II	Portland, OR	1	—		4,693		26,157		30,850		1		4,693		26,158		30,851		(1,230)		4/30/2025
Chantilly Industrial Center	Chantilly, VA	1	—		6,576		11,433		18,009		1		6,576		11,434		18,010		(458)		5/14/2025
Research Drive Logistics Center	Boston, MA	1	—		2,621		25,599		28,220		1		2,621		25,600		28,221		(690)		5/27/2025
Constitution Drive Logistics Center	Boston, MA	1	—		2,072		19,921		21,993		—		2,072		19,921		21,993		(662)		5/27/2025
Junction Drive Distribution Center	Annapolis Junction, MD	1	—		1,480		12,312		13,792		3		1,480		12,315		13,795		(469)		8/15/2025
Jessup Industrial Center	Jessup, MD	1	—		2,209		16,976		19,185		16		2,209		16,992		19,201		(591)		8/15/2025
Arlington Distribution Center	Arlington, TX	1	—		1,454		22,967		24,421		3		1,454		22,970		24,424		(569)		8/20/2025
Fort Worth Industrial Center	Fort Worth, TX	1	—		2,469		38,244		40,713		—		2,469		38,244		40,713		(743)		8/20/2025
Northlake Logistics Center	Denton, TX	1	—		6,471		39,903		46,374		—		6,471		39,903		46,374		(1,068)		8/20/2025
Fort Worth Distribution Center	Fort Worth, TX	1	—		4,688		65,889		70,577		—		4,688		65,889		70,577		(860)		8/20/2025
Elkton Commerce Center	Elkton, MD	1	—		11,231		68,971		80,202		43		11,231		69,014		80,245		(1,000)		9/8/2025
Orchard Gateway Logistics Center	Aurora, IL	1	—		9,602		72,146		81,748		3		9,602		72,149		81,751		(922)		9/12/2025
Woodinville Distribution Center Building A	Woodinville, WA	1	—		8,625		67,431		76,056		—		8,625		67,431		76,056		(609)		10/7/2025
Woodinville Distribution Center Building B	Woodinville, WA	1	—		7,585		30,337		37,922		230		7,585		30,567		38,152		(229)		10/7/2025
Laredo Logistics Center	Laredo, TX	1	—		7,775		57,654		65,429		—		7,775		57,654		65,429		(241)		11/25/2025
206 Grove Street	Franklin, MA	1	—		4,185		30,775		34,960		—		4,185		30,775		34,960		(6)		12/29/2025
Total industrial properties		99	$	676,233	$	424,421	$	2,077,996	$	2,502,417	$	75,590	$	424,471	$	2,153,536	$	2,578,007	$	(304,692)
Retail properties:
Beaver Creek	Apex, NC	1	$	—	$	12,426	$	31,375	$	43,801	$	1,490	$	9,955	$	35,336	$	45,291	$	(18,039)	5/11/2007
Sandwich	Sandwich, MA	1	—		7,380		25,778		33,158		1,416		7,380		27,194		34,574		(14,030)		8/1/2007
Wareham	Wareham, MA	1	—		10,694		26,241		36,935		3,104		9,049		30,990		40,039		(16,917)		8/1/2007
Hyannis	Hyannis, MA	1	—		10,405		917		11,322		—		10,405		917		11,322		(917)		8/1/2007
Meriden	Meriden, CT	1	—		6,560		22,014		28,574		(1)		6,560		22,013		28,573		(11,738)		8/1/2007
Whitman 475 Bedford Street	Whitman, MA	1	—		3,610		11,682		15,292		—		3,610		11,682		15,292		(6,537)		8/1/2007
New Bedford	New Bedford, MA	1	2,834		3,790		11,152		14,942		—		3,790		11,152		14,942		(7,524)		10/18/2007
270 Center	Washington, DC	1	—		11,759		24,061		35,820		5,620		11,759		29,681		41,440		(15,278)		4/6/2009
Springdale	Springfield, MA	1	—		11,866		723		12,589		9		11,866		732		12,598		(728)		2/18/2011
Saugus	Saugus, MA	1	—		3,783		9,713		13,496		1,839		3,783		11,552		15,335		(6,462)		3/17/2011
Salt Pond	Narragansett, RI	2	—		8,759		40,233		48,992		2,621		8,759		42,854		51,613		(16,121)		11/4/2014
South Cape	Mashpee, MA	6	—		9,936		27,552		37,488		6,298		10,307		33,479		43,786		(11,956)		3/18/2015
Shenandoah	Davie, FL	3	—		10,501		27,397		37,898		2,055		10,501		29,452		39,953		(9,765)		8/6/2015
Chester Springs	Chester, NJ	4	—		7,376		51,155		58,531		8,693		7,376		59,848		67,224		(21,675)		10/8/2015
Yale Village	Tulsa, OK	4	—		3,492		30,655		34,147		2,090		3,492		32,745		36,237		(11,372)		12/9/2015
Suniland Shopping Center	Pinecrest, FL	4	—		34,804		33,902		68,706		7,800		34,804		41,702		76,506		(13,350)		5/27/2016
Village at Lee Branch	Birmingham, AL	2	—		10,476		32,461		42,937		2,521		10,476		34,982		45,458		(9,504)		1/29/2020
Barrow Crossing	Bethlehem, GA	5	—		5,539		50,208		55,747		2,979		5,539		53,187		58,726		(13,709)		6/22/2021
Total retail properties		40	$	2,834	$	173,156	$	457,219	$	630,375	$	48,534	$	169,411	$	509,498	$	678,909	$	(205,622)
Office properties:
1300 Connecticut	Washington, DC	1	$	—	$	25,177	$	41,250	$	66,427	$	28,603	$	25,177	$	69,853	$	95,030	$	(38,079)	3/10/2009
CityView	Austin, TX	4	—		4,606		65,250		69,856		16,556		4,606		81,806		86,412		(32,534)		4/24/2015
Eden Prairie	Eden Prairie, MN	1	—		3,538		25,865		29,403		10,218		3,538		36,083		39,621		(16,710)		10/3/2008
3 Second Street	Jersey City, NJ	1	—		16,800		193,742		210,542		60,763		16,800		254,505		271,305		(142,090)		6/25/2010
350 Carter Road	Princeton, NJ	1	—		3,966		28,670		32,636		2,354		3,966		31,024		34,990		(4,323)		4/27/2022
107 Morgan Lane	Plainsboro, NJ	1	—		1,589		10,680		12,269		631		1,589		11,311		12,900		(2,683)		10/28/2022
Total office properties		9	$	—	$	55,676	$	365,457	$	421,133	$	119,125	$	55,676	$	484,582	$	540,258	$	(236,419)
Data Center properties:
Nova I	Leesburg, VA	1	$	—	$	42,865	$	246,680	$	289,545	$	—	$	42,865	$	246,680	$	289,545	$	(464)	12/15/2025
Nova II	Leesburg, VA	1	—		60,260		339,267		399,527		—		60,260		339,267		399,527		(645)		12/15/2025
Total data center properties		2	$	—	$	103,125	$	585,947	$	689,072	$	—	$	103,125	$	585,947	$	689,072	$	(1,109)

Table of Contents

					Initial Cost to Company								Gross Amount Carried at December 31, 2025
($ in thousands)	Location	No. of<br>Buildings	Debt (1)		Land		Buildings and<br>Improvements (2)		Total Costs		Cost <br>Capitalized or<br>Adjustments<br>Subsequent to<br>Acquisition (4)		Land		Buildings and<br>Improvements (2)		Total Costs<br>(3, 4)		Accumulated<br>Depreciation<br>(4, 5, 6)		Acquisition Date
Other properties:
Aventura Storage	Aventura, FL	1	$	—	$	12,538	$	18,505	$	31,043	$	305	$	12,539	$	18,809	$	31,348	$	(1,903)	12/18/2023
Norwood Storage	Norwood, NJ	1	—		2,308		21,595		23,903		56		2,308		21,651		23,959		(1,812)		12/20/2023
Metro Storage Sharon Hill	Philadelphia, PA	1	—		2,664		14,097		16,761		225		2,664		14,322		16,986		(1,427)		7/31/2024
Metro Storage Newtown Square	Philadelphia, PA	1	—		2,741		21,983		24,724		188		2,741		22,171		24,912		(2,032)		7/31/2024
Metro Storage Trevose	Philadelphia, PA	1	—		3,263		17,888		21,151		157		3,263		18,045		21,308		(2,102)		7/31/2024
Metro Storage Sarasota	Sarasota, FL	1	—		3,149		12,382		15,531		219		3,149		12,601		15,750		(1,522)		7/31/2024
Metro Storage Fort Myers	Fort Myers, FL	1	—		3,868		8,898		12,766		158		3,868		9,056		12,924		(1,226)		7/31/2024
Metro Storage Pinellas Park	Tampa, FL	1	—		1,370		5,395		6,765		125		1,370		5,520		6,890		(754)		7/31/2024
Argyle Forest Self Storage	Jacksonville, FL	1	—		2,216		9,684		11,900		190		2,216		9,874		12,090		(677)		3/24/2025
Norfolk Self Storage	Norfolk, VA	1	—		2,162		14,523		16,685		13		2,162		14,536		16,698		(591)		3/28/2025
Total other properties		10	$	—	$	36,279	$	144,950	$	181,229	$	1,636	$	36,280	$	146,585	$	182,865	$	(14,046)
Grand total		293	$	1,256,268	$	1,069,823	$	5,866,647	$	6,936,470	$	275,665	$	1,066,129	$	6,146,006	$	7,212,135	$	(1,001,869)

_________________________________________________

(1)These properties are encumbered by mortgage notes. Amounts reflect principal amount outstanding as of December 31, 2025. See “Note 6 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for more detail regarding our borrowings.

(2)Includes gross intangible lease assets.

(3)As of December 31, 2025, the aggregate cost for U.S. federal income tax purposes of investments in property was approximately $2.46 billion (unaudited).

(4)Amount is presented net of impairments and other write-offs of tenant-related assets that were recorded at acquisition as part of our purchase price accounting. Such write-offs are the result of lease expirations and terminations.

(5)Includes intangible lease asset amortization.

(6)See “Note 2 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for details of depreciable lives.

(7)Acquisition date for this property represents the date in which the joint venture partnership, for which we have an interest, acquired the property. The initial cost to Company amounts represent the carrying values of the property when we first consolidated the joint venture partnership in December 2024.

The following table summarizes investment in real estate properties and accumulated depreciation and amortization activity for the periods presented below:

	For the Year Ended December 31,
	2025		2024		2023
Investments in real estate properties:
Balance at the beginning of period	$	5,563,447	$	4,603,998	$	4,178,329
Acquisitions of properties	1,679,058		886,197		406,548
Improvements	50,838		52,328		45,694
Consolidation of joint venture partnership	—		82,635		—
Property dispositions	(81,208)		(61,711)		(26,573)
Balance at the end of period	$	7,212,135	$	5,563,447	$	4,603,998
Accumulated depreciation and amortization:
Balance at the beginning of period	$	832,044	$	714,684	$	572,751
Real estate depreciation and amortization expense	196,808		152,777		149,985
Above-market lease assets amortization expenses	1,548		1,014		818
Right of use asset amortization expense	7		7		7
Consolidation of joint venture partnership	—		7,129		—
Property dispositions	(28,538)		(43,567)		(8,877)
Balance at the end of period	$	1,001,869	$	832,044	$	714,684

Table of Contents

ITEM 16. SUMMARY OF FORM 10-K

None.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 5, 2026:

ARES REAL ESTATE INCOME TRUST INC.
By:	/s/ JEFFREY W. TAYLOR
	Jeffrey W. Taylor<br><br>Partner, Co-President<br><br>(Principal Executive Officer)
By:	/s/ TAYLOR M. PAUL
	Taylor M. Paul<br><br>Managing Director, Chief Financial Officer and Treasurer<br><br>(Principal Financial Officer and<br><br>Principal Accounting Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey W. Taylor, Taylor M. Paul and Joshua J. Widoff (with full power to act alone), as his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ DAVID A. ROTH	Chairman of the Board and Director	March 5, 2026
David A. Roth
/s/ CHARLES B. DUKE	Director	March 5, 2026
Charles B. Duke
/s/ JAY W. GLAUBACH	Director and Partner, Co-President	March 5, 2026
Jay W. Glaubach
/s/ ANDREW E. HOLM	Director	March 5, 2026
Andrew E. Holm
/s/ BRIAN P. MATHIS	Director	March 5, 2026
Brian P. Mathis
/s/ PAULA SCHAEFER	Director	March 5, 2026
Paula Schaefer
/s/ JOHN P. WOODBERRY	Director	March 5, 2026
John P. Woodberry
/s/ JEFFREY W. TAYLOR	Partner, Co-President	March 5, 2026
Jeffrey W. Taylor	(Principal Executive Officer)
/s/ TAYLOR M. PAUL	Managing Director, Chief Financial Officer and Treasurer	March 5, 2026
Taylor M. Paul	(Principal Financial Officer and<br><br>Principal Accounting Officer)

167

Document

Exhibit 4.6

DESCRIPTION OF ARES REAL ESTATE INCOME TRUST INC. SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

The following is a summary of the material terms of shares of common stock of Ares Real Estate Income Trust Inc. registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as set forth in our charter and bylaws, as amended and supplemented from time to time. This summary is qualified in its entirety by reference to our charter and bylaws. References herein to “us,” “we,” “our,” or the “Company” refer to Ares Real Estate Income Trust Inc. Under our charter, we have authority to issue a total of 3,000,000,000 shares of capital stock. Of the total number of shares of capital stock authorized (a) 2,800,000,000 shares are designated as common stock with a par value of $0.01 per share, 500,000,000 of which are classified as Class D shares (100,000,000 of which are designated as a series of Class D shares named Class D-R shares and 400,000,000 of which are designated as a series of Class D shares named Class D-PR shares), 100,000,000 of which are classified as Class E shares, 1,300,000,000 of which are classified as Class I shares (600,000,000 of which are designated as a series of Class I shares named Class I-R shares and 700,000,000 of which are designated as a series of Class I shares named Class I-PR shares), 500,000,000 of which are classified as Class S shares (100,000,000 of which are designated as a series of Class S shares named Class S-R shares and 400,000,000 of which are designated as a series of Class S shares named Class S-PR shares), 100,000,000 of which are classified as Class T shares (all of which are designated as a series of Class T shares named Class T-R shares), and 300,000,000 of which are classified as Class B shares, and (b) 200,000,000 shares are designated as preferred stock with a par value of $0.01 per share. Our board of directors, with the approval of a majority of the full board and without any action by our stockholders, may amend our charter from time to time to increase or decrease the aggregate number of shares of capital stock or the number of shares of capital stock of any class or series that we have authority to issue.

Common Stock

With the exception of holders of our Class B shares, holders of shares of our common stock are entitled to one vote per share on all matters voted on by stockholders, including election of our directors. Holders of Class B shares are not entitled to vote such shares on any matter upon which the Company’s stockholders are entitled to vote. Our charter does not provide for cumulative voting in the election of directors. Therefore, the holders of a majority of the outstanding shares of our common stock entitled to vote in the election can elect our full board of directors. Subject to any preferential rights of any outstanding series of preferred stock and the provisions of our charter regarding restriction on ownership and transfer of our common stock, the holders of shares of our common stock are entitled to such distributions as may be authorized from time to time by our board of directors out of legally available funds and declared by us and, upon liquidation, are entitled to receive all assets available for distribution to stockholders. All shares of our common stock issued in our offerings are fully paid and non-assessable shares of common stock. Holders of shares of our common stock do not have preemptive rights, which means that stockholders do not have an option to purchase any new shares of common stock that we issue, and generally do not have appraisal rights unless our board of directors determines that appraisal rights apply, with respect to all or any classes or series of shares, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise appraisal rights. Stockholders are not liable for the acts or obligations of the Company.

We do not issue certificates for shares of our common stock. Shares of our common stock are held in “uncertificated” form which eliminates the physical handling and safekeeping responsibilities inherent in owning transferable share certificates and eliminates the need to return a duly executed share certificate to effect a transfer. SS&C GIDS, Inc. acts as our registrar and as the transfer agent for shares of our common stock. Transfers can be effected simply by mailing a transfer and assignment form, which we will provide to stockholders at no charge, to:

For regular mail: For overnight deliveries: SS&C GIDS, Inc. SS&C GIDS, Inc. PO Box 219079 430 West 7th Street, Suite 219079 Kansas City, Missouri 64121-9079 Kansas City, Missouri 64105

Class B, Class E, Class T-R, Class S-R, Class D-R and Class I-R Shares

Our Class B shares have been sold and in the future may be offered by us in a private offering. Substantially all of our outstanding Class E, Class T-R, Class S-R, Class D-R and Class I-R shares were sold by us in prior public primary offerings or pursuant to our distribution reinvestment plan. No Class B, Class E, Class T-R, Class S-R, Class D-R or Class I-R shares will be issued in our ongoing private offering. Holders of our Class B shares have the ability to, after a three-year lock up period from the date of issuance, redeem up to $5.0 million of shares per quarter, with such redemptions not subject to, nor eligible for redemption under, the terms of our share redemption program. We pay Ares Management Capital Markets LLC. (the “Dealer Manager”) distribution fees with respect to our Class T-R, Class S-R and Class D-R shares. These distribution fees are allocated on a class-specific basis and therefore do not affect holders of other classes of our shares.

Class S-PR Shares

Each Class S-PR share issued in the primary portion of our private offering will be subject to an upfront selling commission of up to 3.0%, and a dealer manager fee of up to 1.5%, of the offering price of each Class S-PR share sold in the offering on the date of the purchase; provided, however, that the sum of upfront selling commissions and upfront dealer manager fees will not exceed 3.5% of the offering price. The Dealer Manager anticipates that all or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed (paid) to, participating broker-dealers.

We will pay the Dealer Manager a distribution fee with respect to our outstanding Class S-PR shares equal to 0.85% per annum of the aggregate net asset value (“NAV”) of our outstanding Class S-PR shares, consisting of an advisor distribution fee of 0.65% per annum, and a dealer distribution fee of 0.20% per annum, of the aggregate NAV for the Class S-PR shares; however, with respect to certain Class S-PR shares, the advisor distribution fee and the dealer distribution fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares. The distribution fee will be paid monthly in arrears. The Dealer Manager will reallow (pay) or advance all or a portion of the distribution fee to participating broker-dealers and servicing broker-dealers and will rebate to us the distribution fee to the extent a broker-dealer is not eligible to receive it unless the Dealer Manager has not recouped the total amount of distribution fees it advanced or the Dealer Manager is serving as the broker of record with respect to such shares. We will cease paying the distribution fees with respect to individual Class S-PR shares when they are no longer outstanding, including as a result of conversion to Class I-PR shares as described below under “-Conversion.”

The upfront selling commission and dealer manager fee will not be payable in respect of any Class S-PR shares sold pursuant to our distribution reinvestment plan, but such shares will be charged the distribution fee payable with respect to all our outstanding Class S-PR shares.

Class S-PR shares are available to all investors for purchase in our private offering.

Class D-PR Shares

Each Class D-PR share issued in the primary portion of our private offering will be subject to an upfront selling commission of up to 1.5% of the offering price of each Class D-PR share sold in the offering on the date of the purchase. The Dealer Manager anticipates that all or a portion of the upfront selling commissions will be retained by, or reallowed (paid) to, participating broker-dealers. No dealer manager fee will be paid for sales of any Class D-PR shares.

We will pay the Dealer Manager a distribution fee with respect to our outstanding Class D-PR shares equal to 0.25% per annum of the aggregate NAV of our outstanding Class D-PR shares. The distribution fee will be paid monthly in arrears. The Dealer Manager will reallow (pay) or advance all or a portion of the distribution fee to participating broker-dealers and servicing broker-dealers and will rebate to us the distribution fee to the extent a broker-dealer is not eligible to receive it unless the Dealer Manager has not recouped the total amount of distribution fees it advanced or the Dealer Manager is serving as the broker of record with respect to such shares. We will cease paying the distribution fees with respect to individual Class S shares when they are no longer outstanding, including as a result of conversion to Class I-PR shares as described below under “-Conversion.”

The upfront selling commission will not be payable in respect of any Class D-PR shares sold pursuant to our distribution reinvestment plan, but such shares will be charged the distribution fee payable with respect to all our outstanding Class D-PR shares.

Class D-PR shares are generally available for purchase in our private offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class D-PR shares, (2) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class D-PR shares, (3) through investment advisers that are registered under the Investment Advisers Act of 1940 or applicable state law and direct clients to trade with a broker-dealer that offers Class D-PR shares, (4) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (5) other categories of investors that we name in an amendment or supplement to the private offering memorandum.

Class I-PR Shares

No upfront selling commissions, dealer manager fees or distribution fees will be paid for sales of any Class I-PR shares.

Class I-PR shares are available for purchase in our private offering only (1) through fee based programs, also known as wrap accounts, that provide access to Class I-PR shares, (2) by institutional accounts as defined by FINRA Rule 4512(c), (3) through bank sponsored collective trusts and bank sponsored common trusts, (4) by retirement plans (including a trustee or custodian under any deferred compensation or pension or profit sharing plan or payroll deduction IRA established for the benefit of the employees of any company), foundations or endowments,

(5) through certain financial intermediaries that are not otherwise registered with or as a broker dealer and that direct clients to trade with a broker dealer that offers Class I-PR shares, (6) through investment advisers registered under the Investment Advisers Act of 1940 or applicable state law that are also registered with or as a broker dealer, whose broker dealer does not receive any compensation from us or the Dealer Manager, (7) by our executive officers and directors and their immediate family members, as well as officers and employees of the Advisor or affiliates of the Advisor and their immediate family members, and, if approved by our board of directors, joint venture partners, consultants and other service providers, (8) by participating broker-dealers, including their registered representatives and immediate family members as defined by FINRA Rule 5130, (9) through bank trust departments or any other organization or person authorized to act as a fiduciary for its clients or customers and (10) by any other categories of purchasers that we name in an amendment or supplement to the private offering memorandum.

Conversion

Each Class S-PR or Class D-PR share held within a stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I-PR shares at the Applicable Conversion Rate (as defined below) on the earliest of (a) a listing of any shares of our common stock on a national securities exchange, (b) our merger or consolidation with or into another entity in which we are not the surviving entity, or the sale or other disposition of all or substantially all of our assets and (c) the end of the month in which the Dealer Manager in conjunction with our transfer agent determines that the total upfront selling commissions, upfront dealer manager fees and ongoing distribution fees paid with respect to all shares of such class held by such stockholder within such account (including shares purchased through a distribution reinvestment plan or received as stock dividends) equals or exceeds the limit, if any, set forth in any applicable agreement between the Dealer Manager and a participating broker dealer, of the aggregate purchase price of all shares of such class held by such stockholder within such account and purchased in a primary offering (i.e., an offering other than a distribution reinvestment plan) (collectively, the “Distribution Fee Limit”).

Each Class T-R, Class S-R or Class D-R share held within a stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I-R shares at the Applicable Conversion Rate (as defined below) on the earliest of (a) a listing of any shares of our common stock on a national securities exchange, (b) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets and (c) the end of the month in which the Dealer Manager in conjunction with our transfer agent determines that the total upfront selling commissions, upfront dealer manager fees and ongoing distribution fees paid with respect to all shares of such class held by such stockholder within such account (including shares purchased through a distribution reinvestment plan or received as stock dividends) equals or exceeds applicable limits pursuant to our charter (or a lower limit set forth in any applicable agreement between the Dealer Manager and a participating broker-dealer, provided that the Dealer Manager advises our transfer agent of the lower limit in writing) of the aggregate purchase price of all shares of such class held by such stockholder within such account and purchased in a primary offering (i.e., an offering other than a distribution reinvestment plan).

Each Class B share held within a stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I-PR shares at the Applicable Conversion Rate (as defined below) on the earliest of (a) a listing of any shares of our common stock on a national securities exchange or (b) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets.

As used above, the “Applicable Conversion Rate” means (a) with respect to Class T-R shares, a ratio whereby the numerator is the most recently disclosed monthly Class T-R NAV per share and the denominator is the most recently disclosed monthly Class I-R NAV per share, (b) with respect to Class S-PR shares, a ratio whereby the numerator is the most recently disclosed monthly Class S-PR NAV per share and the denominator is the most recently disclosed monthly Class I-PR NAV per share, (c) with respect to Class S-R shares, a ratio whereby the numerator is the most recently disclosed monthly Class S-R NAV per share and the denominator is the most recently disclosed monthly Class I-R NAV per share, (d) with respect to Class D-R shares, a ratio whereby the numerator is the most recently disclosed monthly Class D-R NAV per share and the denominator is the most recently disclosed monthly Class I-R NAV per share, (e) with respect to Class D-PR shares, a ratio whereby the numerator is the most recently disclosed monthly Class D-PR NAV per share and the denominator is the most recently disclosed monthly Class I-PR NAV per share and (f) with respect to Class B shares, a ratio whereby the numerator is the most recently disclosed monthly Class B NAV per share and the denominator is the most recently disclosed monthly Class I-PR NAV per share. For each class of shares, the NAV per share shall be calculated as described in the most recent valuation procedures approved by our board of directors. Because we currently expect to allocate ongoing distribution fee expenses to our Class T-R, Class S-R, Class S-PR, Class D-R and Class D-PR shares through their distributions, and not through their NAV per share, we currently expect the Applicable Conversion Rate to remain 1:1 for our Class T-R, Class S-R, Class S-PR, Class D-R, Class D-PR and Class B shares.

Rights Upon Liquidation

Immediately before any liquidation, dissolution or winding up, or any distribution of our assets pursuant to a plan of liquidation, dissolution or winding up, our Class T-R, Class S-R, and Class D-R shares will automatically convert to Class I-R shares at the Applicable Conversion Rate, and our Class S-PR, Class D-PR and Class B shares will automatically convert to Class I-PR shares at the Applicable Conversion Rate. Following such conversion, each holder of shares of a particular class of common stock will be entitled to receive, ratably with each other holder of shares of such class, that portion of such aggregate assets available for distribution as the number of outstanding shares of such class held by such holder bears to the total number of outstanding shares of such class then outstanding.

Preferred Stock

Our charter authorizes our board of directors to classify and reclassify any unissued shares of our common stock and preferred stock into other classes or series of stock. A majority of our independent directors who do not have an interest in the transaction must approve any offering of preferred stock and have access to counsel at the Company’s expense. Prior to issuance of shares of each class or series, the board of directors is required by the Maryland General Corporation Law and by our charter to set, subject to our charter restrictions on transfer of our stock, the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the board of directors could authorize the issuance of shares of common stock or preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest. Our board of directors has no present plans to issue preferred stock, but may do so at any time in the future without stockholder approval. We will not offer preferred stock to our Advisor, our Dealer Manager, our officers and directors, or any of their affiliates except on the same terms as preferred stock is offered to all other investors.

Meetings, Special Voting Requirements and Access to Records

An annual meeting of the stockholders is held each year on a date specified by our board of directors that is not less than 30 days after delivery of our annual report. Special meetings of stockholders may be called only upon the request of a majority of the directors, a majority of the independent directors, the chief executive officer or upon the written request of stockholders holding at least 10% of the outstanding shares of our common stock. Upon receiving a written request, either by person or by mail, our secretary will provide all stockholders with written notice, either by person or by mail, of such meeting and the purpose of such meeting. The special meeting must be held not less than 15 nor more than 60 days after the distribution of the notice, at a time and place specified in the stockholder request, or if none is specified, at a time and place convenient to the stockholders. The presence of 50% of the outstanding shares of our common stock either in person or by proxy shall constitute a quorum. Generally, the affirmative vote of a majority of the votes cast on a matter is necessary to take stockholder action, except that a majority of the votes represented in person or by proxy at a meeting at which a quorum is present is required to elect a director and except for the matters described in the next paragraph, which must be approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.

Under the Maryland General Corporation Law and our charter, stockholders are generally entitled to vote at a duly held meeting at which a quorum is present on (1) the amendment of our charter, (2) our dissolution, (3) our merger into another entity, our consolidation or the sale or other disposition of all or substantially all of our assets and (4) the election or removal of our directors.

The advisory agreement, including the selection of the Advisor, is approved annually by our directors including a majority of the independent directors. While the stockholders do not have the ability to vote to replace the Advisor or to select a new advisor, stockholders do have the ability, by the affirmative vote of a majority of the shares of our common stock entitled to vote on such matter, to remove a director from our board of directors. Any stockholder shall be permitted access to all our records at all reasonable times, and may inspect and copy any of them for a reasonable copying charge. An alphabetical list of the names, addresses and telephone numbers of our stockholders, along with the number of shares of our common stock held by each of them, shall be maintained as part of our books and records and shall be available for inspection by any stockholder or the stockholder’s designated agent at our office. The stockholder list will be updated at least quarterly to reflect changes in the information contained therein. A copy of the list shall be mailed to any stockholder who requests the list within 10 days of the request. A stockholder may request a copy of the stockholder list in connection with matters relating to voting rights and the exercise of stockholder rights under federal proxy laws. A stockholder requesting a list will be required to pay reasonable costs of postage and duplication. We have the right to request that a requesting stockholder represent to us that the list will not be used to pursue commercial interests. In addition to the foregoing, stockholders have rights under Rule 14a-7 under the Exchange Act, which provides that, upon the request of investors and the payment of the expenses of the distribution, we are required to distribute specific materials to stockholders in the context of the solicitation of proxies for voting on matters presented to stockholders or, at our option, provide requesting stockholders with a copy of the list of stockholders so that the requesting stockholders may make the distribution of proxies themselves. If a proper request for the stockholder list is not honored, then the requesting stockholder shall be entitled to recover certain costs incurred in compelling the production of the list as well as actual damages suffered by reason of the refusal or failure to produce the list. However, a stockholder shall not have the right to, and we may require a requesting stockholder to represent that it will not, secure the stockholder list or other information for the purpose of selling or using the list for a commercial purpose (such as to acquire our

shares in a tender offer for investment purposes) not related to the requesting stockholder’s interest in the affairs of the Company.

Tender Offers

Restriction On Ownership of Shares of Capital Stock

In order for us to qualify as a real estate investment trust (“REIT”), no more than 50% in value of the outstanding shares of our common stock may be owned, directly or indirectly, through the application of certain attribution rules under the U.S. Internal Revenue Code of 1986, as amended (the “Code”), by any five or fewer individuals, as defined in the Code to include specified entities, during the last half of any taxable year. In addition, the outstanding shares of our common stock must be owned by 100 or more persons independent of us and each other during at least 335 days of a 12-month taxable year or during a proportionate part of a shorter taxable year, excluding our first taxable year ending December 31, 2006. In addition, we must meet requirements regarding the nature of our gross income in order to qualify as a REIT. One of these requirements is that at least 75% of our gross income for each calendar year must consist of rents from real property and income from other real property investments. The rents received by our operating partnership, AREIT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”) from any customer will not qualify as rents from real property, which could result in our loss of REIT status, if we own, actually or constructively within the meaning of certain provisions of the Code, 10% or more of the ownership interests in that customer. In order to assist us in preserving our status as a REIT, among other purposes, our charter contains limitations on the ownership and transfer of shares of common stock which prohibit any person or entity from owning or acquiring, directly or indirectly, more than 9.8% of the value of our then outstanding capital stock or more than 9.8% of the value or number of shares, whichever is more restrictive, of our then outstanding common stock, prohibit the beneficial ownership of the outstanding shares of our capital stock by fewer than 100 persons and prohibit any transfer of or other event or transaction with respect to shares of capital stock that would result in the beneficial ownership of our outstanding shares of capital stock by fewer than 100 persons. In addition, our charter prohibits any transfer of or other event with respect to shares of our capital stock that would result in us being “closely held” within the meaning of Section 856(h) of the Code, that would cause us to own, actually or constructively, more than 9.9% of the ownership interests in a customer of our real property or the real property of the Operating Partnership or any direct or indirect subsidiary of the Operating Partnership or that would otherwise cause us to fail to qualify as a REIT.

Our charter provides that the shares of our capital stock that, if transferred, would result in a violation of the 9.8% ownership limit, would result in us being “closely held” within the meaning of Section 856(h) of the Code, would cause us to own more than 9.9% of the ownership interests in a customer of our real property or the real property of the Operating Partnership or any direct or indirect subsidiary of the Operating Partnership or would

otherwise cause us to fail to qualify as a REIT will be transferred automatically to a trust effective on the day before the purported transfer of such shares of our capital stock. We will designate a trustee of the share trust that will not be affiliated with us or the purported transferee or record holder. We will also name a charitable organization as beneficiary of the share trust. The trustee will receive all distributions on the shares of our capital stock in the same trust and will hold such distributions or distributions in trust for the benefit of the beneficiary. The trustee also will vote the shares of capital stock in the same trust. The intended transferee will acquire no rights in such shares of capital stock, unless, in the case of a transfer that would cause a violation of the 9.8% ownership limit, the transfer is exempted by the board of directors from the ownership limit based upon receipt of information (including certain representations and undertakings from the intended transferee) that such transfer would not violate the provisions of the Code for our qualification as a REIT. In addition, our charter provides that any transfer of shares of our capital stock that would result in shares of our capital stock being owned by fewer than 100 persons will be null and void and the intended transferee will acquire no rights in such shares of our capital stock.

The trustee will transfer the shares of our capital stock to a person whose ownership of shares of our capital stock will not violate the ownership limits. The transfer shall be made no earlier than 20 days after the later of our receipt of notice that shares of our capital stock have been transferred to the trust or the date we determine that a purported transfer of shares of stock has occurred. During this 20-day period, we will have the option of redeeming such shares of our capital stock. Upon any such transfer or redemption, the purported transferee or holder shall receive a per share price equal to the lesser of (a) the price per share in the transaction that resulted in the transfer of such shares to the trust (or, in the case of a gift or devise, the price per share on the date of redemption at the time of the gift or devise) or (b) the price per share on the date of the redemption, in the case of a purchase by us, or the price received by the trustee net of any sales commission and expenses, in the case of a sale by the trustee. The charitable beneficiary will receive any excess amounts. In the case of a liquidation, holders of such shares will receive a ratable amount of our remaining assets available for distribution to shares of the applicable class or series taking into account all shares of such class or series. The trustee will distribute to the purported transferee or holder an amount equal to the lesser of the amounts received with respect to such shares or the price per share in the transaction that resulted in the transfer of such shares to the trust (or, in the case of a gift or devise, the price at the time of the gift or devise) and shall distribute any remaining amounts to the charitable beneficiary.

Any person who (1) acquires or attempts to acquire shares of our capital stock in violation of the foregoing restrictions or who owns shares of our capital stock that were transferred to any such trust is required to give immediate written notice to us of such event or (2) purports to transfer or receive shares of our capital stock subject to such limitations is required to give us 15 days written notice prior to such purported transaction. In both cases, such persons shall provide to us such other information as we may request in order to determine the effect, if any, of such event on our status as a REIT. The foregoing restrictions will continue to apply until the board of directors determines it is no longer in our best interest to continue to qualify as a REIT.

The ownership limits do not apply to a person or persons which the directors exempt from the ownership limit upon appropriate assurances that our qualification as a REIT is not jeopardized. Any person who owns 5% or more (or such lower percentage applicable under Treasury Regulations) of the outstanding shares of our capital stock during any taxable year will be asked to deliver a statement or affidavit setting forth the number of shares of our capital stock beneficially owned.

Distributions

We intend to make distributions on a monthly basis following the end of each calendar month. We intend to use monthly record dates and, thus, monthly distribution accruals. However, we reserve the right to adjust the periods during which distributions accrue and are paid.

We may fund our monthly regular distributions from sources other than cash flow from operations. Our long term strategy is to strive to fund the payment of regular distributions to you entirely from our operations, but there may be quarters or even years when that is not the case. It will be up to the board of directors to determine the distribution level taking many factors into consideration beyond just cash flow from operations. If we are unsuccessful in investing the capital we raise from our securities offerings or decide to invest our capital in lower yielding assets, we may be required to fund our distributions to you from a combination of our operating, investing and financing activities, which include net proceeds of our securities offerings, dispositions and borrowings (including borrowings secured by our assets), or to reduce the level of our distributions. Using certain of these sources may result in a liability to us, which would require a future repayment. The use of these sources for distributions and the ultimate repayment of any liabilities incurred could adversely impact our ability to pay distributions in future periods, decrease the amount of cash we have available for new investments, repayment of debt, share redemptions and other corporate purposes, and potentially reduce your overall return and adversely impact and dilute the value of their investment in shares of our common stock. We may pay distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings or offering proceeds. Our ability to pay distributions solely from cash flows from operations has been impacted by certain factors, including the current yield environment. All distributions result in a decrease to our NAV while cash flow generated from our operations results in an increase to NAV. While we strive to fund our distributions solely from our cash flow from operations in the long run, we also focus on total stockholder return as a metric for evaluating our distribution level in the event that it is not being fully covered by cash flow from operations. Any cash flow from operations in excess of our distributions results in a net increase to NAV (ignoring other factors). Conversely, if and when our distributions exceed our cash flow from operations, the net effect would be and has been a decrease to NAV (ignoring other factors). We have not established a limit on the amount of our distributions that may be paid from any of these sources.

In connection with a distribution to our stockholders, our board intends to authorize a monthly distribution of a certain dollar amount per share of our common stock before or on the first day of each calendar quarter for the months in such quarter. We will then calculate each stockholder’s specific distribution amount for the month using monthly record dates and each stockholder’s distributions will accrue on the first record date after the stockholder becomes a record owner of our common stock, subject to our board of directors declaring a distribution for record owners as of such date. We accrue the amount of declared distributions as a liability on the record date, and such liability is accounted for in determining the NAV.

The per share amount of any distributions for any class of common stock relative to the other classes of common stock shall be determined as described in the most recent multiple class plan approved by our board of directors. Under our multiple class plan in effect, distributions are made on all classes of our common stock at the same time. The per share amount of distributions on our shares of common stock differs because of different allocations of class-specific fees. We use the record share method of determining the per share amount of distributions on each class of shares, although our board of directors may choose other methods. The record share method is one of several distribution calculation methods for multiple-class funds recommended, but not required, by the American Institute of Certified Public Accountants (“AICPA”). Under this method, the amount to be distributed on shares of our common stock is increased by the sum of all class-specific fees accrued for such period. Such amount is divided by the number of shares of our common stock outstanding on the record date. Such per share amount is reduced for each class of common stock by the per share amount of any class-specific fees allocable to such class.

We are required to make distributions sufficient to satisfy the requirements for qualification as a REIT for federal income tax purposes. Generally, income distributed will not be taxable to us under the Code if we distribute at least 90% of our taxable income each year (computed without regard to the distributions paid deduction and our net capital gain). In addition, if we fail to distribute during each calendar year at least the sum of (a) 85% of our ordinary income for such year, (b) 95% of our capital gain net income for such year, and (c) any undistributed taxable income from prior periods, we will be subject to a 4% excise tax on the excess of the required distribution over the sum of (i) the amounts actually distributed by us, plus (ii) retained amounts on which we pay income tax at the corporate level. Distributions are authorized at the discretion of the board of directors, in accordance with our earnings, cash flow and general financial condition. The board’s discretion is directed, in substantial part, by its obligation to cause us to comply with the REIT requirements. Because we may receive income from interest or rents at various times during our fiscal year, distributions may not reflect our income earned in that particular distribution period and may be made in advance of actual receipt of funds in an attempt to make distributions relatively uniform. We are authorized to borrow money, issue new securities or sell assets in order to make distributions. There are no restrictions on the ability of our Operating Partnership to transfer funds to us.

We are prohibited from making distributions in kind, except for distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for the dissolution of the Company and the liquidation of assets in accordance with the terms of our charter, or distributions in which (i) the board of directors advises each stockholder of the risks associated with direct ownership of the property, (ii) the board of directors offers each stockholder the election of receiving such in-kind distributions and (iii) in-kind distributions are made only to those stockholders that accept such offer. We are not prohibited from distributing our own securities in lieu of making cash distributions to stockholders, provided that the securities so distributed to stockholders are readily marketable. Stockholders who receive marketable securities in lieu of cash distributions may incur transaction expenses in liquidating the securities.

Liquidity Events

The purchase of our shares of common stock is intended to be a long-term investment and we do not anticipate that a secondary trading market will develop. Therefore, it will be very difficult for stockholders to sell their shares promptly or at all, and any such sales may be made at a loss. On a limited basis, stockholders may be able to have their shares redeemed through our share redemption program. In addition, we do not intend to pursue a “Liquidity Event” within any period of time. A “Liquidity Event” includes, but is not limited to, (a) a listing of our common

stock on a national securities exchange (or the receipt by our stockholders of securities that are listed on a national securities exchange in exchange for our common stock); (b) our sale, merger or other transaction in which our stockholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company; or (c) the sale of all or substantially all of our assets where our stockholders either receive, or have the option to receive, cash or other consideration. Although we will not be precluded from pursuing a Liquidity Event (or series thereof) if our board of directors determines that is in the best interest of our stockholders, we intend to operate as a perpetual-life REIT.

Subsequent Offerings

Apart from our private offering, our ongoing distribution reinvestment plan offerings and our program through the Operating Partnership to raise capital in private placements exempt from registration under Section 506(b) of the Securities Act through the sale of beneficial interests in specific Delaware statutory trusts holding real properties, including properties currently indirectly owned by the Operating Partnership, we may in the future conduct offerings of common stock (whether existing or new classes), preferred stock, debt securities or interests in our Operating Partnership or other subsidiaries. We may structure such offerings to attract institutional investors or other sources of capital.

Business Combinations

Under the Maryland General Corporation Law, business combinations between a Maryland corporation and an interested stockholder or the interested stockholder’s affiliate are prohibited for five years after the most recent date on which the stockholder becomes an interested stockholder. For this purpose, the term “business combinations” includes mergers, consolidations, share exchanges, asset transfers and issuances or reclassifications of equity securities. An “interested stockholder” is defined for this purpose as: (1) any person who beneficially owns 10 percent or more of the voting power of the corporation’s shares or (2) an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10 percent or more of the voting power of the then outstanding voting shares of the corporation. A person is not an interested stockholder under the Maryland General Corporation Law if the board of directors approved in advance the transaction by which he otherwise would become an interested stockholder. However, in approving the transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

After the five-year prohibition, any business combination between the corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least: (1) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation and (2) two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares of stock held by the interested stockholder or its affiliate with whom the business combination is to be effected, or held by an affiliate or associate of the interested stockholder, voting together as a single voting group.

These super majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under the Maryland General Corporation Law, for their shares of common stock in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares of common stock.

None of these provisions of the Maryland General Corporation Law will apply, however, to business combinations that are approved or exempted by the board of directors of the corporation prior to the time that the interested stockholder becomes an interested stockholder. Pursuant to the business combination statute, our board of directors has exempted any business combination involving us and any person. Consequently, the five-year prohibition and the super majority vote requirements will not apply to business combinations between us and any person. As a result, any person may be able to enter into business combinations with us that may not be in the best interest of our stockholders, without compliance with the super majority vote requirements and other provisions of the statute.

Should our board of directors opt in to the business combination statute, it may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

Business Combination with the Advisor

Many REITs that are listed on a national securities exchange or included for quotation on an over-the-counter market are considered self-administered, which means that they employ persons or agents to perform all significant management functions. The costs to perform these management functions are “internalized,” rather than external, and no third-party fees, such as advisory fees, are paid by the REIT. We may consider becoming a self-administered REIT if we determine that internalizing some or all of the management functions performed by the Advisor is in our best interests and in the best interests of our stockholders.

Control Share Acquisitions

The Maryland General Corporation Law provides that Control Shares of a Maryland corporation acquired in a Control Share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares of common stock owned by the acquirer, by officers or by employees who are directors of the corporation are not entitled to vote on the matter. “Control Shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or with respect to which the acquirer has the right to vote or to direct the voting of, other than solely by virtue of revocable proxy, would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting powers:

•one-tenth or more but less than one-third;

•one-third or more but less than a majority; or

•a majority or more of all voting power.

Control Shares do not include shares of stock the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. Except as otherwise specified in the statute, a “Control Share acquisition” means the acquisition of Control Shares. Once a person who has made or proposes to make a Control Share acquisition has undertaken to pay expenses and has satisfied other required conditions, the person may compel the board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares of stock. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting. If voting rights are not approved for the Control Shares at the meeting or if the acquiring person does not deliver an “Acquiring Person Statement” for the Control Shares as required by the statute, the corporation may redeem any or all of the Control Shares for their fair value, except for Control Shares for which voting rights have previously been approved. Fair value is to be determined for this purpose without regard to the absence of voting rights for the Control Shares, and is to be determined as of the date of the last Control Share

acquisition or of any meeting of stockholders at which the voting rights for Control Shares are considered and not approved.

If voting rights for Control Shares are approved at a stockholders’ meeting and the acquirer becomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares of stock as determined for purposes of these appraisal rights may not be less than the highest price per share paid in the Control Share acquisition. Some of the limitations and restrictions otherwise applicable to the exercise of dissenters’ rights do not apply in the context of a Control Share acquisition.

The Control Share acquisition statute does not apply to shares of stock acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or to acquisitions approved or exempted by the charter or bylaws of the corporation. As permitted by the Maryland General Corporation Law, we have provided in our bylaws that the Control Share provisions of the Maryland General Corporation Law will not apply to any acquisition by any person of shares of our stock, but the board of directors retains the discretion to change this provision in the future.

Subtitle 8

Subtitle 8 of Title 3 of the Maryland General Corporation Law, which we refer to as “Subtitle 8,” permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by a provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in our charter, to any or all of the following five provisions:

•a classified board;

•a two-thirds vote requirement for removing a director;

•a requirement that the number of directors be fixed only by vote of the directors;

•a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and

•a majority requirement for the calling of a special meeting of stockholders.

Pursuant to Subtitle 8, we have elected to provide that vacancies on our board of directors be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred. Through provisions in our charter and bylaws unrelated to Subtitle 8, we vest in the board of directors the exclusive power to fix the number of directorships. We have not elected to be subject to the other provisions of Subtitle 8.

Restrictions on Roll-Up Transactions

Under our charter, the term “roll-up transaction” means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of our Company and the issuance of securities of an entity that would be created or would survive after the successful completion of a proposed roll-up transaction to our stockholders. A roll-up transaction does not include (a) a transaction that occurs at least twelve months after our securities have been listed on a national securities exchange, or (b) a transaction involving the conversion to corporate, trust or association form of only us, if, as a consequence of the transaction, there will be no significant adverse change in any of the following: (i) voting rights of our stockholders, (ii) the term of our existence, (iii) the compensation of Ares Management Corporation real estate (the “Sponsor”) or the Advisor, or (iv) our investment objectives.

Our charter provides that we must obtain an appraisal of all of our assets from an independent expert in connection with a proposed “roll-up transaction.” In order to qualify as an independent expert for this purpose, the person or entity must have no material current or prior business or personal relationship with our Advisor or directors and must be engaged to a substantial extent in the business of rendering opinions regarding the value of real property and/or other assets of the type held by us. Our charter provides that if the appraisal is included in a prospectus used to offer the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction, the appraisal shall be filed with the Commission and the states in which the securities are being registered as an exhibit to the registration statement for the offering. As set forth in our charter, our assets would be appraised on a consistent basis, and the appraisal would be based on the evaluation of all relevant information and would indicate the value of our assets as of a date immediately prior to the announcement of the proposed roll-up transaction. Our charter requires that the appraisal assume an orderly liquidation of assets over a 12-month period and that the terms of the engagement of such independent expert clearly state that the engagement is for our benefit and the benefit of our stockholders. Our charter also requires that we include a summary of the independent appraisal, indicating all material assumptions underlying the appraisal, in a report to the stockholders in connection with a proposed roll-up transaction.

Our charter requires the person sponsoring the roll-up transaction to offer to common stockholders who vote against the proposal a choice of:

•accepting the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction offered in the proposed roll-up transaction; or

•one of the following:

•remaining stockholders and preserving their interests in us on the same terms and conditions as existed previously; or

•receiving cash in an amount equal to their pro rata share of the appraised value of our net assets.

Our charter prohibits us from participating in any proposed roll-up transaction:

•that would result in common stockholders having voting rights in the entity that would be created or would survive after the successful completion of the roll-up transaction that are less than those provided in our charter, including rights with respect to the election and removal of directors, annual and special meetings, amendment of the charter and our dissolution;

•that includes provisions that would operate as a material impediment to, or frustration of, the accumulation of shares by any purchaser of the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction, except to the minimum extent necessary to preserve the tax status of such entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the entity that would be created or would survive after the successful completion of the roll-up transaction on the basis of the number of shares held by that investor;

•in which our common stockholders’ rights to access records of the entity that would be created or would survive after the successful completion of the roll-up transaction will be less than those provided in our charter and described in “-Meetings, Special Voting Requirements and Access To Records” above; or

•in which we would bear any of the costs of the roll-up transaction if our common stockholders reject the roll-up transaction.

Forum for Certain Litigation

Our bylaws provide that the Circuit Court for Baltimore City, Maryland, shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of any duty owed by any director or officer or employee of the Company to us or to our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law or our charter or bylaws, or (iv) any action asserting a claim that is governed by the internal affairs doctrine, and any record or beneficial stockholder of the Company who commences such an action shall cooperate in a request that the action be assigned to the court’s Business and Technology Case Management Program. This exclusive forum provision does not apply to claims under the Securities Act, the Exchange Act, any other claim for which the federal courts have exclusive jurisdiction or any action or proceeding against us arising out of, or in connection with, the sale of securities or out of violation of state securities laws.

Reports to Stockholders

Our charter requires that we prepare an annual report and deliver it to our stockholders within 120 days after the end of each fiscal year. Among the matters that must be included in the annual report are:

•financial statements which are prepared in accordance with U.S. Generally Accepted Accounting Principles and are audited by our independent registered public accounting firm;

•the ratio of the costs of raising capital during the year to the capital raised;

•the aggregate amount of advisory fees and the aggregate amount of other fees paid to the Advisor and any affiliate of the Advisor by us or third parties doing business with us during the year;

•our total operating expenses for the year, stated as a percentage of our average invested assets and as a percentage of our net income;

•a report from the independent directors that our policies are in the best interests of our stockholders and the basis for such determination; and

•separately stated, full disclosure of all material terms, factors and circumstances surrounding any and all transactions involving us and the Advisor, our Sponsor, a director or any affiliate thereof during the year; and the independent directors are specifically charged with a duty to examine and comment in the report on the fairness of the transactions.

Restrictions on Transfer

Each investor who becomes a holder of S-PR, D-PR and I-PR shares will be required to represent that he, she or it is acquiring the shares for investment purposes and not with a view to distribution or resale, and he, she or it can bear the economic risk of investment for an indefinite period of time. The S-PR, D-PR and I-PR shares are being offered and sold pursuant to exemptions from the registration provisions of federal and state law. Accordingly, such shares will be subject to restrictions on transfer. Even if these transfer restrictions expire or are not applicable to a particular investor, there is no public market for the shares, and no expectation that one will develop. An investor cannot expect to be able to liquidate his or her investment in case of an emergency.

Subsequent purchasers, i.e., potential purchasers of a stockholder’s shares, must also meet the net worth or income standards of our charter, and unless stockholders are transferring all of their shares, stockholders may not transfer their shares in a manner that causes stockholders or their transferee to own less than $2,000 in our shares. Apart from the foregoing potential transfer restrictions and the potential restrictions described above in “-Restriction On Ownership of Shares of Capital Stock,” the shares purchased in our public offering are freely transferable.

Vacancies on Board of Directors; Removal of Directors

Any vacancy on our board of directors may be filled only by a vote of a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is duly elected and qualifies. Our independent directors will choose the nominees to fill vacancies in our independent director positions.

Any director may resign at any time and may be removed with or without cause by our stockholders upon the affirmative vote of stockholders entitled to cast at least a majority of all the votes entitled to be cast generally in the election of directors. The notice of any special meeting called for the purpose of the proposed removal shall indicate that the purpose, or one of the purposes, of the meeting is to determine if the director shall be removed.

Advance Notice of Director Nominations and New Business

Our bylaws provide that with respect to an annual meeting of stockholders, nominations of individuals for election to the board of directors and the proposal of business to be considered by our stockholders may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of directors or (3) by a stockholder who is a stockholder of record at the record date set by our board of directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving the advance notice required by the bylaws and at the time of the meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual nominated or on such other business and who has complied with the advance notice procedures of the bylaws. With respect to special meetings of stockholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of individuals for election to our board of directors at a special meeting may be made only (1) pursuant to our notice of meeting, (2) by or at the direction of our board of directors or (3) provided that the meeting has been called for the purpose of electing directors, by a stockholder who is a stockholder of record at the record date set by our board of directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving the advance notice required by the bylaws and at the time of the meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual nominated and who has complied with the advance notice provisions of the bylaws.

Document

Exhibit 10.28

AMENDED AND RESTATED DEALER MANAGER AGREEMENT

This Amended and Restated Dealer Manager Agreement (this “Agreement”) is entered into by and among Ares Real Estate Income Trust Inc., a Maryland corporation (the “Company”), Ares Wealth Management Solutions, LLC, a Colorado limited liability company (“AWMS”) and Ares Management Capital Markets LLC, a Delaware limited liability company (“AMCM” or the “Dealer Manager”) on December 19, 2025, and is effective as of January 2, 2026 (the “Effective Date”).

WHEREAS, AWMS currently serves as the dealer manager for the Offering (as defined below);

WHEREAS, AWMS and the Company are party to that certain Dealer Manager Agreement, dated August 2, 2024 (the “Prior Agreement”), which sets forth the terms on which AWMS provides such dealer manager services to the Company;

WHEREAS, effective as of the Effective Date, AWMS will be consolidated with and into AMCM (the “Consolidation”), and AMCM shall thereafter serve as the dealer manager for the Offering; and

WHEREAS, as a result of the Consolidation, the parties wish to amend and restate the Prior Agreement in its entirety, as more particularly set forth in this Agreement, to reflect that, commencing as of the Effective Date, AMCM will serve as the dealer manager for the Offering.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and among the Company, AWMS and AMCM that the Prior Agreement shall be and hereby is amended and restated in its entirety as follows as of the Effective Date:

The Company is offering Class S-PR, Class D-PR and Class I-PR shares of its common stock (the “Shares”) in a private placement offering (the “Offering”) exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Rule 506(b) of Regulation D promulgated under the Securities Act (“Regulation D”), on the terms and conditions described in the Confidential Private Placement Memorandum of the Company dated April 10, 2025 (with all exhibits and supplements thereto, and as the same may be amended, revised or supplemented from time to time, the “Memorandum”).

Subject to Section 14 of this Agreement or as otherwise agreed by the Company and the Dealer Manager, Shares sold through the Dealer Manager are to be sold through the Dealer Manager, as the dealer manager, and the broker-dealers (the “Dealers”) with whom the Dealer Manager has entered into or will enter into a selected dealer agreement substantially in the form attached to this Agreement as Exhibit “A” or such other form as approved by the Company (each a “Selected Dealer Agreement”). Except as otherwise provided in the Memorandum, Shares sold pursuant to the primary portion of the Offering will be sold at a purchase price generally equal to the Company’s prior month’s net asset value (“NAV”) per share applicable to the class of Shares being purchased (as calculated in accordance with the procedures described in the Memorandum), or at a different purchase price made available to investors in cases where the Company believes there has been a material change to the NAV per Share since the end of the prior month (the “Transaction Price”), plus in either case any applicable selling commissions and dealer manager fees. For stockholders who participate in the Company’s distribution reinvestment plan (the “DRIP”), the cash distributions attributable to the class of Shares that each stockholder owns will be automatically invested in additional shares of the same class (the shares acquired pursuant to the DRIP,

“DRIP Shares”). The DRIP Shares are to be issued and sold to stockholders of the Company at the Transaction Price of the applicable class of Shares on the date that the distribution is payable.

Terms not defined herein shall have the same meaning as in the Memorandum. Now, therefore, the Company hereby agrees with the Dealer Manager as follows:

1.Representations and Warranties of the Company: The Company represents and warrants to the Dealer Manager and each Dealer participating in the Offering that:

a. The Offering has not been and will not be registered with the Securities and Exchange Commission (the “SEC”). The Shares are to be offered and sold in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act. The Company will use its best efforts to conduct the Offering in compliance with the requirements of Regulation D and will file all appropriate notices of the Offering with the SEC and relevant jurisdictions.

b.The Company has been duly and validly organized and formed as a corporation under the laws of the state of Maryland, with the power and authority to conduct its business as described in the Memorandum.

c.The Memorandum (as amended or supplemented, if applicable), as of its date (or as of the date of any such amendment or supplement, if applicable), does not and will not contain any untrue statements of material facts or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing provisions of this Section 1.c. will not extend to such statements contained in or omitted from the Memorandum as are primarily within the knowledge of the Dealer Manager or any of the Dealers and are based upon information furnished by the Dealer Manager in writing to the Company specifically for inclusion therein.

d.The Company intends to use the funds received from the sale of the Shares as set forth in the Memorandum.

e. No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Company of this Agreement or the issuance and sale by the Company of the Shares, except such as have already been obtained or as may be required under the Securities Act or the rules and regulations promulgated thereunder or applicable state securities laws.

f.Unless otherwise described in the Memorandum, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened, against the Company at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which will have a material adverse effect on the business or property of the Company.

g.The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Company will not conflict with or constitute a default under (i) its charter or by-laws, (ii) any indenture, mortgage, deed of trust or lease to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the

Company or any of its subsidiaries is subject, or (iii) any rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company, except (1) to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws, and (2) for such conflicts or defaults that would not individually or in the aggregate have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Company and its subsidiaries taken as a whole.

h.The Company has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws.

i.At the time of the issuance of the Shares, the Shares will have been duly authorized and, when issued and sold as contemplated by the Memorandum and the Company’s charter, as amended and supplemented, and upon payment therefor as provided by the Memorandum and this Agreement, will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Memorandum.

j.The Company has filed all material federal, state and foreign income tax returns, which have been required to be filed, on or before the due date (taking into account all extensions of time to file) and has paid or provided for the payment of all taxes indicated by said returns and all assessments received by the Company to the extent that such taxes or assessments have become due, except where the Company is contesting such assessments in good faith.

k.The Company does not intend to conduct its business so as to be an “investment company” as that term is defined in the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and it will exercise reasonable diligence to ensure that it does not become an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

l.Any and all supplemental sales materials prepared by the Company and any of its affiliates (excluding the Dealer Manager) specifically for use with prospective investors in connection with the Offering, when used in conjunction with the Memorandum, did not at the time provided for use, and, as to later provided materials, will not at the time provided for use, include any untrue statement of a material fact nor did they at the time provided for use, or, as to later provided materials, will they, omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made and when read in conjunction with the Memorandum, not misleading. If at any time any event occurs which is known to the Company as a result of which such supplemental sales materials when used in conjunction with the Memorandum would include an untrue statement of a material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, the Company will promptly notify the Dealer Manager thereof.

m.None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner (as that term is defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”)) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has exercised, and during the term of the Offering will continue to exercise, reasonable care to determine whether any Company Covered Person, any Dealer Manager Covered Person (as defined in Section 4.k. below) and any Dealer Covered Person (as defined in Section 4.l. below) is subject to a Disqualification Event. The Company will immediately comply, to the extent applicable, with its disclosure obligations under Rule 506(e), and will immediately effect the preparation of an amended or supplemented Memorandum that will contain any such required disclosure and will, at no expense to the Dealer Manager, promptly furnish the Dealer Manager with such number of printed copies of such amended or supplemented Memorandum containing any such required disclosure, including any exhibits thereto, as the Dealer Manager may reasonably request.

n.The Company is not aware of any person (other than any Company Covered Person, Dealer Manager Covered Person or Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Shares.

o.With respect to each Company Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Company Covered Person of (i) any Disqualification Event relating to that Company Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Company Covered Person.

p.The representations and warranties in Sections 1.m. through 1.o. are and shall be continuing representations and warranties throughout the term of the Offering. The Company will promptly notify the Dealer Manager in writing upon becoming aware of any fact which makes any such representation or warranty untrue.

2.Covenants of the Company. The Company covenants and agrees with the Dealer Manager that:

a.It will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Memorandum, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. It will similarly furnish to the Dealer Manager and others designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request: (a) this Agreement; and (b) any other printed sales literature or other materials (provided that the use of said sales literature and other materials has been first approved for use by the Company and all appropriate regulatory agencies).

b.If at any time during the Offering any event occurs as a result of which, in the opinion of either the Company or the Dealer Manager, the Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements

therein, in view of the circumstances under which they were made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemented Memorandum which will correct such statement or omission.

c.To the extent the Company provides materials to the Dealer Manager specifically for distribution to a Dealer in connection with its due diligence investigation relating to the Offering, such materials, to the knowledge of the Company, will be materially accurate as of the date or dates specified in such materials.

d.It will not conduct the Offering or offer or sell any of the Shares by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D.

e.It will cause to be prepared, executed and timely filed with the SEC such notices on Form D as are required by Rule 503 of Regulation D and will take all action necessary to comply with Rule 503 of Regulation D, and it will cause to be prepared, executed and timely filed any reports of sale or other filings as may be required under applicable federal or state securities laws and the rules and regulations thereunder.

f.The Company will notify the Dealer Manager in writing, promptly upon the occurrence of (i) any Disqualification Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Company Covered Person.

3.Representations and Warranties of the Dealer Manager.

The Dealer Manager represents and warrants to the Company that:

a.The Dealer Manager has been duly and validly organized and formed as a limited liability company under the laws of the State of Delaware, with the power and authority to enter into this Agreement and to carry out its obligations hereunder.

b.The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Dealer Manager will not conflict with or constitute a default under (i) its organizational documents, (ii) any indenture, mortgage, deed of trust or lease to which the Dealer Manager or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Dealer Manager or any of its subsidiaries is subject, or (iii) any rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Dealer Manager, except (1) to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws, and (2) for such conflicts or defaults that would not individually or in the aggregate have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Dealer Manager and its subsidiaries taken as a whole.

c. The Dealer Manager is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and a broker or dealer

duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering contemplated by the Memorandum. The Dealer Manager represents that it and its employees and representatives have all required licenses and registrations to act under this Agreement. The Dealer Manager is in compliance with all applicable rules and regulations to which it is subject, including without limitation, those under the Exchange Act and the Rules promulgated by FINRA.

d.The information under the caption “Plan of Distribution” in the Memorandum and all other information furnished to the Company by the Dealer Manager in writing expressly for use in the Memorandum, or any amendment or supplement thereto, or in any Company-Approved Supplemental Information (as defined in Section 4.c below) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

e.The Dealer Manager acknowledges that the Offering is inappropriate for and shall not be used for any form of prospecting, and that the SEC staff has indicated that it believes furnishing copies of a private placement memorandum (or a description of the terms of a security to be privately placed) to lawyers, accountants or other professionals and asking such lawyers, accountants or other professionals to call an offering to the attention of their clients who might be interested or to otherwise facilitate the offering (the “Financial Intermediaries”) may constitute a general solicitation. The Dealer Manager further acknowledges that the use of Financial Intermediaries in this manner is inconsistent with a private placement under Rule 506(b) of Regulation D, and the Dealer Manager covenants that it shall not initiate contact with a Financial Intermediary, other than a registered representative of a registered broker dealer or registered investment adviser, for the purpose of soliciting, directly or indirectly, an offer to participate in the Offering.

4.Covenants of the Dealer Manager

The Dealer Manager and the Dealers will conduct the Offering in compliance with (i) the private placement procedures set forth in the Memorandum; (ii) the requirements of the Securities Act and the rules and regulations promulgated thereunder, including without limitation, Regulation D and, as applicable, Regulation Best Interest; (iii) the requirements of the Exchange Act and the rules and regulations promulgated thereunder; (iv) all applicable state securities laws; (v) all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares and (vi) the Rules and guidelines promulgated by FINRA, including published guidance relating to the avoidance of general solicitation. The Dealer Manager covenants and agrees with the Company that:

a.During the course of the Offering, the Dealer Manager will not make any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make any statement, in light of the circumstances under which it was made, not misleading, concerning the Offering or any matters set forth in or contemplated by the Memorandum.

b.The Dealer Manager shall not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502(c) of Regulation D) in making offers of Shares. Without limiting the foregoing, the Dealer Manager will not conduct the Offering or offer or sell the Shares by means of:

(i)any advertisement, article, notice or other communication mentioning the Offering or the Shares published in any newspaper, magazine or similar medium, cold mass mailings, broadcast over television, radio or the internet, or an e-mail message sent to a large number of previously unknown persons;

(ii)any seminar or meeting, the attendees of which have been invited by any general solicitation or general advertising; or

(iii)any letter, circular, notice or other written communication constituting a form of general solicitation or general advertising.

c.The Dealer Manager will only use sales materials (other than the Memorandum) the use of which in connection with the Offering has been approved in advance by the Company in writing (the “Company-Approved Supplemental Information”) and will not provide any Company-Approved Supplemental Information to any prospective investor unless such materials were accompanied or preceded by the Memorandum.

d.The Dealer Manager will notify the Company in advance in writing of the states in which it or a Dealer plans to offer the Shares. If the Company advises the Dealer Manager in writing that the Shares are not eligible to be sold pursuant to an exemption from registration in, or if the Company (in its sole discretion) otherwise elects not to offer the Shares in, one or more states, the Dealer Manager will immediately cease and desist from offering Shares to persons in such states.

e.Until the termination of the Offering, the Dealer Manager shall require the Dealers to provide each prospective investor with a copy of the Memorandum.

f.Until the termination of the Offering, if the Dealer Manager has been provided with a supplement or amendment to the Memorandum, the Dealer Manager shall deliver such supplement or amendment to the Dealers so that the Dealers can distribute such supplement or amendment to persons who previously received a copy of the Memorandum and include such supplement or amendment in all deliveries of the Memorandum after receipt of any such supplement or amendment.

g.The Dealer Manager will not make any oral or written representations on behalf of the Company other than those contained in the Memorandum or Company-Approved Supplemental Information unless the making of such representations has been approved by the Company in writing, nor will the Dealer Manager act as an agent of the Company or for the Company in any other capacity except as expressly set forth herein.

h.Except for a Selected Dealer Agreement and placement agreements with participating registered investment advisers, no agreement will be made by the Dealer Manager with any person permitting the resale, repurchase or distribution of any Shares.

i.The Dealer Manager will furnish to the Company upon request a complete list of all persons and entities who have received a Memorandum and such parties’ addresses.

j.The Dealer Manager will comply with all applicable federal and state laws and regulations relating to the collection, maintenance and disclosure of non-public information provided by prospective investors in connection with their proposed investment in the Shares.

k.The Dealer Manager represents that neither it, nor any of its directors, executive officers, general partners, managing members or other officers participating in the Offering, nor any of the directors, executive officers or other officers participating in the Offering of any such general partner or managing member, nor any other officers, employees or associated persons of the Dealer Manager or any such general partner or managing member that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Shares (each, a “Dealer Manager Covered Person” and, together, “Dealer Manager Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the Securities Act and (ii) a description of which has been furnished in writing to the Company prior to the date hereof.

l.The Dealer Manager represents that it is not aware of any person (other than any Company Covered Person, Dealer Manager Covered Person or Dealer Covered Person (as defined in the form of Selected Dealer Agreement attached hereto) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Shares. The Dealer Manager will notify the Company of any agreement entered into between the Dealer Manager and any such person in connection with such sale.

m.The representations, warranties and covenants in Sections 4.k. through 4.l. above are and shall be continuing representations, warranties and covenants throughout the term of the Offering. The Dealer Manager will notify the Company in writing promptly upon the occurrence of (i) any Disqualification Event relating to any Dealer Manager Covered Person not previously disclosed to the Company in accordance with Section 4.k. above, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Manager Covered Person.

n.If the Dealer Manager receives notification from a Dealer upon the occurrence of (i) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Dealer Manager, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person and in such event, require the Dealer to terminate the Dealer Covered Person or, for Dealer Covered Persons who are not directors or executive officers, no longer permit the Dealer Covered Person to participate in the Offering, the Dealer Manager will notify the Company in writing promptly upon receiving notification from such Dealer of the occurrence of any such event described in this paragraph.

o.The Dealer Manager acknowledges that, with respect to each Dealer Manager Covered Person and Dealer Covered Person, the Company is relying upon the representations, covenants and agreements of the Dealer Manager set forth in this Section 4 and the representations, covenants and agreements of the Dealers referred to in this Section 4 as procedures reasonably designed to ensure that the Company receives notice from each such Dealer Manager Covered Person or Dealer Covered Person of (i) any Disqualification Event relating to that Dealer Manager Covered Person or Dealer Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Dealer Manager Covered Person or Dealer Covered Person.

p.The Dealer Manager will provide such certifications, documentation, and other information reasonably requested by the Company from time to time which the Company deems to be necessary or advisable to carry out the exercise of reasonable care under Rule 506(d) and (e) under the Securities Act in connection with the Offering.

q.The Dealer Manager shall, and shall cause each Dealer, to offer Shares only to a prospective investor (i) whom the Dealer Manager or Dealer, as applicable, has reasonable grounds to believe, and in fact believes, is an Accredited Investor (as that term is defined in Rule 501(a) of Regulation D) and otherwise meets the financial suitability and other purchaser requirements set forth in the Memorandum or in any suitability letter or memorandum sent to it by the Company or the Dealer Manager and (ii) in a manner that does not involve general solicitation, which may include, but is not limited to, the offer of Shares to prospective investors with whom the Dealer Manager or Dealer or an associated person of the Dealer Manager or the Dealer, as applicable, has a “pre-existing substantive relationship” as such term has been interpreted by the SEC in published guidance (a “pre-existing substantive relationship”). During the course of the Offering, the Dealer Manager will comply, and shall direct each Dealer who enters into a Selected Dealer Agreement with the Dealer Manager to comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Regulation D, Rule 506 promulgated under the Securities Act and, if applicable, FINRA Rule 2111 and Regulation Best Interest. The Dealer Manager shall direct each Dealer who enters into a Selected Dealer Agreement with the Dealer Manager to make, or cause to be made, inquiries as required by this Agreement, the Selected Dealer Agreement, the Memorandum, or applicable law of all prospective investors to ascertain whether a purchase of a Share is suitable for the prospective investor.

5.Obligations and Compensation of Dealer Manager.

a.The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash the Shares set forth in the Memorandum through Dealers, all of whom shall be members of FINRA. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares on said terms and conditions set forth in the Memorandum with respect to the Offering and any additional terms or conditions specified in Schedule 1 to this Agreement, as it may be amended from time to time.

b.Promptly after the initial date of the Memorandum, the Dealer Manager and the Dealers shall commence the offering of the Shares in the Offering for cash in jurisdictions in which the Shares are exempt for sale or in which such offering is otherwise permitted. The Dealer Manager and the Dealers will suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company.

c.Subject to volume discounts and other special circumstances described in or otherwise provided under the caption “Plan of Distribution” in the Memorandum, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class S-PR shares in the primary portion of the Offering (the “Class S-PR Primary Shares”) and sales of Class D-PR shares in the primary portion of the Offering (the “Class D-PR Primary Shares”) as described in Schedule 1 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class S-PR Primary Shares and Class D-PR Primary Shares

and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class S-PR Primary Shares or Class D-PR Primary Shares giving rise to such selling commissions, as described more fully in the Selected Dealer Agreement entered into with each such Dealer.

d.Subject to special circumstances described in or otherwise provided under the caption “Plan of Distribution” in the Memorandum, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class S-PR Primary Shares, as described in Schedule 1 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class S-PR Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class S-PR Primary Shares giving rise to such dealer manager fees, as described more fully in the Selected Dealer Agreement entered into with each such Dealer.

e.Except as may be provided in the “Plan of Distribution” section of the Memorandum, subject to the limitations set forth in Section 5.f. below, the Company will pay to the Dealer Manager a distribution fee with respect to sales of Class S-PR and Class D-PR shares as described in Schedule 1 to this Agreement (the “Distribution Fee”). The Company will pay the Distribution Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Distribution Fee to any Dealers who sold the Class S-PR or Class D-PR shares giving rise to a portion of such Distribution Fee to the extent the Selected Dealer Agreement with such Dealer provides for such a reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class S-PR or Class D-PR shares giving rise to a portion of the Distribution Fee is no longer the broker-dealer of record with respect to such Class S-PR or Class D-PR shares, then such Dealer’s entitlement to the portion of the Distribution Fee related to such Class S-PR and/or Class D-PR shares, as applicable, shall cease, and beginning on such date, such portion of the Distribution Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class S-PR and/or Class D-PR shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”) to the extent such Servicing Dealer has entered into a Selected Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance. The Dealer Manager may also reallow some or all of the Distribution Fee to other broker-dealers who provide services with respect to the Shares who shall be considered additional Servicing Dealers pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance, all in accordance with the terms of such Servicing Agreement. No Distribution Fee is payable with respect to the Class I-PR shares.

f.The Dealer Manager will cease receiving the Distribution Fee with respect to individual Class S-PR and Class D-PR shares when they are no longer outstanding, including as a result of conversion to Class I-PR shares described below. Each Class S-PR or Class D-PR share held within a stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I-PR shares at the conversion rate set forth in the Memorandum on the earliest of (a) a listing of any shares of the Company’s common stock on a national securities exchange, (b) the merger or consolidation of the Company with or into another entity in which the Company is not the surviving entity, or the sale or other disposition of all or substantially all of the Company’s assets and (c) the end of the month in which the Dealer Manager in conjunction with the Company’s transfer agent determines that the total upfront

selling commissions, upfront dealer manager fees and ongoing Distribution Fees paid with respect to all shares of such class held by such stockholder within such account (including shares purchased through a distribution reinvestment plan or received as stock dividends) equals or exceeds the limit, if any, set forth in any applicable agreement between the Dealer Manager and a Dealer, provided that the Dealer Manager advises the Company’s transfer agent of the limit in writing) of the aggregate purchase price of all shares of such class held by such stockholder within such account and purchased in a primary offering (i.e., an offering other than a distribution reinvestment plan).

g.The terms of any reallowance of selling commissions, dealer manager fees and the Distribution Fee shall be set forth in the Selected Dealer Agreement or Servicing Agreement entered into with the Dealers or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Dealer or Servicing Dealer for direct payment of commissions or any reallowance of the dealer manager fee or Distribution Fee to such Dealer or Servicing Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of the dealer manager fee or Distribution Fee to Dealers and Servicing Dealers.

h.In addition to the other items of underwriting compensation set forth in this Section 5, the Company and/or Ares Commercial Real Estate Management LLC (the “Advisor”) shall reimburse the Dealer Manager for all items of underwriting compensation referenced in the Memorandum, to the extent the Memorandum indicates that they will be paid by the Company or the Advisor, as applicable, to the extent permitted pursuant to prevailing rules and regulations of FINRA.

i.In addition to reimbursement as provided under Section 5.h, the Company shall also pay directly or reimburse the Dealer Manager for reasonable bona fide due diligence expenses incurred by any Dealer. The Dealer Manager shall obtain from any Dealer and provide to the Company a detailed and itemized invoice for any such due diligence expenses.

j.The Dealer Manager may elect to pay supplemental fees and commissions to certain Dealers and Servicing Dealers with respect to Shares sold in the primary portion of the Offering, which may be paid at the time of sale or over time, provided, however, that the parties acknowledge and agree that such supplemental fees and commissions will not be reimbursed by the Company.

k.The Dealer Manager and all Dealers will offer and sell the Shares at the offering prices per share as determined in accordance with the Memorandum.

6.Indemnification.

a.The Company will indemnify and hold harmless the Dealers and the Dealer Manager, their officers and directors and each person, if any, who controls such Dealer or the Dealer Manager within the meaning of Section 15 of the Securities Act from and against any losses, claims, damages or liabilities, joint or several, to which such Dealers or the Dealer Manager, their officers and directors, or such controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained (i) in the Memorandum or any amendment or supplement

thereto or (ii) in any federal or state securities filing or other document executed by the Company or on its behalf specifically for the purpose of exempting any or all of the Shares from the registration requirements under the securities laws of any jurisdiction or based upon written information furnished by the Company under the securities laws thereof (any such filing, document or information being hereinafter called a “Filing”), or (b) the omission or alleged omission to state in the Memorandum or any amendment or supplement thereto or in any Filing a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (c) the failure of the Company to comply, through no failure of the Dealer Manager, Dealer or their respective indemnified parties, with any of the applicable provisions of the Securities Act, the Exchange Act, the rules and regulations promulgated under the Securities Act and the Exchange Act (including without limitation, Rule 506 of Regulation D), or any other applicable state securities laws, rules or regulations or the private placement procedures set forth in the Memorandum, or (d) the material breach by the Company (through no failure by the Dealer Manager, the Dealer or their respective indemnified parties) of any term, condition, representation, warranty or covenant of the Company set forth in this Agreement, and will reimburse each Dealer or the Dealer Manager, its officers, directors and each such controlling person for any legal or other expenses reasonably incurred by such Dealer or the Dealer Manager, its officers and directors, or such controlling person in connection with investigating or defending such loss, claim, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of, or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company or the Dealer Manager by or on behalf of any Dealer or the Dealer Manager specifically for use with reference to such Dealer or the Dealer Manager in the preparation of the Memorandum or any amendment or supplement thereto, or any such Filing; and further provided that the Company will not be liable in any such case if it is determined that such Dealer or the Dealer Manager was at fault in connection with the loss, claim, damage, liability or action. Notwithstanding the foregoing, the Company will not indemnify or hold harmless the Dealer Manager, any Dealer or any of their affiliates for liabilities arising from or out of an alleged violation of state or federal securities laws by such party, unless one or more of the following conditions are met:

(i) There has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the indemnitee;

(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the indemnitee; or

(iii) A court of competent jurisdiction approves a settlement of the claims against the indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which the securities were offered or sold as to indemnification for violations of securities laws.

b.The Dealer Manager will indemnify and hold harmless the Company, each officer and director of the Company, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or

otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained (i) in the Memorandum or any amendment or supplement thereto or (ii) any Filing, or (b) the omission or alleged omission to state in the Memorandum, or in any amendment or supplement to the Memorandum, or any Filing, a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of the Memorandum or any such amendments or supplements thereto or any such Filing, or (c) any unauthorized use of sales materials or use of unauthorized verbal or written representations concerning the Shares by the Dealer Manager or its representatives or agents (other than a Dealer), or (d) any offers or sales in violation of the private placement procedures set forth in the Memorandum, or (e) the failure of the Dealer Manager to comply, through no failure of the Company or its indemnified parties, with any of the applicable provisions of the Securities Act, the Exchange Act, the rules and regulations promulgated under the Securities Act and the Exchange Act (including without limitation, Rule 506 of Regulation D), or any other applicable state securities laws, rules or regulations, or (f) the material breach by the Dealer Manager of any term, condition, representation, warranty or covenant of the Dealer Manager set forth in this Agreement, or (g) the failure of the Dealer Manager to maintain its status as a registered broker-dealer in accordance with the rules of FINRA and any applicable state broker-dealer registration requirements or the violation by the Dealer Manager or any of its principals, managers, members, directors, officers, employees or agents of any requirements, rules or regulations of FINRA or any other state laws, rules or regulations governing the licensing of or acting as a securities broker-dealer, and will reimburse the aforesaid parties, in connection with investigation or defending such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

c.Each Dealer severally will indemnify and hold harmless the Company, the Dealer Manager and each of their officers and directors and each person, if any, who controls the Company or the Dealer Manager within the meaning of Section 15 of the Securities Act from and against any losses, claims, damages or liabilities to which the Company, the Dealer Manager, any such director or officer, or controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained (i) in the Memorandum or any amendment or supplement thereto, or (ii) in any Filing, or (b) the omission or alleged omission to state in the Memorandum or any amendment or supplement thereto or in any Filing a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or the Dealer Manager by or on behalf of such Dealer specifically for use with reference to such Dealer in the preparation of the Memorandum or any such amendments or supplements thereto or any such Filing, or (c) any unauthorized use of sales materials or use of unauthorized verbal or written representations concerning the Shares by such Dealer or Dealer's representatives or agents in violation of Section VII of the Selected Dealer Agreement or otherwise, or (d) any failure to comply with applicable rules of FINRA, federal or state securities laws or the rules and regulations promulgated thereunder, or any other

state or federal laws and regulations applicable to the Offering or the activities of the Dealer in connection with the Offering (including without limitation Rule 506 of Regulation D), (e) any offers or sales in violation of the private placement procedures set forth in the Memorandum by Dealer or its representatives, employees or agents, or (f) the material breach by the Dealer of any term, condition, representation, warranty or covenant of the Dealer set forth in the Selected Dealer Agreement, or (g) the failure of the Dealer or any of its registered representatives involved with the Offering to maintain their status as a registered broker-dealer or registered representative of the Dealer in accordance with the rules of FINRA and any applicable state broker-dealer registration requirements or the violation by the Dealer or any of its principals, managers, members, directors, officers, employees or agents of any requirements, rules or regulations of FINRA or any other state laws, rules or regulations governing the licensing of or acting as a securities broker-dealer, or (h) the failure by any purchaser of Shares to comply with the investor suitability requirements set forth in the section captioned “Who May Invest” in the Memorandum, and will reimburse the Company and the Dealer Manager and any such directors or officers, or controlling person, in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which such Dealer may otherwise have.

d.Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 6, notify in writing the indemnifying party of the commencement thereof; the omission so to notify the indemnifying party will relieve it from liability under this Section 6 only in the event and to the extent the failure to provide such notice adversely affects the ability to defend such action. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to paragraph (e) of this Section 6) incurred by such indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party.

e.The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one indemnified party. If such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall only be obliged to reimburse the expenses and fees of the one law firm that has been selected by a majority of the indemnified parties against which such action is finally brought; and in the event a majority of such indemnified parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

f.The indemnity agreements contained in this Section 6 shall remain operative and in full force and effect regardless of (a) any investigation made by or on behalf of any Dealer, or any person controlling any Dealer or by or on behalf of the Company, the Dealer Manager or any officer or director thereof, or by or on behalf of any person controlling the Company or the Dealer Manager, (b) delivery of any Shares and payment therefor, and (c) any termination of this Agreement. A successor of any Dealer or of any of the parties to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreements contained in this Section 6.

7.Survival of Provisions.

a. The respective agreements, representations and warranties of the Company and the Dealer Manager set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Dealer Manager or any Dealer or any person controlling the Dealer Manager or any Dealer or by or on behalf of the Company or any person controlling the Company, and (ii) the acceptance of any payment for the Shares.

b.The respective agreements of the Company and the Dealer Manager set forth in Sections 5.c. through 5.k. and Sections 6 through 15 of this Agreement shall remain operative and in full force and effect regardless of any termination of this Agreement.

8.Applicable Law. This Agreement was executed and delivered in, and its validity, interpretation and construction shall be governed by, the laws of the State of New York; provided however, that causes of action for violations of federal or state securities laws shall not be governed by this Section 8. Venue for any action brought hereunder shall lie exclusively in New York, New York.

9.Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same Agreement.

10.Successors and Amendment.

a.This Agreement shall inure to the benefit of and be binding upon the Dealer Manager and the Company and their respective successors. Nothing in this Agreement is intended or shall be construed to give to any other person any right, remedy or claim, except as otherwise specifically provided herein. This Agreement shall inure to the benefit of the Dealers to the extent set forth in Sections 1 and 6 hereof.

b.This Agreement may be amended by the written agreement of the Dealer Manager and the Company.

11.Term and Termination. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or

becomes entitled under Section 5 pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5, offset by any losses suffered by the Company or any officer or director of the Company arising from the Dealer Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 6.b. herein, and (b) the Dealer Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering and that are not designated as “dealer” copies. Dealer Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

12.Confirmation. The Company hereby agrees and assumes the duty to confirm on its behalf and on behalf of Dealers who sell the Shares all orders for purchase of Shares accepted by the Company.

13.Memorandum and Supplemental Information. Dealer Manager agrees that it is not authorized or permitted to give and will not give, any information or make any representation concerning the Shares except as set forth in the Memorandum and any Company-Approved Supplemental Information. For the avoidance of doubt, such Company-Approved Supplemental Information shall not include materials previously approved by the Company for use in the offer and sale of shares of the Company’s common stock pursuant to prior securities offerings that have been terminated. The Dealer Manager further agrees (a) not to deliver any Company-Approved Supplemental Information to any investor or prospective investor, to any broker-dealer that has not entered into a Selected Dealer Agreement or Servicing Agreement, or to any representatives or other associated persons of such a broker-dealer, unless it is accompanied or preceded by the Memorandum as amended and supplemented, and (b) not to show or give to any investor or prospective investor or reproduce any material or writing that is supplied to it by the Company and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the Offering. Dealer Manager, in its agreements with Dealers, will include requirements and obligations of the Dealers similar to those imposed upon the Dealer Manager pursuant to this Section 13.

14.Facilitation of Direct Investments. In connection with direct investments in Shares by investors who are accredited investors (as defined in Rule 501(a) of Regulation D) and are not otherwise represented by a Dealer, the Dealer Manager shall be permitted to provide certain administrative and regulatory services in connection with direct subscriptions for Shares by such investors, including, without limitation, the determination that an investment in Shares is suitable for the investor, compliance with Regulation Best Interest or FINRA Rule 2111, to the extent applicable to the particular investor, and the performance of diligence to verify the identity of the investor and compliance with Section 326 of the USA PATRIOT Act of 2001 and the implementing rules and regulations promulgated thereunder.

15.Suitability of Investors. The Dealer Manager will require that the Dealers offer Shares only to persons who meet the financial qualifications set forth in the Memorandum or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required and in which the Dealer has all required licenses and registrations to offer Shares in such jurisdictions. In offering Shares, the Dealer Manager will require that the Dealer comply with the rules set forth in the FINRA Manual as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Regulation D, Rule 506(b) promulgated under the Securities Act and FINRA Rule 2111. Dealers will diligently make inquiries as required by the Selected Dealer Agreement, the Memorandum, or applicable law of all prospective investors to ascertain whether a purchase of Shares is suitable for the prospective investor and in connection therewith, and

without limiting the foregoing, Dealers have the responsibility to undertake all reasonable investigation, review, and inquiry to ensure that a prospective investor: (a) meets the minimum income and net worth standards established for an investment in the Shares; (b) can reasonably benefit from an investment in the Shares based on the prospective investor’s overall investment objectives and portfolio structure; (c) is able to bear the economic risk of the investment based on the prospective investor’s overall financial situation; and (d) has apparent understanding of (i) the fundamental risks of the investment; (ii) the risk that the investor may lose the entire investment; (iii) the lack of liquidity of the Shares; (iv) the restrictions on transferability of the Shares; (v) the tax consequences of the investment; and (vi) the background of the Advisor. In determining that a prospective investor meets the above requirements, the Dealers shall rely on relevant information obtained from the prospective investor pertinent to the determination, including the investor’s age, investment objectives, investment experiences, income, net worth, financial situation, and other investments, as well as any other factors deemed pertinent by the Dealer. The Dealer Manager will require that the Dealers shall sell the Shares only to those persons who are eligible to purchase such Shares as described in the Memorandum and only through those Dealers who are authorized to sell such Shares. The Dealer Manager, in its agreements with the Dealers, shall require the Dealers to maintain, for at least six years from the date of the sale of Shares, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares. To the extent Shares are offered to investors other than through a Dealer, the obligations of the Dealers set forth in this Section 15 shall become obligations of the Dealer Manager, and the Dealer Manager shall be responsible for ensuring that such offers and sales comply with the obligations set forth in this Section 15; provided, however, that such obligations shall not become obligations of the Dealer Manager in connection with sales to investors referred to the Dealer Manager pursuant to a Referral Agreement as described in Section 14 above.

16.Submission of Orders. The Dealer Manager will require each Dealer to comply with the submission of orders procedures set forth in the form of Selected Dealer Agreement attached as Exhibit “A” to this Agreement. Notwithstanding the foregoing, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks or wire transfers (“instruments of payment”) for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of Shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ instruments of payment and debits and transmit funds to the Company or its designated agent. The procedures for the transmittal of instruments of payment of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the Dealer Manager. If the Dealer Manager is involved in the distribution process other than through a Dealer, the Dealer Manager will comply with such submission of orders procedures, and will require each person desiring to purchase Shares in the Offering to complete and execute a subscription eligibility form in the form provided by the Company to the Dealer Manager for use in connection with the Offering (an “Eligibility Form”) and to deliver to the Dealer Manager or as otherwise directed by the Dealer Manager such completed and executed Eligibility Form together with an instrument of payment in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Memorandum. Eligibility Forms and instruments of payment will be transmitted by the Dealer Manager to the Company as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager. If the Dealer Manager receives an Eligibility Form or instrument of payment not conforming to the instructions set forth in the form of Selected Dealer Agreement, the Dealer Manager shall return such Eligibility Form and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Instruments of payment of rejected subscribers will be promptly returned to such subscribers.

If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us, effective as of the Effective Date.

Very truly yours,
ARES REAL ESTATE INCOME TRUST INC.
By:	/s/ Taylor M. Paul
Name:	Taylor M. Paul
Title:	Managing Director, Chief Financial Officer and Treasurer
By:	/s/ Jeffrey W. Taylor
Name:	Jeffrey W. Taylor
Title:	Partner, Co-President

Accepted and agreed to effective as of the Effective Date:

ARES WEALTH MANAGEMENT SOLUTIONS, LLC
By:	/s/ Casey D. Galligan
Name:	Casey D. Galligan
Title:	Co-Chief Executive Officer
ARES MANAGEMENT CAPITAL MARKETS LLC
---	---
By:	/s/ Heather Braun
Name:	Heather Braun
Title:	Chief Operating Officer

Schedule 1

Compensation

I. Selling Commissions and Dealer Manager Fees

Subject to certain Dealers’ right to retain selling commissions and dealer manager fees directly from investors, as described in such Dealers’ Selected Dealer Agreements, the Company will pay to the Dealer Manager selling commissions in the amount of up to 3.0%, and dealer manager fees in the amount of up to 1.5%, of the offering price per share of each sale of Class S-PR Primary Shares, provided, however that such amounts may vary for sales through certain Dealers as provided in such Dealers’ Selected Dealer Agreements, provided that the sum of such selling commissions and dealer manager fees will not exceed 3.5% of the offering price per share. Further, subject to certain Dealers’ right to retain selling commissions directly from investors, as described in such Dealers’ Selected Dealer Agreements, the Company will pay to the Dealer Manager selling commissions in the amount of up to 1.5% of the offering price per share of each sale of Class D-PR Primary Shares. The Company will not pay to the Dealer Manager any selling commissions or dealer manager fees in respect of the purchase of any Class I-PR shares or DRIP Shares, and will not pay to the Dealer Manager any dealer manager fees in respect of the purchase of any Class D-PR shares.

II. Distribution Fee

The Company will pay to the Dealer Manager a Distribution Fee with respect to outstanding Class S-PR shares in an amount equal to 0.85% per annum of the aggregate NAV of such outstanding Class S-PR shares, consisting of an advisor distribution fee and a dealer distribution fee. The Company expects that the advisor distribution fee will equal 0.65% per annum and the dealer distribution fee will equal 0.20% per annum, of the aggregate NAV for each Class S-PR share; however, with respect to Class S-PR shares sold through certain Dealers, the advisor distribution fee and the dealer distribution fee may be other amounts as set forth in such Dealers’ Selected Dealer Agreements, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares. The Company will pay to the Dealer Manager a Distribution Fee with respect to outstanding Class D-PR shares in an amount equal to 0.25% per annum of the aggregate NAV of such outstanding Class D-PR shares. The Company will not pay the Dealer Manager a Distribution Fee with respect to Class I-PR shares. The Distribution Fees will be paid monthly in arrears.

EXHIBIT A

FORM OF SELECTED DEALER AGREEMENT

Document

Exhibit 21.1

Ares Real Estate Income Trust Inc.

Subsidiary List as of December 31, 2025

NAME	JURISDICTION
ADREX 1031 California Lender LLC	Delaware
ADREX 1031 Lender Diversified 3 LLC	Delaware
ADREX 1031 Lender Diversified 4 LLC	Delaware
ADREX 1031 Lender Diversified 5 LLC	Delaware
ADREX 1031 Lender Diversified 6 LLC	Delaware
ADREX 1031 Lender Diversified 7 LLC	Delaware
ADREX 1031 Lender Diversified 8 LLC	Delaware
ADREX 1031 Lender Diversified 9 LLC	Delaware
ADREX 1031 Lender Diversified 10 LLC	Delaware
ADREX 1031 Lender Diversified 11 LLC	Delaware
ADREX 1031 Lender LLC	Delaware
ADREX 56th Ave IC DST	Delaware
ADREX Arlington DC DST	Delaware
ADREX Artizia DST	Delaware
ADREX Boca Apartments DST	Delaware
ADREX Chantilly IC DST	Delaware
ADREX Constitution Drive LC DST	Delaware
ADREX Diversified 3 DST	Delaware
ADREX Diversified 3 Manager LLC	Delaware
ADREX Diversified 3 Master Tenant LLC	Delaware
ADREX Diversified 3 TRS LLC	Delaware
ADREX Manager LLC	Delaware
ADREX Diversified 4 DST	Delaware
ADREX Diversified 4 Manager LLC	Delaware
ADREX Diversified 4 Master Tenant LLC	Delaware
ADREX Diversified 4 TRS LLC	Delaware
ADREX Diversified 5 DST	Delaware
ADREX Diversified 5 Manager LLC	Delaware
ADREX Diversified 5 Master Tenant LLC	Delaware
ADREX Diversified 5 TRS LLC	Delaware
ADREX Diversified 6 DST	Delaware
ADREX Diversified 6 Manager LLC	Delaware
ADREX Diversified 6 Master Tenant LLC	Delaware
ADREX Diversified 6 TRS LLC	Delaware
ADREX Diversified 7 DST	Delaware
ADREX Diversified 7 Manager LLC	Delaware
ADREX Diversified 7 Master Tenant LLC	Delaware
ADREX Diversified 7 TRS LLC	Delaware
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ADREX Diversified 8 DST	Delaware
ADREX Diversified 8 Manager LLC	Delaware
ADREX Diversified 8 Master Tenant LLC	Delaware
ADREX Diversified 8 TRS LLC	Delaware
ADREX Diversified 9 DST	Delaware
ADREX Diversified 9 Manager LLC	Delaware
ADREX Diversified 9 Master Tenant LLC	Delaware
ADREX Diversified 9 TRS LLC	Delaware
ADREX Diversified 10 DST	Delaware
ADREX Diversified 10 Manager LLC	Delaware
ADREX Diversified 10 Master Tenant LLC	Delaware
ADREX Diversified 10 TRS LLC	Delaware
ADREX Diversified 11 LLC	Delaware
ADREX Diversified 11 Manager LLC	Delaware
ADREX Diversified 11 Master Tenant LLC	Delaware
ADREX Diversified 11 TRS LLC	Delaware
ADREX Eden DST	Delaware
ADREX Fairfield CC DST	Delaware
ADREX Fort Myers Self-Storage DST	Delaware
ADREX Fort Worth DC DST	Delaware
ADREX Foster CC DST	Delaware
ADREX Greenfield DC DST	Delaware
ADREX Glen Afton IC DST	Delaware
ADREX Grove City LC DST	Delaware
ADREX Jacksonville Self-Storage DST	Delaware
ADREX Jessup IC DST	Delaware
ADREX Johns Creek DST	Delaware
ADREX Junction Drive DC DST	Delaware
ADREX Master Tenant LLC	Delaware
ADREX Mercury DST	Delaware
ADREX Metro North IC DST	Delaware
ADREX Miami NW 114th IC DST	Delaware
ADREX New Albany IC DST	Delaware
ADREX Newtown Square Self-Storage DST	Delaware
ADREX Norfolk Self-Storage DST	Delaware
ADREX North Harney IC DST	Delaware
ADREX Northlake LC DST	Delaware
ADREX Norwood Storage DST	Delaware
ADREX Orchard Gateway LC DST	Delaware
ADREX Pima Street LC DST	Delaware
ADREX Pine Vista IC DST	Delaware
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ADREX Pinellas Park Self-Storage DST	Delaware
ADREX Railhead DC DST	Delaware
ADREX Redmond DST	Delaware
ADREX Research Drive LC DST	Delaware
ADREX Richmond Airport LC I DST	Delaware
ADREX Richmond Airport LC II DST	Delaware
ADREX Richmond Airport LC III DST	Delaware
ADREX Sarasota Self-Storage DST	Delaware
ADREX Sharon Hill Self-Storage DST	Delaware
ADREX Signature Series DST	Delaware
ADREX Signature Series Manager LLC	Delaware
ADREX Signature Series Master Tenant LLC	Delaware
ADREX Signature Series TRS LLC	Delaware
ADREX Southpark LC I DST	Delaware
ADREX Southpark LC II DST	Delaware
ADREX Southpark LC III DST	Delaware
ADREX Sugar Land CC DST	Delaware
ADREX Trevose Self-Storage DST	Delaware
ADREX Tri County Parkway IC DST	Delaware
ADREX Wes Warren IC DST	Delaware
ADREX Whitestown DC I DST	Delaware
ADREX Whitestown DC II DST	Delaware
ADREX Whitestown DC III DST	Delaware
ADREX Woodinville DC DST	Delaware
ADREX Zaterra DST	Delaware
AREIT 107 Morgan Lane Lease Management LLC	Delaware
AREIT 107 Morgan Lane LLC	Delaware
AREIT 2024 P1 LLC	Delaware
AREIT Acquisitions LLC	Delaware
AREIT Andover Member LLC	Delaware
AREIT Andover Platform LLC	Delaware
AREIT Andover Services LLC	Delaware
AREIT Artizia Borrower LLC	Delaware
AREIT Artizia Holdco LLC	Delaware
AREIT Atlantic Ave Parent Member LLC	Delaware
AREIT Beltway Commerce LLC	Delaware
AREIT Brockton IC LLC	Delaware
AREIT Cary Self-Storage LLC	Delaware
AREIT Chancellor Drive LLC	Delaware
AREIT Chantilly IC Borrower LLC	Delaware
AREIT Chantilly IC Holdco LLC	Delaware
---	---
AREIT Chester LLC	Delaware
AREIT City View LLC	Delaware
AREIT Clearwater LLC	Delaware
AREIT Constitution Drive LC Borrower LLC	Delaware
AREIT Constitution Drive LC Holdco LLC	Delaware
AREIT Dallas Cityline LLC	Delaware
AREIT Dallas Wycliff LLC	Delaware
AREIT Debt Securities Holdco LLC	Delaware
AREIT Diversified 3 DST Holder LLC	Delaware
AREIT East Columbia ICLLC	Delaware
AREIT Elkton CC LLC	Delaware
AREIT Enterprise Way IC LLC	Delaware
AREIT Exchange REIT LLC	Delaware
AREIT Exchange REIT Holdco LLC	Delaware
AREIT Fairfield CC Borrower LLC	Delaware
AREIT Fairfield CC Holdco LLC	Delaware
AREIT Fort Worth IC LLC	Delaware
AREIT Fort Worth IC Lease Management LLC	Delaware
AREIT Foster CC Borrower LLC	Delaware
AREIT Foster CC Holdco LLC	Delaware
AREIT Foster CC LLC	Delaware
AREIT Franklin LC LLC	Delaware
AREIT General Washington IC LLC	Delaware
AREIT Gillingham IC GP LLC	Delaware
AREIT Gillingham IC Lease Management LLC	Delaware
AREIT Gillingham IC LP	Delaware
AREIT Greenfield DC Borrower LLC	Delaware
AREIT Greenfield DC Holdco LLC	Delaware
AREIT Greenwood Business Center LLC	Delaware
AREIT Harborside LLC	Delaware
AREIT Industrial Drive IC LLC	Delaware
AREIT Intermountain Space Center LLC	Delaware
AREIT Jacksonville Self-Storage Borrower LLC	Delaware
AREIT Jacksonville Self-Storage Holdco LLC	Delaware
AREIT JDC Member LLC	Delaware
AREIT Jessup IC Lease Management LLC	Delaware
AREIT Junction Drive DC Lease Management LLC	Delaware
AREIT JV Credit Facility Holdco LLC	Delaware
AREIT Kenzie Borrower LLC	Delaware
AREIT Kenzie Holdco LLC	Delaware
---	---
AREIT Kenzie LLC	Delaware
AREIT Laredo Logistics Center LLC	Delaware
AREIT Las Vegas IC I LLC	Delaware
AREIT Las Vegas IC II LLC	Delaware
AREIT Manor Riverwalk LLC	Delaware
AREIT Manor Riverwalk Parent JV Member LLC	Delaware
AREIT Maplewood Drive IC LLC	Delaware
AREIT-McDowell Vue Parent LLC	Delaware
AREIT MC European Real Estate Debt Holdco LLC	Delaware
AREIT MC US RE JV Member LLC	Delaware
AREIT Mered II LP LLC	Cayman
AREIT MF2 LLC	Delaware
AREIT MF3 LLC	Delaware
AREIT MF4 LLC	Delaware
AREIT MF5 LLC	Delaware
AREIT MF6 LLC	Delaware
AREIT MF7 LLC	Delaware
AREIT MF8 LLC	Delaware
AREIT MF9 LLC	Delaware
AREIT MF10 LLC	Delaware
AREIT MF11 LLC	Delaware
AREIT MF12 LLC	Delaware
AREIT Moreno Valley GP LLC	Delaware
AREIT Moreno Valley DC LP	Delaware
AREIT Net Lease Portfolio Aggregator Member LLC	Delaware
AREIT New Albany IC Borrower LLC	Delaware
AREIT New Albany IC Holdco LLC	Delaware
AREIT New Town Square Self-Storage LLC	Delaware
AREIT NLD JV Aggregator Member LLC	Delaware
AREIT Norfolk Self-Storage Borrower LLC	Delaware
AREIT Norfolk Self-Storage Holdco LLC	Delaware
AREIT North 5th Street CC Holdco II LLC	Delaware
AREIT North 5th Street CC Holdco I LLC	Delaware
AREIT North 5th Street CC Holdco LLC	Delaware
AREIT North 5th Street CC LLC	Delaware
AREIT Nova I LLC	Delaware
AREIT Nova II LLC	Delaware
AREIT Ohio LC Borrower LLC	Delaware
AREIT Ohio LC Holdco LLC	Delaware
AREIT Ohio LC LLC	Delaware
AREIT Operating Partnership LP	Delaware
---	---
AREIT Park Oaks LLC	Delaware
AREIT PDC Common Holdings LLC	Delaware
AREIT PDC Pref Investor LLC	Delaware
AREIT Phoenix IC LLC	Delaware
AREIT Plainfield Logistics Center LLC	Delaware
AREIT Preston Sherry LLC	Delaware
AREIT-PRH Manor Riverwalk Parent LLC	Delaware
AREIT Property Management LLC	Delaware
AREIT Railhead DC Borrower LLC	Delaware
AREIT Railhead DC Holdco LLC	Delaware
AREIT Real Estate Holdco LLC	Delaware
AREIT Research Drive LC Borrower LLC	Delaware
AREIT Research Drive LC Holdco LLC	Delaware
AREIT Richmond Airport LC III Borrower LLC	Delaware
AREIT Richmond Airport LC III Holdco LLC	Delaware
AREIT Richmond Airport LC IV LLC	Delaware
AREIT Salt Pond LLC	Delaware
AREIT San Stone Oak GP LLC	Delaware
AREIT San Stone Oak LP	Delaware
AREIT San Vance LLC	Delaware
AREIT Skyline Drive LLC	Delaware
AREIT Southpark LC III Borrower LLC	Delaware
AREIT Southpark LC III Holdco LLC	Delaware
AREIT Shenandoah Square LLC	Delaware
AREIT Stafford Grove IP GP LLC	Delaware
AREIT Stafford Grove IP LP	Delaware
AREIT Suniland LLC	Delaware
AREIT Tempe IC LLC	Delaware
AREIT The Palms LLC	Delaware
AREIT Transport Drive CC LLC	Delaware
AREIT TRS Lender LLC	Delaware
AREIT TRS LF Borrower LLC	Delaware
AREIT TRS Holdco I LLC	Delaware
AREIT TRS Holdco LLC	Delaware
AREIT TRS Holdings LLC	Delaware
AREIT UK Fragco 1 LLC	Delaware
AREIT UK Fragco 2 LLC	Delaware
AREIT UK Fragco 3 LLC	Delaware
AREIT UK Holdco LLC	Delaware
AREIT VM8 Logistics Center GP LLC	Delaware
---	---
AREIT VM8 Logistics Center LP	Delaware
AREIT Vue Parent JV Member LLC	Delaware
AREIT Wes Warren IC Borrower LLC	Delaware
AREIT Wes Warren IC Holdco LLC	Delaware
AREIT Western Food Center LLC	Delaware
AREIT Whitestown DC III Borrower LLC	Delaware
AREIT Whitestown DC III Holdco LLC	Delaware
AREIT Yale Village LLC	Delaware
AREIT Zaterra Borrower LLC	Delaware
AREIT Zaterra Holdco LLC	Delaware
Ares Diversified Real Estate Exchange LLC	Delaware
Bala Pointe GP, LLC	Delaware
Bala Pointe Owner LP	Delaware
BCD TRS Corp.	Delaware
BCD TRS Services LLC	Delaware
BCDPF 25 Linden Industrial Center LLC	Delaware
BCDPF 250 Radar Holdco 1 LLC	Delaware
BCDPF 250 Radar Holdco 2 LLC	Delaware
BCDPF 250 Radar Holdco LLC	Delaware
BCDPF 395 Logistics Center LLC	Delaware
BCDPF Air Tech DC II LLC	Delaware
BCDPF Air Tech DC III LLC	Delaware
BCDPF Air Tech DC LLC	Delaware
BCDPF Airway Industrial Park GP LLC	Delaware
BCDPF Airway Industrial Park LP	Delaware
BCDPF Aurora DC LLC	Delaware
BCDPF Barrow Crossing LLC	Delaware
BCDPF Barrow Crossing Pad II LLC	Delaware
BCDPF Barrow Crossing Pad III LLC	Delaware
BCDPF Bay Area Commerce Center GP LLC	Delaware
BCDPF Bay Area Commerce Center LP	Delaware
BCDPF Campus Drive IC LLC	Delaware
BCDPF Cayco LLC	Delaware
BCDPF Clayton Commerce Center LLC	Delaware
BCDPF Florence Logistics Center LLC	Delaware
BCDPF Juno Winter Park LLC	Delaware
BCDPF Kaiser Business Center LLC	Delaware
BCDPF Little Orchard Business Park GP LLC	Delaware
BCDPF Little Orchard Business Park LP	Delaware
BCDPF Long Island Logistics Center LLC	Delaware
BCDPF Northgate DC LLC	Delaware
---	---
BCDPF Radar Distribution Center LLC	Delaware
BCDPF Railhead DC GP LLC	Delaware
BCDPF Railhead DC LP	Delaware
BCDPF Springdale LLC	Delaware
BCDPF Sterling IC LLC	Delaware
BCDPF Tempe Student Housing Portfolio JV Member LLC	Delaware
BCDPF Tempe Student Housing Portfolio LLC	Delaware
BCDPF The Daley at Shady Grove LLC	Delaware
BCDPF Tri County DC II LLC	Delaware
BCDPF Tri County DC LLC	Delaware
BCDPF Tustin Business Center GP LLC	Delaware
BCDPF Tustin Business Center LP	Delaware
BCDPF Vasco IC LLC	Delaware
BCDPF Village at Lee Branch LLC	Delaware
BCDPF World Connect Logistics Center LLC	Delaware
BC Exchange Perimeter Manager LLC	Delaware
Core Tucson Main Gate LLC	Delaware
DCTRT Bala Pointe GP LLC	Delaware
DCTRT Bala Pointe LP	Delaware
DCTRT REPO Holdco LLC	Delaware
DCTRT Securities Holdco LLC	Delaware
DCTRT Springing Member Inc.	Delaware
Div Cap Bala Pointe I General Partnership	Delaware
DPF 1031 Parent LLC	Delaware
DPF 1600 Woodbury Avenue LLC	Delaware
DPF Beaver Creek GP LLC	Delaware
DPF Beaver Creek LP	Delaware
DPF Cherry Creek LLC	Delaware
DPF LOC Lender LLC	Delaware
DPF Mashpee LLC	Delaware
DPF Mashpee Manager LLC	Delaware
DPF Sandwich LLC	Delaware
DPF Services LLC	Delaware
NLD JV Credit Facility Holdco LLC	Delaware
Perimeter Town Center Master Condominium Association, Inc.	Georgia
Southcape Village, LLC	Massachusetts
TRT 1300 Connecticut Avenue Owner LLC	Delaware
TRT 270 Center Holdings LLC	Delaware
TRT 270 Center Owner LLC	Delaware
TRT Flying Cloud Drive LLC	Delaware
TRT Harborside LLC	Delaware
---	---
TRT Hyannis LLC	Delaware
TRT Lending LLC	Delaware
TRT Lending Subsidiary I Holdco LLC	Delaware
TRT Lending Subsidiary I LLC	Delaware
TRT Lending Subsidiary II Holdco LLC	Delaware
TRT Lending Subsidiary II LLC	Delaware
TRT Meriden LLC	Delaware
TRT New Bedford LLC	Delaware
TRT Saugus LLC	Delaware
TRT Wareham LLC	Delaware
TRT Weymouth III LLC	Delaware
TRT Whitman 475 Bedford LLC	Delaware

Document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (No. 333-230311) on Form S-3, (No. 333-252212) on Form S-11 on Form S-3, and (No. 333-194237) on Form S-8 of our report dated March 5, 2026, with respect to the consolidated financial statements of Ares Real Estate Income Trust Inc.

/s/ KPMG LLP

Denver, Colorado

March 5, 2026

Document

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey W. Taylor, certify that:

1.I have reviewed this Annual Report on Form 10-K of Ares Real Estate Income Trust Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 5, 2026	/s/ JEFFREY W. TAYLOR
	Jeffrey W. Taylor<br><br>Partner, Co-President<br><br>(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Taylor M. Paul, certify that:

1.I have reviewed this Annual Report on Form 10-K of Ares Real Estate Income Trust Inc. (the “registrant”);

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 5, 2026	/s/ TAYLOR M. PAUL
	Taylor M. Paul<br><br>Managing Director,<br><br>Chief Financial Officer and Treasurer<br><br>(Principal Financial Officer and Principal Accounting Officer)

Document

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Principal Executive Officer

In connection with the Annual Report on Form 10-K of Ares Real Estate Income Trust Inc. (the “Company”) for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey W. Taylor, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 5, 2026	/s/ JEFFREY W. TAYLOR
	Jeffrey W. Taylor<br><br>Partner, Co-President<br><br>(Principal Executive Officer)

Certification of Principal Financial Officer

In connection with the Annual Report on Form 10-K of Ares Real Estate Income Trust Inc. (the “Company”) for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Taylor M. Paul, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 5, 2026	/s/ TAYLOR M. PAUL
	Taylor M. Paul<br><br>Managing Director,<br><br>Chief Financial Officer and Treasurer<br><br>(Principal Financial Officer and Principal Accounting Officer)

Document

Exhibit 99.1

CONSENT OF INDEPENDENT VALUATION ADVISOR

We hereby consent to the references to our name and the description of our role in the valuation process described under the heading “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Net Asset Value” in Part II, Item 5 of the Annual Report on Form 10-K for the period ended December 31, 2025 of Ares Real Estate Income Trust Inc. (the “Company”), filed by the Company with the Securities and Exchange Commission on the date hereof, being included or incorporated by reference in (i) the Company’s Registration Statement on Form S-3 (File No. 333-230311), (ii) the Company’s Registration Statement on Form S-8 (File No. 333-194237) and (iii) the Company’s Registration Statement on Form S-11 on Form S-3 (File No. 333-252212). In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

	/s/ Altus Group U.S. Inc.
March 5, 2026	Altus Group U.S. Inc.

10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

Commission file number: 000-52596

Ares Real Estate Income Trust Inc.

(303) 228-2200

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Class T Shares of Common Stock, $0.01 par value

Class S Shares of Common Stock, $0.01 par value

Class D Shares of Common Stock, $0.01 par value

Class I Shares of Common Stock, $0.01 par value

Class E Shares of Common Stock, $0.01 par value

Class B Shares of Common Stock, $0.01 par value

DOCUMENTS INCORPORATED BY REFERENCE

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

SUMMARY RISK FACTORS

iii

PART I

ITEM 1. BUSINESS

ITEM 1A. RISK FACTORS

RISKS RELATED TO INVESTING IN SHARES OF OUR COMMON STOCK

Our ability to redeem our stockholders’ shares may be limited, and our board of directors may make exceptions to, modify or suspend our share redemption program at any time.

Our capacity to redeem shares may be further limited if we experience a concentration of investors.

Purchases and redemptions of our common shares will not be made based on the current NAV per share of our common stock.

Economic events that may cause our stockholders to request that we redeem their shares may materially adversely affect our cash flow and our results of operations and financial condition.

A portion of the proceeds raised in our securities offerings are expected to be used to satisfy redemption requests, and such portion of the proceeds may be substantial.

We have experienced periods in the past in which redemption demand exceeded redemption capacity, and we could experience such situations again in the future.

Historical returns may be presented over limited timeframes and are inherently limited in their applicability to the future.

Stockholders will not have the opportunity to evaluate future investments we will make with the proceeds raised in our securities offerings prior to purchasing shares of our common stock.

We may not be able to raise significant funds in our securities offerings.

Even if we are able to raise substantial funds in our securities offerings, investors in our common stock are subject to the risk that our offering, business and operating plans may change.

Valuations and appraisals of our properties, real estate-related assets and real estate-related liabilities are estimates of value and may not necessarily correspond to realizable value.

In order to disclose a monthly NAV, we are reliant on the parties that we engage for that purpose, in particular the Independent Valuation Advisor and the other appraisers that we hire to value and appraise our real property portfolio.

Our NAV is not subject to U.S. generally accepted accounting principles (“GAAP”), will not be independently audited and will involve subjective judgments by the Independent Valuation Advisor and other parties involved in valuing our assets and liabilities.

No rule or regulation requires that we calculate our NAV in a certain way, and our board of directors, including a majority of our independent directors, may adopt changes to the valuation procedures.

Our NAV per share may suddenly change if the valuations of our properties materially change from prior valuations.

New acquisitions may be valued for purposes of our NAV at less than what we pay for them, which would dilute our NAV, or at more than what we pay for them, which would be accretive to our NAV.

The NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable.

The realizable value of specific properties may change before the value is adjusted by the Independent Valuation Advisor and reflected in the calculation of our NAV.

Our NAV and the NAV of our stockholders’ shares may be diluted in connection with current and future securities offerings.

Stockholders do not have the benefit of an independent due diligence review in connection with our securities offerings which increases the risk of their investment.

We currently do not have research analysts reviewing our performance.

Our investors may be at a greater risk of loss than the Advisor and members of our management team.

The availability and timing of cash distributions to stockholders is uncertain.

We have paid and may continue to pay distributions from sources other than our cash flow from operations, including, without limitation, the sale of assets, borrowings or offering proceeds, and we have no limits on the amounts we may pay from such sources.

If we raise substantial offering proceeds in a short period of time, we may not be able to invest all of the net offering proceeds promptly, which may cause our distributions and the long-term returns to our investors to be lower than they otherwise would.

The performance component of the advisory fee is calculated on the basis of the overall investment return provided to holders of Fund Interests over a calendar year, so it may not be consistent with the return on our stockholders’ shares.

Payment of fees and expenses to the Advisor and the Dealer Manager reduces the cash available for distribution and increases the risk that our stockholders will not be able to recover the amount of their investment in our shares.

We are required to pay substantial compensation to the Advisor and its affiliates, which may be increased or decreased during our securities offerings or future offerings by a majority of our board of directors, including a majority of the independent directors.

We are dependent upon the Advisor and its affiliates to conduct our operations and our securities offerings; thus, adverse changes in their financial health or our relationship with them could cause our operations to suffer.

If we were to internalize our management or if another investment program, whether sponsored or advised by affiliates of the Sponsor or otherwise, conducts its own internalization transaction, we could incur significant costs and/or our business could be harmed.

We have broad authority to incur debt, and high debt levels could hinder our ability to make distributions and could decrease the value of our stockholders’ investment in shares of our common stock.

We are dependent on our customers for revenue, and our inability to lease our properties or to collect rent from our customers would adversely affect our results of operations, NAV and returns to our stockholders.

We are active portfolio managers and will incur transaction and transition costs each time that we acquire or dispose of an asset.

In order to maintain what we deem to be sufficient liquidity for our redemption program we may keep more of our assets in securities, cash, cash equivalents and other short-term investments than we would otherwise like, which would affect returns.

RISKS RELATED TO CONFLICTS OF INTEREST

The Advisor faces a conflict of interest because the fees it receives for services performed are based on our NAV, the procedures for which the Advisor will assist our board of directors in developing, overseeing, implementing and coordinating.

The Advisor’s fee may not create proper incentives or may induce the Advisor and its affiliates to make certain investments, including speculative investments, that increase the risk of our real property portfolio.

The Advisor’s management personnel face conflicts of interest relating to time management and there can be no assurance that the Advisor’s management personnel will devote adequate time to our business activities or that the Advisor will be able to hire adequate additional employees.

We compete with entities sponsored or advised by affiliates of the Sponsor, for whom affiliates of the Sponsor provide certain advisory or management services, for opportunities to acquire, lease, finance, or sell investments, and for customers, which may have an adverse impact on our operations.

The Advisor may manage other investment vehicles (including public, non-listed REITs) that have investment objectives that compete or overlap with, and may from time to time invest in, our target asset classes.

We may invest in, acquire, sell assets to or provide financing to investment vehicles managed by the Advisor or its affiliates.

The Advisor is subject to extensive regulation as an investment adviser, which could adversely affect its ability to manage our business.

RISKS RELATED TO ADVERSE CHANGES IN GENERAL ECONOMIC CONDITIONS

Uncertainty and volatility in the credit markets could affect our ability to obtain debt financing on reasonable terms, or at all, which could reduce the number of properties we may be able to acquire and the amount of cash distributions we can make to our stockholders.

Economic events that may cause our stockholders to request that we redeem their shares may materially adversely affect our cash flow and our ability to achieve our investment objectives.

Inflation, changing interest rates or deflation may adversely affect our financial condition and results of operations.

RISKS RELATED TO OUR GENERAL BUSINESS OPERATIONS AND OUR CORPORATE STRUCTURE

A global economic slowdown, or further declines in real estate values could impair our investments and have a significant adverse effect on our business, financial condition and results of operations.

A major public health crisis, pandemic or epidemic could disrupt the U.S. and global economies and industries in which we operate and negatively impact us.

We are highly dependent on the information systems of Ares and systems failures could significantly disrupt our business, which may, in turn, negatively affect our operating results and our ability to pay distributions.

Terrorist attacks and other acts of violence, civilian unrest, military conflict or war may affect the markets in which we operate, our operations and our profitability.

We depend on the Advisor and its key personnel; if any of such key personnel were to cease employment with the Advisor, our business could suffer.

Our board of directors determines our major policies and operations, which increases the uncertainties faced by our stockholders.

Our UPREIT structure may result in potential conflicts of interest with limited partners in the Operating Partnership whose interests may not be aligned with those of our stockholders.