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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2024

ARES REAL ESTATE INCOME TRUST INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

    

000-52596

    

30-0309068

(State or other jurisdiction

of incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

One Tabor Center, 1200 Seventeenth Street, Suite 2900, Denver, CO

    

80202

(Address of Principal Executive Offices)

(Zip Code)

(303228-2200

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.      

Item 1.01          Entry into a Material Definitive Agreement.

Amended and Restated Advisory Agreement (2024)

Renewal of Advisory Agreement

Ares Real Estate Income Trust Inc. (referred to herein as the “Company,” “we,” “our,” or “us”), AREIT Operating Partnership LP, the Company’s operating partnership (the “Operating Partnership”) and Ares Commercial Real Estate Management LLC, the Company’s advisor (the “Advisor”), previously entered into that certain Second Amended and Restated Advisory Agreement (2023), effective as of June 3, 2023 (the “2023 Advisory Agreement”). The term of the 2023 Advisory Agreement continued through April 30, 2024, subject to an unlimited number of successive one-year renewals. The Company, the Operating Partnership and the Advisor renewed the 2023 Advisory Agreement on substantially the same terms through April 30, 2025, by entering into the Amended and Restated Advisory Agreement (2024) (the “2024 Advisory Agreement”), effective as of April 30, 2024.

In addition to the renewal, the 2024 Advisory Agreement amends the 2023 Advisory Agreement by clarifying that the property accounting services provided by the Advisor do not include financial systems and software and consultants related thereto, and that the Advisor may be reimbursed for expenses related to such financial systems and software and consultants related thereto.

The foregoing description is qualified in its entirety by reference to the full text of the 2023 Advisory Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01          Financial Statements and Exhibits.

(d)          Exhibits

Exhibit
Number

    

Description

10.1*

Amended and Restated Advisory Agreement (2024), dated as of April 30, 2024, by and among Ares Real Estate Income Trust Inc., AREIT Operating Partnership LP and Ares Commercial Real Estate Management LLC.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

*          Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Ares Real Estate Income Trust Inc.

May 3, 2024

By:

/s/ TAYLOR M. PAUL

Taylor M. Paul
Managing Director, Chief Financial Officer and Treasurer