Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On September 2, 2025, J.P. Morgan Real Estate Income Trust, Inc. (the "Company"), pursuant to the Company's distribution reinvestment plan, issued 94,224, 10,080 and 13,361 Class E, Class I and Class Y shares of common stock at prices per share of $11.11, $10.46 and $11.00, respectively, to accredited investors for aggregate purchase prices of $1.05 million, $0.11 million and $0.15 million, respectively.

On September 2, 2025, the Company issued 292,424 and 409,106 Class E and Class Y shares of common stock at prices per share of $11.11 and $11.15, respectively, to accredited investors in private placements for aggregate purchase prices of $3.3 million and $4.6 million, respectively. The aggregate commissions paid in connection with the sale of Class Y shares were $0.06 million.

On October 1, 2025, the Company, pursuant to the Company's distribution reinvestment plan, issued 96,189, 10,332 and 14,450 Class E, Class I and Class Y shares of common stock at prices per share of $11.18, $10.49 and $11.06, respectively, to accredited investors for aggregate purchase prices of $1.08 million, $0.11 million and $0.16 million, respectively.

On October 1, 2025, the Company issued 351,029, 185,934 and 666,513 Class E, Class I and Class Y shares of common stock at prices per share of $11.18, $10.49 and $11.20, respectively, to accredited investors in private placements for aggregate purchase prices of $3.9 million, $2.0 million and $7.5 million, respectively. The aggregate commissions paid in connection with the sale of Class Y shares were $0.10 million.

On November 3, 2025, the Company, pursuant to the Company's distribution reinvestment plan, issued 99,344, 10,737 and 16,180 Class E, Class I and Class Y shares of common stock at prices per share of $11.22, $10.50 and $11.09, respectively, to accredited investors for aggregate purchase prices of $1.12 million, $0.11 million and $0.18 million, respectively.

On November 3, 2025, the Company issued 2,071,380 and 596,947 Class E and Class Y shares of common stock at prices per share of $11.22 and $11.25, respectively, to accredited investors in private placements for aggregate purchase prices of $23.3 million and $6.7 million, respectively. The aggregate commissions paid in connection with the sale of Class Y shares were $0.10 million.

The transactions described above were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and Regulation D thereunder because they were not part of any public offering and did not involve any general solicitation or general advertising.