Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

As of April 1, 2025, North Haven Net REIT, a Maryland statutory trust (the "Company"), sold an aggregate of 149,124 Class F-I common shares and 77,038 Class I shares (the "Shares") (with the final number of Shares being determined on April 16, 2025) for aggregate consideration of approximately $3,014,850 for Class F-I common shares and $1,562,150 for Class I common shares, based on the net asset value per share as of March 31, 2025, to a feeder vehicle primarily created to hold certain classes of the Company's common shares. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.