Item 3.02. Unregistered Sales of Equity Securities.
As of May 1, 2026, Blue Owl Real Estate Net Lease Trust (the "Company", "we", or "us") sold 3,452,243 shares of its Class I common shares (with the final number of shares being determined on May 15, 2026) to feeder vehicles primarily created to hold the Company's Class I common shares for gross proceeds of approximately $36.8 million, based on net asset value ("NAV") per share as of April 30, 2026. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.
Item 8.01. Other Events.
April 30, 2026 NAV Per Share
The NAV per share for each class of our common shares as of April 30, 2026 is set forth below:
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NAV per share
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Class S
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$
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10.5871
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Class N
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$
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10.6752
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Class D
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$
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10.4481
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Class I
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$
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10.6629
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A detailed calculation of the NAV per share is set forth below. We calculate NAV per share in accordance with the valuation guidelines that have been approved by our Board of Trustees. Our total NAV presented in the following tables includes the NAV of our Class S, Class N, Class D, and Class I common shares, as well as the partnership interests of Blue Owl NLT Operating Partnership LP ("NLT OP") held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of April 30, 2026 ($ in thousands):
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Components of NAV
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April 30, 2026
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Cash and cash equivalents
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$
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161,655
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Restricted cash
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48,682
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Investments in real estate
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4,677,657
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Investment in leases - financing receivables
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596,606
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Investments in real estate debt
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2,371,486
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Intangible assets
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308,919
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Investments in unconsolidated real estate affiliates
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4,256,547
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Other assets
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82,651
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Mortgage notes and credit facility
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(1,470,932)
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Unsecured senior notes, net
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(126,717)
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Other borrowings
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(812,371)
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Due to affiliates
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(61,624)
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DST financing obligation
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(638,253)
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Accounts payable and accrued expenses
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(178,646)
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Other liabilities
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(133,165)
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Net Asset Value
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$
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9,082,495
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Number of outstanding shares/units
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854,354,713
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The following table provides a breakdown of our total NAV and NAV per share/unit by class as of April 30, 2026 ($ in thousands, except per share/unit data):
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NAV per share
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Class S Shares
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Class N Shares
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Class D Shares
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Class I Shares
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Third-Party Operating Partnership Units (1)
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Total
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Monthly NAV
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$
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3,618,971
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$
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593,053
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$
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105,068
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$
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4,356,775
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$
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408,628
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$
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9,082,495
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Number of outstanding shares/units
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341,828,725
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55,554,046
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10,056,183
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408,593,219
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38,322,540
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854,354,713
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NAV Per Share/Unit as of April 30, 2026
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$
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10.5871
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$
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10.6752
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$
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10.4481
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$
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10.6629
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$
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10.6629
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_______________________
(1)Includes the partnership interests of the NLT OP held by the Special Limited Partners and parties other than the Company.
Portfolio Update ($ in thousands)
As of April 30, 2026, the Company holds interests in 3,904 properties, of which 276 are wholly-owned, with a remaining weighted average base lease term of 19 years and a remaining weighted average fully extended1 lease term of 39 years, with annual escalations of 2.2%. The Company's total portfolio assets at fair value are $12,412,856. The Company has a credit rating of BBB2.
As of April 30, 2026, 100.0% of our consolidated real estate portfolio debt and 66.8% of our total consolidated debt was fixed through fixed-rate debt agreements or interest rate swap transactions. The weighted average interest rate and loan-to-value of our consolidated portfolio were 5.3% and 30.1%, respectively.
1 Assumes tenants exercise all options to extend lease term.
2 Morningstar DBRS finalized the issuer rating at BBB and published its private report on July 19, 2025.