JP Morgan Real Estate Income Trust Inc.
12/15/2025 | Press release | Distributed by Public on 12/15/2025 13:41
Supplemental Prospectus (Form 424B3)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-265588
J.P. MORGAN REAL ESTATE INCOME TRUST, INC.
SUPPLEMENT NO. 9 DATED DECEMBER 15, 2025
TO THE PROSPECTUS DATED APRIL 14, 2025
This prospectus supplement (this "Supplement") is part of and should be read in conjunction with the prospectus of J.P. Morgan Real Estate Income Trust, Inc., dated April 14, 2025 (the "Prospectus"). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.
The purposes of this Supplement are as follows:
|
• |
to disclose the transaction price for each class of our common stock as of January 1, 2026; |
|
• |
to disclose the calculation of our November 30, 2025 net asset value ("NAV") per share for each class of our common stock; |
|
• |
to provide an update on the status of our public offering; and |
|
• |
to disclose certain updates to the Prospectus. |
January 1, 2026 Transaction Price
The transaction price for each share class of our common stock sold in this offering for subscriptions accepted as of January 1, 2026 (and repurchases as of December 31, 2025) is as follows:
|
Transaction Price |
||||
|
Class D |
$ |
10.58 |
||
|
Class I |
$ |
10.63 |
||
|
Class S |
$ |
11.43 |
||
|
Class T |
$ |
11.43 |
||
As of November 30, 2025, we had no outstanding Class T shares or Class S shares. As a result, the transaction price for our Class T shares and Class S shares is equal to the NAV per share for our Class E shares as of November 30, 2025. Class E, Class X and Class Y shares are not sold as a part of this offering. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees. The repurchase price for each share class equals the transaction price of such class.
1
November 30, 2025 NAV Per Share
We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.jpmreit.com. Please refer to "Net Asset Value Calculation and Valuation Guidelines" in the Prospectus for how our NAV is determined. The Adviser is ultimately responsible for determining our NAV.
Our total NAV presented in the following tables includes the aggregate NAV of our common stock, as well as partnership interests of the Operating Partnership held by the Special Limited Partner. The following table provides a breakdown of the major components of our total NAV as of November 30, 2025 ($ and shares/units in thousands):
|
Components of NAV |
November 30, 2025 |
|||
|
Investments in real estate |
$ |
1,288,594 |
||
|
Investments in real estate debt |
241,425 |
|||
|
Investments in real estate-related and other securities |
15,413 |
|||
|
Cash and cash equivalents |
29,330 |
|||
|
Restricted cash |
4,393 |
|||
|
Other assets |
7,783 |
|||
|
Debt obligations |
(586,346 |
) |
||
|
Other liabilities |
(34,397 |
) |
||
|
Accrued performance participation allocation |
(1,491 |
) |
||
|
Stockholder servicing fees payable the following month(1) |
(65 |
) |
||
|
Non-controlling interests in joint ventures |
(19,699 |
) |
||
|
Mandatorily redeemable instruments(2) |
(60,899 |
) |
||
|
Net Asset Value |
$ |
884,041 |
||
|
Number of outstanding shares/units |
78,548 |
|||
|
(1) |
Stockholder servicing fees only apply to Class T, Class S, Class D and Class Y shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under accounting principles generally accepted in the United States of America ("GAAP"), we accrue the lifetime cost of the stockholder servicing fee as an offering cost at the time we sell Class T, Class S, Class D and Class Y shares. The stockholder servicing fee on Class D shares was waived as of November 30, 2025, and the NAV attributable to current holders of Class D shares will not be included in the computation of stockholder servicing fees charged on Class D shares in perpetuity. As of November 30, 2025, we had accrued under GAAP stockholder servicing fees of $6.2 million. |
|
(2) |
Represents Class E units in the Operating Partnership (the "Mandatorily Redeemable Instruments") held by the Adviser that are mandatorily redeemable and only subject to delays to the continuous obligation to ultimately redeem such units once sufficient availability exists under the share repurchase agreements. Therefore, the Mandatorily Redeemable Instruments held by the Adviser are classified as a liability pursuant to Topic 480 - Distinguishing Liabilities from Equity and are initially presented at the initial funding amount received, which is equivalent to fair value at the issuance dates. Subsequently, the Mandatorily Redeemable Instruments are carried at their cash redemption value as if the units were repurchased or redeemable at the reporting date, which equals NAV per Class E unit of $11.43. As of November 30, 2025, there were approximately 5.3 million Class E units included in Mandatorily Redeemable Instruments. |
2
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of November 30, 2025 ($ and shares/units in thousands, except per share/unit data):
|
NAV Per Share/Unit |
Class D Shares |
Class I Shares |
Class S Shares |
Class T Shares |
Class E Shares |
Class X Shares |
Class Y Shares |
Operating |
Total |
|||||||||||||||||||||||||||
|
Net asset value |
$ |
10,615 |
$ |
146,013 |
$ |
- |
$ |
- |
$ |
632,110 |
$ |
- |
$ |
94,441 |
$ |
862 |
$ |
884,041 |
||||||||||||||||||
|
Number of outstanding shares/units |
1,003 |
13,736 |
- |
- |
55,328 |
- |
8,406 |
75 |
78,548 |
|||||||||||||||||||||||||||
|
NAV per share/unit |
$ |
10.58 |
$ |
10.63 |
$ |
- |
$ |
- |
$ |
11.43 |
$ |
- |
$ |
11.23 |
$ |
11.43 |
||||||||||||||||||||
|
(1) |
Class E units held by the Special Limited Partner. |
Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the November 30, 2025 valuations, based on property types. Once we own more than one single-family rental and more than one retail property, we will include the key assumptions for such property types.
|
Property Type |
Discount Rate |
Exit Capitalization Rate |
||||||
|
Multifamily |
7.36 |
% |
5.91 |
% |
||||
|
Industrial |
8.00 |
% |
6.42 |
% |
||||
These assumptions are determined by our independent valuation advisor and reviewed by the Adviser. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:
|
Input |
Hypothetical Change |
Industrial Investment Values |
Multifamily Investment Values |
||||
|
Discount Rate |
0.25% decrease |
1.98% |
1.88% |
||||
|
(weighted average) |
0.25% increase |
(1.83)% |
(1.91)% |
||||
|
Exit Capitalization Rate |
0.25% decrease |
2.44% |
2.61% |
||||
|
(weighted average) |
0.25% increase |
(2.26)% |
(2.49)% |
Status of Our Current Public Offering
Our public offering was declared effective by the SEC on July 22, 2022, and we are currently offering on a continuous basis up to $5.0 billion in shares of our common stock, consisting of up to $4.0 billion in shares in our primary offering and up to $1.0 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we have issued and sold 1,139,281 Class D, 11,262,286 Class I and 53,776 Class S shares in the primary offering for total proceeds of approximately $129.3 million. We have issued 71,116 Class D, 277,759 Class I and 2,756 Class S shares for a total value of approximately $3.7 million pursuant to our distribution reinvestment plan. As of the date hereof, we have not sold any Class T shares in this offering. We intend to continue selling shares in the public offering on a monthly basis.
3
Updates to the Prospectus
Effective as of the close of business on January 1, 2026, the second, third and fourth paragraphs set forth in the "Suitability Standards" section of the Prospectus are hereby deleted and replaced with the following:
In consideration of these factors, we require that a purchaser of shares of our common stock have either:
•
a net worth of at least $350,000; or
•
a gross annual income of at least $100,000 and a net worth of at least $100,000.
Certain states have established suitability standards in addition to the minimum income and net worth standards described above. Shares will be sold to investors in these states only if they meet the additional suitability standards set forth below. Certain broker-dealers selling shares in this offering may impose greater suitability standards than the minimum income and net worth standards described above and the state-specific suitability standards described below.
For purposes of determining whether you satisfy the suitability standards, (i) net worth is calculated excluding the value of your home, home furnishings and automobiles; (ii) unless otherwise indicated, "liquid net worth" means that portion of net worth that consists of cash, cash equivalents and readily marketable investments; and (iii) "direct participation programs" means REITs, business development companies, oil and gas programs, equipment leasing programs, and commodity pools, but excludes federal and state exempt private offerings and any investment company registered pursuant to the Investment Company Act of 1940, as amended.
Effective as of the close of business on January 1, 2026, the Alabama, Iowa and Kentucky suitability standards set forth in the "Suitability Standards" section of the Prospectus are hereby deleted and replaced with the following, and the following Arkansas suitability standard is hereby added:
Alabama Investors. An Alabama investor's aggregate investment in our company and other non-traded direct participation programs shall not exceed 10% of such investor's liquid net worth at the time of investment in us. This concentration limit does not apply to investments made through the distribution reinvestment plan nor to an investor who is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act").
Arkansas Investors. An Arkansas investor's aggregate investment in our company and other non-traded direct participation programs shall not exceed 10% of such investor's liquid net worth at the time of investment in us. This concentration limit does not apply to investments made through the distribution reinvestment plan nor to an investor who is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act.
Iowa Investors. An Iowa investor's aggregate investment in our company and other non-traded direct participation programs shall not exceed 10% of such investor's liquid net worth at the time of investment in us. This concentration limit does not apply to investments made through the distribution reinvestment plan nor to an investor who is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act.
Kentucky Investors. A Kentucky investor's aggregate investment in our company and other non-traded direct participation programs shall not exceed 10% of such investor's liquid net worth at the time of investment in us. This concentration limit does not apply to investments made through the distribution reinvestment plan nor to an investor who is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act.
Effective as of the close of business on January 1, 2026, the Form of Subscription Agreement set forth in Appendix B of the Prospectus is hereby deleted and replaced with the Form of Subscription Agreement attached to this Supplement as Appendix A.
The following disclosure is added to the "Experts" section of the Prospectus.
The estimated market values of our investments in real estate as of November 30, 2025 presented on page 2 of this Supplement under the section "November 30, 2025 NAV Per Share" have been prepared by SitusAMC Real Estate Valuation Services, LLC, an independent valuation firm, and are included in this Supplement given the authority of such firm as experts in property valuations and appraisals. SitusAMC Real Estate Valuation Services, LLC will not calculate or be responsible for our NAV per share for any class of our shares.
4
Appendix A
JP Morgan Real Estate Income Trust Inc. published this content on December 15, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 15, 2025 at 19:41 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]