Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On June 2, 2025, J.P. Morgan Real Estate Income Trust, Inc. (the "Company"), pursuant to the Company's distribution reinvestment plan, issued 81,967, 9,463 and 8,630 Class E, Class I and Class Y shares of common stock at prices per share of $11.05, $10.44 and $10.96, respectively, to accredited investors for aggregate purchase prices of $0.91 million, $0.1 million and $0.09 million, respectively.

On June 2, 2025, the Company issued 1,524,007, 28,259 and 610,707 Class E, Class I and Class Y shares of common stock at prices per share of $11.05, $10.44 and $11.12, respectively, to accredited investors in private placements for aggregate purchase prices of $16.8 million, $0.3 million and $6.8 million, respectively. The aggregate commissions paid in connection with the sale of Class Y shares were $0.09 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.