JP Morgan Real Estate Income Trust Inc.

10/15/2025 | Press release | Distributed by Public on 10/15/2025 11:47

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. 7 DATED OCTOBER 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 provide an update on our portfolio;

to disclose the transaction price for each class of our common stock as of November 1, 2025;

to disclose the calculation of our September 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.

Portfolio Update

Real Estate Acquisition

On October 2, 2025, we entered into a joint venture, of which we own 95%, to acquire a controlling interest in a 133-unit multifamily community in Dorchester, Boston for $41.0 million, excluding closing costs. In connection with the acquisition, we assumed a $23.5 million mortgage loan, which bears a fixed interest rate of 3.91% and is interest only through its maturity date of January 2028.

Real Estate Debt

On October 9, 2025, we closed on a $106.5 million senior mortgage loan to refinance a five-property, 703-unit, multifamily portfolio located in Tennessee and Alabama. The portfolio is 94.3% occupied and consists of three traditional multifamily properties and two student housing properties. The mortgage loan has an initial three-year term and two, one-year extension options. The acquisition was funded with borrowings from our credit facility.

November 1, 2025 Transaction Price

The transaction price for each share class of our common stock sold in this offering for subscriptions accepted as of November 1, 2025 (and repurchases as of October 31, 2025) is as follows:

Transaction Price
(per share)

Class D

$

10.44

Class I

$

10.50

Class S

$

11.22

Class T

$

11.22

As of September 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 September 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

September 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 September 30, 2025 ($ and shares/units in thousands):

Components of NAV

September 30, 2025

Investments in real estate

$

1,174,852

Investments in real estate debt

134,925

Investments in real estate-related and other securities

15,295

Cash and cash equivalents

18,897

Restricted cash

3,628

Other assets

7,759

Debt obligations

(404,061

)

Other liabilities

(26,583

)

Accrued performance participation allocation

(739

)

Stockholder servicing fees payable the following month(1)

(55

)

Non-controlling interests in joint ventures

(18,684

)

Mandatorily redeemable instruments(2)

(83,803

)

Net Asset Value

$

821,431

Number of outstanding shares/units

74,199

(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 September 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 September 30, 2025, we had accrued under GAAP stockholder servicing fees of $5.3 million.

(2)

Represents Class E units in the Operating Partnership and Class E shares (collectively 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 shares 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 and shares were repurchased or redeemable at the reporting date, which equals NAV per Class E unit/share of $11.22. As of September 30, 2025, there were approximately 7.5 million Class E units included in Mandatorily Redeemable Instruments.

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of September 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
Partnership
Units(1)

Total

Net asset value

$

10,619

$

139,060

$

-

$

-

$

591,909

$

-

$

79,002

$

841

$

821,431

Number of outstanding shares/units

1,017

13,250

-

-

52,734

-

7,123

75

74,199

NAV per share/unit

$

10.44

$

10.50

$

-

$

-

$

11.22

$

-

$

11.09

$

11.22

2

(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 September 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

7.16

%

5.76

%

Industrial

8.22

%

6.37

%

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

1.95%

1.90%

(weighted average)

0.25% increase

(1.86)%

(1.90)%

Exit Capitalization Rate

0.25% decrease

2.49%

2.77%

(weighted average)

0.25% increase

(2.27)%

(2.53)%

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 1,137,036 Class D, 10,872,100 Class I and 53,776 Class S shares in the primary offering for total proceeds of approximately $125.2 million. We have issued 64,734 Class D, 247,160 Class I and 2,756 Class S shares for a total value of approximately $3.3 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

The Idaho and Massachusetts suitability standards set forth in the "Suitability Standards" section of the Prospectus are hereby deleted and replaced with the following:

Idaho Investors. Purchasers residing in the state of Idaho must have either (a) a net worth of $85,000 and annual gross income of $85,000 or (b) a liquid net worth of $300,000.

Massachusetts Investors. Purchasers residing in Massachusetts are required to have (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000; or (b) a minimum liquid net worth of $350,000. In addition, the total investment in us, our affiliates, and other non-publicly traded direct investment programs (including REITs, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed 10% of an investor's liquid net worth. For purposes of Massachusetts's suitability standard, "liquid net worth" is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles minus total liabilities) that consists of cash, cash equivalents and readily marketable securities.

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 September 30, 2025 presented on page 2 of this Supplement under the section "September 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 October 15, 2025, and is solely responsible for the information contained herein. Distributed via EDGAR on October 15, 2025 at 17:47 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]