09/16/2025 | Press release | Distributed by Public on 09/16/2025 10:07
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-265588
J.P. MORGAN REAL ESTATE INCOME TRUST, INC.
SUPPLEMENT NO. 6 DATED SEPTEMBER 16, 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 October 1, 2025; |
• |
to disclose the calculation of our August 31, 2025 net asset value ("NAV") per share for each class of our common stock; |
• |
to provide an update on the status of our offering; and |
• |
to update the "Experts" section of the Prospectus. |
Portfolio Update
On March 7, 2025, we entered into a joint venture with a national real estate operator, of which we own 98%, to originate a geographically diversified portfolio of construction loans that will be used to develop single-tenant net leased retail properties. The joint venture committed $50 million and secured a line of credit for $50 million to finance the loan originations. The joint venture held its first closing in July 2025.
On August 21, 2025, we acquired a multifamily portfolio of 647 workforce housing units across five properties in Charleston, South Carolina. The total purchase price was $86.3 million, excluding closing costs. The portfolio was acquired through a joint venture, of which we own 90% and the remainder is owned by a Charlotte-based owner and operator focused on workforce housing. The acquisition was funded with the proceeds from the sale of shares of our common stock and five, five-year fixed rate loans totaling $59.7 million at a weighted average interest rate of 5.083%.
October 1, 2025 Transaction Price
The transaction price for each share class of our common stock sold in this offering for subscriptions accepted as of October 1, 2025 (and repurchases as of September 30, 2025) is as follows:
Transaction Price |
||||
Class D |
$ |
10.44 |
||
Class I |
$ |
10.49 |
||
Class S |
$ |
11.18 |
||
Class T |
$ |
11.18 |
As of August 31, 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 August 31, 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.
August 31, 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
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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 August 31, 2025 ($ and shares/units in thousands):
Components of NAV |
August 31, 2025 |
|||
Investments in real estate |
$ |
1,152,529 |
||
Investments in real estate debt |
134,927 |
|||
Investments in real estate-related and other securities |
15,316 |
|||
Cash and cash equivalents |
33,026 |
|||
Restricted cash |
8,428 |
|||
Other assets |
7,887 |
|||
Debt obligations |
(403,530 |
) |
||
Other liabilities |
(29,970 |
) |
||
Accrued performance participation allocation |
(448 |
) |
||
Stockholder servicing fees payable the following month(1) |
(53 |
) |
||
Non-controlling interests in joint ventures |
(18,766 |
) |
||
Mandatorily redeemable instruments(2) |
(90,308 |
) |
||
Net Asset Value |
$ |
809,038 |
||
Number of outstanding shares/units |
73,313 |
(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 August 31, 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 August 31, 2025, we had accrued under GAAP stockholder servicing fees of $5.0 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 $11.18. As of August 31, 2025, there were approximately 8.1 million Class E units included in Mandatorily Redeemable Instruments. |
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of August 31, 2025 ($ 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 |
$ |
10,804 |
$ |
137,799 |
$ |
- |
$ |
- |
$ |
585,320 |
$ |
- |
$ |
74,281 |
$ |
834 |
$ |
809,038 |
||||||||||||||||||
Number of outstanding shares/units |
1,035 |
13,139 |
- |
- |
52,347 |
- |
6,717 |
75 |
73,313 |
|||||||||||||||||||||||||||
NAV per share/unit |
$ |
10.44 |
$ |
10.49 |
$ |
- |
$ |
- |
$ |
11.18 |
$ |
- |
$ |
11.06 |
$ |
11.18 |
(1) |
Class E units held by the Special Limited Partner. |
2
Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the August 31, 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 |
6.88 |
% |
5.62 |
% |
||||
Industrial |
8.10 |
% |
6.09 |
% |
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 |
2.01% |
1.90% |
||||
(weighted average) |
0.25% increase |
(1.87)% |
(1.86)% |
||||
Exit Capitalization Rate |
0.25% decrease |
2.68% |
2.89% |
||||
(weighted average) |
0.25% increase |
(2.43)% |
(2.59)% |
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, 10,699,275 Class I and 53,776 Class S shares in the primary offering for total proceeds of approximately $123.4 million. We have issued 61,623 Class D, 232,895 Class I and 2,756 Class S shares for a total value of approximately $3.1 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.
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Experts
The following disclosure is added to the "Experts" section of the Prospectus.
The estimated market values of our investments in real estate as of August 31, 2025 presented on page 2 of this Supplement under the section "August 31, 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.
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