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BCS

Current Report · Items 8.01, 9.01 · 8-K

ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc.

Other Events

Item 8.01 Other Events. Ares Industrial Real Estate Income Trust Inc. (referred to herein as the “Company,” “we,” “our,” or “us”) is filing this Current Report on Form 8-K in order to provide an update regarding our net asset value (“NAV”), our assets and portfolio.…

Filed Aug 17, 2026Accepted Aug 17, 2026, 1:37 PM EDTCIK 1625941Accession 0001628280-26-057288
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Recent company filings

  1. Other EventsOct 15, 2026
  2. Unregistered Sales of Equity SecuritiesOct 7, 2026
  3. Other EventsSep 16, 2026
  4. D/A filingAug 17, 2026
  5. 10-Q filingAug 12, 2026

Disclosure sections

Items 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. Ares Industrial Real Estate Income Trust Inc. (referred to herein as the “Company,” “we,” “our,” or “us”) is filing this Current Report on Form 8-K in order to provide an update regarding our net asset value (“NAV”), our assets and portfolio. Most Recent Transaction Price and Net Asset Value Per Share September 1, 2026 Transaction Price The transaction price for each of our share classes is equal to such share class’s NAV per share as of July 31, 2026. A calculation of the NAV per share is set forth below. July 31, 2026 NAV Per Share Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. Our most recent NAV per share for each share class, which is updated as of the last calendar day of each month, is posted on our website at www.areswms.com/solutions/aireit and is also available on our toll-free, automated telephone line at (888) 310-9352. With the approval of our board of directors, including a majority of our independent directors, we have engaged Altus Group U.S. Inc., a third-party valuation firm, to serve as our independent valuation advisor (“Altus Group” or the “Independent Valuation Advisor”) with respect to helping us administer the valuation and review process for the real properties in our portfolio, providing monthly real property appraisals and valuations for certain of our debt-related assets, reviewing annual third-party real property appraisals, reviewing the internal valuations of loans (“DST Program Loans”) provided to certain investors in our program to raise capital in private placements exempt from registration pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933, as amended, through the sale of beneficial interests (“DST Interests”) in specific Delaware statutory trusts holding real properties, including properties currently indirectly owned by our operating partnership (the “DST Program”), and debt-related liabilities performed by Ares Commercial Real Estate Management LLC (our “Advisor”), providing quarterly valuations of our properties subject to master lease obligations associated with the DST Program, and assisting in the development and review of our valuation procedures. As used below, “Fund Interests” means our outstanding shares of common stock, along with the partnership units in our operating partnership (“OP Units”), which may be or were held directly or indirectly by the Advisor, affiliates of the sponsor and the Advisor, and third parties, and “Aggregate Fund NAV” means the NAV of all the Fund Interests. The following table sets forth the components of Aggregate Fund NAV as of July 31, 2026 and June 30, 2026: As of (in thousands) July 31, 2026 June 30, 2026 Investments in industrial properties $10,014,500 $9,965,200 Investments in unconsolidated joint venture partnerships 9,812 9,770 Investments in real estate debt and securities 647,781 647,075 DST Program Loans 84,114 46,158 Total investments 10,756,207 10,668,203 Cash and cash equivalents 71,593 31,596 Restricted cash 12,122 12,995 Other assets 92,396 83,229 Line of credit, term loans and mortgage notes (4,722,736) (4,742,738) Secured financings on investments in real estate debt securities (46,820) (46,949) Financing obligations associated with our DST Program (896,407) (731,063) Other liabilities (145,209) (153,114) Accrued performance participation allocation (21,207) (11,812) Accrued fixed component of advisory fee (6,245) (6,076) Aggregate Fund NAV $5,093,694 $5,104,271 Total Fund Interests outstanding 381,553 383,487 The following table sets forth the NAV per Fund Interest as of July 31, 2026 and June 30, 2026: (in thousands, except per Fund Class T-R Class D-R Class I-R Class S-PR Class D-PR Class I-PR Interest data) Total Shares Shares Shares Shares Shares Shares OP Units As of July 31, 2026 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Monthly NAV $5,093,694 $891,185 $230,804 $2,171,427 $244,970 $2,278 $196,421 $1,356,609 Fund Interests outstanding 381,553 66,756 17,289 162,655 18,350 171 14,713 101,619 NAV Per Fund Interest $13.3499 $13.3499 $13.3499 $13.3499 $13.3499 $13.3499 $13.3499 $13.3499 As of June 30, 2026 Monthly NAV $5,104,271 $895,472 $231,074 $2,167,102 $241,666 $1,946 $190,004 $1,377,007 Fund Interests outstanding 383,487 67,277 17,361 162,816 18,156 146 14,275 103,456 NAV Per Fund Interest $13.3101 $13.3101 $13.3101 $13.3101 $13.3101 $13.3101 $13.3101 $13.3101 Under U.S. generally accepted accounting principles (“GAAP”), we record liabilities for ongoing distribution fees that we estimate we may pay in future periods for the Fund Interests. As of July 31, 2026, we estimated approximately $140 million of ongoing distribution fees were potentially payable. We do not deduct the liability for estimated future distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimated value on the date that we determine our NAV. Accordingly, our estimated NAV at any given time does not include consideration of any estimated future distribution fees that may become payable after such date. We include no discounts to our NAV for the illiquid nature of our shares, including the limitations on our stockholders’ ability to redeem shares under our share redemption program and our ability to make exceptions to, modify or suspend our share redemption program at any time. Our NAV generally does not reflect the potential impact of exit costs (e.g. selling costs and commissions related to the sale of a property) that would likely be incurred if our assets and liabilities were liquidated or sold today. While we may use market pricing concepts to value individual components of our NAV, our per share NAV is not derived from the market pricing information of open-end real estate funds listed on stock exchanges. Our NAV is not a representation, warranty or guarantee that: (i) we would fully realize our NAV upon a sale of our assets; (ii) shares of our common stock would trade at our per share NAV on a national securities exchange; and (iii) a stockholder would be able to realize the per share NAV if such stockholder attempted to sell his or her shares to a third party. The valuations of our real properties as of July 31, 2026, excluding certain newly acquired properties that are currently held at cost which we believe reflects the fair value of such properties, were provided by the Independent Valuation Advisor in accordance with our valuation procedures. Certain key assumptions that were used by the Independent Valuation Advisor in the discounted cash flow analysis are set forth in the following table: Weighted- Average Basis Exit capitalization rate 5.6% Discount rate / internal rate of return 7.3% Average holding period (years) 10.1 A change in the exit capitalization and discount rates used would impact the calculation of the value of our real property. For example, assuming all other factors remain constant, the changes listed below would result in the following effects on the value of our real properties, excluding certain newly acquired properties that are currently held at cost which we believe reflects the fair value of such properties: Increase (Decrease) to ────────────────────────────────────────────────────────────────────────────────────────────────────── Hypothetical the Fair Value of Input Change Real Properties Exit capitalization rate (weighted-average) 0.25% decrease 3.0% 0.25% increase (2.8)% Discount rate (weighted-average) 0.25% decrease 2.0% 0.25% increase (2.0)% Distributions We authorized monthly gross distributions for each class of shares of our common stock in the amount of $0.0525 per share for the month of July 2026. These distributions were paid to all stockholders of record as of the close of business on July 31, 2026, net of, as applicable, distribution fees that are payable monthly with respect to certain classes of shares of our common stock. Update on Our Assets and Activities As of July 31, 2026, we directly owned and managed a real estate portfolio that included 276 industrial buildings totaling approximately 58 million square feet located in 31 markets throughout the U.S. and was 89% occupied (90% leased). As of July 31, 2026, our leverage ratio was approximately 44% (calculated as outstanding principal balance of our borrowings, including secured financings on investments in real estate debt securities, less cash and cash equivalents, divided by the fair value of our real property, net investments in unconsolidated joint venture partnerships and investments in real estate debt and securities not associated with the DST Program, as determined in accordance with our valuation procedures). Quarter-to-date through July 31, 2026, we raised gross proceeds of approximately $187 million, including proceeds from our distribution reinvestment plan and the sale of DST Interests (including $38 million of DST Interests financed by DST Program Loans). The aggregate dollar amount of common stock and OP Unit redemptions requested for July, which were redeemed in full on August 1, 2026, was $26 million.
Filed exhibits (1)
EX-99.1 (by filename) aire-20260731ex991.htm

EX-99.1 2 aire-20260731ex991.htm EX-99.1 Document Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION ADVISOR We hereby consent to the references to our name and the description of our role in the valuation process described under the heading “July 31, 2026 NAV Per Share” in the Current Report on Form 8-K of Ares Industrial Real Estate Income Trust Inc. (the “Company”), filed by the Company with the Securities and Exchange Commission on the date hereof, being included or incorporated by reference in (i) the Company’s Registration Statement on Form S-8 (File No. 333-228818) and (ii) the Company’s Registration Statement on Form S-11 on Form S-3 (File No. 333-255376). In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933. August 17, 2026 /s/ Altus Group U.S. Inc. ────────────────────────────────────────────────── Altus Group U.S. Inc.

Open exhibit ↗

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