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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 Sep 16, 2026Accepted Sep 16, 2026, 4:30 PM EDTCIK 1625941Accession 0001628280-26-062275
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Recent company filings

  1. Other EventsOct 15, 2026
  2. Unregistered Sales of Equity SecuritiesOct 7, 2026
  3. Other EventsAug 17, 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 October 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 August 31, 2026. A calculation of the NAV per share is set forth below. August 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 August 31, 2026 and July 31, 2026: As of (in thousands) August 31, 2026 July 31, 2026 Investments in industrial properties $8,920,850 $10,014,500 Investments in unconsolidated joint venture partnerships 466,824 9,812 Investments in real estate debt and securities 644,938 647,781 DST Program Loans 91,452 84,114 Total investments 10,124,064 10,756,207 Cash and cash equivalents 145,441 71,593 Restricted cash 12,002 12,122 Other assets 98,214 92,396 Line of credit, term loans and mortgage notes (3,937,536) (4,722,736) Secured financings on investments in real estate debt securities (45,389) (46,820) Related party note payable (164,163) — Financing obligations associated with our DST Program (970,099) (896,407) Other liabilities (151,007) (145,209) Accrued performance participation allocation (7,664) (21,207) Accrued fixed component of advisory fee (6,301) (6,245) Aggregate Fund NAV $5,097,562 $5,093,694 Total Fund Interests outstanding 381,261 381,553 The following table sets forth the NAV per Fund Interest as of August 31, 2026 and July 31, 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 August 31, 2026 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Monthly NAV $5,097,562 $880,305 $230,077 $2,173,708 $251,364 $2,285 $203,005 $1,356,818 Fund Interests outstanding 381,261 65,841 17,208 162,578 18,800 171 15,183 101,480 NAV Per Fund Interest $13.3703 $13.3703 $13.3703 $13.3703 $13.3703 $13.3703 $13.3703 $13.3703 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 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 August 31, 2026, we estimated approximately $139 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 August 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 5.7% 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 $0.0550 per share for the month of August 2026. The monthly gross distribution per share reflects an increase to the amount of the previous monthly gross distribution of $0.0525 per share that had been paid since July 31, 2025. These distributions were paid to all stockholders of record as of the close of business on August 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 August 31, 2026, we directly owned and managed a real estate portfolio that included 262 industrial buildings totaling approximately 53 million square feet located in 31 markets throughout the U.S. and was 89% occupied (90% leased). As of August 31, 2026, our leverage ratio was approximately 40% (calculated as outstanding principal balance of our borrowings, including secured financings on investments in real estate debt securities and related party notes payable, 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 August 31, 2026, we raised gross proceeds of approximately $281 million, including proceeds from our distribution reinvestment plan and the sale of DST Interests (including $46 million of DST Interests financed by DST Program Loans). The aggregate dollar amount of common stock and OP Unit redemptions requested for July and August, which were redeemed in full on August 1, 2026 and September 1, 2026, respectively, was $52 million. On August 31, 2026, the Company, through a subsidiary, and the Public Sector Pension Investment Board (“PSP Investments”) established a joint venture (the “PSP Joint Venture”) to invest up to approximately $2.4 billion with leverage in logistics real estate opportunities in the United States. The Company holds a 51% interest in the PSP Joint Venture, with PSP Investments holding the remaining 49% interest. The PSP Joint Venture will target cash-flowing assets in high-growth markets and includes a seed portfolio contributed by the Company in connection with the formation of the PSP Joint Venture, comprising approximately 5 million square feet across 14 high-quality properties located in key U.S. logistics markets, including California, Texas and New Jersey. Distribution Reinvestment Plan Amendments Effective as of September 14, 2026, our board of directors (the “Board”) amended and restated our public distribution reinvestment plan by adopting the Sixth Amended and Restated Distribution Reinvestment Plan and our private distribution reinvestment plan by adopting the Amended and Restated Private Distribution Reinvestment Plan (together, the “Amended DRPs”). Prior to being amended and restated, the plans provided that the Board could amend, suspend or terminate the plans and they were amended and restated primarily to provide that (i) the vote required to take any such action is the vote of a majority of the Board, including a majority of the Company’s independent directors and (ii) the Amended DRPs cannot be amended to eliminate a participant’s right to terminate participation in the Amended DRPs. Copies of the Amended DRPs are filed as Exhibit 99.2 and Exhibit 99.3 hereto.
Filed exhibits (2)
EX-99.1 (by filename) aire-20260831ex991.htm

EX-99.1 2 aire-20260831ex991.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 “August 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. September 16, 2026 /s/ Altus Group U.S. Inc. ───────────────────────────────────────────────────── Altus Group U.S. Inc.

Open exhibit ↗
EX-99.2 (by filename) aire-20260831ex992.htm

EX-99.2 3 aire-20260831ex992.htm EX-99.2 Document Exhibit 99.2 SIXTH AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN This SIXTH AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN (the “Plan”) is adopted by Ares Industrial Real Estate Income Trust Inc., a Maryland corporation (the “Company” or “AIREIT”) pursuant to its charter (the “Charter”). Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter. 1. Distribution Reinvestment. As agent for the stockholders (the “Stockholders”) of the Company who elect to participate in the Plan, the Company will apply all cash dividends and other cash distributions declared and paid in respect of the shares of the Company’s common stock (the “Shares”) held by each participating Stockholder (the “Dividends”), including Dividends paid with respect to any full or fractional Shares acquired under the Plan, to the purchase of additional Shares of the same class for such participating Stockholder to which such Dividends are attributable. Additionally, as agent for the holders of partnership units (the “OP Units”) of AIREIT Operating Partnership LP (the “Partnership”) who acquire such OP Un…

Open exhibit ↗

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