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Current Report · Items 3.02, 8.01 · 8-K

Blue Owl Real Estate Net Lease Trust

Unregistered Sales of Equity Securities · Other Events

Item 3.02. Unregistered Sales of Equity Securities. As of September 1, 2026, Blue Owl Real Estate Net Lease Trust (the “Company”, “we”, or “us”) sold 2,318,790 shares of its Class I common shares (with the final number of shares being determined on September 16, 2026) to feeder vehicles primarily created to hold the Company’s Class I common shares for gross proceeds of approximately $25.0 million,…

Filed Sep 18, 2026Accepted Sep 18, 2026, 4:46 PM EDTCIK 1944366Accession 0001944366-26-000082
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Recent company filings

  1. 4 filingSep 18, 2026
  2. Financial Statements and ExhibitsSep 17, 2026
  3. Unregistered Sales of Equity Securities · Other EventsSep 3, 2026
  4. D/A filingAug 27, 2026
  5. Unregistered Sales of Equity Securities · Other EventsAug 19, 2026

Disclosure sections

Items 3.02, 8.01

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

Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity Securities. As of September 1, 2026, Blue Owl Real Estate Net Lease Trust (the “Company”, “we”, or “us”) sold 2,318,790 shares of its Class I common shares (with the final number of shares being determined on September 16, 2026) to feeder vehicles primarily created to hold the Company’s Class I common shares for gross proceeds of approximately $25.0 million, based on net asset value (“NAV”) per share as of August 31, 2026. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. August 31, 2026 NAV Per Share The NAV per share for each class of our common shares as of August 31, 2026 is set forth below: NAV per share Class S $10.6910 Class N $10.7825 Class D $10.5440 Class I $10.7695 A detailed calculation of the NAV per share is set forth below. We calculate NAV per share in accordance with the valuation guidelines that have been approved by our Board of Trustees. Our total NAV presented in the following tables includes the NAV of our Class S, Class N, Class D, and Class I common shares, as well as the partnership interests of Blue Owl NLT Operating Partnership LP (“NLT OP”) held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of August 31, 2026 ($ in thousands): Components of NAV August 31, 2026 ───────────────────────────────────────────────────────────────────────────── Cash and cash equivalents $183,585 Restricted cash 53,555 Investments in real estate 7,458,762 Investment in leases - financing receivables 596,606 Investments in real estate debt 2,017,782 Intangible assets 323,474 Investments in unconsolidated real estate affiliates 4,471,582 Other assets 82,793 Mortgage notes and credit facility (3,476,963) Other borrowings (438,073) Due to affiliates (49,162) DST financing obligation (859,487) Accounts payable and accrued expenses (243,408) Other liabilities (153,769) Net Asset Value $9,967,277 Number of outstanding shares/units 928,356,661 The following table provides a breakdown of our total NAV and NAV per share/unit by class as of August 31, 2026 ($ in thousands, except per share/unit data): NAV per share Class S Shares Class N Shares Class D Shares Class I Shares Third-Party Operating Partnership Units (1) Total ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Monthly NAV $3,924,267 $639,161 $122,215 $4,839,807 $441,827 $ 9,967,277 Number of outstanding shares/units 367,063,464 59,277,636 11,591,016 449,398,811 41,025,734 928,356,661 NAV Per Share/Unit as of August 31, 2026 $10.6910 $10.7825 $10.5440 $10.7695 $10.7695 _______________________ (1) Includes the partnership interests of the NLT OP held by the Special Limited Partners and parties other than the Company. Share Repurchases On September 4, 2026, the Company repurchased 3,219,537 Class S shares, 346,843 Class N shares, 217,021 Class D shares, and 9,650,361 Class I shares for an aggregate purchase price of approximately $143.7 million, before any applicable early repurchase deduction, which equaled approximately 1.5% of the Company’s NAV. Portfolio Update ($ in thousands) As of August 31, 2026, the Company holds interests in 4,083 properties, of which 424 are wholly-owned, with a remaining weighted average base lease term of 16 years and a remaining weighted average fully extended1 lease term of 35 years, with annual escalations of 2.1%. The Company’s total portfolio assets at fair value are $15,063,608. The Company has a credit rating of BBB2. As of August 31, 2026, 55.0% of our consolidated real estate portfolio debt and 48.8% of our total consolidated debt was fixed through fixed-rate debt agreements or interest rate swap transactions. The weighted average interest rate and loan-to-value of our consolidated portfolio were 5.1% and 37.6%, respectively. 1 Assumes tenants exercise all options to extend lease term. 2 Morningstar DBRS finalized the issuer rating at BBB and published its private report on July 22, 2026.