UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 16, 2024
J.P. Morgan Real Estate Income Trust, Inc.
(Exact name of Registrant as Specified in Its Charter)
Maryland | 333-265588 | 87-3439916 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer |
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277 Park Avenue 9th Floor New York, New York |
| 10172 |
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (212) 270-6000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 16, 2024, J.P. Morgan Real Estate Income Trust, Inc. (the “Company”) filed Articles Supplementary (the “Articles Supplementary”) to its Articles of Amendment and Restatement, dated June 2, 2022 (the “Charter”), with the Maryland State Department of Assessments and Taxation, pursuant to which the Company reclassified and designated 500,000,000 authorized but unissued shares of Class X Common Stock, $0.01 par value per share, as shares of a new Class X Common Stock, $0.01 par value per share (“Class X Shares”), of the Company and fixed the preferences, rights, powers, restrictions, limitations, qualifications, terms and conditions of the newly designated Class X Shares.
The summary of the Articles Supplementary set forth above does not purport to be a complete summary and is qualified in its entirety by reference to the Articles Supplementary, a copy of which is filed herewith and incorporated herein by reference. Except as described in this Current Report on Form 8-K, the Articles Supplementary did not amend, alter or modify any other terms or provisions of the Charter.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1* |
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| J.P. Morgan Real Estate Income Trust, Inc. |
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Date: | April 22, 2024 | By: | /s/ Lawrence A. Goodfield, Jr. |
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| Lawrence A. Goodfield, Jr. |
