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): February 27, 2025
EQT Exeter Real Estate Income Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation or organization) | 333-273163 (Commission File Number) | 88-4108741 (I.R.S. Employer Identification |
Five Radnor Corporate Center
100 Matsonford Road, Suite 250
Radnor, PA 19087
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (610) 828-3200
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) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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: | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | None | None |
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 x
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. x
Item 1.01 Entry into a Material Definitive Agreement.
On February 27, 2025, EQT Exeter Real Estate Income Trust, Inc. (the “Company”), EQT Exeter REIT Operating Partnership LP (the “Operating Partnership”), and Exeter Property Group, LLC (the “Adviser”) entered into an amendment (the “Amendment”) to the Amended and Restated Advisory Agreement, dated March 19, 2024, as renewed and extended by the Renewal Agreement of Amended and Restated Advisory Agreement, dated July 31, 2024 (collectively, the “Advisory Agreement”).
Under the Advisory Agreement, the Adviser agreed to advance all of the Company’s organization and offering expenses on the Company’s behalf (excluding upfront selling commissions, dealer manager fees and distribution fees) through March 19, 2025, the first anniversary of the date on which the Company broke escrow in its public offering. The Company was to reimburse the Adviser for all such advanced expenses ratably over the 60 months following March 19, 2025. In addition, the Adviser agreed to advance on the Company’s behalf certain of the Company’s general and administrative expenses through the earlier of (a) the first date that the aggregate net asset value (“NAV”) of the Company’s outstanding shares of common stock, along with the Operating Partnership units held by parties other than the Company, reaches $500 million and (b) March 19, 2025, the first anniversary of the date on which the Company broke escrow for its public offering, at which point the Company was to reimburse the Adviser for all such advanced expenses ratably over the 60 months following such date.
The Amendment extends the period over which the Adviser will advance such expenses and makes a corresponding adjustment to the Company’s obligation to reimburse such advanced expenses. Pursuant to the Amendment, the Adviser will advance the organization and offering expenses described above through March 19, 2026, the second anniversary of the date on which the Company broke escrow in its public offering, at which point the Company will reimburse the Adviser for all such expenses ratably over the 60 months following March 19, 2026. In addition, under the Amendment, the Adviser will advance on the Company’s behalf certain of the Company’s general and administrative expenses through the earlier of (a) the first date that the aggregate NAV of the Company’s outstanding shares of common stock, along with Operating Partnership units held by parties other than the Company, reaches $1.0 billion and (b) March 19, 2026, the second anniversary of the date on which the Company broke escrow for its public offering, at which point the Company will reimburse the Adviser for all such advanced expenses ratably over the 60 months following such date.
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Item 7.01 Regulation FD Disclosure.
February 2025 Distributions
On February 28, 2025 (the "Record Date"), the Company declared distributions for each outstanding class of its common stock in the amount per share set forth below:
| February 28, 2025 | ||||
| Record Date Distribution | ||||
| Class E Common Stock | $ | 0.03769 | ||
| Class I Common Stock | $ | 0.03769 | ||
| Class A-I Common Stock | $ | 0.03769 | ||
| Class A-II Common Stock | $ | 0.03769 | ||
As of the Record Date, the Company had no outstanding shares of Class T, Class S, or Class D common stock. The distributions are payable to stockholders of record immediately following the close of business on the Record Date. These distributions will be paid on or about March 10, 2025 and will be paid in cash or reinvested in shares of the Company's common stock for stockholders participating in the Company's distribution reinvestment plan.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1, dated February 27, 2025, to the Amended and Restated Advisory Agreement by and among EQT Exeter Real Estate Income Trust, Inc., EQT Exeter REIT Operating Partnership LP and Exeter Property Group, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: | February 28, 2025 | EQT Exeter Real Estate Income Trust, Inc. | |
| By: | /s/ J. Peter Lloyd | ||
| Name: | J. Peter Lloyd | ||
| Title: | Chief Financial Officer and Director | ||
| (Principal Financial Officer) | |||
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