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): June 24, 2026

 

 

EQT Exeter Real Estate Income Trust, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland			333-273163	88-4108741
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
Five Radnor Corporate Center 100 Matsonford Road, Suite 250
Radnor, Pennsylvania				19087
(Address of Principal Executive Offices)				(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:

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		N/A		N/A

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 3.02 Unregistered Sales of Equity Securities.

On June 24, 2026, EQT Exeter Real Estate Income Trust, Inc. (the “Company”) issued an aggregate of 31,948 unregistered restricted shares of Class E common stock, $0.01 par value per share, with a grant date fair value of $12.05 per share, to the Company’s four independent directors as compensation for their services pursuant to the Company’s Independent Director Compensation Plan. The issuance of restricted shares to the Company’s four independent directors amounted to an award of $96,243.35 to each director, or $384,973.40 in the aggregate. The shares were issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The restricted shares of Class E common stock will vest (i) on the one-year anniversary of the grant date, provided that the independent director remains on the board of directors on such vesting date, or (ii) upon the earlier occurrence of his or her termination of service due to his or her death, disability or, if approved by the board of directors, upon a change of control of the Company or for “good reason.”

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 24, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Because 3,626,493 shares of the Company’s common stock, or approximately 55.35% of the 6,550,845 total shares of the Company’s common stock entitled to vote at the Annual Meeting, were present online or by proxy, a quorum was present at the Annual Meeting, as required by the Company’s bylaws. The immediately following charts set forth the number of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each matter voted upon by the stockholders.

Proposal 1 – Election of Directors

The following seven individuals were elected to the Company’s board of directors to serve as directors until the next annual meeting of stockholders and until their successors have been duly elected and qualified.

	Votes For				Votes Against				Votes Abstained				Broker Non-Votes
Henry Steinberg		2,671,537				6,772				71,228				876,956
J. Peter Lloyd		2,666,544				11,766				71,227				876,956
Ali Houshmand		2,664,220				16,675				68,642				876,956
Alan Feldman		2,651,119				27,190				71,228				876,956
Mary Beth Morrissey		2,687,497				11,885				50,155				876,956
Gary Reiff		2,653,616				24,694				71,227				876,956
Peter Rodriguez		2,668,694				9,616				71,227				876,956

 

Proposal 2 – Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2026

 

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified.

 

Votes For				Votes Against				Votes Abstained
	3,553,221				24,731				48,541

 

Item 7.01 Regulation FD Disclosure.

June 2026 Distributions

 

On June 30, 2026 (the “Record Date”), the Company declared distributions for each outstanding class of its common stock in the amount per share set forth below:

 

		June 30, 2026 Record Date Distribution
			Gross Distribution					Distribution Fee					Net Distribution
Class E Common Stock		$		0.04326			$		-			$		0.04326
Class I Common Stock		$		0.04326			$		-			$		0.04326
Class A-I Common Stock		$		0.04326			$		-			$		0.04326
Class A-II Common Stock		$		0.04326			$		-			$		0.04326
Class T Common Stock		$		0.04326			$		(0.00783	)		$		0.03543

 

As of the Record Date, the Company had no outstanding shares of Class S or Class D common stock. The net distributions for each class of common stock (which represents the gross distributions less distribution fees for the applicable class of common stock) are payable to stockholders of record immediately following the close of business on the Record Date set forth above. These distributions will be paid on or about July 10, 2026 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.

SIGNATURES

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:	June 30, 2026		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)