FALSE000162594100016259412026-06-302026-06-30

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 30, 2026
Ares Industrial Real Estate Income Trust Inc.
(Exact name of registrant as specified in its charter)
Maryland000-5603247-1592886
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
One Tabor Center,
1200 Seventeenth Street, Suite 2900
Denver, CO 80202
(Address of principal executive offices)
(303) 228-2200
(Registrant’s telephone number, including area code)
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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
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      o
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. o



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
August 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 June 30, 2026. A calculation of the NAV per share is set forth below.
June 30, 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 June 30, 2026 and May 31, 2026:
As of
(in thousands)June 30, 2026May 31, 2026
Investments in industrial properties $9,965,200  $9,936,750 
Investments in unconsolidated joint venture partnerships9,770 12,964 
Investments in real estate debt and securities647,075 642,848 
DST Program Loans46,158 45,951 
Total investments10,668,203 10,638,513 
Cash and cash equivalents31,596 53,298 
Restricted cash12,995 13,070 
Other assets83,229 85,586 
Line of credit, term loans and mortgage notes(4,742,738)(4,787,741)
Secured financings on investments in real estate debt securities(46,949)(47,928)
Financing obligations associated with our DST Program(731,063)(704,083)
Other liabilities(153,114)(138,218)
Accrued performance participation allocation(11,812)(15,336)
Accrued fixed component of advisory fee(6,076)(6,047)
Aggregate Fund NAV$5,104,271 $5,091,114 
Total Fund Interests outstanding383,487 383,085 
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The following table sets forth the NAV per Fund Interest as of June 30, 2026 and May 31, 2026:
(in thousands, except per Fund Class T-RClass D-RClass I-RClass S-PRClass D-PRClass I-PR
Interest data)TotalSharesSharesSharesSharesSharesSharesOP Units
As of June 30, 2026
Monthly NAV$5,104,271 $895,472 $231,074 $2,167,102 $241,666 $1,946 $190,004 $1,377,007 
Fund Interests outstanding383,487 67,277 17,361 162,816 18,156 146 14,275 103,456 
NAV Per Fund Interest$13.3101 $13.3101 $13.3101 $13.3101 $13.3101 $13.3101 $13.3101 $13.3101 
As of May 31, 2026
Monthly NAV$5,091,114 $900,488 $232,381 $2,170,085 $229,174 $1,940 $179,137 $1,377,909 
Fund Interests outstanding383,085 67,758 17,486 163,290 17,244 146 13,479 103,682 
NAV Per Fund Interest$13.2898 $13.2898 $13.2898 $13.2898 $13.2898 $13.2898 $13.2898 $13.2898 
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 June 30, 2026, we estimated approximately $141 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 June 30, 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 rate5.6%
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
Hypotheticalthe Fair Value of
InputChangeReal Properties
Exit capitalization rate (weighted-average)0.25 %decrease  3.0 %
0.25 %increase(2.8)%
Discount rate (weighted-average)0.25 %decrease2.0 %
0.25 %increase(2.0)%
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Distributions
We authorized monthly gross distributions for each class of shares of our common stock in the amount of $0.0525 per share for the month of June 2026. These distributions were paid to all stockholders of record as of the close of business on June 30, 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 June 30, 2026, we directly owned and managed a real estate portfolio that included 276 industrial buildings totaling approximately 58 million square feet located in 31 markets throughout the U.S. and was 88% occupied (89% leased).
As of June 30, 2026, our leverage ratio was approximately 45% (calculated as outstanding principal balance of our borrowings, including secured financings on investments in real estate debt securities, 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) and the weighted-average interest rate of our consolidated borrowings was 4.40%.
For the quarter ended June 30, 2026, we raised gross proceeds of approximately $146 million, including proceeds from our distribution reinvestment plan and the sale of DST Interests (including $6 million of DST Interests financed by DST Program Loans). The aggregate dollar amount of common stock and OP Unit redemptions requested for April, May and June, which were redeemed in full on May 1, 2026, June 1, 2026 and July 1, 2026, respectively, was $105 million.

Update on Real Properties
As of June 30, 2026 our real estate portfolio included:
274 industrial buildings totaling approximately 58 million square feet comprised our operating portfolio, which includes stabilized properties, and was 89% occupied (89% leased) with a weighted-average remaining lease term (based on square feet) of approximately 3.7 years; and
Two industrial buildings totaling approximately 189 thousand square feet comprised our value-add portfolio, which includes buildings acquired with the intention to reposition or redevelop, or buildings recently completed which have not yet reached stabilization. We generally consider a building to be stabilized on the earlier to occur of the first anniversary of a building’s shell completion or a building achieving 90% occupancy.
During the trailing 12 months ended June 30, 2026, we transacted approximately 9 million square feet of new and renewal leases, and rent growth on comparable leases averaged 38%, calculated using cash basis rental rates (46% when calculated using GAAP basis rental rates). As of June 30, 2026, rents across our portfolio were estimated to be 16% below market (on a weighted-average basis).
Acquisitions. During the three months ended June 30, 2026, we acquired six industrial buildings for a contractual purchase price of $169 million.
Dispositions. During the three months ended June 30, 2026, we sold one industrial building for a gross sales price of $19 million. Our accounting basis (net of accumulated depreciation and amortization) for this building as of the disposition date was approximately $15 million.
Building Types. Our industrial buildings consist primarily of warehouse distribution facilities suitable for single or multiple customers. The following table summarizes our portfolio by building type as of June 30, 2026:
Building TypeDescriptionPercent of Rentable Square Feet
Bulk distributionBuilding size of 150,000 to over 1 million square feet, single or multi-customer78 %
Light industrialBuilding size of less than 150,000 square feet, single or multi-customer22 
Flex industrialIncludes assembly or research and development, primarily multi-customer— 
100 %
4


Portfolio Overview and Market Diversification. As of June 30, 2026, the average effective annual rent of our total real estate portfolio (calculated by dividing total annualized base rent, which includes the impact of any contractual tenant concessions (cash basis), by total occupied square footage) was approximately $8.28 per square foot. The following table summarizes certain operating metrics of our portfolio by market as of June 30, 2026:
Number of Rentable OccupiedLeased
($ and square feet in thousands)BuildingsSquare FeetRate (1) Rate (1)Annualized Base Rent (2)
Operating Properties:
Atlanta193,94987 %87 %$26,816 %
Austin656276 76 4,624 
Bay Area384589 89 9,409 
Boston4606100 100 5,892 
Central Florida112,19591 91 16,072 
Central Valley92,28087 87 14,957 
Charlotte1210100 100 1,178 — 
Chicago285,71490 95 33,712 
Cincinnati2705100 100 4,023 
Columbus4996100 100 6,162 
Dallas185,97392 92 34,090 
D.C. / Baltimore111,19697 97 12,982 
Denver4536100 100 5,116 
Houston163,125100 100 21,432 
Indianapolis52,59185 85 10,737 
Las Vegas71,11872 72 9,551 
Louisville51,579100 100 7,445 
Memphis103,59890 90 15,259 
Nashville31,25471 71 6,787 
New Jersey173,52698 98 39,044 
Pennsylvania162,93761 66 17,308 
Phoenix665482 82 5,119 
Portland371666 66 4,547 
Reno61,422100 100 9,953 
Salt Lake City51,00392 92 7,577 
San Antonio19633 33 306 — 
San Diego769461 61 6,109 
Savannah2519100 100 3,122 
Seattle132,30599 99 24,260 
South Florida132,31791 92 24,725 
Southern California193,00679 79 39,020 
Total operating27458,22789 89 427,334 100 
Value-Add Properties:
Houston112963 63 517 — 
New Jersey160— — — — 
Total value-add properties218943 43 517 — 
Total portfolio27658,41688 %89 %$427,851 100 %
_________________________________________________________________________
(1)The occupied rate reflects the square footage with a paying customer in place. The leased rate includes the occupied square footage and additional square footage with leases in place that have not yet commenced.
(2)Annualized base rent is calculated as monthly base rent, including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of June 30, 2026, multiplied by 12.
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The following table sets forth the top 10 geographic allocations of our real estate portfolio based on fair value as of June 30, 2026:
($ in thousands) Number of
Buildings
 Fair Value of Real Property (1) % of Fair Value
New Jersey18$961,450 10 %
Dallas18839,450 
Southern California19795,800 
Chicago28777,000 
South Florida13670,800 
Atlanta19617,000 
Pennsylvania16512,450 
Seattle13497,450 
Houston17452,950 
Central Florida11355,300 
Other1043,485,550 35 
Total Portfolio276$9,965,200 100 %
_________________________________________________________________________
(1)Comprised of $9.9 billion of real property in our operating portfolio, which includes stabilized properties and $33 million of real property in our value-add portfolio, which includes buildings acquired with the intention to reposition or redevelop or buildings recently completed which have not yet reached stabilization. We generally consider a building to be stabilized on the earlier to occur of the first anniversary of a building’s shell completion or a building achieving 90% occupancy.
Lease Terms. Lease terms typically range from one to 10 years and often include renewal options. Leases that are structured on a “triple net basis,” in which customers pay their proportionate share of real estate taxes, insurance, common area maintenance, and certain other operating costs, account for 99% of our total leased portfolio, based on number of leases. In addition, most of our leases include fixed rental increases or Consumer Price Index-based rental increases.
Lease Expirations. As of June 30, 2026, the weighted-average remaining lease term (based on square feet) of our total occupied portfolio was approximately 3.7 years, excluding renewal options. The following table summarizes the lease expirations of our occupied portfolio for leases in place as of June 30, 2026, without giving effect to the exercise of renewal options or termination rights, if any:
($ and square feet in thousands)Number of Leases Annualized Base Rent (1)Occupied Square Feet
Remainder of 2026 (2)26$18,474 %2,612 %
20278970,792 17 9,336 18 
202810577,453 18 8,968 17 
20298466,545 16 8,010 16 
20305455,893 13 6,488 13 
20315137,843 4,474 
20324045,840 11 5,686 11 
203385,507 586 
2034924,681 2,696 
20352673 — 42 — 
Thereafter1524,150 2,763 
Total occupied483$427,851 100 %51,661100 %
_________________________________________________________________________
(1)Annualized base rent is calculated as monthly base rent, including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of June 30, 2026, multiplied by 12.
(2)Includes one lease totaling approximately 490 thousand square feet that expired on June 30, 2026.
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Customer Diversification. As of June 30, 2026, none of our customers individually represented more than 10% of total occupied square feet or total annualized base rent of our portfolio. The following table reflects the 10 largest customers of our portfolio, based on annualized base rent, which occupied a combined 10 million square feet as of June 30, 2026:
Customer% of Total
Annualized Base Rent (1)
% of Total
Occupied Square Feet
Amazon%%
B. Braun Medical
Mondelez Global, LLC
Radial, Inc.
Estes Forwarding Worldwide
Maersk
East Coast/West Coast Logistics, LLC
FedEx Corporation
US Elogistics Service Corp
KeHE Distributors, Inc.
Total22 %20 %
_________________________________________________________________________
(1)Annualized base rent is calculated as monthly base rent, including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of June 30, 2026, multiplied by 12.
The majority of our customers do not have a public corporate credit rating. We evaluate creditworthiness and financial strength of prospective customers based on financial, operating and business plan information that is provided to us by such prospective customers, as well as other market, industry, and economic information that is generally publicly available.
Industry Diversification. The table below illustrates the diversification of our portfolio by industry classifications of our customers as of June 30, 2026:
($ and square feet in thousands)Number of LeasesAnnualized Base Rent (1)Occupied Square Feet
Transportation / Logistics59$78,636 18 %8,812 17 %
eCommerce / Fulfillment2847,657 11 6,341 12 
Food & Beverage3537,174 4,312 
Storage / Warehousing4032,461 4,130 
Auto2923,925 3,338 
Manufacturing3922,394 2,750 
Home Furnishings1617,510 2,154 
Medical Products / Equipment515,123 1,021 
Computer / Electronics2013,590 1,535 
Electrical / Wire1212,420 1,768 
Other200126,961 29 15,500 32 
Total483$427,851 100 %51,661 100 %
_________________________________________________________________________
(1)Annualized base rent is calculated as monthly base rent, including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of June 30, 2026, multiplied by 12.
7


Update to Plan Administrator Contact Information
Our current Class T-R, Class D-R and Class I-R public offering prospectus (the “Prospectus”) included in our Registration Statement on Form S-3 (File No. 333-255376) is hereby updated to reflect that the name of our Plan Administrator for our distribution reinvestment plan (the “Plan”) is SS&C Technologies. Accordingly, all references to “SS&C GIDS, Inc.” in the Prospectus are hereby replaced with references to “SS&C Technologies.”
In addition, the sections of the Prospectuses captioned, “Summary of Our Fifth Amended and Restated Distribution Reinvestment Plan—Enrollment, —Plan Administrator and —Contact for Answers to Questions Regarding the Plan” are hereby updated to reflect that the following addresses should be used for communications sent to our Plan Administrator (the “regular mail” address should be used for inquiries concerning the Plan):
For regular mail:For overnight deliveries:
Ares Industrial Real Estate Income Trust Inc.Ares Industrial Real Estate Income Trust Inc.
C/O SS&C TechnologiesC/O SS&C Technologies
PO Box 219079801 Pennsylvania Avenue, Suite 219079
Kansas City, Missouri 64105Kansas City, Missouri 64105
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Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit
Number
Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
Forward-Looking Statements
This Current Report on Form 8-K includes certain statements that may be deemed “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “could,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or other similar words or terms and include, without limitation, statements regarding the estimates and assumptions used in the calculation of our NAV per Fund Interest. These statements are not guarantees of future performance, and involve certain risks, uncertainties and assumptions that are difficult to predict. The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions, and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, present and future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Among the factors that may cause results to vary are difficulties in economic conditions generally and the real estate, debt, and securities markets specifically, including the impact of inflation, changes in interest rates, developments related to tariffs and trade policies and the resulting impacts on market volatility and global trade and the conflicts in Ukraine and in the Middle East, legislative or regulatory changes, including changes to the laws governing the taxation of real estate investment trusts (“REITs”), risks associated with acquisitions, availability and creditworthiness of prospective customers, availability of capital (debt and equity), competition, supply and demand for properties in current and any proposed market areas in which we invest, our customers’ ability to pay rent, changes to accounting principles, policies and guidelines applicable to REITs, environmental, regulatory and/or safety requirements, customer bankruptcies and defaults, the availability and cost of comprehensive insurance, including our ability to continue to qualify as a REIT, and other factors, many of which are beyond our control. For a further discussion of these factors and other risk factors that could lead to actual results materially different from those described in the forward-looking statements, see “Risk Factors” under Item 1A of Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent periodic and current reports filed with the SEC. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC.
July 17, 2026
By:/s/ TAYLOR M. PAUL
Name:Taylor M. Paul
Title:
Managing Director, Chief Financial Officer and Treasurer
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