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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): July 31, 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:

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

 

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 1.01 Entry into a Material Definitive Agreement.

Amendment and Restatement of Advisory Agreement

 

On July 31, 2026, EQT Exeter Real Estate Income Trust, Inc. (the “Company”), EQT Exeter REIT Operating Partnership LP (the “Operating Partnership”) and EQT Real Estate, LLC (the “Adviser”) entered into the Second Amended and Restated Advisory Agreement (the “Advisory Agreement”).

 

The terms of the Advisory Agreement are substantially the same as the terms of the advisory agreement that was previously in effect (as such agreement had been amended and extended) except that the term of the Advisory Agreement was extended for an additional year through July 31, 2027. Pursuant to the terms of the Advisory Agreement, the Advisory Agreement may be renewed for an unlimited number of successive one-year periods upon the mutual consent of the Company, the Operating Partnership and the Adviser.

 

Item 7.01 Regulation FD Disclosure.

July 2026 Distributions


On July 31, 2026 (the “Record Date”), the Company declared distributions for each outstanding class of its common stock in the amount per share set forth below:

 

 

 

July 31, 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

 

 

$

 

(0.00810

)

 

$

 

0.03516

 

 

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 August 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.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

 

Description

 

 

 

10.1

 

Second Amended and Restated Advisory Agreement, dated July 31, 2026, by and among EQT Exeter Real Estate Income Trust, Inc., EQT Exeter REIT Operating Partnership LP and EQT Real Estate, LLC

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


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:

July 31, 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)

 



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