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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): September 22, 2026

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Sterling Real Estate Trust

dba Sterling Multifamily Trust

(Exact name of registrant as specified in its charter)

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North Dakota

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000-54295

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90-0115411

(State or other Jurisdiction of
Incorporation)

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(Commission File Number)

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(IRS Employer Identification No.)

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4340 18th Ave South Ste. 200

Fargo, North Dakota

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58103

(Address of Principal Executive Offices)

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(Zip Code)

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Registrant’s telephone number, including area code: (701) 353-2720

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(Former name or former address if changed since last report.)

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Securities Registered pursuant to Section 12(b) of the Act

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Title of Each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, $0.01 par value per share

N/A

N/A

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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:

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☐ 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))

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☐

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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. ☐

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Item 1.01 Entry Into A Material Definitive Agreement

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Amended and Restated Unit Redemption Plan

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On September 22, 2026, the Company amended and restated its Unit Redemption Plan to increase the mandatory holding period required for units to be eligible for redemption (subject to certain exemptions) from one (1) year to two (2) years effective September 22, 2026.

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The description herein of the Amended and Restated Unit Redemption Plan is qualified in its entirety, and the terms therein are incorporated herein, by reference to the Amended and Restated Unit Redemption Plan filed as Exhibit 10.1 hereto.

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Fourth Amended and Restated to Sterling Real Estate Trust Trustee Compensation Plan

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On September 22, 2026, the Company adopted its Fourth Amended and Restated Trustee Compensation Plan to clarify that trustees not considered “independent” are eligible for compensation as long as they are not an officer or employee of the Trust or an officer, employee, member, manager, or other member of management of the Advisor or any Affiliate of the Advisor.

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The description herein of the Fourth Amended and Restated Sterling Real Estate Trust Trustee Compensation Plan is qualified in its entirety, and the terms therein are incorporated herein, by reference to the Fourth Amended and Restated Sterling Real Estate Trust Trustee Compensation Plan filed as Exhibit 10.2 hereto.

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Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits

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Exhibit

No.

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Title

10.1

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Amended and Restated Unit Redemption Plan

10.2

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Fourth Amended and Restated Sterling Real Estate Trust Trustee Compensation Plan

104

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Cover Page Interactive Data File, (Formatted in inline XBRL).

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SIGNATURES

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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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Sterling Real Estate Trust

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Date: September 25, 2026

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By:

/s/ Megan E. Schreiner

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Name: Megan E. Schreiner

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Title: President

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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-10.1

EX-10.2

EX-101.SCH

EX-101.LAB

EX-101.PRE

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