{"url_path":"/sec/cik-0001625941/8-k/2026-06-15/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1625941/0001628280-26-043197-index.html","accession_number":"0001628280-26-043197","cik":"0001625941","ticker":null,"issuer_name":"ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1625941/0001628280-26-043197-index.html","primary_entity_key":"0001625941","primary_entity_name":"ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc."},"word_count":1693,"has_tables":true,"body_markdown":"Item 8.01 Other Events.\n\nAres 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.\n\nMost Recent Transaction Price and Net Asset Value Per Share\n\nJuly 1, 2026 Transaction Price\n\nThe transaction price for each of our share classes is equal to such share class’s NAV per share as of May 31, 2026. A calculation of the NAV per share is set forth below.\n\nMay 31, 2026 NAV Per Share\n\nOur 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.\n\nAs 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 Advisor, and third parties, and “Aggregate Fund NAV” means the NAV of all the Fund Interests.\n\nThe following table sets forth the components of Aggregate Fund NAV as of May 31, 2026 and April 30, 2026:\n\nAs of\n\n(in thousands)May 31, 2026April 30, 2026\n\nInvestments in industrial properties $9,936,750  $9,725,500 \n\nInvestments in unconsolidated joint venture partnerships12,964 12,934 \n\nInvestments in real estate debt and securities642,848 670,393 \n\nDST Program Loans45,951 42,795 \n\nTotal investments10,638,513 10,451,622 \n\nCash and cash equivalents53,298 22,906 \n\nRestricted cash13,070 13,349 \n\nOther assets85,586 95,528 \n\nLine of credit, term loans and mortgage notes(4,787,741)(4,602,743)\n\nSecured financings on investments in real estate debt securities(47,928)(70,215)\n\nFinancing obligations associated with our DST Program(704,083)(685,170)\n\nOther liabilities(138,218)(132,505)\n\nAccrued performance participation allocation(15,336)(7,876)\n\nAccrued fixed component of advisory fee(6,047)(6,016)\n\nAggregate Fund NAV$5,091,114 $5,078,880 \n\nTotal Fund Interests outstanding383,085 383,361 \n\n2\n\nThe following table sets forth the NAV per Fund Interest as of May 31, 2026 and April 30, 2026:\n\n(in thousands, except per Fund Class T-RClass D-RClass I-RClass S-PRClass D-PRClass I-PR\n\nInterest data)TotalSharesSharesSharesSharesSharesSharesOP Units\n\nAs of May 31, 2026\n\nMonthly NAV$5,091,114 $900,488 $232,381 $2,170,085 $229,174 $1,940 $179,137 $1,377,909 \n\nFund Interests outstanding383,085 67,758 17,486 163,290 17,244 146 13,479 103,682 \n\nNAV Per Fund Interest$13.2898 $13.2898 $13.2898 $13.2898 $13.2898 $13.2898 $13.2898 $13.2898 \n\nAs of April 30, 2026\n\nMonthly NAV$5,078,880 $922,324 $233,518 $2,151,707 $220,684 $1,901 $166,969 $1,381,777 \n\nFund Interests outstanding383,361 69,618 17,626 162,414 16,658 143 12,603 104,299 \n\nNAV Per Fund Interest$13.2483 $13.2483 $13.2483 $13.2483 $13.2483 $13.2483 $13.2483 $13.2483 \n\nUnder 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 May 31, 2026, we estimated approximately $140.7 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.\n\nWe 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.\n\nOur 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.\n\nThe valuations of our real properties as of May 31, 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:\n\nWeighted-\n\nAverage Basis\n\nExit capitalization rate5.6%\n\nDiscount rate / internal rate of return 7.3%\n\nAverage holding period (years)10.1\n\nA 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:\n\nIncrease\n\n(Decrease) to\n\nHypotheticalthe Fair Value of\n\nInputChangeReal Properties\n\nExit capitalization rate (weighted-average)0.25 %decrease  3.0 %\n\n0.25 %increase(2.8)%\n\nDiscount rate (weighted-average)0.25 %decrease2.0 %\n\n0.25 %increase(2.0)%\n\n3\n\nDistributions\n\nWe 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 May 2026. These distributions were paid to all stockholders of record as of the close of business on May 29, 2026, net of, as applicable, distribution fees that are payable monthly with respect to certain classes of shares of our common stock.\n\nUpdate on Our Assets and Activities\n\nAs of May 31, 2026, we directly owned and managed a real estate portfolio that included 276 industrial buildings totaling approximately 58.4 million square feet located in 31 markets throughout the U.S. and was 89.4% occupied (90.2% leased).\n\nAs of May 31, 2026, our leverage ratio was approximately 45.1% (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).\n\nQuarter-to-date through May 31, 2026, we raised gross proceeds of approximately $89.8 million, including proceeds from our distribution reinvestment plan and the sale of DST Interests (including $5.9 million of DST Interests financed by DST Program Loans). The aggregate dollar amount of common stock and OP Unit redemptions requested for April and May, which were redeemed in full on May 1, 2026 and June 1, 2026, respectively, was $54.1 million.\n\nUpdate on Suitability Standards\n\nThe suitability standards for Class T-R, Class D-R and Class I-R stockholders electing to participate in the distribution reinvestment plan set forth in the section captioned, “Suitability Standards” in 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) are hereby updated to incorporate the following suitability standard applicable to Washington stockholders holding Class T-R, Class D-R or Class I-R shares that elect to participate in our distribution reinvestment plan with respect to such shares on and after July 1, 2026.\n\nWashington—A Washington resident must have (i) a minimum net worth of at least $350,000, or (ii) a minimum net worth of at least $100,000 and a minimum annual gross income of at least $100,000. In addition, a Washington resident’s aggregate investment in Ares Industrial Real Estate Income Trust, Inc. and other non-traded direct participation programs shall not exceed 10% of such Washington resident’s liquid net worth at the time of investment. For these purposes, “liquid net worth” is the portion of an individual’s net worth consisting of cash, cash equivalents, and readily marketable securities. This 10% concentration limit will not apply to investments made by a Washington resident as a result of participation in a distribution reinvestment program, nor will it apply to any Washington resident that is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.\n\nFor purposes of this “Suitability Standards” section of the Prospectus, investments in other “non-traded direct participation programs” include investments in other REITs, business development companies, oil and gas programs, equipment leasing programs, and commodity pools, but exclude investments in securities (x) listed on a securities exchange, (y) sold pursuant to a private offering that is exempt from federal and state registration requirements, and (z) issued by any investment company registered pursuant to the Investment Company Act of 1940, as amended.\n\n4"}