{"url_path":"/sec/cik-0001944366/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1944366/0001944366-26-000034-index.html","accession_number":"0001944366-26-000034","cik":"0001944366","ticker":null,"issuer_name":"Blue Owl Real Estate Net Lease Trust","edgar_url":"https://www.sec.gov/Archives/edgar/data/1944366/0001944366-26-000034-index.html","primary_entity_key":"0001944366","primary_entity_name":"Blue Owl Real Estate Net Lease Trust"},"word_count":617,"has_tables":true,"body_markdown":"ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS\n\nUnregistered Sales of Equity Securities\n\nWe are conducting the Private Offering to “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act) pursuant to exemptions provided by Section 4(a)(2) of the Securities Act, Regulation D and/or Regulation S thereunder and applicable state securities laws. The table below details the Class S, Class N, Class D, and Class I common shares sold in the Private Offering (primary and distribution reinvestment plan) (dollars are in thousands, except for per share amounts):\n\nShares Sold DateClass SClass NClass DClass ITotal\nAggregate Consideration (1)\n\nJanuary 202612,314,967 1,467,420 229,284 12,710,557 26,722,228 $280,823 \n\nFebruary 20269,577,535 2,144,658 127,818 12,210,392 24,060,403 254,796 \n\nMarch 20269,993,442 2,692,575 561,083 14,690,219 27,937,319 296,499 \n\nTotal31,885,944 6,304,653 918,185 39,611,168 78,719,950 $832,118 \n\n(1)    Includes upfront selling commissions for Class S, Class N, and Class D shares of $2,864.\n\nShare Repurchases\n\nOur Board of Trustees adopted the Share Repurchase Plan, whereby, subject to certain limitations, shareholders may request on a quarterly basis that the Company repurchases all or any portion of their shares. Shares repurchased under the Share Repurchase Plan are limited to no more than 5% aggregate NAV per calendar quarter (measured using the average aggregate NAV as of the end of the immediately preceding three months).\n\nOther than as described for Redeemable common shares and Redeemable non-controlling interests, the Company is not obligated to repurchase any shares and may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, our Board of Trustees may modify and suspend the Share Repurchase Plan if it deems such action to be in the Company’s best interest and the best interest of its shareholders. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any particular calendar quarter, shares repurchased during such calendar quarter will be repurchased on a pro rata basis.\n\nThe following table sets forth purchases by the Company of its common shares during the three months ended March 31, 2026.\n\nRepurchase Request Deadline\n\nTotal Number of Common Shares Purchased (1)\n\nAverage Price per Common Share (2)\n\nTotal Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs\n\nMaximum Approximate Dollar Value of Common Shares That May Yet be Purchased as Part of Publicly Announced Plans or Programs(3)\n\nMarch 5, 202612,609,903 $10.581610,277,344 $— \n\nTotal12,609,903 $10.581610,277,344 $— \n\n_______________\n\n54\n\n(1)Includes 2,332,559 Class I shares previously issued to the Adviser as payment of management fees. The shares were repurchased at the then-current transaction price resulting in a total repurchase of $24,741.\n\n(2)Repurchase pricing date was January 31, 2026.\n\n(3)Repurchases are limited as set forth in our Share Repurchase Plan described above. All requests under the Share Repurchase Plan were satisfied.\n\nFrom Inception through March 31, 2026, 14,761,470 Class I OP Units were issued to the Special Limited Partners. Subsequent to initial issuance, 12,045,212 Class I OP Units were distributed to participants in the Special Limited Partners, with the remaining 2,716,258 Class I OP Units held directly by the Special Limited Partners as of March 31, 2026.\n\nFrom Inception through March 31, 2026, the Company issued 18,052,187 Class I shares to the Adviser as payment of management fees and interest on the affiliate line of credit and has repurchased 17,167,252 of such shares. As of March 31, 2026, the Adviser held 3,327,777 Class I shares, including shares previously purchased by the Adviser. The repurchase of any Class I OP Units held by the Special Limited Partners or Class I shares held by the Adviser acquired as payment of management fee and interest earned by the Adviser occurs outside of our Share Repurchase Plan."}