{"url_path":"/sec/cik-0001959961/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Repurchases of Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1959961/0001959961-26-000010-index.html","accession_number":"0001959961-26-000010","cik":"0001959961","ticker":null,"issuer_name":"IPC Alternative Real Estate Income Trust, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1959961/0001959961-26-000010-index.html","primary_entity_key":"0001959961","primary_entity_name":"IPC Alternative Real Estate Income Trust, Inc."},"word_count":919,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Repurchases of Securities\n\nRecent Sales of Unregistered Equity Securities\n\nOn January 6, 2026, we issued 1,172 restricted shares of Class I common stock to Alan Feldman, one of our independent directors, with a grant date fair value of $27,125. Restricted stock issued to independent directors will generally vest one year from the date of grant and become fully vested earlier upon a liquidity event or upon the termination of a director by reason of his or her death or disability. This issuance was consummated without registration under the Securities Act, in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act.\n\nOther than mentioned above, all sales of unregistered securities during the three months ended March 31, 2026 were previously reported in a Current Report on Form 8-K.\n\nUse of Proceeds\n\nWe have registered with the SEC the Public Offering of up to $1.25 billion in shares of common stock, consisting of up to $1 billion in shares in our primary offering and up to $250 million in shares pursuant to our distribution reinvestment plan. On September 28, 2023, our Registration Statement on Form S-11 (File No. 333-272750) with respect to the Public Offering was declared effective by the SEC.\n\nThe following table presents information about the Public Offering and use of proceeds therefrom as of March 31, 2026 ($ in thousands except for share data):\n\n \n\nClass T\nShares\n\n \n\nClass S\nShares\n\n \n\nClass D\nShares\n\n \n\nClass I\nShares\n\n \n\nTotal\n\n \n\n Public Offering shares sold\n\n \n\n189,090\n\n \n\n \n\n—\n\n \n\n \n\n24,711\n\n \n\n \n\n365,029\n\n \n\n \n\n578,830\n\n \n\n Gross proceeds from primary offering\n\n$\n\n4,534\n\n \n\n$\n\n—\n\n \n\n$\n\n574\n\n \n\n$\n\n8,682\n\n \n\n$\n\n13,790\n\n \n\n Reinvestments of distributions\n\n \n\n76\n\n \n\n \n\n—\n\n \n\n \n\n17\n\n \n\n \n\n126\n\n \n\n \n\n219\n\n \n\n Total gross proceeds\n\n \n\n4,610\n\n \n\n \n\n—\n\n \n\n \n\n591\n\n \n\n \n\n8,808\n\n \n\n \n\n14,009\n\n \n\n Selling commissions and dealer manager fees\n\n \n\n124\n\n \n\n \n\n—\n\n \n\n \n\n—\n\n \n\n \n\n—\n\n \n\n \n\n124\n\n \n\n Other expenses\n\n \n\n—\n\n \n\n \n\n—\n\n \n\n \n\n—\n\n \n\n \n\n—\n\n \n\n \n\n—\n\n \n\n Total expenses\n\n \n\n124\n\n \n\n \n\n—\n\n \n\n \n\n—\n\n \n\n \n\n—\n\n \n\n \n\n124\n\n \n\nNet Public Offering proceeds (1)\n\n$\n\n4,486\n\n \n\n$\n\n—\n\n \n\n$\n\n591\n\n \n\n$\n\n8,808\n\n \n\n$\n\n13,885\n\n \n\n(1) Excludes Public Offering costs of $5,399 incurred by the Operating Partnership.\n\nWe also pay our Dealer Manager distribution fees with respect to Class T, Class S and Class D shares sold in the Public Offering, but such fees are funded by the Operating Partnership from its operations rather than the Public Offering proceeds.\n\nWe intend to use the net proceeds from such sales to acquire a diversified portfolio of stabilized, income-generating commercial real estate across alternative property types, with a non-exclusive focus on self-storage facilities, student housing properties and healthcare-related properties.\n\nWe contributed the net proceeds from the Public Offering to the Operating Partnership and received OP Units that correspond to the classes of the shares sold. The Operating Partnership primarily used the proceeds for general corporate expenses, payment of Credit Facility and redemptions.\n\nShare Repurchase Plan\n\nWe adopted the share repurchase plan (as amended, the “SRP”), whereby on a monthly basis, stockholders may request that we repurchase all or any portion of their shares. We may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in our discretion, subject to any limitations in the SRP. The total amount of aggregate repurchases of Class T, Class S, Class D, Class I, Class X-1 and Class X-2 shares will be limited to 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter. Shares will be repurchased at a price equal to the Transaction Price (as defined in the SRP) on the applicable repurchase date, subject to any early repurchase deduction. Shares that have not been outstanding for at least one year will be repurchased at 95% of the Transaction Price. Stockholders who have received shares of our common stock in exchange for OP Units may include the period of time such stockholder held such OP Units for purposes of calculating the holding period for such shares of our common stock. In the event that we, at our sole discretion, elect to issue Class A shares to holders of OP Units seeking redemption, we expect to amend the SRP to address the repurchase of Class A shares on the same terms that are applicable to the Class T, Class S, Class D, Class I, Class X-1 and Class X-2 shares. Due to the illiquid nature of investments in real estate, we may not have\n\n33\n\n \n\nsufficient liquid resources to fund repurchase requests and have established limitations on the amount of funds we may use for repurchases during any calendar month and quarter. Further, our board of directors may modify or suspend the SRP if in its reasonable judgment it deems such action to be in our best interest. We began the SRP in January 2024, the first month of the first full calendar quarter following the conclusion of our escrow period.\n\nThe table below sets forth the number of shares we repurchased pursuant to our SRP during the three months ended March 31, 2026\n\nPeriod\n\n \n\nTotal Number\nof Shares\nRepurchased\n\n \n\n \n\nAverage\nPrice Paid\nper Share\n\n \n\n \n\nTotal Number\nof Shares\nRepurchased\nas Part of\nPublicly\nAnnounced\nPlans or\nPrograms (1)\n\n \n\n \n\nMaximum Number of Shares\nthat May Yet be\nPurchased Under\nthe Plans\nor Programs (2)\n\n \n\nJanuary 2026\n\n \n\n \n\n8\n\n \n\n \n\n$\n\n23.09\n\n \n\n \n\n \n\n8\n\n \n\n \n\n \n\n—\n\n \n\nFebruary 2026\n\n \n\n \n\n132\n\n \n\n \n\n \n\n21.91\n\n \n\n \n\n \n\n132\n\n \n\n \n\n \n\n—\n\n \n\nMarch 2026\n\n \n\n \n\n3,002\n\n \n\n \n\n \n\n23.42\n\n \n\n \n\n \n\n3,002\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n3,142\n\n \n\n \n\n$\n\n22.81\n\n \n\n \n\n \n\n3,142\n\n \n\n \n\n \n\n \n\n(1) All repurchase requests under our SRP were satisfied.\n\n(2) Repurchases are limited as described above."}