Form 8-K EQT Exeter Real Estate For: Mar 10

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

EQT Exeter Real Estate Income Trust, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 3.02 Unregistered Sales of Equity Securities.

On March 10, 2026, EQT Exeter Real Estate Income Trust, Inc. (the “Company”) issued 220.232 shares of Class E common stock at a price per share of $11.59 to two of the Company’s independent directors, for an aggregate purchase price of approximately $2.55 thousand. The shares issued to the independent directors pursuant to the Company’s distribution reinvestment plan were issued in private transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

On March 10, 2026, the Company issued 10,178.370 shares of Class A-I common stock at a price per share of $10.77 for an aggregate purchase price of approximately $0.11 million and 10,024.064 shares of Class A-II common stock at a price per share of $10.74 for an aggregate purchase price of approximately $0.11 million. The shares were issued pursuant to the Company’s distribution reinvestment plan to accredited investors in private placements. On April 1, 2026, the Company issued 236,896.197 Class A-II shares of common stock at a price per share of $10.79 to accredited investors in a private placement for an aggregate purchase price of approximately $2.56 million. The offer and sale of the Class A-I and Class A-II shares are exempt from the registration provisions of the Securities Act, by virtue of Section 4(a)(2) thereof and Rule 506(c) of Regulation D promulgated thereunder. EQT Partners BD, LLC (the “Dealer Manager”), an affiliate of the Company’s external advisor, serves as the dealer manager for the Company’s private offerings of Class A-I and Class A-II shares to accredited investors. Pursuant to the dealer manager agreement for the offerings, no fees, commissions or other compensation (other than the customary reimbursement of expenses and indemnification) are payable to the Dealer Manager.

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.