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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
Date of Report (Date of earliest event reported): January 16, 2026
_________________________________________________________
Blue Owl Real Estate Net Lease Trust
(Exact name of registrant as specified in its charter)
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Maryland000-5653688-1672312
(State or other jurisdiction of
incorporation)
(Commission File Number)(IRS Employer Identification No.)
150 N Riverside Plaza, 37th Floor
Chicago, IL
60606
(Address of principal executive offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (888) 215-2015
Not applicable
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone
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. o


Item 3.02. Unregistered Sale of Equity Securities.
As of January 2, 2026, Blue Owl Real Estate Net Lease Trust (the “Company”, “we”, or “us”) sold 3,825,714 shares of its Class I common shares (with the final number of shares being determined on January 16, 2026) to feeder vehicles primarily created to hold the Company’s Class I common shares for gross proceeds of approximately $40.4 million, based on net asset value (“NAV”) per share as of December 31, 2025. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.


Item 8.01. Other Events.
December 31, 2025 NAV Per Share

The NAV per share for each class of our common shares as of December 31, 2025 is set forth below:
NAV per share
Class S$10.4980 
Class N
$10.5838 
Class D$10.3620 
Class I$10.5706 

A detailed calculation of the NAV per share is set forth below. We calculate NAV per share in accordance with the valuation guidelines that have been approved by our Board of Trustees. Our total NAV presented in the following tables includes the NAV of our Class S, Class N, Class D, and Class I common shares, as well as the partnership interests of Blue Owl NLT Operating Partnership LP (“NLT OP”) held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of December 31, 2025 ($ in thousands):

Components of NAVDecember 31, 2025
Cash and cash equivalents $119,444 
Restricted cash48,521 
Investments in real estate
4,447,763 
Investment in leases - financing receivables511,986 
Investments in real estate debt2,100,548 
Intangible assets
293,941 
Investments in unconsolidated real estate affiliates3,815,603 
Other assets36,767 
Mortgage notes and credit facility(1,834,133)
Unsecured senior notes, net
(126,496)
Other borrowings(753,947)
Due to affiliates(53,074)
Accounts payable and accrued expenses(150,612)
Other liabilities(450,716)
Net Asset Value $8,005,595 
Number of outstanding shares/units759,569,944 

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of December 31, 2025 ($ in thousands, except per share/unit data):
NAV per shareClass S SharesClass N SharesClass D Shares
Class I Shares
Third - Party Operating Partnership Units (1)
Total
Monthly NAV$3,222,585 $505,901 $92,430 $3,800,975 $383,704 $8,005,595 
Number of outstanding shares/units 306,971,14447,799,4938,920,047359,580,05736,299,203759,569,944
NAV Per Share/Unit as of December 31, 2025
$10.4980 $10.5838 $10.3620 $10.5706 $10.5706 
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(1)Includes the partnership interests of the NLT OP held by the Special Limited Partners and other NLT OP interests held by parties other than us.




Portfolio Update ($ in thousands)

As of December 31, 2025, the Company holds interests in 3,889 properties with a remaining weighted average lease term of 19 years, of which 270 are wholly-owned, 3,576 are through its investment in STORE1, and 43 are through other joint ventures. The Company’s total portfolio assets at fair value are $11,297,691. The Company has a credit rating of BBB2.

As of December 31, 2025, 86.6% of our consolidated real estate portfolio debt and 62.9% of our total consolidated debt was fixed through fixed-rate debt agreements or interest rate swap transactions. The weighted average interest rate and loan-to-value of our consolidated portfolio were 5.2% and 36.9%, respectively.
1 STORE Capital LLC and Waterparks LLC (“STORE”)
2 Morningstar DBRS finalized the issuer rating at BBB and published its private report on July 19, 2025.


SIGNATURES
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.
Blue Owl Real Estate Net Lease Trust
By:/s/ Kevin Halleran
Name:Kevin Halleran
Title:Chief Financial Officer
Date: January 21, 2026