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): ~~February~~April 281, 2026

Ares Industrial Real Estate Income Trust Inc.

(Exact name of registrant as specified in its charter)


Maryland	000-56032	47-1592886
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Tabor Center,

1200 Seventeenth Street, Suite 2900

Denver, CO 80202

(Address of principal executive offices)

(303) 228-2200

(Registrant’s telephone number, including area code)

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-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: None

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 o

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 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2026, Stanley A. Moore, a member of the board of directors (the “Board”) of Ares Industrial Real Estate Income Trust Inc. (referred to herein as the “Company,” “we,” ~~“our,”~~ or “usour”), isnotified ~~filing~~the ~~this~~Company ~~Current~~of ~~Report~~his decision to step down from his position on ~~Form~~the ~~8-K~~Board, inwhich ~~order~~resignation became effective on that day. Mr. Moore’s decision to ~~provide~~resign anwas ~~update~~not ~~regarding~~the ~~our~~result ~~net~~of ~~asset~~any ~~value~~disagreement ~~(“NAV”)~~with management, ~~our~~the ~~assets~~Company ~~and~~or ~~portfolio~~its operations, policies or practices.

~~Most~~In ~~Recent~~connection ~~Transaction~~with ~~Price~~Mr. Moore’s departure from the Board, the Board appointed Scott W. Lang to serve as an independent director on the Board, effective as of April 1, 2026. Mr. Lang will serve on the Board until his successor is duly elected and ~~Net~~qualifies. ~~Asset~~Mr. ~~Value~~Lang ~~Per~~was ~~Share~~also appointed to our conflicts resolution committee and audit committee. There are no arrangements or understandings between Mr. Lang and any other persons pursuant to which he was selected as a director.

Mr. Lang has served as Chief Financial Officer of KickCharge Creative, a family office investment and brand management and digital marketing company, since April 12025. He has also served as an Operating Partner, ~~2026~~Board ~~Transaction~~Member ~~Price~~and Executive Coach at Shore Capital Partners since January 2023. Previously, Mr. Lang served as Chief Operating Officer and Chief Financial Officer of All Metals Industries/Gerber Metal Supply, a private equity-owned metal service center business, from February 2023 to April 2025. Prior to that, he served as Managing Director and Co-Head of M&A Advisory at Everest Group International from March 2022 to February 2023. From October 2014 to February 2022, Mr. Lang held senior executive roles at FirstService Residential, the largest division of FirstService Corporation (NYSE: FSV), including Chief Financial Officer and Executive Vice President of Finance for the East and New York City regions, and President of Community Collection Services. Earlier in his career, Mr. Lang held senior roles in investment banking and financial services, including positions at Royal Bank of Scotland, Goldman Sachs and J.P. Morgan Securities, and began his career in real estate finance and public accounting. Mr. Lang holds an M.B.A. from Columbia University Graduate School of Business and a B.S. in Accounting, magna cum laude, from the State University of New York at Oswego. He is a Certified Public Accountant licensed in the State of New York.

~~The~~There ~~transaction~~are ~~price~~no ~~for~~transactions ~~each~~between ofthe ~~our~~Company ~~share~~and ~~classes~~Mr. isLang ~~equal~~that towould ~~such~~be ~~share~~required ~~class’s~~to ~~NAV~~be ~~per~~reported ~~share~~under asItem of404(a) ~~February 28, 2026. A calculation~~ of ~~the~~Regulation ~~NAV per share is set forth below~~S-K.

~~February~~In 28connection with his appointment as a director of the Company, we entered into an indemnification agreement with Mr. Lang effective as of April 1, 2026. ~~NAV~~The ~~Per~~terms ~~Share~~of the indemnification agreement are substantially identical to the terms of the indemnification agreements we have entered into with each of our other directors and executive officers. The indemnification agreement requires, among other things, that, subject to certain limitations, we will indemnify Mr. Lang and advance to him all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. This description of the indemnification agreement is a summary and is qualified in its entirety by the full terms of our form of indemnification agreement, which we filed as Exhibit 10.6 to Post-Effective Amendment No. 1 to our Registration Statement on Form S-11 (Registration No. 333-200594), filed with the Securities and Exchange Commission on July 1, 2016.

Our 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.

As 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, our former sponsor, members or affiliates of our former sponsor, and third parties, and “Aggregate Fund NAV” means the NAV of all the Fund Interests.

The following table sets forth the components of Aggregate Fund NAV as of February 28, 2026 and January 31, 2026:

	As of
(in thousands)	February 28, 2026		January 31, 2026
Investments in industrial properties	$	9,650,200	$	9,627,050
Investments in unconsolidated joint venture partnerships	14,391		14,365
Investments in real estate debt and securities	707,705		706,616
DST Program Loans	32,276		32,058
Total investments	10,404,572		10,380,089
Cash and cash equivalents	88,393		89,122
Restricted cash	13,228		13,295
Other assets	88,361		86,877
Line of credit, term loans and mortgage notes	(4,751,547)		(4,771,549)
Secured financings on investments in real estate debt securities	(70,294)		(72,930)
Financing obligations associated with our DST Program	(577,107)		(528,736)
Other liabilities	(130,676)		(137,075)
Accrued performance participation allocation	(6,860)		(5,233)
Accrued fixed component of advisory fee	(5,875)		(5,825)
Aggregate Fund NAV	$	5,052,195	$	5,048,035
Total Fund Interests outstanding	382,578		382,442

The following table sets forth the NAV per Fund Interest as of February 28, 2026 and January 31, 2026:

(in thousands, except per Fund			Class T-R		Class D-R		Class I-R		Class S-PR		Class D-PR		Class I-PR
Interest data)	Total		Shares		Shares		Shares		Shares		Shares		Shares		OP Units
As of February 28, 2026
Monthly NAV	$	5,052,195	$	949,416	$	234,868	$	2,131,692	$	202,838	$	1,104	$	149,198	$	1,383,079
Fund Interests outstanding	382,578		71,895		17,785		161,422		15,360		84		11,298		104,734
NAV Per Fund Interest	$	13.2057	$	13.2057	$	13.2057	$	13.2057	$	13.2057	$	13.2057	$	13.2057	$	13.2057
As of January 31, 2026
Monthly NAV	$	5,048,035	$	964,341	$	235,643	$	2,123,121	$	198,925	$	1,112	$	141,861	$	1,383,032
Fund Interests outstanding	382,442		73,059		17,852		160,849		15,071		84		10,748		104,779
NAV Per Fund Interest	$	13.1995	$	13.1995	$	13.1995	$	13.1995	$	13.1995	$	13.1995	$	13.1995	$	13.1995

Under 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 February 28, 2026, we estimated approximately $142.2 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.

We 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.

Our 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.

The valuations of our real properties as of February 28, 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:

						Weighted-
						Average Basis
Exit capitalization rate						5.6%
Discount rate / internal rate of return						7.3%
Average holding period (years)						10.1

A 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:

				Increase
				(Decrease) to
	Hypothetical			the Fair Value of
Input	Change			Real Properties
Exit capitalization rate (weighted-average)	0.25	%	decrease	3.0	%
	0.25	%	increase	(2.8)	%
Discount rate (weighted-average)	0.25	%	decrease	2.0	%
	0.25	%	increase	(2.0)	%

Distributions

We authorized monthly gross distributions for each class of shares of our common stock in the amount of $0.05250 per share for the month of February 2026. These distributions were paid to all stockholders of record as of the close of business on February 27, 2026, net of, as applicable, distribution fees that are payable monthly with respect to certain classes of shares of our common stock.

Update on Our Assets and Activities

As of February 28, 2026, we directly owned and managed a real estate portfolio that included 269 industrial buildings totaling approximately 57.4 million square feet located in 31 markets throughout the U.S. and was 90.6% occupied (91.5% leased).

As of February 28, 2026, our leverage ratio was approximately 45.6% (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).

Quarter-to-date through February 28, 2026, we raised gross proceeds of approximately $130.0 million, including proceeds from our distribution reinvestment plan and the sale of DST Interests (including $1.9 million of DST Interests financed by DST Program Loans). The aggregate dollar amount of common stock and OP Unit redemptions requested for January and February, which were redeemed in full on February 1, 2026 and March 1, 2026, respectively, was $33.8 million.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

ExhibitNumber						Description
99.1						Consent of Altus Group U.S. Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

This Current Report on Form 8-K includes certain statements that may be deemed “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “could,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or other similar words or terms and include, without limitation, statements regarding the estimates and assumptions used in the calculation of our NAV per Fund Interest. These statements are not guarantees of future performance, and involve certain risks, uncertainties and assumptions that are difficult to predict. The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions, and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, present and future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Among the factors that may cause results to vary are difficulties in economic conditions generally and the real estate, debt, and securities markets specifically, including the impact of inflation, changes in interest rates, developments related to tariffs and trade policies and the resulting impacts on market volatility and global trade and the conflicts in Ukraine and in the Middle East, legislative or regulatory changes, including changes to the laws governing the taxation of real estate investment trusts (“REITs”), risks associated with acquisitions, availability and creditworthiness of prospective customers, availability of capital (debt and equity), competition, supply and demand for properties in current and any proposed market areas in which we invest, our customers’ ability to pay rent, changes to accounting principles, policies and guidelines applicable to REITs, environmental, regulatory and/or safety requirements, customer bankruptcies and defaults, the availability and cost of comprehensive insurance, including our ability to continue to qualify as a REIT, and other factors, many of which are beyond our control. For a further discussion of these factors and other risk factors that could lead to actual results materially different from those described in the forward-looking statements, see “Risk Factors” under Item 1A of Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent periodic and current reports filed with the SEC. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC.

March 16, 2026

By:

/s/ TAYLOR M. PAUL

April 7, 2026

By:

/s/ TAYLOR M. PAUL

Name:

Taylor M. Paul

Title:

Managing Director, Chief Financial Officer and Treasurer

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