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~~February 3002, 2026

North Haven Net REIT

(Exact name of Registrant as Specified in its Charter)


Maryland	000-56611	92-2570735
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1585 Broadway, 33rd Floor
New York, New York		10036
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: ((212)) 761-2340

     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:

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

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

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

☐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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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 73.~~01. Regulation~~02 FDUnregistered ~~Disclosure~~Sales of Equity Securities.

OnIn ~~January~~connection ~~30,~~with ~~2026,~~the continuous private offering of North Haven Net REIT, a Maryland statutory trust (the “Company”), ~~declared~~on ~~distributions~~February ~~for~~2, ~~each~~2026, ~~class~~the Company sold an aggregate of ~~its~~2,034,255 common shares of(the ~~beneficial~~“Shares”) ~~interest,~~for ~~par~~aggregate ~~value~~consideration of approximately $041.019 ~~per~~million, ~~share~~plus ~~(the~~applicable ~~“Common~~upfront ~~Shares”)~~selling commissions and dealer manager fees, inat the ~~amount~~most recently determined net asset value per share. ~~set~~The ~~forth~~offer ~~below:~~and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.

	Gross Distribution		Shareholder Servicing Fee		Net Distribution
Class S Common Shares	$	0.1153	$	0.0145	$	0.1008
Class F-S Common Shares	$	0.1270	$	0.0146	$	0.1124
Class I Common Shares	$	0.1153	$	-	$	0.1153
Class F-I Common Shares	$	0.1270	$	-	$	0.1270
Class E Common Shares	$	0.1541	$	-	$	0.1541

The following table details the Shares sold:

The net distributions for each class of Common Shares (which represents the gross distributions less shareholder servicing fees for the applicable class of Common Shares) are payable to shareholders of record as of the close of business on January 30, 2026, and will be paid on or about February 20, 2026. These distributions will be paid in cash or reinvested in the applicable class of Common Shares for shareholders participating in the Company’s distribution reinvestment plan.


Title of Securities	Number of Shares Sold		Aggregate Consideration(1)
Class S Common Shares		1,162,801	$	24,038,968
Class I Common Shares		445,770	$	9,137,833
Class E Common Shares		425,684	$	8,745,600

(1) Includes upfront selling commissions and dealer manager fees for Class S Common Shares of $0.2 million.

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.

		NORTH HAVEN NET REIT
Date:	~~January~~February 305, 2026	By:	/s/ Douglas Armer
		Name:	Douglas Armer
		Title:	Chief Financial Officer and Head of Capital Markets

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