Ares Industrial Real Estate Income Trust Inc.

Corporate structure

• Maryland corporation formed August 12, 2014.
• Operates as an UPREIT. Assets are held through AIREIT Operating Partnership LP (a Delaware LLC/partnership), of which AIREIT is the sole general partner.
• Elected REIT status for U.S. federal income tax purposes beginning with the year ended December 31, 2017.
• No employees. Day-to-day management is performed by the Advisor under an Advisory Agreement. The Advisor’s term ends April 30, 2026, with renewal at the board’s discretion.

Investment focus and strategy

• Primary focus on equity and debt investments in income-producing real estate, principally distribution warehouses and other industrial properties in the U.S.
• Charter permits investments in other commercial property, real estate debt, and real estate-related equity securities, subject to a 25% limit on non-core investments.
• Investment types include direct property ownership, joint ventures/co-ownerships, mortgage/mezzanine/construction/bridge loans, and investments in real estate-related entities (including REITs and private funds).
• May use secured and unsecured debt to acquire assets, fund distributions, and support redemptions. Leverage is permitted up to 300% of NAV; independent director approval is required to exceed that limit.

Capital raising and offerings

• Ongoing securities program; shares are offered at a transaction price equal to the most recently disclosed NAV per share (monthly NAVs).
• Third public offering (Classes T-R, D-R, I-R) of up to $5.0 billion initiated August 4, 2021; the primary offering closed to new investors July 2, 2024.
• August 2024 amendment to Form S-11 converted the offering to a distribution reinvestment plan (DRIP) only under Form S-3.
• Private DST Program raises capital via DST Interests in Delaware statutory trusts; DST Loans may finance up to 50% of DST Interests’ purchase prices.
• 2025 activity: gross proceeds from securities offerings of approximately $338.2 million (about 26.1 million shares issued, including DRIP shares). DST Program sold approximately $250.3 million of gross DST Interests in 2025, with $17.2 million financed by DST Loans.

Real estate portfolio (as of December 31, 2025)

• Direct ownership: 269 industrial buildings totaling about 57.4 million square feet across 31 U.S. markets.
  • Occupancy: 90.7% overall (91.3% leased).
  • Weighted-average remaining lease term (by sq ft): ~3.8 years.
  • 440 customers in the portfolio.
• Operating portfolio: 268 industrial buildings totaling ~57.3 million sq ft; 90.8% occupied; 91.4% leased; WALE ~3.8 years.
• Value-add portfolio: 1 industrial building (~0.1 million sq ft) acquired for repositioning/rehabilitation.
• Construction and partnerships: 1 industrial building under construction (~0.1 million sq ft); 0.7 million sq ft of additional industrial space held in BTC II B Partnership (8.0% minority interest); three pre-construction buildings totaling ~1.0 million sq ft.
• Average effective annual rent across the total real estate portfolio: approximately $7.93 per occupied square foot per year.

Market and portfolio metrics

• The portfolio is diversified across multiple markets. Example market metrics as of 12/31/2025:
  • Atlanta: 19 properties, ~3.9 million sq ft, occupancy 88.8%, leased 90.1%, annualized base rent $26.075 million (6.3% of total).
  • Chicago: 26 properties, ~5.37 million sq ft, occupancy 96.1%, leased 96.1%, annualized base rent $30.31 million (7.4% of total).
  • Dallas: 18 properties, ~5.97 million sq ft, occupancy 100.0%, leased 100.0%, annualized base rent $36.048 million (8.7% of total).

Tenants and concentration

• No single customer represented more than 10% of annualized base rent as of 12/31/2025.
• Top five customers represented 15.8% of total annualized base rent; top ten customers represented 21.9%.

Debt, liquidity and leverage

• Total consolidated indebtedness as of 12/31/2025: approximately $4.8 billion.
• Secured financings outstanding: approximately $72.6 million.
• Debt investments and related metrics:
  • Available-for-sale debt securities fair value: $102.6 million; cumulative unrealized gain: $0.5 million.
  • Seven debt-related investments with floating-rate senior and mezzanine loans: aggregate current commitment $752.6 million; weighted-average remaining term 1.7 years; weighted-average rate 7.99% (Term SOFR + 4.30%); outstanding principal and fair value $591.3 million.
• Management discusses sensitivity to interest rates and refinancing risk as part of debt strategy.

Real estate debt and securities risks and strategy

• Investments may include mortgage loans, mezzanine loans, B-notes, bridge loans, and public and private real estate-related securities.
• Some investments are illiquid or carry higher loss risk. CMBS exposures include extension risk, servicing risk, interest shortfalls, and potential borrower or servicer insolvency.
• Certain investments may involve structured products, mortgage pools, or risk-retention CMBS structures with leverage or structural risks.
• Debt investments could be denominated in foreign currencies if non-U.S. assets are pursued.

Liquidity and liquidity management

• Shares have limited liquidity; no public trading market is anticipated for the common stock.
• Redemption program: monthly redemptions at the transaction price (not NAV) with restrictions (caps of 2% of aggregate NAV per month and 5% per quarter, with rollover capacity under certain conditions); redemptions may be suspended at the board’s discretion.
• Proceeds from offerings can be used to satisfy redemptions, which reduces net proceeds available for debt retirement or new investments.

NAV, valuation and management

• NAV per share is calculated monthly with input from an Independent Valuation Advisor. NAV is not GAAP, not independently audited, and is subject to change with valuations of properties, debt, and other assets.
• NAV reflects appraisals and market data and may differ from realizable value.
• The Advisor and related parties receive both fixed and performance-based compensation. The performance component is tied to distributions and NAV changes.
• The Combined Industrial Advisors Committee (CIAC) has delegated authority for certain acquisitions, dispositions, leases, capital expenditures, and borrowings within board-approved parameters; some transactions require independent director approval.

Tax considerations and REIT status

• The company intends to remain a REIT; failure to qualify could have material tax consequences.
• The Operating Partnership is expected to be treated as a partnership for tax purposes.
• Risks include potential changes in tax law, 1031 exchange treatment, FIRPTA implications, and the tax treatment of sale-leaseback transactions.
• Transactions involving DST Program assets and related tax protections may have material tax implications for the partnership and investors, including potential tax consequences for prohibited transactions.

Employees, management and operations

• The company has no employees; all personnel are provided through the Advisor (Ares-related) under the Advisory Agreement.
• The Advisor’s key personnel are essential to operations. The company identifies potential conflicts of interest arising from relationships with sponsor affiliates and other vehicles managed by the Advisor.
• The company relies on third-party service providers, including Ares and affiliated entities, for information systems, administration, and other services. Cybersecurity and technology risks are addressed in risk disclosures.
• Capital diversification and liquidity management are pursued through a mix of operating cash flows, borrowings, and proceeds from offerings and asset sales.

One-sentence description

AIREIT is a publicly offered industrial real estate REIT that owns, manages, and finances a large portfolio of U.S. industrial properties (primarily distribution warehouses), invests in real estate-related debt and securities, and raises capital through ongoing equity offerings and a private DST program under an UPREIT structure with Advisor-based management and NAV-based share pricing.