Private company

North Haven Net REIT

American real estate investment trust based in New York, active since 20232

In its 2026 annual report the company says: “The Company is the sole general partner of NH Net REIT Operating Partnership, LP, a Delaware limited partnership. The Company owns 99.9% of the Operating Partnership and NH Net REIT Special Limited Partner LP, an affiliate of Morgan Stanley, owns 0.1% of the Operating Partnership and a special limited partner interest in the Operating Partnership.”6

Last updated Oct 20, 2026.

Overview

$85.2MRevenue, fiscal 20253
$19.7MNet income, fiscal 20253
  • IndustryReal Estate Investment Trusts2
  • HeadquartersLutherville Timonium, United States2
  • Incorporated inMD4
  • Business address1585 Broadway, New York, Ny 100364
  • Filer category, Emerging growth company4
  • Legal formBusiness Trust2
  • Kind of organizationReal estate investment trust2
  • LEI54930002WAYS9B3PGE852
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O THE CORPORATION TRUST INCORPORATED, 21093-2264 Lutherville Timonium, United States2
  • Registered withBusiness Services (Maryland Department of Assessments and Taxation), B236417982

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References herein to “North Haven Net REIT,” the “Company,” “we,” “us,” or “our” refer to North Haven Net REIT, a Maryland statutory trust and its subsidiaries, unless the context specifically requires otherwise.6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

23.1%Net margin3
481.0%Revenue growth, 20253
2.1%Return on equity3
1.17×Debt to equity3

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs77¢$65.5M
  • Profit23¢$19.7M

Out of $85.2M in revenue.3

Where each dollar of operating cash went, fiscal 2025

  • Dividends paid38¢$22.4M
  • Share buybacks23¢$13.8M
  • Kept or used elsewhere39¢$23.0M

Out of $59.2M of cash from operations.3

Financial statements

Revenue73$85.2M in 2025
0$25.0M$50.0M$75.0M$100.0M2023: $0$020232024: $14.7M$14.7M20242025: $85.2M$85.2M2025+481%
Net income73$19.7M in 2025
-$5.0M0$5.0M$10.0M$15.0M$20.0M2023: -$69.0K-$69.0K20232024: $11.5M$11.5M20242025: $19.7M$19.7M2025+71%
Fiscal year202320242025
Revenue$07$14.7M3$85.2M3
Operating expenses$07$4.2M7$53.5M3
Net income-$69.0K7$11.5M3$19.7M3
Earnings per share-$1,390.007$0.553$0.443
Earnings per share (diluted)-$1,390.007$0.553$0.443
Shares (weighted, basic)50 shares720.8M shares345.3M shares3
Shares (weighted, diluted)50 shares720.8M shares345.3M shares3

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Corporate structure

North Haven Net REIT is part of a group headed by Morgan Stanley. 1,281 entities, 23 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; subsidiaries, stakes and holdings from Wikidata (CC0). Each entity in the chart links to its source.

What it owns

What North Haven Net REIT reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land and buildings$467.1M3 Dec 31, 2025$50.2M3 Dec 31, 2024+831.2%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, at cost$1.7B3 Dec 31, 2025$431.1M3 Dec 31, 2024+300.3%
Real estate accumulated depreciation$31.8M3 Dec 31, 2025$4.9M3 Dec 31, 2024+554.8%
Real estate properties383 Dec 31, 2025

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$102.6M3 Dec 31, 2025$261.6M3 Dec 31, 2024−60.8%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$336.0M3 Dec 31, 2025$94.6M3 Dec 31, 2024+255.3%
Finite-lived intangibles, gross$356.2M3 Dec 31, 2025$97.7M3 Dec 31, 2024+264.6%
Accumulated amortization$20.1M3 Dec 31, 2025$3.1M3 Dec 31, 2024+546.2%
Finite-lived intangibles, net$336.0M3 Dec 31, 2025$94.6M3 Dec 31, 2024+255.3%

Properties, in its own words

Our principal office is located at 1585 Broadway, 33rd Floor, New York, NY 10036. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted. For an overview of our real estate investments, see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Investment Portfolio.”

Item 2 of the 10-K filed Mar 5, 2026.6

Leadership

Who has led North Haven Net REIT, and when. Pick a name to see everywhere that person has worked.

Chair

  1. Lauren Hochfelder2024–now

Chief financial officer

  1. Douglas N. Armer2024–now
2025
Board members and other officers (7)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Head of AcquisitionsDavid Seth Gross named Mar 18, 202620

Subsidiaries and ownership

Parent company (GLEIF)

Ultimate parent

Subsidiaries (Exhibit 21)

  • NH Net REIT Operating Partnership, LP Delaware5
  • NHNR BR 1, LLC Delaware5
  • NHNR Hold Co 1, LLC Delaware5
  • NHNR Hold Co 10, LLC Delaware5
  • NHNR Hold Co 11, LLC Delaware5
  • NHNR Hold Co 12, LLC Delaware5
  • NHNR Hold Co 13, LLC Delaware5
  • NHNR Hold Co 14, LLC Delaware5
  • NHNR Hold Co 15, LLC Delaware5
  • NHNR Hold Co 16, LLC Delaware5
  • NHNR Hold Co 17, LLC Delaware5
  • NHNR Hold Co 18, LLC Delaware5
  • NHNR Hold Co 19, LLC Delaware5
  • NHNR Hold Co 2, LLC Delaware5
  • NHNR Hold Co 20, LLC Delaware5
  • NHNR Hold Co 21, LLC Delaware5
  • NHNR Hold Co 22, LLC Delaware5
  • NHNR Hold Co 23, LLC Delaware5
  • NHNR Hold Co 24, LLC Delaware5
  • NHNR Hold Co 25, LLC Delaware5
  • NHNR Hold Co 26, LLC Delaware5
  • NHNR Hold Co 27, LLC Delaware5
  • NHNR Hold Co 28, LLC Delaware5
  • NHNR Hold Co 29, LLC Delaware5
All 64 listed subsidiaries
  • NHNR Hold Co 3, LLC Delaware5
  • NHNR Hold Co 30, LLC Delaware5
  • NHNR Hold Co 31, LLC Delaware5
  • NHNR Hold Co 32, LLC Delaware5
  • NHNR Hold Co 33, LLC Delaware5
  • NHNR Hold Co 34, LLC Delaware5
  • NHNR Hold Co 35, LLC Delaware5
  • NHNR Hold Co 36, LLC Delaware5
  • NHNR Hold Co 37, LLC Delaware5
  • NHNR Hold Co 38, LLC Delaware5
  • NHNR Hold Co 39, LLC Delaware5
  • NHNR Hold Co 4, LLC Delaware5
  • NHNR Hold Co 40, LLC Delaware5
  • NHNR Hold Co 41, LLC Delaware5
  • NHNR Hold Co 42, LLC Delaware5
  • NHNR Hold Co 5, LLC Delaware5
  • NHNR Hold Co 6, LLC Delaware5
  • NHNR Hold Co 7, LLC Delaware5
  • NHNR Hold Co 8, LLC Delaware5
  • NHNR Hold Co 9, LLC Delaware5
  • NHNR MW Fin Co 1, LLC Delaware5
  • NHNR MW Hold Co 1, LLC Delaware5
  • NHNR MW Master, LLC Delaware5
  • NHNR MW Pledge Co, LLC Delaware5
  • NHNR NY Fin Co 1, LLC Delaware5
  • NHNR Op Co 1, LLC Delaware5
  • NHNR PA Co 1, LLC Delaware5
  • NHNR PA Co 2, LLC Delaware5
  • NHNR PA Co 3, LLC Delaware5
  • NHNR Pledge Co 1, LLC Delaware5
  • NHNR Pledge Co 1A, LLC Delaware5
  • NHNR Pledge Co 2, LLC Delaware5
  • NHNR Pledge Co 3, LLC Delaware5
  • NHNR Pledge Co 4, LLC Delaware5
  • NHNR Pledge Co 5, LLC Delaware5
  • NHNR Pledge Co 6, LLC Delaware5
  • NHNR Prop Co 1, LLC Delaware5
  • NHNR Stream Program, LLC Delaware5
  • NHNR-Stream Op Co 1, LLC Delaware5
  • NHNR-Stream Prop Co 1, LLC Delaware5

Ownership links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); each one cites its LEI record. The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 7, 20268-K Unregistered sale of shares21
  2. Oct 1, 20268-K Regulation FD disclosure22
  3. Sep 18, 20268-K Unregistered sale of shares23
  4. Sep 8, 20268-K Unregistered sale of shares24
  5. Sep 2, 20268-K Regulation FD disclosure25
  6. Aug 20, 20268-K Unregistered sale of shares26
  7. Aug 6, 20268-K Unregistered sale of shares27
  8. Aug 4, 20268-K Regulation FD disclosure28
  9. Jul 16, 20268-K Unregistered sale of shares29
  10. Jul 7, 20268-K Unregistered sale of shares30
  11. Jul 1, 20268-K Regulation FD disclosure31
  12. Jun 17, 20268-K Unregistered sale of shares32
  13. Feb 6, 2023Parent Directly consolidated by MSREI HOLDING, INC.2
  14. Feb 6, 2023Founded North Haven Net REIT is founded2

Filings

132 filings to the SEC since October 2021: 2 annual reports, 8 quarterly reports, 85 major events, 25 insider forms, 3 private raises, 9 other. The latest 20:

  1. Oct 7, 20268-K EDGAR
  2. Oct 1, 20268-K EDGAR
  3. Sep 18, 20268-K EDGAR
  4. Sep 8, 20268-K EDGAR
  5. Sep 2, 20268-K EDGAR
  6. Aug 20, 20268-K EDGAR
  7. Aug 7, 202610-Q EDGAR
  8. Aug 6, 20268-K EDGAR
  9. Aug 4, 20268-K EDGAR
  10. Jul 16, 20268-K EDGAR
  11. Jul 7, 20268-K EDGAR
  12. Jul 1, 20268-K EDGAR
  13. Jun 17, 20268-K EDGAR
  14. Jun 5, 20268-K EDGAR
  15. May 29, 20268-K EDGAR
  16. May 15, 20268-K EDGAR
  17. May 11, 202610-Q EDGAR
  18. May 7, 20268-K EDGAR
  19. May 1, 20268-K EDGAR
  20. Apr 17, 20268-K EDGAR

The 132 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

7 open-market trades by officers, directors and large owners since October 2021: 7 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 2, 2026Gross David SethHead of AcquisitionsBuy7,291$20.57$150.0KForm 4
Mar 2, 2026DAlessandro HenryHead of CreditBuy12,152$20.57$250.0KForm 4
May 1, 2024CALLEN CRAIG RDirectorBuy5,000$20.00$100.0KForm 4
Apr 1, 2024Hochfelder LaurenExecutive ChairpersonBuy25,000$20.00$500.0KForm 4
Apr 1, 2024DAlessandro HenryHead of CreditBuy25,000$20.00$500.0KForm 4
Apr 1, 2024Gross David SethHead of AcquisitionsBuy5,000$20.00$100.0KForm 4
Apr 1, 2024Armer Douglas N.CFO & Head of Capital MarketsBuy25,000$20.00$500.0KForm 4

From Forms 4 filed with the SEC.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Apr 1, 2024Raised $1.2 billion in a private offering of equity Form D: 6,082 investors so far Form D

SEC filer profile

How North Haven Net REIT is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARNorth Haven Net REIT1
  • CIK0001999784
  • Employer ID (EIN)92-25707356
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company6
  • Incorporated inMaryland6
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address1585 Broadway, New York, NY 100361
  • Phone212-761-23401
  • Shares outstanding18,487,767 Common Class FS shares; 10,841,415 Common Class FI shares; 15,015,014 Common Class S shares; 9,046,384 Common Class I shares; 7,378,907 Common Class E shares as of Mar 5, 20266
  • Public float$0 as of Jun 30, 20253
  • AuditorDeloitte & Touche LLP, Atlanta, Georgia PCAOB ID 34; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceNov 14, 20231
  • Filings132 in all: 8-K (85), 4 (16), 3 (9), 10-Q (8), 10-12G/A (3), UPLOAD (3), 10-K (2), CORRESP (2)1
    All 11 form types

    D/A (2), 10-12G (1), D (1)

  • Latest filingsAnnual report (10-K) Mar 5, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Latest 8-K (8-K) Oct 7, 2026

Risk factors and legal proceedings

The risks North Haven Net REIT names in Item 1A of its 10-K filed Mar 5, 2026: 77 risks under these headings, as written.6

  • Risks Related to Our Organizational Structure
  • We have a limited operating history and there is no assurance that we will be able to successfully achieve our investment objectives.
  • Our portfolio is currently concentrated in one sector and may in the future be concentrated in a limited number of sectors, industries, geographies or investments.
  • The Adviser manages our portfolio pursuant to very broad investment guidelines and generally is not required to seek the approval of our board of trustees for each investment, financing or asset allocation decision made by it, which may result in our making riskier investments and, in turn, may materially adversely affect our results of operations and financial condition.
  • We face risks associated with the deployment of our capital.
  • If we are unable to continue to raise substantial additional funds in the Offering, we will be limited in the number and type of investments we make in the future and the value of your investment in us will fluctuate with the performance of the specific assets we acquire.
  • We may make changes to our business, investment, leverage and financing strategies without shareholder approval.
  • There is no public trading market for our common shares; therefore, your ability to dispose of your shares will likely be limited to repurchase by us. If you do sell your shares to us, you may receive less than the price you paid.
  • Changes to U.S. tariff and import/export regulations may have an adverse effect on our business, financial condition and results of operations.
  • Trade negotiations and related government actions may create regulatory uncertainty for us and our tenants or borrowers and adversely affect the profitability of investments.
  • Economic events may have an adverse effect on our investments and may cause our shareholders to request that we repurchase their shares, which may materially adversely affect our cash flow and our results of operations and financial condition.
  • If we are unable to successfully integrate investments and manage our growth, our results of operations and financial condition may be materially and adversely affected.
The other 66 risks
  • The amount and source of distributions we may make to our shareholders are uncertain, and we may be unable to generate sufficient cash flows from our operations to make distributions to our shareholders at any time in the future.
  • We may pay distributions from sources other than our cash flow from operations, including, without limitation, borrowings, return of capital, offering net proceeds. the sale of assets or repayments under CRE debt investments, and advances or the deferral of fees and expenses, and we have no limits on the amounts we may fund from such sources.
  • Payments to the Adviser or the Special Limited Partner in the form of common shares or Operating Partnership units, which they elect to receive in lieu of cash in respect of management fees or performance participation interest distributions, will dilute future cash available for distribution to our shareholders.
  • Purchases and repurchases of our common shares will not be made based on the current NAV per share.
  • Valuations and appraisals of our net lease investments and CRE debt investments are estimates of fair value and may not necessarily correspond to realizable value.
  • Our NAV per share amounts may change materially if the appraised values of our net lease investments materially change from prior appraisals or the actual operating results for a particular month differ from what we originally budgeted for that month.
  • It may be difficult to reflect, fully and accurately, material events that may impact our monthly NAV.
  • NAV calculations are not governed by governmental or independent securities, financial or accounting rules or standards.
  • Our shareholders generally have limited voting rights.
  • We may change our investment and operational policies without shareholder consent.
  • Our Declaration of Trust permits our board of trustees to authorize us to issue preferred shares on terms that may subordinate the rights of the holders of our current common shares or discourage a third party from acquiring us.
  • Our business may be subject to certain U.S. regulatory regimes applicable to Morgan Stanley and the Adviser, including applicable financial industry rules, which may impact the Adviser’s ability to implement our business strategy and to generate returns to our shareholders.
  • Your interest in us will be diluted if we issue additional shares. Your interest in our assets will also be diluted if the Operating Partnership issues additional units.
  • We will not be required to comply with certain reporting requirements, including those relating to auditor’s attestation reports on the effectiveness of our system of internal control over financial reporting, accounting standards and disclosure about our executive compensation, that apply to other public companies.
  • Our Umbrella Partnership Real Estate Investment Trust (“UPREIT”) structure may result in potential conflicts of interest with limited partners in the Operating Partnership whose interests may not be aligned with those of our shareholders.
  • Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act.
  • We depend on the Adviser and its affiliates to develop appropriate systems and procedures to control operational risk.
  • Cybersecurity risks and data protection could result in the loss of data, interruptions in our business, damage to our reputation and subject us to regulatory actions, increased costs and financial losses, each of which could materially adversely affect our business and results of operations.
  • Misconduct of employees of the Adviser, its affiliates or third-party service providers could cause significant losses to us.
  • We may face limits on our ability to leverage the Adviser’s knowledge base.
  • Risks Related to Investments in Real Estate
  • Our operating results will be affected by economic and regulatory changes that impact the real estate market in general.
  • Our success is dependent on general market and economic conditions.
  • We may be subject to additional risks from our non-U.S. investments.
  • We may have difficulty selling our properties, which may limit our flexibility and ability to pay distributions.
  • We face risks associated with property acquisitions.
  • Certain of our investments may have additional capital requirements.
  • The sale and disposition of real properties carry certain litigation risks at the property level that may reduce our profitability and the return on your investment.
  • Competition for investment opportunities may reduce our profitability and the return on your investment.
  • We have in the past, and may in the future, make joint venture investments, including with Other Morgan Stanley Accounts. Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on the financial condition of our joint venture partners and disputes between us and our joint venture partners.
  • Acquiring or attempting to acquire multiple properties in a single transaction may adversely affect our operations.
  • In the event we obtain options to acquire properties, we may lose the amount paid for such options whether or not the underlying property is purchased.
  • The due diligence process that the Adviser undertakes in regard to investment opportunities may not reveal all facts that may be relevant in connection with an investment, and if the Adviser incorrectly evaluates the risks of our investments, we may experience losses.
  • Certain properties may require an expedited transaction, which may result in limited information being available about the property prior to its acquisition.
  • There can be no assurance that the Adviser will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices or material misstatements or omissions by the seller in connection with our property acquisitions during the due diligence phase or during our efforts to monitor and disclose information about the investment on an ongoing basis or that any risk management procedures implemented by us will be adequate.
  • We rely on property managers to operate our properties and leasing agents to lease vacancies in our properties.
  • We depend on tenants for our revenue, and therefore our revenue is dependent on the success and economic viability of our tenants. Our reliance on single or significant tenants in certain buildings may decrease our ability to lease vacated space and could materially adversely affect our revenue and net income, overall performance, results of operations and ability to pay distributions.
  • Single-tenant leases involve significant risks of tenant default and tenant vacancies, which could materially and adversely affect us.
  • Our underwriting and risk-management procedures that we use to evaluate a tenant’s credit risk may be faulty, deficient, or otherwise fail to accurately reflect the risk of our investment, which could materially and adversely affect us.
  • Any failure of one or more tenants to provide accurate or complete financial information could prevent us from identifying tenant problems that could materially and adversely affect us.
  • We could face potential material adverse effects from the bankruptcies or insolvencies of our tenants.
  • We may be unable to renew leases as leases expire.
  • Our properties may be leased at below-market rates under long-term leases.
  • We may experience material losses or damage related to our properties and such losses may not be covered by insurance.
  • We face unique risks related to our development and/or redevelopment projects.
  • We make investments in land that we seek to develop.
  • We face risks related to zoning, siting and permitting, including related to any properties under development.
  • We may acquire assets opportunistically, which will involve a higher risk of loss than more conservative investment strategies.
  • Risks associated with climate change may adversely affect our business and financial results and damage our reputation.
  • We are subject to evolving ESG disclosure standards and expectations that expose us to numerous risks.
  • We could become subject to liability for environmental violations, regardless of whether we caused such violations.
  • Our costs associated with complying with the Americans with Disabilities Act of 1990 (the “ADA”) may affect cash available for distributions.
  • The properties we acquire will be subject to property taxes that may increase in the future, which could materially adversely affect our cash flow.
  • We face risks in effecting operating improvements.
  • We invest in commercial properties subject to net leases, which could subject us to losses.
  • Technological or other innovations may disrupt the markets and sectors in which we operate and subject us to increased competition or negatively impact the tenants of our properties and the value of our properties.
  • Rising inflation may materially adversely affect our financial condition and results of operations.
  • Risks Related to CRE Debt Investments
  • Investments in real estate debt are subject to risks including various creditor risks and early redemption features, which may materially adversely affect our results of operations and financial condition.
  • Our debt investments may face prepayment risk and interest rate fluctuations that may adversely affect our results of operations and financial condition.
  • Reinvestment risk could affect the price for our common shares or their overall returns.
  • Debt-oriented real estate investments face a number of general market-related risks that can affect the creditworthiness of issuers, and modifications to certain loan structures and market terms make it more difficult to monitor and evaluate investments.
  • The operating and financial risks of issuers and the underlying default risk across capital structures may adversely affect our results of operations and financial condition.
  • We invest in high-yield debt, which is generally subject to more risk than higher rated securities.
  • Some of our real estate-related securities investments may become distressed, which securities would have a high risk of default and may be illiquid.
  • Certain risks associated with CMBS may adversely affect our results of operations and financial condition.
  • Concentrated CMBS investments may pose specific risks beyond the control of the Adviser that may adversely affect our results of operations and financial condition.
  • The quality of the CMBS is dependent on the credit quality and selection of the mortgages for each issuance.

Legal proceedings

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of December 31, 2025, we were not involved in any material legal proceedings.

The opening of Item 3, Legal Proceedings.6

Sources

The numbers on this page point here. Each one links to the record it came from.

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