BGO Industrial Real Estate Income Trust, Inc.

Overview

BGO Industrial Real Estate Income Trust, Inc. is a Maryland corporation formed on September 7, 2022. It is organized as a real estate investment trust (REIT) for U.S. federal income tax purposes (Sections 856–860). The company primarily invests in stabilized, income-oriented industrial warehouse and logistics properties in the United States and maintains additional exposure to real estate debt and real estate-related securities. IREIT is the sole general partner of BGO IREIT Operating Partnership, L.P. (IREIT OP) and is externally managed by BentallGreenOak (U.S.) Limited Partnership (the Adviser), an affiliate of BentallGreenOak (BGO).

Capital structure and equity

• Five classes of common stock: Class T, Class S, Class D, Class I, and Class E; par value $0.01 per share.
• One class of preferred stock (Series A).
• Initial capitalization: on February 3, 2023 the Adviser contributed $0.2 million for 20,000 shares.
• The Form S-11 offering for Class T, S, D, and I shares was initially declared effective July 7, 2023 and deregistered August 4, 2025.
• On July 7, 2023, Sun Life (U.S.) HoldCo 2020, Inc. contributed its 56.5% interest in Seed JV to IREIT OP in exchange for 13.0 million Class E units of the Operating Partnership (approximate value $130.0 million). The remaining 43.5% of the Seed JV was contributed by a BGO-advised real estate client (approximate contributed equity $100.0 million).
• Seed JV holds a 60.5% interest in Seed Portfolio (NorthPoint JV); IREIT’s 56.5% ownership in Seed JV represents an indirect 34.2% ownership in Seed Portfolio.
• As of March 20, 2026, there were no outstanding Class T, S, D, or I shares. All current shareholders have opted into the dividend reinvestment plan.

Management and governance

• Adviser: BentallGreenOak (U.S.) Limited Partnership (affiliate of BGO).
• The Adviser sources, evaluates and monitors investment opportunities, determines NAV (subject to board oversight), and has fiduciary responsibilities to the company.
• The Adviser, or its affiliates, may provide administration, legal, accounting and other services.
• The Adviser’s investment committee reviews potential acquisitions.
• IREIT has no employees; the executive officers of IREIT serve as officers of the Adviser and are employed by an Adviser affiliate.
• The board includes independent directors; the Adviser has the right to designate two directors to the slate, subject to an independent majority requirement and governance protections.

Investment objectives and strategy

• Primary objectives: preserve capital, provide attractive current income through regular distributions, and seek NAV appreciation through active asset management.
• Core strategy: act as a pure-play industrial REIT focused on stabilized, income-oriented industrial properties.
• Opportunistic strategy: invest in real estate debt and real estate-related securities, including RMBS, CMBS, CLOs/CDOs, mortgage and mezzanine loans, and publicly listed REITs or related securities.
• Geographic focus: United States, with the ability to invest in North America, Europe and Asia-Pacific subject to limits and applicable law. Emphasis on locations with strong barriers to entry, large demographic bases and distribution infrastructure.
• Development and renovation: may acquire assets requiring development or renovation as a secondary focus.

Real estate and debt investments

• Real estate: stabilized industrial assets such as bulk distribution warehouses, light industrial, last-mile facilities and temperature-controlled logistics; may include assets needing capital improvements or development.
• Debt and securities: investments may include agency and non-agency RMBS, CMBS, CLOs/CDOs, real estate-related corporate credit, mortgage and mezzanine loans, and publicly traded real estate companies.

Use of leverage

• Target leverage range after ramp-up: 50% to 60%.
• Leverage may temporarily exceed the target during ramp-up or in response to capital market conditions.
• Maximum indebtedness cap is 300% of net assets unless approved by a majority of independent directors and disclosed to stockholders.

Capital deployment and liquidity

• Net offering proceeds are intended to be deployed into real estate investments and related assets after fees.
• During ramp-up or market stress, the company may hold cash or use leverage; cash balances may be invested in money market-like instruments with generally low yields.
• Distributions may be funded from sources other than cash flow from operations, including borrowings, offering proceeds and asset sales; such funding can affect funds available for acquisitions and may dilute stockholders.

NAV, valuations and pricing

• NAV is determined monthly by the Adviser. Independent appraisers provide annual property valuations and an independent valuation advisor reviews ongoing updates.
• NAV is used to set transaction prices for new share issuances and repurchases and for certain fees and distributions. NAV involves judgment and may differ from realizable value; exceptional circumstances can result in transaction prices adjusted away from NAV.

Distributions

• Monthly distributions commenced in May 2024.
• Distribution amounts and timing are not guaranteed and depend on earnings, cash flow, debt service, capital needs, REIT compliance and other factors.
• The company may defer expenses or pay them in stock or units to preserve cash for distributions.

Public market and liquidity considerations

• There is no public trading market for the common shares.
• The company anticipates repurchases under a share repurchase plan, subject to caps and liquidity constraints.
• Conversion and issuance of Operating Partnership units can result in dilution; some units may be exchangeable for common shares in the future.

Key external relationships

• The Adviser and its affiliates provide investment management and may allocate resources among other BGO accounts or funds under internal policies and rotational queues.
• Other BGO Accounts, including co-investment funds, may compete for the same investment opportunities; allocation and priority arrangements can affect IREIT’s access to transactions.
• Investments may involve joint ventures with Adviser affiliates or Other BGO Accounts; the Seed Joint Venture is an example.

Quantitative highlights

• Adviser AUM: approximately $90.4 billion as of December 31, 2025, serving more than 750 institutional investors.
• Seed JV: Sun Life contributed 56.5% in exchange for 13.0 million Class E Operating Partnership units (approximate value $130.0 million); the remaining 43.5% was contributed by a BGO client with approximate equity of $100.0 million.
• Ownership: Seed JV owns 60.5% of Seed Portfolio; IREIT’s indirect interest in Seed Portfolio is 34.2%.
• Initial Adviser capitalization: $0.2 million for 20,000 shares (Feb 3, 2023).
• Offering status: Form S-11 for Class T/S/D/I originally effective July 7, 2023; deregistered August 4, 2025.
• Dividends: distributions began in May 2024; all current shareholders participate in the dividend reinvestment plan.

Employees and operations

• IREIT has no direct employees. Executive officers are officers of the Adviser and employed by an Adviser affiliate.
• Day-to-day management, administration and other operational functions are provided by the Adviser and its affiliates.

Regulatory and risk context

• The company is subject to REIT qualification requirements and related tax rules.
• Material risks include loss of REIT status, conflicts of interest arising from external management and related-party relationships, leverage and financing risk, valuation and liquidity risk, environmental and regulatory compliance, cyber risk, and sustainability-related disclosure considerations.
• The Adviser has broad discretion within the investment guidelines, with board oversight. Certain policy changes can occur without stockholder consent as permitted by the charter and governing documents.

Where to find more

See the company’s public filings with the SEC and materials on the issuer’s website for detailed risk factors, investment guidelines, governance provisions and ongoing disclosures.