Principal Credit Real Estate Income Trust - 8-K

Item 3.02.    Unregistered Sales of Equity Securities

In connection with the continuous private offering of the Company, on June 1, 2026, the Company sold an aggregate of 36,771.87 common shares (the “Shares”) for aggregate consideration of approximately $750,000.00, to third party investors, plus applicable upfront selling commissions and dealer manager fees. The offer 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.

The following table details the Shares sold:

Title of Securities

Number of Shares Sold

Aggregate Consideration

Class I Common Shares

5,435.62

$

110,000.00

Class F-S Common Shares

24,503.44

$

500,000.00

Class F-I Common Shares

6,369.15

$

130,000.00

Class E Common Shares

463.67

$

10,000.00

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