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Private company

BGO Industrial Real Estate Income Trust, Inc.

BGO Industrial Real Estate Income Trust, Inc. is an American real estate investment trust that raised $124,000 in 2023 (SEC Form D).1 It is headquartered in New York, New York.1

Last updated Oct 21, 2026.

Overview

-$21.2KNet income, fiscal 20252
  • IndustryReal Estate Investment Trusts1
  • HeadquartersNew York, New York1
  • Incorporated inMD3
  • Business address399 Park Avenue, 18Th Floor, New York, Ny 100223
  • Filer category, Emerging growth company3
  • Legal formCorporation
  • Kind of organizationReal estate investment trust1

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References herein to “BGO Industrial Real Estate Income Trust, Inc”, the “Company”, “we”, “us”, or “our” refer to BGO Industrial Real Estate Income Trust., Inc a Maryland corporation, and its subsidiaries unless the context specifically requires otherwise.5 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

-2.7%Return on equity2

Financial statements

Net income2-$21.2K in 2025−5% since 2024
-$30.0K-$20.0K-$10.0K02024: -$22.3K-$22.3K20242025: -$21.2K-$21.2K2025−5%
Fiscal year202320242025
Operating expenses$3.0M2$2.1M2
Net income-$22.3K2-$21.2K2
Earnings per share-$1.022-$0.922
Earnings per share (diluted)-$1.022-$0.922
Shares (weighted, basic)21.9K shares223.0K shares2
Shares (weighted, diluted)21.9K shares223.0K shares2

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Corporate structure

BGO Industrial Real Estate Income Trust, Inc. sits at the top of its group. 4 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

  • BGO Industrial Real Estate Income Trust, Inc. New York, New York
    • BGO Genesis Holding LLC Subsidiary · Delaware, United States
    • BGO IREIT Operating Partnership, L.P. Subsidiary · Delaware, United States
    • NP BGO NTR Portfolio, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What BGO Industrial Real Estate Income Trust, Inc. 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.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$8.7M2 Dec 31, 2025$9.1M2 Dec 31, 2024−3.9%

Properties, in its own words

For an overview of our real estate investments, see Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Portfolio.”

Our principal executive and administrative offices are located at 399 Park Avenue, New York, New York 10022. We consider these facilities to be suitable and adequate for the management and operations of our business.

Item 2 of the 10-K filed Mar 20, 2026.5

Leadership

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Chairman of the Board of the IssuerJohn Carrafiell named Dec 29, 202310
  • Chief Financial Officer and Treasurer of the IssuerLori Biancamano named Dec 29, 202310
  • Secretary of IssuerMatthew Campbell named Dec 29, 202310
  • Chief Investment Officer of the IssuerMatthew Gorman named Dec 29, 202310
  • President and Chief Executive Officer of IssuerMichael Glimcher named Dec 29, 202310
  • DirectorEdgar Alvarado named Dec 29, 202310
  • DirectorLizanne Galbreath named Dec 29, 202310
  • DirectorTimothy Callahan named Dec 29, 202310

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • BGO Genesis Holding LLC Delaware4
  • BGO IREIT Operating Partnership, L.P. Delaware4
  • NP BGO NTR Portfolio, LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • BentallGreenOak Industrial Real Estate Income Trust, Inc.Sep 30, 2022 to Feb 3, 20233

Timeline

  1. Mar 31, 20268-K Regulation FD disclosure11
  2. Feb 27, 20268-K Regulation FD disclosure12
  3. Jan 30, 20268-K Regulation FD disclosure13
  4. Dec 31, 20258-K Regulation FD disclosure14
  5. Nov 28, 20258-K Regulation FD disclosure15
  6. Oct 31, 20258-K Regulation FD disclosure16
  7. Sep 30, 20258-K Regulation FD disclosure17
  8. Aug 29, 20258-K Regulation FD disclosure18
  9. Jul 31, 20258-K Regulation FD disclosure19
  10. Jun 30, 20258-K Regulation FD disclosure20
  11. May 30, 20258-K Regulation FD disclosure21
  12. Apr 30, 20258-K Regulation FD disclosure22

Filings

105 filings to the SEC since October 2021: 3 annual reports, 7 quarterly reports, 27 major events, 1 private raises, 67 other. The latest 20:

  1. May 13, 202615-12G EDGAR
  2. Mar 31, 20268-K EDGAR
  3. Mar 20, 202610-K EDGAR
  4. Feb 27, 20268-K EDGAR
  5. Jan 30, 20268-K EDGAR
  6. Dec 31, 20258-K EDGAR
  7. Nov 28, 20258-K EDGAR
  8. Nov 13, 202510-Q EDGAR
  9. Oct 31, 20258-K EDGAR
  10. Sep 30, 20258-K EDGAR
  11. Aug 29, 20258-K EDGAR
  12. Aug 15, 2025424B3 EDGAR
  13. Aug 8, 202510-Q EDGAR
  14. Aug 4, 2025EFFECT EDGAR
  15. Jul 31, 20258-K EDGAR
  16. Jul 31, 2025POS AM EDGAR
  17. Jul 17, 2025424B3 EDGAR
  18. Jun 30, 20258-K EDGAR
  19. Jun 16, 2025424B3 EDGAR
  20. May 30, 20258-K EDGAR

The 105 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.

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$124.0K 2023–2023
Money received by yearMoney received by year, 2023–2023: $124.0K in all. Private raises (Form D) $124.0K.$0$50K$100K$150K2023 · Private raises (Form D): $124.0K2023
Figures by year
YearPrivate raises (Form D)Total
2023$124.0K$124.0K

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Dec 19, 2023Raised $124,000 in a private offering of equity10 Form D: $125,000 offered in all Form D

SEC filer profile

How BGO Industrial Real Estate Income Trust, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBGO Industrial Real Estate Income Trust, Inc.1
  • CIK0001942722
  • Employer ID (EIN)92-02455325
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inMaryland5
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address399 Park Avenue, 18Th Floor, New York, NY 100221
  • Phone21235978001
  • Shares outstanding517 Common Class S shares; 517 Common Class D shares; 517 Common Class I shares; 21,672 Common Class E shares; 517 Common Class T shares as of Mar 20, 20265
  • Public float$0 as of Dec 31, 20252
  • AuditorErnst & Young LLP, New York, New York, USA PCAOB ID 42; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceSep 30, 20221
  • Filings105 in all: 424B3 (31), 8-K (27), 10-Q (7), UPLOAD (7), POS EX (6), CORRESP (4), EFFECT (4), 10-K (3)1
    All 17 form types

    DRS/A (3), DRSLTR (3), POS AM (3), S-11/A (2), 15-12G (1), 8-A12G (1), D (1), DRS (1), S-11 (1)

  • Latest filingsAnnual report (10-K) Mar 20, 2026
    Quarterly report (10-Q) Nov 13, 2025
    Latest 8-K (8-K) Mar 31, 2026

Risk factors and legal proceedings

The risks BGO Industrial Real Estate Income Trust, Inc. names in Item 1A of its 10-K filed Mar 20, 2026: 77 risks under these headings, as written.5

  • Risks Related to This Offering and Our Organizational Structure
  • We have limited operating history and there is no assurance that we will be able to successfully achieve our investment objectives.
  • We have held our current investments for only a short period of time and you generally will not have the opportunity to evaluate our future investments before we make them, which makes your investment more speculative.
  • The Adviser manages our portfolio pursuant to very broad investment guidelines and generally is not required to seek the approval of our board of directors 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.
  • There is no public trading market for shares of our common stock; 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.
  • Your ability to have your shares repurchased through our share repurchase plan is limited. We may choose to repurchase fewer shares than have been requested to be repurchased, or none at all, in our discretion at any time, and the amount of shares we may repurchase is subject to caps. Further, our board of directors may make exceptions to, modify or suspend for any period of time or indefinitely our share repurchase plan if it deems such action to be in our best interest and the best interest of our stockholders.
  • Economic events that may cause our stockholders to request that we repurchase their shares may materially adversely affect our cash flow and our results of operations and financial condition.
  • We face risks associated with the deployment of our capital.
  • 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 amount and source of distributions we may make to our stockholders is uncertain, and we may be unable to generate sufficient cash flows from our operations to make distributions to our stockholders at any time in the future.
  • We may pay distributions from sources other than our cash flow from operations, including, without limitation, borrowings, offering net proceeds and the sale of or repayments under real estate-related assets, 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 shares of our common stock 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 stockholders.
The other 66 risks
  • Purchases and repurchases of shares of our common stock will not be made based on the current NAV per share of our common stock.
  • Valuations and appraisals of our real estate and real estate-related assets 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 properties 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 board of directors may, in the future, adopt certain measures under Maryland law without stockholder approval that may have the effect of making it less likely that a stockholder would receive a “control premium” for his or her shares.
  • Our charter permits our board of directors to authorize us to issue preferred stock on terms that may subordinate the rights of the holders of our current common stock or discourage a third party from acquiring us.
  • Maryland law limits, in some cases, the ability of a third party to vote shares acquired in a “control share acquisition.”
  • Maryland law and our organizational documents limit our rights and the rights of our stockholders to recover claims against our directors and officers, which could reduce your and our recovery against them if they cause us to incur losses.
  • Maryland law limits our stockholders’ ability to amend our charter or dissolve us without the approval of our board of directors.
  • 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 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 stockholders.
  • 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 to develop appropriate systems and procedures to control operational risk.
  • Cybersecurity risks 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.
  • Compliance with the SEC’s Regulation Best Interest by participating broker-dealers may negatively impact our ability to raise capital in this offering, which could harm our ability to achieve our investment objectives.
  • 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.
  • Trade negotiations and related government actions may create regulatory uncertainty for us and our tenants and adversely affect the profitability of investments.
  • Uncertainty about U.S. federal initiatives could negatively impact our business, financial condition and results of operations.
  • Rising inflation may adversely affect our financial condition and results of operations.
  • Rising interest rates could impact the value of our investments.
  • Financial regulatory changes in the United States could adversely affect our business.
  • We may be subject to additional risks from our non-U.S. investments.
  • Our investments are concentrated in the industrial warehouse and logistics sector and our business would be adversely affected by an economic downturn in that sector. In addition, the Seed Portfolio is geographically concentrated in the Midwest region of the United States, which may expose us to the risk of economic downturns in that region.
  • We may change our investment and operational policies without stockholder consent.
  • 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 require development or otherwise 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 may make a substantial amount of joint venture investments, including with Other BGO 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.
  • In our due diligence review of potential investments, we may rely on third-party consultants and advisors and representations made by sellers of properties, and we may not identify all relevant facts that may be necessary or helpful in evaluating potential investments.
  • 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 will 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.
  • We may be unable to renew leases as leases expire.
  • Our properties will face significant competition.
  • 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 will face unique risks related to any development or redevelopment projects we undertake.
  • Supply chain disruptions could create unexpected renovation or maintenance costs or delays and/or could impact our tenants’ businesses, any of which could materially adversely our results of operations.
  • Risks associated with climate change may adversely affect our business and financial results and damage our reputation.
  • We are subject to evolving sustainability 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.
  • Certain of our investments may be in the form of ground leases, which provide limited rights to the underlying property.
  • A significant number of our properties may be special use and/or build-to-suit and may be difficult to sell or relet upon tenant defaults or lease terminations.
  • We face risks in effecting operating improvements.
  • Our industrial tenants may be adversely affected by a decline in manufacturing activity in the United States.
  • We intend to invest primarily 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.
  • Risks Related to Investments in Real Estate-Related 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 shares of common stock 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 may 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.

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.5

Sources

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