Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement

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New Promissory Note

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On June 25, 2024, Sterling Real Estate Trust (the "Company"), through its operating partnership, Sterling Properties L.L.L.P. (the "Borrower") entered into a promissory note and commercial guarantee (collectively, the "New Promissory Note") with Bell Bank in the principal amount of $10,000,000. The New Promissory Note bears a variable interest at a rate that is subject to change from time to time based on changes in an independent index, which is the "Prime Rate" as published in the Wall Street Journal, with principal plus accrued and unpaid interest due and payable on December 20, 2024. The Borrower may prepay the New Promissory Note without penalty.

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The New Promissory Note contains customary events of default, upon which Bell Bank may declare the entire unpaid principal balance of the New Promissory Note and all accrued and unpaid interest immediately due and payable. The New Promissory Note is guaranteed by the Company.

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The Company has a historical and ongoing relationship with Bell Bank, which has periodically provided the Company with certain financial services. James S. Wieland, a Trustee of the Company, also serves as a Board Member of Bell Bank and may have an indirect material interest in any such engagement and related transactions.

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The descriptions of the New Promissory Note contained herein does not purport to be complete and are qualified in their entirety by reference to the complete text of the New Promissory Note and Commercial Guaranty, copies of which are filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated by reference herein.

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