SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

Commission file number: 0-49782

T REIT, Inc.

(Exact name of registrant as specified in its charter)

1551 N. Tustin Avenue, Suite 200

Santa Ana, California 92705

(Address of principal executive offices)

(877) 888-7348

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Title of Class:

Common Stock

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o

      As of June 30, 2004, the aggregate market value of common stock held by non-affiliates of the registrant was approximately $44,426,000 (based on the price for which each share was sold).

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     Yes o          No þ

      As of March 31, 2005, there were 4,606,000 shares of common stock of T REIT, Inc. outstanding.

T REIT, INC.

(A VIRGINIA CORPORATION)

TABLE OF CONTENTS

PART I

Significant events occurring since November 22, 2004 (the filing date of the Form 10-Q for the third quarter of 2004) include:

      As set forth in our registration statement that we originally filed in 1999, we were formed with the intent to be listed on a national stock exchange, quoted on a quotation system of a national securities association or merged with an entity whose shares are so listed or quoted. At that time, we intended that if we were not so listed or quoted by February 22, 2010, we would submit for our shareholders’ vote a proposal to liquidate our company. As a result of (i) current market conditions, (ii) the increasing costs of corporate compliance (including, without limitation, all federal, state and local regulatory requirements applicable to us, including the Sarbanes-Oxley Act of 2002, as amended) and (iii) the possible need to reduce our monthly distributions, in November, 2004 our board of directors began to investigate whether liquidating now would provide our shareholders with a greater return on our shareholder’s investment over a reasonable period of time, than through implementation of other alternatives considered. After reviewing the issues facing us, our board of directors concluded on December 2, 2004 that we should explore the possibility of a plan of liquidation. On December 29, 2004, a special committee of our independent directors, including Messrs. D. Fleet Wallace and W. Brand Inlow, was formed to analyze whether liquidation of all of our assets is in our shareholders best interests. On December 29, 2004, we also engaged Robert A. Stanger & Co., Inc., or Stanger, as our financial advisor to (i) assist in a review of the pros and cons of those alternatives, including a potential plan of liquidation and (ii) render opinions as to the fairness of the consideration to be received in any potential transactions. After consideration of the alternatives reasonably available to us, the special committee and our board of directors approved the preparation of a plan of liquidation and a proxy statement to be presented to the special committee and our board of directors for further approval. On February 16, 2005, the special committee unanimously determined that the terms of the plan of liquidation are fair to, and in your best interests and approved the sale of all of our assets and our dissolution pursuant to a plan of liquidation; the foregoing remains subject to our board of directors’ and shareholders’ approval, respectively.

      In connection with our initial public offering of common stock conducted through a best effort offering from February 22, 2000 through June 1, 2002, we disclosed the prior performance of all public and non-public investment programs sponsored by Triple Net Properties, LLC, our Advisor. We now have determined that there were certain errors in those prior performance tables. In particular, the financial information in the tables was stated to be presented on a GAAP basis. Generally the tables for the public programs were not presented on a GAAP basis and the tables for the non-public programs were prepared and presented on a tax or cash accounting basis. Moreover, a number of the prior performance data figures were themselves incorrect, even as presented on a tax or cash basis. In particular, certain calculations of depreciation and amortization were not on an income tax basis for a limited liability company investment. In general, the resulting effect is an overstatement of our Advisor’s program and aggregate portfolio operating results. Our board of directors is considering alternatives to address the errors in the prior performance tables.

Our Company

      We were formed as a Virginia corporation in December 1998 and were qualified and elected to be taxed as a real estate investment trust, or REIT, for federal income tax purposes. We were organized to acquire, manage and invest in a diversified portfolio of real estate projects or interests therein of office, industrial, retail and service properties located primarily in the following states: Alaska; Florida; Iowa; Michigan; Minnesota; Nevada; North Carolina; South Carolina; South Dakota; Tennessee; Texas; Virginia; Washington; Wisconsin; and Wyoming. We completed our first property acquisition on September 26, 2000. As of December 31, 2004, we owned interests in eleven properties, including two consolidated

interests in office properties and nine unconsolidated interests in office properties located in the following four states: California, Texas, Illinois and Nevada.

      We conduct business and own properties through T REIT, L.P., or the Operating Partnership, which was formed as a Virginia limited partnership in December 1998. We are the sole general partner of the Operating Partnership and have control over the affairs of the Operating Partnership.

      Our day-to-day operations are managed by Triple Net Properties, LLC, or our Advisor, under an advisory agreement, or our Advisory Agreement. Our Advisor is affiliated with us in that the two entities have common officers and a common director, some of whom also own an equity interest in our Advisor. Our Advisor engages affiliated entities, including Triple Net Properties Realty, Inc., or Realty, an affiliate of our Advisor, which was solely owned by Anthony W. Thompson, our chief executive officer, president and chairman of the board of directors, until his resignation as chief executive officer and president in August 2004, through December 31, 2004 (effective January 1, 2005, Mr. Thompson owns 88% of Realty), a real estate brokerage and management company, to provide various services for our properties. Our Advisor and Realty were formed in 1998 to serve as an asset and property manager for real estate investment trusts, syndicated real estate limited partnerships, limited liability companies and similar real estate entities.

      We have been operating, and subject to our board of directors’ and shareholders’ approval of a plan of liquidation, which has not yet been submitted for approval or been approved, we intend to continue operating as a REIT for federal and state income tax purposes. To maintain our REIT status, we are required to distribute annually as distributions at least 90% of our REIT taxable income, as defined by the Internal Revenue Code, or the Code, to our shareholders, among other requirements. If we fail to qualify as a REIT in any taxable year, we would be subject to federal income tax on our taxable income at regular corporate tax rates. As of December 31, 2004, we believe we are in compliance with all relevant REIT requirements.

      Our Advisor’s principal executive offices are located at 1551 N. Tustin Avenue, Suite 200, Santa Ana, California 92705 and its telephone number is (877) 888-7348. Our Advisor’s website is www.1031nnn.com. We make our periodic and current reports available on our Advisor’s web-site after these materials are filed with the Securities and Exchange Commission, or the SEC. They are also available in print to any shareholder upon request. We do not maintain our own website or have an address or telephone separate from our Advisor. Since we pay a management fee to our Advisor, we do not pay rent for the use of their space.

Developments During 2004

      During 2004:

Current Investment Objectives and Policies

General

      Subject to our board of directors’ and our shareholders’ approval of the plan of liquidation, which has not yet been submitted for approval or been approved, our primary investment objective is to obtain current income from investments in real estate. Pursuant thereto, we have sought to:

      To the extent feasible, we will strive to invest in a diversified portfolio of properties or interests therein, in terms of geography, type of property and types of tenants, that will satisfy our investment

objectives. However, we cannot assure you that we will attain all of these objectives or that shareholder capital will not decrease.

Acquisition Strategies

      Subject to our board of directors’ and our shareholders’ approval of the plan of liquidation, which has not yet been submitted for approval or been approved, under the current business plan, we will continue to primarily acquire, through wholly-owned subsidiaries of our Operating Partnership, wholly-owned and undivided tenant-in-common, or TIC, interests in office, industrial, retail and service properties. We will continue to seek to acquire properties (or interests therein) leased by creditworthy tenants under net leases. We may continue to acquire properties through joint ventures or the acquisition of substantially all of the interests of an entity which in turns owns the property. In connection with the purchase of undivided TIC interests in properties, we may continue to purchase TIC interests in properties where the other TICs are participating in tax-free exchanges arranged by our Advisor. Such transactions will earn our Advisor or its affiliates’ commissions on the tax-free exchanges, and may impact the extent to which we participate in such acquisitions.

      Subject to our board of directors’ and our shareholders’ approval of the plan of liquidation, which has not yet been submitted for approval or been approved, we may continue to primarily acquire properties with cash and mortgage or other debt; however, we may acquire some properties free and clear of mortgage indebtedness by paying the entire purchase price for such property in cash or in units in our Operating Partnership. With respect to properties purchased on an all-cash basis, we may later incur mortgage indebtedness by obtaining loans secured by selected properties if favorable financing terms are available to us. The proceeds from such loans, if any, would be used to acquire additional properties and increase our cash flow. Although not required by our articles of incorporation or bylaws, as a policy matter, we do not intend to incur indebtedness in excess of 70% of the aggregate fair market value of all our properties, as determined at the end of each calendar year. In addition, we do not intend to incur secured indebtedness on a specific property in excess of approximately 80% of such property’s fair market value.

      Under our current acquisition strategies, the majority of properties we may acquire in the future will be at least 75% leased on the acquisition date. We expect that most of the applicable leases will be “net” leases with initial terms of 10 to 15 years, but generally not less than five years and usually providing for a base minimum annual rent with periodic increases. “Net” leases typically require that tenants pay all or a majority of the operating expenses, including real estate taxes, special assessments, utilities, insurance and building repairs related to the property, in addition to lease payments.

      In acquiring a property, we may enter into arrangements with the seller of a property in support of minimum cash flow requirements from the property, obtain an option on a property or commit to purchase a property subject to completion of renovation or construction.

      As of December 31, 2004, three of our properties or interests in properties were located in California, three in Nevada, four in Texas and one in Illinois. Our consolidated properties were 98% leased as of December 31, 2004 and our unconsolidated properties were 89% leased as of December 31, 2004.

      To assist us in our acquisition efforts, our Advisor and its affiliates may purchase properties in their own name, assume loans in connection with the purchase of properties and temporarily hold title to such properties for the purpose of facilitating the acquisition of such properties, borrowing money or obtaining financing, completing construction of properties or for any other purpose related to its business. We may also acquire properties from entities advised by our Advisor. Such acquisitions must be approved by a majority of our directors, including a majority of our independent directors.

Acquisition Standards

      Subject to our board of directors’ and our shareholders’ approval of the plan of liquidation, which has not yet been submitted for approval or been approved, based on our Advisor’s prior real estate experience, we believe our Advisor has the ability to identify properties capable of meeting our current investment objectives. In evaluating potential acquisitions, the primary factor considered is the property’s current and

projected cash flow. We also consider a number of other factors relating to a property, including, without limitation, its:

Our Advisor has substantial discretion with respect to the selection of specific properties; however, purchase agreements must be approved by our board of directors.

      We will not close the purchase of any property unless and until we obtain an environmental assessment, a minimum of Phase I review, for each property purchased and are generally satisfied with the environmental status of the property.

      In purchasing properties, we will be subject to risks generally incident to the ownership of real estate, including:

Disposition Strategies

      Subject to our board of directors’ and our shareholders’ approval of the plan of liquidation, which has not yet been submitted for approval or been approved, we currently consider various factors when evaluating potential property dispositions. These factors include, without limitation, the following:

Operating Strategies

      Subject to our board of directors’ and our shareholders’ approval of the plan of liquidation, which has not yet been submitted for approval or been approved, our primary operating strategy is to acquire suitable properties and to enhance the performance and value of those properties through management strategies designed to address the needs of current and prospective tenants. Management strategies include:

Financing Policies

      We conduct substantially all of our investment and debt-financing activities through our Operating Partnership. We have also financed our investments through a combination of equity as well as secured debt. The terms of our credit facility and secured notes contain various financial covenants which require satisfaction of certain total debt-to-asset ratios, secured debt-to-total-asset ratios, debt service coverage ratios, as well as other limitations. A primary objective of our financing policy is to manage our financial position to allow us to raise capital from time to time at competitive rates. As of December 31, 2004, approximately 22% of our outstanding debt had a weighted average fixed interest rate of 5.25% per annum, which limits the risk of fluctuating interest rates.

      We may utilize certain derivative financial instruments at times to limit interest rate risk. The derivatives we enter into, and the only derivative transactions approved by our board of directors, are those which are used for hedging purposes rather than investment purposes. If an anticipated hedging transaction does not occur, any positive or negative value of the derivative will be recognized immediately in net income.

      Subject to our board of directors’ and our shareholders’ approval of the plan of liquidation, which has not yet been submitted for approval or been approved, to the extent that our board of directors decides to obtain additional capital, we may elect to retain our earnings (subject to the provisions of the Internal Revenue Code, or Code, requiring distributions of taxable income to maintain REIT status), or dispose of some of our properties or utilize a combination of these methods.

Tax Status

      We elected to be taxed as a REIT for federal income tax purposes under Sections 856 through 860 of the Code, and believe that we have qualified since our first year of operations. As long as we qualify for taxation as a REIT, we generally will not be subject to federal income tax to the extent we distribute at least 100% of our REIT taxable income to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates. Unless entitled to relief under specific statutory provisions, we will also be disqualified for taxation as a REIT for the four taxable years following the year in which we lose our qualification. Even if we qualify as a REIT, we may be subject to certain state and local taxes on our income and property and to federal income and excise taxes on our undistributed income.

Distribution Policy

      In order to qualify as a REIT for federal income tax purposes, we must distribute at least 90% of our taxable income (excluding capital gains) to our shareholders. The declaration of monthly distributions on common shares is at the discretion of our board of directors and our board will determine the amount of distributions based on then prevailing circumstances. Distribution amounts depend on our funds from

operations, financial condition and capital requirements, annual distribution requirements under the REIT provisions of the Code and other factors our board of directors deem relevant. Subject to our board of directors’ and our shareholders’ approval of the plan of liquidation, which has not yet been submitted for approval or been approved, we may need to reduce the amount of our monthly distributions in 2005, which may ultimately impact our ability to meet our REIT distribution requirements.

Competition

      We compete with a considerable number of other real estate companies to lease office space, some of which may have greater marketing and financial resources. Principal factors of competition in our business are the quality of properties (including the design and condition of improvements), leasing terms (including rent and other charges and allowances for tenant improvements), attractiveness and convenience of location, the quality and breadth of tenant services provided and reputation as an owner and operator of quality office properties in the relevant market. Our ability to compete also depends upon, among other factors, trends of the national and local economies, financial condition and operating results of current and prospective tenants, availability and cost of capital, including capital raised by incurring debt, construction and renovation costs, taxes, governmental regulations, legislation and population trends.

      In the event that we elect to acquire additional properties, we will also compete with other buyers who are also interested in acquiring such properties, which may result in an increase in the cash that we pay for such properties or may result in us ultimately not being able to acquire such properties. Recently, competition to acquire office properties, or other real estate assets has increased due, in part, to the renewed interest in the sector from private equity sources, including foreign investors. In some cases, this competition has caused acquisition prices to increase making it more challenging for us to be competitive in the acquisition of new investments.

      Additionally, at the time we elect to dispose of one or more of our properties, we will be in competition with sellers of similar properties to locate suitable purchasers, which may result in us receiving lower proceeds from the disposal or result in us not being able to dispose of the property due to the lack of an acceptable return.

      We hold interests in properties located in California, Texas, Nevada and Illinois. Other entities managed by our Advisor also own interests in the Chicago, Illinois property in which we own an interest. Entities managed by our Advisor or its affiliates own several properties located in California, Nevada and Texas and such properties are managed by Realty. Our properties may face competition in these states from such other properties owned, operated or managed by our Advisor or our Advisor’s affiliates. Our Advisor or its affiliates have interests that may vary from ours in these states.

Government Regulations

      Many laws and governmental regulations are applicable to our properties and changes in these laws and regulations, or their interpretation by agencies and the courts, occur frequently.

      Costs of Compliance with the Americans with Disabilities Act. Under the Americans with Disabilities Act of 1990, or ADA, all public accommodations must meet federal requirements for access and use by disabled persons. Although we believe that we are in substantial compliance with present requirements of the ADA, none of our properties have been audited, nor have investigations of our properties been conducted to determine compliance. We may incur additional costs in connection with the ADA. Additional federal, state and local laws also may require modifications to our properties or restrict our ability to renovate our properties. We cannot predict the cost of compliance with the ADA or other legislation. If we incur substantial costs to comply with the ADA or any other legislation, our financial condition, results of operations, cash flow and ability to satisfy our debt service obligations and pay distributions could be adversely affected.

      Costs of Government Environmental Regulation and Private Litigation. Environmental laws and regulations hold us liable for the costs of removal or remediation of certain hazardous or toxic substances on our properties. These laws could impose liability without regard to whether we are responsible for the presence or release of the hazardous materials. Government investigations and remediation actions may have substantial costs and the presence of hazardous substances on a property could result in personal injury or similar claims

by private plaintiffs. Various laws also impose liability on persons who arrange for the disposal or treatment of hazardous or toxic substances for the cost of removal or remediation of hazardous substances at the disposal or treatment facility. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. As the owner and operator of our properties, we may be deemed to have arranged for the disposal or treatment of hazardous or toxic substances.

      Use of Hazardous Substances by Some of Our Tenants. Some of our tenants routinely handle hazardous substances and wastes on our properties as part of their routine operations. Environmental laws and regulations subject these tenants, and potentially us, to liability resulting from such activities. We require our tenants, in their leases, to comply with these environmental laws and regulations and to indemnify us for any related liabilities. We are unaware of any material noncompliance, liability or claim relating to hazardous or toxic substances or petroleum products in connection with any of our properties.

      Other Federal, State and Local Regulations. Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements. If we fail to comply with these various requirements, we may incur governmental fines or private damage awards. While we believe that our properties are currently in material compliance with all of these regulatory requirements, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures that will adversely affect our ability to make distributions to our shareholders. We believe, based in part on engineering reports which are generally obtained at the time we acquire the properties, that all of our properties comply in all material respects with current regulations. However, if we were required to make significant expenditures under applicable regulations, our financial condition, results of operations, cash flow and ability to satisfy our debt service obligations and to pay distributions could be adversely affected.

Significant Tenants

      As of December 31, 2004, two of our tenants accounted for 10% or more of our aggregate annual rental income.

      Our Advisor has been advised that ACS Health Services, Inc., or ACS, a tenant in the AmberOaks property, in which we own a 75% TIC, will not be renewing their lease, which expired on February 28, 2005. ACS currently occupies 44,000 square feet of the premises, which represents approximately 21% of the gross leasing area of the 207,000 square feet at the AmberOaks property. The tenant may occupy the space for an undetermined length of time beyond the term of the lease in accordance with hold over provisions in the lease or vacate the premises. As of March 31, 2005, ACS has exercised its hold over provision until May 31, 2005. From January 1, 2005 through May 31, 2005, we will amortize $341,000 related to the intangible assets associated with ACS.

Employees

      We have no employees and our executive officers are all employees of our Advisor. Substantially all work performed for us is performed by employees of our Advisor and its affiliates.

Financial Information About Industry Segments

      Subject to our board of directors’ and our shareholders’ approval of the plan of liquidation, which has not yet been submitted for approval or been approved, we are in the business of owning, managing, operating, leasing, acquiring, developing, investing in and disposing of office, industrial and service

properties. We internally evaluate all properties as one industry segment and, accordingly, do not report segment information.

Real Estate Investments

      As of December 31, 2004, we owned interests in eleven properties including two consolidated properties and nine unconsolidated properties. Our interests in the unconsolidated properties are held either as a TIC interests in the property or as a member of a limited liability company, or LLC, that owns a TIC interest in the property. The consolidated properties have an aggregate gross leaseable area, or GLA, of approximately 275,000 square feet. The unconsolidated properties have an aggregate GLA of approximately 1,658,000 square feet.

      During the year ended December 31, 2004, we purchased one consolidated property and two interests in unconsolidated properties, and we sold one consolidated property and one interest in an unconsolidated property.

      The following table presents certain additional information about our properties at December 31, 2004:

      Investments in unconsolidated real estate consist of our investments in undivided TICs and LLCs. The following table presents our investment in each unconsolidated property at December 31, 2004:

      The following information generally applies to our properties:

      The following is a summary of the relationships of us and our affiliates as of December 31, 2004:

T REIT, Inc.

Congress Center

      The following is a summary of our relationship with entities with ownership interests in Congress Center.

AmberOaks Corporate Center

      The following is a summary of our relationship with entities with ownership interests in AmberOaks.

City Center West “A” Building

      The following is a summary of our relationship with entities with ownership interests in City Center West “A” Building.

County Center Drive

      The following is a summary of our relationship with entities with ownership interests in County Center Drive.

Emerald Plaza

      The following is a summary of our relationship with entities with ownership interests in Emerald Plaza.

Enclave Parkway

      The following is a summary of our relationship with entities with ownership interests in Enclave Parkway.

Oakey Building

      The following is a summary of our relationship with entities with ownership interests in Oakey Building.

Pacific Corporate Park

      The following is a summary of our relationship with entities with ownership interest in Pacific Corporate Park.

Reno Trademark

      The following is a summary of our relationship with entities with ownership interests in Reno Trademark.

Titan Building and Plaza

      The following is a summary of our relationship with entities with ownership interests in Titan Building and Plaza.

Affiliated Companies

      The following is a summary detailing the relationships that Anthony W. Thompson has with our Advisor, NNN Capital Corp., and Realty at December 31, 2004.

Lease Expiration Table

      The following schedule presents the sensitivity of our annual base rent due to lease expirations for the next ten years at our consolidated properties as of December 31, 2004, by number, percentage of total aggregate gross leaseable area, or GLA, and annual base rent.