Ares ADREX and AIREX DSTs: 24 Form Ds, $5.08B Sold, 4 Unsold

How we counted

We searched EDGAR for every issuer whose name starts with ADREX or AIREX and has filed a Form D (one old company called Airex, Inc., a 2016 filer unrelated to Ares, is excluded). For each of the 24 trusts we downloaded every Form D and D/A and read the XML: the total offering amount, total amount sold, number already invested, minimum investment, sales commission and use-of-proceeds estimates, date of first sale and the broker-dealers named.

• One row per trust: its latest filing. “Offered” is its totalOfferingAmount, “sold” its totalAmountSold, “investors” its totalNumberAlreadyInvested. Totals are sums of those. A person who bought two trusts is two investor entries.
• Zeros are not sales data. Every trust files its first Form D before its first sale (the date of first sale reads “yet to occur”), so those forms show $0 sold and 0 investors. For four trusts that is still the latest form.
• Amendments are sparse and the rules allow it. 17 CFR 230.503(a)(3)(ii) says an amendment is required to reflect a change “as soon as practicable after the change, except that no amendment is required” for changes solely in, among other items, “(F) The amount of securities sold in the offering or the amount remaining to be sold” or “(H) The total number of investors who have invested in the offering.” An annual amendment is due while an offering continues. So a partly sold trust’s Form D can be months stale, and our “sold” total is a floor for any trust that has not yet filed a closing amendment.
• Old inconsistencies, kept as filed. ADREX Diversified 3 raised its planned offering from $223.8 million to $246.6 million in an amendment with nothing sold, then closed at $223.8 million; ADREX Multifamily I filed an amendment on June 28, 2022 that still read “yet to occur” and $0 sold; the ADREX Signature Series DST sold $90,510,204 to one investor and is a different animal (see below).

A Form D is the issuer’s own report on the filing date. Nothing here is a statement about performance, and the forms do not describe the properties.

The 24 trusts

All 24 name the sponsor as Ares Diversified Real Estate Exchange LLC (ADREX) or Ares Industrial Real Estate Exchange LLC (AIREX), with a manager, a trust depositor and a signatory trustee of the same family (the Signature Series form spells the sponsor “Arex”). ADREX Diversified 10’s form lists Ares Management Capital Markets LLC (CRD 166219) first among 18 firms receiving sales compensation. “Planned” is the largest total offering amount the trust ever reported.

ADREX (15)

AIREX (9)

Source: Form D and D/A XML of each trust on EDGAR (accessions in the CSV). Planned amounts are rounded to $0.1 million. For closed trusts the sold amount equals the offering amount at the latest filing and nothing remains.

By family, ADREX is 15 trusts, $4,489,025,080 offered, $3,474,810,204 sold, 2,050 investor entries; AIREX is 9 trusts, $2,561,786,639 offered, $1,600,850,000 sold, 862 entries (our sums). The $1.98 billion gap between $7.05 billion offered and $5.08 billion sold is exactly the four trusts with no sale reported: it is a plan, not unsold inventory that anyone has tried and failed to place.

Two details of the table. The ADREX Signature Series DST has a minimum equal to its whole $90,510,204 offering, one investor, a 1.00% commission estimate and a 1.00% related-person estimate, and a clarification that its commission field is a “Placement Fee”; we leave it out of averages. And the other 23 trusts all have a $500,000 minimum. Excluding Signature, the 19 closed trusts raised an average of $1.71 million per investor entry (our arithmetic: $4,985,150,000 over 2,911).

The closing number is 90.75% of the plan

Every trust files with a planned offering and, when it closes, an amendment lowering the offering to the amount sold. The size of that reduction is the same in all of them. Dividing each closing amount by the largest earlier planned amount gives 0.9075 for 18 trusts and 0.8997 for ADREX Multifamily I, which is the lone exception (our arithmetic):

Source: Form D and D/A filings; ratios and the total row are our arithmetic.

The commission (5.00%) and other-payments (4.25%) estimates in the same forms add to 9.25%, and 1 minus 9.25% is 0.9075. The REITs’ own filings point the same way. Ares Real Estate Income Trust’s 10-Q says “DST Interests sold are presented net of upfront fees,” and its table of financing obligations at December 31, 2025 shows $223,800 thousand “carried at cost.” ADREX Diversified 3 closed at $223,800,000 on its Form D/A of March 19, 2024. The Form Ds do not state their basis, so this is our reading: the opening figure looks like the gross amount investors pay, and the closing figure the amount net of the load. If that is right, the $5.08 billion “sold” total understates what investors wrote checks for by roughly $0.5 billion (the $510.8 million gap in the table, our arithmetic), and sums that mix closed trusts (net) with planned ones (gross) mix two bases. The Ares row of our DST census ($4.11 billion offered, $2.63 billion sold for 13 trusts first filed from January 2024 to September 30, 2026) mixes the two bases in the same way; its figures are correct as filed, and it predates AIREX Portfolio 12.

What the filings say the load is

Each Form D carries two estimates for the whole offering, both on the planned amount: sales commissions (Item 12) and the part of proceeds paid to related persons (Item 16). In 20 of the 24 filings they are 5.00% and 4.25%. The 4.25% has a breakdown in ADREX Clearwater’s form: “Estimate includes 1.5% Dealer Manager Fee, 1.5% Facilitation Fee; and 1.25% Organizational Expense and Real Estate Transaction Costs Allowance.” Two trusts (ADREX Diversified I and AIREX Portfolio IV, both from early 2022) show 5.25% in place of 4.25%, with a loan origination fee added to the clarification, and ADREX Multifamily I shows 5.07% and 4.31%.

Source: Form D XML; Ares Real Estate Income Trust Form 10-K for 2025 (accession 0001628280-26-015437) and Ares Industrial Real Estate Income Trust Form 10-K for 2025 (0001628280-26-015438). The 10-K does not map one-to-one onto the Form D lines.

Our fees analysis quotes the 10-K as 8.0% upfront (1.5% dealer manager, 5.0% commission, 1.5% advisor fee). The Form D adds a further 1.25% organization and transaction allowance, so on the Form Ds the figure is 9.25% of the planned amount, which is 10.2% of the closing amount (our arithmetic: 9.25% over 90.75%). The AIREX 10-K also says costs are funded by investors partly through purchase price mark-ups of the initial estimated fair value of the DST properties, a charge no Form D line captures. Compare other sponsors in our Blue Owl DST page (7.5% on the same basis).

Bigger since 2024

New trusts arrive every two to six months (our arithmetic from first Form D dates) and the planned amount has risen.

Source: first Form D of each trust; averages are our arithmetic and exclude the Signature Series.

AIREX shrank to $129.5 million (Portfolio 8, June 2024) and $126.7 million (Portfolio 9, July 2025), then planned $246.7 million, $459.3 million and $501.6 million. ADREX’s Diversified series went from $213.9 million (Diversified I, January 2022) to $539.6 million (Diversified 10, October 2025) and $537.9 million for Diversified 12, 2.51 times the first (our arithmetic).

Timing, from the forms: the first sale came a median 31 days after the first Form D (range 10 to 90, 20 trusts). From first sale to the filing of the closing amendment, 19 trusts took a median 244 days (112 to 511), an upper bound because a trust can close before it files. ADREX Diversified 10 reported $381,006,617 sold (70.6% of its $539.6 million plan) to 202 investors on February 27, 2026, and its closing amendment came 215 days later, on September 30, 2026.

Where the money goes after the DST: the REIT’s option

Ares Real Estate Income Trust (AREIT) and Ares Industrial Real Estate Income Trust (AIREIT) describe the programs in their own filings. In the 10-Q for June 30, 2026, AREIT says the proceeds are carried as liabilities “due to the fact that we have an option (which may or may not be exercised) to purchase the interests in the DSTs and thereby acquire the real property owned by the trusts,” and that the properties are leased back to a subsidiary of its operating partnership “on a long-term basis of up to 29 years,” with $2.5 billion of future minimum lease payments. Our 721 exchange guide explains the mechanics; the REIT figures there check out against these filings:

Source: AREIT Form 10-Q (accession 0001628280-26-056330) and Form 8-K of October 15, 2026 (0001628280-26-066024); AIREIT Form 10-Q (0001628280-26-056338) and Form 8-K of October 15, 2026 (0001628280-26-066025). Redemption figures are as the REITs state them; they say nothing about future quarters.

The 10-K for 2025 lists the trusts with interests outstanding at December 31, 2025 as AREIT’s Diversified 3 to 10 and Signature Series, and AIREIT’s Portfolios 7 to 10. ADREX Clearwater, Diversified I and II appear on neither the December 31, 2024 nor the 2025 list; Multifamily I is on the 2024 list only. For AIREIT, Portfolio IV is on neither list, and V and VI are on the 2024 list only. The lists do not say how each earlier trust ended. Two other points. The 10-K caps the dealer manager’s authority at “up to $5.0 billion” of interests for ADREX and $3.0 billion for AIREX; against Form D offering sums of $4,489,025,080 and $2,561,786,639 that leaves $510,974,920 and $438,213,361 (our arithmetic), less than one more trust of the size ADREX 12 or AIREX 12 plans, if the caps and the Form D amounts are on the same basis, which the filings do not say. And the third-quarter pace differs by REIT: AIREIT’s all-channel raise of about $408 million, with $64 million of DST interests financed by its own loans, was more than twice AREIT’s $183 million (our arithmetic).

What a Form D cannot tell you

• Whether the four open trusts are selling. ADREX Diversified 11 was filed 244 days before October 29, 2026 and AIREX Portfolio 11 199 days before, with no amendment. The rules do not require an amendment for sales; the annual one is due by the first anniversary (February 27, 2027 and April 13, 2027).
• What properties the trusts hold, the master-lease rent, debt or the sponsor’s purchase price. That is in the private placement memorandum.
• What anyone has earned. Nothing here measures distributions or value.
• The 506(c) filing. ADREX Diversified 11 ticks Rule 506(c); the other 23 tick 506(b), and the REITs’ filings describe the program as 506(b). The form does not say why.

What a reader can do with this

• Ask for the memorandum of the specific trust and its load in dollars, not the Form D ceiling: the Form D gives 9.25% of a planned amount, and the 10-K lists further ongoing and loan-related charges.
• Ask whether the amount you pay is the gross or the net figure, and what the sponsor paid for the property compared with its appraisal, since the REIT is both seller and tenant.
• Read the buyback option and the lease for term, rent steps and what happens if the REIT does not exercise; the REIT’s liquidity then matters, which our reviews of AREIT and AIREIT cover.
• Mind the 1031 clock. The 45-day identification date (Section 1031(a)(3)) comes before a trust’s next Form D can show it has filled; see our year-end 1031 timeline.
• Check the firm and representative selling it on FINRA BrokerCheck; ADREX Diversified 10’s form names 18 firms and AIREX Portfolio 10’s names 11.

FAQ

Sources, read and saved on October 29, 2026: Form D and D/A XML of the 24 ADREX and AIREX trusts (SEC CIKs 0001895705, 0001907449, 0001913330, 0001917397, 0001917409, 0001934728, 0001953509, 0001970105, 0001990954, 0001995294, 0002010881, 0002026307, 0002027395, 0002035570, 0002053153, 0002070119, 0002075636, 0002084064, 0002088595, 0002090008, 0002114444, 0002129379, 0002152215, 0002159404) and their EDGAR filing lists; Ares Real Estate Income Trust (CIK 0001327978) Form 10-K for 2025 (0001628280-26-015437), Form 10-Q for June 30, 2026 (0001628280-26-056330) and Form 8-K of October 15, 2026 (0001628280-26-066024); Ares Industrial Real Estate Income Trust (CIK 0001625941) Form 10-K for 2025 (0001628280-26-015438), Form 10-Q (0001628280-26-056338) and Form 8-K of October 15, 2026 (0001628280-26-066025); 17 CFR 230.503 (eCFR text via Cornell LII); 26 U.S.C. 1031; Revenue Ruling 2004-86. Sums, ratios, averages and day counts are our arithmetic. Form D figures are the issuer’s own reports on the filing date. This is analysis of public documents, not investment, legal or tax advice.