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Capital Square DSTs, From Their Own Form D Filings: 135 Offerings, an 8.4%-8.5% Sales Load, and the Deals That Pay Related Parties Most

By Jorge··11 min read
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Quick Answer

Capital Square (Capital Square Realty Advisors, Richmond, Virginia) has filed a Form D with the SEC for at least 135 Delaware statutory trusts since 2013, named "CS1031 ..." or, in the early years, "CSRA ...". Together they list $3.52 billion of offering amounts. The filings show three things a 1031 investor rarely sees side by side. The sales commission is 8.5% of the offering on almost every Capital Square DST since 2019, and 8.4% on all five filed so far in 2026. The Form D also estimates how much of the offering goes to "related persons" (the sponsor, its manager and officers): a median of 4.3%, but above 12% on five DSTs, and 51.7% on CS1031 Valley Ridge BFR Housing (2024), which the filing does not explain. And the Form D does not tell you how much a DST actually raised: 116 of the 135 were filed before the first sale and never updated.

Key Takeaways

  • 135 DSTs, 2013 to June 24, 2026, found by the issuer names Capital Square uses (CS1031, CSRA). Stated offering amounts total $3.52B, of which $1.20B was filed in 2022 alone; filings then fell to $75M in 2023 and $43M in 2024 before recovering to $190M in the first half of 2026.
  • Sales commissions: 8.5% of the offering is the median across all 135 and on the 2019-2026 deals (range 7.5%-8.75% since 2019). The Form Ds of 2024-2026 mostly show 8.4%. Finders' fees: $0 on every filing. Estimated commissions across all 135: $281.5M.
  • Payments to related persons (Capital Square Realty Advisors, CSRA Manager, Louis Rogers and other officers), as estimated on the Form D: median 4.3% of the offering; $169.1M in total. Outliers: Valley Ridge BFR Housing 51.7%, SE Apartment Portfolio 20.2%, and three 'Zero Coupon' net-lease DSTs at 18.7%, 13.1% and 12.3%.
  • What the Form D cannot show: only 10 of 135 were ever amended and only 17 report any sales. Treat the offering amount as a ceiling, not money raised.
  • Who can buy: accredited investors only; 105 of 135 rely on Rule 506(c) (general solicitation allowed, accreditation must be verified). Minimum investment moved from $25,000 to $50,000 on most deals from 2019. WealthForge Securities is the listed broker-dealer on 97.
  • What they own, by stated offering amount: multifamily 56 DSTs ($2.06B), manufactured-housing communities 13 ($507M), medical office 25 ($207M), build-for-rent 8 ($170M), active adult 4 ($139M), zero-coupon net lease 3 ($119M).

CSV · 135 rows

Capital Square DST Form D dataset, 2013-2026 (135 offerings)

135 rows, one per DST, from each DST's latest Form D or D/A on EDGAR: offering amount, reported sales and investors, sales commission and its percentage, finders' fees, estimated payments to related persons and their percentage, minimum investment, exemption, broker-dealers, property type and a direct link to the filing's XML.

Who Capital Square is, and what a Form D is

Capital Square Realty Advisors is a Richmond, Virginia sponsor of Delaware statutory trusts (DSTs): trusts that own one property or a small portfolio and sell fractional beneficial interests to investors who are completing a 1031 exchange, so they can defer capital gains tax on a property they sold. Each DST is a separate private offering to accredited investors, and each files a short notice with the SEC called a Form D. The Form D is not a prospectus. It is a structured form with a few numbers the sponsor has to fill in: the total offering amount, how much has been sold and to how many investors, the sales commissions, any finders' fees, and the amount of the gross proceeds "used for payments to any of the persons required to be named as executive officers, directors or promoters" (in the dataset, "related persons"). For Capital Square those named persons are consistently Capital Square Realty Advisors, LLC, CSRA Manager, LLC and Louis Rogers, the founder, plus other officers.

That makes the Form D the one public, comparable document for every DST a sponsor sells. It is what we used here. The dataset is by issuer name, so a Capital Square DST filed under a name that does not start with CS1031 or CSRA would be missing. Treat 135 as "at least".

How much, and when

Year of first Form DDSTsStated offering amounts
20136$41.3M
20148$161.1M
201511$125.2M
201610$66.1M
20175$41.4M
201810$110.8M
201911$237.8M
202015$434.3M
202122$743.7M
202223$1,198.5M
20234$75.1M
20242$43.1M
20253$53.6M
2026 (to June 24)5$190.1M
Total135$3,522.2M

Source: each DST's latest Form D or D/A on EDGAR; CrowdfundedWealth dataset. Grouped by the year of the first filing because most filings give no date of first sale.

The shape is the 2021-2022 boom and the rate shock after it. In 2022 Capital Square filed Form Ds for 23 DSTs listing $1.2 billion, the largest being CS1031 Parkland Apartments ($105.7 million, December 2022). In 2023 it filed four. The 2026 filings (three active-adult or senior-living deals in Texas and Richmond, a townhome community and CS1031 Colony at Centerpointe Apartments, $42.95 million) suggest the pipeline is back.

A caution that matters: these are offering ceilings, not money raised. Capital Square files each Form D before the first sale ("yet to occur" on 116 of 135) and almost never updates it: only 10 were amended, and only 17 report any sales, $31.9 million in total. The one clean snapshot is CS1031 Woodshire Apartments, whose March 2019 amendment reports $14.1 million sold of a $22.1 million offering to 38 investors. Anyone who tells you how much Capital Square "raised" from Form D alone is guessing.

The load: 8.5%, then 8.4%

Period (first Form D)Median sales commission, % of offeringRangeTypical minimum
2013-2018 (50 DSTs)lower and varied; 2014-15 deals often around 2.5%-3.4%1.01%-11.0%$25,000
2019-2023 (75 DSTs)8.5%7.5%-8.75%$50,000 (most)
2024-2026 (10 DSTs)8.4% on 8, 8.5% on 28.4%-8.5%$50,000

Source: CrowdfundedWealth dataset. Commission percentage = sales commissions reported on the Form D ÷ total offering amount. Most 2014-2015 filings, with commissions of about 2.5%-3.4%, name no broker-dealer firm on the form.

On a $1,000,000 exchange into a Capital Square DST filed today, the Form D implies about $84,000 of selling commission inside the offering. That is the broker-dealer's compensation, paid out of the investors' money before any property income; our 141-filing comparison of DST sponsors' loads puts Capital Square in the upper half of the ten sponsors compared, behind CAI Investments, Passco and NexPoint and well above ExchangeRight's 5%. Finders' fees are $0 on every one of the 135.

Beyond the commission, the Form D asks how much of the proceeds the sponsor estimates will go to its own people and entities: acquisition fees, financing fees, reimbursements, and in some structures payments for the property itself. For Capital Square the median is 4.27% of the offering. On most deals it is 3%-6%. Five are different:

DST (Form D date)Offering amountEstimated payments to related persons% of offering
CS1031 Valley Ridge BFR Housing (Oct 1, 2024)$20,250,000$10,460,74051.7%
CS1031 SE Apartment Portfolio (Jan 22, 2020)$38,915,000$7,854,71020.2%
CS1031 Zero Coupon Fulfillment Center (Feb 17, 2022)$52,270,000$9,787,30218.7%
CS1031 Zero Coupon LV Training Facility (Dec 19, 2022)$57,592,000$7,524,70013.1%
CS1031 Zero Coupon DFW Hospitality (Aug 26, 2025)$9,230,000$1,139,35012.3%

Sources: Form D filings, accessions 0002039618-24-000001, 0001800536-20-000001, 0001911880-22-000001, 0001958797-22-000001 and the CS1031 Zero Coupon DFW Hospitality Form D of August 26, 2025 (links in the dataset). Each figure is marked on the form as an estimate. None of these filings includes an explanation in its clarification field.

We do not know what the $10.5 million on Valley Ridge is. A build-for-rent DST can buy newly built homes from a developer; if an affiliate of the sponsor is that developer, or if the DST repays a sponsor bridge loan, the purchase price can show up here. That would not be improper in itself, but it is the single most important thing to understand before investing: when half of the money goes to parties on the sponsor's side of the table, the price they set for the property is the investment. The private placement memorandum has an "estimated use of proceeds" table and a conflicts section; ask for both, and ask who sold the property to the DST and for how much.

Before you put a 1031 exchange into a Capital Square DST

  • Ask for the load in dollars, from the memorandum: selling commission, dealer-manager fee, acquisition fee, financing fee and reserves, as a percentage of your equity, not of the offering. The Form D gives the commission and the related-party total; the memorandum splits them.
  • Ask whether any related party sold the property or is being repaid a loan out of the proceeds, especially on the build-for-rent and zero-coupon deals above.
  • Ask how much of the offering was actually sold and when it closed; the Form D will not tell you.
  • Know the exit. A DST cannot raise new money or refinance easily; most end in a sale or a roll into a REIT's operating partnership (a 721 exchange). See what a DST-to-REIT 721 roll does to your exit.

FAQ

Filing alert · free

An email when Capital Square DSTs files with the SEC

When Capital Square DSTs files: what changed, the one number that matters, and the accession number to check it yourself.

All figures are from Form D and Form D/A filings on EDGAR, read on September 28, 2026; percentages, totals, medians and the grouping by year and by property type are our arithmetic. Property types are read from the DST names. This is analysis of public documents, not investment, legal or tax advice.

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