ExchangeRight DST Form D Census: 117 Trusts, $2.4B Reported Sold

What we counted, and how

A Delaware statutory trust (DST) is the vehicle a 1031 exchange investor buys into, usually with $100,000 or more; the sponsor files a Form D with the SEC for each one. ExchangeRight, a Pasadena, California sponsor of net-lease DSTs, has filed one for every trust we could find. The REIT's 10-K says: “Since 2012, ExchangeRight has been active in syndicating ownership in primarily investment-grade single-tenant, net-leased necessity-based assets through DST programs that qualify for tax-deferred exchange treatment under Section 1031”. Our Delaware statutory trust guide explains the structure.

Method. We paged EDGAR's company search for the name prefix "ExchangeRight" (130 filers with a Form D), kept the 117 whose name contains DST, and downloaded each trust's latest Form D or D/A (226 filings saved, including the earlier ones for every trust with more than one). From each we read the total offering amount, totalAmountSold, totalNumberAlreadyInvested, the minimum investment and the estimated sales commission. The other 13 filers are not DSTs: nine are debt and preferred-equity funds (the 10-K refers to “these nine debt and preferred equity capital funds”), plus the REIT, its Operating Partnership, a Tax-Efficient Growth & Income Fund and a Fee Participation LLC. A name-prefix search can miss a trust filed under another name, so treat 117 as "at least". One filer, "Multifamily 1 - Van Mark Creek Apartments DST", carries an earlier EDGAR name of ExchangeRight Multi-Family 1 DST and the same Pasadena executives, so we count it.

How we read the amounts. We sorted each trust into one of four readings, from the latest filing only:

Source: latest Form D or D/A per trust on EDGAR; sums are our arithmetic. The 64 fully or partly sold trusts add to $2,400,319,955 and 5,018 investors, which is the cleanest figure.

By series, and by year

The names fall into series. "Net-Leased Portfolio" is the long-running one; "All-Cash" and "Essential Income" are newer, and Essential Income trusts carry a different commission (below).

Source: Form D filings; "Zero sold" means zero sold and zero investors at the latest filing. There is no Form D under the name Essential Income 2.

Source: Form D filings; grouped by the year of each trust's first Form D. Our arithmetic.

Two things stand out. All 42 trusts first filed in 2020-2023 are fully sold on their last filing except one partly sold trust in 2022, while the rows for 2018 and earlier are a mix of closed, partial and untouched. And the latest filings cluster in a few batches (12 fully sold trusts have a last amendment dated August 2025 and 10 dated January 2023), which tells you when the sponsor updated the form, not when the trust closed.

Reading the zeros

The 50 zero rows are two different things. Fifteen were first filed from 2012 to 2019 and never amended; the first-sale field reads "yet to occur" on the only filing. For example, Net Leased Portfolio 2 (filed September 26, 2012, $5,597,500 offering) reports $0 sold. The Form D does not say whether it later closed, and the sponsor may simply not have amended it. The other 35 were filed in 2024-2026 and are new: a Form D is due within 15 days of the first sale, so these are mostly start-of-offering notices. Neither group says the trust failed to raise money. Do not read a zero as an outcome; ask the sponsor or your broker-dealer for the closing figure.

Three filings contradict themselves, which is why we do not add investor counts blindly:

Source: Form D and D/A filings, accessions in the dataset. For Portfolio 20 the Operating Partnership's own 2026 Form D (below) reports $32,550,000 and 95 investors.

A fourth oddity: High LTV 1 reports $1,210,000 from 19 investors, which is $63,684 each (our arithmetic), under the $100,000 minimum on the same form. Item 14 may count underlying owners or the minimum may have been waived; the form does not say. We report these as filed.

How big a ticket is

Across the 56 fully sold trusts the median is 84.5 investors per trust and $455,589 per investor slot (sold divided by investors, our arithmetic; range $63,684 to $829,467 across the 64 fully or partly sold trusts). The biggest fully sold trust is Net-Leased Portfolio 55 ($116,050,000, 157 investors, filed October 17, 2023). One investor in three trusts is counted three times, so 5,112 is slots, not people.

The newest filings are bigger. Essential Income 14 (October 14, 2026) states $136,100,000, Essential Income 12 (June 15, 2026) $123,530,000 and Essential Income 13 $107,600,000: three of the four largest offering amounts in the census, all with zero sold at filing.

The commission line

Each Form D estimates sales commissions (116 of the 117 latest filings give a figure, and every one flags it as an estimate). As a share of the offering amount:

Source: Form D filings; our arithmetic. All-Cash 10 lists $439,136, the same dollar figure as Essential Income 1, which would be 1.54% of its own offering; we leave it out of the ranges.

This matches the sponsor-level view in our DST fee analysis of 2026 Form D filings. The Form D also names who sells: 112 of the 117 latest filings list Lighthouse Capital Group, LLC as a compensated recipient (it is the only one listed on 51). The REIT's 10-K says two of the sponsor's principals “own a majority interest in and operate ExchangeRight Securities, LLC (“ERS”), an affiliate of the Trustee and ExchangeRight, and Lighthouse Capital Group, LLC (“LCG”), each of which is a FINRA member broker-dealer”. That is a disclosed affiliation, not a finding of anything improper; it is a conflict-of-interest line to read in the offering memorandum. Of the 117, 115 rely on Rule 506(b), which bars general solicitation; the two oldest cite Rule 506.

Where a DST goes: the 721 merger path

The exit is a sale or a merger into ExchangeRight Income Fund (CIK 1771514, the "Essential Income REIT") through its Operating Partnership (CIK 1785064). The 10-K describes the terms: holders “were offered the opportunity to elect to exchange their interests in the DSTs for cash (taxable), to perform another Code Section 1031 exchange”, or to take units. Our 721 exit analysis and REIT-versus-DST comparison cover the tax side.

Source: the REIT's 10-K (accession 0001193125-26-075069) and 10-Q for June 30, 2026 (0001193125-26-325370). The 2024 merger issued 1,062,023 Class A 721 units. The filings do not name the trusts.

The Operating Partnership's own Form Ds fill some blanks. Two filed April 17, 2026 describe units issued “in exchange for beneficial ownership interests in” Net Leased Portfolio 20 (first sale March 20, 2026, $32,550,000, 95 investors) and Net Leased Portfolio 23 (March 26, 2026, $42,800,000, 90 investors, two reported as non-accredited). The dates match the 16- and 23-property mergers above (our reading). The DST Form Ds for the same trusts show 0 and 78 investors, a reminder that counts differ between filings. On October 5, 2026 an 8-K created NLP 51 and NLP 53 Common Units to acquire net-leased portfolios organized as DSTs; the Form Ds of Portfolios 51 and 53 show $46,730,000 and $90,335,000 sold.

Costs and ties in the same filings: disposition fees of $2.4 million were paid to ExchangeRight on DST mergers in 2024 and $0 in 2025, and the Operating Partnership guarantees master leases of certain DSTs, with “maximum remaining contractual payments” of $1,375.5 million at June 30, 2026, ending on a sale or merger of the DST. The REIT's Form Ds show its private offering growing from $47,444,190 sold (242 investors, May 2020) to $438,265,641 (2,237 investors, March 2024); the 10-K reports about $527.6 million of gross proceeds at December 31, 2025. Finally, the 10-K puts the sponsor's assets under management at $7.1 billion, valuing DST programs at the original offering price; our $4.51 billion is a sum of Form D offering amounts, a different measure, and we cannot reconcile the two.

What a reader can do with this

• Holding a Portfolio, All-Cash or Essential Income DST: find your trust's name in the dataset and compare its offering amount and investor count with your own closing statement. If they differ, the form may be out of date rather than wrong.
• Holding an old trust that shows zero: ask for the closing figure; the Form D is silent.
• Considering one: ask for the private placement memorandum, the master lease terms, the exit options (cash, another 1031, or units) and every fee, since the Form D shows only the commission estimate.
• Planning around the roll into the REIT: units are less liquid than a sale; see the REIT review for its repurchase limits.

FAQ

Sources: Form D and D/A filings of 117 ExchangeRight DSTs, the ExchangeRight Income Fund and its Operating Partnership; the Income Fund's Form 10-K for 2025 (accession 0001193125-26-075069), Form 10-Q for June 30, 2026 (0001193125-26-325370) and Form 8-K of October 7, 2026 (0001193125-26-417006), all on SEC EDGAR, read October 29, 2026. Totals, medians and groupings are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.