Fundrise eREIT Merger, April 29, 2026: Seven Funds Exchanged at Ratios of 0.812 to 1.495, NAV $9.87

What happened, in order

The merger was between affiliates under one manager, Fundrise Advisors, LLC, and the filings say shareholders had no vote and no appraisal rights: the information statement says “YOUR APPROVAL OF THE MERGERS IS NOT REQUIRED.” It also says no fairness opinion was obtained. The seven merged funds were Regulation A funds; the surviving company, formed on October 16, 2025, reports on Forms 10-Q and 8-K. That is why the numbers below can be read from SEC filings.

The seven ratios, estimate against final

The 8-K says each ratio is the merging fund's NAV per share at the valuation time divided by the eREIT's NAV per share. The form of merger agreement attached to the prospectus fixes that denominator at $10.00 (section 1.3), and the prospectus calls the $10.00 “a legal pricing convention used to determine exchange ratios and the number of shares issued.” Multiplying a ratio by $10.00 therefore gives the old fund's NAV per share (our arithmetic).

The 8-K also says “The total value of Fundrise eREIT shares that shareholders received in the Mergers was the same as the total value of the shares of such Fundrise Merger Entity that shareholders held immediately prior to the Effective Time.” No sales charges or redemption fees were imposed. The prospectus describes each merger as intended to be a tax-free reorganization under Section 368(a) of the Code, adds that a legal opinion to that effect was not a closing condition and that the IRS may take a different position, and tells holders to consult a tax adviser.

What you received: shares, not dollars

Each Form 1-U filed on April 29, 2026 gives the fund's shares outstanding, which did not change between April 1 and April 29. Multiplying by the final ratio gives the eREIT shares each fund's holders received. The last column is the share the prospectus expected on April 27.

The total row's new shares, 59,413,674, are within 265 shares of the 59,413,939 shares the Q2 10-Q balance sheet shows as issued at June 30, 2026 (our arithmetic; the difference is consistent with rounding of fractional shares, which the filings do not describe).

Why the ratios fell: the three steps

Three different NAVs are in the record for each fund, and the ratio changed because the fund's NAV did.

1. December 31, 2025. The estimated ratios equal the December 2025 NAV per share divided by $10.00 (Equity REIT's was set on December 29, 2025 after its merger with the eFund): $8.66, $16.39, $10.74, $13.43, $15.70, $12.11 and $9.59, the same order as the table above (our arithmetic).
2. April 1, 2026. The quarterly NAV in the prospectus was lower than December 2025 for all seven funds.
3. April 29, 2026. The valuation of April 28 was lower again for six of them, and sharply so for Equity REIT.

The biggest drops belong to the funds that had declared cash distributions before closing. The Q2 10-Q, Note 8, says that of $32.1 million of distributions declared in the quarter, “approximately $31.9 million was declared in the second quarter of 2026 prior to the closing of the Merger April 29, 2026,” and that these “are payable solely to investors who were shareholders of record of Fundrise Equity REIT, LLC as of the applicable declaration dates, and are not payable to shareholders who joined the Company through the Merger from the other Merger Entities.” It adds that the eREIT assumed about $6.0 million of declared but unpaid distributions of other merging funds: East Coast about $4.0 million, Growth eREIT II about $1.9 million and West Coast about $50,000. Equity REIT's own April 29 notice shows its net assets falling from $229,900 thousand on April 1 to $199,336 thousand on April 29 while its share count stayed at 14,573,663. The filings do not draw the line from the distribution to the ratio; that connection is our reading, and the per-share cash figures are averages because distributions follow daily record dates.

On that reading, an Equity REIT holder's old share was worth about $13.68 in eREIT shares plus about $2.19 in a declared cash distribution, a total of about $15.87, against a $15.78 NAV on April 1 (our arithmetic). The same sum for East Coast is about $10.14 against $10.21, and for Growth eREIT II about $13.24 against $13.38. The $38.1 million payable at June 30 is the cash side of this.

Worked example: 1,000 old shares (our arithmetic)

The first value column uses the $10.00 convention at the merger; the second uses the $9.87 NAV that took effect on July 1, 2026. Neither includes the monthly distribution.

At the daily rate of $0.0000684930 a share, one year pays $0.025 a share, or $25 on 1,000 shares (our arithmetic).

The merged fund since April 29

Exit rules before and after

The prospectus puts the resubmission rule this way: “the redemption requests not fully honored will be terminated, and will need to be resubmitted if they are to be considered in any future date on which redemptions are being honored.” The Q2 10-Q says the 4,856,000 shares “remain outstanding as of June 30, 2026” and “were not honored,” without saying whether they carry over, so the plan text is the place to check. Our Fundrise review tracks the same queue against NAV (about $47.9 million, 8.2% of NAV at $9.87, our arithmetic).

What the filings leave open

• Whether the $38.1 million has been paid. The Q1 10-Q says the Equity REIT distribution “will be paid following the consummation of the 2026 Merger on a date to be determined by the Manager; however, such payment will be made no later than December 31, 2026.” The Q2 10-Q says all distributions payable at June 30 “will be paid within twelve months.” We found no payment notice among filings through November 2, 2026. The Q2 10-Q lists unrestricted cash, repayments of loans from affiliated funds and, if necessary, asset sales as sources, and says those depend on “management plans and the actions of third parties.”
• The September 30 NAV and quarter's redemptions. The October 1 and November 1 8-Ks assume $9.87 and carry no new NAV or redemption result. The Form 10-Q for the quarter ended September 30, 2026 should have both; on a 45-day deadline that falls on Saturday, November 14, so Monday, November 16, 2026 (our arithmetic).
• Why the manager chose a $10.00 reference. The prospectus calls it a pricing convention and says any gap between the stated value of shares issued and Equity REIT's net assets is carried in equity, with no remeasurement of assets. The filings do not give an independent check on the old funds' April 28 NAVs, and the prospectus says no fairness opinion was obtained.
• An earlier plan. The prospectus mentions about $2.9 million spent on “a merger structure that was not consummated” without naming it. EDGAR shows Fundrise Real Estate Interval Fund II, LLC (CIK 2053084) filed merger registration forms (N-14) through October 9, 2025 and nothing since; whether that is the structure the prospectus means is not stated.

Fundrise eREITs that did not merge

Seven funds merged; others did not. Fundrise Growth eREIT VII (CIK 1804011) and Fundrise Balanced eREIT II (CIK 1803986) each filed a Form 1-U on November 2, 2026 declaring the same $0.0000684930 a day, at assumed purchase prices of $8.26 and $9.27 (about 0.30% and 0.27% a year). They are separate Regulation A funds with their own NAVs. The Flagship and Income funds are registered interval funds and were not part of this merger either; the Flagship review sets the Flagship fund against the eREIT line by line, and the September repurchase analysis covers its exit offer.

What a reader can do with this

• If you held one of the seven funds: find the fund's name on your statement and read its row above. The eREIT shares you were issued should equal your old shares times the ratio, so a mismatch is a question for Fundrise support. The cash distribution owed to Equity REIT, East Coast and Growth eREIT II holders is separate from the shares.
• If you compare a fund's old NAV history with your account value: the NAV table in the data file gives ten quarter-end NAVs per fund from December 30, 2023 to April 1, 2026, so you can see which part of the move was the merger and which was before it.
• If you want to leave: the plan limits and the 99.0% price for holdings under five years are in the table above, and the queue at June 30 was larger than a quarter's base limit. How other Fundrise products and platforms handle exits is compared in real estate crowdfunding liquidity in 2026 and the Fundrise portfolio comparison.
• Next filings to read: the Form 10-Q for September 30, 2026 (due about November 16), any 8-K on payment of the pre-merger distributions, and the December 1 distribution 8-K.

FAQ

All figures are from SEC EDGAR filings read on November 2, 2026: the Form 8-K of May 4, 2026 (accession 0001104659-26-054975); the Form 424B3 of April 27, 2026 (0001104659-26-049386) and the Forms S-4 and S-4/A of February 5, March 24 and April 14, 2026; the seven Forms 1-U of April 29, 2026 of the merged funds; the Forms 10-Q for March 31 and June 30, 2026 (0002093809-26-000009 and 0002093809-26-000028); the Forms 8-K of June 1, July 1, August 1, September 1, October 1 and November 1, 2026; the Forms 1-U of Fundrise Growth eREIT VII and Fundrise Balanced eREIT II of November 2, 2026; and the EDGAR filing lists for the funds. “Our arithmetic” marks sums, ratios and per-share averages that are not in a filing. This is analysis of public documents, not investment, legal or tax advice.