JWCM Vivian DST Form D: 74 Investors and $24.5 Million Sold of $46.2 Million by October 21, 2026

How we counted

We downloaded all 15 filings in the EDGAR list for CIK 2087350 (the original Form D and 14 D/A amendments, accessions 0002087350-25-000001 to 0002087350-26-000013) as raw XML and read the same fields in each: totalOfferingAmount, totalAmountSold, totalRemaining, totalNumberAlreadyInvested, the date of first sale, the sales-compensation list, the commission and use-of-proceeds estimates. One filing, not one issuer, is one row, so this is a time series rather than the one-row-per-issuer census of our DST fee analysis.

Two things about the rule matter here. Rule 503 requires an amendment “Annually, on or before the first anniversary of the filing of the notice of sales on Form D or the filing of the most recent amendment” while an offering continues, and says that no amendment is required for a change solely in “(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.” So an issuer can legally file once a year. This one filed 14 amendments between December 16, 2025 and October 21, 2026, a median 20.5 days apart (our arithmetic), which is why a series exists to be read. The amounts are cumulative as of each filing date, and a Form D is the issuer's own report; whether “sold” is a gross or net-of-fees figure is not stated in the form.

The 15 filings

Source: Form D and D/A XML, accessions in the CSV. Shares and day counts are our arithmetic; the first sale date, October 14, 2025, is the dateOfFirstSale in every filing.

The first filing came 14 days after the first sale, with a single $221,603 investor. Our fee analysis quotes the September 9, 2026 amendment ($21,701,157, 65 investors); two later amendments are in the table.

The pace between filings

Source: differences between consecutive Form D/A filings; all columns are our arithmetic. The dates are filing dates, not sale dates, and a filing can lag the sales it reports.

Averaged over 127 days the rate is about the same as over the first 245 (our arithmetic), but the filings show uneven bursts: a $4.34 million step from April 27 to June 16 alone, and 29 days in August and September that added three investors. The average sold per investor was $331,376 at October 21, 2026 (our arithmetic: $24,519,802 over 74), an average that says nothing about any one ticket since the minimum is $25,000.

An earlier JWCM trust as a yardstick

The same sponsor family has one earlier DST on EDGAR, JWCM Republic Alamo Heights, DST (CIK 1993633). The name is the issuer's name on the form, not a description of what it holds; its Form D says no more about property than Vivian's does. Its first sale was October 24, 2023. It filed 20 Form Ds, and the last, on May 9, 2025, reported $32,185,345 sold to 126 investors, equal to the offering with nothing remaining.

Source: Form D and D/A filings of CIK 2087350 and CIK 1993633. Shares, ratios and averages are our arithmetic; the earlier trust's shares are of its final $32,185,345, and its load shares are of $32,185,245 (the offering in the filings before the last one).

This is a comparison of reporting, not of outcomes. Vivian's share sold at the same age is a little higher than the earlier trust's, on an offering 43% larger (our arithmetic: $46,170,900 over $32,185,245), and the earlier trust took until day 563 to report the offering fully sold. That is the only schedule this sponsor's own filings supply; it does not predict when or whether Vivian closes. A bigger offering, a different market or different property mean the two need not behave alike.

Who is selling it

Item 12 of the latest Form D lists sales-compensation recipients. We count distinct firms, not representatives: 12 broker-dealer firms, namely Westpark Capital, Emerson Equity, Great Point Capital, 1031 Securities, McDermott Investment Services, Wealthforge Securities, DAI Securities, FNEX Capital, APW Capital, Independent Financial Group, Quincy Wells Capital and Courtlandt Securities Corporation. The first filing listed one. By December 16, 2025 there were five, by June 16, 2026 twelve, with no further firm added in the four later amendments. The listed states of solicitation grew from one to 27 over the same series (our count of distinct state codes across recipients).

Source: Item 12 of each Form D/A (full series in the CSV); counts are our arithmetic. A firm listed for a state is not a statement that sales occurred there.

The exemption claimed is Rule 506(c) (item 06c), which allows general solicitation but requires, in the words of 17 CFR 230.506(c)(2)(i), that “All purchasers of securities sold in any offering under paragraph (c) of this section are accredited investors,” and that the issuer “shall take reasonable steps to verify” it. The form reports no non-accredited investors. Our 506(b) versus 506(c) census shows how the two compare across all new filings.

What the load estimate means

Item 12 states $4,739,697 for sales commissions and $0 for finders' fees. The clarification reads: “Sales Commissions include estimates of the maximum amount of Selling Commissions and Dealer Fees that may be paid.” Item 16 states $3,063,750, described as “an estimate of acquisition fees and offering and organizational expenses that may accrue to one or more Related Persons.” Items 12 and 16 together estimate 16.90% of the offering, $7,803,447 on $46,170,900. On a $500,000 exchange at the same share that is $84,506 (our arithmetic), a ceiling spread over the whole offering, not an invoice: the memorandum states what each investor pays. Compare it with the sponsors in our Ares (9.25% on the same basis), Hines and ExchangeRight pages, and note that our fees page uses this trust as its worked 2026 example, as of the September 9 amendment.

What a Form D cannot tell you

• The property, the tenant, the debt, the price or the yield. The industry group is “Other Real Estate,” revenue is “Decline to Disclose.” The memorandum is the only place those appear, and we have not read it.
• Whether “sold” is before or after fees. The offering never changed, so the form does not reveal a net closing figure of the kind we saw in Ares trusts.
• The date a sale closed. A filing reports a cumulative total on its own date.
• Performance, value or wrongdoing. Nothing here measures distributions or safety; a pace of reported sales is not a sign of either.
• Why the form says the offering will not last more than one year. Item 9 reads “false” in all 15 filings, although the first sale was on October 14, 2025 and the last amendment is 372 days later. We note it and draw no conclusion.

What a reader can do with this

• Ask for the memorandum and the dollar load for your amount, not the Form D ceiling, and ask who the property seller is, whether the sponsor or its affiliate earns an acquisition fee (Item 16 says related persons may), and what the master lease and debt terms are.
• Ask how much is still available and when the offering is expected to close. The form reports $21,651,098 remaining at October 21, 2026; a 1031 buyer has 45 days to identify and 180 days to receive replacement property under 26 U.S.C. 1031(a)(3), so availability on your dates is a real question. See our year-end 1031 timeline.
• Understand the structure. The IRS holds in Revenue Ruling 2004-86 that a taxpayer may exchange real property for an interest in a qualifying Delaware statutory trust without recognition of gain or loss if the other requirements of section 1031 are met, for a trust of the kind the ruling describes; whether this trust fits is for your tax adviser. Our DST guide and 721 exit guide cover the mechanics.
• Verify the selling firm and representative on FINRA BrokerCheck. The form names 12 firms.

FAQ

Sources, read and saved on November 5, 2026: Form D and D/A XML of JWCM Vivian, DST (SEC CIK 0002087350), accessions 0002087350-25-000001 to 0002087350-26-000013, and its EDGAR filing list; Form D and D/A XML of JWCM Republic Alamo Heights, DST (CIK 0001993633), 20 filings, 0001993633-23-000001 to 0001993633-25-000005; 17 CFR 230.503 and 230.506 (text via Cornell LII); 26 U.S.C. 1031; Revenue Ruling 2004-86. Shares, differences, averages and day counts are our arithmetic. Form D figures are the issuer's own reports on the filing dates. This is analysis of public documents, not investment, legal or tax advice.