Private REITs on SEC Form D: 717 Filers Since 2025, but Only 110 Raise Real Money

Private REIT vs public REIT: four kinds of REIT, four levels of disclosure

A REIT is a company that owns or finances real estate and avoids corporate income tax by paying out most of its income. How it raises money decides what you can read about it:

Source: SEC Form D data sets and EDGAR filing histories (data.sec.gov submissions); classification is our arithmetic. Listed REITs and registered non-traded REITs file Form D only for side placements.

The phrase "private REIT" covers the last two columns. The ones sold through wirehouses and RIAs, such as Blue Owl's net lease trust, the two Fortress vehicles and Morgan Stanley's North Haven Net REIT, sit in the third: no public offering, but they register their shares under the Exchange Act and file 10-Ks and 10-Qs. The fourth column is the true private market, where the Form D is the only public document. Our comparison of non-traded and listed REITs covers the middle column.

How we counted: 717 REIT-type issuers on Form D

The SEC publishes every Form D as quarterly Form D data sets. We read the six files covering filings from January 1, 2025 to June 30, 2026 and kept every primary issuer that is "REIT-type" by one of two plain rules: its name contains REIT, REITs or Real Estate Investment Trust (any industry group; names containing "NON-REIT" excluded), or its Form D industry group is "REITS and Finance" and its name contains "Trust" (Trust Company, bank and trust-fund names excluded). That gives 849 filings by 717 issuers: 655 by the name rule and 62 more by the second rule. For each issuer we use its latest filing in the window. We then checked each issuer's EDGAR filing history: an exchange ticker makes it listed, an S-11 or 424B3 makes it a registered non-traded REIT, and any 10-K makes it a reporting private REIT.

Source: SEC Form D data sets 2025q1 to 2026q2 and EDGAR submissions; groups are our arithmetic.

Two things to keep in mind. "Total amount sold" on a Form D is cumulative since the offering's first sale, which can be years before 2025 (Prologis's logistics REIT reports a first sale in 2004), so the totals here are not money raised in 2025-2026. And sums across issuers count each issuer's own number once; five feeders of one fund reporting the same $1.1 billion are the main reason we also show a total with parallel feeders counted once.

82% are not fundraising: the 100-shareholder placements

A REIT must be a company “the beneficial ownership of which is held by 100 or more persons,” and that condition “must exist during at least 335 days of a taxable year of 12 months.” The rule is waived only for the first year: “Paragraphs (5) and (6) of subsection (a) shall not apply to the 1st taxable year for which an election is made.” A REIT owned by one fund, one pension plan or one joint venture therefore needs about a hundred extra holders. The Form D data shows how the industry does it:

Source: SEC Form D data sets (OFFERING and RECIPIENTS tables); counts and shares are our arithmetic.

These issuers are subsidiaries: names like Prologis USAF Sub REIT 1 LLC, BXINFRA Poseidon REIT L.L.C. or LSREF7 Larimer REIT, Inc. The security is usually a class of preferred stock or units, in some filings described as “12.0% Series A Cumulative Non-Voting Preferred REIT Units”. Two service providers appear on 521 of the 589 (our arithmetic). The token placements together report $72.4 million sold, against billions for the real raisers below.

The timing follows the tax year. New token filings cluster at the start of each year:

Source: SEC Form D data sets, original filings (not amendments) by quarter; our arithmetic.

For a reader searching for a "private REIT list", this is the trap: most of the REIT names on EDGAR are not investments anyone can buy. If someone offers you shares of a "REIT LLC" with a $125,000 offering and a $1,000 minimum, it is almost certainly one of these accommodation placements, not a fund.

The 110 private REITs that raise real money

Take out the token placements, the listed REITs and the registered non-traded REITs, and 110 private REITs remain: 15 that file 10-Ks and 95 that file only Form D.

• Exemption: 81 rely on Rule 506(b) and 28 on Rule 506(c) (one claims only an Investment Company Act exclusion). Under 506(c), “All purchasers of securities sold in any offering under paragraph (c) of this section are accredited investors,” and the issuer “shall take reasonable steps to verify” it. Under 506(b), besides accredited investors the issuer may sell to no more than “35 purchasers of securities from the issuer in offerings under this section in any 90-calendar-day period.” None of the 15 reporting REITs advertises under 506(c).
• Minimum: 46 state a minimum above zero, median $50,000; 17 ask $100,000 or more (Pembrook Community Investors I asks $1,000,000). The big wealth-channel REITs state no minimum on the form; their minimums are in the offering documents.
• Offering size: 61 of the 110 state the offering amount as "Indefinite" (our arithmetic), the norm for open-ended NAV REITs that sell every month.
• Not started: 20 report that their first sale had yet to occur on the latest filing.

The biggest private REIT raisers on Form D

Source: each issuer's latest Form D or D/A filed January 2025 to June 2026 (accession numbers in the dataset). Amounts are cumulative since the first sale. The five MREI VI feeders each report the same $1.1 billion offering and amount sold; investors are summed (our arithmetic).

Blue Owl Real Estate Net Lease Trust alone is 47.0% of the dollars and 51.6% of the investors reported by the 15 reporting private REITs (our arithmetic), and its filing adds: “Total Amount Sold includes General Partner's commitment.” The Form-D-only list is a different world: Prologis's 22-year-old logistics REIT has 301 investors at about $6.3 million each (our arithmetic), the kind of institutional fund a private bank client meets through a feeder, not directly.

Private REITs that file 10-Ks: 15 vehicles, $13.4 billion

Source: latest Form D or D/A of each issuer, January 2025 to June 2026; all 15 rely on Rule 506(b). VineBrook's filing covers shares granted under its long-term incentive plan. Totals are our arithmetic.

These are the private REITs a wealth-management client is most likely to be offered. Because they file 10-Qs, you can follow their NAV, leverage and repurchases the way we do for registered vehicles; see our reviews of Fortress Net Lease REIT and North Haven Net REIT, and the redemption status of NAV REITs.

Form-D-only private REITs with 100 or more investors

Of the 95 Form-D-only private REITs, 30 report sales and 100 or more investors: $6.52 billion sold to 13,918 investors, a median $118.6 million and 318 investors each, and $468,140 per investor on average (our arithmetic). Eleven of the 30 advertise under Rule 506(c).

Source: latest Form D or D/A of each issuer, January 2025 to June 2026 (accession numbers in the dataset). Amounts are cumulative since the first sale; the investor count is the number who "already have invested" as of that filing.

Goldman Sachs Real Estate Income Trust is the clearest example of a big-brand NAV REIT that never registered: 1,125 investors and $284.5 million on a Form D, with no 10-K behind it.

Registered non-traded REITs that also sell privately

Fourteen REITs with S-11 public offerings also filed Form Ds. The largest private tranches: Invesco Real Estate Income Trust, $612.5 million from 18 investors; Blackstone Real Estate Income Trust (BREIT), $367.5 million from 2,080 investors under Rule 506(c), first sale September 2, 2025; Ares Industrial REIT, $231.0 million from 1,620 investors; J.P. Morgan Real Estate Income Trust, $92.8 million from 336 investors with a $25,000 minimum; and JLL Income Property Trust, $98.2 million from one investor with a $10,000,000 minimum. If you hold one of these REITs, the share class bought privately can carry different fees from the public classes; the private offering memorandum, not the prospectus, sets them.

Sales commissions: what Item 15 shows and what it hides

39 of the 110 private REITs report sales commissions above zero. The clarifications are more useful than the dollar figures:

Source: Item 15 and its clarification in each Form D (accession numbers in the dataset).

Covenant Housing REIT spells out a stack: “Investors will pay upfront selling commissions of 5% + placement fee of 1% + wholesaling fee of 1% + due diligence allowance of 1% + dealer manager fee of 1% of the transaction price to the Dealer Manager.” Goldman Sachs Real Estate Income Trust's figure “Does not reflect ongoing distribution fees of up to 0.85% of net asset value per annum.” And six wealth-channel REITs, Blue Owl Real Estate Net Lease Trust, Fortress Net Lease REIT, Fortress Credit Realty Income Trust, North Haven Net REIT, Starwood Credit Real Estate Income Trust and BlackRock Monticello Debt REIT, together $10.99 billion sold to 48,347 investors, report $0 with the same explanation: “Any commissions are paid from a potential investor directly to such financial intermediaries in amounts that are in the discretion of the financial intermediaries” (Blue Owl's wording). A $0 on the form means the issuer does not pay; it does not mean you do not.

What a buyer cannot see in a Form-D-only REIT

• No 10-K, no 10-Q, no audited statements in EDGAR. The 95 Form-D-only REITs filed none of them.
• No NAV and no asset value. Form D asks only for ranges, and only 3 of the 95 give even a revenue range; the 18 that answered the asset-value question chose "Decline to Disclose" and 77 left it blank (our arithmetic).
• No redemption terms or history. A Form D has no field for them. For vehicles that do file, compare the evergreen funds' repurchase records and the non-traded BDC list.
• No ongoing fees. Item 15 covers only sales commissions and finders' fees; management fees, performance fees and distribution fees are in the private memorandum.
• A stale snapshot. Amount sold and investor counts are as of the filing date and cumulative since the first sale. Rule 503 requires an amendment “Annually, on or before the first anniversary” while the offering continues, and no extra amendment just for a change in “The amount of securities sold in the offering.”

Verdict: what the Form D data says about private REITs

The "private REIT" market on EDGAR is much smaller than the filing count suggests. Four in five REIT-type Form D filers are $125,000 tax-compliance placements, and of the 110 that raise real money, a handful of wealth-channel NAV REITs that also file 10-Ks hold most of the investors. Those are the private REITs you can actually diligence. The 95 Form-D-only REITs range from serious institutional funds to new sponsors with no sales yet; for them the Form D is the whole public record, and it shows the size of the raise, the minimum and the selling commission, but not what the REIT owns, what it is worth or how you get out.

What a holder or buyer can do with this

• Find the Form D. Search the REIT's exact legal name in EDGAR company search. Check the exemption (506(c) means verified accredited only), the minimum, the date of first sale, the investor count and Items 15 and 16.
• Check whether it files 10-Ks. If it does, read the latest 10-Q for NAV per share, leverage and repurchases. If it does not, ask the sponsor for audited financials, the last 12 monthly NAVs and the repurchase history in writing.
• Ask what you pay, not what the issuer pays. A $0 on Item 15 can sit next to a 3.5% upfront charge and an annual distribution fee paid through your account.
• Know the exit. Private REITs have no exchange; liquidity is whatever the repurchase plan allows, usually capped and suspendable. Raising money privately is a different market from real estate syndications and opportunity zone funds, which we track separately.

FAQ

Sources: U.S. SEC Form D data sets, quarterly files 2025q1 to 2026q2 (FORMDSUBMISSION, ISSUERS, OFFERING and RECIPIENTS tables); the individual Form D and Form D/A filings cited, as rendered by EDGAR; EDGAR submissions data (data.sec.gov) for each issuer's filing history; 26 U.S.C. 856 and 17 CFR 230.503 and 230.506 as published by the Legal Information Institute; retrieved October 5-6, 2026. Groups, counts, sums, medians and percentages are our arithmetic; the population rule is stated above. This is analysis of public documents, not investment, legal or tax advice.