RREEF Property Trust Liquidation: $10.10-$12.50 Against NAV

The dates, in order

The company's first announcement said the vote would come “in early 2027”; the proxy fixes it. For the full history of how RREEF got here, including the fifth public offering of up to $1.95 billion that the board approved moving forward with on May 13, 2026, while JLLS was already contacting buyers, see our RREEF Property Trust review and the page on its redemption plan.

The estimate against each class's NAV

The proxy gives one range for all classes and says each class's distributions “will be based on each class of Common Shares' NAV per share in accordance with the Company's Charter.” If the proceeds fall short of the NAVs, the charter spreads the shortfall across classes in proportion. We have set the range against each class's NAV; the proxy does not do this itself. NAVs are from the October 20, 2026 table in the proxy and the August 31, 2026 supplement (Supplement No. 12, Form 424B3).

Source: preliminary proxy statement (accession 0001542447-26-000115) and Form 424B3 of September 1, 2026 (0001542447-26-000106). The last three columns and the change column are our arithmetic. There were no Class S shares outstanding.

All eight classes together hold 15,059,744 shares and an aggregate NAV of about $194.7 million (our arithmetic). The range times that share count is $152.1 million to $188.2 million, which is $6.5 million to $42.6 million below aggregate NAV. The proxy cautions that the share count may change before each distribution.

Worked example (our arithmetic). $100,000 in Class I at $12.96 is 7,716 shares. At $10.10 a share that returns $77,932; at $12.50 it returns $96,451. The midpoint of the range, $11.30, returns about $87,200. None of these includes the monthly distributions paid before the vote, or the proceeds of any sale above the estimate. The proxy says the actual amount “may be more or less than our NAV as previously published”, so it can exceed the range as well as miss it, but it does not say how likely either is, and it states that the range “does not take into account interest rate, market or other changes” since September 15, 2026.

The proxy does not say whether the monthly distributions still being paid before the vote count toward the range. It says only that the range comes from net sale proceeds and cash on hand and that, if the plan is approved, the company does not intend to declare or pay regular monthly distributions.

How the range was built, and what is not behind it

The estimate is the company's, made “in consultation with” its financial advisor, Jones Lang LaSalle Securities, LLC (JLLS). The proxy attaches a JLLS opinion, and the wording matters. JLLS says the range “is reasonable from a financial point of view.” That is not an opinion that the plan is fair, nor a comparison with alternatives: the proxy says the opinion is limited to the range and does not address “the Company's underlying business decision to effect the Plan of Liquidation.”

JLLS's only analysis in the summary is a direct capitalization analysis: it capitalized next-twelve-month net operating income as of June 30, 2026, subtracted debt and liquidation expenses, added cash flow and cash, and divided by the fully diluted share count. The result was $9.55 to $12.60 a share, or $143.8 million to $189.8 million in total. The company's $10.10 to $12.50 sits inside that band. JLLS was paid $375,000 for the opinion, none of it contingent. It also disclosed about $15.8 million of fees from the company, the advisor and their affiliated funds and accounts over the previous two years, and that one RREEF director also sits on the board of JLLS's parent company; the proxy says that director recused herself from the vote to hire JLLS.

The market test came back empty. From February through July 2026 JLLS contacted 64 parties about a transaction; 18 took an initial diligence call and six received data room materials. The proxy then records that on August 12, 2026 JLLS told the board “none of the parties contacted by JLLS and who had conducted initial due diligence had indicated a desire to proceed with a transaction at a premium to the Company's net asset value.” The board also cited the business and legal risks of a merger with another REIT. It then asked for brokers' opinions of value on each property, and on September 11, 2026 asked JLLS to test a range of $10.10 to $12.50.

What the proxy lists as inputs: gross sale prices based on cash flow projections, indications of interest from buyers and management's estimates; repayment of debt “including any estimated prepayment penalties”; transaction costs; operating costs including the advisor's fees; capital expenditures; REIT compliance costs; reserves for liabilities; and operating cash flow until sale. It adds that the amounts assume sales are completed within 24 months.

What is not there: “we have not commenced marketing and sale activities with respect to any of the Company Assets,” and “none of the Company Assets are subject to a binding sale agreement.” Every price in the range is an estimate of a sale that has not happened.

What is being sold, and the debt in front of you

The proxy says the company owns seven properties with 1,377,387 rentable square feet. It does not list them. The June 30, 2026 10-Q does, and shows eight; Terra Nova Plaza was sold on August 7, 2026 for $30.4 million before closing costs, and the proceeds reduced the credit line. Subtracting it from the 10-Q's 1,473,501 square feet gives the proxy's 1,377,387 (our arithmetic).

Source: Form 10-Q for June 30, 2026 (accession 0001542447-26-000098). Mortgage balances are in thousands in the filing. Leased percentages are as of June 30.

At June 30, 2026 the company owed $75.25 million on its Wells Fargo line of credit (weighted average rate 5.84%, maturing April 1, 2028) and $172.6 million on five mortgages: $247.9 million of principal in all, before the Terra Nova proceeds went to the line. Aggregate NAV on October 20 was about $194.7 million (our arithmetic). Even if all $30.4 million of Terra Nova proceeds went to debt, about $217 million would remain (our arithmetic), more than the equity stockholders are voting on.

Two terms in the 10-Q bear on a liquidation:

• A sale lock. Until Loudoun Gateway is released from the credit line, the company “is not allowed to sell or transfer” five of the seven properties: Commerce Corner, The Glenn, Seattle East Industrial, Providence Square and The Flats at Carrs Hill. Commerce Corner cannot be released until the line is repaid in full and its commitments end. The restriction ends at what the 10-Q calls the Loudoun Release: when Loudoun Gateway leaves the credit line or its borrowing-base value reaches zero, which the 10-Q schedules for August 1, 2027.
• A contract the proxy does not mention. The 10-Q says a subsidiary “has entered into a contract to sell the Loudoun Gateway property to a third party,” that completion “remains uncertain” because the buyer needs a zoning exception to convert it to data center use, and that closing would likely be late 2026 or early 2027. The proxy, two and a half months later, says no asset is under a binding sale agreement and never names Loudoun Gateway. We cannot tell from the filings whether the contract ended, was not binding, or was simply left out of the proxy. The definitive proxy or the Q3 10-Q should say.

The vote: why not voting counts against

RREEF has 13,619,115 voting shares outstanding on the record date: classes A, D, I, M-I, N, T and T2 vote; Class Z is non-voting, and there are no Class S shares. The Liquidation Proposal needs “a majority of all votes entitled to vote on the matter,” not a majority of the votes cast. Half of 13,619,115 is 6,809,557.5, so at least 6,809,558 shares must vote FOR (our arithmetic). The quorum is the same figure, 6,809,558.

Who decides. Class I has 7,831,979 shares, 57.5% of the voting shares, and Class A another 21.4% (our arithmetic). The only 5% holder the proxy lists is the Lozier Foundation, with 1,236,119 Class D shares or 9.08% of the common stock; the five directors and officers together hold under 1%. The company has hired Georgeson as proxy solicitor for about $35,000 plus expenses (toll-free (855) 632-4374 in the proxy).

The proposal to adjourn the meeting needs only a majority of the votes cast, so the company can keep a meeting open to gather votes, even if it cannot get the Liquidation Proposal over the line on January 20.

When the money comes, and what happens if it does not pass

If approved, the company will “seek to effectuate the sale of our remaining assets as soon as practicable,” aiming for 24 months. After that it may move whatever is left into a liquidating trust. It plans no new investments and no regular monthly distributions, only liquidating distributions when the board decides; the proxy says it cannot say “when, or whether” it can make them. Sales do not need another stockholder vote. The board can amend or end the plan without a vote until the articles of dissolution are filed. If it sets aside reserves for unknown claims, the final payout “may not occur for two or more years” after approval. The plan authorizes a Form 15 to end SEC registration immediately before a trust transfer or at another time the board chooses, which would end the company's public filings.

If the vote fails, the proxy says the company will not wind up on this plan, may reconsider alternatives, has no plan to buy assets, and states “we do not intend to lift the suspension of our share redemption plan.” It will keep making monthly expense reimbursement payments to the advisor and may stay a REIT. Distributions would then generally be taxed first as dividends to the extent of earnings and profits rather than as liquidating distributions. A failed vote does not reopen the redemption window.

The tax summary in the proxy

The proxy has a section on federal income tax; the company says it is “not tax advice.” These are its points for U.S. holders:

What it does not say. The proxy never uses the word IRA, never describes a reporting form, and does not say how a custodian will treat a trust interest. If your shares are in a self-directed IRA, the questions that follow are for the custodian: whether it will vote the shares, whether it can hold a trust interest at all, and how a cash distribution is credited. Our pages on UBTI and UDFI inside an IRA and on required minimum distributions when an IRA holds an illiquid REIT cover the general rules, not this trust. For taxable accounts, Form 8949 and Schedule D for REIT and BDC sales shows where gain and loss are reported.

The advisor's interest

RREEF America L.L.C. is the advisor, and the proxy discloses its interests. Under an expense support agreement it paid operating expenses on the company's behalf, and the company agreed to repay once cumulative offering proceeds reached $500 million, which happened in July 2026. Repayments began in August 2026 at $250,595 a month for the first 12 months and $197,970 a month for the second 12. The 10-Q put the balance at $5.383 million at June 30; the proxy puts it at about $4.63 million now. If RREEF America is still the advisor when stockholders approve a liquidation, “we will no longer be required to repay any Expense Payments that remain unpaid.” At 15,059,744 shares, $4.63 million is about $0.31 a share (our arithmetic), which stockholders would not pay.

The proxy also records that on July 30, 2026 the advisor proposed delaying repayments and removing the termination on approval of a liquidation, and the board declined to amend the agreement. The advisory agreement ends when the articles of dissolution are filed with no termination fee. Advisory fees are based on NAV, so they shrink as assets are sold. Directors and officers share in liquidating distributions on the same basis as everyone else.

Where this leaves our other RREEF pages

Pages we published before the proxy are not wrong about what was on file then, but several now need this page beside them. Our RREEF Property Trust review says no estimate of liquidation proceeds had been disclosed and that its latest NAV was the August 31 figure of $13.31 for Class I; the proxy discloses both a range and an October 20 NAV of $12.96. Our NAV REIT ranking and redemption status table carry the same August NAV. Until they carry the October 20 figures, treat this page's numbers as the later ones. For a comparison with another wind-down, see USQ Core Real Estate Fund and Aimco, where the estimate and the payouts can both be tracked.

What a reader can do with this

This page is analysis of public documents, not investment, legal or tax advice. Whether to vote for or against is yours; we do not recommend either way. What the filings let you check:

• Find your class and your own number. Your statement shows the class and the NAV your account uses. Compare it with the table above, then with the proxy's range, and write down the dollar gap for your position.
• Decide how you will vote before the deadline, because silence counts as a no. Registered holders vote by internet, telephone or mail; street-name holders must instruct their broker, which will not vote for them. A vote can be changed until 8:00 a.m. Pacific on January 20, 2027.
• Find your basis by block. The tax result is calculated block by block, so you need the purchase price of each one and every return-of-capital distribution since. Your broker or the transfer agent should be able to provide it.
• Treat $10.10 to $12.50 as an estimate made before any sale. Read the definitive proxy when it is filed, the Q3 10-Q and any 8-K that reports a sale contract. Compare each sale price with the company's assumptions.
• If the shares are in an IRA, ask the custodian now about voting and about a liquidating trust, before the trust stage, which is when the proxy flags unrelated business income.
• Do not plan around a date. The proxy says 24 months for sales and two or more years for a final payout if reserves are held.

For what an adviser costs on a position like this, see what a financial advisor costs for real estate investing. For how a non-traded REIT differs from a listed one at exit, see non-traded vs publicly traded REITs.

FAQ

All figures are from SEC filings read on EDGAR on October 29, 2026. RREEF Property Trust, Inc. (CIK 1542447): preliminary proxy statement on Schedule 14A (PREM14A) filed October 28, 2026 (accession 0001542447-26-000115); Form 10-Q for the quarter ended June 30, 2026, filed August 13, 2026 (0001542447-26-000098); Forms 8-K of September 1, 2026 (0001542447-26-000108), September 18, 2026 (0001542447-26-000110) and October 1, 2026 (0001542447-26-000112); Form 424B3 Supplement No. 12 of September 1, 2026 (0001542447-26-000106). The proxy is preliminary and subject to completion; the definitive version may differ. Percentages and totals marked as our arithmetic are our own calculations from those filings. This is analysis of public documents, not investment, legal or tax advice.