Sealy Industrial Partners IV 10-Q: $9.9M Units Redeemed and $6.4M Net Loss in 9 Months to Sep 30, 2026
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Quick Answer
Sealy Industrial Partners IV, LP (SEC CIK 1929017), a Georgia partnership that owns industrial buildings and sells its Units only to accredited investors, filed its 10-Q for the quarter ended September 30, 2026 on November 4, 2026. It shows $9,862 thousand of Units redeemed in the nine months (109,275 Units, against $654 thousand and 7,246 Units a year earlier), a net loss of $6,399 thousand (against $1,578 thousand), total assets of $465,723 thousand (against $490,605 thousand at December 31, 2025) and a revolver balance of $41,500 thousand (against $79,500 thousand). It owned 21 industrial properties of about 5.1 million square feet in eight states, 93.4% occupied, with 4,194,199 Limited Partner Units at September 30, 2026. The assets did not shrink because of redemptions: the 10-Q shows a $33,358 thousand “return of investment from DST” after the partnership moved a property into a Delaware statutory trust and sold the interests. Redemptions are paid at a fixed price, $90.25 per Unit in each 2026 quarter, not at a published net asset value. As of November 4, 2026 this is the latest filing for this issuer.
Key Takeaways
- Redemptions in 2026 so far: $1,234 thousand in the first quarter (13,676 Units), $5,026 thousand in the second (55,687 Units) and $3,602 thousand in the third (39,912 Units), $9,862 thousand and 109,275 Units in all. Each was paid in the last month of its quarter at an average $90.25 per Unit. The 10-Q says requests are met only “as our distributable cash permits”, at the general partner’s “sole discretion”, and capped at 5% of Units and OP Units a year.
- Against the 5% annual cap, 109,275 Units is about 55.8% of the roughly 195,719 Units it allows for 2026 (our arithmetic: 5% of 3,914,386 Units and OP Units at January 1, 2026). The second quarter’s 55,687 Units was above the 1.25% quarterly limit (48,930 Units) that the general partner “may” apply; the 10-Q describes that limit as discretionary.
- Net loss for the nine months was $6,399 thousand ($1.56 per Unit), up from $1,578 thousand. Interest expense rose from $4,114 thousand to $7,175 thousand and depreciation and amortization from $13,147 thousand to $16,689 thousand, after five buildings bought in 2025 for about $140.3 million. Same-store revenue fell 10% in the third quarter ($6,354 thousand against $7,026 thousand) because of two vacancies.
- Total assets fell $24,882 thousand (5%) and liabilities $30,494 thousand (15%), mainly because a $33.4 million Indiana building bought in December 2025 was placed in a DST and its interests sold; the $33,358 thousand returned went to repay the revolver, which fell from $79,500 thousand to $41,500 thousand. Total debt principal is $153,652 thousand (our arithmetic), against $184,720 thousand at December 31, 2025.
- Distributions of $12,080 thousand (cash $6,836 thousand plus $5,244 thousand reinvested) were 98% covered by $11,846 thousand of operating cash flow, per the filing, at $4.05 per Unit a year. Operating cash flow was flat from 2025 ($11,842 thousand) while distributions grew.
- No net asset value per Unit is published. The 10-K says the general partner expects the first formal valuation of the assets one year after the Private Offering ends. The only per-Unit figure a holder can see is the $90.25 redemption price; GAAP capital of the Limited Partners is $69.06 per Unit (our arithmetic), and the 10-K says an estimated NAV per Unit “will not be based on the book values” of the real estate as determined by GAAP.
CSV · 231 rows
Sealy Industrial Partners IV, LP: balance sheet, net loss, redemptions, debt, portfolio and affiliate fees, 2024 to September 30, 2026
231 rows from the 10-K for 2025, six 10-Qs and the January 2026 credit-agreement 8-K: seven balance sheets, quarterly net loss, redemptions by quarter, the redemption policy, debt, occupancy and lease term, the DST program and affiliate fees. One SEC accession number per row.
What this vehicle is, and what it is not
Sealy Industrial Partners IV, LP is not a public non-traded REIT. Its 10-Q says it began a “Private Offering” of Class A, Class I and Class R Units in April 2022 for up to $750 million, expandable to $1 billion, and that the Units were issued “pursuant to Rule 506(b) of Regulation D” to accredited investors and non-U.S. persons. It files 10-Qs and a 10-K because it registered the Units under Section 12(g) of the Exchange Act: the 10-K says the Units were held of record by 2,000 or more accredited investors and total assets exceeded $10 million at December 31, 2024. The Form 10 was filed in April 2025 and became effective on June 20, 2025, which is why its numbers are public. The Units do not trade. The partnership holds its buildings through Sealy Industrial Partners IV REIT, LLC and an operating partnership; Sealy & Company, LLC is the sole member of the general partner and the sponsor.
Holders own Units of a partnership, which is generally reported on a Schedule K-1 (see our K-1 guide for real estate funds; the filings do not discuss tax reporting), and the redemption rules sit in the partnership agreement, not in a public prospectus. For how this kind of private placement differs from a registered fund, see our page on reading a private placement memorandum and the Form D census of private REITs.
Seven balance sheets in one table
The September 30, 2026 10-Q is the third consecutive quarter in which assets declined; the peak was December 31, 2025. All amounts are from the balance sheet of each report, in thousands of dollars.
| Date | Total assets | Total liabilities | Revolver outstanding | LP Units outstanding | Report |
|---|---|---|---|---|---|
| Dec 31, 2024 | $326,168 | $47,708 | $34,500 | 3,529,829 | 10-K for 2025 (0001929017-26-000008) |
| Jun 30, 2025 | $419,146 | $110,223 | $91,500 | 4,000,241 | 10-Q (0000950170-25-103157) |
| Sep 30, 2025 | $455,113 | $137,264 | $13,000 | 4,171,102 | 10-Q (0001929017-25-000032) |
| Dec 31, 2025 | $490,605 | $204,266 | $79,500 | 3,887,128 | 10-K (0001929017-26-000008) |
| Mar 31, 2026 | $484,961 | $192,665 | $69,000 | 4,036,671 | 10-Q (0001929017-26-000011) |
| Jun 30, 2026 | $470,256 | $180,801 | $52,000 | 4,085,644 | 10-Q (0001929017-26-000015) |
| Sep 30, 2026 | $465,723 | $173,772 | $41,500 | 4,194,199 | 10-Q (0001929017-26-000018) |
The revolver at September 30, 2025 was low because a $105.2 million fixed-rate Thrivent term loan, taken on September 11, 2025, had just repaid $76.5 million of it. The Units outstanding fell from 4,171,102 to 3,887,128 between September 30 and December 31, 2025 because of a large repurchase in November 2025, described below.
What the redemption rules say
| Term | What the 10-Q or 10-K says |
|---|---|
| Who can ask | Limited Partners who have held Units at least one year may request redemption annually; the one-year period is waived on request for death or disability (10-K). |
| Timing | Requests are accommodated quarterly “as our distributable cash permits”; a written request must reach the general partner at least 30 days before the quarter starts, unless waived (10-K). |
| Annual cap | The partnership is not required to redeem more than 5% of Units and OP Units outstanding at the start of the calendar year, or more than 25% of the Units held by any requesting holder. |
| Quarterly limit | To stay within 5%, the general partner “may” limit a quarter to 1.25% of Units and OP Units outstanding at the start of the year. |
| If cash is short | Requests are met pro rata among requesting holders and carried to later quarters as cash becomes available (10-K). |
| Price | During the Private Offering, the then-current gross offering price per Unit less Direct Selling Costs for the class; 95% of that for Units held at least one year but less than two years. |
| Excess over capital plus 6% | If the payment exceeds the holder’s unreturned capital plus a 6% cumulative preferred return, 80% of the excess goes to the holder and 20% to SIP IV Investor as its subordinated participation interest. |
| Small balances | A request that would leave a holder with under $50,000 of Units (at the NAV per Unit then in effect) is treated as a request for all of the holder’s Units. |
| Valuation | The general partner expects the first formal valuation one year after the Private Offering ends, then annually (10-K). |
Two details matter for a holder. First, the 10-Q’s quarterly tables show an average price of $90.25 per Unit in each 2026 quarter, with no redemptions in the first two months of any 2026 quarter. $90.25 is also the capital contribution the partnership receives for each Class I and Class R Unit. The filings do not say whether any of the 2026 redemptions fell in the one-to-two-year window that carries the 95% price. Second, because the price follows the offering price and not an appraisal, a redemption price is not evidence of what the buildings are worth.
Redemptions by quarter, and the November 2025 repurchase
| Period | Units redeemed | Amount ($ thousand) | Where it comes from |
|---|---|---|---|
| Q2 2025 | not stated in the 2026 table | $135 | 10-Q for June 30, 2025 |
| Q3 2025 | 5,746 | $519 | 10-Q for September 30, 2026 (prior-year column) |
| Q4 2025 | 447,064 (443,213 in Nov, 3,851 in Dec) | $40,445 (our arithmetic) | 10-K: $41,099 for 2025 less $654 for nine months |
| Q1 2026 | 13,676 (March) | $1,234 | 10-Q for March 31, 2026 |
| Q2 2026 | 55,687 (June) | $5,026 | 10-Q for June 30, 2026 |
| Q3 2026 | 39,912 (September) | $3,602 | 10-Q for September 30, 2026 |
The fourth quarter of 2025 is not ordinary. The 10-K reports that on November 4, 2025 the partnership repurchased 443,213 Class I Units from two holders in “privately negotiated” transactions at $89.23 per Unit, “$90.25 per Class I Unit less $1.02” of distributions already paid, for about $8.9 million and $30.6 million. Class I redemptions of $40,000 thousand therefore make up most of the $53,086 thousand redeemed since inception. Excluding that, redemptions since inception are $13,086 thousand (our arithmetic), and the 2026 pace of $9,862 thousand in nine months is the first sizable ordinary redemption flow in the filings. Life-to-date redemptions of $53,086 thousand are about 12.3% of the $431,612 thousand contributed by Limited Partners (our arithmetic).
Against new money, 2026 redemptions were $9,862 thousand and contributions $33,771 thousand in the cash flow statement, so redemptions were about 29% of cash raised (our arithmetic). Contributions were $54,454 thousand in the same period of 2025.
Why total assets fell, and what the DST is
On December 10, 2025 the partnership bought a 303,000-square-foot property in Anderson, Indiana for about $33.4 million plus costs. On January 13, 2026 it moved it into Sealy Industrial I, DST and offered up to about $40.5 million of beneficial interests to accredited investors; by September 30, 2026 “all of the beneficial interests in DST-I had been sold”. The partnership earned a $1.6 million bridge carry fee and $0.8 million of distribution income, and received $33,358 thousand back. Sealy’s affiliate is the DST’s administrative trustee and manager. For how DST sponsors and investors are paid, see our DST guide.
| Item | Sep 30, 2026 | Dec 31, 2025 | Change |
|---|---|---|---|
| Real estate assets, at cost ($ thousand) | 428,847 | 448,914 | (20,067) |
| Cash and cash equivalents | 26,211 | 12,199 | 14,012 |
| Total assets | 465,723 | 490,605 | (24,882) |
| Secured revolving credit facility | 41,500 | 79,500 | (38,000) |
| Term loan, net | 103,814 | 103,585 | 229 |
| Construction loan | 6,932 | none | 6,932 |
| Total liabilities | 173,772 | 204,266 | (30,494) |
| Total partners’ capital | 291,951 | 286,339 | 5,612 |
Partners’ capital rose $5,612 thousand even with the net loss because contributions of $34,314 thousand exceeded the loss, distributions and redemptions combined (from the statement of changes in partners’ capital). The 10-Q also reports the partnership repeating the structure after quarter-end: on October 15, 2026 it put $55.1 million into Sealy Industrial II, DST, which bought a 534,000-square-foot Cincinnati, Ohio property for $55.0 million, with an offering of up to about $66.5 million and a bridge carry fee of up to $2.6 million.
Why the loss grew
| Nine months to Sep 30 ($ thousand) | 2026 | 2025 | Change |
|---|---|---|---|
| Total revenues | 30,149 | 26,802 | 3,347 |
| Depreciation and amortization | 16,689 | 13,147 | 3,542 |
| Property taxes and insurance | 6,467 | 5,276 | 1,191 |
| Asset management fee | 3,447 | 2,830 | 617 |
| Operating income (loss) | (1,262) | 1,266 | (2,528) |
| Income from DST investment | 2,548 | none | 2,548 |
| Interest expense | (7,175) | (4,114) | (3,061) |
| Gain on sale of real estate | none | 1,157 | (1,157) |
| Income taxes | (625) | none | (625) |
| Net loss | (6,399) | (1,578) | (4,821) |
Debt explains most of it: the weighted average balance was $153.3 million against $60.2 million, and the average rate fell from 6.96% to 5.73%. Without the $2,548 thousand of DST income the nine-month loss would have been larger (our arithmetic, before tax). Revenue from buildings held in both periods fell: same-store revenue was $19,714 thousand against $21,649 thousand in the nine months, which the filing ties to two vacancies of 265,700 and 140,400 square feet. Occupancy was 100.0% at December 31, 2025 and 93.4% at September 30, 2026; the average remaining lease term dropped from 4.4 to 3.3 years, and one of 34 tenants pays 11.4% of annualized base rent.
| Date | Properties | Gross leasable area | Tenants | Occupancy | Average remaining lease term |
|---|---|---|---|---|---|
| Jun 30, 2025 | 20 | 4.7 million sq ft | 37 | 100.0% | 4.4 years |
| Sep 30, 2025 | 21 | 5.1 million sq ft | 35 | 100.0% | 4.1 years |
| Dec 31, 2025 | 22 | 5.4 million sq ft | 36 | 100.0% | 4.4 years |
| Mar 31, 2026 | 21 | 5.1 million sq ft | 33 | 92.0% | 3.8 years |
| Jun 30, 2026 | 21 | 5.1 million sq ft | 33 | 92.0% | 3.6 years |
| Sep 30, 2026 | 21 | 5.1 million sq ft | 34 | 93.4% | 3.3 years |
Distributions, and what pays for them
The partnership paid distributions at an annualized $4.05 per Unit in both nine-month periods. Total distributions were $12,080 thousand, 57% in cash and 43% reinvested through the DRIP; the filing says 98% came from operating cash flow of $11,846 thousand and 2% from prior-period cash flow. In 2025 operating cash flow of $15.9 million exceeded distributions of $15.3 million, per the 10-Q. The loss and the distribution can both be true because depreciation is a non-cash charge; the point for a holder is that distributions in 2026 used almost all of the operating cash generated, while redemptions were funded from the revolver, new contributions and the DST proceeds.
Payments to Sealy and its affiliates
| Nine months to Sep 30 ($ thousand) | 2026 | 2025 |
|---|---|---|
| Acquisition fees | none | 1,379 |
| Asset management fee (up to 1.0% a year of book value of assets under management) | 3,447 | 2,830 |
| Distribution fees | 178 | 418 |
| Financing fees (up to 0.5% of loan principal) | 750 | 876 |
| Issuance costs | 2,045 | 3,392 |
| Leasing commissions | 44 | 93 |
| Property management fees (2.00% to 4.00% of gross receipts) | 819 | 710 |
| Other | 984 | 739 |
| Sum of the lines (our arithmetic) | 8,267 | 10,437 |
The sponsor also holds a subordinated participation interest: after the 6% cumulative preferred return and return of capital, 20% of remaining distributable cash goes to SIP IV Investor. The related-party table above has no line for it. These are disclosures in a related-party note, not a finding of anything improper.
What a reader can do with this
This is analysis of public documents, not investment, legal or tax advice. If you hold Units, the filings leave specific things to check:
- Read your own subscription documents and the partnership agreement. The 10-Q summarizes the redemption policy; the agreement (Exhibit 3.2, dated April 22, 2022, incorporated by reference) controls. Check which class you hold and the date you bought, because the 95% price applies between one and two years.
- Mind the calendar. A request must reach the general partner at least 30 days before the quarter starts unless waived. For the quarter beginning January 1, 2027 that is December 2, 2026 (our arithmetic). The 2026 payments all came in the last month of a quarter.
- Compare the cap with what is being paid. At 109,275 Units the partnership had used about 55.8% of its 2026 allowance by September 30. The filing gives no figure for requests that went unmet; ask the general partner whether any 2026 request was prorated or carried over.
- Ask when the first NAV will be set. The 10-K ties it to one year after the Private Offering ends; the offering has run since April 2022 and the filings we read give no end date.
- Expect the next filing in early 2027. The 10-K for 2026 should be due in March 2027; the 10-Q for the first quarter in May 2027. The first-quarter redemption figures show whether 2026’s pace continues. For other vehicles with similar rules, see our comparison of evergreen fund redemption rules and the redemption suspension tracker.
If your units are a large part of your wealth and you are weighing when and whether to ask for redemption, tax on a sale, or what to do with the proceeds, a second opinion with your own numbers may help.
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FAQ
Sources, read on EDGAR on November 4, 2026: Sealy Industrial Partners IV, LP (CIK 1929017) Form 10-Q for September 30, 2026 (0001929017-26-000018), for June 30, 2026 (0001929017-26-000015) and March 31, 2026 (0001929017-26-000011); Form 10-K for 2025 (0001929017-26-000008); Forms 10-Q for September 30, 2025 (0001929017-25-000032) and June 30, 2025 (0000950170-25-103157); Form 8-K of January 22, 2026 (0001929017-26-000004). Amounts in thousands of dollars unless stated. Compiled by CrowdfundedWealth.
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