Thirdline Real Estate Income Fund Repurchase: Nov 13, 2026 Offer

What the October 9, 2026 notice says

Every quarter the fund files a Form N-23C-3 with the letter and terms it sends shareholders. The latest was filed on October 9, 2026. Its terms, set against Rule 23c-3 (17 CFR 270.23c-3):

The rule’s floor is the operative sentence: “The repurchase offer amount shall not be less than five percent nor more than twenty-five percent of the common stock outstanding on a repurchase request deadline.” Thirdline has offered the floor in all 20 notices (our count from the saved filings); nothing in the rule stops a fund from offering more. The cover letter is looser than the terms attached to it: it says “the Fund repurchases up to 5% of the outstanding shares that are tendered each quarter,” while the terms offer 5% of the shares outstanding.

Two practical points sit in the notice. The deadline is for “direct shareholders,” and the form adds: “The Repurchase Request Deadline will be strictly observed.” Charles Schwab and Co. held 79.01% of the shares of record at August 11, 2026 (proxy statement), so most holders reach the fund through a broker whose own cut-off the filings do not give (our reading). And the price date equals the deadline: the prospectus says the deadline “typically falls seven days before the Repurchase Pricing Date,” but every notice we read sets them on the same day.

On timing, three of the 20 notices show an 8-day gap between the NAV date and the notice date (July 2025, April 2026 and July 2026), against the rule’s “no more than seven days before the date of the notification” (our arithmetic from the dates printed on each form; the date a notice was mailed to shareholders is not in the filing). The October 2026 notice is at 7 days.

Seventeen offers, February 2022 to February 2026

From the repurchase table in each annual report (Form N-CSR). The percentage is of shares outstanding; NAV is at the pricing date, which equals the request deadline.

The November 2022 percentage is printed as 0.03%; 16,707 shares is about 0.33% of the 5,048,054 shares outstanding at September 30, 2022 (our arithmetic), so the printed figure looks like a typo. The August 2023 row uses the later annual report’s 57,201 shares; the semiannual report printed 57,194. The May and August 2026 offers closed after fiscal 2026, and their results will appear in the semiannual report for the six months to September 30, 2026, due around December.

What the percentages say, and what they do not

Twelve of the 17 results are under 5%, two are zero, and three are above it, all in the last six quarters of the table: 7.00%, 5.77% and 6.50%. Rule 23c-3(b)(5) says: “If security holders tender more than the repurchase offer amount, the company may repurchase an additional amount of stock not to exceed two percent of the common stock outstanding on the repurchase request deadline.” Every one of the 20 notices offers 5%, so a result of 5.77% or 6.50% means holders tendered more than the offer and the fund chose to buy some or all of the excess (our reading). At 7.00% it is at the ceiling: anything tendered above 7% is bought pro rata.

What the filings do not give is the number of shares tendered. Rule 23c-3(b)(2)(ii)(B) requires the annual report to state, for each offer, “the repurchase offer amount and the amount tendered in each repurchase offer.” The repurchase tables in the five annual reports list dates, NAV, value, shares, percentage and fees; none lists the amount tendered. Whether a holder who tendered in November 2024 or February 2026 was prorated is therefore not readable from the filings. The October notice carries the standard warning: “There can be no assurance that the Fund will be able to repurchase all the shares that you tender even if you tender all the shares that you own.”

The pace matters because the fund is smaller than it was. In the year to March 31, 2026 it sold $10.8 million of shares and repurchased $8.5 million; shares outstanding were 6,418,351 at March 31, 2026 and 6,045,524 at August 11, 2026, 5.8% fewer in four and a half months (our arithmetic). Applying 5% to the August count gives about 302,000 shares, or $2.5 million at the October 2 NAV of $8.33; 7% gives about 423,000 shares, or $3.5 million. The February 2026 offer bought 439,902 shares, 1.46 times today’s 5% (our arithmetic; the rule measures the offer against shares outstanding on the deadline, so the true figure will differ).

The repurchase fee the notices leave out

Each of the 20 notices says: “The Fund will not charge a repurchase fee.” The prospectus, in its version amended September 16, 2026, says: “Shareholders who tender for repurchase shares that have been held, as of the time of repurchase, less than 365 days from the purchase date will be subject to a repurchase fee (early withdrawal charge) of 1.00% of the original purchase price.” The fund may waive it for death or disability. The annual reports show the fee was charged: $21,519 across 9 of the 17 offers, including $6,906 in the year to March 31, 2026 (our arithmetic from the tables).

Rule 23c-3(b)(4)(i)(B) requires the notice to state “Any fees applicable to such repurchase.” The notices we read never mention the 1.00% charge. Whether the omission means no one in the October offer owes it is not in the filings; the number to ask is the transfer agent’s, (877) 771-7715, printed in the notice. Only a holder whose shares were bought within the last year can be affected by the difference, and the rule caps a repurchase fee at two percent of proceeds.

NAV, net assets and shares

NAV was within a few cents of $10 for three years. It then slid: $9.89 at March 31, 2025, $9.11 at March 31, 2026 and $8.33 on October 2, 2026, with notices showing $9.77 in October 2025, $9.23 in April 2026 and $8.98 in July 2026. The October 2026 figure is 14.7% below October 2025 (our arithmetic). Net assets at June 30, 2026 were 18.4% below the September 2024 peak and 7.3% below March 31, 2026 (our arithmetic). The fund has not yet filed a report covering any of the last six months, so the filings do not say which holdings were marked down. For fiscal 2026 the annual report shows net realized losses of $2,345,364, a net unrealized change of negative $1,684,738 and a total return of negative 0.55%, and its letter says “The majority of private investments performed as expected with generally stable values and consistent yield.”

What stands behind a 5% window

The fund’s annual report lists, for each privately placed holding, whether it can be redeemed. At March 31, 2026, 29 of 34 positions, $52.4 million or 89.6% of net assets, are marked “Not Permitted”; four allow quarterly redemption after 60 or 90 days’ notice ($6.8 million, 11.6%); one has no restriction (our arithmetic from the table). The report’s own footnote reads: “Securities generally offered in private placement transactions and as such are illiquid and generally restricted as to resale.” The restricted securities total 103.6% of net assets.

The June 30, 2026 Form N-PORT lists 51 positions: the largest, Goodman Capital Liquid Credit Strategy, is 9.36% of net assets, the top five 39.15% and the top ten 62.83% (our arithmetic from Part C). Listed preferred stocks, the part that can be sold quickly, are 18 positions and 2.23%. Borrowings were $4,885,000 at June 30, 2026, 9.0% of net assets (our arithmetic), on a $25 million SouthState Bank line priced at SOFR plus 2.95% and renewed through September 29, 2027. In fiscal 2026 interest on the line and other interest cost $540,182. Rule 23c-3(b)(9) requires an interval fund’s debt either to mature by the next pricing date or to be repayable by then as needed to fund the offer; whether this line meets that is not something these filings answer.

Who runs it now, and what it costs

Thirdline Capital Management has advised the fund since launch in September 2021. The proxy statement filed August 12, 2026 says its principals agreed on July 28, 2026 to sell all their interests to Northmarq Fund Management, LLC of Lake Oswego, Oregon, an SEC-registered adviser in business since 2002 that the proxy says has about $534 million under management and is part of the Pohlad Companies. Shareholders voted on a new advisory agreement and two new trustees at a special meeting on September 11, 2026; the notice of the meeting says “No fee increase will result from approving this proposal.” The vote result is not in the filings we saved, but the amended September 16, 2026 prospectus names Northmarq as the advisor and the October 9 notice gives Northmarq’s Lake Oswego address as the fund’s principal office (our reading: the sale closed). Charles Hutchens stays as portfolio manager.

The advisory fee is 0.98% of average net assets under both agreements. An expense limit holds operating expenses to 1.50% before interest and acquired-fund costs. The adviser waived $310,700, $316,505 and $337,665 in fiscal 2024, 2025 and 2026 ($964,870, our arithmetic), and the proxy says the previously waived fees will not be recoverable after the current agreement ends. Fiscal 2026 expenses were 2.89% of average net assets gross and 2.36% net; the minimum investment is $5,000 in a single share class.

Distributions are the other cost to read. In fiscal 2026 the fund paid $0.74 a share against net investment income of $0.57, and $0.56 of the $0.74 was return of capital on the books; for calendar 2025 the tax-basis return of capital was $3,630,436 of $4,756,241 (our arithmetic: 76%). Return of capital lowers a holder’s tax basis. The prospectus says the fund is taxed as a REIT; how funds of this kind report to holders is covered in K-1 vs 1099-DIV for real estate investments.

What a holder can do with this

• If you hold shares directly with the fund: the request form goes to UMB Fund Services, P.O. Box 2175, Milwaukee, Wisconsin, and must reach the transfer agent by 11:59 p.m. Eastern on November 13, 2026. A request can be withdrawn or changed until then.
• If you hold through a broker or adviser: the notice’s deadline is for direct shareholders. The prospectus says such holders should submit the request to their intermediary “sufficiently in advance of the Repurchase Request Deadline”; the intermediary’s own cut-off is not in the filings.
• What price you get: NAV on November 13, 2026, not the $8.33 in the notice. NAV moved from $9.11 to $8.33 between March 31 and October 2, 2026.
• What proration would mean: if more than 5% is tendered, the fund may buy up to 2% more; otherwise requests are filled pro rata and the rest must be resubmitted in the next offer, with no priority. The prospectus says notices go out each January, April, July and October, so the next should arrive in January 2027 for a February pricing date.
• Question for the transfer agent: whether the 1.00% early withdrawal charge applies to shares held under 365 days, given the notice says no fee.
• Tax: the notice says a repurchase is “a taxable event for the redeeming shareholder.” IRA accounts face a $50 fee on a full redemption unless the annual fee was paid.

For other small real estate interval funds, see the list of every interval fund by size and borrowing, the NexPoint Real Estate Strategies Fund review and the Cliffwater fund’s repurchase record, where the same 7.00% ceiling appears at a different scale.

FAQ

All figures are from Thirdline Real Estate Income Fund’s SEC filings and Rule 23c-3, read on October 13, 2026: the annual reports on Form N-CSR for the years ended March 31, 2022 to 2026 (accessions 0001398344-22-011830, 0001398344-23-011904, 0001398344-24-011495, 0001398344-25-011609 and 0001398344-26-010515), five semiannual reports on Form N-CSRS, twenty repurchase notices on Form N-23C-3 from January 2022 to October 9, 2026, the Form N-PORT for June 30, 2026 (accession 0001193125-26-370270), the 2026 proxy statement (accession 0001398344-26-014212), the prospectus amended September 16, 2026 (accession 0001398344-26-017178) and 17 CFR 270.23c-3 from the eCFR. The fund’s latest filing on EDGAR is the October 9, 2026 notice; the semiannual report for September 30, 2026 had not been filed. The number of shares tendered in each offer is not disclosed in these filings. Percentages, sums and ratios are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.