v3.25.4
CAPITALIZATION
 12 Months Ended
Dec. 31, 2025
Capitalization [Abstract]  
CAPITALIZATION CAPITALIZATION
Under the Company's charter, as most recently amended on April 22, 2020, the Company has the authority to issue 1,000,000,000 shares of common stock and 50,000,000 shares of preferred stock. All shares of such stock have a par value of $0.01 per share. The Company's authorized shares of common stock are allocated between classes as follows:
Common StockNo. of Authorized Shares
Class A Shares45,000,000 
Class D Shares45,000,000 
Class I Shares200,000,000 
Class M-I Shares200,000,000 
Class N Shares150,000,000 
Class S Shares200,000,000 
Class T Shares5,000,000 
Class T2 Shares150,000,000 
Class Z Shares5,000,000 
1,000,000,000 

Class A shares are subject to selling commissions of up to 3% of the purchase price, and annual dealer manager fees of 0.55% and annual distribution fees of 0.50% of NAV, both paid on a trailing basis. Class I shares are subject to annual dealer manager fees of 0.55% of NAV paid in a trailing basis, but are not subject to any selling commissions or distribution fees. Class M-I Shares will not incur any up-front commissions or trailing fees. Class S Shares are subject to selling commissions of up to 3% of the purchase price, and annual distribution fees of 0.85% of the NAV paid on a trailing basis for approximately seven years. Class T2 Shares are subject to selling commissions of up to 3% of the purchase price, an up-front dealer manager fee of up to 0.50% of the purchase price, and annual distribution fees of 0.85% of the NAV paid on a trailing basis for approximately six years. Class D shares sold in the Private Offerings are subject to selling commissions of up to 1.0% of the purchase price, but do not incur any dealer manager or distribution fees.

Class T and Class N shares are not sold in the primary portion of the Fourth Public Offering. Class T shares were sold in the primary portion of the Second Public Offering and the Third Public Offering. Class T shares are subject to annual distribution fess of 1.0% of NAV paid on a trailing basis for approximately three years from the date of purchase. Class N shares will be issued upon conversion of an investor's Class T shares upon the earliest of
(i) the investor's Class T share account for a given public offering has incurred a maximum of 8.5% of commissions, dealer manager fees and distribution fees; (ii) the total underwriting compensation from whatever source with respect to a public offering exceeds 10% of the gross proceeds from the primary portion of such public offering; (iii) a listing of the Class N shares; or (iv) the Company's merger or consolidation with or into another entity or the sale or other disposition of all or substantially all of the Company's assets. For the year ended December 31, 2025, 16,713 Class T Shares were converted to 16,858 Class N Shares. For the year ended December 31, 2024, 50,889 Class T Shares were converted to 51,298 Class N Shares. For the year ended December 31, 2023, 235,145 Class T Shares were converted to 236,883 Class N Shares.

Class Z shares are expected to be sold only in a private offering to RREEF America. On January 28, 2025, 75,000 Class I shares owned by RREEF America were exchanged for 74,944 Class Z shares. On October 7, 2025, 75,000 additional Class I shares owned by RREEF America were exchanged for 75,000 Class Z shares. Class Z shares do not incur any sales commissions, dealer manager fees or distribution fees. Also see Note 17.

The Company's board of directors is authorized to amend its charter from time to time, without the approval of the stockholders, to increase or decrease the aggregate number of authorized shares of common stock or the number of shares of any class or series that the Company has authority to issue.

Stock Issuance

During the years ended December 31, 2025, 2024 and 2023, the Company issued common stock, excluding shares issued in the distribution reinvestment plan and Compensation Plan (defined below), as follows:
Year Ended December 31, 2025Year Ended December 31, 2024Year Ended December 31, 2023
No. of shares
Amount
No. of shares
Amount
No. of shares
Amount
Class A Shares— $— 2,151 $30 70,103 $1,095 
Class D Shares370,645 5,000 2,937 40 222,400 3,628 
Class I Shares346,200 4,628 250,627 3,427 502,534 7,529 
Class M-I Shares— — 53,267 725 140,806 2,076 
Class N Shares converted from Class T Shares, net145 — 409 — 1,738 — 
Class T Shares— — — — 2,879 45 
Class T2 Shares32,035 440 83,514 1,163 199,214 3,175 
Total
749,025 $10,068 392,905 $5,385 1,139,674 $17,548 

There were no Class S Shares issued as of December 31, 2025.

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan that allows stockholders to have the cash distributions attributable to the class of shares that the stockholder owns automatically invested in additional shares of the same class. Shares are offered pursuant to the Company's distribution reinvestment plan at the NAV per share applicable to that class, calculated as of the distribution date and after giving effect to all distributions. Stockholders who elect to participate in the distribution reinvestment plan, and who are subject to U.S. federal income tax laws, may incur a tax liability on an amount equal to the fair value on the relevant distribution date of the shares of the Company's common stock purchased with reinvested distributions, even though such stockholders have elected not to receive the distributions used to purchase those shares of the Company's common stock in cash.
Share Redemption Plan

In an effort to provide the Company's stockholders with liquidity in respect of their investment in shares of the Company's common stock, the Company has adopted a share redemption plan. Prior to July 1, 2024 the Company's share redemption plan (the "Former SRP") offered the opportunity for daily redemptions whereby on a daily basis stockholders could request the redemption of all or any portion of their shares. The redemption price per share was equal to the Company's NAV per share of the class of shares being redeemed on the date of redemption, subject to a short-term trading discount, if applicable. The total amount of redemptions in any calendar quarter were limited to shares whose aggregate value (based on the redemption price per share on the date of the redemption) was equal to 5% of the Company's combined NAV for all classes of shares as of the last day of the previous calendar quarter. In addition, if redemptions did not reach the 5% limit in a calendar quarter, the unused portion generally would be carried over to the next quarter and not any subsequent quarter, except that the maximum amount of redemptions during any quarter could never exceed 10% of the combined NAV for all classes of shares as of the last day of the previous calendar quarter. If the quarterly volume limitation was reached on or before the third business day of a calendar quarter, redemption requests during the next quarter would be satisfied on a stockholder by stockholder basis, which the Company referred to as a per stockholder allocation, instead of a first-come, first-served basis.

For each quarter of 2023 and the first quarter of 2024, the Company received share redemption requests in excess of 5% of its combined NAV as of the last day of the immediately previous quarter. As a result of reaching the quarterly redemption volume limitation during these quarters, the Company did not accept any redemption requests during the applicable quarter following the date on which such limitation was reached. Stockholders who wished to request redemption of any unfulfilled requests were required to resubmit their redemption requests beginning on the first calendar day of the following quarter.

Pursuant to the terms of the Former SRP, because the quarterly redemption volume limitation for the first quarter of 2024 was reached on the third business day of such quarter, redemption requests received during the quarter ending June 30, 2024 were satisfied in accordance with the per stockholder allocation as described above.

On June 21, 2024, the Company's board of directors amended and restated the Company's share redemption plan, effective July 1, 2024 (the "New SRP"). Pursuant to the New SRP, stockholders of the Company may request, on a monthly basis, that the Company redeem all or any portion of their shares of common stock, provided that such redemptions (i) will be effected at a redemption price (the “Redemption Price”) equal to the NAV per share for such applicable class of shares as of a date (the “Redemption Pricing Date”) that is at least ten business days before their redemption (the “Redemption Date”) and (ii) will be limited to no more than 2.0% of the Company’s combined NAV per month and no more than 5.0% of the Company’s combined NAV per calendar quarter, with the Company’s combined NAV for each limit to be calculated as of the last calendar day of the prior quarter. After the close of business on the Redemption Pricing Date, and in any event no later than the opening of business on the immediately following business day, the Company will post the Redemption Price for each class of shares of common stock on its website and include it in a prospectus supplement filed with the SEC. In the event that there is a material change in the NAV per share between the Redemption Pricing Date and the Redemption Date, the Company may determine that the previously-disclosed Redemption Price is no longer appropriate. If the Redemption Price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no redemption requests will be accepted for such month and stockholders who wish to have their shares redeemed the following month must resubmit their redemption requests.
While there is no minimum holding period, purchased shares (excluding shares acquired via the Company's distribution reinvestment plan) redeemed within 365 days of the date of purchase will be redeemed at the Company's NAV per share of the class of shares being redeemed on the date of redemption less a short-term trading discount equal to 2% of the gross proceeds otherwise payable with respect to such purchased shares which are being redeemed.
In the event that any stockholder fails to maintain a minimum balance of $500 (not in thousands) worth of shares of common stock, the Company may redeem all of the shares held by that stockholder at the redemption price per share in effect on the date it is determined that the stockholder has failed to meet the minimum balance, less the short-term trading discount of 2%, if applicable. Minimum account redemptions will apply even in the event that the failure to meet the minimum balance is caused solely by a decline in the Company's NAV.
Under the New SRP, redemptions requested for each month from July 2024 through December 2025 exceeded the applicable monthly or quarterly limit as described above. Accordingly, stockholder redemption requests for stockholder accounts with a value of under $500 (not in thousands) or that were due to death or applicable disability were satisfied in full while all other requests for each applicable month were satisfied on a prorated basis. During these months, proration rates ranged between 17% and 58%.

During the years ended December 31, 2025, 2024 and 2023, redemption requests were received as shown below. The Company funded these redemptions with cash flow from operations, proceeds from its Offerings or borrowings. The weighted average redemption prices are shown before allowing for any applicable 2% short-term trading discounts.
Year Ended December 31, 2025Shares Weighted Average Share PriceAmount
Class A822,111 $13.30 $10,930 
Class I1,532,133 13.37 20,488 
Class T535 13.50 7 
Class D879,058 13.41 11,789 
Class N74,186 13.24 982 
Class M-I19,565 13.23 259 
Class T292,757 13.14 1,219 
Total
$45,674 
Year Ended December 31, 2024Shares Weighted Average Share PriceAmount
Class A473,280 $13.55 $6,412 
Class I1,772,184 13.62 24,142 
Class T1,130 13.67 15 
Class D574,377 13.61 7,816 
Class N46,584 13.48 628 
Class M-I61,132 13.48 824 
Class T258,086 13.54 786 
Total
$40,623 
Year Ended December 31, 2023Shares Weighted Average Share PriceAmount
Class A299,558 $15.33 $4,594 
Class I2,672,067 14.87 39,727 
Class T20,161 15.79 317 
Class D968,053 15.18 14,698 
Class N333,076 15.13 5,038 
Class M-I40,108 14.13 567 
Class T211,373 15.03 171 
Total
$65,112 

The Company's board of directors has the discretion to suspend or modify the New SRP at any time, including in circumstances in which it (1) determines that such action is in the best interest of the Company's stockholders, (2) determines that it is necessary due to regulatory changes or changes in law or (3) becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are redeemed. In addition, the Company's board of directors may suspend the Offerings and the redemption plan, if it determines that the calculation of NAV is materially incorrect or there is a condition that restricts the valuation of a material portion of the Company's assets.

Equity-Based Compensation

The Company has in place an incentive compensation plan and an independent director compensation plan (the “Compensation Plans”). The Compensation Plans were created to attract, retain and compensate highly-qualified individuals, who are not employees of RREEF Property Trust, Inc. or any of its subsidiaries or affiliates, for service as members of the board by providing them with competitive compensation.

Pursuant to the independent director Compensation Plan, upon completion of each annual stockholder meeting, the Company grants shares of restricted common stock to each of the Company's independent directors (the "Annual Share Grant Awards"). The fair value of the Annual Share Grant Awards is determined using the Company’s share price for the class of shares granted on the date of grant. The Annual Share Grant Awards shall vest and become non-forfeitable at the next annual stockholder meeting (approximately one year from issue date). The Company has elected to account for any forfeitures of restricted stock awards as they occur.

Below is a summary of the activity, per share value and recognized expense for the Annual Share Grant Awards.
Year Ended December 31, 2025Year Ended December 31, 2024Year Ended December 31, 2023
Stock AwardsClass D SharesWeighted Average Grant Date Fair Value
Class D Shares
Weighted Average Grant Date Fair ValueClass D SharesWeighted Average Grant Date Fair Value
Outstanding, beginning of period5,442 $13.78 5,034 $14.90 1,869 $17.40 
Changes during the period:
     Granted5,613 13.36 5,442 13.78 5,034 14.90 
     Vested(5,442)13.78 (5,034)14.90 (1,869)17.40 
     Forfeited— — — — — — 
Outstanding, end of period5,613 13.36 5,442 13.78 5,034 14.90 
Amount included in general and administrative expenses$74 $77 $63