7. Related Party Transactions

Due to the Adviser

The Company and the Operating Partnership have entered into an advisory agreement with the Adviser. Pursuant to the advisory agreement, the Adviser is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making decisions related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of directors.

The Company pays the Adviser an annual management fee (payable monthly in arrears) of 1.25% of the aggregate NAV represented by the Company’s Class T shares, Class S shares, Class D shares and Class I shares, 0.50% of the aggregate NAV represented by the Company’s Class A-I shares and 0.90% of the aggregate NAV represented by the Company’s Class A-II shares. Additionally, to the extent that the Operating Partnership issues Operating Partnership units to parties other than the Company, the Operating Partnership will pay the Adviser a management fee equal to 1.25% of the aggregate NAV of Operating Partnership units not held by the Company per annum, payable monthly in arrears. No management fee will be paid with respect to Class E shares or Class E units of the Operating Partnership. The management fee will be paid, at the Adviser’s election, in cash, Class E shares of common stock, or Class E units of the Operating Partnership. The Adviser waived its management fee for the first six full calendar months following March 19, 2024, the date the Company broke escrow for the Offering. If the Adviser elects to receive any portion of its management fee in Class E shares or Class E units of the Operating Partnership, the Company may be obligated to repurchase such Class E shares or Class E units from the Adviser at a later date. Such repurchases will be outside the Company’s share repurchase plan and thus will not be subject to the repurchase limits of the share repurchase plan or any Early Repurchase Deduction. See Note 10, “Equity and Redeemable Non-controlling Interest — Share Repurchases”.

For the three months ended March 31, 2026 and 2025, the Company incurred $0.1 million and $45,000 of management fees, respectively. Those amounts were recorded as Management fee on the Company's Consolidated Statements of Operations.

As of March 31, 2026 and December 31, 2025, $45,000 and $40,000 of management fees were payable to the Adviser, respectively. These amounts were recorded as a component of Due to affiliates on the Company’s Consolidated Balance Sheets.

In addition to the organization, offering and general and administrative expense reimbursements described herein (see Note 2, “Summary of Significant Accounting Policies”), the Company will reimburse the Adviser for out-of-pocket costs and expenses the Adviser incurs in connection with the services it provides to the Company, including, but not limited to, (i) the actual cost of goods and services used by the Company and obtained from third parties, including fees paid to administrators, consultants, attorneys, technology providers and other service providers, and brokerage fees paid in connection with the purchase and sale of investments and securities, and (ii) expenses of managing and operating the Company’s properties, whether payable to an affiliate or a non-affiliate. During the three months ended March 31, 2026 and 2025, the Company did not incur any of the reimbursements as described above.

The Company will not pay the Adviser any acquisition, financing (except interest payments to the lender in cases where the lender is an affiliate of the Adviser) or other similar fees in connection with making investments. The Company will, however, reimburse the Adviser for out-of-pocket expenses in connection with the selection and acquisition of properties and real estate-related securities, whether or not such investments are acquired, and make payments to third parties in connection with making investments. During the three months ended March 31, 2026 and 2025, the Company did not incur any of the reimbursements as described above.

The Company may retain an affiliate of the Adviser to provide development and construction services for certain properties the Company acquires. In addition, the Company may retain certain of the Adviser’s affiliates for necessary services relating to the Company’s investments or its operations, including accounting services, valuation support services, account management services, corporate secretarial services, data management services, directorship services, information technology services, finance/ budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, property, title and/or other types of insurance and related services, transaction support services, transaction consulting services and other similar operational matters. The Adviser’s affiliates may charge fees and expenses to the Company for the provision of such services. The Operating Partnership may also issue equity incentive compensation to certain employees of such affiliates for services provided. Any compensation paid to the Adviser’s affiliates for any such services will not reduce the management fee nor the performance participation allocation.

On July 11, 2023, the Adviser and the Operating Partnership entered into an Investment Management Agreement (the “Investment Management Agreement”) with J.P. Morgan Investment Management Inc. (“JP Morgan”). Pursuant to the Investment Management Agreement, JP Morgan will serve as a sub-advisor to the Adviser and act as the investment manager for the Company’s portfolio of short-term investments, which may include real estate-related securities. Under the terms of the Investment Management Agreement, JP Morgan’s fee for its services will be paid entirely by the Adviser and not by the Company.

In addition, see Note 10, “Equity and Redeemable Non-controlling Interest”, for information regarding investments in the Company or the Operating Partnership by the Adviser, an affiliate of the Sponsor and eight officers and employees of the Adviser and its affiliates.

Due to the Special Limited Partner

During the term of the advisory agreement, the Special Limited Partner holds a performance participation interest in the Operating Partnership that entitles it to receive an allocation from the Operating Partnership equal to 12.5% of the annual Total Return, subject to a 5% annual Hurdle Amount and a High-Water Mark, with a Catch-Up (each term as defined in the Operating Partnership’s Second Amended and Restated Limited Partnership Agreement). Such allocation is measured annually and accrued monthly. Class E units of the Operating Partnership are not subject to the performance participation allocation. Distributions of the performance participation interest may be distributable in cash or Class E units at the election of the Special Limited Partner. See Note 10, “Equity and Redeemable Non-controlling Interest — Share Repurchases”.

For the three months ended March 31, 2026, the Company accrued $0.3 million for the performance participation allocation. For the three months ended March 31, 2025, the Company did not accrue any performance participation allocation. As of March 31, 2026, the calendar year 2025 performance participation allocation of $0.5 million had been settled in cash to the Special Limited Partner. The performance participation allocation is recognized as an expense in the Consolidated Statements of Operations in the period in which the related performance is achieved and the related payable is recorded as a component of Due to affiliates on the Company’s Consolidated Balance Sheets.

Due to the Property Manager

In connection with each of its real estate acquisitions, the Company, through indirect subsidiaries, entered into property management and leasing services agreements with the Property Manager, an affiliate of the Adviser (the “Property Management Agreements”). The Property Management Agreements have terms through the end of each calendar year and will be renewed automatically for successive one-year periods unless terminated by either party giving the other party notice not less than thirty (30) days prior to the expiration of the then-current term. Pursuant to the Property Management Agreements, the Company pays the Property Manager management fees equal to the lesser of the then-current market rate for services provided and the amount of such fee per the terms of the tenant lease. The Company will pay the Property Manager leasing commissions based on the then-current market rate; provided if the tenant is represented by a broker, the aggregate lease commissions would be no more than the then-current market rate. The Company will reimburse the Property Manager for all reasonable actual expenditures.

For the three months ended March 31, 2026 and 2025, the Company incurred $91,000 and $75,000 of property management fees, respectively. Those amounts were recorded as a component of Rental property operating expenses on the Company's Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, $30,000 and $27,000 of property management fees were payable to the Property Manager, respectively. These amounts were recorded as a component of Due to affiliates on the Company’s Consolidated Balance Sheets.

Due to the Dealer Manager

The Dealer Manager, an affiliate of the Adviser, serves as the dealer manager for the Offering. The Dealer Manager registered as a broker dealer with the SEC and the Financial Industry Regulatory Authority, Inc. (“FINRA”) on May 16, 2023. The Company entered into an agreement (the “Dealer Manager Agreement”) with the Dealer Manager in connection with the Offering on August 1, 2023. The Dealer Manager also serves as the dealer manager for the Company’s private offerings of Class A-I and Class A-II shares to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

The Dealer Manager is entitled to receive upfront selling commissions of up to 3.0%, and upfront dealer manager fees of 0.5%, of the transaction price of each Class T share sold in the primary offering; however, such amounts may vary for certain selected dealers provided that the sum will not exceed 3.5% of the transaction price. The Dealer Manager is entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S share sold in the primary offering. The Dealer Manager is entitled to receive upfront selling commissions of up to 1.5% of the transaction price of each Class D share sold in the primary offering. The Dealer Manager anticipates that all or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed (paid) to, selected dealers. No upfront selling commissions or dealer manager fees are paid with respect to purchases of Class A-I shares, Class A-II shares, Class I shares, Class E shares or shares of any class sold pursuant to the Company’s distribution reinvestment plan.

For the three months ended March 31, 2026, the Company incurred and paid approximately $1,000 of upfront selling commissions and dealer manager fees. There were no upfront selling commissions or upfront dealer manager fees incurred for the three months ended March 31, 2025.

Subject to FINRA limitations on underwriting compensation and certain other limitations and subject to the provisions for the conversion of Class T shares, Class S shares and Class D shares into Class I shares, the Dealer Manager will also receive a distribution fee of 0.85%, 0.85% and 0.25% per annum of the aggregate NAV of the Company’s outstanding Class T shares, Class S shares and Class D shares, respectively. There is no distribution fee with respect to Class A-I shares, Class A-II shares, Class I shares or Class E shares. The distribution fees will be paid monthly in arrears. The Dealer Manager will reallow (pay) all or a portion of the distribution fees to selected dealers and servicing broker-dealers, and will rebate distribution fees to the Company to the extent a broker-dealer is not eligible to receive them. The Company will cease paying the distribution fee with respect to any Class T share, Class S share or Class D share held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total upfront selling commissions, dealer manager fees and distribution fees paid with respect to the shares held by such stockholder within such account would equal or exceed, in the aggregate, 8.75% (or a lower limit as set forth in the applicable agreement between the Dealer Manager and a selected dealer at the time such shares were issued) of the gross proceeds from the sale of such shares and purchased in a primary offering (i.e., an offering other than a distribution reinvestment plan) (collectively, the “Fee Limit”). At the end of such month, each such Class T share, Class S share or Class D share in such account (including shares in such account purchased through the distribution reinvestment plan or received as a stock dividend) will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. The Company will accrue the cost of the distribution fee as an offering expense at the time each Class T, Class S and Class D share is sold during the primary offering.

For the three months ended March 31, 2026, the Company had accrued approximately $1,000 of distribution fees related to Class T shares. For the three months ended March 31, 2025, the Company did not accrue any distribution fees. These amounts were recorded as a component of Due to affiliates on the Company’s Consolidated Balance Sheets.