Related-Party Transactions (Tables)

6 Months Ended

Jun. 30, 2026

The following is a summary of amounts incurred with the GP, Sealy, and their affiliates during the three and six months ended June 30, 2026 and 2025:


	Three Months Ended				Six Months Ended
($s in thousands)	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025		Financial Statement Line
Acquisition fees	$	—	$	417	$	—	$	997	Real estate assets
Asset management fee	$	1,139	$	981	$	2,307	$	1,787	Asset management fee
Distribution fees	$	59	$	229	$	134	$	342	Prepaid expenses and other assets
Financing fees	$	—	$	—	$	750	$	350	Deferred financing costs; Term loan
Issuance costs	$	657	$	1,221	$	1,379	$	2,689	Issuance costs
Leasing commissions	$	—	$	—	$	44	$	4	Prepaid expenses and other assets
Property management fees	$	265	$	250	$	556	$	441	Property operating expenses
Other	$	252	$	356	$	514	$	482	Various

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Acquisition fees – the Company pays Sealy an acquisition fee of up to 1.0% of the total contract purchase price for real estate assets acquired. The Company also reimburses Sealy for acquisition-related expenses.

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Asset management fee – the Company pays the GP an asset management fee of up to 1.0% of the book value of assets under management (the “AUM”) per annum payable monthly. The AUM is not adjusted for accumulated depreciation. As of both June 30, 2026 and December 31, 2025, the asset management fee payable to the GP was $570,000.

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Distribution fees – the Class R Unit is subject to a distribution fee of 0.25% of the Class R Unit price per annum, payable to Sealy Investment Securities, LLC ("SIS"), a Sealy affiliate and the managing broker-dealer for the Private Offering, from quarterly and liquidating distributions. The Company may prepay SIS, and has prepaid, the distribution fee in the amount of 2.5% of the Class R Unitholders’ gross contributions. As of both June 30, 2026 and December 31, 2025, prepaid distribution fees were $2.2 million. The Company is withholding from the investors’ quarterly distributions at an annual rate of 0.25% of gross contributions currently and will withhold from liquidating distributions, not to exceed 2.5% in total.

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Financing fees – the GP may earn a financing coordination fee of up to 0.5% of the principal amount of new or refinanced loans for services related to loan negotiations. During the three months ended June 30, 2026 and 2025, the Company did not pay any financing fees to the GP. During the six months ended June 30, 2026 and 2025, the Company paid financing fees of $750,000 and $350,000, respectively, to the GP.

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Issuance costs – the Company reimburses Sealy and SIS for offering-related costs and costs in connection with the administration of the DRIP. Issuance costs reimbursement to Sealy ceased as of May 2025. The following table sets forth issuance costs we incurred with related parties for the respective periods:


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025
Issuance costs - Sealy	$	—	$	396	$	102	$	1,231
Issuance costs - SIS	$	657	$	825	$	1,277	$	1,458

As of June 30, 2026 and December 31, 2025, issuance costs payable to SIS were approximately $322,000 and $399,000, respectively; no issuance costs remained payable to Sealy.

Additionally, the Company may pay SIS an alternative selling commission on Class I Units not to exceed 4.25% of gross offering proceeds. During the three and six months ended June 30, 2026, the Company did not incur any alternative selling commissions. During the three and six months ended June 30, 2025, the Company incurred $55,000 in alternative selling commissions.

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Property management fees and leasing commissions – the Company has property management agreements with Sealy, under which it pays a monthly property management fee of 2.00% to 4.00% of monthly gross receipts from the properties, less any management fee paid to a third party. Additionally, Sealy receives 50% of all late payments and returned checks collected. The property management agreements also state that Sealy may receive leasing commissions based on the market in which each property is located, less any commission paid to a third party.

Other costs – the Company has no employees and, in accordance with the Partnership Agreement and the confidential private placement memorandum of the Private Offering, periodically reimburses Sealy and its affiliates for costs incurred on its behalf. These costs include compensation for management and administrative personnel providing services such as accounting and property management, as well as compliance costs, consulting services related to insurance, property tax, design services, and other expenses such as postage and pursuit costs on dead deals. As of June 30, 2026 and December 31, 2025, approximately $7,000 and $21,000 of other costs remained payable, respectively.