v3.26.1
CAPITALIZATION
6 Months Ended
Jun. 30, 2026
Capitalization [Abstract]  
CAPITALIZATION CAPITALIZATION
Under the Company's charter, 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 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 fees 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 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 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 three and six months ended June 30, 2026, 4,027 and 23,278 Class T shares were converted to 4,073 and 23,508 Class N shares, respectively. For the three and six months ended June 30, 2025, 1,809 and 13,314 Class T shares were converted to 1,824 and 13,426 Class N shares, respectively.

Class S and Class T2 shares will convert to Class M-I shares upon the earliest of (i) the investor's Class S or Class T2 share account has incurred a maximum of 8.75% (or such lower percentage as set forth in an agreement between our dealer manager and a participating broker-dealer in effect at the time such Class S or Class T2 shares were first issued to such account) 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 offering; (iii) a listing of the Class S shares or Class T2 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 three and six months ended June 30, 2026, 16 Class T2 shares were converted to 16 Class M-I shares. No Class T2 shares were converted during the three and six months ended June 30, 2025.

Class Z shares are expected to be sold only in a private offering to RREEF America. Class Z shares do not incur any sales commissions, dealer manager fees or distribution fees. 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. On May 20, 2026, 75,000 additional Class I shares owned by RREEF America were exchanged for 75,000 Class Z shares. On February 26, 2026, RREEF Fund Holding LLC, an affiliate of the Company's advisor, purchased $15,000 of Class Z shares.

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 six months ended June 30, 2026 and 2025, the Company issued common stock, excluding shares issued in the distribution reinvestment plan, as follows:

Six Months Ended June 30, 2026Six Months Ended June 30, 2025
No. of shares
Amount
No. of shares
Amount
Class A Shares740 $10 — $— 
Class D Shares— — 370,645 5,000 
Class I Shares52,407 690 190,723 2,565 
Class M-I Shares— — — — 
Class N Shares converted from Class T Shares, net230 — 112 — 
Class T Shares— — — — 
Class T2 Shares— — 32,035 440 
Class Z Shares1,140,685 15,000 — — 
Total
1,194,062 $15,700 593,515 $8,005 

There were no Class S Shares issued as of June 30, 2026.

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 taxation laws, will 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 (the "SRP"). Pursuant to the 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. 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.

Each redemption request will be evaluated by the Company in consideration of rules and regulations promulgated by the Internal Revenue Service with respect to dividend equivalent redemptions. Redemptions that may be considered dividend equivalent redemptions may adversely affect the Company or its stockholders. Accordingly, the Company may reject any redemption request that it reasonably believes may be treated as a dividend equivalent redemption.

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 Redemption Date 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 in effect for the month in which such shares are redeemed by the Company, 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 SRP, redemptions requested for the month of January 2026 and for each of the months from March 2026 through June 2026 exceeded the applicable monthly or quarterly limit as described above. Accordingly, stockholders received 71.3%, 79.4%, 95.6%, 97.5%, and 67.6% of the amount requested for the months of January, March, April, May and June 2026, respectively. For the months of February and July 2026, redemptions requested were below the 2% monthly limit, and therefore 100% of all redemption requests received were honored.

During the three and six months ended June 30, 2026 and 2025, redemptions were as shown below. The Company funded these redemptions with cash flow from operations, asset sales, proceeds from its Offerings or borrowings. The weighted average redemption prices are shown before allowing for any applicable 2% short-term trading discounts.

Three Months Ended June 30, 2026Shares Weighted Average Share PriceAmount
Class A154,166 $13.10 $2,020 
Class I378,935 13.19 4,999 
Class T— — — 
Class D50,835 13.21 672 
Class N23,678 13.10 310 
Class M-I115,798 13.09 1,515 
Class T282,125 13.02 1,069 
Six Months Ended June 30, 2026SharesWeighted Average Share PriceAmount
Class A302,828 $13.07 $3,959 
Class I834,993 13.15 10,978 
Class T4,652 13.15 61 
Class D150,228 13.15 1,976 
Class N45,311 13.05 591 
Class M-I131,360 13.07 1,717 
Class T2111,059 13.01 1,445 

Three Months Ended June 30, 2025Shares Weighted Average Share PriceAmount
Class A316,912 $13.30 $4,215 
Class I281,441 13.39 3,770 
Class T— — — 
Class D259,283 13.42 3,480 
Class N20,602 13.17 271 
Class M-I1,231 13.28 16 
Class T22,090 13.25 28 

Six Months Ended June 30, 2025Shares Weighted Average Share PriceAmount
Class A517,839 $13.34 $6,908 
Class I726,174 13.46 9,771 
Class T535 13.50 
Class D489,239 13.46 6,587 
Class N23,446 13.20 309 
Class M-I6,216 13.34 83 
Class T23,742 13.28 50 

The Company's board of directors has the discretion to suspend or modify the 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.

Share-Based Compensation

The Company has in place an incentive compensation plan and an independent directors compensation plan (the “Compensation Plans”). The Compensation Plans were created to attract, retain and compensate highly-qualified individuals, who are not employees of the Company or any of its subsidiaries or affiliates, for service as members of the board by providing them with competitive compensation.
Pursuant to the independent directors compensation plan, upon completion of each annual stockholder meeting, the Company grants shares of restricted Class D common stock to each of the Company's independent directors (the "Annual Share Grant Awards"). The fair value of the Annual Share Grant Awards will be 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 stock awards.

Three Months Ended June 30, 2026Six Months Ended June 30, 2026
Stock AwardsClass D SharesWeighted Average Grant Date Fair ValueClass D SharesWeighted Average Grant Date Fair Value
Outstanding, beginning of period5,613 $13.36 5,613 $13.36 
Changes during the period:
Granted5,673 13.22 5,673 13.22 
Vested(5,613)13.36 (5,613)13.36 
Forfeited— — — — 
Outstanding, end of period5,673 13.22 5,673 13.22 
Amount included in general and administrative expenses$18 $36 

Three Months Ended June 30, 2025Six Months Ended June 30, 2025
Stock AwardsClass D SharesWeighted Average Grant Date Fair ValueClass D SharesWeighted Average Grant Date Fair Value
Outstanding, beginning of period5,442 $13.78 5,442 $13.78 
Changes during the period:
Granted5,613 13.36 5,613 13.36 
Vested(5,442)13.78 (5,442)13.78 
Forfeited— — — — 
Outstanding, end of period5,613 13.36 5,613 13.36 
Amount included in general and administrative expenses$18 $37