v3.26.1
Related Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS
The table below outlines fees and expense reimbursements incurred that are payable by the Company to the Advisor and Hines Private Wealth Solutions LLC (the "Dealer Manager"), Hines and its affiliates for the periods indicated below (in thousands):
Incurred
Three Months Ended June 30,Six Months Ended June 30,Unpaid as of
Type and Recipient2026202520262025June 30, 2026December 31, 2025
Selling Commissions- Dealer Manager (1)
$521 $624 $955 $1,067 $— $
Dealer Manager Fee- Dealer Manager (1)
19 21 35 54 — 
Distribution & Stockholder Servicing Fees- Dealer Manager (1)
732 1,231 2,246 1,976 48,173 49,633 
Organization and Offering Costs- the Advisor2,033 1,349 3,595 3,735 914 1,216 
Asset Management Fees- the Advisor (2)
13,425 9,058 24,466 17,829 4,399 4,264 
Other- the Advisor (3)
1,733 — 4,228 — 2,244 2,369 
Performance Participation Allocation- the Advisor (4)
5,673 12,700 11,774 12,700 11,774 24,795 
Property Management Fees- Hines and its affiliates2,722 1,864 5,288 3,928 960 685 
Development and Construction Management Fees- Hines and its affiliates (5)
90 633 190 1,367 439 330 
Leasing Fees- Hines and its affiliates (6)
1,047 756 1,191 1,866 1,045 1,458 
Expense Reimbursement- Hines and its affiliates (with respect to management and operations of the Company's properties) (7)
5,708 7,308 11,137 11,682 (5,975)(8)(3,250)(8)
Total$33,703 $35,544 $65,105 $56,204 $63,973 $81,503 
(1)Some or all of these fees may be reallowed to participating broker dealers rather than being retained by the Dealer Manager.
(2)Under the Advisory Agreement (prior to the March 2025 amendment to the Advisory Agreement described below), the asset management fee payable to the Advisor was calculated as 0.0625% per month of a) the most recently determined value of the Company’s real estate investments at the end of each month and b) the aggregate proceeds received by the Company or its affiliate for selling interests in properties in the DST Program at the end of each month. Further, the monthly asset management fee was not permitted to exceed an amount equal to 1/12th of 1.25% of (a) the Company’s NAV at the end of each applicable month and (b) the aggregate proceeds received by the Company or its subsidiary for selling interests in properties in the DST Program. On March 24, 2025, the Company, the Operating Partnership and the Advisor amended the Advisory Agreement to clarify how asset management fees are calculated. As amended, the asset management fees will be calculated as 0.0625% per month of the most recently determined value of the Company’s real estate investments at the end of each month. As was the case prior to the amendment of the Advisory Agreement, the monthly asset management fee cannot exceed an amount equal to 1/12th of 1.25% of (a) the Company’s NAV at the end of each applicable month and (b) the aggregate proceeds received by the Company or its subsidiary for selling interests in properties in the DST Program. Additionally, the asset management fee can be paid, at the Advisor’s election, in cash, Class I shares or Class I OP units of the Operating Partnership.
(3)Includes amounts the Advisor paid on behalf of the Company such as general and administrative expenses and acquisition-related expenses.  These amounts are generally reimbursed to the Advisor during the month following the period in which they are incurred.
(4)Through its ownership of the special limited partner interest in the Operating Partnership, the Advisor is entitled to an annual performance participation allocation of 12.5% of the Operating Partnership’s total return. Total return is defined as distributions paid or accrued plus the change in net asset value of the Company’s shares of common stock for the applicable period. This performance participation allocation is subject to the Company earning a 5% total return annually (as defined above), after considering the effect of any losses carried forward from the prior period (as defined in the Operating Partnership’s agreement of limited partnership (the “Operating Partnership Agreement”). The performance participation allocation accrues monthly and is payable after the completion of each calendar year.
(5)Development and construction management fees are included in the total project costs of the respective properties and are capitalized in construction in progress, which is included in investment property, net, on the Company’s condensed consolidated balance sheets.
(6)Leasing fees are capitalized in deferred leasing costs, net, on the Company’s condensed consolidated balance sheets and amortized over the life of the lease.
(7)Includes amounts with respect to the management and operation of the Company’s properties, such as allocated rent paid to affiliates of our Advisor, equipment, utilities, insurance, travel and entertainment. These amounts are generally reimbursed to Hines and its affiliates during the month following the period in which they are incurred. Reimbursement of third party costs are not included in the incurred amounts.
(8)As of June 30, 2026 and December 31, 2025, the balance included $7.1 million and $8.1 million, respectively, in receivables related to rents collected by the Hines-affiliated property managers at the UK Portfolio Properties, which were being held in the property manager controlled bank accounts.

DST Program Fees

In connection with the DST Program described in Note 4 – DST Program, Hines Real Estate Exchange LLC (“HREX”), a wholly-owned subsidiary of the Operating Partnership, entered into a dealer manager agreement with the Dealer Manager, pursuant to which the Dealer Manager agreed to conduct the private placement. As compensation for conducting these private placements, HREX will pay the Dealer Manager upfront selling commissions, upfront dealer manager fees and O&O fees of up to 5.0%, 1.0% and 1.25%, respectively, of the gross purchase price per unit of beneficial interest sold in the DST Program. In addition, with respect to Class S DST interests, HREX will pay the Dealer Manager ongoing fees in amounts up to 0.25% of the equity investment per year. All of these fees are funded by the private investors in the DST Program at the time of their investment or through deductions from distributions paid to such investors. The Dealer Manager may re-allow such commissions, ongoing fees and a portion of such dealer manager fees to participating broker dealers. These fees totaled $8.3 million and $16.3 million for the three and six months ended June 30, 2026, respectively, and $8.8 million and $14.7 million for the three and six months ended June 30, 2025, respectively.