AX Essential Retail Portfolio, DST

Overview

AX Essential Retail Portfolio, DST is a newly formed Delaware statutory trust holding four single-tenant, grocery-anchored retail properties totaling approximately 248,103 net rentable square feet in Ferndale, Mount Vernon, Stanwood, and Burlington, Washington. All four properties are leased to Safeway Inc. (operating under the Haggen banner), an affiliate of Albertsons Companies, Inc. (NYSE: ACI), under leases assumed by an affiliated Master Tenant pursuant to a ten-year absolute-net Master Lease. The Trust acquired the Properties on October 28, 2025 from entities affiliated with the Sponsor, Apollo RE Exchange, LLC, following independent third-party appraisals of each property.

The Properties carry no permanent debt, and the Trust is offering up to $91,520,000 of Class 1 Beneficial Interests to accredited investors under Rule 506(b) of Regulation D. An affiliate of the Sponsor holds a Fair Market Value Option that, at its sole discretion beginning after a two-year hold, may require Beneficial Owners to exchange their Interests for units in an affiliated operating partnership in a transaction intended to qualify under Section 721 of the Internal Revenue Code, with a limited-notice election available to receive cash instead. Absent exercise of that option, the Trust's Manager retains sole discretion over the timing of a sale intended to qualify for Section 1031 treatment.

Key highlights

• Four single-tenant Safeway/Haggen grocery stores totaling approximately 248,103 square feet in Ferndale, Mount Vernon, Stanwood, and Burlington, Washington.
• The Trust is offering up to $91,520,000 of equity in an all-cash, debt-free capital structure (0% loan-to-total-capitalization), with a $250,000 minimum for Section 1031 exchange investors.
• The Properties are leased to the Master Tenant under a ten-year absolute-net Master Lease, with the Trust (not the Master Tenant) retaining responsibility for capital improvements and repairs funded through a Supplemental Trust Reserve.
• Year one distributions are projected at 4.3%, rising to 5.2% by Year 10 with a 4.75% average across the ten-year forecast; these are the Sponsor's projections and are not guaranteed.
• The Trust is expected to hold the Properties approximately seven to ten years, with an affiliate of the Sponsor holding sole discretion to route the eventual exit through a Section 721 exchange into an operating partnership or a taxable sale.

Financials

Projected distributions

Year 1

4.30%

Year 2

4.40%

Year 3

4.50%

Year 4

4.60%

Year 5

4.70%

Year 6

4.80%

Year 7

4.90%

Year 8

5.00%

Year 9

5.10%

Year 10

5.20%

Projections from the sponsor’s offering documents. Distributions are not guaranteed and may be lower than shown or suspended. See the PPM for assumptions.

Property addresses 4

• 1815 Main Street, Ferndale, Washington 98248
• 2601 East Division Street, Mount Vernon, Washington 98274
• 26603 72nd Avenue N.W., Stanwood, Washington 98292
• 757 Haggen Drive, Burlington, Washington 98233

Documents

• AX Essential Retail Portfolio, DST - PPM
• AX Essential Retail Portfolio, DST - Executive Summary