Guide to Private REIT Investing (2024)

What are Private REITs?

Private REITs are not traded on a national stock exchange or registered with the SEC. As a result, private REITs are not subject to the same disclosure requirements as stock exchange-listed or public non-listed REITs.

Private REITs issue shares that are neither traded on national exchanges nor registered with the SEC, but rather issued pursuant to one or more of several exemptions to the securities laws set forth in regulations promulgated and enforced by the SEC. These exemptions include rules set forth under Regulation D, permitting an issuer to sell securities to "accredited investors," and Rule 144A, which exempts securities issued to qualified institutional buyers (QIBs).

Private REIT Overview
Private REITs, sometimes called private placement REITs, are offerings that are exempt from SEC registration under Regulation D of the Securities Act of 1933 and whose shares intentionally do not trade on a national securities exchange. Private REITs generally can be sold only to institutional investors, such as large pension funds, and/or to “Accredited Investors” generally defined as individuals with a net worth of at least $1 million (excluding primary residence) or with income exceeding $200,000 over two prior two years ($300,000 with a spouse).

Liquidity
Shares are not traded on a public securities exchange and are not generally liquid. Redemption programs for shares vary by company and may be limited, non-existent, and/or subject to change.

What are the Transaction Costs for Private REITs?
Brokerage costs vary by company, but may include formation fees, annual management fees and a percentage of profits in the form of a “promoted interest.”

How are Private REITs managed?
Typically externally advised and managed.

What is the Minimum Investment Amount for Private REITs?
Typically $1,000 - $25,000; private REITs that are designed for institutional or accredited investors generally require a much higher minimum investment.

Private REITs Independent Directors
Generally exempt from regulatory requirements and oversight, unless managed by a registered investment advisor under the Investment Advisers Act of 1940.

Do Investors have Control with Private REITs?
Investors generally re-elect directors.

Private REIT Corporate Governance
Not required other than the Internal Revenue Code’s requirement that a REIT needs to have a board of directors or board of trustees.

Private REIT Disclosure Obligation
Exempt from SEC registration and related disclosure requirements under Regulation D.

How is Performance Measured for Private REITs?
No public or independent source of performance data available for tracking private REITs.

Additional Resources:

Guide to Private REIT Investing (2024)

FAQs

Is a private REIT a good investment? ›

Moreover, private REITs are generally riskier investments compared to their publicly traded counterparts. They also may lack the same level of transparency, making it harder for investors to assess the underlying assets and the performance of the REIT.

What is the 90% rule for REITs? ›

How to Qualify as a REIT? To qualify as a REIT, a company must have the bulk of its assets and income connected to real estate investment and must distribute at least 90 percent of its taxable income to shareholders annually in the form of dividends.

What is one of the disadvantages of investing in a private REIT? ›

Private REITs are not traded on an exchange, which means that there are more restriction in who can invest in them. As such, they tend to be less liquid than public REITs since it can be difficult for investors to find buyers for their shares should they decide to sell.

What I wish I knew before investing in REITs? ›

REITs must prioritize short-term income for investors

In exchange for more ongoing income, REITs have less to invest for future returns than a growth mutual fund or stock. “REITs are better for short-term cash flow and income versus long-term upside,” says Stivers.

How much does it cost to set up a private REIT? ›

High minimum investments -- Private REITs typically have minimum investments that range from $1,000 to $25,000 (or more in some cases). On the other hand, you can invest in a publicly-traded REIT for the cost of one share, and many public non-listed REITs also have relatively low minimums.

Can I start my own private REIT? ›

According to IRS requirements, your company must have at least 100 shareholders by its second tax year to qualify as a REIT. This means you can start your operations with two or more shareholders if you reach the requirement a year later.

What is the REIT 10 year rule? ›

The final regulations (i) provide a 10-year “transition rule” that grandfathers current structures, subject to certain requirements, and thus allows certain entities to continue to be treated as D-REITs for ten years and (ii) narrow the scope of the “look through” rule, pursuant to which REIT stock owned by certain ...

How long should I hold a REIT? ›

"Both public and non-public REIT investments should be considered long-term, and that could mean different things to different folks, but in general, investors who typically invest in REITs look to hold them for a minimum of three years, and some of them could hold them for 10+ years," Jhangiani explained.

How much of my portfolio should be in REITs? ›

“I recommend REITs within a managed portfolio,” Devine said, noting that most investors should limit their REIT exposure to between 2 percent and 5 percent of their overall portfolio. Here again, a financial professional can help you determine what percentage of your portfolio you should allocate toward REITs, if any.

What is the largest private REIT in the US? ›

BREIT is by far the largest private REIT, with a net asset value of $68 billion as of Nov. 30, 2022. Its biggest rival is Starwood Real Estate Income Trust, or SREIT, with a net asset value of $14 billion as of Nov. 30, 2022.

Why don t more people invest in REITs? ›

In most cases, REITs utilize a combination of debt and equity to purchase a property. As such, they are more sensitive than other asset classes to changes in interest rates., particularly those that use variable rate debt. When interest rates rise, REITs share prices can be prone to volatility.

Why don't people invest in REITs? ›

Non-traded REITs have little liquidity, meaning it's difficult for investors to sell them. Publicly traded REITs have the risk of losing value as interest rates rise, which typically sends investment capital into bonds.

What is the best time to buy REITs? ›

REITs historically rebound when interest rates pivot and have the potential for rent growth. Realty Income, Agree Realty, VICI Properties, Essential Properties Trust, and American Tower are strong picks for long-term growth and income.

How to invest in REITs for beginners? ›

As referenced earlier, you can purchase shares in a REIT that's listed on major stock exchanges. You can also buy shares in a REIT mutual fund or exchange-traded fund (ETF). To do so, you must open a brokerage account. Or, if your workplace retirement plan offers REIT investments, you might invest with that option.

What is the most profitable REITs to invest in? ›

Best-performing REIT mutual funds: April 2024
SymbolFund name1-year return
BRIUXBaron Real Estate Income R612.08%
JABIXJHanco*ck Real Estate Securities R611.07%
RRRRXDWS RREEF Real Estate Securities Instil9.26%
CSRIXCohen & Steers Instl Realty Shares9.84%
1 more row
Apr 11, 2024

Are private REITs safe? ›

And 2023 exposed the extreme vulnerabilities of these Private REITs, also called nontraded REITs. Private REITs, unlike their publicly traded counterparts, do not offer the same level of transparency and liquidity. Their prices are not updated daily on public exchanges but are instead reported quarterly or yearly.

Are publicly traded REITs better than private REITs? ›

While a public REIT that's sold like a stock on the broader exchanges can be bought or sold with relative ease, a private REIT is a limited partnership business. That means that capital invested in the private REIT needs to be non-essential since a redemption can be challenging – if allowed at all.

Can anyone invest in a private REIT? ›

Private REITs generally can be sold only to institutional investors, such as large pension funds, and/or to “Accredited Investors” generally defined as individuals with a net worth of at least $1 million (excluding primary residence) or with income exceeding $200,000 over two prior two years ($300,000 with a spouse).

What are the tax advantages of a private REIT? ›

Unlike many companies however, REIT incomes are not taxed at the corporate level. That means REITs avoid the dreaded “double-taxation” of corporate tax and personal income tax. Instead, REITs are sheltered from corporate taxes, so their investors are only taxed once.

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