Top1031

AX Essential Retail Portfolio, DST

Retail property in Ferndale, Burlington, Stanwood, and Mount Vernon, WA · sponsored by Apollo

HistoricalLast Form D, filed Sep 28, 2026, reports the offering fully sold (opens in a new tab)

AX Essential Retail Portfolio, DST was a DST sponsored by Apollo that owned 4 retail properties in Ferndale, Burlington, Stanwood, and Mount Vernon, WA. Its last Form D, filed Sep 28, 2026, reports the offering fully sold.

How it ended

No outcome recorded · under 7 years

The last Form D, filed Sep 28, 2026, reports the offering fully sold.

Apollo has 1 active offering on record →

Key facts

Minimum investment
$25,000
From the Form D
Offering size
$91,520,000
Equity offered, per the Form D
Sold
100%
Form D, Sep 28, 2026; the % is our arithmetic
Investors reported
118
Form D, Sep 28, 2026
Selling commissions
$5,948,000 · 6.4% of offering
Form D Item 15; the % is our arithmetic
Financing
All cash. This offering reports no mortgage debt.
How it is financed ↓
Offered under
Rule 506(b)
General advertising and solicitation are not permitted under this exemption.

Figures come from SEC Form D filings unless a source is cited. Sponsor-stated figures are as reported by the sponsor; Top1031 does not independently audit them. On a 45-day clock? Find day 45 and day 180 →

Using this record to judge the sponsor? A licensed 1031 specialist from our affiliated partner can talk it through with you.

Ask a 1031 specialist about this recordFree. About: AX Essential Retail Portfolio, DST. Top1031 is not a broker-dealer.

What did the Trust own?

The Trust took beneficial ownership of the four grocery-store properties on October 28, 2025, buying from two sponsor-affiliated sellers, NNN OPP Owner VII, LLC and NNN OPP Owner VI, LLC. 2 A sponsor-derived offering summary reports a $84,400,000 purchase price. 3 These are single-tenant grocery buildings rather than multi-tenant shopping centers — one occupant and one rent stream per building. 2

Reported location
Ferndale, Burlington, Stanwood, and Mount Vernon, WA
Property size
4 properties; 248,103 net rentable square feet total; Ferndale 60,835 SF; Burlington 63,500 SF; Stanwood 60,168 SF; Mount Vernon 63,600 SF

Tenant and lease terms are not in the SEC filings or cited sources.

How was it financed, and what did it cost to sell?

A sponsor-derived offering summary describes both the acquisition and the offering as all-cash: no in-place mortgage, no lender, nothing to refinance. 3 The same summary says the Trust nonetheless keeps responsibility for capital improvements and repairs, funded through a Supplemental Trust Reserve. 3 For an exchanger replacing mortgage debt, an unlevered trust raises a debt-replacement question for a tax adviser.

Debt

Financing
All cash. This offering reports no mortgage debt.
May convert to a REIT (721)
Yes

Costs and terms from the Form D

Selling commissions
$5,948,000 · 6.4% of offering
Finders’ fees
$0
Paid to officers, directors and promoters
$1,097,000 · 1.1% of offering
Form D Item 16
· The filing’s note: “Item 16 is an estimate of offering and organizational expenses that may accrue to one or more Related Persons.”
Broker-dealers named in the Form D
7 named in the Form D
Show the firms
  • Arvest Wealth Management · CRD 42057
  • Concorde Investment Services, LLC · CRD 151604
  • FNEX Capital, LLC · CRD 166316
  • Nationwide Planning Associates Inc. · CRD 31029
  • Realized Financial, Inc. · CRD 22333
  • Realta Equities, Inc. · CRD 23769
  • Wealthforge Securities, LLC · CRD 152550

Individual representatives named in Item 12 are not listed.

Date of first sale
Nov 25, 2025
Minimum investment
$25,000

Form D Item 15 and Item 16 amounts may be the issuer’s estimates; each percentage is Top1031’s arithmetic on two Form D figures. Item 16 can overlap Item 15, so Top1031 does not add them together. The issuer marked these amounts as an estimate.

What does the SEC record show?

The Trust reported November 25, 2025 as the date of its first securities sale, and successive Form D amendments have stepped up the reported amount sold and the investor count while leaving the offering size unchanged. 1 Being offered under Rule 506(b), it carries no general advertising or public solicitation, reaching investors through existing broker-dealer and adviser relationships.

Legal Trust name
AX Essential Retail Portfolio, DST
SEC CIK
2100640
First Form D
Dec 11, 2025
Latest Form D
Sep 28, 2026
Filings on record
12
Offered under
Rule 506(b)
General advertising and solicitation are not permitted under this exemption.
Source filing
Read the filings on SEC EDGAR

SEC Form D filings, newest first

FiledFormOffering amountAmount soldInvestors
Form D/A$91,520,000
$91,520,000+$2,139,017
118+5
EDGAR
Form D/A$91,520,000
$89,380,983+$11,803,086
113+10
EDGAR
Form D/A$91,520,000
$77,577,897+$8,262,802
103+14
EDGAR
Form D/A$91,520,000
$69,315,095+$2,045,231
89+7
EDGAR
Form D/A$91,520,000
$67,269,864+$9,830,596
82+14
EDGAR
Form D/A$91,520,000
$57,439,268+$8,979,039
68+16
EDGAR
Form D/A$91,520,000
$48,460,229+$3,683,799
52+10
EDGAR
Form D/A$91,520,000
$44,776,430+$5,423,841
42+11
EDGAR
Form D/A$91,520,000
$39,352,589+$11,431,357
31+5
EDGAR
Form D/A$91,520,000
$27,921,232+$7,627,340
26+9
EDGAR
Form D/A$91,520,000
$20,293,892+$13,562,399
17+15
EDGAR
Form D$91,520,000
$6,731,493
2
EDGAR
Show all 12 SEC Form D filings

Amounts, investor counts and minimums are as filed with the SEC on Form D. The change lines are Top1031’s arithmetic between consecutive filings; a new Form D notice starts a new count.

A Form D is the notice a sponsor files when it starts raising money. A Form D filing does not mean the SEC approved, endorsed, or verified the offering.

Common questions

What happened to AX Essential Retail Portfolio, DST?
AX Essential Retail Portfolio, DST is a Historical offering. The last Form D, filed Sep 28, 2026, reports the offering fully sold.
Does AX Essential Retail Portfolio, DST have a 721 UPREIT exit?
The record lists a possible 721 exit for AX Essential Retail Portfolio, DST. The offering documents set whether and when it could happen. In a 721 exchange, or UPREIT, the DST’s property is contributed to a REIT’s operating partnership and investors receive operating-partnership units instead of cash.
How a DST-to-721 UPREIT exit works
Who is the tenant, and who actually pays rent to the Trust?
Sponsor material identifies Safeway Inc., an Albertsons Companies affiliate that operates the stores under the Haggen banner, as the tenant at the property level. The Trust itself does not lease to Safeway: it leases the buildings to sponsor-affiliated AX Essential Retail Portfolio LeaseCo, LLC under a ten-year absolute-net master lease, and that master tenant subleases to Safeway. A sponsor-derived summary also reports that an Apollo affiliate capitalized the master tenant with a non-interest-bearing $2,864,000 demand note. Any parent guaranty and the credit standing behind the leases are set out in the offering documents not in the SEC filings.
When did the Trust acquire these properties, and for how much?
Sponsor material states the Trust acquired beneficial ownership of the four properties on October 28, 2025, from entities affiliated with its sponsor. A sponsor-derived offering summary reports the purchase price as $84,400,000; that figure is sponsor-reported and was not confirmed against recorded deeds in the research for this record. Note that the first Form D was filed December 11, 2025 and the reported first securities sale was November 25, 2025. A Form D records securities activity, not the date real estate changed hands, so the filing timeline on this page is not an acquisition timeline.
How much lease term is left on the Safeway leases?
A sponsor-derived summary describes all four Haggen property leases as absolute-net with original 240-month terms and multiple five-year extension options, and reports roughly ten years of weighted-average remaining term, with the Mount Vernon lease expiring December 6, 2034. SEC Form D filings record no lease terms at all. Per-store expiration dates, renewal mechanics and rent escalations are in the offering documents, and the sponsor summary is the only source behind these terms in this record.
Is there a mortgage on this portfolio?
A sponsor-derived offering summary describes the property acquisition and the offering as all-cash, without in-place mortgage financing or scheduled trust-level debt service. That is sponsor-reported and was not independently confirmed by a recorded-mortgage search in the research for this record; the SEC filings themselves say nothing about leverage. A debt-free structure also does not by itself solve an exchanger's debt-replacement problem: an investor who carried a mortgage on a relinquished property generally must replace that debt or add cash to fully defer gain, which is a matter for your own tax adviser.
What is the minimum investment?
Every Form D on file for this Trust, from the December 11, 2025 original through the August 14, 2026 amendment, reports $25,000 as the minimum outside investment accepted. Sponsors often set a different minimum for Section 1031 exchange investors than for cash investors, so confirm the minimum that applies to your situation in the offering documents and with the broker-dealer placing the offering.

In the news

Realty Income and Apollo to Establish Strategic PartnershipApollo-managed funds commit $1.0 billion for a 49% interest in a newly formed JV with Realty Income that will own ~500 single-tenant retail properties across dollar stores, QSR, drug stores, grocery and health/fitness sectors — the underlying pool that backs Apollo's AX Essential Retail Portfolio DST.
Realty Income ↗

Sources

Show sources (7)Hide sources (7)

These links support the record as a whole; individual details may come from different sources.

DST interests are illiquid private securities. You may lose some or all of your investment. Distributions, tax treatment, and exit timing are not guaranteed. Review the current offering documents before investing.