AX Essential Retail Portfolio, DST
Retail (essential/net-lease, per trust name) property in Ferndale; Burlington; Stanwood; Mount Vernon, Washington — sponsored by Apollo
506(b); $91.52M offering, $69.3M sold / $22.2M remaining (6/11/26 D/A); min $25k; 1031/721 into Apollo AX program
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Ferndale; Burlington; Stanwood; Mount Vernon, Washington · exact location not on recordThe filings name the market but not an address we can place on a map.
What is this, in one paragraph?
AX Essential Retail Portfolio, DST is a Delaware statutory trust — a structure that lets 1031 exchangers hold fractional interests in real estate — sponsored by Apollo. Sponsor material describes four standalone Washington grocery stores leased to Safeway Inc. doing business as Haggen and owned all-cash with no mortgage.2 Interests are placed privately under Rule 506(b), which limits buyers to accredited investors and bars general advertising.
Minimum investment
$25k
Offering size
$91.5M
How much has sold
98.0%
Financing
All cash. This offering reports no mortgage debt.
Sponsor-reported, from SEC filings and cited sources.
On a 45-day clock? Find day 45 and day 180 from the sale date, then come back to this record.
What exactly is the property?
Sponsor material places the four standalone grocery-anchored buildings along the Interstate-5 and North Puget Sound corridor north of Seattle, on approximately 39.0 acres with 1,458 parking spaces.2 The buildings date from 1995 to 2001.2 The same material reports the Trust acquired the portfolio for $84,400,000 against a $91,520,000 offering.2 The SEC filings record no acquisition date, and no occupancy percentage appears in the material reviewed.
- Reported location
- Ferndale; Burlington; Stanwood; Mount Vernon, Washington
- 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
Who is the tenant, and what's the lease?
All four stores are leased on an absolute-net basis — the tenant carries taxes, insurance and maintenance — to Safeway Inc. doing business as Haggen, on 240-month (20-year) original terms with multiple five-year extension options and roughly ten years of weighted-average term remaining, per sponsor material.2
How are sales going?
These are the sponsor’s own numbers. They can lag what has actually sold, and they do not confirm that interests are still available.
98.0% reported sold
- Amount sold
- $89,380,983
- Reported unsold
- $2,139,017
- Investors reported
- 113
- Total offering
- $91,520,000
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How is it financed, and what does it pay?
Sponsor material describes the Trust as 100% equity-funded and debt-free: no mortgage, no lender, and no debt for an exchanger to replace — a question for a tax adviser.2 The Trust leases the properties to an affiliated master tenant, AX Essential Retail Portfolio LeaseCo, LLC, capitalized by a non-interest-bearing $2,864,000 demand note from an Apollo affiliate.2
Who's behind it?
Apollo is a global alternative asset manager, and this Trust sits inside its AX Real Estate Exchange 1031 program. The Form D names Apollo RE Exchange, LLC as sponsor, AX Essential Retail Portfolio Manager, LLC as manager and signatory trustee, and AX III Depositor, LLC as depositor.1 On March 19, 2026, Apollo said managed funds and affiliates intend to invest $1.0 billion for a 49% interest in a joint venture with Realty Income expected to own roughly 500 single-tenant retail properties.
- Sponsor
- Apollo
- May convert to a REIT
- Yes
- Offerings from this sponsor
- 2 active / 4 total offerings from Apollo
Reported by the sponsor. Top1031 does not independently audit sponsor-reported figures.
What does the paperwork say?
Successive amendments have each stepped up the reported amount sold and the investor count while leaving the offering size unchanged. The issuer reports that its first sale occurred November 25, 2025.1 Because interests are placed privately rather than advertised, the Trust reaches accredited investors through existing broker-dealer and adviser relationships.
- First Form D filedThe public offering record begins.
- Offering amount recordedA Form D amendment recorded offering and sales totals.
- Filing record updatedA later amendment updated the sponsor’s filing record.
- Latest Form D filedThe most recent sponsor-filed checkpoint in this record.
- Legal Trust name
- AX Essential Retail Portfolio, DST
- Filings on record
- 11
- How it may be offered
- Rule 506(b)Not advertised publicly. Offered through existing relationships.
- Source filing
- Read the filings on SEC EDGAR
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.
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 Private Placement Memorandum before investing.
Common questions
Is AX Essential Retail Portfolio, DST still raising money?
Availability unconfirmed. Active means a filing within the past 15 months; it does not by itself establish current subscription availability.
Where does Top1031 get the data for AX Essential Retail Portfolio, DST?
Top1031 builds this record from the sponsor’s own SEC filings and cited sponsor disclosures. Filings can lag what is happening now. A Form D filing does not mean the SEC approved, endorsed, or verified the offering.
Is this Trust still open to new investors?
The issuer's most recent amendment to its Form D, filed August 14, 2026, still reports an unsold balance in the offering. A Form D is a point-in-time notice filed by the issuer, not a live inventory feed, so it does not confirm what is available today. Current availability sits with Apollo and the broker-dealers placing the offering.
Who is the tenant behind these grocery stores?
Sponsor offering material states that all four properties are leased to Safeway Inc. doing business as Haggen, a Pacific Northwest grocery banner. The exact signing entity, any parent guaranty, and the credit behind the leases are set out in the PPM — the private placement memorandum that governs the offering — not in the SEC filings.
How much lease term is left?
Sponsor offering material reports 240-month (20-year) original lease terms with multiple five-year extension options and approximately ten years of weighted-average remaining term across the portfolio; it gives the Mount Vernon lease an expiration of December 6, 2034. Expiration dates for the other three stores and the mechanics of the renewal options are in the PPM.
When did the Trust buy these properties?
No acquisition date is established by the sources on this record. Sponsor material reports an acquisition price of $84,400,000 for the portfolio but no closing date, and SEC Form D filings do not record acquisition dates — the first sale of interests to investors, reported as November 25, 2025, is a securities-offering date, not a purchase date. The PPM controls.
What does an all-cash DST mean for a 1031 exchanger?
Sponsor offering material describes this portfolio as unleveraged and owned free and clear, so no mortgage debt passes through to investors. An exchanger who carried debt on a relinquished property generally must replace that debt elsewhere or contribute additional cash to fully defer gain — a question for your own tax adviser, since a debt-free structure does not answer it.
What is the 721/UPREIT exit noted on this record?
A 721 exchange, sometimes called an UPREIT transaction, contributes property to a REIT's operating partnership in return for OP units, converting an investor's direct real-estate interest into partnership units. It is generally a one-way door: once converted, the position is no longer eligible for a future 1031 exchange. Whether and when any conversion occurs is governed by the PPM and the trust documents, not by the Form D.
Chapter 9Realty 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. Apollo Global commits $1 billion for retail joint venture with commercial REIT Realty IncomeReuters coverage of Apollo's $1 billion commitment to acquire a 49% stake in a JV with Realty Income covering ~500 single-tenant retail properties, providing the asset pipeline for Apollo's AX Essential Retail Portfolio DST program.