Minimum investment
$25k
Offering size
$91.5M
How much has sold
98.0%
Asset type
Retail (essential/net-lease, per trust name) property
Location
Ferndale; Burlington; Stanwood; Mount Vernon, Washington
Financing
All cash. This offering reports no mortgage debt.
Sponsor-reported, from SEC filings and cited sources.
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 and holding four grocery buildings in northwest Washington leased to Safeway Inc. doing business as Haggen.2 Sponsor material describes the offering as all-cash and debt-free.2 Interests are sold privately to accredited investors, and the record flags a possible 721/UPREIT exit into REIT units.
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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These links support the public record as a whole; individual details may come from different sources.
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.
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 describes free-standing, grocery-anchored buildings strung along the I-5 corridor in the North Puget Sound region north of Seattle.2 The same material reports the Trust acquired the portfolio for $84,400,000.2 Beyond that purchase, no property-level event — sale, casualty or litigation — appears in the public record.
- 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?
Sponsor material reports the Trust master-leases the buildings to an Apollo-affiliated tenant, AX Essential Retail Portfolio LeaseCo, LLC, with each store occupied by Safeway Inc. doing business as Haggen, a wholly owned Albertsons subsidiary.2 Those leases are described as absolute-net — the tenant carries taxes, insurance and maintenance — on original 240-month terms with multiple five-year renewal options.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
- Still available
- $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 offering as 100% equity, with no mortgage debt on the portfolio.2 A debt-free DST has no loan maturity, no refinancing decision and no lender that can foreclose — and it supplies no replacement debt to an exchanger who carried a mortgage on the property they sold.
Who's behind it?
Apollo is a global alternative asset manager, and this Trust sits inside its AX Real Estate Exchange 1031 platform. The issuer's 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
- Legal Trust name
- AX Essential Retail Portfolio, DST
- 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?
The original notice has been followed by successive amendments, each stepping up the reported amount sold and the investor count while leaving the offering size unchanged. The issuer reports its first sale occurred November 25, 2025.1 Because the Trust is offered privately rather than advertised, it 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.
- 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?
Top1031 lists AX Essential Retail Portfolio, DST as active because the sponsor is still filing with the SEC. That does not confirm that interests remain available.
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 Form D amendment, filed August 14, 2026, reports the offering as ongoing with equity still unsold as of that date. A Form D is a point-in-time notice filed by the issuer, not a live inventory feed, so the current state of availability sits with Apollo and the broker-dealers selling the offering.
Who is the tenant behind these grocery stores?
Sponsor offering material states the Trust leases the properties to an affiliated master tenant, AX Essential Retail Portfolio LeaseCo, LLC, and that all four stores are leased to Safeway Inc. doing business as Haggen, a Pacific Northwest grocery banner and a wholly owned subsidiary of Albertsons Companies, Inc. The signing entity, any parent guaranty and each lease expiration are set out in the PPM — the private placement memorandum that governs the offering.
How much lease term is left?
Sponsor offering material reports 240-month (20-year) original lease terms with multiple five-year extension options and an approximately ten-year weighted-average remaining term across the portfolio, and gives the Mount Vernon lease an expiration of December 6, 2034. Store-by-store expirations for the other three properties and the mechanics of the renewal options are in the PPM.
What does an all-cash DST mean for a 1031 exchanger?
Sponsor offering material describes this portfolio as debt-free and 100% equity-funded, so no mortgage debt passes through to investors. An exchanger who paid off 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, not something an unleveraged structure solves on its own.
Why is there a master tenant between the Trust and the grocery operator?
A Delaware statutory trust cannot actively operate real estate without risking its tax treatment, so sponsors commonly interpose a master lease. Sponsor offering material identifies AX Essential Retail Portfolio LeaseCo, LLC — an Apollo affiliate — as master tenant, capitalized with a non-interest-bearing $2,864,000 demand note from an Apollo affiliate. What happens if the master tenant defaults is a PPM question.
What is the 721/UPREIT exit referenced for this Trust?
A 721 or UPREIT exit means Trust property may eventually be contributed to a REIT's operating partnership in exchange for OP units rather than sold for cash. This record flags a possible 1031/721 path into Apollo's AX program. OP units are generally not eligible for a later 1031 exchange, and the PPM states whether and how any such conversion may occur.
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.