Cove Diversified Portfolio 94 DST

Diversified: net lease industrial/retail + multi-tenant retail in Multi-state (2) — sponsored by Cove Capital Investments

Minimum investment
$1k
Offering size
$15.6M
How much has sold
3.0%
Asset type
Diversified: net lease industrial/retail + multi-tenant retail
Location
Multi-state (2)
Financing
All cash. This offering reports no mortgage debt.

Sponsor-reported, from SEC filings and cited sources.

Chapter 1

What is this, in one paragraph?

Cove Diversified Portfolio 94 DST is a debt-free Delaware Statutory Trust — a structure that lets accredited investors hold fractional real estate interests qualifying for a 1031 exchange — sponsored by Cove Capital Investments. Sponsor materials describe three properties in Virginia and Kentucky: a 2024 Frito-Lay distribution center, a 2024 Starbucks, and a Walmart shadow-anchored Lexington retail center.1 It is raising under Rule 506(c), which permits public advertising.

0% leverage; min $100k; 2024 Frito-Lay DC + 2024 Starbucks; North Park 97% occupied, Walmart shadow-anchored

Show sources (5)Hide sources (5)

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

City-level mapLexington, KY metroCity-level location. Exact address not publicly confirmed.

On a 45-day clock? Find day 45 and day 180 from the sale date, then come back to this record.

Chapter 2

What exactly is the property?

Cove Capital said on September 16, 2025 that it had completed the purchase of a portfolio in Norton, Virginia and Lexington, Kentucky to establish the trust.2 The sponsor describes the Frito-Lay distribution center and the Starbucks as new 2024 single-tenant net-lease buildings.1 The Lexington center, North Park Marketplace, sold to a national DST group on July 23, 2025, in a deal brokered by The Palomar Group. The reviewed public materials give no location for the Starbucks.

Property address
North Park Marketplace, Lexington, KY
Property size
3 properties; North Park Marketplace 46,647 SF
Chapter 3

Who is the tenant, and what's the lease?

The sponsor identifies two of the three assets as single-tenant net-lease properties — leases under which the tenant pays taxes, insurance and upkeep — a 2024 Frito-Lay distribution center and a 2024 Starbucks.1 The third, North Park Marketplace, is a multi-tenant center the sponsor reports at 97% occupancy and shadow-anchored by Walmart.1

Chapter 4

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.

How we work out how much has sold

We divide the amount the sponsor reports sold by the offering size in its latest SEC filing, filed Aug 14, 2025.

  • The sponsor reports these amounts itself, and can amend them later.
  • A filing can be behind what has actually sold. It does not confirm that interests are still available.
  • The amount left to sell is the offering size minus the amount sold.
3.0% reported sold
Amount sold
$449,563
Still available
$15,117,010
Investors reported
2
Total offering
$15,566,573
Not enough filings yet to show a trend.
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Chapter 5

How is it financed, and what does it pay?

Cove Capital markets this trust as debt-free: the properties carry no mortgage, so there is no lender, no loan maturity and no foreclosure exposure.1 The trade-off is that an exchanger who must replace mortgage debt from a sold property cannot satisfy that requirement through this trust alone.

Financing
All cash. This offering reports no mortgage debt.
Chapter 7

What does the paperwork say?

The trust's SEC record consists of a Form D — the short notice claiming a private-placement exemption — reporting a first sale on August 5, 2025, with no amendment in the submissions record reviewed through September 1, 2026.3 Public advertising is allowed under that exemption, but each investor's accredited status must be verified with documents rather than self-certification.

  1. Form D filedFirst and latest filing on record.
Filings on record
1
How it may be offered
Rule 506(c)May be advertised publicly. Every buyer’s accredited status must be verified.

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.

Chapter 8

Common questions

Is Cove Diversified Portfolio 94 DST still raising money?

Top1031 lists Cove Diversified Portfolio 94 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 Cove Diversified Portfolio 94 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.

What does "debt-free" mean for my exchange?

Cove Capital's offering page states the trust uses no leverage, so the properties carry no mortgage. That removes lender maturity and foreclosure exposure. It also means the trust passes through no debt: an exchanger who sold a mortgaged property and must replace that debt to avoid boot cannot do so through this trust alone, and should confirm the arithmetic with a tax adviser.

What exactly does the trust own?

The sponsor's offering page describes a three-property portfolio: a 2024 Frito-Lay distribution center, a 2024 Starbucks, and North Park Marketplace, a 46,647-square-foot Walmart shadow-anchored multi-tenant retail center in Lexington, Kentucky that the sponsor reports at 97% occupancy. Cove Capital's September 16, 2025 acquisition release gives locations only for the Norton, Virginia industrial asset and the Lexington retail asset; the Starbucks location is not stated in the public materials reviewed.

Is the offering still open?

Public records show one Form D, filed August 14, 2025, reporting a first sale on August 5, 2025, with no amendment or closing notice afterward in the submissions record reviewed through September 1, 2026. Top1031 lists the Trust as raising on that basis, and the amount-sold figure shown is that dated filing snapshot rather than a current balance. Sponsors are not required to file a closing notice, so confirm current availability with the sponsor or a selling broker-dealer.

Who can invest?

The offering is made under Regulation D, Rule 506(c), which allows public advertising but limits purchasers to accredited investors — broadly, individuals meeting SEC income or net-worth tests — whose status the issuer must verify with documents such as tax returns or a third-party letter. A self-certification checkbox is not sufficient under 506(c).

Is there a 721/UPREIT exit?

Top1031's data records no REIT conversion feature for this trust — that is, no 721/UPREIT exit, the route in which a DST's property is contributed to a REIT's operating partnership in return for units. The public materials reviewed do not describe the trust's exit plan. The trust agreement and the Private Placement Memorandum, the offering's governing disclosure document, control what exits are permitted.

What are the biggest open questions in the public record?

Three. First, the identity and location of the sponsor-listed 2024 Starbucks, which no reviewed source places in a city. Second, the price paid for each asset, which is not disclosed. Third, the minimum investment: Cove Capital's offering page states $100,000 while the SEC Form D field reports $1,000 as the minimum accepted from any outside investor, a discrepancy the public record does not resolve. Individual lease terms and expiration dates are also not stated publicly.

Chapter 9

In the news

Cove Capital Investments, LLC Announces the Formation of the Debt-Free Cove Diversified Portfolio 94 DST Offering for 1031 Exchange, Delaware Statutory Trust, and Direct Cash InvestorsOriginal PR Newswire release announcing formation of the Cove Diversified Portfolio 94 DST, a Regulation D, Rule 506(c) offering targeting $15,566,xxx in equity, anchored by a 2024 custom-built industrial facility in Norton, VA and a 46,647 SF multi-tenant retail center in Lexington, KY.