Top1031

Virginia Small Bay 121 DST

Industrial property in Newport News, VA · sponsored by Cove Capital Investments

Active offeringLatest Form D filed Aug 28, 2026 (opens in a new tab)

Virginia Small Bay 121 DST is a DST sponsored by Cove Capital Investments that owns an industrial property in Newport News, VA. Its latest Form D, filed Aug 28, 2026, lists a $16.2 million offering with a $1,000 minimum.

Key facts

Minimum investment
$1,000
From the Form D
Offering size
$16,207,609
Equity offered, per the Form D
Sold so far
17.0%
Form D, Aug 28, 2026; the % is our arithmetic
Selling commissions
$972,457 · 6.0% of offering
Form D Item 15; the % is our arithmetic
Financing
Not in the Form D. The Form D for this offering does not say whether it carries mortgage debt.
How it is financed ↓
Offered under
Rule 506(c)
May be advertised publicly. Every buyer’s accredited status must be verified.

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 →

Sales so far

Latest Form D
Aug 28, 2026 · 1 filing
First sale
Jul 24, 2026

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 28, 2026.

  • 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.
Amount sold
$2,763,824
Not yet sold
$13,443,785
Investors
12

Calculated by Top1031 from the Form D filings, not stated by the sponsor:

17.0% of $16,207,609 sold, calculated by Top1031 from the Form D

Average since first sale
about $2.4 million a month
See how much of this offering has soldSign in by email and confirm you’re an accredited investor.

Weighing this offering for your exchange? A licensed 1031 specialist from our affiliated partner can go through these filings with you.

Ask a 1031 specialist about this recordFree. About: Virginia Small Bay 121 DST. Top1031 is not a broker-dealer.
City-level mapNewport News, VA metroMap shows the city, not the exact address.

No photo on record.

What does Virginia Small Bay 121 DST own?

The Trust's Form D identifies no property, portfolio, or address; the PPM — the sponsor's full private placement memorandum — is where the real estate is formally identified.1 Connect CRE reported on July 29, 2026 that Friedman Real Estate completed the sale of the 81,426-square-foot Technology Center at 813 Diligence Drive in Newport News, Virginia, for $13.4 million.3 CoStar reported that purchase as a Cove Capital DST acquisition on August 18, 2026; neither report names this Trust.2

Reported location
Newport News, VA

How have sales gone?

The Form D record has one sales figure so far, so there is no trend to chart. The figure is in Sales so far ↑.

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

The Form D discloses no loan amount, no lender, and no loan terms, so the public record does not establish whether this Trust carries mortgage debt or owns its property free of it.1 The distinction matters in a 1031 exchange, where debt generally has to be replaced alongside equity.

Debt

Financing
Not in the Form D. The Form D for this offering does not say whether it carries mortgage debt.
May convert to a REIT (721)
Not stated in the public record

Costs and terms from the Form D

Selling commissions
$972,457 · 6.0% of offering
Finders’ fees
$0
Recipients of sales compensation
1 named in the Form D
Show the names
  • FNEX Capital, LLC
Date of first sale
Jul 24, 2026
Minimum investment
$1,000

Form D Item 15 amounts may be the issuer’s estimates; the percentage is Top1031’s arithmetic on two Form D figures.

What does the SEC record show?

Legal Trust name
Virginia Small Bay 121 DST
SEC CIK
2152246
First Form D
Aug 28, 2026
Latest Form D
Aug 28, 2026
Filings on record
1
Offered under
Rule 506(c)
May be advertised publicly. Every buyer’s accredited status must be verified.
Source filing
Read the filings on SEC EDGAR
  1. Form D filedFirst and latest filing on record.

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

Is Virginia Small Bay 121 DST an active offering?
Virginia Small Bay 121 DST is an Active offering: its latest Form D was filed Aug 28, 2026. A Form D filing does not by itself confirm that interests are still available; the sponsor or a registered representative can confirm what is open.
What property is behind this Trust?
The SEC Form D filed August 28, 2026 identifies no property, portfolio, or address; the private placement memorandum is the document that formally establishes what real estate the Trust holds. Connect CRE reported on July 29, 2026 that Friedman Real Estate had sold the 81,426-square-foot Technology Center at 813 Diligence Drive in Newport News, Virginia, for $13.4 million, and CoStar reported on August 18, 2026 that Cove Capital acquired it as a DST offering. Neither report names Virginia Small Bay 121 DST, so the match to this specific Trust is not established by the public record.
Who is the tenant, and what does the lease look like?
The public filing names no tenant and states no lease terms, and no reviewed source establishes lease or occupancy facts for this Trust. Broker listings circulated for the candidate Newport News building are not attributed to the Trust and should not be read as Trust-level disclosure. Tenant identity, square footage, rent, and lease expiration dates would be set out in the PPM and confirmed with the sponsor.
Is this Trust leveraged?
The public record does not say. Form D does not require disclosure of mortgage debt, and no lender, loan amount, interest rate, or maturity appears in the reviewed evidence. A reported $13.4 million purchase price for the candidate building does not by itself reveal any split between debt and equity. Because a 1031 exchange generally requires replacing debt as well as equity, leverage is a term to confirm directly with the sponsor and in the PPM.
Who sold the building, and when?
Connect CRE reported on July 29, 2026 that Friedman Real Estate completed the sale of the 81,426-square-foot Technology Center at 813 Diligence Drive in Newport News, Virginia, for $13.4 million; Newport News Daily reported the same acquisition by Cove Capital on August 20, 2026. The SEC record dates no acquisition: the Form D's July 24, 2026 first-sale date refers to the first sale of securities to an investor, not the purchase of a building.
What does the offering exemption mean for me as an investor?
This Trust is offered under Rule 506(c), the private-placement rule that permits general advertising — websites, emails, listing sites. The tradeoff is that every purchaser must be an accredited investor (meeting SEC income or net-worth tests) and the sponsor must take reasonable steps to verify it, typically through tax returns, brokerage statements, or a letter from your CPA or attorney. Checking a box to self-certify does not satisfy that standard.

In the news

Sources

Show sources (3)Hide sources (3)

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 Private Placement Memorandum before investing.