Talk to a 1031 specialistData updated Jul 2, 2025
Offering size$18.2M
Asset typeNet Lease
LocationHouston, TX
FinancingAll cash
Regulation D exemptionRule 506(c)
Sponsor-reported potential 721/UPREIT exitNo
First filedJul 2, 2025
Last filedJul 2, 2025
Minimum$50k
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.
InCommercial RMF DST is a Delaware statutory trust holding four Texas retail motor fuel outlets leased to Panthers Petroleum III LLC under 20-year master leases expiring June 30, 2045. The properties are Shell- and 76-branded stations in Houston, a Valero-branded site in Magnolia, and a Sunoco-branded site in Santa Fe, together totaling 12,820 square feet with an allocated purchase price of about $15.11 million. It was InCommercial's debut DST offering, structured around an equity raise of roughly $18.2 million. The sponsor reported the offering fully subscribed by accredited investors in May 2026.
All-cash, 0% LTV; 6% yr-1 yield; 20-yr absolute NNN to regional operators (Shell/Valero/Sunoco/76 brands); master lease w/ affiliate; raised $18.2M
4 properties (SF not disclosed)Based on issuer-filed Form D notices through Jul 2, 2025. Amounts are self-reported, may lag current subscriptions, and do not confirm availability. A Form D filing does not mean the SEC approved, endorsed, or verified the offering.
Reported sold as a percentage of stated offering amount0.0%Current Form D data does not support a reliable raise-progress estimate.
Not enough filing history for a trend line.
Capital sold, per latest Form D—
Remaining amount reported in latest Form D$18,190,000
Investor count reported in latest Form DNot disclosed
Stated minimum investment$50,000
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First filedJul 2, 2025
Latest filingJul 2, 2025
Filings tracked1
View filing on SEC EDGARForm D is an issuer notice filing. A filing does not mean the SEC approved, endorsed, or verified the offering.
Offering profile
SEC filings + cited sources
Portfolio and tenant
InCommercial RMF DST holds four Texas retail motor fuel outlets: a Shell-branded station in Houston (2,271 SF, 30% allocation), a Valero-branded site in Magnolia (5,489 SF, 29%), a Sunoco-branded site in Santa Fe (3,169 SF, 21%), and a 76-branded station in Houston (1,891 SF, 20%). The four buildings total 12,820 square feet, with a combined allocated purchase price of $15,110,000. All four are leased to Panthers Petroleum III LLC under 20-year master leases expiring June 30, 2045. 1
Sponsor disclosures describe the concentration profile: single-tenant occupancy at each property, geographic concentration in the Houston MSA, reliance on master tenant Panthers Petroleum III LLC and its affiliated operating company, and that the master lease is not structured as a triple-net lease. 1
Offering
The program was InCommercial's first DST offering. The issuer filed a Form D on July 2, 2025 noting a total offering amount of $18,190,000. 3 In May 2026, the sponsor reported the roughly $18.2 million equity raise fully subscribed by accredited investors, with participation from 16 broker-dealers and RIAs. 2
Sources (3)
In the news
Frequently asked questions
Is InCommercial RMF DST currently active?
InCommercial RMF DST is classified by Top1031 as active. “Active” reflects the latest public record and does not confirm that interests remain available.
Where does Top1031 get the data for InCommercial RMF DST?
Top1031 tracks this offering from SEC Form D filings and cited sponsor disclosures. Filing data may lag current subscriptions and does not mean the SEC approved or verified the offering.