Top1031

InCommercial RMF DST

Net-lease retail property in Houston, Magnolia, and Santa Fe, TX · sponsored by InCommercial

HistoricalLast Form D filed Jul 2, 2025 (opens in a new tab)

InCommercial RMF DST was a DST sponsored by InCommercial that owned 4 net-lease retail properties in Houston, Magnolia, and Santa Fe, TX. Its last Form D was filed Jul 2, 2025.

How it ended

No outcome recorded · under 7 years

The record lists the offering as fully subscribed; the last Form D was filed Jul 2, 2025.

Key facts

Minimum investment
$50,000
From the Form D
Offering size
$18,190,000
Equity offered, per the Form D
Sold
Not reported after the first Form D (Jul 2, 2025)
Form D, Jul 2, 2025
Selling commissions
$1,728,050 · 9.5% of offering
Form D Item 15; the % is our arithmetic
Financing
All cash. This offering reports no mortgage debt.
How it is financed ↓
Offered under
Rule 506(c)
May be advertised publicly. Every buyer’s accredited status must be verified.
Sponsor buyout right
Yes, after 2 years
Offering documents, Jul 2025 · Deal terms ↓

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 →

Using this record to judge the sponsor? A licensed 1031 specialist from our affiliated partner can talk it through with you.

Ask a 1031 specialist about this recordFree. About: InCommercial RMF DST. Top1031 is not a broker-dealer.

What did InCommercial RMF DST own?

Sponsor materials describe operating gas stations with attached convenience stores in Houston, Magnolia, and Santa Fe, carrying the Shell, Valero, Sunoco, and 76 fuel brands. 2 The same summary puts total building area at 12,820 square feet and allocated purchase prices at $15,110,000 across the portfolio, a figure separate from the equity raised. 2 Research reviewed through September 28, 2026 did not establish street addresses, an acquisition closing date, or the seller.

Property address
13204 HWY 6, Santa Fe, TX
Property size
4 properties (SF not disclosed)

Tenant and lease terms are not in the SEC filings or cited sources.

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

InCommercial reported at launch that the portfolio was acquired with investor equity and no senior lender, so there is no loan to refinance, no maturity to clear before a sale, and no lender that could foreclose. 3

Debt

Financing
All cash. This offering reports no mortgage debt.
May convert to a REIT (721)
See Deal terms ↓
Target hold
2–7 years From InCommercial’s offering documents (Jul 2025). As reported by the sponsor.

Costs and terms from the Form D

Selling commissions
$1,728,050 · 9.5% of offering
Finders’ fees
$0
Paid to officers, directors and promoters
$2,527,800 · 13.8% of offering
Form D Item 16
· The filing’s note: “InCommercial RMF Depositor, LLC will be responsible for paying certain expenses of the Issuer of approximately $2,527,800.”
Broker-dealers named in the Form D
1 named in the Form D
Show the firms
  • JCC Capital Markets, LLC · CRD 146776

Individual representatives named in Item 12 are not listed.

Date of first sale
Not in the Form D
Minimum investment
$50,000

Form D Item 15 and Item 16 amounts may be the issuer’s estimates; each percentage is Top1031’s arithmetic on two Form D figures. Item 16 can overlap Item 15, so Top1031 does not add them together. The issuer marked these amounts as an estimate.

What are the deal terms?

From InCommercial’s offering documents (Jul 2025).

Your exit

Can the sponsor's affiliate buy investors out?
Yes, after 2 years

If an investor doesn't respond: paid in cash (a taxable sale)

Rent and the bills

Who pays rent to the trust?
A master tenant affiliated with the sponsor
Who pays for roof and structural repairs?
Investors, through the trust
Who pays if taxes or insurance go up?
The tenant or master tenant
Was the property bought from a sponsor affiliate?
No

Your rights

Can investors remove the manager?
No

What does the SEC record show?

The SEC record here is an original Form D — the short notice an issuer files for a private offering exempt from registration — never amended, so the sponsor's May 19, 2026 full-subscription report appears in no SEC record. The exemption used permits public advertising, but only where each buyer's accredited status is verified rather than self-certified.

Legal Trust name
InCommercial RMF DST
SEC CIK
2071666
First Form D
Jul 2, 2025
Latest Form D
Jul 2, 2025
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

SEC Form D filings, newest first

FiledFormOffering amountAmount sold
Form D$18,190,000
$0
EDGAR

Amounts, investor counts and minimums are as filed with the SEC on Form D. The change lines are Top1031’s arithmetic between consecutive filings; a new Form D notice starts a new count.

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

What happened to InCommercial RMF DST?
InCommercial RMF DST is a Historical offering. The record lists the offering as fully subscribed; the last Form D was filed Jul 2, 2025.
Does InCommercial RMF DST have a 721 UPREIT exit?
The record lists a possible 721 exit for InCommercial RMF DST. The offering documents set whether and when it could happen. In a 721 exchange, or UPREIT, the DST’s property is contributed to a REIT’s operating partnership and investors receive operating-partnership units instead of cash.
How a DST-to-721 UPREIT exit works
Who operates the properties?
Sponsor materials name Panthers Petroleum III LLC as the tenant and operator at all four sites, which carry the Shell, Valero, Sunoco, and 76 fuel brands. Panthers Petroleum is a Houston-based operator that CSP Daily News reported acquired 23 area convenience stores during 2024, reaching 32 locations by mid-2025 according to a July 10, 2025 newswire release. Every property in the Trust depends on that one operator.
Is this a triple-net deal?
The sponsor's own packet does not read consistently. It describes the four property leases as triple-net — the tenant pays taxes, insurance and maintenance — while separately stating that the master lease between the Trust and a sponsor affiliate is not a triple-net lease.
Does the Trust carry mortgage debt?
No. InCommercial described the offering at launch on July 28, 2025 as all-cash with no senior lender, meaning the real estate was acquired with investor equity alone. There is no loan to refinance, no maturity date, and no lender that could foreclose. The tradeoff is that an unleveraged trust generally does not replace mortgage debt for an exchanger who needs to match debt carried on a relinquished property.
What was the minimum investment?
The Form D filed July 2, 2025 reported a minimum outside investment of $50,000 and stated that the offering was made under Rule 506(c), the exemption that allows general advertising provided the issuer verifies each purchaser's accredited status rather than accepting a self-certification.
What is not in the public record for this Trust?
Research reviewed through September 28, 2026 did not establish street addresses for the four sites, the acquisition closing date or the seller, a reconciled lease characterization, tenant financials or any lease guarantor, rent escalation terms, tenant termination or purchase rights, or post-closing financial statements. The full-subscription outcome is sponsor-reported and is not reflected in any amended SEC filing.

In the news

Sources

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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 offering documents before investing.