InCommercial RMF DST
Net-lease retail (gas station / convenience store) property in Houston, TX — sponsored by InCommercial
Minimum investment
$50k
Offering size
$18.2M
How much has sold
None sold yet
Asset type
Net-lease retail (gas station / convenience store) property
Location
Houston, TX
Financing
All cash. This offering reports no mortgage debt.
Sponsor-reported, from SEC filings and cited sources.
What is this, in one paragraph?
InCommercial RMF DST is a Delaware statutory trust — fractional, passive real estate ownership that can serve as replacement property in a 1031 exchange — holding four Houston-area gas station and convenience store sites bought without mortgage debt. Sponsor materials name a single fuel operator as tenant.3 InCommercial reported on May 19, 2026 that the offering was fully subscribed at nearly $18.2 million, closing it to new investors.2
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
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These links support the public record as a whole; individual details may come from different sources.
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?
The sites operate as gas stations with attached convenience stores under the Shell, Valero, Sunoco, and 76 fuel brands, spread across Houston, Magnolia, and Santa Fe, Texas.3 Sponsor materials put the individual store buildings between roughly 1,900 and 5,500 square feet and report an allocated purchase price totaling $15.11 million.3 Reviewed public materials give city-level locations only; no street address, acquisition date, or seller appears in them.
- Reported location
- Houston, TX
- Property size
- 4 properties (SF not disclosed)
Who is the tenant, and what's the lease?
Sponsor materials name Panthers Petroleum III LLC as the single tenant at all the sites, on 20-year leases labeled triple-net — tenant pays taxes, insurance, and upkeep — running to June 30, 2045.3 The Trust leases the portfolio to an InCommercial affiliate as master tenant, and the sponsor summary cautions that this master lease is not itself triple-net.3
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.
The sponsor reported this offering sold out without filing per-sale amendments, so there is no raise history to show.
How is it financed, and what does it pay?
InCommercial reported at launch that the portfolio was acquired with investor equity and no senior lender.4 With no mortgage, there is no loan to refinance, no maturity to clear before a sale, and no lender that could foreclose. Public filings disclose no loan terms.
- Financing
- All cash. This offering reports no mortgage debt.
Who's behind it?
InCommercial Capital Corporation launched this Trust in July 2025 and describes it as its debut retail motor-fuel Delaware statutory trust.2 The Form D names InCommercial RMF Manager, LLC as manager, InCommercial RMF Depositor, LLC as promoter and depositor, and Erik Conrad as president of the manager.1 The firm's wider business runs on the same asset class: AltsWire reported a fourth motor-fuel fund launch on March 12, 2025 and a fifth on January 14, 2026.
- Sponsor
- InCommercial
- Legal Trust name
- InCommercial RMF DST
- May convert to a REIT
- No
- Offerings from this sponsor
- 1 active / 3 total offerings from InCommercial
Reported by the sponsor. Top1031 does not independently audit sponsor-reported figures.
What does the paperwork say?
This offering could be advertised publicly, which the exemption used here permits only if each buyer's accredited status — meeting the SEC's income or net-worth thresholds — is verified rather than self-certified. The original notice filing has drawn no amendment, and the full-subscription announcement came from the sponsor rather than from an updated SEC record.
- 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.
- 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 InCommercial RMF DST still raising money?
Top1031 lists InCommercial RMF 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 InCommercial RMF 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.
Can I still invest in InCommercial RMF DST?
No. InCommercial announced on May 19, 2026, in a report carried by AltsWire, that the offering was fully subscribed at nearly $18.2 million from accredited investors, which closes it to new investors. The Trust's only filing on the SEC record is the Form D filed July 2, 2025, and no amendment has been reported since.
Who is the tenant at the properties?
Sponsor materials name Panthers Petroleum III LLC as the single tenant across all four sites, on 20-year leases expiring June 30, 2045, with the properties carrying 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 in 2024 under a sale-leaseback expansion strategy, reaching 32 locations by mid-2025 according to a Newswire release.
What does the master lease structure mean here?
The Trust leases the real estate to an InCommercial affiliate, which acts as master tenant and in turn deals with the operating tenant. That layer is standard in DST structures, because a Delaware statutory trust is limited in how actively it can manage property. The sponsor's offering summary labels the property leases triple-net but cautions that the master lease itself is not, so the Trust's rent stream runs through a sponsor affiliate rather than directly from the fuel operator.
Does the Trust carry mortgage debt?
No. InCommercial described the offering at launch 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. No loan terms appear in the SEC filing.
Who sponsored this Trust?
InCommercial Capital Corporation, which launched it in July 2025 as its first retail motor-fuel Delaware statutory trust. The Form D filed July 2, 2025 names InCommercial RMF Manager, LLC as manager, InCommercial RMF Depositor, LLC as promoter and depositor, and Erik Conrad as president of the manager. AltsWire reported additional motor-fuel fund launches by the firm on March 12, 2025 and January 14, 2026.
What is not in the public record for this Trust?
Public materials reviewed through August 31, 2026 do not establish street addresses for the four sites, the acquisition date or seller, tenant financials or any lease guarantor, rent escalations, or any tenant termination or purchase rights. The full-subscription outcome is sponsor-reported and has not been reflected in an amended SEC filing. Those lease and offering terms would be set out in the PPM — the private placement memorandum given to prospective investors — which is not a public document.
Chapter 9InCommercial Fully Subscribes Debut Motor Fuel DST, Raising $18.2 MillionInCommercial Capital Corporation fully subscribed its first Delaware statutory trust, the InCommercial RMF DST, raising nearly $18.2 million from accredited investors for a portfolio of four gas station and convenience store properties in the Houston metropolitan area.