Fresh Stop II portfolio

4 retail properties in 2 states · sponsored by Madison Capital Group

Fresh Stop II portfolio is a DST sponsored by Madison Capital Group that owns 4 retail properties in 2 states. Its latest Form D, filed Aug 28, 2025, lists a $13.1 million offering with a $100,000 minimum.

Key facts

Minimum investment
$100,000
From the Form D
Offering size
$13,161,798
Equity offered, per the Form D
Sold so far
None reported as of Aug 28, 2025
Form D, Aug 28, 2025
Selling commissions
$789,708 · 6.0% 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.

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, 2025 · 1 filing

No sales reported in a Form D amendment yet. Latest notice Aug 28, 2025.

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Ask a 1031 specialist about this recordFree. About: Fresh Stop II portfolio. Top1031 is not a broker-dealer.

No photo on record. Multiple property locations are on record; no single map.

What does Fresh Stop II portfolio own?

The sponsor's fact sheet lists 2204 Highway 77 in Driscoll, 308 East Pine Street in Frankston and 4730 US-59 in Shepherd, Texas, plus 9590 Ulberton Road in Largo, Florida, 11,414 rentable square feet in all. 3 Madison Capital Group says all were renovated in 2025 and will be re-imaged as Fresh Stop locations, wording that describes a plan rather than a finished rebrand. 2

Reported location
Multi-state (2)
Property size
4 stores

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

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

The sponsor presents the Trust as debt-free: no mortgage on the properties, nothing to refinance, and no Trust-level loan for an exchanger who needs to replace debt from a sold property. 3

Debt

Financing
All cash. This offering reports no mortgage debt.

Costs and terms from the Form D

Selling commissions
$789,708 · 6.0% of offering
Finders’ fees
$0
Paid to officers, directors and promoters
$0 · 0.0% of offering
Form D Item 16
Broker-dealers named in the Form D
1 named in the Form D
Show the firms

Individual representatives named in Item 12 are not listed.

Date of first sale
Not in the Form D
Minimum investment
$100,000

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.

What does the SEC record show?

The Trust's exempt-offering notice, a Form D, reported that its first sale had yet to occur. 1 The exemption claimed permits public advertising of a private placement, but buyers must be accredited investors, people who meet income or net-worth tests the sponsor verifies.

Legal Trust name
Fresh Stop II DST
SEC CIK
2079260
First Form D
Aug 28, 2025
Latest Form D
Aug 28, 2025
Filings on record
1
Offered under
Rule 506(c)
May be advertised publicly. Every buyer’s accredited status must be verified.

SEC Form D filings, newest first

SEC Form D filings for Fresh Stop II portfolio, newest first
FiledFormOffering amountAmount soldFiling on SEC EDGAR
Form D$13,161,798
$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

Is Fresh Stop II portfolio an active offering?
Fresh Stop II portfolio is an Active offering: its latest Form D was filed Aug 28, 2025. 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 does Fresh Stop II DST own?
Madison Capital Group's fact sheet describes a four-property gas station and convenience store portfolio in Texas and Florida totaling 11,414 rentable square feet: 2204 Highway 77 in Driscoll, Texas (Corpus Christi area); 308 East Pine Street in Frankston, Texas (Tyler area); 4730 US-59 in Shepherd, Texas (Houston area); and 9590 Ulberton Road in Largo, Florida (Tampa Bay area). Sponsor materials spell the Houston-area town both "Shepard" and "Shepherd."
Who is the tenant and what kind of lease is in place?
Madison Capital Group's offering page says all four properties are triple-net leased to Fresh Stop, meaning the tenant, not the Trust, carries taxes, insurance and maintenance. The sponsor describes approximately 20 years remaining on the leases and does not publish exact expiration dates on its offering page. The sponsor fact sheet states that rent increases 5% every five years.
Are the stores already operating under the Fresh Stop brand?
Madison Capital Group says the four stores will be re-imaged as Fresh Stop locations, which is a statement of plan rather than a completed rebrand. The same offering page says all four properties were renovated in 2025. Site-by-site branding status, rent commencement and occupancy are matters covered in the offering documents.
Is the Trust financed with a mortgage?
Madison Capital Group's fact sheet presents the Offering as all-cash, with no loan on the properties. Under that description there is no Trust-level mortgage for an exchanger to inherit, which matters for an investor replacing debt from a relinquished property. The Trust's capitalization and any ability of the trustee to borrow later are set out in the offering documents.
Who manages the properties day to day?
The sponsor fact sheet names Madison Commercial Manager, LLC as the party that will manage the Trust's investment activities and day-to-day operations. Madison Capital Group is the sponsor and presents Fresh Stop II DST among its offerings on its website. Because the leases are described as triple-net, the tenant handles taxes, insurance and building upkeep at the store level.
Who can invest, and what is the minimum?
The Form D filed August 28, 2025 claimed the Rule 506(c) exemption, which allows a private placement to be advertised publicly but limits purchasers to accredited investors, people who meet set income or net-worth tests that the sponsor verifies, often with tax returns, brokerage statements or a third-party letter. That notice listed $100,000 as the minimum investment accepted from an outside investor. The governing minimum is stated in the offering documents.

In the news

Sources

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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.