Velo Riverside
Multifamily property in Dayton, KY · sponsored by Passco Companies
Active offeringLatest Form D filed Dec 29, 2025 (opens in a new tab)
Velo Riverside is a DST sponsored by Passco Companies that owns a multifamily property in Dayton, KY (265 units). Its latest Form D, filed Dec 29, 2025, lists a $48.9 million offering with a $25,000 minimum.
Key facts
- Minimum investment
- $25,000From the Form D
- Offering size
- $48,900,000Equity offered, per the Form D
- Sold so far
- Form D, Dec 29, 2025; the % is our arithmetic12.2%
- Investors reported
- Form D, Dec 29, 20251
- Selling commissions
- Form D Item 15; the % is our arithmetic$3,740,850 · 7.6% of offering
- Financing
- Leveraged. This offering reports mortgage debt on the property.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
- Dec 29, 2025 · 1 filing
- First sale
- Dec 19, 2025
These are the sponsor’s own numbers. They can lag what has actually sold, and they do not confirm that interests are still available.
- Amount sold
- $6,000,000
- Not yet sold
- $42,900,000
- Investors
- 1
Calculated by Top1031 from the Form D filings, not stated by the sponsor:
12.2% of $48,900,000 sold, calculated by Top1031 from the Form D
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Ask a 1031 specialist about this recordFree. About: Velo Riverside. Top1031 is not a broker-dealer.Velo Riverside · Dayton, KY · Photo: arlingtonproperties.net
What does Velo Riverside own?
Arlington Properties developed Velo Riverside on the Kentucky bank of the Ohio River facing downtown Cincinnati, finishing construction in 2024. 2 Arlington sold it to Passco in late November 2025 for about $76.6 million, nearly double its $47.9 million development cost, the Cincinnati Business Courier reported. 1 Sponsor materials record the depositor buying the interests in owner Velo Riverside, LLC on November 25, 2025, with that entity then merged into the Trust. 2
- Property address
- 1181 Manhattan Boulevard, Dayton, KY
- Property size
- 265 units / 276,262 SF
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?
Leveraged means a mortgage ranks ahead of investor equity; sponsor materials name KeyBank as the lender under Fannie Mae's DUS apartment-loan program. 2 The City of Dayton holds fee title and ground-leases the project to the Trust, which makes payments in lieu of property taxes while the project bonds remain outstanding. 2
Debt
- Financing
- Leveraged. This offering reports mortgage debt on the property.
Costs and terms from the Form D
- Selling commissions
- $3,740,850 · 7.6% of offering
- Finders’ fees
- $0
- Paid to officers, directors and promoters
- $7,487,462 · 15.3% of offeringForm D Item 16· The filing’s note: “Passco Riverside Depositor, LLC will be responsible for paying certain fees and costs of approximately $7,487,462.”
- Broker-dealers named in the Form D
- 1 named in the Form D
Show the firms
- Passco Capital, Inc. · CRD 117323
Individual representatives named in Item 12 are not listed.
- Date of first sale
- Dec 19, 2025
- Minimum investment
- $25,000
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.
Who's behind Velo Riverside?
Passco Companies sponsors Class A apartment DST offerings and manages the communities behind them. Sponsor materials name Passco Companies, LLC as the offering sponsor. 2 Affiliates sit on both sides of this deal: a Passco depositor entity bought the property interests and a Passco affiliate holds the master lease. 2 On May 8, 2026 Passco announced it had closed more than $300 million of first-quarter 2026 transactions, including this acquisition.
- Sponsor
- Offerings on record
What does the SEC record show?
The SEC record here is thin. The issuer's Form D — the brief notice filed after a first sale — reported the offering's first sale as December 19, 2025, and no amendment has followed it. 4 Rule 506(c) permits public advertising, but each investor's accredited status must be verified with documents rather than self-certified.
- Legal Trust name
- Passco Riverside DST
- SEC CIK
- 2095952
- First Form D
- Dec 29, 2025
- Latest Form D
- Dec 29, 2025
- Filings on record
- 1
- Offered under
- Rule 506(c)May be advertised publicly. Every buyer’s accredited status must be verified.
- Source filing
SEC Form D filings, newest first
| Filed | Form | Offering amount | Amount sold | Investors | Filing on SEC EDGAR |
|---|---|---|---|---|---|
| Form D | $48,900,000 | $6,000,000 | 1 | 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 Velo Riverside an active offering?
- Velo Riverside is an Active offering: its latest Form D was filed Dec 29, 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 this Trust actually own?
- One asset: Velo Riverside, a 265-unit apartment community at 1181 Manhattan Boulevard in Dayton, Kentucky, across the Ohio River from downtown Cincinnati. Those materials state that on November 25, 2025 the Passco depositor acquired the interests in owner Velo Riverside, LLC, after which the owner merged into Passco Riverside DST with the Trust surviving.
- Who is the tenant, and how does the Trust collect rent?
- Multifamily means hundreds of residents on comparatively short leases rather than one corporate credit, so income tracks occupancy and turnover. Sponsor materials state the Trust master-leased the entire project to affiliated master tenant Passco Riverside MT, LLC under a lease that runs to March 1, 2036 and is expressly not triple-net, with unaffiliated Arlington Properties, Inc. engaged for day-to-day management.
- Why does the offering size differ from the $89.7 million quoted elsewhere?
- A Form D reports only the securities being sold — the investor equity. Distributor materials for the Trust instead quote the whole capital stack: $48,900,000 of equity alongside $40,801,000 of debt for $89,701,000 of total capitalization, with debt stated at 45.49% of that amount. The debt is an acquisition loan from KeyBank under the Fannie Mae DUS program, carrying a stated 4.85% fixed rate, interest-only until January 1, 2033, and maturing December 1, 2035 with a balloon payment, according to sponsor materials. Both framings can be accurate because they measure different things, and the equity figure is the proposed offering size, not evidence that it was sold.
- Who owns the land, and what is the tax arrangement?
- Sponsor materials state that the City of Dayton holds fee title to the project and leases it to the Trust under an amended ground lease originally dated May 1, 2022. Those materials also state that, while the project bonds remain outstanding, the property operates under an agreement for payments in lieu of taxes rather than ordinary real-property ad valorem taxation. A City of Dayton resolution adopted November 11, 2025 authorized officials to execute documents for the merger into Passco Riverside DST, a related refinancing, and replacement of the existing project bond in the Trust's name; authorization alone does not establish that the replacement bond was issued.
- What is the minimum investment?
- The Form D filed December 29, 2025 states a $25,000 minimum accepted investment. A sponsor executive summary distributed in February 2026 lists a $100,000 minimum, which is common for interests bought with exchange proceeds rather than cash. Individual broker-dealers can also set minimums above what the offering documents require, so confirm the figure that applies to your own exchange.
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.