Velo Riverside
Multifamily property in Dayton, KY — sponsored by Passco Companies
11.68 acres, 4 res bldgs, avg 1,042 SF/unit; Cincinnati MSA; exec summary distributed Feb 2026; site veloriversideapartments.com
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These links support the public record as a whole; individual details may come from different sources.
What is this, in one paragraph?
Passco Riverside DST is a Delaware statutory trust — fractional co-ownership of a single property that can serve as 1031 exchange replacement property — raising equity from accredited investors, those meeting SEC income or net-worth tests. It owns Velo Riverside, an apartment community completed in 2024 on the Kentucky bank of the Ohio River across from downtown Cincinnati.1 A Passco affiliate acquired the owning company on November 25, 2025.2
Minimum investment
$25k
Offering size
$48.9M
How much has sold
12.0%
Financing
Leveraged. This offering reports mortgage debt on the property.
Sponsor-reported, from SEC filings and cited 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?
Arlington Properties developed Velo Riverside on the Dayton, Kentucky riverfront facing downtown Cincinnati, and the Cincinnati Business Courier reported the finished community was completed in 2024 and sold to Passco in 2025 for roughly $76.6 million — nearly double its $47.9 million development cost.1 Sponsor materials record the depositor's purchase of all interests in Velo Riverside, LLC, the entity that owned the project, on November 25, 2025.2 Four residential buildings sit on about 11.68 acres.
- Property address
- 1181 Manhattan Boulevard, Dayton, KY
- Property size
- 265 units / 276,262 SF
Who is the tenant, and what's the lease?
There is no single corporate tenant here; income comes from residents on apartment leases. Sponsor materials state the Trust leased the entire project to Passco Riverside MT, LLC, a Passco affiliate, under a master lease, and identify Arlington Properties as the third-party manager overseeing the on-site team.2
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.
12.0% reported sold
- Amount sold
- $6,000,000
- Reported unsold
- $42,900,000
- Investors reported
- 1
- Total offering
- $48,900,000
Not enough filings yet to show a trend.
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How is it financed, and what does it pay?
Leveraged means a first mortgage sits ahead of investor equity: an interest bought here carries a share of that loan, and the lender is paid before beneficial owners are. Sponsor offering data published August 10, 2026 names KeyBank as the lender on a fixed-rate mortgage.3
- Financing
- Leveraged. This offering reports mortgage debt on the property.
Who's behind it?
Passco Companies sponsors Class A apartment DST offerings and manages the communities it buys for them. Its affiliates sit on both sides of this deal: sponsor materials identify Passco Companies, LLC as the sole member of both the trust manager and the master tenant.2 On May 8, 2026 Passco announced it had closed more than $300 million of first-quarter 2026 transactions, including this acquisition.
- Sponsor
- Passco Companies
- May convert to a REIT
- No
- Offerings from this sponsor
- 4 active / 31 total offerings from Passco Companies
Reported by the sponsor. Top1031 does not independently audit sponsor-reported figures.
What does the paperwork say?
The record holds only the initial Form D — the brief notice an issuer files with the SEC after its first sale — with no amendment behind it. The issuer identifies itself there as a Delaware statutory trust organized in 2025.4 The exemption used permits public advertising, but each investor's accredited status must be documented rather than self-certified.
- Form D filedFirst and latest filing on record.
- Legal Trust name
- Passco Riverside DST
- 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 Velo Riverside still raising money?
The sponsor’s SEC filings show the offering raising money within the past 15 months. A filing does not by itself confirm you can still buy in.
Where does Top1031 get the data for Velo Riverside?
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.
What does this Trust actually own?
One asset: Velo Riverside, a 265-unit apartment community at 1181 Manhattan Boulevard in Dayton, Kentucky, on the Ohio River across from downtown Cincinnati. Sponsor materials describe roughly 276,262 rentable square feet on about 11.68 acres, constructed in 2024, and state that on November 25, 2025 the depositor acquired all interests in Velo Riverside, LLC, the entity that owned the project.[2] The Cincinnati Business Courier reported the purchase price at approximately $76.6 million.[1]
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 instead of a single lease term. Sponsor materials state the Trust leased the entire project to a master tenant, Passco Riverside MT, LLC, an affiliate of the depositor and trust manager, with Arlington Properties managing the property day to day.[2] Those materials report 91.69% occupancy on the November 16, 2025 rent roll — a dated figure from the sponsor, not a current occupancy rate.[2]
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. The Form D filed December 29, 2025 states a $48,900,000 offering, which sponsor materials describe as up to 9,780 Class A interests at $5,000 each.[2] Sponsor offering data published August 10, 2026 instead quotes the whole capital stack: that same $48,900,000 of equity plus $40,801,000 of debt, for $89,701,000 of total capitalization at a stated 45.49% loan-to-value.[3] Both framings can be accurate because they measure different things.
What happens with the mortgage before the projected hold ends?
Sponsor offering data published August 10, 2026 describes the $40,801,000 KeyBank loan as fixed at 4.85% with a 10-year term, a seven-year interest-only period and 30-year amortization, interest-only until 2033 and maturing December 1, 2035 — so a balloon balance must be refinanced or the property sold at that point.[3] Those same materials flag that a default under the City of Dayton PILOT agreement could end the property's tax abatement and raise property taxes.[3]
What is the minimum investment?
The Form D filed December 29, 2025 states a $25,000 minimum accepted investment. A Passco executive summary distributed through a 1031 distributor 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 you before naming this Trust as replacement property.
Is the offering still open, and how do I confirm what is left?
Top1031 lists this Trust as raising, based on the December 29, 2025 Form D — the only SEC filing on record for it.[4] Subscriptions move continuously between filings, and no new SEC document is required when they do. Public distributor evidence is inconsistent: a Baker 1031 page for this Trust reported limited availability as of August 10, 2026, while Baker's current-offerings directory listed it as closed with information dated September 8, 2026.[5] If you are inside a 45-day identification window, confirm availability directly with the sponsor or your broker-dealer.
Chapter 9Passco Companies Closes Over $300 Million in Q1 2026 Transactions, Expands Multifamily Portfolio with Strategic AcquisitionsPassco Companies closed over $300 million in Q1 2026 transactions including the acquisition of Velo Riverside (Passco Riverside DST); expansion of multifamily portfolio with strategic acquisitions. Passco Riverside DST — Velo Riverside 265-unit Class A communityPassco Riverside DST is a 265-unit Class A apartment community (Velo Riverside, 1181 Manhattan Blvd.) completed in 2024 on the Northern Kentucky riverfront in Dayton, KY; $89.7M total offering, $100K minimum, 45.49% LTV, 10-yr hold. Arlington Properties sells Velo Riverside apartments for $76.6MArlington Properties sold the 265-unit Velo Riverside riverfront apartment community in Dayton, KY to Passco Cos. for $76.6M in 2025, nearly doubling the $47.9M development cost. Stunning Views, Premier Amenities, Velo RiversideArlington Properties' Velo Riverside in Dayton, KY is a 265-unit luxury riverfront community at Manhattan Harbour with rooftop terrace, fitness center, and pool.