Velo Riverside
Multifamily property in Dayton, KY — sponsored by Passco Companies
Files with the SEC as Passco Riverside DST
Sponsor-reported, from SEC filings and cited sources.
What is this, in one paragraph?
Passco Riverside DST is a Delaware statutory trust — fractional ownership of a single property, usable as 1031 exchange replacement property — raising equity from accredited (income- or net-worth-qualified) investors. It owns Velo Riverside, an apartment community on the Kentucky bank of the Ohio River across from downtown Cincinnati, completed in 2024 and bought by Passco Companies in late 2025.3
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.
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 at Manhattan Harbour on the Northern Kentucky riverfront, finishing construction in 2024.3 Cincinnati Business Courier reported that Arlington sold the completed community to Passco Companies for $76.6 million, nearly double its $47.9 million development cost and Greater Cincinnati's largest publicly disclosed 2025 transfer.3 Offering materials describe four residential buildings on roughly 11.68 acres with 430 parking spaces.4 The property-owning LLC merged into the Trust on November 25, 2025.2
- 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 — income comes from residents on apartment leases. The memorandum states the Trust leases the entire project to Passco Riverside MT, LLC, an affiliate of the depositor and trust manager, which runs day-to-day operations, and discloses that this master tenant was newly formed with limited capital.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.
- Amount sold
- $6,000,000
- Still available
- $42,900,000
- Investors reported
- 1
- Total offering
- $48,900,000
How is it financed, and what does it pay?
Investor equity sits on top of mortgage debt, so an interest bought here carries a share of that loan. The memorandum states that when the Trust took title in November 2025 it borrowed $40,801,000 from KeyBank, National Association under the Fannie Mae DUS program, an agency channel for multifamily lending.2
- Financing
- Leveraged. This offering reports mortgage debt on the property.
Who's behind it?
Passco Companies sponsors the Trust and, through affiliates, sits on both sides of the master lease; the memorandum names Passco Riverside Depositor, LLC as the entity that formed the Trust on September 30, 2025 and then acquired the property owner.2 Passco is a repeat multifamily sponsor with a long-running Delaware statutory trust program. On May 8, 2026 it announced closing more than $300 million of first-quarter 2026 transactions, including the Velo Riverside acquisition.
- Sponsor
- Passco Companies
- Legal Trust name
- Passco Riverside DST
- 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 — and no amendment has followed.1 The exemption used permits public advertising of the offering, but each investor's accredited status must be verified with documents rather than self-certified.
- 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 Velo Riverside still raising money?
Top1031 lists Velo Riverside 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 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 waterfront across from downtown Cincinnati. Arlington Properties developed it and construction was completed in 2024. The private placement memorandum — the offering's governing disclosure document — states that the depositor acquired all interests in the property owner, Velo Riverside, LLC, and that the owner was then merged into the Trust on November 25, 2025, with Passco Riverside DST surviving. It states acquisition consideration of $78,566,250 gross, including a $1,916,250 advisory fee, on a $76,650,000 net purchase price.
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. The memorandum states the Trust leased the entire project to a master tenant, Passco Riverside MT, LLC, an affiliate of the depositor and trust manager, whose expected income source is project operations; it also discloses that the master tenant was newly formed and had limited capital. A property table in the memorandum reports 91.70% occupancy and a $1,993 average rent, but those figures are undated in that document and are not a statement about occupancy today.
Why does the offering size differ from figures quoted elsewhere?
A Form D reports only the securities being sold — the investor equity. Sponsor and distributor material often quotes the whole capital stack instead. A distributor's offering page, in an August 10, 2026 update, described up to 9,780 Class A beneficial interests at $5,000 each for a maximum equity offering of $48,900,000 within total capitalization of $89,701,000; the memorandum states a $40,801,000 KeyBank loan alongside the equity. Both framings can be accurate because they measure different things, and the memorandum's sources-and-uses table settles which figure is which.
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 distributor in February 2026 lists a $100,000 minimum, which is common for interests bought with 1031 exchange proceeds rather than cash. Individual broker-dealers can also impose minimums higher than the offering documents require, so confirm the number 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. A distributor page described availability as limited in an August 10, 2026 update, which is a secondary claim. Availability moves continuously between filings, with no new SEC document required, and intermediary pages can lag actual sales. If you are inside a 45-day identification window, confirm current remaining equity directly with the sponsor or your broker-dealer rather than relying on any published figure.
Could this Trust roll into a REIT later?
Nothing in the pipeline data flags this Trust as having a 721/UPREIT exit — the structure in which a DST's property is contributed to a REIT's operating partnership in exchange for units instead of being sold for cash. The memorandum and the Trust's own documents govern exit rights, so read the sale and disposition sections rather than assuming either path.
