Top1031

Net Lease 2, DST

Net lease property · sponsored by PrimeDST

HistoricalLast Form D filed Mar 28, 2024 (opens in a new tab)

Net Lease 2, DST was a DST sponsored by PrimeDST that owned a net lease property. Its last Form D was filed Mar 28, 2024.

How it ended

No outcome recorded · under 7 years

The record lists the offering as fully subscribed; the last Form D was filed Mar 28, 2024.

Key facts

Minimum investment
$100,000
From the Form D
Offering size
$12,705,593
Equity offered, per the Form D
Sold
Not reported after the first Form D (Mar 28, 2024)
Form D, Mar 28, 2024
Selling commissions
$1,143,503 · 8.9% of offering
Form D Item 15; the % is our arithmetic
Financing
Not in the Form D. The Form D for this offering does not say whether it carries mortgage debt.
Offered under
Rule 506(b)
General advertising and solicitation are not permitted under this exemption.

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 →

Using this record to judge the sponsor? A licensed 1031 specialist from our affiliated partner can talk it through with you.

Ask a 1031 specialist about this recordFree. About: Net Lease 2, DST. Top1031 is not a broker-dealer.

What did Net Lease 2, DST own?

Top1031 classifies the asset as net lease, and that is where the public record stops. A Form D carries no property detail, and the sponsor's own offering directory shows the location as not stated. 2 PrimeDST describes its focus as fully leased, single-tenant properties with investment-grade credit tenants in prime U.S. locations. No address, building, square footage or acquisition record for this specific Trust appears in the reviewed sources.

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

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

Debt

Financing
Not in the Form D. The Form D for this offering does not say whether it carries mortgage debt.

Costs and terms from the Form D

Selling commissions
$1,143,503 · 8.9% 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 was offered under Rule 506(b) — a private placement sold without general advertising, to accredited investors the sponsor already has a relationship with. The filing named Matthew Rabinowitz as signature trustee and indicated the first sale had yet to occur; no amendment ever followed. 1

Legal Trust name
PrimeDST Net Lease 2, DST
SEC CIK
2017512
First Form D
Mar 28, 2024
Latest Form D
Mar 28, 2024
Filings on record
1
Offered under
Rule 506(b)
General advertising and solicitation are not permitted under this exemption.
Source filing
Read the filings on SEC EDGAR

SEC Form D filings, newest first

FiledFormOffering amountAmount sold
Form D$12,705,593
$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

What happened to Net Lease 2, DST?
Net Lease 2, DST is a Historical offering. The record lists the offering as fully subscribed; the last Form D was filed Mar 28, 2024.
What property does this Trust own?
Nothing in the reviewed public record identifies it. The Form D filed with the SEC contains no property information, and JRW Investments' own PrimeDST offering directory shows the location as not stated. Top1031 classifies the asset type as net lease, consistent with PrimeDST's stated focus on fully leased, single-tenant, investment-grade-credit properties, but no address, tenant, lease term or occupancy figure for this specific Trust is public.
Why does the SEC filing look different from the sponsor's status?
The two records conflict and neither has been reconciled publicly. The Form D filed March 28, 2024 reported that the first sale had yet to occur, and no amendment was ever filed to update it. The sponsor separately lists the offering as closed with a March 15, 2024 investment date. Sponsors are not always diligent about amending a Form D after a raise completes, so an unamended filing is not by itself proof that no capital was raised.
What was the minimum investment?
The Form D states a $100,000 minimum investment for outside investors. That is a common threshold for DST offerings, though a 1031 exchange investor's actual subscription is usually driven by the amount of relinquished-property proceeds they need to place.
Is there any reported outcome for this Trust?
No outcome is reported yet in the reviewed sources. There is no public disposition record, no sale announcement, and no later entity-specific SEC filing establishing a property event. The Trust also carries no REIT conversion feature — no 721/UPREIT exit, in which a DST's property is contributed to a REIT's operating partnership in exchange for units — according to Top1031's record.
Who is behind this Trust?
PrimeDST, an affiliate of JRW Investments in Pasadena, California, sponsors the offering, and Matthew Rabinowitz signed the Form D as signature trustee. Top1031's record shows two total offerings from PrimeDST, none currently raising. The affiliated brokerage, JRW Realty, remains active in national single-tenant net lease acquisitions, reporting $210.8 million of client acquisitions in the third quarter of 2025.

In the news

Sources

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These links support the record as a whole; individual details may come from different sources.

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.