Shaw's Supermarket - Berlin, VT
Retail property in Berlin, VT
Active offeringLatest Form D filed Apr 7, 2026 (opens in a new tab)
Shaw's Supermarket - Berlin, VT is a DST that owns a retail property in Berlin, VT. Its latest Form D, filed Apr 7, 2026, lists a $23.9 million offering with a $50,000 minimum.
Key facts
- Minimum investment
- $50,000From the Form D
- Offering size
- $23,985,832Equity offered, per the Form D
- Sold so far
- None reported as of Apr 7, 2026Form D, Apr 7, 2026
- Selling commissions
- Form D Item 15; the % is our arithmetic$2,038,796 · 8.5% of offering
- 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
- Apr 7, 2026 · 1 filing
No sales reported in a Form D amendment yet. Latest notice Apr 7, 2026.
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Ask a 1031 specialist about this recordFree. About: Shaw's Supermarket - Berlin, VT. Top1031 is not a broker-dealer.No photo on record.
What does the Trust own?
The property is a two-unit retail building in Berlin, Vermont. 1 PREP says it first bought the parcel in July 2022 for an earlier PREP-sponsored offering, before the property went into this Trust. 1 A Vermont Act 250 decision on June 25, 2025 cleared renovation of previously vacant space next to the supermarket for lease to O'Reilly Auto Parts. 2 PREP announced the Trust's acquisition on March 23, 2026. 1
- Property address
- 160 Paine Turnpike North, Berlin, VT
- Property size
- 89,702 SF on 35.75 acres
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 Trust bought the property without a mortgage, so there is no lender, no loan maturity and no refinancing date between the Trust and a future sale. 1 An exchanger replacing a mortgaged property also takes on no replacement debt here, which bears on matching the debt on the property sold.
Debt
- Financing
- All cash. This offering reports no mortgage debt.
- May convert to a REIT (721)
Costs and terms from the Form D
- Selling commissions
- $2,038,796 · 8.5% of offering
- Finders’ fees
- $0
- Paid to officers, directors and promoters
- $525,929 · 2.1% of offeringForm D Item 16· The filing’s note: “Sponsor receives organization and offering expenses of $119,929 + Acquisition fee of $406,000”
- Broker-dealers named in the Form D
- 1 named in the Form D
Show the firms
- PREP Securities, LLC · CRD 188522
Individual representatives named in Item 12 are not listed.
- Date of first sale
- Not in the Form D
- Minimum investment
- $50,000
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.
What are the deal terms?
From PREP Property Group / PREP Exchange’s offering documents (Mar 2026).
Your exit
- Can the sponsor's affiliate buy investors out?
- Yes
Rent and the bills
- Who pays rent to the trust?
- A master tenant affiliated with the sponsor
- Who pays for roof and structural repairs?
- The tenant or master tenant
- Who pays if taxes or insurance go up?
- The tenant or master tenant
- Was the property bought from a sponsor affiliate?
- Yes
Your rights
- Can investors remove the manager?
- Only for cause
- How are disputes with the sponsor resolved?
- In court
Who's behind the Trust?
PREP Exchange is a Park City, Utah based 1031 exchange platform that offers fractional interests in real estate through Delaware Statutory Trusts. 1 It presented this Trust as its first DST on March 23, 2026. 1 The April 7, 2026 Form D names PREP Exchange LLC as a promoter, in the sponsor role. 4
What does the SEC record show?
A Form D, the brief notice an issuer sends the SEC when it sells securities privately, started the offering record; no amendment has followed. 4 Because the offering may be generally advertised, the sponsor verifies each buyer's accredited status, the income or net-worth test, rather than accepting self-certification.
- Legal Trust name
- PREP Essential Net Lease I DST
- SEC CIK
- 2126091
- First Form D
- Apr 7, 2026
- Latest Form D
- Apr 7, 2026
- 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 | Filing on SEC EDGAR |
|---|---|---|---|---|
| Form D | $23,985,832 | $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 Shaw's Supermarket - Berlin, VT an active offering?
- Shaw's Supermarket - Berlin, VT is an Active offering: its latest Form D was filed Apr 7, 2026. 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.
- Does Shaw's Supermarket - Berlin, VT have a 721 UPREIT exit?
- The record lists a possible 721 exit for Shaw's Supermarket - Berlin, VT. It is an option, not a completed transaction; the offering documents set whether and when it can happen. In a 721 exchange, or UPREIT, the DST’s property is contributed to a REIT’s operating partnership and investors receive operating-partnership units instead of cash.
- How a DST-to-721 UPREIT exit works
- Who is the tenant, and how long is the lease?
- Shaw's Supermarkets, an Albertsons grocery banner, is the tenant. PREP Exchange said on March 23, 2026 that Shaw's has leased the Berlin property continuously since March 1997 and agreed to a 15-year extension in December 2024. AltsWire reported on March 30, 2026 that the term runs through December 31, 2039, with six five-year extension options at fair market value. PREP describes the lease as absolute net, meaning the tenant rather than the Trust carries property operating costs.
- What does the debt-free structure mean for a 1031 exchanger?
- PREP Exchange's March 23, 2026 announcement describes the purchase as all cash, with no mortgage on the property. With no trust-level loan, there is no maturity date, no refinancing and no lender consent standing in front of a future sale. There is also no replacement debt in the investment: under exchange rules, debt on a relinquished property that is not replaced with new debt or additional cash counts as boot, the taxable part of an exchange.
- Where did the property come from before this Trust?
- PREP Exchange said on March 23, 2026 that it purchased the same Berlin property in July 2022 for an earlier PREP-sponsored offering, so the asset came out of the sponsor's own programs rather than from an unrelated seller. The sponsor describes the building as roughly 89,702 rentable square feet in two units on about 35.75 acres.
- Why is an auto parts store in a supermarket property?
- O'Reilly Auto Parts occupies the building's second unit as Shaw's subtenant, according to PREP Exchange's March 23, 2026 announcement. A Vermont Act 250 decision issued June 25, 2025 authorized renovating and leasing previously vacant space adjacent to the supermarket, at 160 and 162 Paine Turnpike North, to O'Reilly. A subtenant leases from the tenant, so Shaw's remains the party obligated under the lease.
- Who sponsors this Trust?
- PREP Exchange, a Park City, Utah based 1031 exchange platform, sponsors the Trust, and the Form D filed April 7, 2026 names PREP Exchange LLC as a promoter in the sponsor role. PREP presented this Trust as the platform's first DST in its March 23, 2026 announcement. The same filing reports a $50,000 minimum investment from an outside investor.
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.