721 Exchange (UPREIT): How a 1031 DST Converts to REIT Units

A 721 exchange, also called an UPREIT transaction, is how a 1031 DST can end in a REIT instead of a sale. Section 721 of the Internal Revenue Code lets an owner contribute property to a partnership in return for an interest in it without recognizing gain. When a DST's real estate moves into a REIT's operating partnership this way, investors receive operating partnership (OP) units instead of sale proceeds and keep deferring tax. The trade is permanent: OP units are not real property, so the 1031 chain ends there.

What the path actually does

You can go from owning a building you manage yourself to owning a piece of a diversified real estate investment trust, and defer the tax the whole way. It takes two exchanges, done in sequence and often years apart, and it ends in a place you cannot easily leave.

That last part is the thing to understand before anything else. This is not one transaction. It is two separate strategies run back to back, each under its own section of the tax code, each with its own purpose. Take them one at a time.

Leg 1: The 1031 exchange into a DST

You sell an investment property and, instead of pocketing the cash, hand the proceeds to a qualified intermediary who rolls them into a new holding within the fixed deadlines: 45 days to identify the replacement, 180 days to close. This is the like-kind exchange that lets you defer tax by reinvesting in similar property. Here the replacement is beneficial interests in a Delaware Statutory Trust (DST), a structure that holds real estate and, under Revenue Ruling 2004-86, counts as real property for exchange purposes.

What you own afterward is a passive stake. The DST holds the real estate, the sponsor makes every management decision, and you collect distributions tied to the property's net operating income with no vote on how it is run.

The tax result is deferral. Capital gains, depreciation recapture (the tax on the depreciation deductions you claimed over the years), the net investment income tax, and state tax all get deferred, and your basis from the old property carries over into the DST interests.

You hold those interests for the life of the trust, the anticipated hold the offering documents state, often up to ten years, receiving distributions and annual tax documents along the way. The mechanics are ordinary 1031. The one thing that makes this leg different is the DST you pick: it has to be one built with a 721 pathway already in place.

Leg 2: The 721 exchange into REIT OP units

When the DST reaches its planned transition point, the trust does not sell the property and cut checks to investors. Instead the property, or each investor's beneficial interest, is contributed to a REIT's operating partnership, and in return you receive operating partnership units, usually called OP units.

This is a Section 721 exchange, a different animal from a 1031. Section 721 lets you contribute property to a partnership in return for an interest in it without recognizing gain. Because DST interests holding real property are treated as real property under Revenue Ruling 2004-86, they qualify.

What you own afterward is OP units in the REIT's operating partnership. These are not REIT shares. They are partnership interests with their own terms, restrictions, and liquidity.

Again, no gain is recognized. Your basis carries over from the DST interests into the OP units, and the gain from your original sale stays deferred.

What ends the deferral is a sale: selling or redeeming the OP units, converting them to REIT shares and selling those, or any disposition where the cash or other value you receive exceeds your basis.

Who decides, and when

The 721 step is not on the identification form. At the 1031 stage you choose a DST; whether that trust later ends in a sale or a contribution to a REIT is set by its documents and decided at disposition. The exit section of the offering documents and the trust agreement hold the answers, so read them before you identify the DST:

• Is there a 721 provision at all? If the offering documents never mention one, expect a sale or another disposition the documents describe. A sponsor that also runs a REIT does not by itself give a trust a 721 path.
• Who triggers it? Some trusts let investors choose between OP units and cash proceeds at disposition. Others leave the decision to the sponsor, and investors receive units on the sponsor's terms. That difference decides whether you are choosing the path or being told it is happening.
• On what terms? A sponsor proposing a contribution sends a notice naming the receiving REIT, the value it places on the trust's property against the REIT's net asset value, and how many OP units each DST interest becomes. The valuation method is the sponsor's, so ask how it was set.
• Which deadlines apply? None from the exchange rules. The 45-day and 180-day periods govern the 1031 exchange into the DST. A 721 contribution is not a like-kind exchange, so the only window is the election period the sponsor's documents set.

OP units vs. REIT shares

People often assume OP units and REIT shares are the same thing. They are not, and the gaps matter.

Here is the constraint that defines the whole strategy: once you hold OP units, you cannot 1031 out of them. You have moved from real property into securities. To exit, you sell the units and pay tax on the gain. This is the point of no return for your deferral.

Buying REIT shares directly with exchange proceeds is a different question with a different answer: see whether a 1031 exchange can go into a REIT.

Lock-up and liquidity

Lock-up periods on OP units vary by REIT and commonly run one to three years after the 721 exchange. During that window you cannot sell, redeem, or convert.

After lock-up, how easily you can get out depends on the REIT:

• Publicly traded REIT: units may convert to freely tradeable shares, the fullest liquidity of the three.
• Non-traded REIT: redemption programs may exist, but typically at a discount and with volume limits, and secondary markets are thin.
• REIT acquisition or IPO: if the REIT is bought or goes public, units may convert to cash or publicly traded shares.

Before you commit, get the specifics. Ask for the operating partnership agreement and read the sections on redemption, conversion, and transfer restrictions.

How often DSTs end in a 721 exchange

The SEC filing record answers this with counts. In the Top1031 DST census:

• 73 trusts have converted into a REIT through a Section 721 exchange.
• Since the start of 2024, 31 of the 149 dated exit events in the record were 721 conversions.

Conversions cluster by sponsor platform, so one sponsor's program can move a year's count. The 721 Report breaks the record down by year and by sponsor. The directory lists the 1031 DST offerings that plan a 721 exit, as reported by the sponsor, and the newsroom's full-cycle exit reports include the individual conversions it has documented.

Who this path fits, and who it doesn't

The strategy suits a narrow investor. A handful of things tend to line up when it makes sense, and each has a mirror image that rules it out.

Time horizon. The DST ties up capital for the hold its offering documents state, often up to ten years, and the OP unit lock-up of one to three years adds more on top. If there is any real chance you will need the money before then, the illiquidity works against you.

1031 optionality. The path ends the like-kind chain for good. That is fine if you are ready to stop deferring through future exchanges, and a dealbreaker if you want to keep rolling into new properties.

Diversification versus dependency. The appeal is trading a single concentrated property for a diversified REIT platform with institutional management. The cost is a double dependency: you rely on the DST sponsor's execution for the DST's hold, then on the REIT's management and structure indefinitely. If either falls short, you are locked in.

Estate planning. Hold the OP units until death and heirs may receive a stepped-up basis at fair market value, which can wipe out the deferred gain entirely. That is why the path tends to appeal to investors in their sixties and seventies who plan to hold indefinitely.

Size of the gain. The double deferral does the most for investors carrying large embedded gains. When the gain is modest, under $200,000 as a rough marker, the complexity and advisory cost of coordinating a 1031, a DST, and a 721 transition can outweigh what deferral saves.

The tax mechanics, in one example

Numbers make the sequence concrete. Say you sell a property with $500,000 of gain and a $200,000 basis.

1. You 1031 exchange the full $700,000 of proceeds into DST interests. Gain recognized: zero. Your $200,000 basis carries over.
2. Over five years the interests grow to $800,000. Your share of the trust's net rental income was taxed each year, much of it sheltered by depreciation; your basis is $200,000, less that depreciation.
3. You contribute the $800,000 of DST interests to the REIT operating partnership and receive OP units. Gain recognized: zero. Basis carries over again.
4. You hold the units three more years and they reach $900,000. Sell now and you recognize more than $700,000 of gain - the $900,000 value minus a basis that depreciation has pushed below $200,000 - and that is taxable.

Hold the units until death instead, and your heirs take a stepped-up basis at fair market value. All of it, the $500,000 deferred at the first sale and everything built up since, may disappear entirely.

What can still be taxed at the contribution

Section 721 defers gain, but a few rules can produce a tax bill at the contribution or soon after. They depend on the facts of the deal, so they belong in your tax adviser's model rather than a rule of thumb:

• Debt relief. If your share of the property's loan goes down when it moves into the operating partnership, Section 752 treats the reduction as a cash distribution. The part that exceeds your basis is taxable gain.
• Disguised sales. Cash or other value paid to you around the time of the contribution can be treated as a sale of part of the property rather than a contribution (Section 707).
• Later distributions. If the partnership distributes the contributed property to another partner, or distributes other property to you, within seven years, built-in gain can come due (Sections 704(c)(1)(B) and 737).

Two things carry over rather than reset. Your basis in the OP units starts from your basis in the DST interest (Section 722), adjusted for any change in your share of debt, and the operating partnership keeps depreciating the property from that carried-over basis, with Section 704(c) allocating the built-in gain to you rather than to other partners. The depreciation recapture built up since your original sale stays attached and is generally taxed when the units are sold or redeemed. And because a 721 contribution is not a fully taxable disposition, passive losses suspended on the DST interest generally stay suspended rather than becoming deductible in the year of the conversion.

Questions to ask before committing

Before you 1031 into a DST intending to follow the 721 path, get written answers to these:

1. What REIT operating partnership has agreed to accept 721 exchanges from this DST?
2. What are the specific terms of the 721 agreement, including timing conditions and any caps on contributions?
3. What happens if the REIT changes its policy or the agreement is terminated before the 721 exchange occurs?
4. What are the lock-up periods on OP units after the 721 exchange?
5. What redemption or conversion options exist after lock-up, and at what price or discount?
6. What distributions do OP units receive relative to REIT shares?
7. Has this sponsor successfully completed a 721 exchange with prior DST offerings?

If the sponsor cannot answer these cleanly, the 721 pathway is aspirational rather than operational.

Get the coordination right

The strategy only works if four parties move in step: your 1031 qualified intermediary, your tax advisor, the DST sponsor, and the REIT's operating partnership. Each has to understand the full sequence and its own role in it. Miscoordination can mean a failed exchange, a surprise tax bill, or OP unit terms you would not have accepted.

Talk to an advisor who has run this strategy with real investors through both the 1031 and 721 legs. It is not one to attempt without experienced guidance.