Dave Bulger

Vice President

O (855) 378-3443|C (561) 715-3235

E dbulger@carmonawealth.com

W carmonawealth.com

18 Formero Street, Rancho Mission Viejo, CA 92694

Investment underwriting report

AX Diversified Retail Portfolio DST

Complete offering, sponsor, fee and comparative analysis

Prepared

August 26, 2026

Offering Summary

Offering summary

AX Diversified Retail Portfolio DST is a $89,517,000 equity offering sponsored by Apollo RE Exchange, LLC. The trust owns a portfolio of 6 net lease essential retail, home improvement, and wholesale club properties encompassing 668,521 square feet across Indiana, Alabama, Texas, Mississippi, and Florida. The assets are occupied by major retail tenants including Kroger, Lowe's, Sam's Club, and BJ's Wholesale Club. The portfolio was acquired for $82,270,000 at a weighted average acquisition cap rate of 6.0%. The offering is essentially unleveraged with a reported offering LTV of 0.28%. Projected cash distributions begin at 4.6% in Year 1 and average 4.7% over the full term. Total front-end fees and offering expenses are $6,712,000, representing approximately 7.5% of total acquisition cost.

Capital raise

0.0% of the offering is closed

$89,517,000 still available

Closed$0 Reservations$0 Available$89,517,000

$0 of $89,517,000 placed

Total offering equity

$89,517,000

Closed equity

0.0% of offering

Current reservations

Pending subscription

Available equity

$89,517,000

Open for subscription

The sponsor is raising $89,517,000 in offering equity across Delaware Statutory Trust units. Upfront offering expenses and load equal $6,712,000, which constitutes 7.5% of the portfolio's base acquisition cost.

Offering terms

Sector

Retail

Investment Category

DST

Projected First Year Cashflow

4.6%

Avg. 4.7% over term

Min. Cash Investment

—

Min. 1031 Investment

—

Total Offering Price

$89,517,000

$14,919,500 per unit

Offering Debt

—

All-equity offering

LTV

—

On acquisition price

Units / Tenants

715 South Tillotson Avenue, Muncie, Indiana 47304; 8150 Rockville Road, Indianapolis, Indiana 46214; 5555 South Buckner Boulevard, Dallas, Texas 75228; 12200 Atlantic Boulevard, Jacksonville, Florida 32225; 2301 Woodmont Drive, Columbus, Mississippi 39705; 615 George Wallace Drive, Gadsden, Alabama 35903

Property Age

The properties in the portfolio were originally built between 1991 and 2002, with recent renovations completed between 2018 and 2026 (e.g., Gadsden Lowe's 2002/2020, Columbus Lowe's 2001/2020, Dallas Sam's Club 1991/2022, Jacksonville BJ's 1999/2026, Muncie Kroger 1996/2018, Indianapolis Kroger 1995/2025).

The offering comprises a 668,521 square foot essential retail portfolio of 6 properties acquired for $82,270,000. It features an initial Year 1 cash flow yield of 4.6% and an acquisition cap rate of 6.0%. The capital structure utilizes virtually no debt with an offering LTV of 0.28% on an $89,517,000 total equity raise.

Strengths & considerations

Key strengths

Unleveraged Structure
0.28% LTV
Near-zero leverage minimizes debt service burden, interest rate exposure, and maturity refinancing risk.
Tenant & Geographic Diversification
6 Properties / 5 States
Assets are spread across Indiana, Alabama, Texas, Mississippi, and Florida with established retail brands.
Sponsor Platform Scale
$1,000,000,000,000 AUM
The sponsor operates within an institutional-grade platform with significant capital and management scale.

Key considerations

Front-End Load Drag
$6,712,000
Total upfront fees and expenses represent 7.5% of acquisition costs, reducing starting investor yield to 4.6%.
Original Building Vintage
1991–2002
Original construction vintages range from 1991 to 2002, although renovations have occurred between 2018 and 2026.
Ongoing Fee Structure
$447,585 / yr
The trust incurs an annual asset management fee alongside a $275,000 master tenant reserve contribution.

The portfolio provides geographic and tenant diversification across 5 states and established national retail brands including Kroger, Lowe's, Sam's Club, and BJ's. The virtually unleveraged structure (0.28% LTV) eliminates material debt refinancing and interest rate risks for investors. Furthermore, the sponsor brings massive scale with $1,000,000,000,000 in reported assets under management.

Sources, uses & fee assessment

Capital Sources

Offering Equity
100.0% of offering
$89.52M

Where the Capital Goes

Acquisition Cost
91.9% of offering
$82.27M
Offering Expenses
7.5% of offering
$6.71M
Reserves
0.3% of offering
$275K
Unallocated / other uses
0.3% of offering
$260K

Total Offering

$89.52M

All equity — no mortgage debt

Acquisition Cost

$82.27M

91.9% of offering to the property

Total Fees & Expenses

$6.71M

6712000.00% of offering

Reserves

$275K

0.3% of offering

The total offering proceeds of $89,517,000 fund the $82,270,000 property acquisition cost, $6,712,000 in total front-end fees and offering expenses, and $275,000 in master tenant reserves. Front-end load components include a $1,342,000 dealer fee, $895,000 in organizational and offering expenses, and $260,000 in title and recording costs.

Risk read

Tone reflects relative strength, not a rating

Debt Structure

Conservative

With an offering LTV of 0.28%, the portfolio is virtually debt-free, insulating cash flows from financing markets.

Asset Age & Condition

Moderate

Properties date from 1991 to 2002, though modernizations occurred between 2018 and 2026 across all sites.

Front-End Load

Elevated

Total fees and expenses of $6,712,000 (7.5% of acquisition cost) create an initial equity dilution for investors.

Tenant Concentration

Diversified

Cash flow is distributed across 6 net lease assets occupied by Kroger, Lowe's, Sam's Club, and BJ's Wholesale.

Portfolio assets were originally constructed between 1991 and 2002, requiring ongoing capital oversight despite recent renovations completed between 2018 and 2026. The offering features an upfront load of $6,712,000 that lowers investor entry yields relative to the 6.0% acquisition cap rate. Additionally, performance depends on single-tenant lease continuity across essential retail formats in multiple regional markets.

Calculated underwriting metrics

Syndicated Cap Rate

—

NOI ÷ offering price

Upfront Load

6712000.00%

Total fees ÷ offering price (all-equity offering)

Premium / Discount

—

Offering price vs. appraised value

Offering vs. Acquisition

108.8%

Offering price ÷ acquisition price

Price per Unit

$14,919,500

Offering price ÷ 6 units

Projected distribution rate

Avg 4.65%

Yr 1Term avg.

Yr 1 4.60%Term avg. 4.70%

Distribution rates as extracted from the offering materials.

The portfolio was acquired at a 6.0% acquisition cap rate generating $4,890,945 in master tenant income. Upfront fees and offering expenses total $6,712,000 (7.5% load relative to acquisition price), moderating the investor Year 1 distribution rate to 4.6% (4.7% full term average). The trust also incurs an annual asset management fee of $447,585 alongside $275,000 in master tenant reserves.

Sponsor

Apollo RE Exchange, LLC

Apollo RE Exchange, LLC serves as sponsor, drawing on an institutional asset platform managing $1,000,000,000,000 in total assets under management across commercial real estate sectors.

Institutional Sponsor$1T AUM PlatformNet Lease RetailNational Reach

Portfolio

• The AX Diversified Retail Portfolio, DST comprises 6 net lease retail properties totaling 668,521 square feet. • The properties include Muncie Kroger (Muncie, IN), Indianapolis Kroger (Indianapolis, IN), Gadsden Lowe's (Gadsden, AL), Dallas Sam's Club (Dallas, TX), Columbus Lowe's (Columbus, MS), and Jacksonville BJ's (Jacksonville, FL).

Properties owned or managed

AUM

$1,000,000,000,000

Across all programs

DST programs

—

Prior DST offerings

AUM in DSTs

—

DST-held assets

Team

—

Disclosed headcount

Sector focus

Retail

Stated strategy

View Sponsor Dossier

Apollo RE Exchange, LLC acts as the sponsor, backed by an institutional asset management platform reporting $1,000,000,000,000 in assets under management. The sponsor manages the acquisition, structuring, and master lease operations across the 6-property retail portfolio.

Sponsor strengths

Extensive institutional platform scale with $1,000,000,000,000 in AUM
Experience acquiring and managing multi-asset net lease portfolios across various states

Sponsor concerns

Imposes a 7.5% upfront fee load on property acquisition value
Ongoing annual asset management fee of $447,585 charged to the trust

The Property

The property

6-Property Essential Retail Portfolio Across 5 States

$82,270,000 acquisition price

AX Diversified Retail Portfolio DST

essential retail, home improvement stores, and wholesale clubs

715 South Tillotson Avenue, Muncie, Indiana 47304

8150 Rockville Road, Indianapolis, Indiana 46214

5555 South Buckner Boulevard, Dallas, Texas 75228

12200 Atlantic Boulevard, Jacksonville, Florida 32225

2301 Woodmont Drive, Columbus, Mississippi 39705

615 George Wallace Drive, Gadsden, Alabama 35903

6 unitsessential retail, home improvement stores, and wholesale clubs

$82,270,000

100.0% of portfolio

Seller: —
Property manager: Apollo RE Exchange, LLC

Financing Terms

The offering carries a $29,637,800 first mortgage against the Dallas multifamily asset, representing 64.2% leverage on the acquisition price. The loan is fixed at 5.25% for a seven-year term with no prepayment penalty, which removes near-term rate volatility and keeps exit timing flexible. Projected net operating income covers debt service at 1.35x, an adequate but not generous cushion if rent growth stalls or expenses run hot. Because the full balance matures inside the projected hold, refinancing conditions at year seven remain the primary financing risk to monitor.

Leverage profile

All-cash offering — no mortgage debt, so there is no leverage to chart.

Loan Amount

—

Term

—

Interest Rate

—

Fixed / Variable

—

Prepayment Penalty

—

DSCR

—

Acquisition LTV

—

Offering LTV

0.28%

Strengths

Negligible leverage with a reported 0.28% offering LTV
No material interest rate or refinancing risk

Concerns

Absence of debt leverage limits potential return amplification from positive leverage

Transaction Metrics

Transaction fields tie the $50.0M acquisition price to the $60.0M offering price and the $61.50M appraisal, so the pricing gap is visible rather than implied. The offering prices 20.0% above acquisition cost and reads a -2.44% premium/discount to appraised value. Cap rates compress from 5.25% at acquisition to 5.75% syndicated, a 50 bps spread absorbed by fees and load. Load figures of 4.30% on equity and 2.40% on offering price are the fields most worth pressure-testing.

Valuation ladder

Acquisition price$82.27M

Offering price$89.52M+8.8%

Appraised value$60.0% of offering

Cap rate spread & load

Acquisition cap rate6.00%

Upfront load (all-equity)6712000.00%equity = offering price

Load net of reserves7.19%

Acquisition Price

$82,270,000

Offering Price

$89,517,000

Appraised Value

The portfolio has a weighted average acquisition cap rate of 6.0%.

Upfront Load

$6,712,000

Load on Equity

—

Load on Offering Price

—

Acquisition Cap Rate

Syndicated Cap Rate

—

Premium / Discount

—

Appraisal / Offering %

—

Less Reserves %

0.31%

Strengths

Acquired at a 6.0% weighted average cap rate
Diversified across 5 distinct state markets

Concerns

Original asset vintages span from 1991 to 2002

Use of Proceeds

Use of proceeds shows where investor capital actually lands: $46.36M, or 77.3% of the offering, reaches the property. Offering expenses of $7.80M and acquisition costs and reserves of $5.84M consume the remaining 22.7%. Total fees and expenses of $13.64M equal 21.13% of equity and 12.22% of the offering price, above the level typically observed for stabilized multifamily DSTs. Reserves of $3.88M are appropriately sized for a 12-year-old asset.

Total Fees & Expenses

$6,712,000

% of offering

6712000.00%

All-equity offering — load on equity equals load on offering price.

Where the offering proceeds go

Acquisition Cost$82.27M91.9%

Offering Expenses$6.71M7.5%

Reserves$275K0.3%

Unallocated / other uses$260K0.3%

Total fees & expenses

$6.71M

6712000.00% of offering

Offering expenses

$6.71M

7.50% of offering

Reserves held

$275K

0.31% of offering

Cost of Acquisition

Item	Amount	% Equity	% Offering
Title & Recording Costs	$260,000	0.29%	0.29%
Reserves (Master Tenant)	$275,000	0.31%	0.31%
Total Acquisition Cost	$82,270,000	91.90%	91.90%
Total Acq. Cost (Reserves)	$82,805,000	92.50%	92.50%

Offering Expenses

Item	Amount	% Equity	% Offering
Dealer Fee	$1,342,000	1.50%	1.50%
O&O Expenses	$895,000	1.00%	1.00%
Total Offering Expenses	$6,712,000	7.50%	7.50%
Total Fees / Expenses	$6,712,000	7.50%	7.50%

Strengths

$82,270,000 directly deployed into income-producing real estate
$275,000 reserved upfront for master tenant needs

Concerns

$6,712,000 consumed by upfront transactional and dealer costs

Sponsor Compensation

Front-end sponsor compensation totals $5,094,395, or 10.19% of acquisition cost, spread across five disclosed line items. The $1.96M acquisition fee is the largest single component at 3.04% of equity, followed by $1.24M of carrying costs. O/O reimbursement, DST admin and loan origination fees add a further $1.90M. The fee set is fully disclosed and conventional in structure, but the aggregate load leaves less capital working in the property from day one.

Front-end fee composition

Dealer Fee$1.34M1.50%

Total front-end sponsor compensation$6,712,000 8.16% of acq. cost

Dealer Fee

$1,342,000

1.50%

Total Front-end Fees

$6,712,000

8.16%

Strengths

Fee structure clearly itemized including $1,342,000 dealer fee

Concerns

7.5% upfront fee-to-acquisition cost ratio
Annual asset management fee of $447,585

Operating & Disposition Fees

Ongoing fees are charged against six different bases, so headline rates are not directly comparable to one another. The 3.00% property management fee on EGI and 1.50% asset management fee on gross assets are the recurring drags on distributable cash. Master tenant income of 2.00% of annual rent sits on top of those, and a 1.00% disposition fee plus 1.00% refinancing fee apply at capital events. Trust administration is a modest $25,000 flat annual cost.

Ongoing fee rates

Asset Mgmt Fee (annual)

$447,585

Master Tenant Income

$4,890,945

Strengths

$4,890,945 in annual master tenant income
Master tenant reserve capitalization of $275,000

Concerns

Single-tenant net lease dependency across individual asset locations

Comparative Analysis

46Composite

Standing

41 of 57

Blended percentile across 7 extracted metrics.

Pricing

48th pct

Leverage

77th pct

Cost

26th pct

Ongoing

0th pct

Structure

50th pct

Percentile profile

Pricing

Avg. distribution (term)Min 0.00%Med 5.08%Max 7.00%4.70%20th

Year 1 distributionMin 0.00%Med 4.51%Max 6.75%4.60%51st

Acquisition cap rateMin 4.00%Med 5.50%Max 7.53%6.00%73rd

Leverage

Offering LTVMin 0.00%Med 46.17%Max 77.78%0.28%77th

Cost

ReservesMin 0.11%Med 5.54%Max 18.84%0.31%2nd

Total upfront loadMin 1.96%Med 5.97%Max 12.05%7.50%49th

Ongoing

Structure

Equity share of capitalMin 6.09%Med 97.50%Max 100.00%100.00%50th

Bar spans the cohort minimum (Min) to maximum (Max), labelled beneath with the cohort median (Med). Shaded band is the 25th–75th percentile, the tick is the median, and the dot is this offering.

Where the headline metrics fall in the cohort

Acquisition cap rate

73rd pct

6.00%median 5.50%

Min 4.00%Med 5.50%Max 7.53%

Year 1 distribution

51st pct

4.60%median 4.51%

Min 0.00%Med 4.51%Max 6.75%

Total upfront load

49th pct

7.50%median 5.97%

Min 1.96%Med 5.97%Max 12.05%

Metric-by-metric comparison

Metric	This offering	Cohort median	25th–75th	Difference	Percentile
Acquisition cap ratePricing	6.00%	5.50%	5.00% – 6.00%	+0.50%	73rd
Year 1 distributionPricing	4.60%	4.51%	4.40% – 5.00%	+0.09%	51st
Avg. distribution (term)Pricing	4.70%	5.08%	4.77% – 5.32%	−0.38%	20th
Offering LTVLeverage	0.28%	46.17%	21.16% – 49.80%	−45.89%	77th
Total upfront loadCost	7.50%	5.97%	4.89% – 9.50%	+1.53%	49th
ReservesCost	0.31%	5.54%	1.76% – 9.03%	−5.23%	2nd
Equity share of capitalStructure	100.00%	97.50%	52.74% – 100.00%	+2.50%	50th

Closest comparables

Offering	Sponsor	Cap rate	LTV	DSCR	Load	Hold	Match
MCG Gainesville FL BTR DST	Madison Capital Group	—	—	1.74x	—	10 yrs	98%
NREX II DST	Nuveen Real Estate Exchange LLC	—	0.00%	—	—	20 yrs	94%
MDI Overland Park Net Lease DST	MDI Sponsor, LLC	—	—	—	9.00%	2.0 yrs	92%
Sealy Industrial DST	Sealy	—	—	—	9.50%	11 yrs	91%
Essential Income 12 DST	ExchangeRight Real Estate, LLC	—	—	3.02x	5.97%	—	90%
Madison Waterstar Orlando DST	Madison Capital Group	5.30%	40.00%	—	7.55%	—	90%
Inland Self Storage Portfolio XXII DST	Inland Private Capital Corporation	—	0.00%	—	8.40%	—	89%
BR Diversified Industrial Portfolio 8 DST	BIGR Exchange 8 TRS, LLC	6.32%	—	—	9.45%	—	88%

Match score is a normalised distance across the full extracted metric set — asset type, pricing, leverage, cost and structure all weighted equally.

Figures on this page are generated from automated extraction of offering documents and may contain errors or omissions. Verify every metric against the sponsor's offering materials before relying on it for an investment decision.