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

Fresh Stop II DST

Complete offering, sponsor, fee and comparative analysis

Prepared

August 26, 2026

Offering Summary

Offering summary

Fresh Stop II DST is a $13,161,798 all-cash offering sponsored by Madison Capital Group Holdings, LLC. The portfolio comprises four convenience store and gas station properties located across Texas (Driscoll, Frankston, and Shepherd) and Florida (Largo). Originally constructed between 1978 and 2004, the assets will be re-imaged as FreshStop locations under a master lease structure. The offering is structured with zero debt, eliminating financing and interest rate risk. Master tenant income starts at $948,000 in Year 1 and increases to $995,400 in Year 10, translating to a projected initial distribution of 6.75% and an average income of 6.93% over a 7-10 year hold. Total acquisition costs equal $11,240,000 against a total offering equity raise of $13,161,798, of which $11,161,798 has closed and $2,000,000 remains available.

Capital raise

0.0% of the offering is closed

$13,161,798 still available

Closed$0 Reservations$0 Available$13,161,798

$0 of $13,161,798 placed

Total offering equity

$13,161,798

Closed equity

0.0% of offering

Current reservations

Pending subscription

Available equity

$13,161,798

Open for subscription

The total equity offering is $13,161,798, of which $11,161,798 has been closed to date. There are currently no pending reservations, leaving $2,000,000 in remaining equity available for investment.

Offering terms

Sector

Gas station and convenience store properties

Investment Category

DST

Projected First Year Cashflow

6.75%

Avg. 6.93% over term

Min. Cash Investment

—

Min. 1031 Investment

—

Total Offering Price

$13,161,798

$3,290,450 per unit

Offering Debt

N/A - All-Cash

All-equity offering

LTV

N/A - All-Cash

On acquisition price

Units / Tenants

2204 Highway 77, Driscoll, TX 78351; 308 East Pine Street, Frankston, TX 75763; 9590 Ulmerton Road, Largo, Florida 33771; 4730 US-59, Shepherd, TX 77371

Property Age

The four convenience store properties were originally built in 1978, 1988, 2003, and 2004.

The offering is an all-cash portfolio of four gas station and convenience store assets totaling $13,161,798 in equity. The structure offers an initial Year 1 cash flow rate of 6.75% and an average full-term yield of 6.93%. The portfolio carries no debt, fully removing lender refinancing and debt service coverage risks.

Strengths & considerations

Key strengths

All-Cash Structure
N/A - All-Cash
Zero leverage eliminates interest rate exposure, loan maturity, and debt service coverage risk.
Projected Cash Yield
6.75% (Yr. 1)
Yield starts at 6.75% and averages 6.93% across the targeted 7-10 year holding period.
Multi-Asset Diversification
4 Units
Portfolio is distributed across three locations in Texas and one in Florida.

Key considerations

Appraisal Gap
53.03%
Appraised value of $6,980,000 is 53.03% of the total $13,161,798 offering price (88.57% premium).
Asset Vintage
1978 - 2004
The four properties were built between 1978 and 2004, requiring continuous maintenance and re-imaging execution.
Front-End Load
$1,447,798
Total front-end offering expenses and fees represent an upfront load of 6.00% on offering equity.

Key strengths include an all-cash capitalization with 0.00% leverage, removing loan default and interest rate volatility. The portfolio offers geographic diversification across four locations in Texas and Florida. Additionally, the offering provides an initial projected cash distribution of 6.75% supported by master lease reserves of $474,000.

Sources, uses & fee assessment

Capital Sources

Offering Equity
100.0% of offering
$13.16M

Where the Capital Goes

Acquisition Cost
85.4% of offering
$11.24M
Offering Expenses
11.0% of offering
$1.45M
Reserves
3.6% of offering
$474K

Total Offering

$13.16M

All equity — no mortgage debt

Acquisition Cost

$11.24M

85.4% of offering to the property

Total Fees & Expenses

$1.45M

6.00% of offering

Reserves

$474K

3.6% of offering

Sources consist entirely of $13,161,798 in investor equity. Uses comprise $10,750,000 in property acquisition costs, $1,447,798 in total offering expenses and selling fees, $474,000 in master tenant reserves, $100,000 in title and recording costs, $263,236 in dealer fees, and $1,031 in financing expenses.

Risk read

Tone reflects relative strength, not a rating

Valuation Premium

Substantial premium relative to independent real estate appraisal.

The $13,161,798 offering price exceeds the $6,980,000 appraised value by 88.57%, meaning equity is raised at nearly double the physical real estate's current appraised baseline.

Debt & Refinancing

No leverage risk present in capital structure.

The transaction is 100% all-cash equity. There is no debt service, lender maturity, or interest rate risk throughout the holding period.

Asset Quality & Age

Older portfolio vintage requiring operational execution.

Assets constructed between 1978 and 2004 require conversion into FreshStop locations, making performance contingent on successful re-imaging and master lease execution.

Fee Load

Standard to high syndication and disposition fee profile.

Front-end fees and expenses total $1,447,798, accompanied by an annual $60,000 asset management fee and a 4.00% disposition fee at exit.

The primary risk factor is the significant offering premium of 88.57% over the $6,980,000 appraised value, resulting in an appraisal-to-offering ratio of 53.03%. The assets also possess an older average vintage, with construction dates ranging from 1978 to 2004, requiring operational execution on the FreshStop re-imaging plan. Ongoing sponsor fees include an annual asset management fee of $60,000 and a 4.00% disposition fee.

Calculated underwriting metrics

Syndicated Cap Rate

—

NOI ÷ offering price

Upfront Load

6.00%

Total fees ÷ offering price (all-equity offering)

Premium / Discount

88.57%

Offering price vs. appraised value

Offering vs. Acquisition

122.4%

Offering price ÷ acquisition price

Price per Unit

$3,290,450

Offering price ÷ 4 units

Projected distribution rate

Avg 6.84%

Yr 1Term avg.

Yr 1 6.75%Term avg. 6.93%

Distribution rates as extracted from the offering materials.

The offering equity represents an 88.57% premium over the aggregate appraised value of $6,980,000, with appraised value accounting for 53.03% of the total offering price. Total front-end fees and expenses equal $1,447,798, representing an upfront load on equity of 6.00% and an upfront fee to acquisition cost ratio of 22.44% when accounting for all loads and master tenant reserves.

Sponsor

Madison Capital Group Holdings, LLC

Madison Capital Group Holdings, LLC is an established real estate operator managing $6,000,000,000 in assets. The leadership team averages over 20 years of real estate industry experience, though detailed DST-specific historical performance data is not provided in the offering materials.

$6B AUM20+ Yrs ExpGas / C-Store Focus

Portfolio

• The investment opportunity consists of four convenience store properties in Texas and Florida that will be re-imaged as FreshStop locations.

Properties owned or managed

AUM

$6,000,000,000

Across all programs

DST programs

—

Prior DST offerings

AUM in DSTs

—

DST-held assets

Team

—

Disclosed headcount

Sector focus

gas station and convenience store properties

Stated strategy

View Sponsor Dossier

Madison Capital Group Holdings, LLC serves as the sponsor, reporting $6,000,000,000 in assets under management. The firm's senior management team possesses an average tenure of 20+ years in real estate. Specific DST program track record metrics, including past DST count and dedicated DST AUM, are not disclosed.

Sponsor strengths

Large asset management footprint with $6,000,000,000 in total AUM
Senior management team averages 20+ years of industry experience
Zero acquisition fees charged to the DST

Sponsor concerns

DST-specific track record and dedicated DST AUM not disclosed
Employee count and trustee fee schedule not disclosed

The Property

The property

Four C-Store Assets Across Texas and Florida

$10,750,000 acquisition price

Fresh Stop II DST

gas station and convenience store properties

The four convenience store properties were originally built in 1978, 1988, 2003, and 2004.

2204 Highway 77, Driscoll, TX 78351

308 East Pine Street, Frankston, TX 75763

9590 Ulmerton Road, Largo, Florida 33771

4730 US-59, Shepherd, TX 77371

2204 Highway 77, Driscoll, TX 78351; 308 East Pine Street, Frankston, TX 75763; 9590 Ulmerton Road, Largo, Florida 33771; 4730 US-59, Shepherd, TX 77371

4 unitsgas station and convenience store properties

$10,750,000

100.0% of portfolio

Seller: —
Property manager: Madison Capital Group Holdings, LLC

Financing Terms

The Trust has secured an 8-year loan with a fixed interest rate of 5.6%. Prepayment is prohibited during the first 12 months and requires yield maintenance thereafter until near loan maturity.

Leverage profile

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

Loan Amount

N/A - All-Cash

Term

7-10 years

Interest Rate

N/A - All-Cash

Fixed / Variable

N/A - All-Cash

Prepayment Penalty

N/A - All-Cash

DSCR

N/A - All-Cash

Acquisition LTV

N/A - All-Cash

Offering LTV

N/A - All-Cash

Strengths

100% all-cash capitalization
Zero interest rate, DSCR, or loan maturity exposure

Concerns

Absence of leverage limits upside return magnification

Transaction Metrics

The total acquisition cost is $30,369,062.5 based on a purchase price of $28,261,384, reflecting an acquisition cap rate of 5.5% and a syndicated cap rate of 5.49%.

Valuation ladder

Acquisition price$10.75M

Offering price$13.16M+22.4%

Appraised value$6.98M53.0% of offering

Premium / discount to appraised value

88.57%

Cap rate spread & load

Upfront load (all-equity)6.00%equity = offering price

Load net of reserves7.40%

Acquisition Price

$10,750,000

Offering Price

$13,161,798

Appraised Value

$6,980,000

Upfront Load

$2,411,798

Load on Equity

6.00%

Load on Offering Price

6.00%

Acquisition Cap Rate

—

Syndicated Cap Rate

—

Premium / Discount

88.57%

Appraisal / Offering %

53.03%

Less Reserves %

3.60%

Strengths

Acquisition cost established at $10,750,000 with zero acquisition fee

Concerns

Offering price represents an 88.57% premium over appraised value ($6,980,000)

Use of Proceeds

Gross offering equity of $12,625,000 is used alongside debt to fund the property purchase, $1,230,937.5 in front-end expenses, $900,000 in master tenant reserves, and $53,036 in title and recording costs.

Total Fees & Expenses

$1,447,798

% of offering

6.00%

All-equity offering — load on equity equals load on offering price. · $2,411,798 including reserves (18.32% of offering)

Where the offering proceeds go

Acquisition Cost$11.24M85.4%

Offering Expenses$1.45M11.0%

Reserves$474K3.6%

Total fees & expenses

$1.45M

6.00% of offering

Offering expenses

$1.45M

11.00% of offering

Reserves held

$474K

3.60% of offering

Cost of Acquisition

Item	Amount	% Equity	% Offering
Acquisition Fee	$0	0.00%	0.00%
Title & Recording Costs	$100,000	0.76%	0.76%
Reserves (Master Tenant)	$474,000	3.60%	3.60%
Finance Expenses	$1,031	0.01%	0.01%
Total Acquisition Cost	$11,240,000	85.40%	85.40%
Total Acq. Cost (Reserves)	$11,714,000	89.00%	89.00%

Offering Expenses

Item	Amount	% Equity	% Offering
Selling Commissions	$789,708	6.00%	6.00%
Dealer Fee	$263,236	2.00%	2.00%
Wholesaling Fee	$197,427	1.50%	1.50%
BD Due Diligence Allowance	$65,809	0.50%	0.50%
BD Marketing Allowance	$131,618	1.00%	1.00%
O&O Expenses	$0	0.00%	0.00%
Third Party DD	$65,809	0.50%	0.50%
Total Offering Expenses	$1,447,798	11.00%	11.00%
Total Fees / Expenses	$1,447,798	11.00%	11.00%
Total Upfront Fees (Reserves)	$2,411,798	18.32%	18.32%

Strengths

Includes $474,000 in master tenant reserve funding
$11,161,798 of equity already closed

Concerns

Total upfront fees and expenses reach $1,447,798

Sponsor Compensation

Sponsor and affiliate compensation includes a $151,000 annual asset management fee, a 3.0% property management fee on gross monthly revenue, and a 3% disposition fee.

Front-end fee composition

Acquisition Fee$0.00M0.00%

O/O Expense Reimbursement$0.00M0.00%

DST Admin & Accounting$0.03M0.19%

Dealer Fee$0.26M2.00%

Wholesaling Fee$0.20M1.50%

Total front-end sponsor compensation$1,447,798 13.47% of acq. cost

Acquisition Fee

0.00%

O/O Expense Reimbursement

0.00%

DST Admin & Accounting

$25,000

0.19%

Dealer Fee

$263,236

2.00%

Wholesaling Fee

$197,427

1.50%

Total Front-end Fees

$1,447,798

13.47%

Strengths

Acquisition fee is $0
DST Admin and Accounting is included within the Asset Management Fee

Concerns

Disposition fee of 4.00% is elevated
Annual asset management fee of $60,000

Operating & Disposition Fees

The master tenant structure projects master tenant income of $924,000, supported by an upfront master tenant reserve of $900,000.

Ongoing fee rates

Disposition Fee4.00%gross disposition proceeds

Asset Mgmt Fee (annual)

$60,000

Master Tenant Income

$948,000

Property Mgmt Fee

of to 5.00% of gross revenue

Disposition Fee

4.00%

of gross disposition proceeds

Refinancing Fee

N/A

- All-Cash

Strengths

Contracted master tenant income escalates from $948,000 to $995,400
Average projected income over full term is 6.93%

Concerns

Operational success depends on FreshStop brand re-imaging performance

Comparative Analysis

47Composite

Standing

36 of 57

Blended percentile across 12 extracted metrics.

Pricing

66th pct

Leverage

17th pct

Cost

39th pct

Ongoing

32nd pct

Structure

67th pct

Percentile profile

Pricing

Price per unitMin $24KMed $284KMax $1553K$3290K0th

Avg. distribution (term)Min 0.00%Med 5.05%Max 7.00%6.93%98th

Year 1 distributionMin 0.00%Med 4.51%Max 6.00%6.75%100th

Leverage

Loan termMin 1 yrsMed 10 yrsMax 36 yrs7 yrs17th

Cost

Selling commissionMin 0.05%Med 6.00%Max 9.75%6.00%3rd

Total upfront loadMin 1.96%Med 5.97%Max 12.05%11.00%8th

ReservesMin 0.11%Med 5.54%Max 18.84%3.60%43rd

Acquisition feeMin 0.23%Med 2.65%Max 12.07%0.00%100th

Ongoing

Disposition feeMin 1.00%Med 2.95%Max 7.50%4.00%13th

Property management feeMin 2.50%Med 4.25%Max 7.00%5.00%50th

Structure

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

Hold periodMin 1 yrsMed 10 yrsMax 36 yrs7 yrs83rd

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

Year 1 distribution

100th pct

6.75%median 4.51%

Min 0.00%Med 4.51%Max 6.75%

Total upfront load

8th pct

11.00%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
Price per unitPricing	$3290K	$284K	$180K – $418K	+$3006K	0th
Year 1 distributionPricing	6.75%	4.51%	4.40% – 5.00%	+2.24%	100th
Avg. distribution (term)Pricing	6.93%	5.05%	4.75% – 5.31%	+1.88%	98th
Loan termLeverage	7 yrs	10 yrs	9.5 yrs – 10.5 yrs	−3 yrs	17th
Total upfront loadCost	11.00%	5.97%	4.89% – 9.50%	+5.03%	8th
Selling commissionCost	6.00%	6.00%	5.00% – 6.00%	+0.00%	3rd
Acquisition feeCost	0.00%	2.65%	1.89% – 3.77%	−2.65%	100th
ReservesCost	3.60%	5.54%	1.67% – 9.03%	−1.94%	43rd
Property management feeOngoing	5.00%	4.25%	3.00% – 5.00%	+0.75%	50th
Disposition feeOngoing	4.00%	2.95%	2.00% – 3.50%	+1.05%	13th
Equity share of capitalStructure	100.00%	97.50%	52.74% – 100.00%	+2.50%	50th
Hold periodStructure	7 yrs	10 yrs	9.5 yrs – 10.5 yrs	−3 yrs	83rd

Closest comparables

Offering	Sponsor	Cap rate	LTV	DSCR	Load	Hold	Match
Moody Village Towers DST	Moody National Companies	5.07%	37.27%	—	11.67%	—	87%
BR Diversified Industrial Portfolio 7 DST	BIGR Exchange 7 TRS, LLC	6.66%	0.00%	—	9.45%	10 yrs	86%
BR Diversified Industrial Portfolio 8 DST	BIGR Exchange 8 TRS, LLC	6.32%	—	—	9.45%	—	85%
MDI Overland Park Net Lease DST	MDI Sponsor, LLC	—	—	—	9.00%	2.0 yrs	83%
Blue Door Property II DST	Unknown sponsor	6.11%	0.00%	—	10.50%	—	79%
PG Savannah Industrial DST	Peachtree Hotel Group II, LLC	7.40%	0.00%	—	9.50%	—	79%
Sealy Industrial DST	Sealy	—	—	—	9.50%	11 yrs	78%
The Heron DST	CEDARst	5.50%	—	—	9.75%	8 yrs	77%

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.