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Carmona Wealth

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

NexPoint Small Bay III DST

Complete offering, sponsor, fee and comparative analysis

Prepared

August 26, 2026

01

Offering Summary

Offering summary

NexPoint Small Bay III DST is a Delaware statutory trust offering sponsored by NexPoint Real Estate Advisors IV, L.P., seeking to raise $50,382,493 in equity alongside $41,000,000 in debt for a total offering price of $91,382,493. The Parent Trust holds 100% of the beneficial interests in two property-level DSTs holding multi-tenant industrial assets: the 136-unit Arapaho Property in Richardson, Texas (407,669 NRSF) and the 41-unit Deerfield Property in Deerfield Beach, Florida (102,245 NRSF). The portfolio was acquired for $41,700,000, with total acquisition costs including reserves reaching $86,671,730. Financing is structured at a 44.9% offering LTV with a fixed interest rate of 5.708% on an interest-only basis for the full loan term. Initial Year 1 cash flow is projected at 4.68%, with a full-term projected average income of 6.5% and an entry acquisition cap rate of 5.5%. Total front-end offering expenses and fees amount to $4,710,763, representing a 9% load on equity, while asset management fees are deferred during Years 1 and 2.

Capital raise

0.0% of the offering is closed

$50,382,493 still available

Closed$0 Reservations$0 Available$50,382,493
$0 of $50,382,493 placed
Total offering equity

$50,382,493

Closed equity

$0

0.0% of offering
Current reservations

$0

Pending subscription
Available equity

$50,382,493

Open for subscription

The equity syndication target is $50,382,493, comprising 55.1% of the total $91,382,493 offering capitalization. Total front-end fees and expenses of $4,710,763 represent 9% of equity proceeds, which include a $755,737 dealer fee, $821,631 for third-party due diligence, and $1,259,562 in combined broker-dealer allowances. Selling commissions are not disclosed in the provided materials.

Offering terms

Sector

Industrial

Investment Category

DST

Projected First Year Cashflow

4.68%

Avg. 6.5% over term

Min. Cash Investment

Min. 1031 Investment

Total Offering Price

$91,382,493

$671,930 per unit

Offering Debt

$41,000,000

5.708% · Interest Only For Full Term

LTV

44.9%

On acquisition price

Units / Tenants

136

Property Age

The Arapaho Property buildings were constructed between 1976 and 1980, while many Deerfield Property buildings were built in 1987-1988 and two additional buildings were built in 2017.

The offering comprises a two-property, 177-unit small bay industrial portfolio totaling 509,914 net rentable square feet located in Texas and Florida. Capitalization consists of $50,382,493 in offering equity and $41,000,000 in debt at a 44.9% LTV. Target investor distributions begin at 4.68% in Year 1 and average 6.5% over the full hold period.

Strengths & considerations

Key strengths

  • Moderate Leverage & Full-Term IO

    44.9% LTV / 5.708% Fixed

    The debt structure features a 44.9% LTV with fixed 5.708% interest and full-term interest-only payments, reducing debt service burdens.

  • Substantial Reserve Capitalization

    $11.17M Reserves

    Capital structure allocates $6,467,631 in lender reserves, $4,500,000 in master tenant reserves, and $200,000 in improvement reserves.

  • Sponsor Scale & Fee Deferral

    $16.6B AUM

    Sponsor manages $16.6B in AUM and defers asset management fees for Years 1 and 2 until Years 9 and 10.

Key considerations

  • Initial Negative Spread

    5.5% Cap vs. 5.708% Debt

    Acquisition cap rate of 5.5% sits below the 5.708% interest rate, relying on master lease support and net operating income growth.

  • Older Property Vintage

    1976-1988 Construction

    The Arapaho buildings date to 1976-1980 and many Deerfield buildings date to 1987-1988, presenting higher potential capital requirements.

  • Undisclosed Selling Commissions

    Not Disclosed

    The provided excerpts omit the explicit broker-dealer selling commission breakdown within total front-end expenses.

Debt capitalization is conservative with a 44.9% LTV and a fixed 5.708% interest rate with interest-only terms for the entire loan duration. Liquidity and credit enhancement are reinforced through $6,467,631 in lender-required reserves and $4,500,000 in master tenant reserves. Sponsor alignment is supported by NexPoint's deferral of asset management fees for Years 1 and 2 until Years 9 and 10.

Sources, uses & fee assessment

Capital Sources

$91.38MTotal offering
  • Offering Equity

    55.1% of offering

    $50.38M
  • Offering Debt

    44.9% LTV on acq.

    $41.00M

Where the Capital Goes

$91.38MDeployed
  • Acquisition Cost

    85.6% of offering

    $78.26M
  • Offering Expenses

    5.2% of offering

    $4.71M
  • Reserves

    21.4% of offering

    $19.58M

Total Offering

$91.38M

Equity $50.38M + debt $41.00M

Acquisition Cost

$78.26M

85.6% of offering to the property

Total Fees & Expenses

$4.71M

5.15% of offering

Reserves

$19.58M

21.4% of offering

Sources total $91,382,493, comprising $50,382,493 in offering equity and $41,000,000 in loan proceeds. Uses fund the $41,700,000 acquisition price, $4,710,763 in offering expenses, $2,179,840 in financing costs, $395,677 in title and recording costs, and substantial reserves including $6,467,631 in lender reserves and $4,500,000 in master tenant reserves.

Risk read

Tone reflects relative strength, not a rating

Leverage & Interest Spread

5.5% Cap vs 5.708% Note

Borrowing cost of 5.708% exceeds the initial 5.5% acquisition cap rate, requiring operating income expansion to enhance net distribution coverage.

Debt Structure

44.9% LTV Fixed IO

Offering maintains a moderate 44.9% debt-to-value ratio with fixed rate pricing and full-term interest-only payments.

Asset Age & Capex

1976-1988 Vintage

A majority of the 509,914 NRSF portfolio was constructed in the 1970s and 1980s, offset in part by $200,000 in improvement reserves.

Liquidity & Reserves

$11.17M Reserves

Substantial liquidity buffers are established with $6,467,631 in lender reserves and $4,500,000 in master tenant reserves.

Portfolio assets feature older vintage construction, with Arapaho built between 1976 and 1980 and portions of Deerfield dating to 1987-1988, which may increase ongoing maintenance needs despite a $200,000 improvement reserve. Initial acquisition cap rate of 5.5% is below the loan interest rate of 5.708%, creating negative leverage in the early hold period. Furthermore, selling commission schedules are omitted from the provided documentation.

Calculated underwriting metrics

Syndicated Cap Rate

NOI ÷ offering price

Upfront Load on Offering

5.15%

Total fees ÷ offering price

Load on Equity

9.00%

Total fees ÷ offering equity

Premium / Discount

Offering price vs. appraised value

Offering vs. Acquisition

219.1%

Offering price ÷ acquisition price

Price per Unit

$671,930

Offering price ÷ 136 units

Projected distribution rate

Avg 5.59%
Yr 1Term avg.
Yr 1 4.68%Term avg. 6.50%

Distribution rates as extracted from the offering materials.

The offering incurs front-end fees of $4,710,763, representing 9.35% of the acquisition cost and a 9% load on equity. The appraisal-to-offering price ratio stands at 86.64%, supported by an as-is appraisal of $43,600,000 for the Arapaho asset. Total upfront fees and lumped reserves aggregate to $13,117,407 relative to the $78,264,323 total acquisition cost.

Sponsor

Sponsor

NexPoint Real Estate Advisors IV, L.P.

NexPoint Real Estate Advisors IV, L.P. is an institutional sponsor overseeing $16.6 billion in assets under management with specialized focus in industrial real estate. The sponsor structured the offering as a multi-tier Parent Trust holding 100% beneficial interests in Arapaho DST and Deerfield DST.

Industrial Focus$16.6B AUMParent Trust StructureFee Deferral Alignment
Portfolio

• The Parent Trust’s portfolio for this offering consists of two Small Bay Properties: the Arapaho Property in Richardson, Texas, with 136 units totaling approximately 407,669 net rentable square feet, and the Deerfield Property in Deerfield Beach, Florida, with 41 units totaling approximately 102,245 net rentable square feet.

Properties owned or managed

AUM

$16,600,000,000

Across all programs

DST programs

Prior DST offerings

AUM in DSTs

DST-held assets

Team

Disclosed headcount

Sector focus

Industrial

Stated strategy

NexPoint Real Estate Advisors IV, L.P. operates as the sponsor, managing approximately $16,600,000,000 in total assets under management with an established sector focus in industrial real estate. The offering uses a multi-tier Parent Trust structure holding 100% beneficial interests in the underlying Arapaho DST and Deerfield DST. Day-to-day management is executed by affiliated managers under the sponsor's executive team.

Sponsor strengths

3
  • Large scale institutional platform with $16.6B in AUM.

  • Dedicated industrial sector specialization.

  • Alignment of interest via deferred asset management fees in Years 1 and 2.

Sponsor concerns

2
  • Selling commission breakdown is not disclosed in the offering materials.

  • Complex multi-tiered Parent Trust and subsidiary DST structure.

02

The Property

The property

Two-Property Small Bay Industrial Portfolio in Texas and Florida

$41,700,000 acquisition price

NexPoint Small Bay III DST

multi-tenant warehouse and industrial facilities

The Arapaho Property buildings were constructed between 1976 and 1980, while many Deerfield Property buildings were built in 1987-1988 and two additional buildings were built in 2017.

136 unitsmulti-tenant warehouse and industrial facilities

$41,700,000

100.0% of portfolio

Seller
Property manager
NexPoint Real Estate Advisors IV, L.P.
03

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

Loan amount$41.00M44.9% of offering · 44.9% LTV
Offering equity$50.38M55.1% of offering
Loan Amount

$41,000,000

Term

Interest Only For Full Term

Interest Rate

5.708%

Fixed / Variable

Fixed

Prepayment Penalty

DSCR

Acquisition LTV

44.9%

Offering LTV

44.9%

Strengths

  • Moderate 44.9% offering LTV provides downside equity protection.
  • Fixed 5.708% interest rate with full-term interest-only payments.

Concerns

  • Interest rate of 5.708% exceeds the entry acquisition cap rate of 5.5%.
04

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$41.70M
Offering price$91.38M+119.1%
Appraised value$43.60M47.7% of offering

Cap rate spread & load

Acquisition cap rate5.50%
Upfront load on offering5.15%
Load on equity9.00%
Load net of reserves-16.27%
Acquisition Price

$41,700,000

Offering Price

$91,382,493

Appraised Value

In connection with the Arapaho Acquisition Closing, the Arapaho Trust obtained an appraisal reflecting a market value for the Arapaho Property "as is" of $43,600,000.

Upfront Load

Load on Equity

9%

Load on Offering Price

Acquisition Cap Rate

5.5%

Syndicated Cap Rate

Premium / Discount

Appraisal / Offering %

86.64%

Less Reserves %

7.08%

Strengths

  • Arapaho Property appraised at $43,600,000 as-is against portfolio purchase price of $41,700,000.

Concerns

  • Total acquisition cost including reserves of $86,671,730 represents a significant increase over base purchase price.
05

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

$4,710,763

% of equity

9.00%

% of offering

5.15%

$13,117,407 including reserves (14.35% of offering)

Where the offering proceeds go

Acquisition Cost$78.26M85.6%
Offering Expenses$4.71M5.2%
Reserves$19.58M21.4%

Total fees & expenses

$4.71M

5.15% of offering

Offering expenses

$4.71M

5.15% of offering

Reserves held

$19.58M

21.42% of offering

Cost of Acquisition

ItemAmount% Equity% Offering
Title & Recording Costs$395,6770.79%0.43%
Reserves (Loan Proceeds)$6,467,63112.84%7.08%
Reserves (Lender Required)$6,467,63112.84%7.08%
Reserves (Master Tenant)$4,500,0008.93%4.92%
Reserves (Lumped)$8,407,40716.69%9.20%
Reserves (Improvements)$200,0000.40%0.22%
Finance Expenses$2,179,8404.33%2.39%
Total Acquisition Cost$78,264,323155.34%85.64%
Total Acq. Cost (Reserves)$86,671,730172.03%94.85%

Offering Expenses

ItemAmount% Equity% Offering
Dealer Fee$755,7371.50%0.83%
BD Due Diligence Allowance$629,7811.25%0.69%
BD Marketing Allowance$629,7811.25%0.69%
O&O Expenses$302,2950.60%0.33%
Third Party DD$821,6311.63%0.90%
Total Offering Expenses$4,710,7639.35%5.15%
Total Fees / Expenses$4,710,7639.35%5.15%
Total Upfront Fees (Reserves)$13,117,40726.04%14.35%

Strengths

  • Substantial reserve funding totaling $6,467,631 in lender reserves and $4,500,000 in master tenant reserves.

Concerns

  • Upfront fees and expenses represent a 9% load on investor equity.
06

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$0.76M1.50%
Total front-end sponsor compensation$4,710,763 11.30% of acq. cost
Dealer Fee

$755,737

1.50%

Total Front-end Fees

$4,710,763

11.30%

Strengths

  • Asset management fees deferred in Years 1 and 2 to align sponsor with early cash distributions.

Concerns

  • Selling commission figures are not disclosed in the provided materials.
07

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)

Asset

Management Fee is deferred in Years 1 and 2 until Years 9 and 10, respectively.

Master Tenant Income

$8,345,026

Strengths

  • Master tenant lease structure provides $8,345,026 in income.
  • Projected full-term average distribution reaches 6.5%.

Concerns

  • Initial acquisition cap rate of 5.5% reflects tight initial asset yields.
08

Comparative Analysis

46Composite

Standing

40 of 57

Blended percentile across 10 extracted metrics.

Pricing

53rd pct

Leverage

45th pct

Cost

66th pct

Ongoing

14th pct

Structure

33rd pct

Percentile profile

Pricing

Price per unitMin $24KMed $284KMax $3290K$672K8th
Acquisition cap rateMin 4.00%Med 5.50%Max 7.53%5.50%48th
Year 1 distributionMin 0.00%Med 4.51%Max 6.75%4.68%58th
Avg. distribution (term)Min 0.00%Med 5.05%Max 7.00%6.50%96th

Leverage

Interest rateMin 3.91%Med 5.11%Max 9.11%5.71%19th
Offering LTVMin 0.00%Med 46.17%Max 77.78%44.90%56th
Acquisition LTVMin 0.00%Med 46.93%Max 84.00%44.90%59th

Cost

Total upfront loadMin 1.96%Med 7.50%Max 12.05%5.15%66th

Ongoing

Asset management feeMin 0.00%Med 0.30%Max 5.08%1.00%14th

Structure

Equity share of capitalMin 6.09%Med 100.00%Max 100.00%55.13%33rd

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

48th pct

5.50%median 5.50%

Min 4.00%Med 5.50%Max 7.53%

Year 1 distribution

58th pct

4.68%median 4.51%

Min 0.00%Med 4.51%Max 6.75%

Acquisition LTV

59th pct

44.90%median 46.93%

Min 0.00%Med 46.93%Max 84.00%

Interest rate

19th pct

5.71%median 5.11%

Min 3.91%Med 5.11%Max 9.11%

Total upfront load

66th pct

5.15%median 7.50%

Min 1.96%Med 7.50%Max 12.05%

Metric-by-metric comparison

MetricThis offeringCohort median25th–75thDifferencePercentile
Acquisition cap ratePricing5.50%5.50%5.00%6.00%0.00%48th
Price per unitPricing$672K$284K$180K$418K+$388K8th
Year 1 distributionPricing4.68%4.51%4.40%5.00%+0.17%58th
Avg. distribution (term)Pricing6.50%5.05%4.75%5.31%+1.45%96th
Acquisition LTVLeverage44.90%46.93%18.89%50.20%−2.03%59th
Offering LTVLeverage44.90%46.17%2.67%49.80%−1.27%56th
Interest rateLeverage5.71%5.11%5.00%5.35%+0.60%19th
Total upfront loadCost5.15%7.50%4.89%9.50%−2.34%66th
Asset management feeOngoing1.00%0.30%0.16%0.40%+0.70%14th
Equity share of capitalStructure55.13%100.00%52.74%100.00%−44.87%33rd

Closest comparables

OfferingSponsorCap rateLTVDSCRLoadHoldMatch
FREX DB SERIES I DSTFortress Real Estate Exchange LLC47.10%5.55%11 yrs93%
NexPoint Waterford DSTNexPoint Real Estate Advisors IV, L.P.5.28%48.60%2.01x4.80%10 yrs91%
HPI Deer Creek DSTHamilton Point Investments LLC6.00%47.50%2.02x5.14%10 yrs91%
Net-Leased Portfolio 76 DSTExchangeRight Real Estate, LLC43.32%1.35x4.08%14.7 yrs91%
BR Amira DSTBluerock Value Exchange5.64%46.17%1.80x5.06%10 yrs89%
MDRR XXV Tesla DST 1MDRR Sponsor TRS, LLC6.00%47.32%2.32x3.69%5 yrs89%
Passco Preston Ridge DSTPASSCO5.00%46.93%2.06x4.06%89%
CS1031 Cacema Townhomes DSTCapital Square Realty Advisors, LLC5.32%44.39%2.10x5.37%10 yrs89%

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.