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

Sealy Industrial DST

Complete offering, sponsor, fee and comparative analysis

Prepared

August 26, 2026

Offering Summary

Offering summary

Sealy Industrial DST is an all-equity Delaware Statutory Trust offering sponsored by Sealy & Company, seeking to raise $40,468,388 in total offering equity. The trust is acquiring an industrial warehouse property located at 4210 West 67th Street in Indianapolis for a purchase price of $33,400,000. With an offering LTV of 0% and $0 in offering debt, the structure eliminates debt service and refinancing obligations across its projected hold period of ~11 Years. Cash flow distributions are projected at 4.81% in Year 1 and average 5.15% over the full term. Total acquisition costs equal $36,623,891, which includes $334,000 in reserves, while total front-end fees and expenses total $3,844,497 alongside carrying costs of $1,618,736. Sealy & Company brings dedicated industrial expertise, managing over $3.0 billion in assets across 28 markets.

Capital raise

0.0% of the offering is closed

$40,468,388 still available

Closed$0 Reservations$0 Available$40,468,388

$0 of $40,468,388 placed

Total offering equity

$40,468,388

Closed equity

0.0% of offering

Current reservations

Pending subscription

Available equity

$40,468,388

Open for subscription

The offering seeks to raise $40,468,388 in equity with no leverage. Front-end expenses and syndication costs include a $668,000 acquisition fee, $1,011,710 in dealer fees, and $500,000 in organization and offering expenses.

Offering terms

Sector

Industrial

Investment Category

DST

Projected First Year Cashflow

4.81%

Avg. 5.15% over term

Min. Cash Investment

—

Min. 1031 Investment

—

Total Offering Price

$40,468,388

Offering Debt

All-equity offering

LTV

—

On acquisition price

Units / Tenants

—

4210 West 67th Street, Indianapolis

Property Age

—

The offering covers a single industrial warehouse located in Indianapolis, acquired for $33,400,000 with a total offering equity of $40,468,388. The trust operates without debt (0% LTV) and features an ~11-year targeted hold period. Distributions are projected at 4.81% for Year 1 and 5.15% on average over the full term.

Strengths & considerations

Key strengths

All-Equity Capitalization
0% LTV
Operating with $0 debt fully insulates the trust from debt maturities and interest rate fluctuations.
Established Sponsor Scale
>$3.0B AUM
Sealy & Company manages over $3.0 billion across 28 markets with over 100 dedicated employees.
Predictable Distribution Profile
4.81% to 5.15%
Projected income distributions begin at 4.81% in Year 1 and average 5.15% across the ~11-year term.

Key considerations

Single-Asset Exposure
1 Property
Cash distributions and capital preservation depend entirely on the performance of a single facility in Indianapolis.
Extended Hold Horizon
~11 Years
The targeted duration of approximately 11 years requires a long-term capital commitment.
Upfront Load and Expenses
$3,844,497
Total front-end offering expenses and fees represent a significant capital deduction before net operations.

The offering features a completely unleveraged structure with 0% LTV, removing interest rate and debt maturity risks entirely. The sponsor possesses strong industrial domain expertise with over 100 employees and more than $3.0 billion in AUM across 28 markets. Projected returns provide stable income growth, scaling from 4.81% in Year 1 to a 5.15% average over the holding period.

Sources, uses & fee assessment

Capital Sources

Offering Equity
100.0% of offering
$40.47M

Where the Capital Goes

Acquisition Cost
90.5% of offering
$36.62M
Offering Expenses
9.5% of offering
$3.84M
Reserves
0.8% of offering
$334K

Total Offering

$40.47M

All equity — no mortgage debt

Acquisition Cost

$36.62M

90.5% of offering to the property

Total Fees & Expenses

$3.84M

6.00% of offering

Reserves

$334K

0.8% of offering

Sources are comprised entirely of $40,468,388 in offering equity with no third-party debt financing. Uses include the $33,400,000 acquisition price, $3,844,497 in front-end fees and offering expenses, $1,618,736 in carrying costs, and $334,000 in reserves.

Risk read

Tone reflects relative strength, not a rating

Leverage Risk

Zero debt completely eliminates lender default and refinancing risks.

The trust operates with $0 debt and a 0% LTV over the entire anticipated holding period.

Concentration Risk

Single-asset portfolio exposes investors to localized market and tenant dynamics.

The investment is tied exclusively to a single industrial warehouse located at 4210 West 67th Street in Indianapolis.

Upfront Fee Load

Upfront expenses and carrying costs reduce initial net capital allocation.

Total front-end fees and expenses are $3,844,497 with carrying costs of $1,618,736 on a $40,468,388 equity raise.

Liquidity & Duration

Extended anticipated hold limits liquidity options.

The targeted holding period is approximately 11 years, requiring an extended capital commitment.

Investment risks include single-asset concentration in an Indianapolis industrial property and an extended anticipated hold period of ~11 Years. These factors are balanced by an all-equity capitalization that eliminates refinancing and debt service default risks.

Calculated underwriting metrics

Syndicated Cap Rate

—

NOI ÷ offering price

Upfront Load

6.00%

Total fees ÷ offering price (all-equity offering)

Premium / Discount

—

Offering price vs. appraised value

Offering vs. Acquisition

121.2%

Offering price ÷ acquisition price

Price per Unit

—

Offering price ÷ — units

Projected distribution rate

Avg 4.98%

Yr 1Term avg.

Yr 1 4.81%Term avg. 5.15%

Distribution rates as extracted from the offering materials.

The total offering price of $40,468,388 reflects an acquisition price of $33,400,000, $3,844,497 in total front-end fees and expenses, $1,618,736 in carrying costs, and $334,000 in funded reserves. The transaction includes a 6% load on the offering price and a total acquisition cost of $36,623,891.

Sponsor

Sealy

Sealy & Company operates a nationwide industrial platform with over 100 employees, five offices, and operations across 28 markets. The firm oversees more than $3.0 billion in assets under ownership and management, with established experience in industrial property operations and DST offerings.

Industrial Specialist$3.0B+ AUM28 MarketsDST Platform

Portfolio

—

Properties owned or managed

AUM

$5,000,000

Across all programs

DST programs

—

Prior DST offerings

AUM in DSTs

—

DST-held assets

Team

Sealy & Company has grown into a nationally recognized real estate investment platform with more than 100 employees, five offices, operations across 28 markets, and over $3.0 billion in assets under ownership and/or management.

Disclosed headcount

Sector focus

Industrial

Stated strategy

View Sponsor Dossier

Sealy & Company is an institutional real estate sponsor specializing in industrial assets with an established DST platform. The firm employs more than 100 professionals across five offices and operates across 28 markets with over $3.0 billion in assets under ownership and management.

Sponsor strengths

Over $3.0 billion in industrial assets under ownership and management
National operational footprint spanning 28 markets with five regional offices
Deep specialized experience in industrial warehouse operations

Sponsor concerns

Specific historical DST-level disposition returns not disclosed in data fields
Discrepant standalone AUM metric of $5,000,000 noted alongside $3.0B platform figure

The Property

The property

Single-Asset Industrial Warehouse in Indianapolis

$33,400,000 acquisition price

Sealy Industrial DST

Industrial Warehouse

4210 West 67th Street, Indianapolis

Industrial Warehouse

$33,400,000

100.0% of portfolio

Seller: —
Property manager: Sealy

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

~11 Years

Interest Rate

—

Fixed / Variable

—

Prepayment Penalty

—

DSCR

—

Acquisition LTV

—

Offering LTV

Strengths

0% LTV with $0 debt
No refinancing or interest rate exposure

Concerns

Unleveraged structure limits potential return enhancement from favorable debt

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$33.40M

Offering price$40.47M+21.2%

Cap rate spread & load

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

Load net of reserves8.67%

Acquisition Price

$33,400,000

Offering Price

$40,468,388

Appraised Value

—

Upfront Load

—

Load on Equity

—

Load on Offering Price

Acquisition Cap Rate

—

Syndicated Cap Rate

—

Premium / Discount

—

Appraisal / Offering %

—

Less Reserves %

—

Strengths

Acquisition price of $33,400,000 for an industrial warehouse asset
$334,000 in dedicated reserves

Concerns

Carrying costs total $1,618,736

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

$3,844,497

% of offering

6.00%

All-equity offering — load on equity equals load on offering price. · $3,223,892 including reserves (7.97% of offering)

Where the offering proceeds go

Acquisition Cost$36.62M90.5%

Offering Expenses$3.84M9.5%

Reserves$334K0.8%

Total fees & expenses

$3.84M

6.00% of offering

Offering expenses

$3.84M

9.50% of offering

Reserves held

$334K

0.83% of offering

Cost of Acquisition

Item	Amount	% Equity	% Offering
Acquisition Fee	$668,000	1.65%	1.65%
Title & Recording Costs	$103,156	0.25%	0.25%
Reserves (Loan Proceeds)	$334,000	0.83%	0.83%
Reserves (Master Tenant)	$334,000	0.83%	0.83%
Reserves (Lumped)	$334,000	0.83%	0.83%
Reserves (Improvements)	$334,000	0.83%	0.83%
Total Acquisition Cost	$36,623,891	90.50%	90.50%
Total Acq. Cost (Reserves)	$36,623,891	90.50%	90.50%

Offering Expenses

Item	Amount	% Equity	% Offering
Selling Commissions	$2,428,103	6.00%	6.00%
Dealer Fee	$1,011,710	2.50%	2.50%
O&O Expenses	$500,000	1.24%	1.24%
Third Party DD	$103,156	0.25%	0.25%
Carry Costs	$1,618,736	4.00%	4.00%
Total Offering Expenses	$3,844,497	9.50%	9.50%
Total Fees / Expenses	$3,844,497	9.50%	9.50%
Total Upfront Fees (Reserves)	$3,223,892	7.97%	7.97%

Strengths

Equity raise fully covers all purchase price, reserve, and transactional obligations

Concerns

Total front-end offering fees and expenses amount to $3,844,497

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

Acquisition Fee$0.67M1.65%

Carrying Costs$1.62M4.00%

Dealer Fee$1.01M2.50%

Total front-end sponsor compensation$3,844,497 11.51% of acq. cost

Acquisition Fee

$668,000

1.65%

Carrying Costs

$1,618,736

4.00%

Dealer Fee

$1,011,710

2.50%

Total Front-end Fees

$3,844,497

11.51%

Strengths

Clear contractual fee caps and structural disclosure

Concerns

2.0% disposition fee and 1.50% annual asset management fee apply

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)1.50%gross revenues of the Property

Disposition Fee2.0%

Asset Mgmt Fee (annual)

1.50%

of gross revenues of the Property

Property Mgmt Fee

of monthly property management fee equal to the greater of (i) 3.00% of the gross revenues from operations generated by the Property during the applicable month or, (ii) $1,500, payable in arrears

Disposition Fee

2.0%

Refinancing Fee

The

Trust does not utilize permanent financing, which eliminates the need for refinancing during the anticipated hold period.

Trust Administration

The

Trust is required to pay the Delaware Trustee an initial fee, monthly fees, and document execution fees for its services.

Strengths

Initial 4.81% distribution with full-term average of 5.15%
Funded reserve pool of $334,000

Concerns

Revenue generation is reliant on single-facility tenant performance

Comparative Analysis

57Composite

Standing

11 of 57

Blended percentile across 13 extracted metrics.

Pricing

62nd pct

Leverage

89th pct

Cost

45th pct

Ongoing

63rd pct

Structure

37th pct

Percentile profile

Pricing

Avg. distribution (term)Min 0.00%Med 5.05%Max 7.00%5.15%58th

Year 1 distributionMin 0.00%Med 4.51%Max 6.75%4.81%65th

Leverage

Loan termMin 1 yrsMed 10 yrsMax 36 yrs11 yrs77th

Offering LTVMin 0.00%Med 46.17%Max 77.78%0.00%100th

Cost

ReservesMin 0.11%Med 5.54%Max 18.84%0.83%13th

Total upfront loadMin 1.96%Med 5.97%Max 12.05%9.50%23rd

Selling commissionMin 0.05%Med 6.00%Max 9.75%6.00%63rd

Acquisition feeMin 0.00%Med 2.65%Max 12.07%1.65%81st

Ongoing

Asset management feeMin 0.00%Med 0.30%Max 5.08%1.50%7th

Property management feeMin 2.50%Med 5.00%Max 7.00%3.00%90th

Disposition feeMin 1.00%Med 2.95%Max 7.50%2.00%91st

Structure

Hold periodMin 1 yrsMed 10 yrsMax 36 yrs11 yrs23rd

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

Year 1 distribution

65th pct

4.81%median 4.51%

Min 0.00%Med 4.51%Max 6.75%

Total upfront load

23rd pct

9.50%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
Year 1 distributionPricing	4.81%	4.51%	4.40% – 5.00%	+0.30%	65th
Avg. distribution (term)Pricing	5.15%	5.05%	4.75% – 5.32%	+0.10%	58th
Offering LTVLeverage	0.00%	46.17%	21.16% – 49.80%	−46.17%	100th
Loan termLeverage	11 yrs	10 yrs	8.5 yrs – 10 yrs	+1 yrs	77th
Total upfront loadCost	9.50%	5.97%	4.89% – 9.50%	+3.53%	23rd
Selling commissionCost	6.00%	6.00%	5.00% – 6.00%	0.00%	63rd
Acquisition feeCost	1.65%	2.65%	1.89% – 3.77%	−1.00%	81st
ReservesCost	0.83%	5.54%	1.76% – 9.03%	−4.72%	13th
Asset management feeOngoing	1.50%	0.30%	0.16% – 0.40%	+1.20%	7th
Property management feeOngoing	3.00%	5.00%	3.13% – 5.00%	−2.00%	90th
Disposition feeOngoing	2.00%	2.95%	2.00% – 3.50%	−0.95%	91st
Equity share of capitalStructure	100.00%	97.50%	52.74% – 100.00%	+2.50%	50th
Hold periodStructure	11 yrs	10 yrs	8.5 yrs – 10 yrs	+1 yrs	23rd

Closest comparables

Offering	Sponsor	Cap rate	LTV	DSCR	Load	Hold	Match
Inland Alt Senior Living II DST	Inland	7.53%	—	3.00x	—	12 yrs	95%
MCG Gainesville FL BTR DST	Madison Capital Group	—	—	1.74x	—	10 yrs	95%
Blue Door Property II DST	Unknown sponsor	6.11%	0.00%	—	10.50%	—	94%
Canyon State Minerals LLC	Montego Minerals	—	—	—	9.50%	—	94%
MCG Arden NC Multifamily DST	Madison Long Shoals Manager, LLC	—	—	1.64x	10.50%	—	93%
PG Savannah Industrial DST	Peachtree Hotel Group II, LLC	7.40%	0.00%	—	9.50%	—	92%
BR Diversified Industrial Portfolio 7 DST	BIGR Exchange 7 TRS, LLC	6.66%	0.00%	—	9.45%	10 yrs	91%
AX Diversified Retail Portfolio DST	Apollo RE Exchange, LLC	6.00%	—	—	7.50%	—	91%

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.