Guide to Public Non-Listed REIT (PNLR) Investing (2024)

What are Public Non-Listed REITs (PNLRs)?

Like stock exchange-listed REITs, public non-listed REITs, or PNLRs, own, operate and/or finance real estate and are subject to the same IRS rules. In addition, PNLRs are required to make regular SEC disclosures, including quarterly and yearly financial reports. All of these PNLR filings are publicly available through the SEC’s EDGAR database

PNLRs do not offer the same liquidity that stock-exchange listed REITs provide. Redemption programs for shares vary by company and are limited. Generally a minimum holding period for PNLR investment exists.

Nareit and its Public Non-Listed REIT Council monitor and comment on regulatory issues that impact the Public Non-Listed REIT space. Information on those issues can be found here.

PNLR Overview

REITs that are registered with the SEC but whose shares intentionally do not trade on a national securities exchange. Offerings are subject to review by state securities regulators, commonly referred to as “Blue Sky” review.

Liquidity

Shares are intentionally not listed on national securities exchange. Liquidity options vary and may take the form of share repurchase programs or secondary marketplace transactions, but are generally limited. Certain “Daily Net Asset Value (NAV) REITs” may provide enhanced liquidity by offering periodic, e.g., daily (or less frequent) repurchase options at net asset value. Traditionally, public non-listed REITs have aimed at providing liquidity through an event such as listing on a national securities exchange, selling all or substantially all its assets, or entering into a merger or business combination.

What are the Transaction Costs for PNLRs?

Brokerage costs vary by company and may include up-front commissions and/or trail fees.

How are PNLRs managed?

Typically externally advised and managed.

What is the Minimum Investment Amount for PNLRs?

Typically $1,000 - $2,500 initial investment.

Independent Directors

Subject to state “Blue Sky” securities regulations that generally follow the North American Securities Administrators Association (NASAA) Statement of Policy Regarding Real Estate Investment Trusts, which recommends that boards consist of a majority of independent directors and that a majority of each board committee consist of independent directors.

Do Investors have Control with PNLRs?

Investors re-elect directors.

PNLR Disclosure Obligation

Subject to the same state law corporate law provisions as Stock Exchange-listed REITs as well as state securities laws and regulations which generally follow the North American Securities Administrators Association (NASAA) Statement of Policy Regarding Real Estate Investment Trusts.

Disclosure Obligation

Required to make regular financial disclosures including quarterly unaudited and annual audited financial results under the Securities Exchange Act of 1934, including 10-Qs, 10-Ks, 8-Ks and proxy statements. Pursuant to FINRA Notice 15-02, Financial Industry Regulatory Authority (FINRA) rules require additional broker-dealer disclosure of valuation methodology.

How is Performance Measured for PNLRs?

FINRA rules require that investors be furnished with per share estimates pursuant to specified timeframe. Independent publications track activities and results of public non-listed REITs.

Additional Resources:

Guide to Public Non-Listed REIT (PNLR) Investing (2024)

FAQs

Guide to Public Non-Listed REIT (PNLR) Investing? ›

Public non-listed REITs (PNLRs) register with the the Securities and Exchange Commission (SEC), but they do not trade on major securities exchanges. PNLRs operate like listed REITs in nearly every other way, but they typically face redemption restrictions that limit their liquidity.

How to buy public non-traded REITs? ›

Shares in non-traded REITs are purchased directly, generally through a financial advisor or broker-dealer. Subscriptions can be offered at regular periods, typically monthly. Shareholders may receive periodic dividends and non-traded reits may provide a periodic redemption program.

Are non publicly traded REITs a good investment? ›

Traded REITs offer liquidity and SEC oversight suiting most investors. Non-traded REITs target accredited investors, lacking liquidity. Traded REITs suit most investors due to accessibility and liquidity. Non-traded REITs might appeal to high-net-worth investors.

How to invest in publicly traded REIT? ›

Publicly traded REITs can be purchased through a broker. Generally, you can purchase the common stock, preferred stock, or debt security of a publicly traded REIT. Brokerage fees will apply. Non-traded REITs are typically sold by a broker or financial adviser.

What is the minimum investment for a non-traded REIT? ›

Access at Low Investment Minimums: Non-traded REITs offer exposure to real estate properties, with investment minimums as low as $1,000-$2,500. Periodic Liquidity: Generally, non-traded REITs offer investors quarterly share repurchases at NAV (typically up to 5% of the NAV of the fund).

What is the largest non-traded REIT? ›

Blackstone REIT is the largest of the nontraded REITs. Though fundraising edged lower overall in 2023, money was still accumulated in the tens of billions of dollars, and at least one record was set.

What are the risks of a non-traded REIT? ›

Lack of liquidity

Non-traded REITs are also illiquid, which means there may not be buyers or sellers in the market available when an investor wants to transact. In many cases, non-traded REITs can't be sold for a minimum of 10 years.

Is there a downside to investing in REITs? ›

While there are many benefits of REITs, it is important to know that there can be potential risk involved if not done with a proper strategy. Market fluctuations, interest rate change, and the potential for declines in property values can impact the performance of REITs.

What happens to REITs when interest rates go down? ›

REITs. When interest rates are falling, dependable, regular income investments become harder to find. This benefits high-quality real estate investment trusts, or REITs. Strictly speaking, REITs are not fixed-income securities; their dividends are not predetermined but are based on income generated from real estate.

How do I get out of non-traded REITs? ›

Since most non-traded REITs are illiquid, there are often restrictions to redeeming and selling shares. While a REIT is still open to public investors, investors may be able to sell their shares back to the REIT. However, this sale usually comes at a discount; leaving only about 70% to 95% of the original value.

Can I invest $1000 in a REIT? ›

Since they aren't publicly available and don't register with the SEC, it's difficult to pinpoint specific investment minimums. However, investment firm Edward Jones says minimum investments for private REITs can range from $1,000 to $50,000.

How many REIT stocks should I own? ›

“I recommend REITs within a managed portfolio,” Devine said, noting that most investors should limit their REIT exposure to between 2 percent and 5 percent of their overall portfolio. Here again, a financial professional can help you determine what percentage of your portfolio you should allocate toward REITs, if any.

Do REITs pay monthly? ›

For investors seeking a steady stream of monthly income, real estate investment trusts (REITs) that pay dividends on a monthly basis emerge as a compelling financial strategy. In this article, we unravel two REITs that pay monthly dividends and have yields up to 8%.

What is the 90% REIT rule? ›

To qualify as a REIT, a company must have the bulk of its assets and income connected to real estate investment and must distribute at least 90 percent of its taxable income to shareholders annually in the form of dividends.

Can you sell a non-traded REIT? ›

Because these Non-traded REITs are not listed on an exchange, their shares are illiquid, and they have substantial valuation and redemption risks as a result. Investors of non-traded REITs can typically only sell their shares after a holding period of a year and under a limited repurchase program.

How are non-traded REITs taxed? ›

Like exchange-traded REITs, non-traded REITs are subject to the same IRS requirements that include returning at least 90% of taxable income to shareholders. Investors tend to seek exchange-traded and non-traded REITs for their income distribution.

Can you sell non-traded REITs? ›

With a non-traded REIT, investors generally have to wait until the REIT liquidates its holdings, although they may be able to sell their shares through a broker. Investors can also use share redemption programs to access their funds.

Are there unlisted REITs? ›

Public non-listed REITs (PNLRs) register with the the Securities and Exchange Commission (SEC), but they do not trade on major securities exchanges. PNLRs operate like listed REITs in nearly every other way, but they typically face redemption restrictions that limit their liquidity.

How do I invest in a non publicly traded company? ›

You can invest in the private market by using pre-IPO investing platforms, alternative asset funds, specialized brokers, direct shares, and indirect investments.

What are the fees for non-traded REITs? ›

A non-traded REIT does not trade on a securities exchange and, because of this, is quite illiquid for long periods of time. Front-end fees can be as much as 15%, much higher than a traded REIT due to its limited secondary market.

References

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