Minimum investment
$25k
Offering size
$91.5M
How much has sold
98.0%
Asset type
Retail (essential/net-lease, per trust name) property
Location
Ferndale; Burlington; Stanwood; Mount Vernon, Washington
Financing
All cash. This offering reports no mortgage debt.
Sponsor-reported, from SEC filings and cited sources.
What is this, in one paragraph?
AX Essential Retail Portfolio, DST is a Delaware statutory trust — a structure letting 1031 exchangers hold fractional interests in real estate — sponsored by Apollo.1 Sponsor material describes four standalone grocery stores in Washington leased to Safeway Inc. doing business as Haggen and held all-cash, with no mortgage.2 Interests are placed privately under Rule 506(b), which limits the offering to accredited investors and bars general advertising.
506(b); $91.52M offering, $69.3M sold / $22.2M remaining (6/11/26 D/A); min $25k; 1031/721 into Apollo AX program
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These links support the public record as a whole; individual details may come from different sources.
Ferndale; Burlington; Stanwood; Mount Vernon, Washington · exact location not on recordThe filings name the market but not an address we can place on a map.
On a 45-day clock? Find day 45 and day 180 from the sale date, then come back to this record.
What exactly is the property?
Sponsor material describes the Trust's holdings as four standalone grocery buildings, all of them leased.2 The same material reports the Trust bought the portfolio for $84,400,000 against a $91,520,000 offering, but does not state when the purchase closed.2 No portfolio occupancy percentage appears in the material reviewed, and the SEC filings carry none either.
- Reported location
- Ferndale; Burlington; Stanwood; Mount Vernon, Washington
- Property size
- 4 properties; 248,103 net rentable square feet total; Ferndale 60,835 SF; Burlington 63,500 SF; Stanwood 60,168 SF; Mount Vernon 63,600 SF
Who is the tenant, and what's the lease?
Sponsor material reports all four stores are leased on an absolute-net basis — the tenant carries taxes, insurance and maintenance — to Safeway Inc. doing business as Haggen, a grocery banner owned by Albertsons Companies, on 240-month original terms with multiple five-year renewal options and roughly ten years of weighted-average term remaining.2
How are sales going?
These are the sponsor’s own numbers. They can lag what has actually sold, and they do not confirm that interests are still available.
98.0% reported sold
- Amount sold
- $89,380,983
- Still available
- $2,139,017
- Investors reported
- 113
- Total offering
- $91,520,000
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How is it financed, and what does it pay?
Sponsor material describes the Trust as 100% equity: all-cash and debt-free, with no mortgage on the properties.2 An unleveraged DST has no loan maturity and no lender that can foreclose; it also gives an exchanger replacing debt from a relinquished property nothing to match, which is a tax-adviser question.
Who's behind it?
Apollo is a global alternative asset manager, and this Trust sits inside its AX Real Estate Exchange 1031 platform. The Form D names Apollo RE Exchange, LLC as sponsor, AX Essential Retail Portfolio Manager, LLC as manager and signatory trustee, and AX III Depositor, LLC as depositor.1 On March 19, 2026, Apollo said managed funds and affiliates intend to invest $1.0 billion for a 49% interest in a joint venture with Realty Income expected to own roughly 500 single-tenant retail properties.
- Sponsor
- Apollo
- Legal Trust name
- AX Essential Retail Portfolio, DST
- May convert to a REIT
- Yes
- Offerings from this sponsor
- 2 active / 4 total offerings from Apollo
Reported by the sponsor. Top1031 does not independently audit sponsor-reported figures.
What does the paperwork say?
The original notice has been followed by successive amendments, each stepping up the reported amount sold and the investor count while leaving the offering size unchanged. The issuer reports its first sale occurred November 25, 2025.1 Because the Trust is placed privately rather than advertised, it reaches accredited investors through existing broker-dealer and adviser relationships.
- First Form D filedThe public offering record begins.
- Offering amount recordedA Form D amendment recorded offering and sales totals.
- Filing record updatedA later amendment updated the sponsor’s filing record.
- Latest Form D filedThe most recent sponsor-filed checkpoint in this record.
- Filings on record
- 11
- How it may be offered
- Rule 506(b)Not advertised publicly. Offered through existing relationships.
- Source filing
- Read the filings on SEC EDGAR
A Form D is the notice a sponsor files when it starts raising money. A Form D filing does not mean the SEC approved, endorsed, or verified the offering.
DST interests are illiquid private securities. You may lose some or all of your investment. Distributions, tax treatment, and exit timing are not guaranteed. Review the current Private Placement Memorandum before investing.
Common questions
Is AX Essential Retail Portfolio, DST still raising money?
Top1031 lists AX Essential Retail Portfolio, DST as active because the sponsor is still filing with the SEC. That does not confirm that interests remain available.
Where does Top1031 get the data for AX Essential Retail Portfolio, DST?
Top1031 builds this record from the sponsor’s own SEC filings and cited sponsor disclosures. Filings can lag what is happening now. A Form D filing does not mean the SEC approved, endorsed, or verified the offering.
Is this Trust still open to new investors?
The issuer's most recent Form D amendment, filed August 14, 2026, reports the offering as ongoing and not yet fully subscribed as of that date. A Form D is a point-in-time notice filed by the issuer, not a live inventory feed, so a reported balance is not confirmation that interests remain available. Current availability sits with Apollo and the broker-dealers placing the offering.
Who is the tenant behind these grocery stores?
Sponsor offering material states all four properties are leased to Safeway Inc. doing business as Haggen, a Pacific Northwest grocery banner it describes as a wholly owned subsidiary of Albertsons Companies, Inc. The exact signing entity, any parent guaranty and each store's lease expiration are set out in the PPM — the private placement memorandum that governs the offering.
How much lease term is left?
Sponsor offering material reports 240-month (20-year) original lease terms with multiple five-year extension options and approximately ten years of weighted-average remaining term across the portfolio, and states the Mount Vernon lease expires December 6, 2034. Store-by-store expiration dates and the mechanics of the renewal options are in the PPM, not in the SEC filings.
What does an all-cash DST mean for a 1031 exchanger?
Sponsor offering material describes this portfolio as unleveraged and owned free and clear, so no mortgage debt passes through to investors. An exchanger who carried debt on a relinquished property generally must replace that debt elsewhere or contribute additional cash to fully defer gain — a question for your own tax adviser, since a debt-free structure does not answer it.
What is the 721/UPREIT exit noted on this record?
A 721 exchange, sometimes called an UPREIT transaction, contributes the property to a REIT's operating partnership in return for OP units, converting an investor's real-estate interest into units of the REIT's partnership. It is generally a one-way door: once converted, the position is no longer eligible for a future 1031 exchange. Whether and when any such conversion happens is governed by the PPM and trust documents, not by the Form D.
What does the SEC filing record not tell me about this portfolio?
The Form D filings identify the issuer, sponsor, trustee and depositor, the offering size, the minimum investment and the reported sales progress. They do not state the acquisition date, the purchase price, occupancy, lease terms or whether the properties carry debt. Those come from sponsor material and, authoritatively, the PPM. The acquisition date and a portfolio occupancy percentage were not found in the sponsor material reviewed as of September 1, 2026.
Chapter 9Realty Income and Apollo to Establish Strategic PartnershipApollo-managed funds commit $1.0 billion for a 49% interest in a newly formed JV with Realty Income that will own ~500 single-tenant retail properties across dollar stores, QSR, drug stores, grocery and health/fitness sectors — the underlying pool that backs Apollo's AX Essential Retail Portfolio DST. Apollo Global commits $1 billion for retail joint venture with commercial REIT Realty IncomeReuters coverage of Apollo's $1 billion commitment to acquire a 49% stake in a JV with Realty Income covering ~500 single-tenant retail properties, providing the asset pipeline for Apollo's AX Essential Retail Portfolio DST program.