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Non-Traded REIT

A non-traded REIT is a real estate investment trust that is registered with the SEC and sold through brokers but does not trade on a stock exchange. It shares the tax structure of a listed REIT but carries higher fees, limited ability to sell, and prices set by periodic estimate rather than a live market.

Last reviewed by Steven Fox, CFP®, EA on

Quick Summary

  • A non-traded REIT owns income property like any REIT, but its shares do not trade on an exchange, so there is no continuous market price or easy exit.
  • Shares are usually priced at an estimated net asset value updated periodically, not by second-by-second trading.
  • Selling before the REIT lists or liquidates depends on a company redemption program, which caps how much can be redeemed and can be paused entirely.
  • Upfront costs and ongoing fees have historically been high, which reduces how much of each invested dollar actually buys property.
  • Distributions can sometimes be funded partly from new investors' money or borrowing rather than from property income, so a high yield is not always what it appears.

Definition

A non-traded REIT is a real estate investment trust whose shares are registered with the Securities and Exchange Commission and sold through broker-dealers and advisers, but are not listed on a stock exchange. It qualifies for the same tax treatment as any REIT, and the underlying business, owning or financing income-producing real estate, is the same. The general definition of a REIT, including the requirement to distribute at least 90 percent of taxable income and the resulting tax character of the dividends, is covered on the real estate investment trust page. What sets a non-traded REIT apart is not what it owns but how it is bought, priced, and sold.

Because the shares do not trade, there is no live market price and no simple way to sell on a given day. That single structural difference drives the features, and the hazards, that distinguish a non-traded REIT from a listed one.

Advanced Explanation

Pricing is the first difference. A listed REIT's price is set continuously by the market; a non-traded REIT reports an estimated net asset value, typically updated monthly or less often, based on appraisals of its properties. That smooths the reported price and hides the day-to-day volatility a listed REIT shows, which can make a non-traded REIT feel more stable than the underlying real estate actually is.

Liquidity is the second, and it is the one that surprises investors. There is no exchange to sell into, so an investor who wants out before the REIT lists its shares or liquidates its portfolio must use the company's own share-repurchase program. Those programs cap redemptions, commonly at a small percentage of shares each quarter, and the sponsor can reduce or suspend them, which tends to happen precisely when many investors want to sell at once. An investor should assume the money may be committed for years.

Cost and the source of distributions are where the Securities and Exchange Commission's own investor guidance is most pointed, and the fact belongs on the page because it is central to evaluating one of these products. The SEC has flagged that non-traded REITs can carry high upfront fees that consume a substantial share of the money invested, so that less than a dollar of every dollar goes to work buying property. It has also warned that distributions are not guaranteed and can be funded from offering proceeds or borrowings rather than from property income, which means a headline yield can be paid partly with investors' own capital. None of this makes non-traded REITs fraudulent; it makes the reported yield an unreliable guide to what the investment is earning, and it makes the terms of exit the thing to understand before buying. Newer "perpetual-life" non-traded REITs price more frequently and often carry lower upfront loads than the older generation, but they still limit redemptions and charge ongoing fees, so the core trade-offs persist.

Used in a Sentence

“The broker offered Harold a non-traded REIT paying a higher stated yield than a listed one, but the prospectus showed that selling early depended on a redemption program the sponsor could suspend at will.”

How It Works

An investor buys shares of a non-traded REIT through a broker or adviser, often at a fixed offering price. The REIT uses the pooled money to buy properties and pays distributions to shareholders. Between purchase and a future "liquidity event," a public listing or a sale of the whole portfolio, the investor holds shares valued at a periodically estimated net asset value and can attempt to sell only through the company's limited redemption program.

A hypothetical illustration of the fee drag. Suppose an investor puts $10,000 into a non-traded REIT with 10 percent in combined upfront selling costs and fees. Only about $9,000 is actually invested in real estate; the remaining $1,000 covers commissions and offering expenses. For the investment to break even, the underlying properties must first earn back that $1,000 gap. A listed REIT bought through a discount broker for a few dollars of commission has almost no such hurdle, which is why the same real estate can be a very different investment depending on the wrapper.

Pros and Cons

Pros

  • Access to institutional-style, professionally managed real estate portfolios for retail investors.
  • Share prices do not swing with the stock market day to day, which some investors find steadying.
  • The same underlying property income and REIT tax structure as a listed REIT.

Cons

  • Limited liquidity: no exchange to sell on, and redemption programs are capped and can be suspended.
  • Historically high upfront fees mean less of each dollar buys property.
  • Distributions can be funded partly from new capital or borrowing, so a high yield may not reflect property earnings.
  • Estimated, appraisal-based pricing can understate the real volatility and make performance hard to judge.

People Also Asked

Answers to the most frequently asked questions.

How is a non-traded REIT different from a regular REIT?
Both own income-producing real estate and share the same tax structure, but a listed REIT trades on a stock exchange with a continuous market price and easy buying and selling, while a non-traded REIT does not. A non-traded REIT is priced by periodic estimate, sold through brokers, and can only be exited through a limited company redemption program, and it has historically carried higher fees.
Can I sell a non-traded REIT whenever I want?
Generally no. Because the shares do not trade on an exchange, selling before the REIT lists or liquidates depends on the company's share-repurchase program, which caps how much can be redeemed each quarter and can be reduced or suspended by the sponsor. Investors should treat the money as committed for years, not as readily accessible.
Why does the SEC caution investors about non-traded REITs?
The SEC's investor guidance flags several features to examine: high upfront fees that reduce how much money actually buys property, no ready market to sell into, share values that may not be updated often, and distributions that can be paid from offering proceeds or borrowing rather than from property income. The point is not that they are fraudulent, but that the headline yield can be a poor guide to what is really happening.
Are the high distributions from non-traded REITs real income?
Not always. A distribution can be funded partly from the property income the REIT earns and partly from new investors' capital or from borrowing. When that happens, part of the "yield" is effectively a return of the investor's own money, which flatters the reported payout. Reading how the distribution is funded, disclosed in the REIT's filings, is essential before relying on the yield.

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