Birgo Brings Workforce Housing REIT Strategy to Reg A+ Investors in $61.5 Million Raise

The blind-pool vehicle pairs a $1,020 minimum and bonus units of up to 20% with a budget that sets aside a fifth of net proceeds for marketing.

October 1, 2026

Birgo Capital, a Pittsburgh-based multifamily sponsor, is opening its apartment strategy to individual investors through Reiturn Fund 1 LLC, a newly formed vehicle seeking up to $61.5 million in cash under Tier 2 of Regulation A to build a portfolio of workforce housing in Midwestern and Heartland markets.

The fund, formed in May 2026, is offering Class A units at $1.00 each, with a 2% investor fee charged on top of each purchase. The minimum investment is $1,020, covering 1,000 units plus the fee, although the company may accept smaller subscriptions and waive the fee at its discretion. Up to 12,295,082 additional Class A units may be issued as bonus units for no added cash, bringing the total offering to 73,770,491 units. Counting the deemed value of the bonus units, the maximum offering lands just under $75 million, the ceiling for a Tier 2 raise.

Sales are set to begin within two days of SEC qualification and will run on a rolling-close basis for up to three years, though the company expects to sell out within two. Reiturn Fund 1 intends to elect REIT status beginning with its taxable year ending December 31, 2027.

The Forgotten Middle

The fund will be managed by Reiturn Inc., a newly formed Delaware corporation controlled by Birgo Capital, under what the manager calls its Forgotten Middle strategy. Rather than competing for luxury assets or taking on heavily distressed properties, the fund plans to buy well-occupied Class B apartment communities that house middle-income renters, a segment the manager views as underserved and frequently mispriced.

Initial target markets are Pittsburgh, Cincinnati, Buffalo and Louisville, which the manager believes offer lower acquisition costs and more durable cash flows than coastal gateway markets. The fund expects to buy communities of 150 to 200 units, spend an average of roughly $10,000 per unit on interior upgrades such as paint, flooring, fixtures and appliances, and hold each property for about five to seven years. Roughly 70% of each acquisition is expected to be funded with debt.

Reiturn Fund 1 currently owns no properties and has no assets, liabilities or operating history, making the offering a blind pool. The company expects to acquire its first property within 12 to 18 months of raising sufficient capital. Its inception-date financial statements carry going concern language tied to its dependence on proceeds from the offering.

Fees and the Waterfall

The manager will collect an annual asset management fee equal to 2% of aggregate Class A capital contributions, paid monthly. Affiliates may also earn property management, leasing and development fees, and the manager is entitled to reimbursement of expenses. These fees are payable regardless of performance, and the manager may defer or forgo them at its discretion.

Class A investors are entitled to an 8% cumulative, non-compounded preferred return on unreturned capital. Once that is paid, Reiturn Fund 1 Special Limited Partner LLC, the manager-owned entity that holds the fund's single Class B unit, receives a full catch-up until it has collected 20% of total distributions. Remaining operating cash is then split 80% to Class A holders and 20% to the special limited partner. Proceeds from sales and refinancings are handled asset by asset, with Class A holders also recovering the capital allocated to that property before the catch-up applies. Distributions will be paid at least annually.

Bonus Units and the Marketing Budget

Bonus units are allocated by investor type and check size:

• Existing investors in Reiturn Inc.: 20% in bonus units
• New investors committing $5,000 or more: 5%
• $10,000 or more: 10%
• $25,000 or more: 15%
• $50,000 or more: 20%

The offering circular discloses that if the maximum number of bonus units is issued, the blended effective cash price across all Class A units would be roughly $0.83, so investors who receive fewer or no bonus units bear proportionately more dilution.

DealMaker Securities is the broker-dealer of record, handling investor verification, anti-money-laundering checks and other administrative and compliance functions. It will earn a 4.5% cash commission on amounts raised, up to about $2.8 million at the maximum, plus up to $42,750 for other services, and takes no compensation on bonus units. Investors subscribe directly through the company's own website.

At the full raise, the use-of-proceeds table allocates about $38.2 million, or 64% of net proceeds, to property acquisitions and about $8.4 million, or 14%, to rehabilitation. Nearly $12 million, or 20%, is earmarked for marketing, a share that holds at every raise level shown, down to a 25% raise. The asset management fee accounts for another 2%, and general and administrative costs are fixed at $100,000.

Governance and Liquidity

Liquidity will be limited. The fund has no redemption plan, although the manager may adopt one at its discretion, and no market for the units exists or is expected to develop. Other notable governance terms include:

• The operating agreement eliminates the manager's fiduciary duties to the extent permitted by law, preserving only the implied covenant of good faith and fair dealing and liability for fraud, gross negligence and willful misconduct.
• Members can remove the manager only with the consent of holders of 75% of outstanding units, and only upon a determination of fraud, willful misconduct or material breach.
• Ownership is capped at 9.8% of Class A units to protect REIT status.
• The fund has no fixed term, but the 15th anniversary of its effective date triggers dissolution unless a majority of units vote to continue.

The company has not adopted a code of ethics.

The Birgo Track Record

Over the past decade, Birgo has sponsored five commingled funds and several single-asset syndications, buying properties in Pennsylvania, Ohio, West Virginia, New York and Kentucky with an aggregate purchase price of approximately $475 million, about 85% of it multifamily. Those programs raised roughly $101.4 million from about 266 investors, and approximately 25 properties have been sold.

Birgo's current Heartland V fund, which carries a $150 million hard cap and a $100 million target, had raised about $8.8 million in paid-in capital over 16 months as of September 17, 2026. Birgo's Opportunistic Fund raised about $23 million against a $50 million offering before closing after 31 months.

Andrew Reichert, chief executive and a director of the manager, has served as chief executive of Birgo Realty, which he founded, since 2007 and has been a partner at Birgo Capital since 2015. Ed Sateia, chief financial officer and a director of the manager, has been CFO of Birgo Realty since 2025 after earlier roles there as chief operating officer and head of finance. Each expects to devote about 10 hours per week to the manager.