RREEF Property Trust Pegs Liquidation Payout at $10.10 to $12.50 a Share, Below NAV

A banker’s canvass of 64 potential counterparties produced no offer above net asset value, and stockholders will vote on the wind-down on January 20, 2027.

October 29, 2026

RREEF Property Trust, Inc. estimates that stockholders would receive total liquidating distributions of $10.10 to $12.50 per share if they approve the plan to sell the non-traded REIT's seven properties and dissolve the company. The vote is set for a special meeting on January 20, 2027, according to preliminary proxy materials the company released October 28.

The board approved a plan of complete liquidation and dissolution on September 15, 2026, conditioned on stockholder approval. The proxy materials add the estimated payout, the board's reasoning and a timeline of the strategic review that preceded the decision.

Payout Range Sits Below Reported NAV

The estimated range, set as of September 15, is net of transaction and wind-down costs. Under the company's charter, distributions to each share class will be calculated by reference to that class's NAV. As of October 20, 2026, per-share NAV across the eight outstanding classes ranged from $12.77 for Class T2 to $13.01 for Class T, so even the top of the estimated range falls below the reported NAV of every class. The company cautioned that the amount ultimately distributed may be more or less than its previously published NAV.

Jones Lang LaSalle Securities, LLC (JLLS), the company's financial advisor, delivered an opinion that the $10.10 to $12.50 range was reasonable from a financial point of view. Its direct capitalization analysis, which capitalized projected next-twelve-month net operating income for each property as of June 30, 2026, produced an implied range of $9.55 to $12.60 per share and an implied gross asset value of $143.8 million to $189.8 million. The opinion covers only the reasonableness of the estimated range and is not a recommendation on how stockholders should vote. Properties with redevelopment plans were valued on a return-on-cost basis. The company paid JLLS a $375,000 fee on delivery of the opinion.

The seven properties total 1,377,387 rentable square feet, and the company has not begun marketing any of them. It aims to complete sales within 24 months of stockholder approval and may move any remaining assets into a liquidating trust after that point, or earlier at the board's discretion. If the plan is approved, the company does not intend to pay further regular monthly distributions.

A Strategic Review With No Takers Above NAV

The board began examining alternatives in October 2025, after W. Todd Henderson, the company's chief executive officer and chairman, briefed directors on capital raising, redemptions and liquidity. From late 2022 through 2025, the company's fundraising slowed while redemption requests rose sharply and frequently exceeded the monthly and quarterly limits of its share redemption plan.

JLLS was engaged in January 2026. Between February and July it contacted 64 parties about a potential transaction; 18 joined an initial due diligence call and six received access to a data room. In August, JLLS told the board that none of the parties that conducted initial diligence had indicated interest in a transaction at a premium to NAV, and that a merger with another REIT would carry a number of business and legal risks. Independent director Deborah McAneny, who sits on the board of JLLS's parent company, recused herself from the vote to retain the firm.

The factors the board cited in recommending liquidation included:

• The company's small scale relative to other REITs and its lack of economies of scale in general, administrative and offering expenses.
• The board's perception that investors prefer REITs focused on a single property sector over multi-sector vehicles like RREEF Property Trust.
• Redemption requests that regularly exceeded plan limits, while elevated redemption activity at other public non-listed REITs had largely subsided during 2026.

The company kept raising capital while the review was underway. In May 2026, the board approved a fifth public offering with a maximum aggregate offering price of $1.95 billion, along with a one-year renewal of the advisory agreement.

Expense Support Repayments End on Approval

Approval would also end the company's obligation to repay its advisor, RREEF America L.L.C., for organization, offering and operating expenses the advisor previously covered under an expense support agreement. Repayment was deferred until the company had raised $500 million in cumulative offering proceeds since inception, a threshold it crossed in July 2026. Payments began in August at $250,595 per month for the first 12 months, stepping down to $197,970 per month for the following 12.

The total obligation was approximately $5.4 million, and the company currently owes the advisor approximately $4.63 million. Under the agreement, any unpaid balance is no longer owed if stockholders approve a liquidation while RREEF America is still the advisor. In July, at the board's earlier request, the advisor proposed amendments that would have delayed the start of repayments and removed the provision ending them on approval of a liquidation plan. The board declined, in part to retain flexibility in case it pursued a liquidation.

The advisor will not receive a termination fee when the advisory agreement ends, which the company expects to happen when it files articles of dissolution. Until then, the advisor will continue to collect advisory fees based on NAV, which the company expects to decline as assets are sold.

Vote Requires a Majority of Outstanding Shares

Approval requires the affirmative vote of a majority of all votes entitled to be cast, so abstentions and unvoted shares count against the plan. As of the October 27, 2026 record date, 13,619,115 voting common shares were outstanding; Class Z shares do not vote. The Lozier Foundation, the only holder of more than 5% in the ownership table, beneficially owns 9.08% of the common stock. Each director and executive officer holds less than 1%.

Stockholders have no appraisal or dissenters' rights. Approval would also authorize the board to sell assets without further stockholder votes on individual transactions.

The board suspended the share redemption plan effective September 15, 2026. If stockholders reject the plan, the company said it would not lift that suspension and would keep making monthly expense reimbursement payments to the advisor. It does not intend to acquire additional real estate, and it said its ongoing operating expenses may exceed the revenue generated by its assets. The board could then reconsider other strategic alternatives.