Delaware Statutory Trust offerings do not trade on public exchanges. They are private placements issued under Regulation D Rule 506(c), and that structure, not any sponsor's preference, is what restricts subscription to accredited investors.

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The Regulation D Framework

Rule 506(c) is the SEC exemption that allows sponsors to broadly market an offering while simultaneously restricting actual subscription to accredited investors. The educational layer, meaning market commentary, property profiles, and sector analyses, sits outside the compliance perimeter. The subscription layer does not. Once an investor moves from reading about a DST to considering actual investment, accredited status becomes the threshold condition before a Private Placement Memorandum is delivered or a subscription agreement executed.

This architecture holds regardless of the deal. A commercial office property in Tampa, Florida offered as an all-cash, debt-free DST was structured under Rule 506(c). The same framework governed a Brookings, Oregon DST, which restricted access to accredited investors whether they were completing a 1031 exchange or investing direct cash. The requirement is not deal-specific; it is categorical.

What the Securities Classification Changes

A DST interest is treated as a security, not as direct real estate ownership. Three consequences follow.

First, the offering is governed by securities law, and the PPM is the controlling document: it contains the business plan, risk disclosures, and operating terms that govern the investor's position for the life of the trust.

Second, resale operates differently from selling a directly owned property. DST interests can be transferred to other accredited investors before the trust reaches full cycle, but the pool of eligible buyers is narrow: existing investors in the same DST, or outside accredited buyers identified through a broker-dealer. This is not a liquid market by any conventional definition, and investors should treat the investment as illiquid for planning purposes.

Third, the classification is precisely what enables 1031 exchange treatment. The IRS has confirmed that DST interests qualify as like-kind replacement property, allowing exchange investors to defer capital gains by reinvesting exchange proceeds into a DST rather than directly into another property.

Investors who meet the accredited standard can request offering materials through the partnered broker-dealer's intake.