Supermarket storefront with its car park

DST library · Necessity retail

Grocery-Anchored and Necessity Retail DSTs

A grocery-anchored DST relies on one anchor's traffic and on small shop leases a master tenant must sign; co-tenancy clauses tie the two together.

By Breakwater Exchange · Reviewed by our 1031 advisory team · Last reviewed

The short answer

A grocery-anchored DST owns a neighborhood shopping center whose supermarket draws the traffic that keeps the smaller shops leased. Because Rev. Rul. 2004-86 bars the trustee from signing new leases, a multi-tenant center has to be master leased to a sponsor affiliate that signs the shop leases and pays the trust a fixed rent. The income is only as reliable as that master tenant and the anchor: if the grocer leaves or goes dark, co-tenancy clauses can let the remaining tenants cut their rent or walk.

At a glance

Anchor vs inlineA filed shopping-center REIT defines anchor space as 10,000 square feet or more and inline space as anything smaller
Lease lengthIts average remaining lease term was 4.5 years, excluding renewal options
Leased rates98.7% for anchor spaces and 95.1% for inline spaces at December 31, 2025
Necessity mixAbout 70% of its annualized base rent came from tenants selling necessity-based goods and services
Co-tenancyLosing an anchor can let other tenants pay reduced rent or terminate until conditions are met
Trustee limitNo new leases or more than minor non-structural changes, so a master tenant runs leasing
Bankruptcy protectionShopping-center leases assigned in bankruptcy must respect use, radius and exclusivity clauses and tenant mix

A shopping center has dozens of leases, so the trust holds one master lease and someone else holds the rest

The ruling's trustee may not renegotiate the lease or enter into leases with tenants other than the one already in place, except on that tenant's bankruptcy or insolvency. A center with a grocer and twenty small shops turns over leases every year, so the trust cannot be the landlord to those shops directly. The solution is a single master lease to a sponsor-affiliated tenant that subleases the space, collects rent and expense reimbursements, and pays the trust a fixed rent.

A filed non-traded REIT 10-K that runs a DST program, and lists grocery-anchored retail among its property types, describes this design: each DST property is leased back by a wholly owned subsidiary under a master lease backed by its operating partnership's guaranty, which holds a fair market value option to acquire the trust interests after two years for operating partnership units or cash. It states that the master tenant bears the risk that the property's cash flow is less than the master lease payments.

Your income therefore rests on two credits: the master tenant's guaranty and the center's ability to cover it. How that layer works and fails is at DST master lease risk, and the unit conversion at the 721 UPREIT exit from a DST.

The grocer is the traffic engine, and the anchor's credit is only half of what you are underwriting

The Form 10-K of a listed grocery-anchored REIT says its anchor tenants, generally those occupying 10,000 square feet or more, pay a significant portion of the total rent at a property and draw customer traffic to other stores. At December 31, 2025 its anchor spaces were 98.7% leased and its inline spaces 95.1%, and its largest grocer accounted for 5.2% of annualized base rent across the whole portfolio.

A trust has no such spread. One center means one grocer, and the question is not only whether that chain can pay but whether this store is one it wants to keep. The filing names the competitive factors it relies on as the quality of the grocery anchor, location, trade area demographics, tenant mix, physical condition and occupancy cost.

Ask the sponsor for the grocer's lease expiry, its renewal options and any store sales reporting the lease requires. A lease that runs past the sponsor's planned hold protects the exit; one that expires inside it puts the sale price on a renewal you cannot negotiate.

Co-tenancy clauses can turn one empty box into a center-wide rent cut

The same filing describes the chain reaction. If an anchor goes dark, meaning it stops operating but keeps paying rent, shopper traffic can drop and other tenants' sales suffer. Co-tenancy provisions in other leases may then let those tenants pay reduced rent or terminate until the landlord secures a replacement anchor or reaches a specified occupancy level.

Re-leasing the box is slow and costly. The REIT notes that anchor spaces may need substantial capital or reconfiguration, such as subdividing into smaller units, with prolonged downtime likely. Inside a DST, subdividing a supermarket is far beyond a minor non-structural modification, and the trust cannot accept new capital to pay for it, so the work falls to the master tenant, reserves or a sale.

Ask for a schedule of every co-tenancy clause, its trigger and its remedy. That list, more than the anchor's credit rating, shows how far income can fall after a single closure.

Necessity tenants resist e-commerce better than most retail, but not completely

The filed REIT reports that about 70% of its annualized base rent comes from tenants selling necessity-based goods and services, and notes that many of its tenants offer services that cannot be performed online, such as haircuts and fitness, or goods historically less likely to be bought online, such as groceries, restaurant meals and coffee.

It also flags the limit: grocers are adding home delivery and curbside pickup, which could reduce foot traffic, and continuing growth in online sales may lead retailers to shrink or close stores. For a trust, the tenant roster is the hedge, so count how much rent comes from service tenants and how much from soft-goods retailers.

Expense recoveries matter too. The REIT's leases typically pass common area maintenance, insurance and real estate taxes back to tenants, mostly on a variable basis. Costs that are not recovered, or that rise faster than reimbursements, reduce what the master tenant can pay. Distributions are never assured and can be reduced or suspended.

Bankruptcy law gives shopping centers protections a single-tenant building does not get

When a retailer in bankruptcy tries to assume or assign a shopping-center lease, 11 U.S.C. 365(b)(3) requires adequate assurance that the assignee's financial condition is similar to the debtor's when it signed, that percentage rent will not decline substantially, that radius, location, use and exclusivity provisions are respected, and that the assignment will not disrupt tenant mix or balance in the center.

Those protections help the landlord keep the center coherent, but they do not keep the rent coming during the case. A bankrupt tenant still has a limited period to assume or reject, and damages on a rejected lease are capped under 11 U.S.C. 502(b)(6). For a trust, each tenant failure lands on the master tenant first and then, if its guaranty is thin, on your distributions.

For the seller's side of this asset, see 1031 exchange of a retail strip center; for spreading exposure across centers and other classes, see multi-asset portfolio DSTs.

Related questions

Why does a shopping center DST need a master lease?

Rev. Rul. 2004-86 bars the trustee from entering new leases or renegotiating existing ones, and a multi-tenant center signs and renews leases constantly. A master tenant takes on that work and pays the trust a fixed rent.

What happens if the grocery store closes but keeps paying rent?

The trust's rent from the anchor continues, but traffic falls and co-tenancy clauses in other leases may allow reduced rent or termination. A filed shopping-center REIT lists this go-dark scenario among its main risks.

Is grocery-anchored retail safe from online shopping?

It is more resistant than most retail because groceries, restaurants and services have historically sold less online, but the same filing warns that delivery and curbside pickup could reduce foot traffic. No class is immune.

Can the trust re-lease a vacant anchor box?

Only through the master tenant, and only within the ruling's limit of minor non-structural changes. Subdividing or rebuilding a supermarket box needs capital the trust cannot raise, so a sale or the master tenant's own funds usually decide it.

How long are the leases in a neighborhood center?

A filed grocery-anchored REIT reported an average remaining term of 4.5 years excluding options, much shorter than a single-tenant net lease. That makes the master tenant's leasing ability central to the income.

Sources

Checked against these publications on September 30, 2026. Rules and figures change; confirm the current version with your CPA or attorney before you act. This page is general information, not tax or legal advice.

  1. Rev. Rul. 2004-86 (IRS)
  2. Form 10-K for 2025 of a listed grocery-anchored shopping center REIT: anchors, co-tenancy, e-commerce, leasing statistics (sec.gov)
  3. Form 10-K for 2025 of a non-traded REIT describing its DST program and master leases (sec.gov)
  4. 11 U.S.C. 365, shopping center lease protections (Cornell LII)
  5. 11 U.S.C. 502, allowance of claims, lessor damages cap (Cornell LII)

Looking at a shopping center trust?

Tell us your proceeds and timeline and we will walk through current necessity retail trusts from vetted national sponsors, including the anchor lease term, co-tenancy schedule and master lease guaranty for each.

Free 1031 proposal

Access Investment Offerings Other Brokers Can’t Provide

Breakwater Exchange’s expert guidance helps you maximize returns while minimizing tax exposure, so you can invest with clarity and confidence.

years of experience
20+
in DST transactions
$1B+
states licensed
50
vetted national sponsors
8

Tell us about your exchange

Share the basics and an advisor will reach out with next steps.

Are you an accredited investor?

Generally, net worth over $1 million excluding your primary residence, or income over $200,000 ($300,000 with a spouse) in each of the last two years.

No obligation. A Breakwater Exchange advisor reviews every request personally.

Get My Free ProposalFree ProposalBook a Free ConsultationFree Consultation