The short answer
Offering load is the total of the upfront costs taken out of investor equity before a DST or other real estate program owns its property, expressed as a percentage of the equity raised: selling commissions, dealer-manager fees, organization and offering expenses, acquisition and financing fees, and any mark-up on the property price. It is an industry term rather than one defined in a statute or rule, so you build it yourself from the PPM's use-of-proceeds table and the Form D. The load is spent on day one, so the property has to gain enough value to cover it before you get your equity back.
At a glance
| Components | Commissions, dealer-manager fee, organization and offering costs, acquisition and financing fees, price mark-ups |
|---|---|
| Where to find it | The PPM's use-of-proceeds table, with Form D Items 15 and 16 as a partial check |
| Regulatory yardstick | FINRA presumes public program compensation above 10% or organization and offering expenses above 15% of gross proceeds unfair |
| Non-traded REIT comparison | The SEC says commissions and upfront fees usually total about 9 to 10 percent |
The load is a stack of separate charges, and only some of them appear on the Form D.
Each piece has a home in the documents. Form D Item 15 reports sales commissions and finders' fees, and Item 16 reports proceeds paid to executive officers, directors or promoters; the remaining items appear only in the PPM.
A filed Form 10-K for 2025 of one REIT shows how the pieces add up in practice. Its DST program pays a commission of up to 5.0%, a dealer-manager fee of up to 1.5% and a further fee of up to 1.5% of equity for distribution personnel costs, and the filing says program costs are funded through purchase price 'mark ups' of the properties' estimated fair value, fees paid at investment or deductions from distributions.
A mark-up is the easiest piece to miss because it sits in the purchase price, not the fee table. Compare the trust's price with the appraisal and with what any affiliate paid.
At a hypothetical 12% load, $1,000,000 invested puts $880,000 into property equity.
Hypothetical: you exchange $1,000,000 into a DST whose PPM shows a 5% commission, a 1.5% dealer-manager fee, 2.5% of organization and offering costs, a 2% acquisition fee and 1% of financing costs, a 12% load. $120,000 leaves on day one and $880,000 becomes your share of property equity.
To get $1,000,000 back at sale, that equity must grow by about 13.6% after any disposition fee, before you have earned anything beyond distributions. Set that against the tax you would pay by not exchanging, as modelled at DST vs paying capital gains tax; run your own numbers with your CPA.
It bites because no rule caps the load on a private DST, so the comparison is yours to make.
FINRA Rule 2310 presumes the arrangements unfair if organization and offering expenses exceed 15% of gross proceeds in programs a member or its affiliate sponsors, or if total underwriting compensation exceeds 10%, but it applies to public offerings of direct participation programs and REITs. A Rule 506 DST is a private placement, so those figures are a yardstick rather than a limit.
What does apply is the selling firm's duty, restated in FINRA Regulatory Notice 23-08, to investigate the intended use of proceeds and payments between the issuer and its affiliates. For public non-traded REITs, the SEC notes that sales commissions and upfront offering fees usually total approximately 9 to 10 percent. Line-by-line fee detail across filed DSTs is at DST fees and loads.
Related questions
Is a lower load always the better offering?
Not on its own. The load is one cost; the property, the debt, the master lease and the sponsor's ongoing fees matter as much, so compare loads between offerings you would otherwise accept.
Where do I find the load before I invest?
In the PPM's estimated use-of-proceeds table, which lists each upfront cost. Check the commission figure against Form D Item 15 on EDGAR, using reading a DST PPM and Form D.
Do fee-based classes avoid the load?
They change its timing. The filed 10-K above describes certain classes that pay ongoing fees of up to 1.0% a year of equity or NAV; how that compares with a one-time commission depends on your hold, as covered at advisor fees and conflicts for DSTs.
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.