CAPITALIZATION | CAPITALIZATION Under the Company's charter, the Company has the authority to issue 1,000,000,000 shares of common stock and 50,000,000 shares of preferred stock. All shares of such stock have a par value of $0.01 per share. The Company's authorized shares of common stock are allocated between classes as follows: Common Stock No. of Authorized Shares Class A Shares 45,000,000 Class D Shares 45,000,000 Class I Shares 200,000,000 Class M-I Shares 200,000,000 Class N Shares 150,000,000 Class S Shares 200,000,000 Class T Shares 5,000,000 Class T2 Shares 150,000,000 Class Z Shares 5,000,000 1,000,000,000 Class A shares are subject to selling commissions of up to 3% of the purchase price, and annual dealer manager fees of 0.55% and distribution fees of 0.50% of NAV, both paid on a trailing basis. Class I shares are subject to annual dealer manager fees of 0.55% of NAV paid in a trailing basis, but are not subject to any selling commissions or distribution fees. Class M-I shares will not incur any up-front commissions or trailing fees. Class S shares are subject to selling commissions of up to 3% of the purchase price, and annual distribution fees of 0.85% of the NAV paid on a trailing basis for approximately seven years. Class T2 shares are subject to selling commissions of up to 3% of the purchase price, an up-front dealer manager fee of up to 0.50% of the purchase price, and annual distribution fees of 0.85% of the NAV paid on a trailing basis for approximately six years. Class D shares sold in the Private Offerings are subject to selling commissions of up to 1.0% of the purchase price, but do not incur any dealer manager or distribution fees. Class T and Class N shares are not sold in the primary portion of the Fourth Public Offering. Class T shares were sold in the primary portion of the Second Public Offering and the Third Public Offering. Class T shares are subject to annual distribution fees of 1.0% of NAV paid on a trailing basis for approximately three years from the date of purchase. Class N shares will be issued upon conversion of an investor's Class T shares upon the earliest of (i) the investor's Class T share account for a given public offering has incurred a maximum of 8.5% of commissions, dealer manager fees and distribution fees; (ii) the total underwriting compensation from whatever source with respect to a public offering exceeds 10% of the gross proceeds from the primary portion of such offering; (iii) a listing of the Class N shares; or (iv) the Company's merger or consolidation with or into another entity or the sale or other disposition of all or substantially all of the Company's assets. For the three and nine months ended September 30, 2024, 14,487 and 43,116 Class T shares were converted to 14,590 and 43,461 Class N shares, respectively. For the three and nine months ended September 30, 2023, 4,927 and 229,982 Class T shares were converted to 4,966 and 231,677 Class N shares, respectively. Class Z shares are expected to be sold only in a private offering to RREEF America. During the year ended December 31, 2021, 75,000 Class I shares owned by RREEF America were exchanged for 75,000 Class Z shares. Class Z shares do not incur any sales commissions, dealer manager fees or distribution fees. The Company's board of directors is authorized to amend its charter from time to time, without the approval of the stockholders, to increase or decrease the aggregate number of authorized shares of common stock or the number of shares of any class or series that the Company has authority to issue. Stock Issuance During the nine months ended September 30, 2024 and 2023, the Company issued common stock, excluding shares issued in the distribution reinvestment plan, as follows: Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 No. of shares Amount No. of shares Amount Class A Shares 2,151 $ 30 65,543 $ 1,029 Class D Shares 2,937 40 222,400 3,628 Class I Shares 195,334 2,679 445,677 6,720 Class M-I Shares 53,267 725 118,439 1,759 Class N Shares converted from Class T Shares, net 345 — 1,695 — Class T Shares — — 2,879 50 Class T2 Shares 76,309 1,063 190,344 3,040 Total 330,343 $ 4,537 1,046,977 $ 16,226 There were no Class S Shares issued as of September 30, 2024. Distribution Reinvestment Plan The Company has adopted a distribution reinvestment plan that allows stockholders to have the cash distributions attributable to the class of shares that the stockholder owns automatically invested in additional shares of the same class. Shares are offered pursuant to the Company's distribution reinvestment plan at the NAV per share applicable to that class, calculated as of the distribution date and after giving effect to all distributions. Stockholders who elect to participate in the distribution reinvestment plan, and who are subject to U.S. federal income taxation laws, will incur a tax liability on an amount equal to the fair value on the relevant distribution date of the shares of the Company's common stock purchased with reinvested distributions, even though such stockholders have elected not to receive the distributions used to purchase those shares of the Company's common stock in cash. Share Redemption Plan In an effort to provide the Company's stockholders with liquidity in respect of their investment in shares of the Company's common stock, the Company has adopted a share redemption plan. Prior to July 1, 2024, the Company's share redemption plan (the "Former SRP") offered the opportunity for daily redemptions whereby on a daily basis stockholders could request the redemption of all or any portion of their shares. Under the Former SRP, the redemption price per share was equal to the Company's NAV per share of the class of shares being redeemed on the date of redemption, subject to a short-term trading discount, if applicable. The total amount of redemptions in any calendar quarter was limited to shares whose aggregate value (based on the redemption price per share on the date of the redemption) was equal to 5% of the Company's combined NAV for all classes of shares as of the last day of the previous calendar quarter. In addition, if redemptions did not reach the 5% limit in a calendar quarter, the unused portion generally would have been carried over to the next quarter and not any subsequent quarter, except that the maximum amount of redemptions during any quarter could never exceed 10% of the combined NAV for all classes of shares as of the last day of the previous calendar quarter. If the quarterly volume limitation was reached on or before the third business day of a calendar quarter, redemption requests during the next quarter would be satisfied on a stockholder by stockholder basis, which the Company refers to as a per stockholder allocation, instead of a first-come, first-served basis. Pursuant to the per stockholder allocation, each stockholder would be allowed to request redemption at any time during such quarter of a total number of shares not to exceed 5% of the shares of common stock the stockholder held as of the end of the prior quarter. On December 9, 2022, the Company's board of directors modified the Former SRP to limit redemptions during the three months ended December 31, 2022 to 5% of the Company's combined NAV as of September 30, 2022. During the fourth quarter of 2022, each quarter of 2023, and the first quarter of 2024, the Company received share redemption requests in excess of 5% of its combined NAV as of the last day of the immediately previous quarter. For these six quarters, the applicable quarterly redemption volume limitation was reached on December 19, 2022, February 23, 2023, April 25, 2023, July 24, 2023, October 9, 2023 and January 4, 2024, respectively. Pursuant to the terms of the Former SRP, all redemption requests received during a calendar quarter prior to such dates were satisfied 100% on a first-come, first-served basis. Redemptions received on these dates were satisfied on a pro rata basis at 11.7%, 43.9%, 57.4%, 34.4%, 62.2% and 84.4% of the requested amount, without regard to share class. As a result of reaching the quarterly redemption volume limitation during these quarters, the Company did not accept any redemption requests during the applicable quarter following the date on which such limitation was reached. Stockholders who wished to request redemption of any unfulfilled requests were required to resubmit their redemption requests beginning on the first calendar day of the following quarter. Pursuant to the terms of the Former SRP, because the quarterly redemption volume limitation for the first quarter of 2024 was reached on the third business day of such quarter, redemption requests received during the quarter ending June 30, 2024 were satisfied in accordance with the per stockholder allocation as described above. On June 21, 2024, the Company's board of directors amended and restated the Company's share redemption plan, effective July 1, 2024 (the "New SRP"). Pursuant to the New SRP, stockholders of the Company may request, on a monthly basis, that the Company redeem all or any portion of their shares of common stock, provided that such redemptions (i) will be effected at a redemption price (the “Redemption Price”) equal to the NAV per share for such applicable class of shares as of a date (the “Redemption Pricing Date”) that is at least ten business days before their redemption (the “Redemption Date”) and (ii) will be limited to no more than 2.0% of the Company’s combined NAV per month and no more than 5.0% of the Company’s combined NAV per calendar quarter, with the Company’s combined NAV for each limit to be calculated as of the last calendar day of the prior quarter. After the close of business on the Redemption Pricing Date, and in any event no later than the opening of business on the immediately following business day, the Company will post the Redemption Price for each class of shares of common stock on its website. In the event that there is a material change in the NAV per share between the Redemption Pricing Date and the Redemption Date, the Company may determine that the previously-disclosed Redemption Price is no longer appropriate. If the Redemption Price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no redemption requests will be accepted for such month and stockholders who wish to have their shares redeemed the following month must resubmit their redemption requests. Each redemption request will be evaluated by the Company in consideration of rules and regulations promulgated by the Internal Revenue Service with respect to dividend equivalent redemptions. Redemptions that may be considered dividend equivalent redemptions may adversely affect the Company or its stockholders. Accordingly, the Company may reject any redemption request that it reasonably believes may be treated as a dividend equivalent redemption. While there is no minimum holding period, purchased shares (excluding shares acquired via the Company's distribution reinvestment plan) redeemed within 365 days of the date of purchase will be redeemed at the Company's NAV per share of the class of shares being redeemed on the Redemption Date less a short-term trading discount equal to 2% of the gross proceeds otherwise payable with respect to such purchased shares which are being redeemed. In the event that any stockholder fails to maintain a minimum balance of $500 (not in thousands) worth of shares of common stock, the Company may redeem all of the shares held by that stockholder at the Redemption Price in effect for the month in which such shares are redeemed by the Company, less the short-term trading discount of 2%, if applicable. Minimum account redemptions will apply even in the event that the failure to meet the minimum balance is caused solely by a decline in the Company's NAV. Pursuant to the New SRP, redemption requests received by the Company during each month of third quarter 2024 exceeded the applicable redemption cap for such month resulting in payments to stockholders of 31.9%, 50.7% and 24.3% of the redemption amount requested, respectively, for July, August and September 2024. During the three and nine months ended September 30, 2024 and 2023, redemptions were as shown below. The Company funded these redemptions with cash flow from operations, proceeds from its Offerings or borrowings. The weighted average redemption prices are shown before allowing for any applicable 2% short-term trading discounts. Three Months Ended September 30, 2024 Shares Weighted Average Share Price Amount Class A 123,903 $ 13.46 $ 1,668 Class I 502,368 13.56 6,812 Class T 261 13.56 4 Class D 248,602 13.59 3,378 Class N 27,533 13.48 371 Class M-I 45,272 13.48 610 Class T2 12,446 13.43 167 Nine Months Ended September 30, 2024 Shares Weighted Average Share Price Amount Class A 351,368 $ 13.58 $ 4,773 Class I 1,211,474 13.67 16,555 Class T 1,130 13.67 15 Class D 365,489 13.64 4,985 Class N 29,234 13.49 394 Class M-I 47,398 13.49 639 Class T2 52,289 13.56 709 Three Months Ended September 30, 2023 Shares Weighted Average Share Price Amount Class A 73,100 $ 14.35 $ 1,049 Class I 602,624 14.44 8,701 Class T 3,045 14.48 44 Class D 231,175 14.46 3,342 Class N 154,892 14.37 2,226 Class M-I — — — Class T2 — — — Nine Months Ended September 30, 2023 Shares Weighted Average Share Price Amount Class A 248,356 $ 15.59 $ 3,871 Class I 1,820,893 15.18 27,635 Class T 20,161 15.70 317 Class D 904,954 15.25 13,800 Class N 314,741 15.18 4,779 Class M-I — — — Class T2 5,410 16.08 87 The Company's board of directors has the discretion to suspend or modify the New SRP at any time, including in circumstances in which it (1) determines that such action is in the best interest of the Company's stockholders, (2) determines that it is necessary due to regulatory changes or changes in law or (3) becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are redeemed. In addition, the Company's board of directors may suspend the Offerings and the redemption plan, if it determines that the calculation of NAV is materially incorrect or there is a condition that restricts the valuation of a material portion of the Company's assets. Equity-Based Compensation The Company has in place an incentive compensation plan and an independent directors compensation plan (the “Compensation Plans”). The Compensation Plans were created to attract, retain and compensate highly-qualified individuals, who are not employees of RREEF Property Trust, Inc. or any of its subsidiaries or affiliates, for service as members of the board by providing them with competitive compensation. Pursuant to the independent directors compensation plan, upon completion of each annual stockholder meeting, the Company grants shares of restricted Class D common stock to each of the Company's independent directors (the "Annual Share Grant Awards"). The fair value of the Annual Share Grant Awards will be determined using the Company’s share price for the class of shares granted on the date of grant. The Annual Share Grant Awards shall vest and become non-forfeitable at the next annual stockholder meeting (approximately one year from issue date). The Company has elected to account for any forfeitures of restricted stock awards as they occur. Below is a summary of the activity, per share value and recognized expense for the stock awards. Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Stock Awards Class D Shares Weighted Average Grant Date Fair Value Class D Shares Weighted Average Grant Date Fair Value Outstanding, beginning of period 5,442 $ 13.78 5,034 $ 14.90 Changes during the period: Granted — — 5,442 13.78 Vested — — (5,034) 14.90 Forfeited — — — — Outstanding, end of period 5,442 13.78 5,442 13.78 Amount included in general and administrative expenses $ 19 $ 58 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Stock Awards Class D Shares Weighted Average Grant Date Fair Value Class D Shares Weighted Average Grant Date Fair Value Outstanding, beginning of period 5,034 $ 14.90 1,869 $ 17.40 Changes during the period: Granted — — 5,034 14.90 Vested — — (1,869) 17.40 Forfeited — — — — Outstanding, end of period 5,034 14.90 5,034 14.90 Amount included in general and administrative expenses $ 19 $ 45 |