RESEARCH

Is Capital Square Legit? SEC Form D, $7B+ AUM, 47 DST Exits & 1031 Real Estate Review 2026

Is Capital Square Legit? SEC Form D, $7B+ AUM, 47 DST Exits & 1031 Real Estate Review 2026

DST ownership also restricts operational flexibility. Delaware statutory trusts designed for 1031 treatment operate within tax and legal constraints intended to preserve passive beneficial ownership. Investors do not control day-to-day decisions and typically cannot demand redemption. A sponsor may hold a property for many years, and no active public exchange exists for most DST interests. Investors needing liquidity can therefore face substantial discounts or no practical secondary market.

Debt can materially affect outcomes. Leveraged DSTs provide replacement debt that may help a 1031 investor satisfy exchange requirements, but leverage also amplifies both gains and losses. Rising interest rates can affect refinancing and property values. Capital Square's June 2026 Texas Active Living Portfolio II is notable precisely because it is all-cash with no mortgage financing, demonstrating that not every Capital Square DST has identical debt risk. The absence of debt reduces foreclosure/refinancing risk but can also change expected cash-on-cash returns and the amount of replacement debt available to an exchanger.

Multifamily concentration introduces property-specific risks. Apartments can benefit from long-term housing demand but remain sensitive to new construction, local employment, property taxes, insurance, payroll, maintenance, concessions and rent regulation. Capital Square's Sunbelt concentration historically benefited from population migration, but rapid apartment development in some markets can pressure occupancy and rent growth.

Opportunity Zone projects add development risk. Unlike stabilized DST property, QOZ investments can depend on construction budgets, lease-up, entitlement and long holding periods. Tax benefits may improve after-tax economics for qualifying investors but cannot rescue a development whose property-level economics fail.

Sales costs also require careful review. The June 2026 Capital Square Apartment REIT filing alone estimates as much as $1.96 million in sales commissions and non-accountable fees on a $50 million offering. An individual DST or QOZ fund can have different dealer-manager, selling-commission, placement, acquisition or organizational expenses. Investors should calculate how much of every $100 subscribed actually reaches property equity.

Another regulatory distinction is important: Capital Square offerings are frequently distributed through WealthForge Securities, LLC, a FINRA/SIPC-member broker-dealer that Capital Square explicitly states is a separate entity. WealthForge's regulatory status should not be transferred to Capital Square Realty Advisors or treated as a government approval of the underlying real-estate investment. Similarly, SIPC does not protect investors against declines in property value or the failure of a DST.

Researchers should also avoid confusing this sponsor with unrelated businesses named "Capital Square." A separate advisory business called Capital Square, LLC appears under CRD 286098 in adviser databases. The reviewed evidence does not establish that entity as the same legal investment-management organization as Virginia-based Capital Square Realty Advisors. FilingDossier should therefore rely on the exact sponsor entities, addresses, executive names and Form D relationships rather than importing unrelated same-name RIA data.

FINAL ASSESSMENT

Capital Square has one of the more extensive and independently traceable tax-advantaged real-estate platforms in the FilingDossier review set. The evidence extends well beyond one current offering:

Founded in 2012. More than $7 billion of company-reported AUM. More than $9 billion of real-estate transaction volume. 145-plus sponsored offerings. More than 175 real-estate assets. 20,450-plus apartment units transacted. 10,300-plus investor fund accounts. More than $543 million of investor distributions. A vertically integrated property-management and development platform. Numerous independently searchable SEC Form D issuers. A private Apartment REIT. Multiple Qualified Opportunity Zone funds. And 47 completed full-cycle DST programs by July 2026.

The latest full-cycle evidence is also tangible: Capital Square sold 2000 West Creek Apartments for $115 million after acquiring it for $103 million in 2019, while reporting more than $17.5 million of distributions during the hold and a 137% total return under its stated methodology. That is substantially stronger evidence of realized transaction history than an investment platform supported only by projected IRRs.

However, institutional substance does not make every Capital Square offering equivalent.

The central analytical question is the exact legal wrapper.

A DST investor is purchasing a passive beneficial interest in specific real estate.

A QOZ investor is taking development and tax-rule risk.

A REIT investor owns shares in a broader corporate portfolio.

A development-fund investor can assume construction and lease-up risk.

Each has different fees, leverage, duration, liquidity and tax treatment.

For investors, the strongest diligence should therefore move from the Capital Square brand down to the individual property and offering:

What does the vehicle own What did Capital Square pay How much debt exists What interest rate and maturity apply How much of investor capital is consumed by selling and offering costs What fees go to Capital Square affiliates What is current occupancy and rent growth What capital expenditure is required What is the exit assumption What happens if a 1031 investor needs liquidity before the property is sold And exactly which tax benefit is being deferred rather than permanently eliminated

Capital Square's SEC Form D filings confirm exempt securities offerings.

The firm's realized DST history provides meaningful evidence of completed property cycles.

Neither represents SEC approval of Capital Square, a particular DST, the Apartment REIT, its property valuations, its tax consequences or future investment returns.

SEC SNAPSHOT

REVIEWED BRAND: Capital Square

PRIMARY SPONSOR ENTITY: Capital Square Realty Advisors, LLC

FOUNDED: 2012

FOUNDER: Louis J. Rogers

CURRENT SENIOR LEADERSHIP: Louis J. Rogers Founder and Co-Chief Executive Officer

Whitson A. Huffman Co-Chief Executive Officer Chief Investment Officer

HEADQUARTERS: 4851 Lake Brook Drive Glen Allen, Virginia 23060

HISTORICAL HEADQUARTERS: 10900 Nuckols Road Suite 200 Glen Allen, Virginia 23060

CURRENT COMPANY-REPORTED PLATFORM SCALE:

AUM: $7B+

REAL ESTATE TRANSACTED: $9B+

SPONSORED OFFERINGS: 145+

REAL ESTATE ASSETS: 175+

INVESTOR FUND ACCOUNTS: 10,300+

INVESTOR DISTRIBUTIONS: $543M+

APARTMENT UNITS TRANSACTED: 20,450+

PORTFOLIO-WIDE OCCUPANCY: 92%

TEAM: 385

MULTIFAMILY DEVELOPMENT PROJECTS: 13

PROPERTY MANAGEMENT: Capital Square Living

CS LIVING STATES: 8

APARTMENTS MANAGED: 13,000+ according to July 2026 Capital Square disclosure

PRIMARY PRODUCT TYPES:

Delaware Statutory Trusts Section 1031 Exchange Offerings Qualified Opportunity Zone Funds Real Estate Development Funds Private REIT Multifamily Build-for-Rent Active Adult Housing

CURRENT MAJOR SEC VEHICLE:

Capital Square Apartment REIT, Inc.

CIK: 0001853758

JURISDICTION: Maryland

YEAR FORMED: 2020

LATEST IDENTIFIED FORM D/A: June 24, 2026

FIRST SALE: July 9, 2025

EXEMPTION: Rule 506(c)

INDUSTRY: REITs & Finance

SECURITY: Equity

TOTAL OFFERING: $50,000,000

TOTAL SOLD: $29,708,794

REMAINING: $20,291,206

INVESTORS: 130

SALES COMPENSATION RECIPIENT: WealthForge Securities, LLC

WEALTHFORGE CRD: 152550

ESTIMATED SALES COMMISSIONS / NON-ACCOUNTABLE FEES: Up to $1,960,000

MAXIMUM SALES COMMISSIONS: $1,200,000

MAXIMUM NON-ACCOUNTABLE FEES: $760,000

AFFILIATE ORGANIZATIONAL / OFFERING EXPENSES: Approximately $200,000 estimated

RELATED PERSONS INCLUDE: Louis J. Rogers Whitson A. Huffman Jeffrey A. Gregor David Reiner Jay Olander Mark Mercado Jacqueline Rogers David McKenney Gus Remppies

FORM D SIGNER: Whitson A. Huffman

TITLE: Chief Executive Officer

OPERATING PARTNERSHIP:

Capital Square Apartment Operating Partnership, L.P.

CIK: 0001967843

JURISDICTION: Delaware

GENERAL PARTNER: Capital Square Apartment REIT, Inc.

DST PLATFORM:

CORE STRUCTURE: Individual property or portfolio Delaware statutory trusts.

RECURRING SEC SPONSOR: Capital Square Realty Advisors, LLC

RECURRING MANAGER: CSRA Manager, LLC

TYPICAL PURPOSE: Accredited-investor real-estate ownership Section 1031 replacement property Income Long-term appreciation

LATEST MAJOR FULL-CYCLE EXAMPLE:

CS1031 2000 West Creek Apartments, DST

PROPERTY: 2000 West Creek Apartments

LOCATION: Richmond, Virginia

UNITS: 373 total 357 apartments 16 townhomes

ACQUIRED: October 2019

ACQUISITION PRICE: $103 million

SOLD: July 2026

SALE PRICE: $115 million

HOLD PERIOD: Nearly seven years

INVESTOR DISTRIBUTIONS: $17.5M+

SPONSOR-REPORTED TOTAL RETURN: 137%

1031 INVESTORS: 115

IMPORTANT: 137% total return under Capital Square's methodology includes return of original principal plus distributions/sale proceeds. It should NOT be described as a 137% profit.

FULL-CYCLE DST PROGRAMS COMPLETED: 47 as of July 16, 2026

SPONSOR-REPORTED AUDITED DST TRACK-RECORD REFERENCE: Average total return previously reported at 154.70% as of February 17, 2026 measurement date.

IMPORTANT: Five additional DSTs subsequently went full cycle. Updated averages had not yet been recalculated in the cited July disclosure.

CURRENT 2026 DST EXAMPLE:

CS1031 Texas Active Living Portfolio II, DST

LAUNCH: June 11, 2026

ASSETS: Two active-adult housing communities

LOCATIONS: Kerrville, Texas Round Rock, Texas

STRUCTURE: All-cash

MORTGAGE DEBT: None at acquisition

INVESTOR TYPE: Accredited Investors

OPPORTUNITY ZONE PLATFORM:

SELECT VEHICLE: CSRA Opportunity Zone Fund IX, LLC

CIK: 0002029824

JURISDICTION: Virginia

ORIGINAL FORM D: July 10, 2024

EXEMPTION: Rule 506(c)

OFFERING: $77,395,000

SEPTEMBER 15, 2025 AMENDMENT:

REPORTED SOLD: $15,924,305

REMAINING: $61,470,695

RELATED ENTITIES: Capital Square Realty Advisors, LLC CSRA Manager, LLC

RELATED PERSON: Louis Rogers

DISTRIBUTION: WealthForge Securities, LLC

DISTINCT LEGAL LAYERS:

Capital Square: Public-facing operating brand.

Capital Square Realty Advisors, LLC: Recurring sponsor/promoter in SEC filings.

CSRA Manager, LLC: Recurring manager/director/promoter of individual vehicles.

Individual DST: Actual issuer / investment vehicle for a particular property.

Capital Square Apartment REIT: Separate Maryland REIT issuer.

Capital Square Apartment Operating Partnership: REIT operating partnership.

CSRA Opportunity Zone Funds: Separate tax-advantaged development investment vehicles.

Capital Square Living: Property-management affiliate.

WealthForge Securities: Independent broker-dealer used for securities distribution.

DO NOT TREAT THESE AS ONE LEGAL ENTITY.

IMPORTANT SAME-NAME WARNING:

Capital Square, LLC CRD 286098

appears in investment-adviser databases but should NOT automatically be attributed to Virginia-based Capital Square Realty Advisors.

No direct legal bridge was established in the reviewed evidence.

Do not use its approximately $450M ADV AUM as Capital Square Realty Advisors AUM.

CORE TAX DISTINCTIONS:

DST / 1031: Typically designed as replacement-property ownership for qualifying Section 1031 exchanges.

Opportunity Zone: Capital-gain reinvestment structure with separate statutory requirements and long-term tax treatment.

REIT: Corporate real-estate investment structure.

Development Fund: Construction / lease-up / development exposure.

These structures have different tax consequences and should not be presented interchangeably.

WEBSITE / ENTITY PENETRATION:

Official website — CONFIRMED 2012 founding — CONFIRMED Louis Rogers — CONFIRMED Whitson Huffman — CONFIRMED $7B+ AUM — COMPANY REPORTED $9B+ transactions — COMPANY REPORTED 175+ real estate assets — COMPANY REPORTED 145+ offerings — COMPANY REPORTED $543M+ distributions — COMPANY REPORTED Numerous SEC DST filings — CONFIRMED Capital Square Realty Advisors promoter role — CONFIRMED CSRA Manager role — CONFIRMED Apartment REIT — CONFIRMED 2026 Apartment REIT amendment — CONFIRMED Opportunity Zone vehicles — CONFIRMED WealthForge distribution relationship — CONFIRMED 47 full-cycle DSTs — COMPANY REPORTED West Creek sale — CONFIRMED THROUGH COMPANY / TRANSACTION DISCLOSURE Complete current vehicle-by-vehicle net IRR — NOT GENERALLY PUBLIC Complete affiliate fee schedules — VEHICLE SPECIFIC / REQUIRE PPM

CORE INVESTOR QUESTIONS:

Which exact Capital Square vehicle am I buying Is it a DST, REIT, Opportunity Zone fund or development fund What property or properties does it own What percentage of my subscription reaches actual property equity What upfront commissions are charged What non-accountable dealer fees apply What acquisition fee applies What financing fee applies What asset-management fee applies What property-management fee applies What disposition fee applies Are affiliated development or construction fees charged What leverage exists What is loan-to-value Is debt fixed or floating When does the loan mature Is the loan interest-only What prepayment restrictions exist What happens if refinancing is unavailable What is current occupancy What is current rent growth How much competing apartment supply is under construction What major capital expenditures remain How was the property appraised What is the sponsor's exit cap-rate assumption What is current distribution coverage Are distributions funded entirely from operations What happens if distributions exceed property cash flow How long is the expected hold Can the investor sell before the DST liquidates What secondary-market discount might apply Exactly what Section 1031 tax basis carries into the DST What happens to deferred gain at sale Will the sponsor offer another 1031 replacement vehicle For QOZ investments, what tax rules and holding requirements apply What audited performance exists for the exact comparable strategy

CORE RISKS:

Real estate market risk Multifamily oversupply Occupancy decline Rent-growth slowdown Property-tax increases Insurance-cost increases Operating-cost inflation Interest-rate risk Mortgage leverage Refinancing risk Development risk Construction cost overruns Opportunity Zone execution risk DST illiquidity No investor redemption right Long hold periods Sponsor discretion Related-party fees Selling commissions Property valuation risk Exit cap-rate expansion Potential adverse tax consequences 1031 qualification risk Opportunity Zone qualification risk Tax-law changes Private REIT liquidity limitations Past DST performance may not repeat Loss of entire investment principal is possible

INDEPENDENT CONCLUSION:

Capital Square has built a substantial and independently verifiable tax-advantaged real-estate platform since 2012.

Its evidence chain includes:

$7B+ company-reported AUM. $9B+ real-estate transaction volume. 175+ properties. 145+ sponsored investment offerings. 10,300+ investor fund accounts. $543M+ investor distributions. 20,450+ apartment units transacted. Numerous SEC-filed DST issuers. Qualified Opportunity Zone funds. Capital Square Apartment REIT. An in-house multifamily development and property-management platform. And 47 completed full-cycle DST programs by July 2026.

Those facts provide strong evidence of scale and operating continuity.

The most important analytical issue is not whether Capital Square exists.

It is whether the exact tax-advantaged structure being offered provides acceptable economics after fees, leverage, illiquidity and tax constraints.

The platform's strongest distinctive evidence is its realized DST history.

But even here investors must interpret performance language correctly.

A reported 137% total return is not the same thing as a 137% investment profit.

A $7B AUM platform is not a $7B single fund.

A $9B transaction history is not current NAV.

And a WealthForge broker-dealer relationship is not SEC or FINRA approval of the underlying Capital Square real-estate investment.

For serious diligence, investors should obtain the PPM, appraisal, property financials, rent roll, loan documents, fee schedule, tax opinion, audited sponsor track record and expected disposition assumptions for the exact vehicle.

Form D confirms an exempt securities offering.

Section 1031 and Opportunity Zone structures can provide significant tax benefits when statutory requirements are satisfied.

Neither tax treatment nor SEC filing guarantees investment performance, liquidity, property appreciation or preservation of principal.

PRIMARY EVIDENCE REVIEWED:

U.S. SEC EDGAR Capital Square Apartment REIT, Inc. CIK 0001853758 Form D/A filed June 24, 2026

U.S. SEC EDGAR Capital Square Apartment Operating Partnership, L.P. CIK 0001967843

U.S. SEC EDGAR Capital Square Glendale BFR, LLC CIK 0001992240

U.S. SEC EDGAR Historical CS1031 Delaware Statutory Trust filings

Electronic Filing Depository / SEC CSRA Opportunity Zone Fund IX, LLC CIK 0002029824

Capital Square official website Current platform scale DST / 1031 program Opportunity Zone funds Development platform Capital Square Living

Capital Square July 16, 2026 CS1031 2000 West Creek Apartments DST full-cycle sale

Capital Square June 11, 2026 CS1031 Texas Active Living Portfolio II DST launch

Important Form D notice: A Form D filing is a notice filing for an exempt securities offering. It does not mean that the U.S. Securities and Exchange Commission has approved, licensed, endorsed, or verified the issuer or the offering. Readers should verify information through official SEC sources and conduct their own due diligence.
Verification note: SEC.gov and the relevant regulator's official records remain authoritative. This site's research is independent editorial content.