UG NECESSITY RETAIL FUND III SEC REVIEW 2026
INDEPENDENT VERDICT
UG Necessity Retail Fund III LP has a verifiable SEC, sponsor and property-level operating trail that is considerably stronger than a real-estate offering supported only by marketing material. The Delaware limited partnership, SEC CIK 0002074920, filed a new Form D on September 10, 2026 reporting a completed $17.64 million Rule 506(c) offering, with the entire $17.64 million shown as sold, $0 remaining, 55 investors and a $35,000 minimum outside investment. The filing gives a first-sale date of November 15, 2023 and identifies Brad LaRue, Christopher Kostanecki and Ezra Ripple as related persons. Brad LaRue signed as CEO of the issuer's general partner. The San Rafael address in the filing—1000 Fourth Street, Suite 290—matches United Growth's public corporate address, while United Growth identifies LaRue as CEO and states that he oversees investment management, capital formation and the firm's Investment Committee. This combination creates a strong legal-to-operating-company bridge rather than relying on name similarity alone.
The fund's most distinctive evidence comes from properties that can be traced beyond the Form D. United Growth publicly identifies multiple acquisitions specifically as investments of UG Necessity Retail Fund III. The Ridge at Creekside in Roseville, California is described as a roughly 190,000-square-foot, fully occupied center with tenants including Floor & Decor, Macy's Furniture Gallery, World Market and REI. The Streets of Chester in Chester, New Jersey is a roughly 105,000-square-foot neighborhood center acquired at approximately 68% occupancy, with tenants including Starbucks, Dean's Natural Market and Jersey Mike's; United Growth explicitly described the vacancy as a lease-up opportunity. More recently, Town Center Plaza in Palm Desert, California was identified as an approximately 82,000-square-foot Fund III acquisition anchored by Trader Joe's, Michaels and Aspen Dental, again with lease-up upside. Those assets reveal the actual strategy more clearly than the generic "Commercial" industry classification in Form D: the portfolio is not simply passive ownership of fully stabilized net-leased real estate, but a necessity-oriented retail strategy that can combine durable daily-needs tenancy with redevelopment, leasing and occupancy-improvement opportunities.
That strategy is consistent with United Growth's broader operating history. The firm says it has focused on retail development and investment since 1986 and describes itself as a fully integrated national retail development, investment and asset-management platform. Its current materials emphasize shopping centers anchored by essential goods and services, while CEO Brad LaRue reports more than 25 years of commercial real-estate experience and involvement across more than 10 million square feet of retail assets during his career. The earlier UG Necessity Retail Fund 2 provides additional evidence that the "Necessity Retail" label represents an operating fund series rather than a newly created brand: SEC records show Fund 2 as a separate Delaware LP formed in 2019 under CIK 0001801200 at the same San Rafael platform, and United Growth has publicly documented asset-level realizations from that vehicle. In North Richland Hills, Texas, United Growth reported leasing vacant space at The Crossing, increasing occupancy from roughly 80% to 99%, selling the main shopping-center components and outparcels, and later completing the remaining Kohl's-related disposition. It separately reported the realization of Temecula Butterfield Station after leasing its anchor space to Smart & Final and subdividing the project into multiple sales. Those examples do not prove Fund III returns, but they independently show the sponsor's stated value-creation model—leasing, subdivision, repositioning and disposition—being applied in a prior fund vintage.
The September 2026 filing also exposes important economics that should not be hidden behind the $17.64 million headline. Wren Capital LLC, CRD 150721, is named as the sales-compensation recipient, with solicitation listed in California, Massachusetts and New York. The issuer estimates approximately $500,000 of sales commissions; compared mechanically with the $17.64 million offering, that is about 2.8%, although the filing expressly warns that the actual amount may be higher or lower and the ratio should not be treated as every investor's personal commission rate. The filing additionally reports an estimated $233,296 of proceeds used or proposed to reimburse organizational costs involving named related persons. Those disclosures deserve investor attention because the economic return from a relatively small private real-estate fund can be materially affected by fundraising expenses, acquisition fees, asset-management charges, financing costs, property-level capital expenditure, disposition fees and carried interest. Form D does not disclose the full waterfall, preferred return, promote, leverage limits or property-level financing, so those items still require the partnership agreement and PPM.
The strongest public evidence therefore supports existence, fundraising completion, sponsor continuity and identifiable underlying assets; the major unknowns are fund-level financial performance and current asset economics. Investors should determine the current NAV after the $17.64 million raise, total equity and debt invested across each property, cost basis, current appraised values, occupancy and NOI changes, tenant-credit concentrations, lease expirations, debt maturities, interest-rate exposure, capital-expenditure requirements and realized versus unrealized returns. The Streets of Chester illustrates both the opportunity and the risk: acquiring at 68% occupancy can create significant upside if vacant space is leased on attractive terms, but prolonged vacancy, tenant-improvement costs or weaker local demand can reduce returns. Likewise, grocery-, service- and national-tenant exposure may be more defensive than discretionary retail, but "necessity retail" does not eliminate refinancing, tenant bankruptcy, leasing or property-value risk. The September 2026 Form D confirms that the $17.64 million offering was fully sold to 55 investors; it does not establish current NAV, future distributions or the eventual profitability of the underlying real estate.
SEC SNAPSHOT
SEC FILE NUMBER: 021-596995 LATEST FORM D: September 10, 2026 YEAR FORMED: 2023 INDUSTRY CLASSIFICATION: Commercial SECURITY TYPE: Limited Partnership Interests FEDERAL EXEMPTION: Rule 506(c) OFFERING DURATION: More than one year TOTAL REMAINING: $0 NON-ACCREDITED INVESTORS: None indicated BUSINESS COMBINATION: No REVENUE / NAV RANGE: Declined to disclose
RELATED PERSONS
BRAD LARUE: Executive Officer and Director CHRISTOPHER KOSTANECKI: Director EZRA RIPPLE: Director FORM D SIGNER: Brad LaRue SIGNER TITLE: CEO of the Issuer's General Partner
SALES / OFFERING ECONOMICS
SALES COMPENSATION RECIPIENT: Wren Capital LLC BROKER / DEALER: Wren Capital LLC SOLICITATION STATES LISTED: California; Massachusetts; New York ESTIMATED SALES COMMISSIONS: $500,000 ESTIMATED FINDERS' FEES: $0 ESTIMATED RELATED-PERSON USE OF PROCEEDS: $233,296 USE-OF-PROCEEDS EXPLANATION: Reimbursement for organizational costs APPROXIMATE COMMISSION / OFFERING RATIO: 2.8% IMPORTANT: The filing states the $500K commission amount is an estimate and actual expense may differ
SPONSOR / WEBSITE PENETRATION
OPERATING SPONSOR: United Growth HEADQUARTERS: 1000 Fourth Street, Suite 290, San Rafael, CA 94901 ADDRESS MATCH WITH FORM D: CONFIRMED CEO: Brad LaRue FORM D / SPONSOR PERSON MATCH: CONFIRMED UNITED GROWTH OPERATING HISTORY: Company reports history beginning in 1986 CORE BUSINESS: Retail real-estate development, investment and asset management SPECIALIZATION: Necessity-based retail BRAD LARUE EXPERIENCE: 25+ years reported by United Growth INVESTMENT COMMITTEE: Brad LaRue; Matt Cuneo; Chris Kostanecki; Zeb Ripple GENERAL PARTNER LEGAL NAME: Requires confirmation from current partnership documents CURRENT FUND AUDITOR: NOT IDENTIFIED IN FORM D CURRENT FUND ADMINISTRATOR: NOT IDENTIFIED IN FORM D CURRENT FUND NAV: NOT DISCLOSED BY FORM D CURRENT LEVERAGE: NOT DISCLOSED BY FORM D MANAGEMENT FEE: REQUIRES PPM / LPA PREFERRED RETURN: REQUIRES PPM / LPA CARRIED INTEREST / PROMOTE: REQUIRES PPM / LPA FUND TERM: REQUIRES PPM / LPA
IDENTIFIED FUND III PROPERTY EVIDENCE
THE RIDGE AT CREEKSIDE: Roseville, California PROPERTY SIZE: Approximately 190,000 SF REPORTED OCCUPANCY AT ACQUISITION: 100% IDENTIFIED TENANTS: Floor & Decor; Macy's Furniture Gallery; World Market; REI FUND III CONNECTION: Publicly identified by United Growth
THE STREETS OF CHESTER: Chester, New Jersey PROPERTY SIZE: Approximately 105,000 SF REPORTED OCCUPANCY AT ACQUISITION: Approximately 68% IDENTIFIED TENANTS: Starbucks; Dean's Natural Market; Jersey Mike's; other retailers VALUE-CREATION STORY: Lease-up opportunity in supply-constrained market FUND III CONNECTION: Publicly identified by United Growth
TOWN CENTER PLAZA: Palm Desert, California PROPERTY SIZE: Approximately 82,000 SF IDENTIFIED TENANTS: Trader Joe's; Michaels; Aspen Dental LOCATION: Highway 111 corridor VALUE-CREATION STORY: Lease-up upside FUND III CONNECTION: Publicly identified by United Growth
PRIOR-FUND CONTINUITY
PREDECESSOR: UG Necessity Retail Fund 2 LP YEAR FORMED: 2019 HEADQUARTERS: Same United Growth San Rafael platform KNOWN OPERATING EXAMPLES: The Crossing in North Richland Hills; Temecula Butterfield Station THE CROSSING STORY: Occupancy reportedly increased from approximately 80% to 99% before staged property dispositions TEMECULA BUTTERFIELD STORY: Anchor space leased to Smart & Final followed by subdivision and multiple component sales IMPORTANT: Fund 2 operating results do not establish Fund III investment performance
CAPITAL INTERPRETATION
$17.64M: Total amount reported sold under the September 2026 Fund III Form D $17.64M IS NOT AUTOMATICALLY: Current NAV; current property equity; gross asset value; total portfolio value; current investor equity PROPERTY DEBT: Not captured by the Form D fundraising figure PROPERTY APPRECIATION / DEPRECIATION: Not captured by the Form D fundraising figure DISTRIBUTIONS: Not captured by the Form D amount sold DO NOT ADD FUND 2 CAPITAL: Fund 2 is a separate legal vehicle and vintage
ENTITY PENETRATION STATUS
SEC issuer identity — CONFIRMED CIK 0002074920 — CONFIRMED September 10, 2026 Form D — CONFIRMED $17.64M offering — CONFIRMED $17.64M sold — CONFIRMED 55 investors — CONFIRMED $35K minimum — CONFIRMED Rule 506(c) — CONFIRMED November 15, 2023 first sale — CONFIRMED United Growth address match — CONFIRMED Brad LaRue sponsor relationship — CONFIRMED United Growth necessity-retail specialization — CONFIRMED Fund 2 predecessor structure — CONFIRMED The Ridge at Creekside Fund III link — CORROBORATED The Streets of Chester Fund III link — CORROBORATED Town Center Plaza Fund III link — CORROBORATED Wren Capital distribution relationship — CONFIRMED IN FORM D Current NAV — NOT PUBLICLY DISCLOSED Current property debt — NOT PUBLICLY DISCLOSED IN FORM D Fund-level IRR — NOT PUBLICLY DISCLOSED Fund-level cash-on-cash return — NOT PUBLICLY DISCLOSED Audited financial statements — REQUIRE INVESTOR DOCUMENTS Exact waterfall / promote — REQUIRE FUND DOCUMENTS
CORE INVESTOR QUESTIONS
What is Fund III's current NAV What is the current gross asset value of the portfolio How much property-level debt is outstanding What loan-to-value ratio applies to each asset What are the interest rates and maturity dates How much debt is fixed versus floating What is current portfolio occupancy How has occupancy changed since acquisition What is current portfolio NOI How much NOI growth has been produced through lease-up What are the largest tenant concentrations How much rent comes from Trader Joe's and other anchor tenants What percentage of rent is necessity-based versus discretionary What is the weighted-average lease term Which leases expire during the fund term How much tenant-improvement and leasing-commission capital remains What capital expenditures are planned What acquisition fee applies What asset-management fee applies What property-management fee applies What financing or refinancing fees apply What disposition fee applies What preferred return applies What sponsor promote or carried interest applies What distribution waterfall applies How much of the $500K estimated sales commission was ultimately paid Who economically bears sales commissions How was the $233,296 organizational reimbursement calculated What affiliate expenses are reimbursable Who is the current auditor Are annual financial statements audited What is the targeted holding period What extension rights does the GP have Can investors transfer LP interests What key-person protections apply if Brad LaRue leaves What conflicts exist between Fund III and other United Growth vehicles How are investment opportunities allocated among United Growth funds
CORE RISKS
Retail real-estate risk; tenant-credit risk; tenant bankruptcy; vacancy; lease-up execution; tenant-improvement costs; leasing commissions; refinancing risk; interest-rate risk; property-level leverage; cap-rate expansion; valuation declines; local-market concentration; discretionary-retail exposure within mixed centers; development and entitlement risk; construction cost inflation; operating expense increases; property-tax increases; illiquidity; long fund holding periods; sponsor key-person risk; related-party expense risk; sales-cost drag; promote and fee drag; valuation uncertainty; concentration in a limited number of properties; Form D amount sold is not current NAV; prior Fund 2 transactions do not guarantee Fund III results.
PRIMARY EVIDENCE REVIEWED
U.S. Securities and Exchange Commission UG Necessity Retail Fund III LP CIK 0002074920 Form D September 10, 2026
U.S. Securities and Exchange Commission UG Necessity Retail Fund 2 LP CIK 0001801200 Historical Form D and Form D/A filings
United Growth official website Company history Brad LaRue biography Investment Committee Sponsor address and contact information Necessity-retail strategy
United Growth public transaction materials The Ridge at Creekside The Streets of Chester Town Center Plaza The Crossing Temecula Butterfield Station
IMPORTANT FORM D NOTICE
Form D is a notice of an exempt securities offering. It does not mean that the SEC has approved UG Necessity Retail Fund III, United Growth, Wren Capital, any underlying shopping center, the sponsor's valuation methodology or the projected return of the fund.
The September 10, 2026 filing confirms a $17.64 million Rule 506(c) offering that the issuer reported as fully sold to 55 investors.
That is meaningful evidence of completed capital formation.
It is not evidence that the fund currently has a $17.64 million NAV or that the underlying real estate has appreciated.
INDEPENDENT ASSESSMENT
UG Necessity Retail Fund III has a comparatively strong evidence chain because the research can move from the SEC filing to the sponsor, from the sponsor to named executives, and then from the fund to identifiable operating properties.
Its distinctive story is not simply a $17.64 million capital raise.
It is a small-to-mid-sized private real-estate fund using United Growth's necessity-retail platform to acquire both stabilized and lease-up-oriented shopping centers, with publicly identifiable assets ranging from a fully occupied Roseville center to a 68%-occupied New Jersey property and a Trader Joe's-anchored Palm Desert acquisition.
The prior Fund 2 record adds evidence that United Growth has previously executed leasing, subdivision and disposition strategies in the same fund family.
The principal diligence gap is financial rather than existential.
Investors still need current NAV, property-level debt, NOI, occupancy trends, lease expirations, valuations, audited financial statements, complete fees and the partnership waterfall to evaluate actual Fund III economics.
Form D verifies the offering.
Property-level evidence verifies the operating strategy.
Neither guarantees the investment return.