Dakota Real Estate Investment Trust OFFERING CIRCULAR UNDER REGULATION A 240,000 Class A Voting Shares 105,500 Class B Non-Voting Shares 240,000 Class I Voting Shares Issuable at $18.05 per Share Under the Distribution Reinvestment Plan

The Dakota Real Estate Investment Trust (the “Trust”) is a business trust organized under the laws of North Dakota. The Trust’s assets consist of a controlling interest in DAKOTA UPREIT LIMITED PARTNERSHIP (the “UPREIT” and, collectively with the Trust, “we” and “our”), a North Dakota limited partnership. The UPREIT invests in and operates real estate. The Trust is the General Partner of the UPREIT. Our principal place of business is 3003 32nd Avenue South, Suite 250, Fargo, North Dakota 58103, our telephone number is (701) 239-6879 and our website is www.dakotareit.com.

Pursuant to an Offering Statement (the “Offering Statement”) qualified with the Securities and Exchange Commission (the “SEC”) on the date hereof we are offering (the “Offering”) our Class A Voting Shares (the “Class A Shares”), our Class B Non-Voting Shares (the “Class B Shares”), and our Class I Voting Shares (the “Class I Shares” and collectively with the Class A Shares and Class B Shares, the “Shares”) to existing Shareholders of the Trust who or which elect to participate in our Distribution Reinvestment Plan (the “DRIP”) to apply distributions payable to them for the acquisition of Shares at the rate one share for each $18.05 of distribution payable to the participant. This Offering Circular is provided to participants in the DRIP for use in considering continuation of their participation in and to other shareholders considering becoming participants in the DRIP.

You should not acquire Shares if you cannot afford a complete loss of your investment. Investing in the Shares involves material risks (See “RISK FACTORS” beginning on page 4).

The Offering will terminate at the earlier of issuance of all of the Shares or September 30, 2027.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC; HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISION OF ANY STATE NOR HAS THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Offering Circular is _____ __, 2026

TABLE OF CONTENTS

WHO MAY PARTICIPATE IN THE OFFERING

This Offering Circular does not constitute an offer to issue or a solicitation of an offer to acquire any securities offered hereby in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer.

Required Residence / Domicile to Invest. This Offering is available to shareholders of the Trust who are residents of or entities domiciled in a state in which we have qualified the issuance of Shares under the DRIP by registration or pursuant to an exemption from registration in accordance with laws of such state related to the offer and issuance of the Shares. Individuals are residents of the state in which they maintain their principal residence. A corporation, partnership, trust or other entity is domiciled in the state where the principal office of the entity is located.

Participation in the DRIP. To participate in the Offering, investors must be a participant in the DRIP and have their shareholder registration with the Trust reflect that the participant meets the residency / domicile requirements addressed above. If the election is made by a shareholder to participate in the DRIP and the shareholder’s residence or domicile is not within a state in which we have qualified the issuance of Shares under the DRIP pursuant to the securities regulations of that state, we may defer the issuance of the Shares pending such qualification.

The Shares are offered subject to withdrawal or cancellation of the Offering at any time without prior notice. The Trust reserves the right to terminate the Offering of any of the Class A, Class B or the Class I Shares and continue the Offering of the other class or classes of Shares.

IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR

Please carefully read the information in this Offering Circular and any supplements thereto. You should rely only upon the information in this Offering Circular as we have not authorized anyone to provide any different information regarding us or this Offering.

Offering Statement. This Offering Circular is part of an offering statement we have filed with the SEC and may amend from time to time (the “Offering Statement”). We contemplate this being a “continuous offering” and thus we anticipate that we may prepare and distribute supplements or amendments and restatements to add to or change information contained in the Offering Circular contained in the Offering Statement. Our Offering Statement includes exhibits that provide detailed information or documents discussed in this Offering Circular. You may access such information through the electronic data gathering, analysis and retrieval system found at https://www.sec.gov/edgar.

Cautionary Note Regarding Forward Looking Statements. This Offering Circular contains forward-looking statements. All Statements other than statements of historical fact contained in this Offering Circular, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

Forward-looking statements are subject to risks and uncertainties, certain of which are beyond our control. Actual results could differ materially as a result of the factors described in “Risk Factors” in this Offering Circular.

Mixed Use Properties. We hold both commercial and residential properties. Four of our properties are principally residential properties, but also include commercial portions. Those “mixed use” properties, and the approximate number of square feet (“SF”) of commercial space includes: Blackstone Corner with (11,774 SF), Donegal Centre (17,354 SF),Nexus at Gray’s Landing (3,000 SF), and The Rowe Apartments on 57^th (16,511 SF). (See “DESCRIPTION OF PROPERTIES”) For purposes of counting the number of properties we own between those that are commercial or residential, we count these four mixed use properties as “residential” properties and not include them as additional commercial properties in our total of commercial properties we own.

OFFERING SUMMARY

The following summary is qualified in its entirety by the detailed information appearing elsewhere in this Offering Circular.

SHARES BEING OFFERED

The Trust is offering to shareholders who or which have elected to participate in the Trust’s Distribution Reinvestment Plant (the “DRIP”) to receive Shares in lieu of receipt of payment of distributions on the class of Shares with respect to which they elect to participate. The Shares will be issued at a rate of one Share for each $18.05 of distribution taken in Shares rather than in a cash payment.

Under its Declaration of Trust (the “Declaration of Trust”), the Trust is authorized to issue one or more classes of Shares. The Declaration of Trust recognizes Class A, Class B and Class I Shares. Each Class of Shares have equal rights to participate in distributions while only Class A and Class I Shares come with voting rights. As of December 31, 2025, there were approximately 8,901,442 Class A Shares, approximately 2,374,114 Class B Shares and approximately 4,249,597 Class I Shares issued and outstanding.

TERMS OF THE DISTRIBUTION REINVESTMENT PLAN

The Trust has adopted the DRIP to permit shareholders who or which elect to participate in the plan the opportunity to invest their cash distributions otherwise payable to the shareholder in the purchase of Shares of the same class with respect to which the distribution is payable. Participation is made by completion of an election to participate. For individuals initially subscribing to purchase Shares, the subscription to be tendered includes an election provision. For existing shareholders, the election is made in a Shareholder Change Form reflecting the election to participate or discontinue participation in the DRIP.

Issuance of Shares under the DRIP is subject to the Trust having in effect qualification for the issuance under both applicable federal and state laws regulating the offer and issuance of securities with respect to the Shares. If there is not such a qualification in effect when a distribution is payable, the Trust may elect to either: (i) issue payment of the distribution in cash; or (ii) hold the distribution pending qualification of the issuance under applicable law.

The rate of issuance of Shares in lieu of a cash payment of a distribution is currently 95% of the per share offering price for the Shares then being offered by the Trust (exclusive of any commissions or other fees a subscriber may be required to pay) rounded up to the next full cent. As the Trust has established $19.00 as its current offering price for its Shares, the issuance rate currently in effect under the DRIP is $18.05 per share.

THE TRUST

The Trust began business operations in 1997. The Trust is an unincorporated, but registered business trust under North Dakota law. The Trust has an indefinite term of existence consistent with North Dakota law (that is, the Trust is not required to discontinue its existence at a specified future date.) The Trust is the sole general partner of the UPREIT and makes all of the investment decisions of the UPREIT. The UPREIT invests in properties that the Board of Trustees considers suitable investments. Such properties primarily consist of commercial properties and multi-family residential properties, such as apartment buildings. The Trust has had no business activities other than the ownership and management of the UPREIT.

The Trust is registered as required by the laws of North Dakota and is structured to comply with the requirements under Internal Revenue Code Section 856 which requires that 75% of the assets of a real estate investment trust must consist of real estate assets and that 75% of its gross income must be derived from real estate. The Trust believes it qualifies as a real estate investment trust but has not received confirmation of its qualification from the Internal Revenue Service. (See “FEDERAL INCOME TAX CONSIDERATIONS”).

ADVISOR

The advisor of the Trust is Dakota REIT Management, LLC (the “Advisor”), which was formed for such purpose in April 2008. The Advisor manages the affairs of the Trust, subject to the review and overall control of the Board of Trustees, who may remove the Advisor without cause. The Advisor is also one of the property managers engaged to manage our properties.

THE UPREIT

The Trust’s assets consist almost entirely of the Trust’s general partnership interest in Dakota UPREIT Limited Partnership (the “UPREIT”), a North Dakota limited partnership. The UPREIT utilizes its assets to invest either directly in real estate properties or in ownership interests in entities that hold real estate properties and to make loans to developers of real estate the UPREIT may seek to purchase. The Trust is the general partner of the UPREIT. As of December 31, 2025, the Trust’s interest in the UPREIT represented an approximately 58% ownership interest with the remaining approximately 42% in interests being held by 232 holders of limited partnership interests.

INVESTMENT OBJECTIVES

The Trust’s investment objectives are (i) to preserve, protect and return shareholder capital, (ii) provide cash distributions on a quarterly basis at the discretion of the Board of Trustees, a portion of which (due to depreciation) may not constitute current taxable income, and (iii) provide growth of capital investment through potential appreciation in the value of the Trust’s properties. There is no assurance that such objectives will be attained.

THE PROPERTIES

As of December 31, 2025, the UPREIT held residential apartment projects comprising a total of 4,739 apartment units, 166 residential rental townhome units and 2,743,830 square feet (of which 19,678 square feet includes hallways, common areas and other non-rentable space) of commercial rental property. These holdings are located at 87 sites. Many of the sites, particularly residential sites include multiple buildings which may have been developed and acquired in stages. As well, certain of our properties may involve a mixture of residential and commercial. Often this involves commercial space located on the ground level with the apartments on upper levels. For purposes of describing our properties, we may identify such a mixed-use property by its primary use as a residential property.

In 2023, the UPREIT acquired two properties, each of which was located in Sioux Falls, South Dakota, consisting of a 53,650 square foot industrial warehouse and an additional 108 apartment units in a larger complex already partially owned by the UPREIT. In 2023, the UPREIT disposed of two properties, a 144,441 square foot mixed use commercial building located in Bloomington, Minnesota and a 21,745 square foot office building located in Minot, North Dakota. The Bloomington commercial property, acquired in 2019 for $11,850,000, was sold for approximately $12,750,000 while the Minot office property, acquired in 2011 for $960,000 was sold for approximately $700,000.

In 2024, the UPREIT acquired three properties. The first was a 142-unit residential property which also included 3,000 square feet of commercial space in Des Moines, Iowa. The second was an additional 46-units of residential property together with 16,511 square feet of commercial property located in Sioux Falls, South Dakota and part of a larger complex already partially owned by the UPREIT. The final property was a 90,377 square foot commercial building located in Golden Valley, Minnesota.

In 2025, the UPREIT acquired six properties, of which five were residential properties and one was a commercial property. The residential properties consisted of a 172-unit apartment complex located in Fargo, North Dakota, a 12-unit townhome property also located in Fargo, North Dakota, a 121-unit apartment complex located in Ramsey, Minnesota, a 118-unit apartment complex also located in Ramsey, Minnesota and a 65-unit apartment complex located in Zimmerman, Minnesota. The commercial property is a 30,800 square foot industrial property located in Otsego, Minnesota. In 2025, the UPREIT disposed of one property, a 4,800 square foot restaurant property located in Dilworth, Minnesota which had been acquired in 2012 for approximately $820,000 and was sold in August 2025 for approximately $820,000. It is anticipated that the UPREIT will continue to seek to acquire, as well as dispose of, properties or interests in properties involving both residential and commercial real estate (See “DESCRIPTION OF PROPERTIES”).

SUMMARY OF RISK FACTORS

Investing in this Offering through participation in the DRIP involves significant risks. A more detailed listing of risk factors you should consider prior to investing in the Shares is set out in the section entitled “RISK FACTORS.”

RISK FACTORS

The acquisition of Shares in the Offering pursuant to an election to participate in the DRIP involves various risks. Existing and prospective participants in the DRIP should carefully consider the following risks, among others, before making a decision to accept Shares in lieu of cash payment of distributions. An investment in the Trust is speculative and involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investment.

RISKS RELATED TO INVESTING IN THE TRUST AND PARTICIPATING IN THIS OFFERING

We Anticipate the UPREIT Will Continue to Make Acquisitions and Dispositions of its Properties

We anticipate the real estate investments to be made and properties to be disposed of by the UPREIT will be determined by our Board of Trustees without advance notification to our shareholders or the limited partners of the UPREIT. Accordingly, current and prospective participants in the DRIP will have no information to assist in making their investment decision based on the identification or location, operating histories, or other relevant economic and financial data pertaining to real estate the UPREIT may acquire in the future or with respect to the properties which the UPREIT may sell in the future. Accordingly, participants in the DRIP must rely entirely on the investment judgment of the Advisor and the Board of Trustees.

The Shares Are an Illiquid Investment

There is currently no trading market for the Shares, and we do not anticipate such a market will develop and have no intention to seek to list the Shares upon any stock exchange. Without the benefit of an established public trading market, the Shares should be viewed as relatively illiquid. Consequently, the purchase of Shares should be considered only as a long-term investment. Furthermore, even if a market for the sale of Shares were to develop, no assurance can be given as to the price at which Shares would be sold in such market.

The Trust has no plans to liquidate and, absent the Trustees or the shareholders (the Amended and Restated Declaration of Trust allows for a majority vote of shareholders with voting rights to require liquidation) taking action to liquidate the Trust, the Trust will continue in existence for an indeterminate time. Accordingly, an investor in the Shares pursuant to the DRIP, should not anticipate liquidity from the liquidation of the Trust.

To provide shareholders access to liquidate their holdings in the Trust, we have maintained a share repurchase arrangement. (See - “SECURITIES BEING OFFERED – Share Repurchase Plan” for information related to such arrangements). Such plan has restrictions and limitations, including the level of funding approved for repurchases under the plan.

Determination of Rate of Share Issuance to DRIP Participants

The Shares issued to participants in the DRIP in lieu of payment of dividends is at a rate which is 95% of the offering price then established by the Board of Trustees as the offering price for Shares of the Trust (exclusive of any upfront selling expense which may be assessed to those purchasing Shares through a broker dealer). In establishing such offering price, the Board of Trustees considers the Trust’s operating results, the real estate markets in which the Trust’s properties are located, economic conditions and the capital markets. Such offering price bears no relationship to any established criteria of value, such as book value or earnings per share, or any combination thereof.

The offering price for Shares of the Trust will be in excess of the per share book value of the Trust. The Trust has generally retained ownership of its real estate properties which comprise the vast majority of its assets for long periods of time. As a consequence, the depreciation taken with respect to such real estate over the years reduces the book value of the Trust’s real estate (See Note 6 to our audited Financial Statements for information related to the cumulative depreciation taken against our real estate assets). Further, the Trust has a practice of borrowing against the value of its real estate holdings to provide funds to maintain its existing real estate holdings and acquire additional properties. While such indebtedness reduces the book value of the Trust Assets, the loans against the encumbered real estate will be based upon the market value of the real estate at the time of the borrowing which is typically less than the depreciated book value of the property.

Shareholders Must Rely on Management to Act on Their Behalf

The Advisor and the Trustees are accountable to the Trust as fiduciaries and must exercise good faith and integrity in handling Trust affairs. The Trustees have the authority to approve or disapprove all investments recommended to the UPREIT by the Advisor. The Trustees will have ultimate control over the management of the Trust and the conduct of Trust affairs, including management of the business of the UPREIT and the acquisition and disposition of the UPREIT’s assets, but the success of the Trust and UPREIT will depend, to a large extent, on the services and performance of the Advisor.

Shareholders have no right or power to take part in the direct management of the Trust or the UPREIT. Holders of Shares with voting rights (Class A and Class I Shares) vote on election of members of the Board of Trustees, amendments to the Declaration of Trust, whether the Trust should be liquidated, and whether all or substantially all of the assets of the Trust are to be sold. Holders of Shares with voting rights also have the right to demand a special meeting of shareholders.

Subject to some conditions and limitations, the Declaration of Trust limits the liability of, and provides for the Trust to indemnify, the Trustees, the Advisor and their affiliates, and to provide insurance coverage and pay for all premiums thereon to protect the Board of Trustees while acting for and on behalf of the Trust (See “BOARD OF TRUSTEES, EXECUTIVE OFFICERS OF THE TRUST AND SIGNFICANT STAFF OF THE ADVISOR – Organizational Structure”).

With the exception of Jim Haley, Danel Jung and Matt Pedersen, who (in connection with their participation in the Advisor) devote substantially their full-time and attention to the operation of the Trust, other Officers appointed by the Trust and members of the Board of Trustees do not devote their full time in the management of the Trust’s operations. Each has their own businesses and investments, and in some instances, employment which places demands upon their available time.

Rights of Repurchase of Shares

Under the Declaration of Trust, the Trust has certain rights to repurchase Shares from its shareholders. To assure compliance with requirements under the Internal Revenue Code for qualification of the Trust as a real estate investment trust, the Trust may redeem Shares if a majority of the Trust’s Shares are held by five or fewer shareholders. In addition, the Board of Trustees may establish minimum holding levels of Shares from time to time which may result in the Trust declining to permit a requested transfer of Shares or in the repurchase of transferred or retained Shares after the transfer which are below such minimum levels.

RISKS RELATED TO OUR INVESTMENTS

Borrowing Risks

The UPREIT makes extensive use of borrowed funds in connection with its investments, generally seeking to maintain a level of financing equal to 75% of the appraised value of our properties. As of December 31, 2025, we owed approximately $545.4 million in debt (most of which was secured by mortgages on our properties). Use of borrowed funds permits the UPREIT to acquire additional properties than what might otherwise have been acquired only with available cash; however, should the value of the acquired property decrease, we may owe more on the borrowing than we can realize from the operation or sale of the property.

Certain of the borrowing used to finance acquisition of properties is under long term fixed rate arrangements, but substantial portions of such borrowing involve “balloon payments,” where the loan amount is not fully amortized prior to the maturity date. Other borrowings have fixed rates but are subject to periodic readjustment of the interest rates. If general borrowing conditions result in a rise in interest rate or if lenders perceive lending to us has grown in risk, we may face increased interest rates or other adverse changes to the terms under which we may borrow funds that may impair our operating results. In connection with your consideration of these risks you may wish to know that we have the following loans maturing later this year and in the next two calendar years:

Vacancies in Our Properties

Our practice has been to acquire properties that have achieved “stability” in terms of the level of the property being leased to tenants. Even stable properties, however, can experience vacancy issues. Tenants may choose to not renew their lease at its expiration (See “Risk That Tenants Will Not Renew Their Leases” immediately below for discussion of that risk). As well, tenants may be unable to pay their rent and voluntarily vacate their leased space or we may be required to commence legal proceedings to force such a vacation to make the space available for renting to a new tenant. Uncollected rent and costs of preparing and leasing the space to a new tenant will have an adverse impact on the operating revenues of the property where such space is located.

Such adverse impact may be more significant for our non-residential commercial properties that often involve a smaller number of tenants, even as low as single tenant for the property. As well, lead times are often longer and we may incur additional expenses (such as brokerage fees and provision of improvement allowances) in leasing our commercial properties which we do not experience with our residential properties. .

Risk That Tenants Will Not Renew Their Leases

Tenants of our residential real estate typically lease their apartment or townhome for an initial term of from six to twelve months with month-to-month terms thereafter. Opportunities for purchase of residential properties by tenants residing in our apartments and townhome properties or relocations outside of the area may affect the choice by our tenants to continue their occupancy. As well, tenants may view newer rental properties or those with different amenities or lower rents as attractive. In addition to loss of revenues while a residential unit is vacant, a vacancy typically results in additional operating expenses associated with preparing the unit for rental and in the marketing of the unit.

Our commercial properties are typically leased for terms from one to twenty years with options to renew the term. Of the approximately 376 leases in effect as of December 31, 2025, for approximately 2,716,211 of rentable square feet of commercial real estate, two of the leases (for an aggregate of approximately 966 square feet) are under month-to-month terms. The table below identifies the leases, as of December 31, 2025, scheduled to expire in the years indicated. This does not include the approximately 300,056 square feet of commercial property available for leasing as of December 31, 2025, or approximately 27,619 square feet of non-rentable space such as hallways and common areas.

Certain of our commercial properties may be for specialized uses that are not compatible with the needs of potential replacement tenants. This may cause a delay in locating a subsequent tenant or require substantial contributions towards the cost of modification of the property to meet a replacement tenant’s needs.

Our Investment in Real Estate will be Subject to General Risks Associated with Real Estate Investments

All real estate investments are subject to some degree of risk. Such investments will be subject to risks such as adverse changes in general and local economic conditions or local conditions such as excessive building resulting in an oversupply of existing space or a decrease in employment reducing the demand for space. Such investments will also be subject to other factors affecting real estate values, including (i) possible federal, state or local regulations and controls affecting lending, rents, price of goods, fuel and energy consumption and prices, water, and environmental restrictions affecting new construction, (ii) increasing labor and material costs, (iii) the attractiveness of the property to tenants in the neighborhood, and (iv) state and federal income taxation.

Our real estate properties will be subject to risks typically associated with real estate, including:

Risks Associated with Diversification of and Limited Liquidity of our Real Estate Holdings

We currently own properties in the states of Iowa, Nebraska, Minnesota, North Dakota and South Dakota (See “DESCRIPTION OF PROPERTIES”). As of December 31, 2025, most of our holdings were located in North Dakota (23 residential properties with 2,705 units and 18 commercial properties with approximately 1,168,378 square feet of space of the total holdings of 42 residential properties with 4,905 units and 44 commercial properties with approximately 2,706,965 square feet of space. Accordingly, you may view our investment in real property as concentrated within a limited geographic area.

The following table identifies the approximate composition of the types of properties, based on the original purchase price, we held as of the end of 2025 and 2024 (exclusive of the multifamily properties located in Williston, North Dakota in which we held non-controlling interests and which were sold in 2025):

Significant Increases in Property Taxes Could Adversely Affect the Trust

With respect to some of our commercial real estate, we pass through to the tenant the obligation to pay property taxes assessed upon the property subject to their lease; however, most of our leases (most notably our residential leases) do not provide for such shifting of the risk of increased property taxes to the tenants. Accordingly, significant increases in property taxes payable with respect to our properties could have a material adverse effect on our operating results. Further, as a significant increase in taxes payable with respect to our properties would reduce the operating profitability, the values we may obtain from a sale of properties subject to the increased tax burden would be reduced.

Regulations and Public and Private Use Restrictions on Our Properties May Affect our Operations

Local governmental agencies may impose controls or restrictions on rental charges or otherwise adopt regulations which could have a material adverse effect upon our operations. Such regulations may require us to incur costs of compliance with environmental regulations.

In addition to regulations, zoning and other use restrictions of local governmental agencies as well as covenants that may be established by private parties that apply to our properties. These public and private restrictions may include the types of uses that may be made with the property as well as impose operating conditions, such as numbers of required parking spaces that must be maintained based on the size of the property and the appearance (“architectural controls”) of the property.

Such taxes, regulations and controls may impair the operating profitability of our properties and thus the values we obtain from a sale of such properties would be reduced.

Our Real Estate Investments Face Competition From Other Real Estate Properties

Our operating results will depend upon the availability of suitable real estate investment opportunities and on the yields available from time to time on real estate and other investments, which, in turn, depends to a large extent on the type of investment involved, the condition of capital markets, the nature and geographic location of the property, and competition and other factors, none of which can be predicted with certainty. Even though the Advisor and its Affiliates have years of experience of acquiring properties suitable for investment, we will be competing for acceptable investments with private investors and other real estate investment programs. Many of these competitors have greater resources than do we, the Advisor and its Affiliates.

Ownership of Real Estate Carries Risk of Uninsured Losses and Environmental Liabilities

We intend to maintain what we believe to be adequate property damage, flood, fire loss and liability insurance. There are, however, certain types of losses (generally of a catastrophic nature), which may be uninsurable or which may be economically unfeasible to insure. Such excluded risks may include war, earthquakes, hurricanes, terrorism, pandemics, certain environmental hazards and floods. Should such events occur, (i) we may suffer a loss of capital invested, (ii) tenants of spaces may suffer losses and may be unable to pay rent for the spaces, and (iii) we may suffer loss of profits which might be anticipated from one or more properties.

Federal law (and the laws of some states in which we hold or may acquire properties) imposes liability on a landowner for the presence on the premises of hazardous substances or waste (as defined by present and future federal and state laws and regulations). This liability is without regard to fault or knowledge of the presence of such substances and may be imposed jointly and severally upon all succeeding landowners. If such hazardous substances are discovered on a property owned by us, we could incur liability for the removal of the substances and the cleanup of the property. There can be no assurance that we would have effective remedies against prior owners or occupants of the property or against our tenants who may have been the source of the hazardous substances or waste. In addition, we may be liable to tenants and may find it difficult or impossible to sell the property either prior to or following any such cleanup.

We Rely Upon Services of Property Management Companies

We engage various property management companies to manage our real estate properties. In 2025, 2024, and 2023, we paid $4,205,140; $3,766,807, and $3,481,136 in property management fees, respectively. Of these fees, $3,040,146; $2,775,037; and $2,545,481, respectively, were paid to the Advisor or other property managers affiliated with one or more of the members of the Board of Trustees. For additional information related to payments to property managers, see “COMPENSATION PAID TO ADVISOR AND OTHER PROPERTY MANAGERS – Property Management Agreements.”

While the Advisor does not act as a property manager for any other property owners, the rest of the property management companies we use do manage properties for other parties which properties may compete for tenants with our properties. While we seek to monitor the effectiveness of our property managers, there can be no assurance that owners of competing properties may receive better services than we do. While we have rights to terminate the agreements, we are also subject to termination of the property management agreements by the managers upon very limited notice.

Increases in Expenses May Reduce Cash Flow and Thus Funds Available for the Making of Distribution Payments and for Additional Acquisitions of Investments

Our income from operations was approximately $8.16 million in 2025, $9.29 million in 2024, and $9.91 million in 2023. Such income represents income from the rental of our residential and commercial properties less the expenses from our operations and the costs of administration of the Trust. Included in such expenses are non-cash depreciation of the costs of acquiring our properties.

The Trust declared distributions payable to our shareholders of $14,734,361 in 2025, $13,824,861 in 2024, and $12,304,189 in 2023. The UPREIT declared distributions payable to its limited partners of $10,774,397 in 2025, $9,540,127 in 2024, and $8,777,746 in 2023. The amount of the distributions actually paid was substantially less due to the election by shareholders and limited partners to reinvest their distribution to acquire shares or limited partnership units, as applicable. Shareholders received shares in lieu of approximately 59.6%, 59.3%, and 58.6% of the distributions due them in 2025, 2024 and 2023, respectively. Limited partners were issued Limited Partnership Units in lieu of distributions with respect to approximately 25.4%, 23.1% and 26.1% of the distributions due them in 2025, 2024 and 2023, respectively.

If our operating expenses or the cost of the administration of the Trust increase without corresponding increases in our income from rental of our properties, our operating net income would decrease and our ability to continue to make distributions the Shareholders of the Trust and limited partners of the UPREIT and our ability to use cash flows from operation to invest in additional properties could be impaired.

In addition, reduction in our distributions may reduce the levels of participation by shareholders of the Trust and by limited partners in the UPREIT in the reinvestment plans each maintains. Under the terms of the Trust’s and the UPREIT’s reinvestment plans, participants may revoke their election and choose to receive cash payment of their distributions.

Delays in Connection With Construction of Improvements to Our Properties

It has generally been our practice to acquire properties that have been in operation rather than undertaking to build and develop properties. This approach reduces our exposure to risks associated with uncertainties in the development of real estate properties, such as unanticipated delays in the completion of construction of the improvements due to issues with suppliers of the materials or services used in the construction of the property. We have, however, invested in properties under development through the making of loans to or acquisition of non-controlling equity interests in a property developer constructing a property and thus we do have some exposures to such construction related risks.

From time to time, we engage in the renovation or improvement of our properties, and such renovations and improvements may increase as our properties age. We may also suffer damage to some of our properties due to fires, storms or other casualties. (See the discussion of improvements and maintenance expenditures in “MANAGEMENT’S DISCUSSION AND ANYALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” – “Capital Expenditures”).

Delays in the completion of improvements to our existing properties as well as those we are investing in may arise for a variety of reasons over which we will have no control. Such delays may result in additional costs being incurred as well as in loss of income due to such delays.

RISKS RELATED TO OUR DEPENDENCE UPON THE ADVISOR AND CONFLICTS OF INTEREST

We are Dependent on the Advisor

The Advisor is responsible for the day-to-day management of the operation of the Trust and of the UPREIT. As such, we are dependent upon the services of the Advisor. Some members of the Trust’s management are affiliated with the Advisor. These include Matthew Pedersen (a Trustee and the President of the Trust), Jim Haley (Treasurer of the Trust) and Danel Jung (Executive Vice President of the Trust). In addition, Jim Knutson, (a Trustee and the Secretary of the Trust) was, until 2024, an owner of the Advisor. (See the biographical information for Mr. Pedersen, Mr. Haley and Ms. Jung under “BOARD OF TRUSTEES, EXECUTIVE OFFICERS AND SIGNFICANT EMPLOYEES” for information related to their affiliation with the Advisor).

While many of the employees of the Advisor have been with the Advisor for extended periods of time, there can be no assurance that they will continue their employment or that the Advisor would be successful in retaining services of successors should existing staff no longer continue their employment. (See “BOARD OF TRUSTEES, EXECUTIVE OFFICERS AND SIGNFICANT EMPLOYEES – Significant Staff of the Advisor”). Neither the Trust nor the Advisor maintains “key person” life insurance policies on any members of the staff of the Advisor. Accordingly, in the event of the death of a key staff member of the Advisor, we and the Advisor would not receive proceeds of a life insurance policy to assist in covering costs which might be incurred in connection with securing a replacement for the loss of a deceased key staff member.

Conflicts of Interest

There have been, and there are likely to be in the future, transactions between us and members of our management or their affiliates. (See “INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS”) The transactions have included: (i) our acquisition of real estate from such related parties (ii) our making of loans to finance real estate developments by such related parties; and (iii) the acquisition of equity interests in entities owned or controlled by such related parties. In such transactions, there are likely to be conflicts between our interests and those of members of our management or their affiliates. These conflicts present the risk that the transactions may not have been negotiated at arm’s-length. Consequently, agreements between us and those related parties do not carry the indicia of fairness that a transaction negotiated between unrelated parties would have and bear closer scrutiny by investors.

We have also paid compensation for services provided to us by members of our management or their affiliates (See “COMPENSATION PAID TO ADVISOR AND OTHER PROPERTY MANAGERS – Affiliates of the Trust Participating in Service Providers” and “Interests of Management and Others in Certain Transactions” for information regarding such transactions). The transactions have included provision of property management services or real estate brokerage services to us.

In each instance, the member our management who is engaging directly, or through an affiliate, in a transaction with us, is required to disclose their interest in the transaction to the Board of Trustees and, under the Declaration of Trust, by a majority vote of the Independent Trustees, it must be determined that:

There can, however, be no assurance that past and future transactions are not as favorable to us as might have been or be obtained in a transaction with a completely independent party rather than with an affiliate of one of our Trustees.

Affiliates Managing Our Properties. In 2025, 2024 and 2023, we paid $4,205,140; $3,766,807 and $3,481,136, respectively, in management fees to property management companies to manage our properties. Of the ten management companies we currently engage, three were affiliated with certain members of our management. (See “COMPENSATION PAID TO ADVISOR AND OTHER PROPERTY MANAGERS”)

The property managers affiliated with members of our current or past management include the Advisor, Dakota REIT Management, LLC (and its subsidiary, Valley Rental Service 2, LLC), Property Resources Group, Inc., and Lloyd Property Management Company. Ownership of the Advisor is addressed above. Property Resources Group, Inc is owned by Kevin Christianson (a Trustee). Lloyd Property Management Company was owned by Craig Lloyd (a Trustee until his death in January 2025). The table below indicates the amount of management fees paid to the management companies which were affiliated with members of our management in the years indicated.

Affiliates Compensated for Commercial Leasing Services. In 2025, 2024 and 2023, we paid commissions of $1,652,457; $450,913; and $346,150, respectively, to real estate brokers in connection with their having participated in the long-term leasing of space in our commercial properties. Two of such brokers were affiliated with individuals who are members of our Board of Trustees. They are Lloyd Companies (an affiliate of Craig Lloyd, who was a Trustee until his death in January 2025) and Property Resources Group (an affiliate of Kevin Christianson). The table below indicates the amount of such fees paid to such brokers for services in leasing of space in our commercial properties in the years indicated.

Properties Acquired from Affiliates. Of the 87 properties we owned as of December 31, 2025, 33 (or approximately 38%) were acquired from a then member of our Board of Trustees or from an entity owned - at least in part - by a then member of our Board of Trustees (See tables listing our properties and the column indicating acquisition from a Trustee under “DESCRIPTION OF PROPERTIES” for information related to which of our properties were acquired from affiliates and see “Acquisitions from Affiliates” in “Interests of Management and Others in Certain Transactions

Loans to Affiliates. From time to time, we have made, and we contemplate we may in the future make, loans to affiliates of members of our management to provide funding for real estate development projects. Typically, such loans will involve our being granted rights to acquire ownership of the property. Below are summaries of the financings which are currently outstanding,

Financings for Projects Located in Sioux Falls, South Dakota. Beginning in 2020, we have made a series of loans to developers affiliated with Craig Lloyd (who was a member our Board of Trustees until his death in January 2025) to assist in the financing of “The Rowe at 57^th” apartment complex located in Sioux Falls, South Dakota. In August 2024, the final of the three loans made to Mr. Lloyd’s affiliated company was satisfied.

Financing for Apartment Project in Ankeny, Iowa. In 2021, we extended a line of credit to TSPTN21, LLC, which is developing the Sterling Prairie Trail North 216-unit apartment complex in Ankeny, Iowa and which has Jerry Slusky, a member of our Board of Trustees, as one of its owners. In 2022, we increased the line to $11,000,000. Accrued but unpaid interest (the terms of the line of credit contemplated payment at maturity) on the line was $66,306; $2,077,047; and $1,294,566at the end of each of 2025, 2024 and 2023 the line was fully advanced.

For additional information related to these loans to affiliates, see “INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS – LOANS TO OR FROM AFFILIATES.”

Investment in Affiliates. In 2025, five limited liability limited partnerships, which the UPREIT held non-controlling interests in, sold residential real estate properties located in Williston North Dakota. Each of the partnerships was affiliated with George Gaukler who died in March 2025. Mr. Gaukler was the founder of the Trust, served as a Trustee and officer of the Trust and was a shareholder of the Trust and a limited partner of the UPREIT.

The table below, identifies each of the partnerships, our percentage of ownership, the property held by the partnership, the amount of our original investment and the holding value at the time of the sale of the property of the partnership (which reflects previous impairments taken to our holding value):

We received a distribution of $380,169 with respect to our interest in the Dakota Roseland Apartments I, LLLP and have and will not receive any distributions from the other four partnerships.

RISKS RELATED TO ECONOMIC CONDITIONS

Economic Conditions May Limit our Abilities to Purchase or Dispose of Properties or of Tenants to Pay Rent

Periods of tight credit and high interest rates may adversely affect our ability of to acquire or sell properties. The inability to acquire new properties or to sell certain of our existing properties may limit our efforts to diversify our portfolio of properties and our growth. During times of economic recession, fewer prospective tenants may seek to rent spaces from us and our existing tenants may fail to pay their rent in a timely manner. This would limit the income available to the UPREIT for distribution to the Trust and, consequently, limit the Trust’s ability to make distributions to our shareholders.

There may be future shortages or increased costs of fuel, natural gas, water, or electric power, or allocations thereof by suppliers or governmental regulatory bodies in the areas where our properties are located. In the event any such shortages, price increases or allocations occur, our financial condition and that of our tenants may be adversely affected. We are unable to predict the extent, if any, to which such shortages, increased prices or allocations would influence the ability of tenants to make rent payments and our ability to make cash distributions to shareholders and limited partners.

Risk of Downturn in Real Estate Market

While we are exposed to risks of adverse developments in the economy in general, the real estate market we participate may have its own adverse economic developments. Due to numerous conditions over which we will have no control, the market value of properties we own may decrease. Such decreases will adversely affect our abilities to refinance mortgage indebtedness on such properties (See footnotes to the “DESCRIPTION OF PROPERTIES” for information regarding mortgage indebtedness against our properties) which could provide significant issues for properties we have financed on terms involving “balloon payments” of the unpaid principal balance at a maturity date which occurs prior to complete payment of the debt based upon the payment schedule.

If such downturns in the real estate markets occur, we may find that we are unable to sell properties we determine to sell or, if we are able to sell a property, we may receive an amount which is less than we have invested in acquiring and operating the property. We may even find that the debt we owe at the time of sale, exceeds the amount we can obtain from a purchaser.

Risks of Disruptions in the Financial Markets

The success of our business is significantly related to general economic conditions, but in particular, we are dependent upon the condition of the banking and financial markets. Rising interest rates and the decreasing availability of funding for real estate investments could have a materially adverse effect on our operations and on our abilities to acquire additional properties, refinance mortgage indebtedness and sell properties we hold.

Tenant Bankruptcies

Economic conditions affecting tenants leasing our properties may result in filing of bankruptcy by tenants. In particular, this may have a more significant adverse impact on our operations and financial condition with respect to our commercial real estate where the properties have fewer tenants than are associated with our residential rental real estate. In addition, we may incur legal fees and other costs in seeking to protect our interests in the event of a filing of bankruptcy by a tenant.

RISKS RELATED TO OUR STRUCTURE AND THE OFFERING

There is No Assurance That Shareholders Will Receive Cash Distributions or Benefit from Property Appreciation

While we have had a history of paying quarterly distributions, there is no assurance as to whether cash distributions can continue to be available for distribution to shareholders (See “SECURITIES BEING OFFERED – Distribution” for distribution declared and paid since 2012). There is no assurance that the Trust will operate at a profit or that any properties acquired by the UPREIT will appreciate in value or can ever be sold at a profit. The value and marketability of the UPREIT’s properties will depend upon many factors beyond the control of the Trust or the UPREIT, and there is no assurance that there will be a ready market for the properties owned by the UPREIT since investments in real property are generally non-liquid. Operating expenses of the Trust, including certain compensation to the Advisor, will be incurred and must be paid irrespective of the Trust’s profitability.

Even if the Trust operates on a profitable basis, our ability to pay cash distributions may be impaired. In each of 2025, 2024 and 2023 we declared for payment in those years aggregate distributions to shareholders of the Trust and to limited partners of the UPREIT of $25,508,758; $23,364,988; and $21,081,935 (after reinvestment of declared distributions to acquire shares or limited partnership units, the net distributions paid were $13,985,775; $12,961,377; and $14,492,819) compared to net cash from operating activities of $34,384,588; $33,027,094; and $28,154,458. Shareholders of the Trust and limited partners of the UPREIT participating in reinvestment of their distributions or distributions may terminate such participation with minimal notice and such termination by a substantial number of the participants could require us to use cash rather than our shares or the Trust’s limited partnership units to satisfy the rights to distributions or distributions, as applicable.

Further, if we were not successful in refinancing our mortgage indebtedness when the loans mature, we would need to use net operating cash flow to satisfy the “balloon payments” due at the maturities of our loans. For information regarding the amounts coming due under our mortgage indebtedness see the footnotes to the table of our “DESCRIPTION OF PROPERTIES.” In connection with your consideration of these risks you may wish to know that we have the following loans maturing this year and in the next two calendar years:

Investments in the Trust are Subject to Dilution by Future Sales of Securities by the Trust and Issuance of Units by the UPREIT and from the Reinvestment Plans

Under the terms of the UPREIT Limited Partnership Agreement, the UPREIT is authorized to issue limited partnership interests in the UPREIT in exchange for real estate or interests in real estate. Such exchanges have occurred and are expected to continue to occur during and after the Offering. We intend for the UPREIT to continue to seek contributions of property in exchange for Partnership Interests in the UPREIT. Additionally, the Trust will, continue to seek investors to acquire Shares in exchange for cash investment in the Trust. These additional investments will dilute the percentage ownership interests of current investors of the Trust, including those that reinvest their distributions to acquire additional shares.

Each of the Trust and the UPREIT offer the opportunity for participants in their respective reinvestment option to accept additional equity interest in lieu of cash payment of distributions. In 2025, 2024 and 2023 Shares were issued in lieu of distributions with respect to approximately 59.6%, 59.3%, and 58.6% of such distributions, respectively. In 2025, 2024, and 2023 additional Partnership Interests in the UPREIT were issued in lieu of distributions with respect to approximately 25.4%, 23.1%, 26.1% of such distribution, respectively.

No Assurance that we will Continue our Share Repurchase Plan

To provide shareholders with an opportunity for liquidity with respect to our Shares, we have from time to time maintained arrangements permitting shareholders who have held their Shares for at least one year the right to request the repurchase by the Trust of all or a portion of their Shares (See - “SECURITIES BEING OFFERED – Share Repurchase Plan” for information related to such arrangements).

The Board of Trustees reserves the absolute right to terminate, suspend or amend the Share Repurchase Program at any time without shareholder approval, but subject to advance notification to the shareholders, if the Trustees believe such action is in the best interest of the Trust or if they determine the funds otherwise available to fund our Share repurchase are needed for other purposes.

RISKS RELATED TO OUR STATUS AS A REAL ESTATE INVESTMENT TRUST

The Trust Must Limit Ownership of Shares in Order to Remain Qualified as a REIT

In order for the Trust to qualify as a REIT, no more than 50% of the outstanding Shares may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of the Trust’s taxable year. To ensure that the Trust will not fail to qualify as a REIT under this test, the Declaration of Trust authorizes the Trustees to take such actions as may be required to preserve its qualification as a REIT and limits any person to direct or indirect ownership of no more than a limited percentage of the outstanding Shares of the Trust. While these restrictions are designed to prevent any five individuals from owning more than 50% of the Shares, they would also make virtually impossible a change of control of the Trust. The restrictions and provisions may also (i) deter individuals and entities from making tender offers for Shares, which offers may be attractive to shareholders, or (ii) limit the opportunity for shareholders to receive a premium for their Shares in the event an investor is making purchases of Shares in order to acquire a block of Shares.

Compliance with REIT Qualification Requirements may Impair our Operations

The Declaration of Trust directs the Board of Trustees to maintain our qualification under applicable law as a REIT. It is possible that the requirements may limit the investments which may be pursued by the Trust or even require a liquidation of investments the Board of Trustees views as being attractive.

If the Trust Fails to Qualify as a Real Estate Investment Trust, the Trust and Investors May Suffer Adverse Tax Consequences. The Trust and Investors May Also Suffer Adverse Tax Consequences from Other Unanticipated Events

Although management believes that the Trust has been organized and operated to qualify as a REIT under the Code, no assurance can be given that the Trust has in fact operated or will be able to continue to operate in a manner to qualify or remain so qualified. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations, and the determination of various factual matters and circumstances not entirely within the Trust’s control (See – “Requirements for Qualification – General,” “Income Tests,” “Asset Tests” and “Annual Distribution Requirements” under “FEDERAL INCOME TAX CONSIDERATIONS”). For example, in order to qualify as a REIT: the Trust must be owned by at least 100 or more persons; at least 95% of the Trust’s taxable gross income in any year must be derived from qualifying sources; the Trust must make distributions to shareholders aggregating annually at least 90% of its REIT taxable income (excluding net capital gains); and at least 75% of our assets must be “real estate assets,” cash or U.S. government securities. To the extent we fail to meet these requirements, unless certain relief provisions apply, we may have a loss of our status. Such a loss could have a material adverse effect on the Trust and its ability to make distributions to you and to pay amounts due on its debt. Additionally, to the extent UPREIT was determined to be taxable as a corporation, the Trust would not qualify as a REIT, which could have a material adverse effect on the Trust and its ability to make distributions to you and to pay amounts due on its debt. Finally, no assurance can be given that new legislation, new regulations, administrative interpretations or court decisions will not change the tax laws with respect to qualification as a REIT or the federal income tax consequences of such qualification.

If the Trust fails to qualify as a REIT, it will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at corporate rates, which would likely have a material adverse effect on the Trust and its ability to make distributions to shareholders and to pay amounts due on its debt. In addition, unless entitled to relief under certain statutory provisions, the Trust would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification is lost. This treatment would reduce funds available for investment or distributions to shareholders because of the additional tax liability to the Trust for the year or years involved. In addition, the Trust would no longer be required to make distributions to shareholders. To the extent that distributions to shareholders would have been made in anticipation of qualifying as a REIT, the Trust might be required to borrow funds or to liquidate certain investments to pay the applicable tax.

For a further discussion of income tax issues, see “FEDERAL INCOME TAX CONSIDERATIONS.”

PLAN OF DISTRIBUTION

This Offering is being made to existing shareholders of the Trust who are residents of, or entities domiciled in, a state in which we have qualified the issuance of Shares under the DRIP in accordance with laws of such state related to the offer and issuance of securities. With respect to shareholders residing in or domiciled in certain states, the number of shares which may be issued could be limited such that the Trust would need to decline to accept requests for reinvestment of distributions that would involve our exceeding such limitations. If: (i) a participant in the DRIP relocates to a state where we have not previously qualified the issuance of Shares under the DRIP; or (ii) we receive a request from a shareholder who had not previously participated in the DRIP and is a resident of or is domiciled in a state where we have not previously qualified the issuance of Shares under the DRIP, we may defer the payment of the distribution in cash while we pursue the qualification to allow Shares to be issued.

Duration of Offering. This Offering will end on the earlier of: (i) December 31, 2026; (ii) when all Shares and been issued; or (iii) if our Board of Trustees elect to terminate the DRIP.

No Broker/Dealers are Engaged to Solicit Participation in the Plan. The Trust is directly, without the engagement of broker/dealers, offering the Shares in this Offering under the Trust’s DRIP (See “SECURITIES BEING OFFERED – Distribution Reinvestment Plan”).

State of Residence or Domicile for Plan Participation by a Shareholder. This Offering is available only to shareholders of the Trust who are residents of or domiciled in a state in which we have qualified the issuance of share under the DRIP in accordance with laws of such state related to the offer and issuance of securities. Individuals are residents of the state in which they maintain their principal residence. A corporation, partnership, trust or other entity is domiciled in the state where the principal office of the entity is located.

Participation in the DRIP. To participate in the Offering, investors must be a participant in the DRIP and have their shareholder registration with the Trust reflect that the participant meets the residency / domicile requirements addressed above.

USE OF PROCEEDS

The Trust will receive no cash proceeds from the issuance of Shares to participants in the DRIP. Such issuance, however, will permit the Trust to retain funds within the UPREIT which would otherwise be applied to payment of cash distributions. Such retained funds can be used by the UPREIT to acquire additional properties, repay indebtedness and for expenditure in operations of the business of the Trust and the UPREIT.

We anticipate that we will acquire properties during the term of the Offering but expect that none will be of such significance as would warrant our disclosing such an acquisition to participants in the DRIP for evaluation of whether they should continue such participation. Acquisitions and investments by the UPREIT will be determined by the Board of Trustees of the Trust and we anticipate that we will continue to use our capital and proceeds from borrowings to invest in real estate (See “DESCRIPTION OF BUSINESS – Investment Policies and Objectives of the Trust”).

DESCRIPTION OF BUSINESS

THE TRUST

The Trust is an unincorporated business trust registered under the laws of North Dakota with the office of the North Dakota Secretary of State and is set up to meet the requirements under Internal Revenue Code Section 856 as a real estate investment trust (a “REIT”). Internal Revenue Code Section 856 requires that 75% of the assets of a REIT, either directly or indirectly, must consist of real estate assets and that 75% of its gross income must be derived from real estate. As a REIT, the Trust is generally not subject to U.S. federal corporate income tax on its net taxable income that is distributed to the shareholders of the Trust.

The Trust began operations in 1997 and in 2000 the Trust formed the UPREIT to acquire income-producing real estate properties and investments in entities holding income-producing real estate. Through the UPREIT, for which the Trust is the General Partner, the Trust seeks to invest in income-producing real estate that will provide cash flow and capital appreciation opportunities. The Trust intends to invest in the Midwest region and, as of the date of this Offering Circular, the properties we hold are primarily located in North Dakota, but we also have properties in Iowa, Minnesota, Nebraska, and South Dakota. Of those properties, (based on the lease income received in 2025) approximately 58% are residential and 42% are commercial (See “DESCRIPTION OF PROPERTIES”).

The principal governing document for the Trust is its Declaration of Trust. As permitted under North Dakota law, the Trust will continue until terminated as a result of action initiated by the voting shareholders or by the Board of Trustees.

THE UPREIT

The UPREIT is a limited partnership established under the laws of North Dakota. The Trust is the general partner of the UPREIT. As of December 31, 2025, there were 232 holders of limited partnership interests in the UPREIT holding an aggregate of approximately 11,064,080 Partnership Units. In our consolidated financial statements, the interests of our shareholders in the Trust are referred to as “Beneficial Interests” while the limited partnership interests in the UPREIT are referred to as “Noncontrolling Interests.”

Most of the real estate properties we have invested in are held directly by the UPREIT, but certain properties are held by one of eleven entities for which the UPREIT is the sole owner/member and have no other assets other than the property the entity owns. This has been done to satisfy a requirement of mortgage lenders who finance the acquisition or holding of the properties. In addition, the UPREIT holds minority, non-controlling, interests in real estate holding entities and has made loans to developers of real estate projects the UPREIT may acquire.

The UPREIT acquires real properties through both purchase and in exchange for issuance of limited partnership interests to owners of the real estate being acquired through such an exchange. By exchanging property for limited partnership interests, rather than selling the property to the UPREIT for cash, the owner may defer the recognition of the taxable gain on the property if the value of the property exceeds the tax basis the owner has in the property.

ADVISOR AND PROPERTY MANAGERS

Neither the Trust nor the UPREIT has employees. The Trust has an advisory contract with Dakota REIT Management, LLC (the “Advisor”) under which the Advisor carries out the daily operations of the Trust including its responsibilities as the general partner of the UPREIT (for information regarding the qualifications of the Advisor, see “BOARD OF TRUSTEES, EXECUTIVE OFFICERS AND SIGNFICANT EMPLOYEES - Significant Staff of the Advisor”). The Advisor is paid fees under the advisory contract.

The Advisor has never controlled or provided services to any other real estate investment trust, a real estate investment limited partnership or other investment program which provides flow-through tax consequences to investors. Thus, the Advisor has never participated in the offering of investments by such an entity which disclosed when the investment entity might be liquidated and thus there can be no disclosure as to whether such liquidation was completed as disclosed.

The UPREIT engages services of the property management companies in connection with the management of the properties owned by the UPREIT or its wholly owned subsidiaries, four of which are affiliated with members of our Board of Trustees (See “COMPENSATION PAID TO ADVISOR AND OTHER PROPERTY MANAGERS”). The management agreements with such property management companies often provides for the UPREIT to reimburse the property manager compensation paid for onsite managers employed by the property manager as wells as for maintenance, advertising and marketing expenses. Those reimbursements are reflected as expenses in our Consolidated Statements of Operations separate from the Property Management fees. For additional information see “COMPENSATION PAID TO ADVISOR AND OTHER PROPERTY MANAGERS - PROPERTY MANAGEMENT AGREEMENTS.”

INVESTMENT POLICIES AND OBJECTIVES OF THE TRUST

Currently, all of the real estate investments of the Trust are made through the UPREIT. As general partner of the UPREIT, the Trust determines whether any properties are to be acquired or disposed of with such investment decisions being made through action of the Trust’s Board of Trustees. Currently, the Board of Trustees of the Trust intends to invest in properties which are believed to be located in growth markets in the Midwest. The Board of Trustees intends for the UPREIT to invest in multi-family apartments and commercial properties (industrial, grocery anchored retail, neighborhood shopping centers and office space) located in communities that appear to involve a stable market for particular investments.

In 2023, we made two dispositions and two acquisitions of properties. In May, we sold a 144,441 square foot mixed use building located in Bloomington, Minnesota for approximately $12,750,000 which we acquired in 2019 for approximately $11,850,000. In June, we sold a 21,745 square foot office building located in Minot, North Dakota for $700,000 which we acquired in 2011 for approximately $960,000. In September, we purchased an additional 108 apartment units in “The Rowe at 57^th” complex located in Sioux Falls, South Dakota for $15,700,000. In December, we purchased a 53,650 square foot industrial warehouse located in Sioux Falls, South Dakota for $5,250,000.

In 2024, we made three acquisitions and no dispositions of properties, In March 2024, we purchased a 142-unit apartment complex and an associated 3,000 square foot mixed use commercial space located in Des Moines, Iowa for $29,000,000. In August 2024, we completed our acquisition of properties comprising The Rowe at 57^th located in Sioux Falls, South Dakota with the purchase of a mixed-use building with 46 apartment units and approximately 16,511 square feet of commercial space for $12,080,000. In December 2024, we purchased an approximately 90,377 square foot commercial space leased for medical research located in Golden Valley, Minnesota for $20,750,000.

In 2025, we made 5 acquisitions of properties and we made one disposition of a property. In March 2025, we acquired a 172-unit apartment complex located in Fargo, North Dakota for $19,500,000. In July 2025, we purchased a 12-unit townhome complex located in Fargo, North Dakota for approximately $2,650,000. In August 2025, we purchased a 65-unit apartment building located in Zimmerman, Minnesota for approximately $13,500,001; a 118-unit apartment complex in Ramsey, Minnesota for approximately $25,500,000; and a 121-unit apartment complex in Ramsey, Minnesota for approximately $27,600,000. In December 2025, we purchased a 30,080,square foot industrial warehouse in Otsego, Minnesota for approximately $8,750,000. In March 2025, we sold a 4,862 square foot restaurant building in Dilworth, Minnesota for approximately $820,000.

For listings of the properties held either directly by the UPREIT or through an entity wholly owned by the UPREIT, see “DESCRIPTION OF PROPERTIES.”

The UPREIT does not currently intend to invest in mortgage loans originated by others, although we have made loans to finance the development of real estate properties we contemplate acquiring. The Declaration of Trust sets forth restrictions on investment in mortgage loans, including limitations on deferral of payment of accrued interest and the making of loans that result in indebtedness against the property exceeding 85% of its appraised value absent substantial justification (such as credit enhancements in the form of a guaranty by a financially strong third party).

The UPREIT has made investments in limited partnerships, limited liability companies and other limited liability entities that own and operate real estate which is of a type the UPREIT would hold. The investment objectives of the Trust are to provide to its shareholders (i) preservation, protection and eventual return of the shareholder’s investment, (ii) annual cash distributions of cash from operations, a portion of which (due to depreciation) may be a return of capital for tax purposes rather than taxable income, and (iii) realization of long-term appreciation in value of the properties acquired by the Trust. There is no assurance that such objectives will be attained.

When considering properties to be included in the portfolio of the UPREIT, the Board of Trustees of the Trust uses the following criteria for selection:

In making its investment decisions, the Board of Trustees is subject to terms of the Declaration of Trust (See “BOARD OF TRUSTEES, EXECUTIVE OFFICERS OF THE TRUST AND SIGNFICANT STAFF OF THE ADVISOR – Organizational Structure”) which restricts the Trust from:

The Declaration of Trust also requires the Board of Trustees to approve acquisitions at prices the Board of Trustees determines to be the fair market value of the property. Due to requirements of mortgage lenders and to comply with an accounting standard discussed in “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Results of Operations,” independent appraisals of property are obtained. The Declaration of Trust requires the purchase from an affiliate of the Trust to be not greater than the appraised value determined by an independent appraiser. Further, a majority of the independent trustees may require use of the appraised value when the purchase is from any other seller (See “BOARD OF TRUSTEES, EXECUTIVE OFFICERS OF THE TRUST AND SIGNFICANT STAFF OF THE ADVISOR – Members of the Trust’s Board of Trustees and Executive Officers”).

SUMMARY DESCRIPTION OF THE UPREIT LIMITED PARTNERSHIP AGREEMENT

The Limited Partnership Agreement (the “Partnership Agreement”) is the governing document for the UPREIT. The Trust is the sole general partner of the UPREIT and as of December 31, 2025, the UPREIT had approximately 232 limited partners. The following is a summary of the material terms of the Partnership Agreement. Any descriptions are qualified in their entirety by reference to the Partnership Agreement. A copy of the Partnership Agreement currently in effect has been filed as an exhibit to the Offering Statement the Trust has filed with the SEC of which this Offering Circular is a part.

MANAGEMENT

As the sole general partner of the UPREIT, the Trust has the full, complete and exclusive discretion to manage and control the business of the UPREIT, and the limited partners have no authority in their capacity as limited partners to transact business for or participate in the management of the UPREIT. The authority of the Trust as general partner includes the admission of limited partners and the determination of the interests in the UPREIT to be issued in connection with such admission and to issue additional interests to existing partners in exchange for contributions of capital.

CAPITAL CONTRIBUTIONS

The Trust and each limited partner of the UPREIT is required to make a capital contribution in connection with their becoming a partner of the UPREIT. For purposes of determining the relative interests in the UPREIT, such interests are denominated by the Partnership Agreement as “Partnership Units.” While the Partnership Agreement permits the issuance of Partnership Units to be in series or classes with such designations and preferences as the general partner shall determine, all Partnership Interests have been of a single class with respect to the allocation of income or loss and the participation in distributions.

In connection with forming the UPREIT in October 2000, the Trust contributed substantially all of its assets to the UPREIT subject to various debts and obligations and George Gaukler (who served as a Trustee until June 2023), as the initial limited partner, made a nominal cash contribution to the UPREIT. The Partnership Agreement requires the Trust to contribute to the UPREIT the net proceeds from issuance of the Trust’s Shares. When that is done, the relative interests of the Trust, as General Partner, and that of the limited partners in the UPREIT is determined as if the Trust received one Partnership Unit for each share so issued by the Trust.

Except for the obligation of the Trust to contribute proceeds from its issuance of Shares, the partners have no right or obligation to make any additional capital contributions. The Trust may make loans to the UPREIT or cause the UPREIT to borrow funds from others, including from limited partners willing to make such loans.

Many of the properties held by the UPREIT were contributed to the UPREIT in exchange for Partnership Units. For most who are contributing property, the transaction is considered a tax deferred exchange. The Declaration of Trust requires the purchase price to be approved by the Board of Trustees as not being more than the fair market value of the property and if the contributing limited partner is an affiliate of the Trust, for the fair market value to be based on an independent appraisal. The contributor is required to hold the Partnership Units received in exchange for their property for at least one year.

PROFIT AND LOSS ALLOCATIONS AND DISTRIBUTIONS

The net profit or loss of the UPREIT for each year is generally allocated among the partners in accordance with their respective interests. This general allocation is subject to compliance with specific exceptions related to matters recognized under federal income tax regulations related to minimum gain chargeback with respect to nonrecourse debt and to allocation of loss to the general partner when such allocation to a limited partner would create a capital account deficit. There is also provision in the Partnership Agreement for allocation of net profit or loss allocation if a limited partner affects a permitted transfer of their partnership interest during the year.

The Partnership Agreement contemplates that the UPREIT will make regular operating cash distributions on at least a quarterly basis in an amount the general partner deems appropriate. The general partner is, however, required to use its best efforts to effect distributions of sufficient amounts to permit the Trust to pay distributions to its shareholders as is required to maintain the status of the Trust as a REIT. The distributions made are in accordance with the respective percentage interests (i.e. the Partnership Units held) as of the record date the general partner may establish for purposes of determining to whom a distribution is payable.

Upon liquidation of the UPREIT, remaining assets are to be distributed to all partners with positive Capital Accounts in accordance with their respective positive Capital Account balances.

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Limited partners are not to be liable for any debts or obligations of the UPREIT. A limited partner is only obligated to make payments of its capital contribution in accordance with any capital contribution agreement made with the UPREIT, if any, as and when due thereunder.

After owning Partnership Units for one year and subject to certain limitations in the Partnership Agreement, each limited partner has a right (the “Exchange Right”) to request the UPREIT to redeem all or a portion of the Partnership Units held by such limited partner in exchange for payment per unit of the then current offering price for Shares of the Trust. Exercise of the Exchange Right is by delivery of written notice to the UPREIT. If such a notice is given, the Trust may purchase the subject units by issuance of shares to the limited partner. Each limited partner is limited to giving not more than two notices of exercise of Exchange Rights during each calendar year. An Exchange Right may not be exercised with respect to the lesser of 100 Partnership Units or all of the remaining Partnership Units then held by the limited partner.

Issuance of Partnership Units to limited partners is made under claimed exemptions from registration under applicable federal and state regulation of the issuance of securities. As such, they may not be transferred by the limited partner if, in the opinion of legal counsel to the UPREIT that such transfer would require such registration. Further, transfers may not be made if, in the opinion of legal counsel to the UPREIT, such transfer would result in the UPREIT being taxed as a corporation or if the transfer would impair the qualification of the Trust as a REIT.

DISTRIBUTION REINVESTMENT PLAN FOR UPREIT LIMITED PARTNERS

The Trust, as general partner of the UPREIT, has established a Distribution Reinvestment Plan (the “Distribution Reinvestment Plan”) for limited partners. To participate, the limited partner must be either an “accredited investor” or a “sophisticated investor” with sufficient knowledge and experience in financial and business matters to adequately assess the merits of participating in the Distribution Reinvestment Plan and reside in a jurisdiction which permits participation in the Distribution Reinvestment Plan without an effective registration under the Securities law and regulations of that jurisdiction. To participate, a limited partner is to complete a written election. A participant may terminate their participation on thirty days prior notice.

Under the Distribution Reinvestment Plan, in lieu of receipt of a cash payment of the distribution otherwise due, a limited partner will be issued additional limited partnership units at a rate based on 95% of the offering price established by the Board of Trustees for the shares of the Trust (exclusive of subscription fees that may be payable with respect to certain classes) rounded up to the next full cent. Fractional units to one hundredth of a thousand (i.e., five decimal points) will be issued. The Distribution Reinvestment Plan may be terminated or modified by the UPREIT on not less than ten days prior notice of termination or modification.

DESCRIPTION OF PROPERTIES

The following table is a listing of the real estate properties owned as of December 31, 2025, directly by the UPREIT or by an entity wholly owned by the UPREIT. The properties are primarily listed in the order in which they were acquired. The properties are multi-family residential apartment or townhome complexes or commercial real estate properties. The table includes the original purchase price, the balance(s) owned on mortgage note(s) at the end of 2025 (unless otherwise noted), the size of commercial properties or the number of units for residential properties, the level of physical occupancy of the property at the end of 2025 and if the property was acquired from a Trustee or an affiliate of a Trustee. Typically, the apartments are leased for initial terms from six to twelve months with month-to-month terms thereafter. The commercial properties are typically leased for terms from one to twenty years with options to renew the term.

Of the 87 properties owned at the end of December 2025, 33 (or approximately 38% of the properties then held) were acquired from a member of our Board of Trustees or from an entity owned - at least in part - by a member of our Board of Trustees at the time of the acquisition. For information regarding the acquisitions from affiliates, see “Acquisitions from Affiliates” in “Interests of Management and Others in Certain Transactions.”