All of the Fundrise Merger Entities, including East Coast, are externally managed by Fundrise Advisors, LLC, the Manager, a subsidiary of Rise Companies Corp., the Sponsor, and the Manager explained the rationale for the mergers in the joint Information Statement/Prospectus: the Manager believes that consolidating the assets and liabilities of the Fundrise Merger Entities into a single company, Fundrise eREIT, will result in a larger company that is able to pursue a similar investment objective and strategies as the Fundrise Merger Entities while at the same time streamlining operations, cutting administrative costs, spreading fixed costs over a larger asset base, providing additional liquidity to shareholders, and maximizing returns to the benefit of shareholders. The Manager further stated that the combined entity would be able to be more competitive in the real estate market through its institutional scale, effectuate more deals, increase the total investments of the entity, and unlock leverage from lenders at more attractive pricing than the Fundrise Merger Entities could previously achieve on their own. The filing states the Manager did not consider a reorganization, merger with a third party, or sale of the entities, because it viewed continuity of the Manager's role as critical to Fundrise eREIT's success.
Each Fundrise Merger Entity shareholder received Fundrise eREIT common shares, which are LLC interests rather than corporate stock, equal in total value to the shares of the Fundrise Merger Entity held immediately before the merger, based on an exchange ratio calculated from each entity's net asset value per share as of 4:00 p.m. Eastern time on April 28, 2026, the Valuation Time, divided by Fundrise eREIT's NAV per share at the same time. The final exchange ratio for East Coast, as disclosed in the 8-K, was 0.961 Fundrise eREIT shares for each East Coast share, versus an estimated ratio of 1.074 to 1.00 disclosed in the April 27, 2026 prospectus, which was subject to change through closing. Based on shares outstanding as of January 1, 2026, Fundrise eREIT expected to issue approximately 65.4 million common shares across all seven mergers combined; a per-entity or aggregate dollar value of consideration is not disclosed. No sales charges or redemption fees were imposed, and each merger is intended to qualify as a tax-free reorganization. As of December 31, 2025, East Coast had raised total gross offering proceeds of approximately 176.3 million dollars since inception, versus 176.0 million dollars as of December 31, 2024, primarily through a Regulation A offering; this figure is offering proceeds, not a merger consideration value, and no separate enterprise or equity valuation for East Coast in the merger is disclosed.
The transaction did not require a shareholder vote under the Fundrise Merger Entities' operating agreements. Because each merger was a transaction between affiliates of the Sponsor, it was treated as a principal transaction requiring approval from both the Manager and William Thomas Lockard, Jr., the Independent Representative appointed to review conflicted transactions; the Agreement of Merger and Plan of Reorganization states both had approved the merger as of its April 29, 2026 signing date. No fairness opinion was obtained from a third-party investment bank or financial advisor regarding the fairness of the mergers or the consideration received by shareholders. Goodwin Procter LLP passed upon the validity of the securities issued by Fundrise eREIT and certain U.S. federal income tax consequences of the mergers; no separate legal counsel is identified for the individual Fundrise Merger Entities, including East Coast.
The share issuance to Fundrise Merger Entity shareholders was registered on a Form S-4 registration statement, File No. 333-293216, which was the subject of a Rule 424(b)(3) prospectus and Joint Information Statement filed April 27, 2026. The mergers are expected to be accounted for as asset acquisitions under ASC Topic 805, as the Fundrise Merger Entities were determined not to meet the definition of a business for accounting purposes, since no substantive processes, employees, or operating platforms were acquired. No termination fee applicable to the merger agreement is disclosed in the reviewed filings. The transaction has closed: the Form 8-K filed May 4, 2026 confirms the mergers became effective at 11:59 p.m. Eastern time on April 29, 2026, with Fundrise eREIT as the surviving entity in each merger and the separate existence of East Coast and the other six Fundrise Merger Entities terminated.
