Some real estate investment trusts are publicly traded, but many are not. REITs come in three categories based on how their shares are sold and whether the company registers with the Securities and Exchange Commission: publicly traded REITs listed on exchanges, public non-traded REITs that register with the SEC but skip the exchange listing, and private REITs that skip SEC registration entirely. Each category gives you a very different experience as an investor, especially when it comes to how easily you can sell.
Publicly Traded REITs
Publicly traded REITs have shares listed on national securities exchanges like the New York Stock Exchange or NASDAQ. They register their securities with the SEC, and once listed, anyone can buy or sell shares through an ordinary brokerage account during market hours at whatever price supply and demand set that moment.1SEC.gov. Investor Bulletin: Real Estate Investment Trusts (REITs) This is the most liquid form of REIT. You can exit almost instantly, the same way you would sell any other stock.
Because they are exchange-listed, these REITs file annual reports on Form 10-K and quarterly reports on Form 10-Q, giving investors regular access to audited financial statements and operational updates.2Investor.gov. Form 10-Q That ongoing disclosure is governed by the Securities Exchange Act of 1934 and is meant to keep investors informed about the company’s financial health.
Market Price Versus Property Value
One quirk of publicly traded REITs is that the share price on the exchange doesn’t necessarily match the underlying value of the real estate the company owns. Analysts estimate a REIT’s net asset value (NAV) per share, meaning roughly what the properties would fetch if sold, and the market price can sit above or below that figure. As of January 2026, U.S. equity REITs with market capitalizations of at least $200 million traded at a median 16.2% discount to their estimated NAV, so investors were paying roughly 84 cents for every dollar of underlying property value.3S&P Global Market Intelligence. NAV Monitor: US REITs End January at Median 16.2% Discount to Net Asset Value
The gap varies by sector. In that same period, office REITs traded at a median 33.6% discount to NAV, while healthcare REITs traded at a median 24.9% premium.3S&P Global Market Intelligence. NAV Monitor: US REITs End January at Median 16.2% Discount to Net Asset Value Those premiums and discounts reflect investor sentiment about a sector’s future, not just the current value of the buildings. A traded REIT’s price can move sharply even when the properties themselves haven’t changed in value.
Public Non-Traded REITs
Public non-traded REITs register with the SEC and follow the same disclosure rules as traded REITs, including audited financial statements. What they don’t do is list on any exchange.1SEC.gov. Investor Bulletin: Real Estate Investment Trusts (REITs) You can’t buy them through a typical brokerage app. Shares are sold through financial advisors or specialized broker-dealer networks, usually at a fixed price during the offering period rather than a fluctuating market price.
Because there is no secondary market, these investments are illiquid, often for years. Offering documents filed on Form S-11 lay out the timeline for a possible liquidity event, such as a future exchange listing or a liquidation of the portfolio.4SEC.gov. Form S-11 Registration Statement If you need your money back before then, you’re limited to the REIT’s share redemption program, which the board can cap, restrict, or suspend.
Higher Fees and Funded Distributions
Non-traded REITs carry significantly higher upfront costs than exchange-listed ones. Sales commissions and other offering fees typically run about 9 to 10 percent of the offering price, so only 90 to 91 cents of every dollar you invest actually goes toward buying real estate.1SEC.gov. Investor Bulletin: Real Estate Investment Trusts (REITs)
The other thing to watch is how distributions get funded. Non-traded REITs frequently pay dividends that exceed their actual cash flow from operations, covering the shortfall with borrowed money or new investor capital. That practice reduces the value of your shares and the cash the company has available to buy additional properties.5Investor.gov. Real Estate Investment Trusts (REITs) A high advertised yield may partly reflect this recycling of investor money rather than genuine property income.
Knowing What Your Shares Are Worth
Without a daily market price, valuation is harder. Under FINRA rules, a non-traded REIT that wants broker participation in its offering must have its NAV per share calculated based on independent valuations performed at least annually. It also has to disclose an estimated per-share value in a report filed with the SEC within 150 days of the second anniversary of breaking escrow, and in each annual report after that. In practice, many of the larger non-traded REITs now calculate NAV monthly.
Private REITs
Private REITs are neither listed on an exchange nor registered with the SEC. They sell shares under exemptions from registration, most commonly Rule 506(b) or Rule 506(c) of Regulation D.6U.S. Securities and Exchange Commission. Private Placements – Rule 506(b) Because they bypass registration, they aren’t required to file public financial reports. You get far less transparency than with either type of public REIT.
Participation is generally limited to accredited investors, who must meet at least one of two financial thresholds:7U.S. Securities and Exchange Commission. Accredited Investors
- Net worth over $1 million, individually or jointly with a spouse, excluding the value of a primary residence.
- Income over $200,000 individually, or $300,000 jointly with a spouse, in each of the prior two years, with a reasonable expectation of the same for the current year.
Under Rule 506(b), the REIT can’t advertise to the general public. Under Rule 506(c), it can advertise and solicit broadly, but the issuer must take reasonable steps to verify that every purchaser actually qualifies as accredited.8U.S. Securities and Exchange Commission. General Solicitation – Rule 506(c) Minimum investment amounts vary widely. Some private REITs start at $1,000, while those aimed at institutional investors may require $25,000 or more.
The core risk is limited information. Without SEC filings, you have no independent mechanism to verify property valuations, fee structures, or financial condition. Federal anti-fraud rules still apply, but the burden of due diligence falls largely on you rather than on mandated disclosures.
How to Check Which Category a REIT Falls Into
You can check a REIT’s SEC status by searching the EDGAR database at sec.gov/edgar/search. Enter the company name and look for active filings.5Investor.gov. Real Estate Investment Trusts (REITs) What you find, or don’t find, tells you which of the three types you’re looking at:
- Publicly traded: regular 10-K and 10-Q filings, and a ticker symbol on a major exchange.
- Public non-traded: regular SEC filings but no exchange ticker. You may see an S-11 registration statement or prospectus in the filings.
- Private: no ongoing reports in EDGAR. There may be a Form D notice filed under Regulation D, but no continuous public financial reporting.
If someone tries to sell you shares in a REIT and you can’t find the company in EDGAR at all, be cautious. A legitimate private REIT will have a Form D on file and should be willing to hand over its offering documents directly. The absence of any SEC filings, paired with pressure to invest quickly, is a common warning sign of fraud.
A Separate Question: Equity or Mortgage
Whether a REIT is publicly traded is one axis. A second axis is how it makes money, and it applies to REITs in every one of the three categories above. Equity REITs own and operate income-producing properties such as apartment buildings, warehouses, shopping centers, or data centers and earn revenue primarily from rent. Mortgage REITs, or mREITs, lend money to property owners or buy mortgage-backed securities and earn revenue from interest. Equity REITs track the health of the underlying real estate market, while mortgage REITs are more sensitive to interest rate changes, because rising rates can raise their borrowing costs faster than the returns on their existing mortgage holdings. Both types can be publicly traded, non-traded, or private, so verify the trading status separately from the business model.