424B3 1 cfit_pro_supp_no._2_june.htm 424B3 424B3

 

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-273828

CANTOR FITZGERALD INCOME TRUST, INC.

SUPPLEMENT NO. 2 DATED JUNE 20, 2025

TO THE PROSPECTUS DATED APRIL 21, 2025

This Supplement No. 2 supplements, and should be read in conjunction with our prospectus dated April 21, 2025 and, Supplement No. 1 dated May 16, 2025. Defined terms used in this Supplement No. 2 shall have the meaning given to them in the prospectus unless the context otherwise requires. The purposes of this Supplement are as follows:

 

•
to disclose the transaction price for each class of our common stock as of July 1, 2025;

 

•
to disclose the calculation of our May 31, 2025 net asset value (“NAV”) per share, as determined in accordance with our valuation procedures, for each of our share and unit classes; and
•
to update our portfolio disclosure;

 

July 1, 2025 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of July 1, 2025 (and repurchases as of June 30, 2025) is as follows:

Transaction Price

(per share)

Class S

$

20.00

Class I

$

20.02

Class T

$

20.00

Class D

$

20.01

A detailed calculation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees. Subject to certain specific limitations and holding period requirements defined in our share repurchase program, the repurchase price for each share class will be based upon the transaction price of such class.

May 31, 2025 NAV per Share

We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.cfincometrust.com and is made available on our toll-free, automated telephone line at 855-9-CANTOR. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the prospectus for how our NAV is determined. We have engaged Robert A. Stanger & Co., Inc. to serve as our independent valuation firm (“Independent Valuation Firm”). Our advisor is ultimately responsible for determining our NAV.

 

 

 

The following table provides a breakdown of the major components of our NAV pursuant to our valuation guidelines:

Components of NAV

May 31, 2025

April 30, 2025

Investment in real estate

$1,088,700,000

$1,088,900,000

Investments in real estate-related assets

                           9,557,869

                        9,545,245

Investment in Infrastructure Fund, at Fair Value

                          7,615,023

                                    7,615,023

Cash and cash equivalents

                         38,311,914

                      34,990,826

Other assets

                         12,418,575

                      12,698,043

Debt obligations (at fair market value)

                  (554,064,448)

                  (552,662,259)

Due to related parties(1)

                    (18,380,077)

                    (17,609,851)

Accounts payable and other liabilities

                    (16,708,787)

                    (17,029,943)

Accrued performance participation allocation

                                    —

                                    —

Distribution fee payable the following month(2)

                           (26,588)

                           (54,638)

Non-controlling interests in subsidiaries

                  (264,269,932)

                  (261,712,526)

Sponsor Support repayment / special unit holder interest in
   liquidation

                                    —

                                    —

Net Asset Value

$303,153,549

$304,679,920

Number of outstanding shares and OP units(3)

                         15,147,165

                      15,223,246

 

(1) Distribution fee only relates to Class TX, Class T, Class S and Class D shares of common stock and Class T OP Units.

(2) The distribution fee that is payable as of May 31, 2025 related to Class TX, Class T, Class S and Class D shares of common stock and Class T OP Units is shown in the table below.

(3) Includes Class AX, Class TX, Class IX, Class T, Class D, Class I, Class S shares of common stock and Class I OP units issued in connection with the exercise of fair market value options of CF WAG Portfolio, and Class T and Class I OP units issued in connection with the exercise of fair market value option of CF Summerfield and CF WAG MH Portfolios.

Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

 

 

 

The following table provides a breakdown of our total NAV and NAV per share/OP unit by class as of May 31, 2025.

 

NAV Per Share

AX, IX and I Common

TX Common

T Common

D Common

S Common

I OP Units

T OP Units

Total

Total Gross Assets at Fair Value

$777,867,204

$364,608

 $107,301,952

 $42,132,601

 $411,721

 $185,586,815

 $42,938,480

$1,156,603,381

Distribution fees due and payable

  —

        (81)

  (20,431)

  (2,361)

  (78)

  —

  (3,637)

             (26,588)

Debt obligations (at fair market value)

(372,632,978)

 (174,664)

    (51,402,406)

 (20,183,389)

 (197,233)

   (88,904,337)

 (20,569,441)

    (554,064,448)

Due to related parties

(12,361,419)

     (5,794)

      (1,705,181)

      (669,547)

     (6,543)

     (2,949,239)

      (682,354)

      (18,380,077)

Accounts payable and other liabilities

(11,237,402)

     (5,268)

      (1,550,129)

      (608,666)

     (5,948)

     (2,681,066)

      (620,308)

      (16,708,787)

Accrued performance participation allocation

                   —

           —

                   —

                 —

            —

                   —

                —

                      —

Non-controlling interests in subsidiaries

(177,733,281)

   (83,309)

    (24,517,203)

   (9,626,791)

   (94,073)

   (42,404,350)

   (9,810,925)

    (264,269,932)

Quarterly NAV

 $203,902,124

 $95,492

 $28,106,602

 $11,041,847

 $107,846

 $48,647,823

 $11,251,815

 $303,153,549

Number of outstanding shares/units

 10,187,142

       4,775

        1,405,253

        551,779

       5,392

       2,430,491

        562,333

        15,147,165

NAV per share/unit

 $ 20.02

 $ 20.00

 $ 20.00

 $ 20.01

 $ 20.00

 $ 20.02

 $ 20.01

 

 

 

 

 

 

 

 

 

 

The following table reconciles stockholders’ equity per our unaudited consolidated balance sheet to our NAV:

Reconciliation of Stockholders’ Equity to NAV

                        May 31, 2025

Stockholders’ equity under U.S. GAAP

   $ 498,962,794

Adjustments:

Unrealized depreciation of real estate

             (87,393,854)

Unrealized appreciation of real estate-related assets

                          4,110,093

Organization and offering costs

                           —

Acquisition costs

               (8,780,913)

Deferred financing costs, net

               (4,736,425)

Accrued distribution fee(1)

                        (81)

Accumulated depreciation and amortization

                      138,505,348

Fair value adjustment of debt obligations

                        47,664,064

Deferred rent receivable

             (14,077,854)

Derivative assets, at fair value

               (6,829,691)

Non-controlling interests in subsidiaries

           (264,269,932)

NAV

$ $303,153,549

Note: (1) Accrued distribution fee only relates to Class TX, Class T, Class S and Class D shares of common stock and Class T OP Units.

The valuations of our real properties as of May 31, 2025 were provided by the Independent Valuation Advisor or third-party appraisal firms in accordance with our valuation procedures. Certain key assumptions that were used by the Independent Valuation Advisor or third-party appraisal firms in the discounted cash flow analysis are set forth in the following table based on weighted-averages by property type at ownership interest.

Single Tenant Office

Single Tenant Industrial

Multifamily

Single Tenant Life Sciences

Weighted-Average Basis

Exit Capitalization Rate

6.5%

6.2%

5.7%

6.0%

6.2%

Residual Discount Rate

7.6%

7.2%

7.2%

6.8%

7.4%

Average Holding Period (Yrs)

8.6

7.1

10.0

12.0

8.4

 

 

 

A change in the exit capitalization and discount rates used would impact the calculation of the value of our real property. For example, assuming all other factors remain constant, the changes listed below would result in the following effects on the value of our real properties.

Hypothetical Change

Single Tenant Office

Single Tenant Industrial

Multifamily

Single Tenant Life Sciences

Weighted-Average Values

Exit Capitalization Rate

0.25% Increase

-2.5%

-2.9%

-2.6%

-2.1%

-2.6%

0.25% Decrease

2.7%

3.1%

2.8%

2.3%

2.9%

Discount Rates

0.25% Increase

-1.6%

-1.4%

-1.9%

-2.0%

-1.6%

0.25% Decrease

1.6%

1.4%

1.9%

2.1%

1.6%



May 31, 2025 Portfolio

As of May 31, 2025, lease expirations related to our net lease portfolio of real estate assets (excluding the SF Property), based on each asset’s fair value used in determining our NAV, were as follows:

•2025 – 0.0%

•2026 – 0.0%

•2027 – 14.4%

•2028 – 13.1%

•2029 – 0.0%

•2030 – 0.0%

•2031 – 23.2%

•2032 – 17.8%

•2033 – 0.0%

•2034 – 0.0%

•After 2035 – 31.5%

As of May 31, 2025, the industry concentration of our portfolio of real estate assets, based on each asset’s fair value used in determining our NAV, was as follows:

•Multifamily – 33.3%

•Single Tenant Office – 25.8%

•Single Tenant Industrial – 21.1%

•Single Tenant Necessity Retail – 17.0%

•Single Tenant Life Sciences – 1.4%

 

•Data Center– 1.3%

 

As of May 31, 2025, the geographic concentration of our portfolio of real estate assets, based on each asset’s fair value used in determining our NAV, was as follows:

•Ohio – 23.5%

•Maryland – 20.1%

•Texas – 19.2%

•California – 12.4%

•Wisconsin– 7.2%

•South Carolina -5.7%

•Arizona – 4.7%

 

 

•Other – 7.2%

As of May 31, 2025, the investment type concentration of our portfolio of real estate assets, based on each asset’s fair value used in determining our NAV, was as follows:

•Common Equity – 100.0%

As of May 31, 2025, the maturity concentration of debt secured by our portfolio of real estate assets (including our credit facility, which makes up all debt maturing in 2025, and has a one-year extension option), based on principal balances and adjusted for ownership percentage, was as follows:

•2025 – 33.4%

•2026 – 0.0%

•2027 – 0.0%

•2028 – 6.9%

•2029 – 0.0%

•2030 – 2.9%

•2031 – 39.5%

•2032 – 17.0%

•2033 – 0.4%

•2034 – 0.0%

•After 2035 – 0.0%

As of May 31, 2025, the weighted average lease term remaining of our portfolio of real estate assets (excluding multifamily and data center investments), based on each asset’s fair value used in determining our NAV, was 7.1 years.

As of May 31, 2025, the weighted average occupancy of our portfolio of real estate assets, based on each asset’s fair value used in determining our NAV, was 95.0%. For our industrial, retail and office investments, occupancy includes all leased square footage as of the date indicated. For our multifamily investments, occupancy is defined as the percentage of units occupied on the date indicated.

As of May 31, 2025, the total value of real estate assets (investment in real estate and investments in real estate-related assets) used in determining our NAV was $1.1 billion. The total value of real estate assets, as adjusted for ownership percentage amounts to $571 million.

As of May 31, 2025, we held $4.9 million of cash and cash equivalents excluding restricted cash and a lender required cash reserve and have $22.8 million available capacity to draw on our credit facility.

 

 

 

Status of Our Offerings

We are currently offering on a continuous basis up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in shares in our primary offering and up to $250 million in shares pursuant to our distribution reinvestment plan. On June 2, 2025, pursuant to the Offering, we issued and sold (i) 57,318 shares of our common stock in the primary offering for total proceeds of $1.1 million and (ii) 13,292 shares of our common stock pursuant to our distribution reinvestment plan for a total value of $0.27 million. As of May 31, 2025, our aggregate NAV was $303 million. On May 31, 2025, we repurchased 106,786 shares of common stock pursuant to our share repurchase program for aggregate consideration of $2.1 million, which represents 100% of repurchase requests. We intend to continue selling shares on a monthly basis.