XML 56 R20.htm IDEA: XBRL DOCUMENT v3.25.4
Related Party Transactions
12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Due to Affiliates
The following table details the components of due to affiliates:
December 31, 2025December 31, 2024
Accrued ongoing servicing fees$167,835 $101,890 
Accrued management fee16,710 9,710 
Performance participation allocation30,724 15,719 
Advanced organization and offering costs7,060 9,677 
Other advanced expenses (1)
5,639 3,095 
Total$227,968 $140,091 
(1)    Includes salaries and other invoices paid by the Adviser on behalf of and subsequently reimbursed by the Company.

Ongoing Servicing Fees
The Company accrues ongoing servicing fees payable to the Dealer Manager, for ongoing services rendered to shareholders for Class S, Class N, and Class D shares equal to 0.85%, 0.50% and 0.25%, respectively, per annum of the aggregate NAV of the respective outstanding class of shares. The ongoing servicing fees are paid monthly in arrears.
As part of the DST Program, NLT OP is authorized to issue three additional classes of OP Units, Class S-1, Class N-1, and Class D-1 in exchange for Interests in DSTs in the event NLT OP elects to exercise its FMV Buyback Option and the participation of such OP Units in the Company’s distribution reinvestment plan. NLT OP will pay to the Dealer Manager for ongoing services rendered to shareholders for Class S-1, Class N-1 and Class D-1 OP Units equal to 0.85%, 0.50% and 0.25%, respectively, per annum of the aggregate NAV of the respective outstanding class of OP Units. The servicing fees will be paid monthly in arrears. Additionally, the DST Sponsor, Blue Owl Real Estate Exchange LLC, a wholly owned subsidiary of the Company, will pay to the Dealer Manager, a service fee equal to 0.25% per annum of the price per Interest sold, to be paid quarterly in arrears.
Accrued Management Fees
The Company will pay the Adviser a management fee equal to 1.25% of NAV per annum payable monthly for services rendered related to ongoing operations of ORENT pursuant to the Investment Advisory Agreement. Additionally, to the extent that NLT OP issues OP Units to parties other than the Company, NLT OP will pay the Adviser a management fee equal to 1.25% of the NAV of NLT OP attributable to such units not held by us per annum payable monthly.
The management fee may be paid, at the Adviser’s election, in cash, Class I shares or Class I OP Units. To date, the Adviser has elected to receive the management fee in the Company’s common shares, resulting in a non-cash expense. During the years ended December 31, 2025, 2024 and 2023, the Company incurred management fees of $80,727, $45,383 and $22,224, respectively.
During the years ended December 31, 2025, 2024 and 2023, the Company issued 7,162,527, 3,987,057 and 1,887,887 shares, respectively, to the Adviser as payment for management fees. Management fees of $16,710 and $9,710 were accrued and unpaid as of December 31, 2025 and 2024, respectively. The shares issued to the Adviser for payment of the management fee were issued at the applicable NAV per share at the end of each month for which the fee was earned.
Additionally, in connection with the DST Program, the Company will pay the Adviser a management fee equal to 1.25% of the total consideration received by the Company or its affiliate for selling Interests to third-party investors, net of up-front fees and expense reimbursements payable out of gross sale proceeds from the sale of such Interests and any proceeds from any loans secured directly or indirectly by the DST Properties, per annum payable monthly. The Adviser has waived the fee for the initial DST Program offering.
Performance Participation Allocation
In addition to the fees paid to the Adviser for services provided pursuant to the Investment Advisory Agreement, the Special Limited Partners hold a performance participation interest in NLT OP that entitles them to receive an allocation of NLT OP’s total return. Total return is defined as total distributions plus the change in the Company’s NAV per share, adjusted for subscriptions and repurchases. The performance participation allocation is an incentive fee paid to the Adviser and receipt of the allocation is subject to the ongoing effectiveness of the Investment Advisory Agreement. Under the NLT OP agreement, the Special Limited Partners are entitled to an allocation from NLT OP equal to 12.5% of total return, after the other unit holders have received a total return of 5% (after recouping any loss carryforward amount). The allocation of the performance participation interest is measured on a calendar year basis and is paid quarterly in OP Units, ORENT shares, or cash, at the election of the Special Limited Partner. As the performance participation allocation is associated with the performance of services rendered by the Adviser, and the Special Limited Partners are only entitled to the performance participation allocation fee provided that the Investment Advisory Agreement has not been terminated, the Company accounts for the performance participation allocation as an expense in our Consolidated Statements of Operations. During the years ended December 31, 2025, 2024, and 2023, the Company recognized $97,760, $38,321 and $12,467, respectively, of performance participation allocation expense in the Company’s Consolidated Statements of Operations.
During the years ended December 31, 2025, 2024, and 2023, the Company issued 8,018,603, 2,081,534, and 1,590,696 Class I OP Units, respectively, to the Special Limited Partners as payment of performance participation allocation at the respective NAV per unit. During the years ended December 31, 2025 and 2024, 113,979 and 27,517 Class I OP Units originally issued as payment of performance participation allocation were redeemed, respectively. There were no Class I OP Units originally issued as payment of performance participation redeemed during the year ended December 31, 2023. As of December 31, 2025 and 2024, there were 11,713,777 and 3,809,153 Class I OP Units outstanding, respectively, issued as payment of the performance participation allocation expense.
Advanced Organization and Offering Costs
The Adviser advanced all of the organization and offering costs on behalf of the Company (including legal, marketing, due diligence, administrative, accounting, design and website expenses, fees and expenses of our escrow agent and transfer agent, and other expenses attributable to the Company’s organization, but excluding ongoing servicing fees) through September 1, 2023. Such costs are recorded as a component of Due to affiliates on the Company’s Consolidated Balance Sheets and are being reimbursed to the Adviser pro rata over 60 months beginning on September 1, 2023.
Accrued Interest - Affiliate Line of Credit
During the years ended December 31, 2024 and 2023, the Company issued 695,189 and 1,618,680, respectively, to our affiliate, Blue Owl Capital Holdings LP, as payment for interest on the revolving promissory note. During the year ended December 31, 2024, the Company repaid the outstanding balance under the affiliate line of credit as well as the remaining accrued interest through the use of proceeds from the issuance of common shares and cash flows from operations.
Common Shares Held by Affiliates
As of December 31, 2025 and 2024, ORENT affiliates and their employees owned 5,977,092 and 13,109,016 ORENT Class I shares, respectively. The aggregate amount of the Class I shares owned by ORENT affiliates and their employees was $63,181 and $133,696, based on the NAV per share/unit as of December 31, 2025 and 2024, respectively.
During the years ended December 31, 2025 and 2024, the Adviser submitted 11,980,447 and 2,854,246 Class I shares, previously issued as payment for management fees and interest on the affiliate line of credit, for repurchase by the Company for a total of $123,471 and $29,000, respectively. During the year ended December 31, 2023, the Adviser did not submit any shares for repurchase. Additionally, during the year ended December 31, 2025, Blue Owl Real Estate Fund V OP (SH) LP (“Fund V”), a fund also managed by the Adviser, redeemed 2,777,242 Class I shares for a total of $28,402. The shares represent all of the shares previously issued by the Company as consideration for properties acquired from Fund V during the year ended December 31, 2022.
Real Estate Transactions
Investments in real estate, net, Intangible assets, net, and Other liabilities include properties that were acquired from various funds that are also managed by our Adviser. The five properties acquired during the year ended December 31, 2025, were acquired for total cash consideration of $273,644. While these properties were acquired from related parties, these related parties and the Company are not under common control, and these transactions were approved by the Board of Trustees.
Other
Through the Company’s investment in Miner JV, a build-to-suit joint venture, the Company engaged an affiliate of the Adviser, STACK Infrastructure, Inc. (together with its affiliates and wholly and partially owned subsidiaries, “STACK”), to provide management and administrative services as the Development Manager. Under the Development Management agreement, STACK will earn an annual development fee which is not to exceed 3% of the project costs.