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  • P P C 4 R4P SS 7 4 4 SS P U U V P 1 1 1 4 4 1 #5 4 S V P 4 ... · 1 Filed pursuant to 424(b)(3) Registration No. 333-229136 BLACK CREEK INDUSTRIAL REIT IV INC. SUPPLEMENT NO. 5 DATED
466
Filed pursuant to 424(b)(3) Registration No. 333-229136 BLACK CREEK INDUSTRIAL REIT IV INC. SUPPLEMENT NO. 6 DATED AUGUST 27, 2020 TO THE PROSPECTUS DATED APRIL 28, 2020 This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Black Creek Industrial REIT IV Inc. (the “Company”), dated April 28, 2020 (the “Prospectus”), as supplemented by Supplement No. 1, dated May 15, 2020, Supplement No. 2, dated June 15, 2020, Supplement No. 3, dated July 15, 2020, Supplement No. 4, dated July 21, 2020 and Supplement No. 5, dated August 14, 2020. Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. The purpose of this Supplement is to disclose: ● an update to the cover page; ● an update to the suitability standards; ● an update to the risk factors; and ● an update to the subscription agreement. ● COVER PAGE The following paragraph replaces the bolded paragraph just above the proceeds chart on the cover page in its entirety: Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete, or determined whether the offering can be sold to any or all purchasers in compliance with existing or future suitability or conduct standards. In addition, the Attorney General of the State of New York has not passed on or endorsed the merits of this offering. Any representation to the contrary is unlawful. The use of forecasts in this offering is prohibited. Any representation to the contrary and any predictions, written or oral, as to the amount or certainty of any present or future cash benefit or tax consequence which may flow from an investment in our common stock is not permitted. ● SUITABILITY STANDARDS The following supplements the Suitability Standards contained in the Prospectus: On June 5, 2019, the SEC adopted Regulation Best Interest, which establishes a new standard of conduct for broker dealers and natural persons who are associated persons of a broker dealer under the Securities Exchange Act of 1934, as amended, that may be interpreted as a higher standard than suitability. Broker dealers must comply with Regulation Best Interest. Regulation Best Interest includes the general obligation that broker dealers shall act in the “best interest” of retail customers in making any recommendation of any securities transaction or investment strategy, without putting the financial or other interests of the broker dealer ahead of the retail customer. The general obligation can be satisfied by the broker dealer’s compliance with four specified component obligations: (i) provide certain required disclosure before or at the time of the recommendation, about the recommendation and the relationship between the broker dealer and the retail customer; (ii) exercise reasonable diligence, care, and skill in making the recommendation; (iii) establish, maintain, and enforce written policies and procedures reasonably designed to address conflicts of interest; and (iv) establish, maintain, and enforce written policies and procedures reasonably designed to achieve compliance with Regulation Best Interest. Like existing suitability obligations, the component obligations of Regulation Best Interest contain a quantitative standard. Such quantitative standard may be more or less restrictive pursuant to Regulation Best Interest than under the suitability standard. In addition, broker dealers are required to provide retail investors a brief customer relationship summary, or Form CRS, that summarizes for the investor key information about the broker dealer. Form CRS is different from this prospectus, which contains information regarding this offering and our company. The impact of Regulation Best Interest on broker dealers cannot be determined at this time, given that it only took effect on June 30, 2020, no administrative or BCIRIV_PRO_SUP6_AUG20

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Page 1: P P C 4 R4P SS 7 4 4 SS P U U V P 1 1 1 4 4 1 #5 4 S V P 4 ... · 1 Filed pursuant to 424(b)(3) Registration No. 333-229136 BLACK CREEK INDUSTRIAL REIT IV INC. SUPPLEMENT NO. 5 DATED

Filedpursuantto424(b)(3)RegistrationNo.333-229136

BLACKCREEKINDUSTRIALREITIVINC.SUPPLEMENTNO.6DATEDAUGUST27,2020TOTHEPROSPECTUSDATEDAPRIL28,2020

Thisprospectussupplement(“Supplement”)ispartofandshouldbereadinconjunctionwiththeprospectusofBlackCreekIndustrialREITIVInc.(the“Company”),datedApril28,2020(the“Prospectus”),assupplementedbySupplementNo.1,datedMay15,2020,SupplementNo.2,datedJune15,2020,SupplementNo.3,datedJuly15,2020,SupplementNo.4,datedJuly21,2020andSupplementNo.5,datedAugust14,2020.Unlessotherwisedefinedherein,capitalizedtermsusedinthisSupplementshallhavethesamemeaningsasintheProspectus.

ThepurposeofthisSupplementistodisclose:

● anupdatetothecoverpage;● anupdatetothesuitabilitystandards;● anupdatetotheriskfactors;and● anupdatetothesubscriptionagreement.

● COVERPAGE

Thefollowingparagraphreplacestheboldedparagraphjustabovetheproceedschartonthecoverpageinitsentirety:

NeithertheSecuritiesandExchangeCommissionnoranystatesecuritiescommissionhasapprovedordisapprovedofthesesecuritiesordeterminedifthisprospectusistruthfulorcomplete,ordeterminedwhethertheofferingcanbesoldtoanyorallpurchasersincompliancewithexistingorfuturesuitabilityorconductstandards.Inaddition,theAttorneyGeneraloftheStateofNewYorkhasnotpassedonorendorsedthemeritsofthisoffering.Anyrepresentationtothecontraryisunlawful.Theuseofforecastsinthisofferingisprohibited.Anyrepresentationtothecontraryandanypredictions,writtenororal,astotheamountorcertaintyofanypresentorfuturecashbenefitortaxconsequencewhichmayflowfromaninvestmentinourcommonstockisnotpermitted.

● SUITABILITYSTANDARDS

ThefollowingsupplementstheSuitabilityStandardscontainedintheProspectus:

OnJune5,2019,theSECadoptedRegulationBestInterest,whichestablishesanewstandardofconductforbrokerdealersandnaturalpersonswhoareassociatedpersonsofabrokerdealerundertheSecuritiesExchangeActof1934,asamended,thatmaybeinterpretedasahigherstandardthansuitability.BrokerdealersmustcomplywithRegulationBestInterest.RegulationBestInterestincludesthegeneralobligationthatbrokerdealersshallactinthe“bestinterest”ofretailcustomersinmakinganyrecommendationofanysecuritiestransactionorinvestmentstrategy,withoutputtingthefinancialorotherinterestsofthebrokerdealeraheadoftheretailcustomer.Thegeneralobligationcanbesatisfiedbythebrokerdealer’scompliancewithfourspecifiedcomponentobligations:(i)providecertainrequireddisclosurebeforeoratthetimeoftherecommendation,abouttherecommendationandtherelationshipbetweenthebrokerdealerandtheretailcustomer;(ii)exercisereasonablediligence,care,andskillinmakingtherecommendation;(iii)establish,maintain,andenforcewrittenpoliciesandproceduresreasonablydesignedtoaddressconflictsofinterest;and(iv)establish,maintain,andenforcewrittenpoliciesandproceduresreasonablydesignedtoachievecompliancewithRegulationBestInterest.Likeexistingsuitabilityobligations,thecomponentobligationsofRegulationBestInterestcontainaquantitativestandard.SuchquantitativestandardmaybemoreorlessrestrictivepursuanttoRegulationBestInterestthanunderthesuitabilitystandard.Inaddition,brokerdealersarerequiredtoprovideretailinvestorsabriefcustomerrelationshipsummary,orFormCRS,thatsummarizesfortheinvestorkeyinformationaboutthebrokerdealer.FormCRSisdifferentfromthisprospectus,whichcontainsinformationregardingthisofferingandourcompany.TheimpactofRegulationBestInterestonbrokerdealerscannotbedeterminedatthistime,giventhatitonlytookeffectonJune30,2020,noadministrativeor

BCIRIV_PRO_SUP6_AUG20

Page 2: P P C 4 R4P SS 7 4 4 SS P U U V P 1 1 1 4 4 1 #5 4 S V P 4 ... · 1 Filed pursuant to 424(b)(3) Registration No. 333-229136 BLACK CREEK INDUSTRIAL REIT IV INC. SUPPLEMENT NO. 5 DATED

caselawexistsunderRegulationBestInterestasofthedateofthisSupplementandthefullscopeofitsapplicabilityisuncertain.

● RISKFACTORS

Thefollowingriskfactorisaddedasthethirdriskfactoronpage70oftheProspectusinthesectiontitled“RiskFactors—RisksRelatedtoOurGeneralBusinessOperationsandOurCorporateStructure”:

CompliancewiththeSEC’sRegulationBestInterestbyparticipatingbrokerdealersmaynegativelyimpactourabilitytoraisecapitalinthisoffering,whichwouldharmourabilitytoachieveourinvestmentobjectives.

CommencingJune30,2020,brokerdealersarerequiredtocomplywithRegulationBestInterest,which,amongotherrequirements,establishesanewstandardofconductforbrokerdealersandtheirassociatedpersonswhenmakingarecommendationofanysecuritiestransactionorinvestmentstrategyinvolvingsecuritiestoaretailcustomer.TheimpactofRegulationBestInterestonparticipatingbrokerdealerscannotbedeterminedatthistime,anditmaynegativelyimpactwhetherparticipatingbrokerdealersandtheirassociatedpersonsrecommendthisofferingtocertainretailcustomers.IfRegulationBestInterestreducesourabilitytoraisecapitalinthisoffering,itwouldharmourabilitytofurtherexpandanddiversifyourportfolioofinvestments,aswellasourabilitytoachieveourinvestmentobjectives.

● SUBSCRIPTIONAGREEMENT

Thefollowingparagraphreplacesthefirstparagraphofsection10ofthesubscriptionagreementinitsentiretywhichisattachedtothisSupplementasAppendixA:

TheBroker/Dealer(B/D)orauthorizedrepresentativemustsignbelowtocompletetheorder.Theundersignedconfirmsbyitssignature,onbehalfoftheBroker/Dealer,thatheorsheisdulylicensedandmaylawfullysellsharesofcommonstockinthestatedesignatedastheinvestor’slegalresidence.Theundersignedconfirmsbyitssignature,onbehalfoftheBroker/Dealer,thatit(i)hasreasonablegroundstobelievethattheinformationandrepresentationsconcerningtheinvestoridentifiedhereinaretrue,correctandcompleteinallrespects;(ii)hasverifiedthattheformofownershipselectedisaccurateand,ifotherthanindividualownership,hasverifiedthattheindividualexecutingonbehalfoftheinvestorisproperlyauthorizedandidentified;(iii)hasdiscussedsuchinvestor’sprospectivepurchaseofshareswithsuchinvestor;(iv)hasadvisedsuchinvestorofallpertinentfactswithregardtotheliquidityandmarketabilityoftheshares;(v)hasdeliveredormadeavailableacurrentProspectusandrelatedsupplements,ifany,tosuchinvestor;and(vi)hasreasonablegroundstobelievethatthepurchaseofsharesisasuitableinvestmentforsuchinvestor,thatsuchinvestormeetsthesuitabilitystandardsapplicabletosuchinvestorsetforthintheProspectusandrelatedsupplements,ifany,andthatsuchinvestorisinafinancialpositiontoenablesuchinvestortorealizethebenefitsofsuchaninvestmentandtosufferanylossthatmayoccurwithrespectthereto.Theundersignedfurtherrepresentsandcertifiesthat,iftheinvestorisa“retailcustomer”asdefinedinRegulationBestInterest,(i)theundersignedhasareasonablebasistobelievethat(a)aninvestmentinsharesofBlackCreekIndustrialREITIVwouldbeinthebestinterestoftheinvestorbasedupontheinvestor’sinvestmentprofileandthepotentialrisks,rewards,andcostsassociatedwithsuchaninvestmentand(b)theundersignedhasnotplaceditsinterestsorthoseoftheBroker/Dealeraheadoftheinterestoftheinvestorinrecommendingsuchinvestmentand(ii)theundersignedandtheBroker/Dealerhavecompliedwithanyapplicableenhancedstandardofconduct,including,butnotlimitedto,theotherrequirementsofRegulationBestInterestinrelationtotheproposedinvestmentbytheinvestorinsharesofBlackCreekIndustrialREITIV.TheBroker/Dealeragreestomaintainrecordsoftheinformationusedtodeterminethataninvestmentinsharesissuitableandappropriatefortheinvestorforaperiodofsixyears.Theundersignedfurtherrepresentsandcertifies,onbehalfoftheBroker/Dealer,thatinconnectionwiththissubscriptionforshares,heorshehascompliedwithandhasfollowedallapplicablepoliciesandproceduresunderhisorherfirm’sexistingAnti-MoneyLaunderingProgramandCustomerIdentificationProgram.

Page 3: P P C 4 R4P SS 7 4 4 SS P U U V P 1 1 1 4 4 1 #5 4 S V P 4 ... · 1 Filed pursuant to 424(b)(3) Registration No. 333-229136 BLACK CREEK INDUSTRIAL REIT IV INC. SUPPLEMENT NO. 5 DATED

AppendixAInvestorNameSubscriptionAgreement

CLASSTSHARES,CLASSWSHARES

ANDCLASSISHARESEffectiveasof

September2020BlackCreekIndustrialREIT

IV1.Investment—Seepaymentinstructions

onnextpage.Pleasechecktheappropriatebox:

oInitialInvestment—Thisismyinitial

investment:$2,000minimumforClassTshares

andClassWshares;$1,000,000forClassI

shares(unlesswaived)($2,500minimumfor

non-qualifiedplansinNY,whichcannotbe

waived).oAdditionalInvestment—Thisisan

additionalinvestment:$500minimum.Account

#StateofSale2.AccountType—SelectClass

TShares,ClassWSharesorClassIShares

below(chooseonlyone).ThisSubscription

AgreementisforClassTshares,ClassW

sharesandClassIshares.Pleaseconsultwith

yourfinancialprofessionalregardingthe

accounttypeandcommissionsstructureofyour

investmentandcheckoneofthefollowing

options.TheprospectusofBlackCreek

IndustrialREITIVasamendedand

supplementedasofthedatehereof(the

“Prospectus”)containsadditionalinformation

regardingthedifferentshareclasses.oClassT

ShareoClassWShare(availableforcertain

fee-basedwrapaccountsandothereligible

investorsasdisclosedintheprospectus).o

ClassIShare(availableforcertainaccounts

andothereligibleinvestorsasdisclosedinthe

prospectus).3.TypeofOwnership(All

authorizedownersmustsigninsection10.)

Non-CustodialOwnershipCustodial

OwnershipBrokerageAccountNumbero

IndividualOwnershipoJointTenantswith

RightsofSurvivorshipoTransferonDeathFill

outTransferonDeathFormtoeffect

designation.(Availablethroughyourfinancial

professional)oTenantsinCommono

CommunityPropertyoUniformGifttoMinors

ActoPlanAdditionaldocumentationrequired

insection4C.oTrustAdditional

documentationrequiredinsection4C.o

Corporation/PartnershipAdditional

documentationrequiredinsection4C.oOther

(Specify)CustodianAccountNumbero

TraditionalIRAoRothIRAoDecedentIRA

NameofDeceasedoSimplifiedEmployee

Pension/Trust(SEP)oOther(Specify)Page1

of6(Requiredforcustodialownership

accounts.)CustodianInformationTobe

completedbyCustodianlistedabove.Nameof

CustodianCustodianTaxID#Custodian

Telephone#Total$Invested

Page 4: P P C 4 R4P SS 7 4 4 SS P U U V P 1 1 1 4 4 1 #5 4 S V P 4 ... · 1 Filed pursuant to 424(b)(3) Registration No. 333-229136 BLACK CREEK INDUSTRIAL REIT IV INC. SUPPLEMENT NO. 5 DATED

InvestorNameSubscriptionAgreementCLASSTSHARES,CLASSW

SHARESANDCLASSISHARESEffectiveasofSeptember2020Black

CreekIndustrialREITIV4.SubscriberInformationoEmployeeor

AffiliateofAdvisorofBlackCreekIndustrialREITIVA.Investor

Information(Investor/Trustee/Executor/AuthorizedSignatoryinformation)

FirstNameLastNameSocialSecurity/TaxpayerID#DateofBirth

(MM/DD/YYYY)Telephone#ResidentialAddress(noP.O.Box)E-mail

AddressStreetAddressMailingAddress(ifdifferentfromabove)City

StateZipStreetAddressPleaseIndicateCitizenshipStatusoU.S.Citizen

B.Co-InvestorInformationCityStateZipoResidentAlienoNon-Resident

Alien(Co-Investor/Co-Trustee/Co-AuthorizedSignatoryInformation,if

applicable)FirstNameLastNameSocialSecurity/TaxpayerID#Dateof

Birth(MM/DD/YYYY)Telephone#ResidentialAddress(noP.O.Box)

StreetAddressMailingAddress(ifdifferentfromabove)CityStateZip

StreetAddressPleaseIndicateCitizenshipStatusoU.S.CitizenCityState

ZipoResidentAlienoNon-ResidentAlienC.EntityInformation—

RetirementPlan/Trust/Corporation/Partnership/Other(Trustee(s)and/or

AuthorizedSignatory(s)informationMUSTbeprovidedinsections4Aand

4B)EntityNameEntityType(Selectone—required)oRetirementPlan

(Plandocumentationrequired)oTaxableTrust(Firstandlastpagesofthe

trustdocumentrequired)oTax-exemptTrust(Firstandlastpagesofthe

trustdocumentrequired)oS-Corp(CorporateResolutionrequired)oC-

Corp(CorporateResolutionrequired)Page2of6EntityTaxID#Dateof

TrustoLLC(Plandocumentationrequired)oPartnership(Plan

documentationrequired)oEstate(LetterofTestamentaryrequired)oOther

(Specify)

Page 5: P P C 4 R4P SS 7 4 4 SS P U U V P 1 1 1 4 4 1 #5 4 S V P 4 ... · 1 Filed pursuant to 424(b)(3) Registration No. 333-229136 BLACK CREEK INDUSTRIAL REIT IV INC. SUPPLEMENT NO. 5 DATED

InvestorNameSubscriptionAgreement

CLASSTSHARES,CLASSWSHARES

ANDCLASSISHARESEffectiveasof

September2020BlackCreekIndustrial

REITIV5.E-ConsentInsteadofreceiving

papercopiesoftheprospectus,prospectus

supplements,annualreports,tax

documents,proxystatements,andother

stockholdercommunicationsandreports,

youmayelecttoreceiveelectronic

deliveryofstockholdercommunications

fromBlackCreekIndustrialREITIV.If

youwouldliketoconsenttoelectronic

delivery,includingpursuanttoe-mail,

pleasechecktheboxbelowforthis

election.Weencourageyoutoreduce

printingandmailingcostsandtoconserve

naturalresourcesbyelectingtoreceive

electronicdeliveryofstockholder

communicationsandstatement

notifications.Byconsentingbelowto

electronicallyreceivestockholder

communications,includingyouraccount

specificinformation,youauthorizesaid

offering(s)toeither(i)e-mailstockholder

communicationstoyoudirectlyor(ii)

makethemavailableonourwebsiteand

notifyyoubye-mailwhenandwheresuch

documentsareavailable.Yourconsentto

electronicdeliverywillbeonanunlimited

durationandyouwillnotreceivepaper

copiesoftheseelectronicmaterialsunless

(i)specificallyrequested,(ii)youinform

usinwritingthatyourevokeyourconsent,

(iii)thedeliveryofelectronicmaterialsis

prohibitedor(iv)we,insolediscretion,

electtosendpapercopiesofmaterials.By

consentingtoelectronicaccess,youwill

beresponsibleforyourcustomaryinternet

serviceproviderchargesandmaybe

requiredtodownloadsoftwarein

connectionwithaccesstothesematerials.

oIconsenttoelectronicdeliveryE-mail

AddressIfblank,thee-mailaddress

providedinsection4willbeused.6.

InvestmentMethodoByMail—Attacha

checkmadepayabletoBlackCreek

IndustrialREITIV.oByWire—Account

Name:UMBBank,N.A.,KansasCity,

MO64106ABARoutingNumber:

101000695AccountNumber:

9871976114Beneficiary:BlackCreek

IndustrialREITIVPleaserequestwhen

sendingawirethatthewirereferencethe

subscriber’snameinordertoassurethat

thewireiscreditedtotheproperaccount.

oAssetTransfer—oAssettransferform

senttotransferringinstitution.oAsset

transferformincludedwithsubscription.

7.DistributionsYouwillautomatically

receivecashdistributionsunlessyouelect

toenrollintheDistributionReinvestment

Plan.Ifyouwishtoenrollinthe

DistributionReinvestmentPlan,checkthis

box:Ifyoudonotwishtoenrollinthe

DistributionReinvestmentPlan,please

completetheinformationbelow.Non-

CustodialOwnershipoIpreferthatmy

distributionbedepositeddirectlyintothe

accountlistedinsection8.oIpreferthat

mydistributionbepaidbycheckandsent

totheaddresslistedinsection4.Custodial

OwnershipoIpreferthatmydistribution

besenttomyCustodianfordepositinto

myCustodialaccountcitedinsection3.

ForCustodialaccounts,ifyouelectcash

distributions,thefundsmustbesenttothe

Custodian.8.BankorBrokerageAccount

InformationCompletethissectionONLY

ifyoudoNOTwishtoenrollinthe

DistributionReinvestmentPlanandyou

insteadelecttoreceivecashdistributions.

NameofFinancialInstitutionStreet

AddressCityStateZIPName(s)on

AccountABANumbers/BankAccount

NumberAccountNumberoChecking

(Attachavoidedcheck.)oSavings

(Attachavoideddepositslip.)o

BrokeragePage3of6

Page 6: P P C 4 R4P SS 7 4 4 SS P U U V P 1 1 1 4 4 1 #5 4 S V P 4 ... · 1 Filed pursuant to 424(b)(3) Registration No. 333-229136 BLACK CREEK INDUSTRIAL REIT IV INC. SUPPLEMENT NO. 5 DATED

InvestorNameSubscriptionAgreementCLASST

SHARES,CLASSWSHARESANDCLASSI

SHARESEffectiveasofSeptember2020Black

CreekIndustrialREITIV9.SuitabilityandOther

Representations(required)Pleaseseparatelyinitial

eachoftherepresentationsbelow.Inthecaseof

jointinvestors,eachinvestormustinitial.Except

inthecaseoffiduciaryaccounts,youmaynot

grantanypersonpowerofattorneytomakesuch

representationsonyourbehalf.Inordertoinduce

BlackCreekIndustrialREITIVtoacceptthis

subscription,I(we)herebyrepresentandwarrant

that:InvestorCo-Investora)I(we)understand

thatthetransactionpricepershareatwhichmy

(our)investmentwillbeexecutedwillbemade

availableatwww.bcindustrialiv.comandina

prospectussupplementfiledwiththeSEC,

availableatwww.sec.gov.I(we)understandthat

thetransactionpricepersharegenerallywillbe

madeavailablewithin15calendardaysafterthe

lastcalendardayofeachmonth,andsuch

transactionpricewillgenerallybethetransaction

priceforthethen-currentmonthforeachshare

class.I(we)understandthatmy(our)subscription

requestwillnotbeacceptedbeforethelaterof(i)

twobusinessdaysbeforethefirstcalendardayof

themonthand(ii)threebusinessdaysafterthe

transactionpriceismadepubliclyavailable.I(we)

understandthatI(we)am(are)notcommittedto

purchasesharesatthetimemy(our)subscription

orderissubmittedandI(we)maycancelmy(our)

subscriptionatanytimebeforethetimeithas

beenacceptedasdescribedintheprevious

sentence.I(we)understandthatI(we)may

withdrawmy(our)purchaserequestduringsuch

periodbynotifyingthetransferagent,my(our)

financialintermediary,ordirectlythroughBlack

CreekIndustrialREITIV’stoll-free,automated

telephoneline,888.310.9352.Ihave(wehave)

receivedacopyofthefinalProspectus.Iam(we

are)purchasingsharesformy(our)ownaccount

andacknowledgethattheinvestmentisnotliquid.

I(we)herebyauthorizeBlackCreekIndustrial

REITIV,uponoccurrenceofaLiquidityEvent

(asdefinedinBlackCreekIndustrialREITIV’s

Prospectus),tosharewiththeRegistered

Representative’sfirmlistedinsection11the

identificationnumberthatisassignedtomy(our)

securitiesaccountatthetransferagent’scustodian

bankinordertofacilitatepotentialtransferofmy

securitiesfromthetransferagenttotheRegistered

Representative’sfirm.Pleaseinitialifyouagree.I

(we)have(i)anetworth(exclusiveofhome,

homefurnishingsandautomobiles)of$250,000

ormore;or(ii)anetworth(exclusiveofhome,

homefurnishingsandautomobiles)ofatleast

$70,000ANDhadduringthelasttaxyear,or

estimatethatI(we)willhaveduringthecurrent

taxyear,aminimumof$70,000annualgross

income.I(we)acknowledgethatthesesuitability

requirementscanbemetbymyself(ourselves)or

thefiduciaryactingonmy(our)behalf.IfIam

(weare)aresidentofAL,IA,ID,KS,KY,MA,

ME,MO,NE,NJ,NM,ND,OR,PA,TNorVT,I

(we)meetthehighersuitabilityrequirements

imposedbymy(our)stateofprimaryresidencyas

setforthintheProspectusunder“Suitability

Standards.”I(we)acknowledgethatthese

suitabilityrequirementscanbemetbymyself

(ourselves)orthefiduciaryactingonmy(our)

behalf.Iftheinvestorisapartnership,limited

liabilitycompany,orothercorporateentity,each

equityownerofsuchentitymeets,onan

individualbasis,thesuitabilitystandardssetforth

inthe“SuitabilityStandards”sectionofthe

Prospectus,includinganyhigherstate-specific

requirementsasapplicabletosuchequityowner.

IfIam(weare)anAlabamaresident,I(we)have

aliquidnetworthofatleast10timesmy(our)

investmentinthesharesofBlackCreekIndustrial

REITIVanditsaffiliates.IfIam(weare)an

Iowaresident,I(we)haveeither:(i)aminimum

networthof$300,000(exclusiveofhome,auto

andfurnishings);or(ii)aminimumofannual

grossincomeof$70,000andanetworthof

$100,000(exclusiveofhome,autoand

furnishings).Inaddition,my(our)total

investmentinthesharesofBlackCreekIndustrial

REITIVoranyofitsaffiliates,andthesharesof

anyothernon-exchange-tradedREIT,cannot

exceed10%ofmy(our)liquidnetworth.“Liquid

networth”forpurposesofthisinvestmentshall

consistofcash,cashequivalentsandreadily

marketablesecurities.IfIam(weare)aKansas

investor,I(we)have(i)anetworth(exclusiveof

home,homefurnishingsandautomobiles)of

$250,000ormore;or(ii)anetworth(exclusiveof

home,homefurnishingsandautomobiles)ofat

least$70,000ANDaminimumof$70,000gross

incomeinthelast12months.I(we)acknowledge

thatthesesuitabilityrequirementscanbemetby

myself(ourselves)orthefiduciaryactingonmy

(our)behalf.IfIam(weare)aKansasresident,I

am(weare)limitingmy(our)aggregate

investmentinthesecuritiesofBlackCreek

IndustrialREITIVandothersimilarprogramsto

nomorethan10%ofmy(our)liquidnetworth.

Forthesepurposes,liquidnetworthshallbe

definedasthatportionoftotalnetworth(total

assetsminusliabilities)thatiscomprisedofcash,

cashequivalentsandreadilymarketablesecurities,

asdeterminedinconformitywithUnitedStates

generallyacceptedaccountingprinciples.IfIam

(weare)aKentuckyresident,I(we)shallnot

investmorethan10%ofmy(our)liquidnet

worth(cash,cashequivalentsandreadily

marketablesecurities)inBlackCreekIndustrial

REITIV’ssharesorthesharesofBlackCreek

IndustrialREITIV’saffiliates’non-publicly

tradedrealestateinvestmenttrusts.IfIam(we

are)aNebraskaresident,inadditiontomeeting

thesuitabilitystandardssetforthinthe

“SuitabilityStandards”sectionoftheProspectus,I

am(weare)limitingmy(our)aggregate

investmentinthisofferingandinthesecuritiesof

othernon-publiclytradedrealestateinvestment

trusts(REITs)to10%ofmy(our)networth

(excludingthevalueofmy(our)home,home

furnishings,andautomobiles).Aninvestment(a)

InitialsInitialsb)c)d)(b)InitialsInitials(c)

InitialsInitials(d)InitialsInitialse)(e)Initials

Initialsf)(f)InitialsInitialsg)(g)InitialsInitials

h)(h)InitialsInitialsi)(i)InitialsInitialsj)(j)

InitialsInitialsk)(k)InitialsInitialsl)(l)Initials

Initialsm)byaNebraskainvestorthatisan

accreditedinvestorwithinthemeaningofthe

FederalSecuritieslawsisnotsubjecttothe

foregoinglimitations.(m)InitialsInitialsn)IfI

am(weare)aNewJerseyresident,I(we)have

either,(a)aminimumliquidnetworthofatleast

$100,000andaminimumannualgrossincomeof

notlessthan$85,000,or(b)aminimumliquidnet

worthofatleast$350,000.Forthesepurposes,

“liquidnetworth”isdefinedasthatportionofnet

worth(totalassetsexclusiveofhome,home

furnishings,andautomobiles,minustotal

liabilities)thatconsistsofcash,cashequivalents

andreadilymarketablesecurities.Inaddition,my

(our)investmentinBlackCreekIndustrialREIT

IV,BlackCreekIndustrialREITIV’saffiliates,

andothernon-publiclytradeddirectinvestment

programs(includingREITs,BDCs,oilandgas

programs,equipmentleasingprogramsand

commoditypools,butexcludingunregistered,

federallyandstateexemptprivateofferings)may

notexceedtenpercent(10%)ofmy(our)liquid

networth.IfIam(weare)aNorthDakota

resident,inadditiontothestandardssetforthin

the“SuitabilityStandards”sectionofthe

Prospectus,I(we)haveanetworthofatleastten

timesmy(our)investmentinthisoffering.IfIam

(weare)anOhioresident,Iam(weare)limiting

my(our)investmentinBlackCreekIndustrial

REITIV,itsaffiliatesandothernon-tradedreal

estateinvestmentprogramstonomorethan10%

ofmy(our)liquidnetworth.Forthesepurposes,

“liquidnetworth”isdefinedasthatportionofnet

worth(totalassetsexclusiveofhome,home

furnishings,andautomobilesminustotal

liabilities)thatiscomprisedofcash,cash

equivalents,andreadilymarketablesecurities.IfI

am(weare)anOregonresident,inadditionto

meetingthesuitabilitystandardssetforthinthe

“SuitabilityStandards”sectionoftheProspectus,I

(we)haveanetworthofatleasttentimesmy

(our)investmentinBlackCreekIndustrialREIT

IV’ssharesandthoseofitsaffiliates.IfIam(we

are)aPennsylvaniaresident,inadditionto

meetingthesuitabilitystandardssetforthinthe

“SuitabilityStandards”sectionoftheProspectus,I

(we)shallnotinvestmorethan10%ofmy(our)

networth(exclusiveofhome,furnishingsand

automobiles)inthesesecurities.IfIam(weare)a

VermontresidentandIam(weare)notan

accreditedinvestor,inadditiontomeetingthe

suitabilitystandardssetforthinthe“Suitability

Standards”sectionoftheProspectus,my(our)

investmentinthisofferingdoesnotexceed10%

ofmy(our)liquidnetworth.Forthese(n)Initials

Initialso)(o)InitialsInitialsp)(p)InitialsInitials

q)(q)InitialsInitialsr)(r)InitialsInitialss)

purposes,“liquidnetworth”isdefinedasan

investor’stotalassets(notincludinghome,home

furnishings,orautomobiles)minustotalliabilities.

(s)InitialsInitialst)IfanaffiliateofBlackCreek

IndustrialREITIVoritsadvisor,BCIIV

AdvisorsLLC,I(we)representthatthesharesare

beingpurchasedforinvestmentpurposesonlyand

notforimmediateresale.(t)InitialsInitialsPage4

of6

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InvestorNameSubscriptionAgreement

CLASSTSHARES,CLASSWSHARES

ANDCLASSISHARESEffectiveasof

September2020BlackCreekIndustrial

REITIV10.SubscriberSignatures—All

partiesmustsign.I(we)declarethatthe

informationsuppliedistrueandcorrect

andmayberelieduponbyBlackCreek

IndustrialREITIVI(we)acknowledge

andagreethatthetermsofthis

SubscriptionAgreementincludeonly

thosetermsontheSubscription

Agreementandthosespecificallyrequired

tocompletetheSubscriptionAgreement.

Anyadditionaltermsaddedtothe

SubscriptionAgreementbyhandor

otherwisearevoidandofnoeffect.The

termsoftheofferingsetforthinthe

Prospectuscannotbealteredbythis

SubscriptionAgreement.TAXPAYER

IDENTIFICATIONNUMBER

CERTIFICATION(required)Theinvestor

signingbelow,underpenaltiesofperjury,

certifiesthat1)thenumbershowninthe

InvestorSocialSecurity/TaxpayerID#

fieldinsection4ofthisformismycorrect

taxpayeridentificationnumber(orIam

waitingforanumbertobeissuedtome),

and2)Iamnotsubjecttobackup

withholdingbecause:(a)Iamexempt

frombackupwithholding,or(b)Ihave

notbeennotifiedbytheInternalRevenue

Service(IRS)thatIamsubjecttobackup

withholdingasaresultofafailureto

reportallinterestordividends,or(c)the

IRShasnotifiedmethatIamnolonger

subjecttobackupwithholding,and3)Iam

aU.S.person(includingaresidentalien).

NOTE:Youmustcrossoutitem2aboveif

youhavebeennotifiedbytheIRSthat

youarecurrentlysubjecttobackup

withholdingbecauseyouhavefailedto

reportallinterestanddividendsonyour

taxreturn.TheInternalRevenueService

doesnotrequireyourconsenttoany

provisionofthisdocumentotherthanthe

certificationsrequiredtoavoidbackup

withholding.SignatureofInvestoror

TrusteeSignatureofCo-Investoror

Trustee,ifapplicableDateSignatureof

CustodianPage5of6Iacknowledgethat

theRegisteredRepresentative(brokerof

record)indicatedinthesectionbelowwill

havefullaccesstomyaccount

information,including,butnotlimitedto,

thenumberofsharesIown,tax

information(includingtheForm1099),

redemptioninformation,andmysocial

securitynumberandotherpersonal

identifyinginformation.Investorsmay

changethebrokerofrecordatanytimeby

contactingtheBlackCreekIndustrial

REITIV’stransferagent,DSTSystems,

Inc.

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InvestorNameSubscriptionAgreementCLASSTSHARES,

CLASSWSHARESANDCLASSISHARESEffectiveasof

September2020BlackCreekIndustrialREITIV11.

Broker/Dealer—TobecompletedbytheRegistered

Representative(RR).TheBroker/Dealer(B/D)orauthorized

representativemustsignbelowtocompletetheorder.The

undersignedconfirmsbyitssignature,onbehalfofthe

Broker/Dealer,thatheorsheisdulylicensedandmaylawfully

sellsharesofcommonstockinthestatedesignatedasthe

investor’slegalresidence.Theundersignedconfirmsbyits

signature,onbehalfoftheBroker/Dealer,thatit(i)has

reasonablegroundstobelievethattheinformationand

representationsconcerningtheinvestoridentifiedhereinaretrue,

correctandcompleteinallrespects;(ii)hasverifiedthattheform

ofownershipselectedisaccurateand,ifotherthanindividual

ownership,hasverifiedthattheindividualexecutingonbehalfof

theinvestorisproperlyauthorizedandidentified;(iii)has

discussedsuchinvestor’sprospectivepurchaseofshareswith

suchinvestor;(iv)hasadvisedsuchinvestorofallpertinentfacts

withregardtotheliquidityandmarketabilityoftheshares;(v)

hasdeliveredormadeavailableacurrentProspectusandrelated

supplements,ifany,tosuchinvestor;and(vi)hasreasonable

groundstobelievethatthepurchaseofsharesisasuitable

investmentforsuchinvestor,thatsuchinvestormeetsthe

suitabilitystandardsapplicabletosuchinvestorsetforthinthe

Prospectusandrelatedsupplements,ifany,andthatsuchinvestor

isinafinancialpositiontoenablesuchinvestortorealizethe

benefitsofsuchaninvestmentandtosufferanylossthatmay

occurwithrespectthereto.Theundersignedfurtherrepresents

andcertifiesthat,iftheinvestorisa“retailcustomer”asdefined

inRegulationBestInterest,(i)theundersignedhasareasonable

basistobelievethat(a)aninvestmentinsharesofBlackCreek

IndustrialREITIVwouldbeinthebestinterestoftheinvestor

basedupontheinvestor’sinvestmentprofileandthepotential

risks,rewards,andcostsassociatedwithsuchaninvestmentand

(b)theundersignedhasnotplaceditsinterestsorthoseofthe

Broker/Dealeraheadoftheinterestoftheinvestorin

recommendingsuchinvestmentand(ii)theundersignedandthe

Broker/Dealerhavecompliedwithanyapplicableenhanced

standardofconduct,including,butnotlimitedto,theother

requirementsofRegulationBestInterestinrelationtothe

proposedinvestmentbytheinvestorinsharesofBlackCreek

IndustrialREITIV.TheBroker/Dealeragreestomaintainrecords

oftheinformationusedtodeterminethataninvestmentinshares

issuitableandappropriatefortheinvestorforaperiodofsix

years.Theundersignedfurtherrepresentsandcertifies,onbehalf

oftheBroker/Dealer,thatinconnectionwiththissubscriptionfor

shares,heorshehascompliedwithandhasfollowedall

applicablepoliciesandproceduresunderhisorherfirm’s

existingAnti-MoneyLaunderingProgramandCustomer

IdentificationProgram.Theundersignedconfirmsthatthe

investor(s)meetthesuitabilitystandardssetforthinthe

Prospectusandthatthesuitabilityprovisionsinsection9ofthis

formhavebeendiscussedwiththeinvestor(s),ifapplicable,for

theirstateofresidence.NameofRRBroker/DealerName

TelephoneNumberMailingAddressHomeOfficerMailing

AddressCityStateZIPCityStateZIPB/DRep#CRD#RR

TelephoneNumberRRE-mailAddressSignature–RRSignature

–Broker/Dealer(ifapplicable)PleasebeawarethatBlackCreek

IndustrialREITIV,BCIIVAdvisorsLLC(the“Advisor”),BCI

IVAdvisorsGroupLLCandBlackCreekCapitalMarkets,LLC

(the“DealerManager”)andtheirrespectiveofficers,directors,

employeesandaffiliatesarenotundertakingtoprovideimpartial

investmentadviceortogiveadviceinafiduciarycapacityin

connectionwithBlackCreekIndustrialREITIV’spublic

offeringorthepurchaseofBlackCreekIndustrialREITIV’s

commonstockandthattheAdvisorandtheDealerManagerhave

financialinterestsassociatedwiththepurchaseofBlackCreek

IndustrialREITIV’scommonstock,asdescribedinthe

Prospectus,includingfees,expensereimbursementsandother

paymentstheyanticipatereceivingfromBlackCreekIndustrial

REITIVinconnectionwiththepurchaseoftheshares.Nosale

ofsharesmaybecompleteduntilatleastfivebusinessdaysafter

youreceivethefinalProspectus.Tobeaccepted,asubscription

requestmustbemadewithacompletedandexecuted

subscriptionagreementingoodorderandpaymentofthefull

purchasepriceatleastfivebusinessdayspriortothefirst

calendardayofthemonth(unlesswaived).Youwillreceivea

confirmationofyourpurchase.AllitemsontheSubscription

Agreementmustbecompletedinorderforasubscriptiontobe

processed.SubscribersshouldreadtheProspectusinitsentirety.

IfaninvestorparticipatingintheDistributionReinvestmentPlan

ormakingadditionalinvestmentsinsharesexperiencesamaterial

adversechangeintheinvestor’sfinancialconditionorcanno

longermaketherepresentationsandwarrantiessetforthin

section9,BlackCreekIndustrialREITIVrequeststhatthe

investorpromptlynotifyBlackCreekIndustrialREITIVandthe

investor’sBroker/Dealerinwriting.BlackCreekIndustrialREIT

IVContactInformation:Phone:866.324.REIT(7348)Website:

blackcreekgroup.comE-mail:[email protected]

BCIIV-4715-0920Page6of6Pleasemailcompleted

SubscriptionAgreement(withallsignatures)andcheck(s)

payableto:BlackCreekIndustrialREITIVInc.DirectOvernight

Mail:P.O.Box:BlackCreekGroupBlackCreekGroupC/ODST

SystemsInc.P.O.Box219079430W7thStreet,Suite

219079KansasCity,MO64121-0979KansasCity,MO64105

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Filed pursuant to 424(b)(3) Registration No. 333-229136

BLACK CREEK INDUSTRIAL REIT IV INC. SUPPLEMENT NO. 5 DATED AUGUST 14, 2020 TO THE PROSPECTUS DATED APRIL 28, 2020

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Black Creek Industrial REIT IV Inc. (the “Company”), dated April 28, 2020 (the “Prospectus”), as supplemented by Supplement No. 1, dated May 15, 2020, Supplement No. 2, dated June 15, 2020, Supplement No. 3, dated July 15, 2020 and Supplement No. 4, dated July 21, 2020. Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

The purpose of this Supplement is to disclose:

the transaction price and offering price for each class of our common stock for subscriptions to be accepted as ofSeptember 1, 2020;

the calculation of our July 31, 2020 net asset value (“NAV”) per share, as determined in accordance with our valuationprocedures, for each of our share classes;

the status of our public and private offerings;

an update regarding changes to our management team;

an update regarding the impacts of the novel coronavirus (“COVID-19”);

updated information with respect to our real properties;

updated information regarding distributions;

updated information regarding redemptions;

updated selected financial data;

updated information regarding fees and expenses payable to the Advisor, the Dealer Manager and their affiliates;

updated historical NAV information for 2020;

updated experts information; and

our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.

SEPTEMBER 1, 2020 TRANSACTION PRICE

The transaction price for each share class of our common stock for subscriptions to be accepted as of September 1, 2020 (anddistribution reinvestment plan issuances following the close of business on August 31, 2020 and share redemptions as of August 31, 2020) is as follows:

Transaction Price Offering Price Share Class (per share) (per share)

Class T $ 10.0595 $ 10.5335 Class W $ 10.0595 $ 10.0595 Class I $ 10.0595 $ 10.0595

The transaction price for each of our share classes is equal to such class’s NAV per share as of July 31, 2020. A calculation of the NAV per share is set forth in the section of this Supplement titled “July 31, 2020 NAV Per Share.” The offering 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.

JULY 31, 2020 NAV PER SHARE

Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended fromtime to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. Our most recent NAV per share for each share class, which is updated as of the last calendar day of each month, is posted on our website at www.blackcreekindustrialiv.com and is also available on our toll-free, automated telephone line at (888) 310-9352. See the “Net Asset Value Calculation and Valuation Procedures” section of the Prospectus for a more detailed description of our valuation procedures, including important disclosure regarding real property valuations provided by Altus Group U.S. Inc. (the “Independent Valuation Advisor”). All parties engaged by us in the calculation of our NAV, including the Advisor, are subject to the oversight of our board of directors. Generally, all of our real properties are appraised once each calendar year by third party appraisal firms in accordance with our valuation procedures and such appraisals are reviewed by the Independent Valuation Advisor.

BCIRIV_PRO_SUP5_AUG20

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As used below, “Fund Interests” means our outstanding shares of common stock, along with the partnership units in our operating partnership (“OP Units”) held directly or indirectly by the Sponsor, and “Aggregate Fund NAV” means the NAV of all of the Fund Interests.

The following table sets forth the components of Aggregate Fund NAV as of July 31, 2020 and June 30, 2020:

As of (in thousands) July 31, 2020 June 30, 2020

Investments in industrial properties $ 1,248,800 $ 1,242,700 Investment in unconsolidated joint venture partnerships 302,151 — Cash and cash equivalents 154,863 434,513 Other assets 10,607 7,429 Line of credit, term loan and mortgage notes (464,250) (464,250)Other liabilities (24,254) (23,408)Accrued performance component of advisory fee (4,153) (3,261)Accrued fixed component of advisory fee (793) (793)

Aggregate Fund NAV $ 1,222,971 $ 1,192,930 Total Fund Interests outstanding 121,574 118,593

The following table sets forth the NAV per Fund Interest as of July 31, 2020 and June 30, 2020:

Class T Class W Class I (in thousands, except per Fund Interest data) Total Shares Shares Shares OP Units

As of July 31, 2020 Monthly NAV $ 1,222,971 $ 1,139,900 $ 56,735 $ 22,705 $ 3,631 Fund Interests outstanding 121,574 113,316 5,640 2,257 361 NAV Per Fund Interest $ 10.0595 $ 10.0595 $ 10.0595 $ 10.0595 $ 10.0595 As of June 30, 2020 Monthly NAV $ 1,192,930 $ 1,111,199 $ 55,990 $ 22,110 $ 3,631 Fund Interests outstanding 118,593 110,468 5,566 2,198 361 NAV Per Fund Interest $ 10.0591 $ 10.0591 $ 10.0591 $ 10.0591 $ 10.0591

Under GAAP, we record liabilities for ongoing distribution fees that (i) we currently owe under the terms of the dealer manager agreement and (ii) we estimate we may pay to the Dealer Manager in future periods for shares of our common stock. As of July 31, 2020, we estimated approximately $42.6 million of ongoing distribution fees were potentially payable to the Dealer Manager. We intend for our NAV to reflect our estimated value on the date that we determine our NAV. As such, we do not deduct the liability for estimated future distribution fees in our calculation of NAV that may become payable after the date as of which our NAV is calculated.

The valuations of our real property as of July 31, 2020 were provided by the Independent Valuation Advisor in accordance with our valuation procedures. Certain key assumptions that were used by the Independent Valuation Advisor in the discounted cash flow analysis are set forth in the following table:

Weighted- Average Basis

Exit capitalization rate 5.4 % Discount rate / internal rate of return 6.4 % Holding period of real properties (years) 10.0

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

Increase (Decrease) to Hypothetical the NAV of Real Input Change Properties

Exit capitalization rate (weighted-average) 0.25 % decrease 3.3 % 0.25 % increase (3.0) % Discount rate (weighted-average) 0.25 % decrease 2.0 % 0.25 % increase (2.0) %

STATUS OF OUR PUBLIC AND PRIVATE OFFERINGS

As of August 5, 2020, we had raised gross proceeds of $1.3 billion from the sale of 124.7 million shares of our common stock in our follow-on public offering, including $28.2 million from the sale of 2.8 million shares of our common stock through the distribution reinvestment plan. As of August 5, 2020, approximately $1.2 billion in shares of our common stock remained available for sale pursuant to

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our follow-on public offering in any combination of Class T shares, Class W shares and Class I shares, including approximately $480.1 million in shares of common stock available for sale through our distribution reinvestment plan, which may be reallocated for sale in our primary offering.

MANAGEMENT TRANSITION

On August 12, 2020, our board of directors appointed Scott A. Seager to serve as our Senior Vice President, Chief Financial Officer and Treasurer. Thomas G. McGonagle stepped down as Managing Director, Chief Financial Officer of the Company, effective as of August 12, 2020, as part of the Company’s and the advisor’s succession plans. Mr. McGonagle will continue to be a key member of the management team of the Company’s advisor and will serve on the Combined Industrial Advisors Committee, which has responsibilities with respect to the review and approval of certain of the Company’s acquisition, disposition, leasing, capital expenditure and borrowing activities. Mr. Seager has had a long tenure with the Company and, immediately prior to this appointment, served as our Senior Vice President, Debt Capital Markets and Treasurer.

Mr. Seager will hold office until his successor is duly elected or appointed and qualifies or until his death, resignation or removal in the manner set forth in our bylaws.

In connection with this management transition, the following supersedes and replaces the table in the section titled "Management—Directors and Executive Officers" on page 149 of the Prospectus:

Name Age Position Evan H. Zucker 55 Chairman and Director Dwight L. Merriman III 59 Director Jeffrey W. Taylor 48 Managing Director, Co-President Rajat Dhanda 52 Managing Director, Co-President Marshall M. Burton 51 Independent Director Stanley A. Moore 81 Independent Director John S. Hagestad 73 Independent Director Charles B. Duke 62 Independent Director Scott A. Seager 40 Senior Vice President, Chief Financial Officer and Treasurer Joshua J. Widoff 50 Managing Director, Chief Legal Officer, Secretary and General Counsel Scott W. Recknor 53 Managing Director—Head of Asset Management

In addition, the following biography of Mr. Seager replaces the biography of Mr. McGonagle in the section titled “Management—Directors and Executive Officers” beginning on page 153 of the Prospectus and the prior version of his biography in the section titled, “The Advisor and the Advisory Agreement—the Advisor” on page 159 of the Prospectus is hereby removed:

Scott A. Seager, age 40, has served as Senior Vice President, Chief Financial Officer and Treasurer of the Company since August

12, 2020. Mr. Seager has been with the Company since its inception and is familiar with its day-to-day operations, having previously served as the Company’s Senior Vice President, Debt Capital Markets and Treasurer from February 2019 to August 2020, as the Company’s Senior Vice President, Corporate Accounting and Controller from March 2018 to February 2019, as the Company’s Vice President, Corporate Accounting and Controller from December 2017 to March 2018, and as Vice President, Corporate Accounting from February 2016 to December 2017. Mr. Seager also served as Senior Vice President, Debt Capital Markets and Treasurer of Industrial Property Trust Inc. from February 2019 to July 2020, as Vice President, Corporate Accounting and Controller from March 2018 to February 2019, as Vice President, Corporate Accounting and Controller from December 2017 to March 2018 and as Vice President, Corporate Accounting from February 2016 to December 2017. Mr. Seager has also served as Senior Vice President, Debt Capital Markets for Black Creek Diversified Property Fund Inc. since February 2019. Mr. Seager also served as Vice President, Corporate Accounting for DC Industrial Liquidating Trust from February 2016 to December 2017. Mr. Seager is responsible for overseeing debt capital markets initiatives, financial reporting and forecasting, treasury management, the application of the fund’s net asset value policies and procedures, accounting, tax compliance, and other related areas of responsibilities. Mr. Seager has worked with Black Creek Group and related entities since July 2012 in a variety of other accounting and finance roles as well. Mr. Seager has over 18 years of corporate finance experience, including public company accounting, reporting, financial planning and analysis, and debt capital markets. Prior to joining the Company, Mr. Seager worked most recently for a large publicly traded retailer, Collective Brands Inc., in various finance roles. Prior thereto, Mr. Seager was a Division Director for publicly traded Robert Half International and a senior auditor in public accounting for Ernst and Young. Mr. Seager is a CPA in the state of Kansas and graduated magna cum laude from Baker University.

In addition, the following updated version of Mr. McGonagle’s biography is added to the summary of biographical information

for the key members of the Advisor’s management team in the section titled, “The Advisor and the Advisory Agreement—the Advisor” beginning on page 156 of the Prospectus:

Thomas G. McGonagle, age 60, is a member of the Combined Industrial Advisors Committee. He served as our Managing

Director from May 2017 to August 2020, our Chief Financial Officer from November 2014 to August 2020 and our Treasurer from November 2014 to June 2018. Mr. McGonagle served as Managing Director of IPT from April 2017 to July 2020, Chief Financial Officer

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of IPT from January 2013 to July 2020 and the Treasurer of IPT from January 2013 to March 2014. Mr. McGonagle also has served as Managing Director, Senior Portfolio Manager and Chief Financial Officer of BCIF since September 2017. He also served as the Chief Financial Officer of DC Industrial Liquidating Trust from November 2015 to December 2017. He also has served as Managing Director and Chief Financial Officer of BTC III since March 2019. Mr. McGonagle also served as the Chief Financial Officer of IIT from March 2014 until November 2015 when IIT was sold, and as the Chief Financial Officer and Treasurer of IIT from March 2010 to March 2014. Prior to joining IIT, Mr. McGonagle consulted for several different corporate clients, including as Chairman of the board of directors of Pinnacle Gas Resources, Inc., an independent energy company engaged in the acquisition, exploration and development of domestic onshore natural gas reserves (formerly listed on NASDAQ: PINN), from March 2009 until the sale of the company in January 2011. From March 2007 to December 2008, Mr. McGonagle was Senior Vice President—Corporate Development at MacDermid, Incorporated, a global, specialty chemical company (formerly listed on NYSE: MRD). Mr. McGonagle was responsible for the marketing and sale of two of MacDermid's nine global business units, and also was instrumental in the restructuring of a European manufacturing operation. Prior to joining MacDermid, from 2003 until 2006, Mr. McGonagle was Senior Vice President and Chief Financial Officer of Vistar Corporation at the time a $3 billion food distribution company with 36 distribution and warehouse facilities located throughout the U.S. At Vistar, Mr. McGonagle was responsible for the finance department, including all accounting, reporting, tax, audit, banking and capital markets, and merger and acquisition activities. From 2001 to 2003, Mr. McGonagle was Managing Director and Co-Head of the U.S. Merchant Banking Group at Babcock & Brown LP in New York, which focused on advising on, and acquiring and developing, large-scale infrastructure assets and projects. Prior to joining Babcock & Brown, Mr. McGonagle was a Managing Director of the Financial Sponsors Group of Donaldson, Lufkin & Jenrette / Credit Suisse, which he joined in 1987. In this role, Mr. McGonagle was responsible for initiating and structuring numerous principal investment transactions, debt and equity securities offerings, and mergers and acquisitions across many different industries. From December 2006 until the sale of the company in July 2012, Mr. McGonagle was a director and chairman of the audit committee of Consolidated Container Company LLC, a private $750 million plastic packaging manufacturer with over 50 manufacturing facilities located throughout the U.S. Mr. McGonagle received his B.A. in Economics from Dartmouth College and M.B.A. from the Tuck School of Business at Dartmouth College.

IMPACT OF COVID-19

The global pandemic and resulting shut down of large parts of the U.S. economy has created significant uncertainty and enhanced investment risk across many asset classes, including real estate. The extent of the impact on the commercial real estate sector continues to vary dramatically across real estate property types and markets, with certain property segments affected particularly harshly. While not immune to the effects of COVID-19, the industrial property sector continues to remain relatively resilient and we believe we are well-positioned to navigate this unprecedented period. From December 31, 2019 and through August 5, 2020, we raised over $788.8 million in equity capital. We believe that the increased pace at which we raised capital in early 2020 was primarily due to an influx of capital from shareholders of Industrial Property Trust (“IPT”) who determined to invest in shares of our common stock following the completion of IPT’s asset sale in January 2020. As a result, our balance sheet as of June 30, 2020 was strong with over $400.0 million of cash and less than 30% leverage, calculated as our total borrowings outstanding divided by the fair value of our real property plus cash and cash equivalents. We have continued to see steady capital inflows from new investors who invested $189.0 million of new capital into the Company during the second quarter. In addition, our portfolio was 97.1% leased and occupied as of June 30, 2020 and is diversified across 55 assets totaling 11.6 million square feet. Our buildings contain a diverse roster of 103 customers, large and small, spanning a multitude of industries and sectors across 18 markets, with a strategic weighting towards top tier markets where we have historically seen the lowest volatility combined with positive returns over time.

Our tenured and experienced asset management teams are working directly with our customers to manage through these turbulent times. Many of our customers’ businesses have been disrupted and some of our more impacted customers are experiencing lost revenue. Our teams are working with these customers to ensure they take advantage of any available insurance and government stimulus programs, which may help them pay rent whether in full or in part. Where appropriate, we have restructured leases and may restructure additional leases to provide temporary rent relief needed by certain customers while positioning ourselves to recapture abated rent over time. After adjusting for customers with such forbearance agreements in place, we received or agreed to defer 99% of our rent originally payable for the second quarter of 2020, compared to average annual collections of over 99% prior to the pandemic. We have executed or agreed to such forbearance agreements with approximately 5% of our customers (based on second quarter gross rent). Within our existing portfolio, and without adjusting for the effects of these forbearance agreements, we received 94% of our contractual rent for the second quarter of 2020, and 97% of our contractual rent for July. Rent relief requests did not have a material impact on our results of operations for the six months ended June 30, 2020. We can provide no assurances that we will be able to continue to collect rent at the same level that we did prior to the pandemic. Furthermore, we can provide no assurances that we will be able to recover unpaid rent.

While the uncertain length and depth of the damage from business disruptions remain a significant risk, we believe our NAV as of June 30, 2020 currently reflects this uncertainty, as the Independent Valuation Advisor has proactively increased credit loss reserves that may result from forbearance agreements or increased vacancies in the broader market since the start of the COVID-19 pandemic. While we have not yet seen a reduction in deployment, going forward, the market disruption may slow our pace of deployment as sellers may be less willing to transact. Slower deployment of capital into income producing real estate further reduces near term cash flow generated to cover our distributions to our stockholders and may cause us to reduce our NAV in future periods in the absence of asset appreciation or expense support from the Advisor. However, we believe our strong balance sheet and ability as an operator will allow us to be a patient buyer of assets in order to maximize long-term total return and value creation for our stockholders.

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REAL PROPERTIES

The following information supplements, and should be read in conjunction with, the disclosure contained in the section titled “Investments in Real Properties, Real Estate Securities and Debt Related Investments” beginning on page 129 of the Prospectus:

Real Estate Portfolio Overview

As of June 30, 2020, we owned and managed a real estate portfolio that included 55 industrial buildings totaling approximately 11.6 million square feet located in 18 markets throughout the U.S., with 103 customers, and was 97.1% leased and occupied with a weighted-average remaining lease term (based on square feet) of 4.8 years. The occupied rate reflects the square footage with a paying customer in place. The leased rate includes the occupied square footage and additional square footage with leases in place that have not yet commenced. Our portfolio has an estimated aggregate weighted-average purchase price capitalization rate of approximately 4.5% (4.8% excluding contractual free rent during a portion of the year following acquisition of certain of the properties).

The purchase price capitalization rate is based on the property’s projected cash net operating income from in-place leases for the 12 months after the date of purchase, including any contractual rent increases contained in such leases for those 12 months, divided by the purchase price for the property, exclusive of transfer taxes, due diligence expenses and other closing costs including acquisition costs.

Unless otherwise indicated, the term “property” as used herein refers to one or more buildings in the same market that were acquired by us in the same transaction.

Building Types. Our industrial buildings consist primarily of warehouse distribution facilities suitable for single or multiple customers. The following table summarizes our portfolio by building type as of June 30, 2020:

Building Type    Description   Percent of Rentable Square Feet

Bulk distribution   Building size of 150,000 to over 1 million square feet, single or multi-customer   79.8 % Light industrial   Building size of less than 150,000 square feet, single or multi-customer   20.2 %         100.0 %

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Portfolio Overview and Market Diversification. As of June 30, 2020, the average effective annual rent of our total real estate portfolio (calculated by dividing total annualized base rent, which includes the impact of any contractual tenant concessions (cash basis), by total occupied square footage) was approximately $5.37 per square foot. The following table summarizes certain operating metrics of our portfolio by market as of June 30, 2020:

($ and square feet in thousands)   Number of Buildings  Rentable

Square Feet  Occupied Rate (1)  

Leased Rate (1)  

Annualized Base Rent (2)  

% of Total Annualized Base Rent

Atlanta   1   138   - %     - %  $ - - % Austin   1   119   87.2 %     87.2 %   822   1.4 % Central Valley   1   382   100.0 %     100.0 %   2,291   3.8 % Cincinnati   1   152   100.0 %     100.0 %   680   1.1 % Chicago   2   386   100.0 %     100.0 %   1,894   3.1 % Dallas   8   2,411   100.0 %     100.0 %   10,435   17.2 % D.C. / Baltimore   1   126   100.0 %     100.0 %   548   0.9 % Denver   1   152   100.0 %     100.0 %   668   1.1 % Houston   1   140   - %     - %   -   - % Indianapolis   1   691   100.0 %     100.0 %   2,210   3.6 % Las Vegas   5   851   99.1 %     99.1 %   5,796   9.5 % New Jersey   5   898   99.4 %     99.4 %   5,373   8.9 % Orlando   2   441   100.0 %     100.0 %   2,464   4.1 % Pennsylvania   9   1,464   100.0 %     100.0 %   8,417   13.9 % Reno   6   1,422   100.0 %     100.0 %   6,895   11.4 % Salt Lake City   1   384   100.0 %     100.0 %   1,993   3.3 % South Florida   2   282   100.0 %     100.0 %   1,940   3.2 % Southern California   7   1,179   97.2 %     97.2 %   8,152   13.5 %

Total Portfolio   55   11,618   97.1 %     97.1 %  $ 60,578   100.0 %

(1) The occupied rate reflects the square footage with a paying customer in place. The leased rate includes the occupied square footage

and additional square footage with leases in place that have not yet commenced. (2) Annualized base rent is calculated as monthly base rent including the impact of any contractual tenant concessions (cash basis) per

the terms of the lease as of June 30, 2020, multiplied by 12.

Lease Terms. Our industrial properties are typically subject to leases on a “triple net basis,” in which customers pay their proportionate share of real estate taxes, insurance, common area maintenance, and certain other operating costs. In addition, most of our leases include fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from one to 10 years, and often include renewal options.

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Lease Expirations. As of June 30, 2020, the weighted-average remaining lease term (based on square feet) of our total occupied portfolio was approximately 4.8 years, excluding renewal options. The following table summarizes the lease expirations of our occupied portfolio for leases in place as of June 30, 2020, without giving effect to the exercise of renewal options or termination rights, if any:

($ and square feet in thousands)   Number of Leases  Occupied

Square Feet  

% of Total Occupied

Square Feet  Annualized

Base Rent (1)  

% of Total Annualized Base Rent

2020   7   155 1.4 %  $ 1,860 3.1 % 2021   17   1,035   9.2 %     5,727     9.5 % 2022   18   1,593   14.2 %     7,283     12.0 % 2023   20   1,631   14.5 %     9,530     15.7 % 2024   17   1,199   10.6 %     6,347     10.5 % 2025   12   2,257   20.0 %     11,274     18.6 % 2026   3   371   3.3 %     2,461     4.1 % 2027   6   982   8.7 %     4,982     8.2 % 2028   3   332   2.9 %     2,096     3.5 % Thereafter   11   1,722   15.2 %     9,018     14.8 %

Total occupied   114   11,277   100.0 %  $ 60,578     100.0 %

(1) Annualized base rent is calculated as monthly base rent including the impact of any contractual tenant concessions (cash basis) per the

terms of the lease as of June 30, 2020, multiplied by 12.

Customer Diversification. As of June 30, 2020, there were two customers that individually represented more than 5.0% of total occupied square feet and two customers that individually represented more than 5.0% of total annualized base rent. The following table reflects our 10 largest customers, based on annualized base rent, which occupied a combined 4.7 million square feet as of June 30, 2020:

Customer  % of Total

Occupied Square Feet  % of Total

Annualized Base Rent

Radial, Inc.   10.3 %   8.3 % Steelcase, Inc.   5.5 %   5.4 % The Kroger Co.   4.3 %   4.3 % Patagonia, Inc.   4.2 %   3.9 % Boyd Flotation, Inc.   2.8 %   3.4 % Amazon.com Services LLC   3.4 %   3.3 % Hooker Furniture Corporation   2.9 %   2.7 % Postal Center International, Inc.   2.0 %   2.5 % Dayton Parts, LLC   2.8 %   2.5 % Motivating Graphics, LLC   3.2 %   2.3 %

Total   41.4 %   38.6 %

The majority of our customers do not have a public corporate credit rating. We evaluate creditworthiness and financial strength of prospective customers based on financial, operating and business plan information that is provided to us by such prospective customers, as well as other market, industry, and economic information that is generally publicly available.

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Industry Diversification. The table below illustrates the diversification of our portfolio by industry classifications of our customers as of June 30, 2020:

($ and square feet in thousands)   Number of Leases  Occupied

Square Feet  

% of Total Occupied

Square Feet  Annualized

Base Rent (1)  

% of Total Annualized Base Rent

Home Furnishings   6   1,560 13.8 %  $ 8,723 14.4 % Transportation / Logistics   8   1,623   14.4 %     7,292     12.0 % Food & Beverage   9   935   8.3 %     5,492     9.1 % Auto   9   1,322   11.7 %     5,345     8.8 % eCommerce / Fulfillment   3   880   7.8 %     4,979     8.2 % Printing   4   765   6.8 %     3,767     6.2 % Storage / Warehousing   8   632   5.6 %     3,410     5.6 % Home Improvement   8   417   3.7 %     2,568     4.2 % Apparel / Clothing   3   468   4.2 %     2,344     3.9 % Computer / Electronics   9   289   2.6 %     2,040     3.4 % Other   47   2,386   21.1 %     14,618     24.2 %

Total   114   11,277   100.0 %     60,578     100.0 %

(1) Annualized base rent is calculated as monthly base rent including the impact of any contractual tenant concessions (cash basis) per the

terms of the lease as of June 30, 2020, multiplied by 12.

Debt Obligations. As of June 30, 2020, our indebtedness of $464.3 million is comprised of borrowings under our term loan and mortgage note debt, with a weighted-average interest rate of 2.39%. Our fixed interest rate debt consists of $350.0 million under our term loan, which is effectively fixed through the use of interest rate swap agreements, and $49.3 million of principal borrowings under our mortgage notes. Our variable interest rate debt consists of $65.0 million under our term loan. The total gross book value of properties encumbered by our mortgage note debt is $116.5 million. See “Note 5 to the Condensed Consolidated Financial Statements” in the section of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (included at the end of this Supplement) titled “Condensed Consolidated Financial Statements and Notes” for additional information.

In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”), which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payment could change. In addition, uncertainty about the extent and manner of future changes may result in interest rate and/or payments that are higher or lower than if LIBOR were to remain available in the current form.

As of June 30, 2020, our line of credit and term loan are our only indebtedness with maturities beyond 2021 that have exposure to LIBOR. The agreement governing the term loan provides procedures for determining a replacement or alternative base rate in the event that LIBOR is discontinued. However, there can be no assurances as to whether such replacement or alternative base rate will be more or less favorable than LIBOR. As of June 30, 2020, we have interest rate swaps in place to hedge LIBOR on $350.0 million of commitments under our term loan. We intend to monitor the developments with respect to the potential phasing out of LIBOR after 2021 and work with our lenders to seek to ensure any transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR.

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Completed Real Property Acquisitions

The following is inserted at the end of the table in the subsection of the Prospectus titled, “Investments in Real Properties, Real Estate Securities and Debt Related Investments—Completed Real Property Acquisitions” on page 132 of the Prospectus in order to describe additional individually insignificant real property acquisitions completed as of the date of this Supplement:

          Purchase Price     Acquisition Ownership Purchase Capitalization Rentable Leased ($ in thousands) Date Percentage Price (1) Rate Square Feet Rate

Eaglepoint Logistics Center—Brownsburg, IN 5/26/2020 100.0% $ 40,185 5.50% 691,000 100.0% 7A Distribution Center II—Robbinsville Township, NJ 5/27/2020 100.0% $ 22,587 5.00% 172,000 100.0% Legacy Logistics Center—Salt Lake City, UT 6/3/2020 100.0% $ 41,600 4.80% 384,000 100.0% Logistics Center at 33—Easton, PA 6/4/2020 100.0% $ 62,500 4.50% 476,000 100.0% Intermodal Logistics Center—Fort Worth, TX 6/29/2020 100.0% $ 28,296 4.20% 360,000 100.0% Peachtree Distribution Center—Atlanta, GA   7/15/2020   20.0%   (2)   (2)   708,000   99.1%

Dallas Distribution Portfolio—Dallas, TX   7/15/2020   20.0%   (2)   (2)   1,276,000   100.0%

7A Distribution Center—Hamilton Township, NJ   7/15/2020   20.0%   (2)   (2)   340,000   100.0%

Piscataway Distribution Center—Piscataway, NJ   7/15/2020   20.0%   (2)   (2)   565,000   100.0%

Sumner Distribution Center—Sumner, WA   7/15/2020   20.0%   (2)   (2)   232,000   100.0%

Silver Springs Distribution Center—Carlisle, PA   7/15/2020   20.0%   (2)   (2)   423,000   100.0%

Commerce Industrial Center—Commerce, CA   7/15/2020   20.0%   (2)   (2)   91,000   100.0%

Tuscany Industrial Center—Austin, TX   7/15/2020   20.0%   (2)   (2)   108,000   100.0%

Tuscany Industrial Center II—Austin, TX   7/15/2020   20.0%   (2)   (2)   334,000   100.0%

FAA Distribution Center—Irving, TX   7/15/2020   20.0%   (2)   (2)   141,000   100.0%

Perris Distribution Center—Perris, CA   7/15/2020   20.0%   (2)   (2)   864,000   100.0%

Waterman Distribution Center—San Bernardino, CA   7/15/2020   20.0%     (2)   (2)   554,000   100.0%

Tracy Distribution Center III—Tracy, CA   7/15/2020   20.0%     (2)   (2)   462,000   100.0%

Tacoma Logistics Center—Tacoma, WA   7/15/2020   20.0%     (2)   (2)   1,109,000   68.2%

Silver Springs Distribution Center II—Silver Springs, PA   7/15/2020   20.0%     (2)   (2)   681,000   84.5%

Arrow Route Distribution Center—Rancho Cucamonga, CA  7/15/2020   20.0%     (2)   (2)   612,000   100.0%

Richmond Logistics Center—Richmond, CA   7/15/2020   20.0%     (2)   (2)   182,000   100.0%

Otay Logistics Center—San Diego, CA   7/15/2020   20.0%     (2)   (2)   268,000   100.0%

Silicon Valley Industrial Center—San Jose, CA   7/15/2020   20.0%     (2)   (2)   156,000   100.0%

Brodhead Distribution Center—Lehigh Valley, PA   7/15/2020   20.0%     (2)   (2)   514,000   48.0%

LaPorte Distribution Center—La Porte, TX   7/15/2020   20.0%     (2)   (2)   194,000   100.0%

Hayward Logistics Center—Hayward, CA   7/15/2020   20.0%     (2)   (2)   507,000   100.0%

East Pompano Industrial Center—Pompano Beach, FL   7/15/2020   20.0%     (2)   (2)   443,000   1.5%

Cutten Road Distribution Center—Houston, TX   7/15/2020   20.0%     (2)   (2)   293,000   70.8%

Mid Counties Industrial Center—Santa Fe Springs, CA   7/15/2020   20.0%     (2)   (2)   96,000   100.0%

Valley Logistics Center—Fontana, CA   7/15/2020   20.0%     (2)   (2)   377,000   59.6%

San Antonio Logistics Portfolio—Schertz, TX   7/15/2020   8.0%     (2)   (2)   588,000   100.0%

Agua Mansa Commercial Center—Colton, CA   7/15/2020   8.0%     (2)   (2)   743,000   100.0%

Tualatin Distribution Center—Tualatin, OR   7/15/2020   8.0%     (2)   (2)   160,000   100.0%

Tracy Distribution Center IV—Tracy, CA   7/15/2020   8.0%     (2)   (2)   611,000   0.0%

Southmeadow Distribution Center—Atlanta, GA   7/15/2020   8.0%     (2)   (2)   400,000   100.0%

Aurora Distribution Center II—Aurora, IL   7/15/2020   8.0%     (2)   (2)   238,000   100.0%

Heritage Logistics Center Portfolio—Manchester, PA   7/15/2020   8.0%     (2)   (2)   461,000   0.0%

Mercure Logistics Center—Sterling, VA   7/15/2020   8.0%     (2)   (2)   106,000   100.0%

Southpark Logistics Center—Atlanta, GA   7/15/2020   8.0%     (2)   (2)   297,000   0.0%

Douglas Hill Logistics Center—Lithia Springs, GA   7/15/2020   8.0%     (2)   (2)   977,000   78.7%

Naperville Distribution Center—Naperville, IL   7/15/2020   8.0%     (2)   (2)   131,000   0.0%

O'Hare Distribution Center III—Mount Prospect, IL   7/15/2020   8.0%     (2)   (2)   132,000   0.0%

Lakewood Logistics Center I—Lakewood, WA   7/15/2020   8.0%     (2)   (2)   205,000   0.0%

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(1) Reflects contractual purchase price amount exclusive of transfer taxes, due diligence expenses, and other closing costs. (2) These are properties that we acquired in conjunction with our purchase of minority interests in the Build-To-Core Industrial

Partnership I LP and Build-To-Core Industrial Partnership II LP portfolios on July 15, 2020 for $301.0 million. In addition to the 64 completed buildings presented in the table, the portfolios also include 18 buildings that are still either in the construction or pre-construction phase.

Probable Real Property Acquisitions

The following table summarizes our probable real property acquisitions as of the date of this filing:

($ in thousands)

Estimated Closing

Quarter (1) Ownership Percentage

Expected Purchase Price (2)

Rentable Square Feet

Leased Rate

South 15 Airport Center Q3-20 100.0% $ 32,520 267,000 —%

Carlstadt Industrial Center Q3-20 100.0% $ 36,662 209,000 100.0%

(1) The consummation of each of these acquisitions is subject to our completion of due diligence and various closing conditions to be

met by the parties to each acquisition. There can be no assurance these acquisitions will be completed. (2) Reflects the contract purchase price exclusive of transfer taxes, due diligence expenses, and other closing costs.

DISTRIBUTIONS

1) We have declared monthly distributions for each class of our common stock. To date, each class of our common stock has received the same gross distribution per share. Monthly gross distributions were $0.0454 per share for each share class for the month of July 2020. The net distribution per share is calculated as the gross distribution per share less any distribution fees that are payable monthly with respect to Class T shares and Class W shares. Since distribution fees are not paid with respect to Class I shares, the net distributions payable with respect to Class I shares are equal to the gross distributions payable with respect to Class I shares. The table below details the net distributions for each class of our common stock for the period presented:

Net Distributions per Share Class T Class W Class I Month Pay Date Share Share Share

July 2020 8/3/2020 $ 0.037 $ 0.041 $ 0.045

2) The following information should be read in conjunction with the sections titled “Prospectus Summary—Distribution Policy,” “Risk Factors—Risks Related to Investing in this Offering—We may have difficulty completely funding our distributions with funds provided by cash flows from operating activities...” and “Description of Capital Stock—Distributions” beginning on pages 29, 62, and 219, respectively, of the Prospectus:

We intend to continue to accrue and make distributions on a regular basis. For the six months ended June 30, 2020, approximately 2.1% of our total gross distributions were paid from cash flows from operating activities, as determined on a GAAP basis, and 97.9% of our total gross distributions were funded from sources other than cash flows from operating activities, as determined on a GAAP basis; specifically 48.1% of our total gross distributions were paid from cash provided by expense support from the Advisor, and 49.8% of our total gross distributions were funded with proceeds from shares issued pursuant to our distribution reinvestment plan. Some or all of our future cash distributions may be paid from sources other than cash flows from operating activities, such as cash flows from financing activities, which include borrowings (including borrowings secured by our assets), proceeds from the issuance of shares pursuant to our distribution reinvestment plan, proceeds from sales of assets, cash resulting from a waiver or deferral of fees otherwise payable to the Advisor or its affiliates (including cash received pursuant to the Expense Support Agreement as described in “Prospectus Summary—Compensation to the Advisor and its Affiliates—Expense Support Agreement” and “Management Compensation—Expense Support Agreement”), interest income from our cash balances, and the net proceeds from primary shares sold in this offering. We have not established a cap on the amount of our cash distributions that may be paid from any of these sources. The amount of any cash distributions will be determined by our board of directors, and will depend on, among other things, current and projected cash requirements, tax considerations and other factors deemed relevant by our board.

For the third quarter of 2020, our board of directors authorized monthly cash distributions to all common stockholders of record as of the close of business on the last business day of each month for the third quarter of 2020, or July 31, 2020, August 31, 2020 and September 30, 2020 (each a “Distribution Record Date”). The distributions were authorized at a quarterly rate of (i) $0.13625 per Class I share of common stock and (ii) $0.13625 per Class T share and per Class W share of common stock, less the respective annual distribution fees that are payable monthly with respect to such Class T shares and Class W shares. This quarterly rate is equal to a monthly rate of (i) $0.04542 per Class I share of common stock and (ii) $0.04542 per Class T share and per Class W share of common stock, less the respective annual distribution fees that are payable with respect to such Class T shares and Class W shares. Cash distributions for each month of the third quarter of 2020 have been or will be paid in cash or reinvested in shares of our common stock for those electing to participate in our distribution reinvestment plan following the close of business on the respective Distribution Record Date applicable to such monthly distributions.

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There can be no assurances that the current distribution rate or amount per share will be maintained. In the near-term, we expect that we may need to continue to rely on expense support from the Advisor and sources other than cash flows from operations, as determined on a GAAP basis, to pay cash distributions, which if insufficient could negatively impact our ability to pay cash distributions. See “Prospectus Summary—Compensation to the Advisor and its Affiliates—Expense Support Agreement” and “Management Compensation—Expense Support Agreement” for further detail regarding the waiver and expense support agreement among us, the Operating Partnership and the Advisor.

The following table outlines sources used, as determined on a GAAP basis, to pay total gross cash distributions (which are paid in cash or reinvested in shares of our common stock through our distribution reinvestment plan (“DRIP”)) for the quarters ended as of the dates indicated below:

Source of Distributions Total Cash Provided by Provided by Proceeds from Flows from

Expense Operating Financing Proceeds from Gross Operating ($ in thousands) Support (1) Activities Activities DRIP (2) Distributions (3) Activities

2020 June 30, $ 7,904 50.3 % $ — — % $ — — % $ 7,812 49.7 % $ 15,716 $ 16,854 March 31, 4,534 44.6 547 5.4 — — 5,077 50.0 10,158 1,816 Total $ 12,438 48.1 % $ 547 2.1 % $ — — % $ 12,889 49.8 % $ 25,874 $ 18,670 2019 December 31, $ 947 14.8 % $ — — % $ 2,216 34.6 % $ 3,242 50.6 % $ 6,405 $ (2,147)September 30, 1,776 31.2 1,057 18.5 — — 2,866 50.3 5,699 4,019 June 30, 2,120 45.2 256 5.5 — — 2,319 49.4 4,695 957 March 31, 1,295 36.6 503 14.2 — — 1,744 49.2 3,542 3,624 Total $ 6,138 30.2 % $ 1,816 8.9 % $ 2,216 10.9 % $ 10,171 50.0 % $ 20,341 $ 6,453

(1) For the six months ended June 30, 2020, the Advisor provided expense support of $13.5 million. See “Note 7 to the Condensed

Consolidated Financial Statements” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (included at the end of this Supplement) for further detail on the expense support provided during the quarter. For the year ended December 31, 2019, the Advisor provided expense support of $6.1 million. See “Prospectus Summary—Compensation to the Advisor and its Affiliates—Expense Support Agreement” for a description of the expense support agreement.

(2) Stockholders may elect to have cash distributions reinvested in shares of our common stock through our distribution reinvestment plan.

(3) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares issued in the primary portion of our public offerings.

For the six months ended June 30, 2020, our cash flows provided by operating activities on a GAAP basis were $18.7 million, as compared to our aggregate total gross distributions declared (which are paid in cash or reinvested in shares issued pursuant to our distribution reinvestment plan) of $25.9 million. For the six months ended June 30, 2019, our cash flows provided by operating activities on a GAAP basis were $4.6 million, as compared to our aggregate total gross distributions declared (which are paid in cash or reinvested in shares issued pursuant to our distribution reinvestment plan) of $8.2 million.

We believe that our FFO of $18.3 million, or $1.09 per share, as compared to the total gross distributions declared (which are paid in cash or reinvested in shares offered through our distribution reinvestment plan) of $51.4 million, or $2.02 per share, for the period from Inception (August 12, 2014) to June 30, 2020, are not indicative of future performance as we are in the acquisition phase of our life cycle and still receiving expense support from the Advisor. See the section of this Supplement titled “Selected Financial Data” for additional information concerning FFO and a reconciliation of FFO to our net income (loss) as determined on a GAAP basis.

REDEMPTIONS

For the six months ended June 30, 2020, we received eligible redemption requests for approximately 0.1 million shares of our common stock, all of which we redeemed using cash flows from financing activities, for an aggregate amount of approximately $1.4 million, or an average price of $9.86 per share. For the six months ended June 30, 2019, we received eligible redemption requests for 0.1 million shares of our common stock, all of which we redeemed using cash flows from financing activities, for an aggregate amount of approximately $1.0 million, or an average price of $9.99 per share.

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SELECTED FINANCIAL DATA

The following information supplements, and should be read in conjunction with, the disclosure contained in the section titled “Selected Financial Data” beginning on page 207 of the Prospectus:

The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which is included in this Supplement.

For the Six Months Ended June 30, (in thousands, except per share data) 2020 (1) 2019 (1)

Operating data: Total revenues $ 35,122 $ 12,964 Total operating expenses $ (41,032) $ (16,501)Total other expenses $ (5,697) $ (2,355)Total expenses before expense support from Advisor $ (46,729) $ (18,856)Total expense support from (reimbursement to) the Advisor, net $ 10,322 $ (1,160)Net expenses after expense support from Advisor $ (36,407) $ (20,016)Net loss $ (1,285) $ (7,052)Net loss attributable to common stockholders $ (1,281) $ (7,034)Net loss per common share - basic and diluted $ (0.01) $ (0.23)Weighted-average shares outstanding 95,026 30,248 Distributions: Gross cash distributions declared (2) $ 25,874 $ 8,237 Cash distributions declared per common share (2)(3) $ 0.27 $ 0.27 Company-defined FFO (4): Reconciliation of net loss to Company-defined FFO: Net loss attributable to common stockholders $ (1,281) $ (7,034)Total NAREIT adjustments (5) $ 20,386 $ 6,997 Total Company-defined adjustments (6) $ 1,607 $ 1,570 Company-defined FFO $ 20,712 $ 1,533

Cash flow data: Net cash provided by operating activities $ 18,670 $ 4,581 Net cash used in investing activities $ (300,567) $ (253,799)Net cash provided by financing activities $ 665,232 $ 271,622

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As of ($ and square feet in thousands) June 30, 2020 December 31, 2019

Balance sheet data: Cash and cash equivalents $ 434,513 $ 51,178 Total assets $ 1,610,391 $ 938,773 Total liabilities $ 576,817 $ 531,570 Total stockholders' equity $ 1,029,942 $ 406,478 Gross offering proceeds raised during period $ 724,496 $ 304,983 Shares outstanding 118,432 49,275 Portfolio data: Number of buildings 55 45 Rentable square feet 11,618 8,486 Number of customers 103 103

(1) The SEC declared our initial public offering effective on February 18, 2016. We broke escrow on November 30, 2016 and then

adjusted our share class structure in July 2017. We commenced real estate operations on February 26, 2018 when we acquired our first property. On September 5, 2019, the SEC declared our follow-on offering effective and our initial public offering was terminated upon the effectiveness of the follow-on offering. We are early in the acquisition phase of our life cycle, and the results of our operations are primarily impacted by the timing of our acquisitions and the equity raised through this offering. Accordingly, our year-over-year financial data is not directly comparable.

(2) Gross cash distributions are total distributions before the deduction of distribution fees relating to Class T shares and Class W shares. (3) Amounts reflect the quarterly distribution rate authorized by our board of directors per Class I share of common stock. Our board of

directors authorized distributions at this same rate per Class T and Class W share of common stock less respective distribution fees that are payable monthly with respect to such Class T and Class W shares (as calculated on a daily basis).

(4) Refer to the section of this Supplement titled “Additional Performance Measures” for a definition of Company-defined FFO, as well as a detailed reconciliation of our net loss to Company-defined FFO.

(5) Included in our NAREIT adjustments is real estate-related depreciation and amortization. (6) Included in our Company-defined adjustments are acquisition expense reimbursements, which reflect amounts reimbursable to the

Advisor for all expenses incurred by the Advisor and its affiliates on our behalf in connection with the selection, acquisition, development or origination of an asset.

Additional Performance Measures

We believe that FFO, Company-defined FFO, and MFFO, in addition to net income (loss) and cash flows from operating activities as defined by GAAP, are useful supplemental performance measures that our management uses to evaluate our consolidated operating performance. However, these supplemental, non-GAAP measures should not be considered as an alternative to net income (loss) or to cash flows from operating activities as an indication of our performance and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders. No single measure can provide users of financial information with sufficient information and only our disclosures read as a whole can be relied upon to adequately portray our financial position, liquidity, and results of operations. Fees deferred or waived by the Advisor and payments received from the Advisor and/or reimbursed to the Advisor pursuant to the expense support agreement are included in determining our net income (loss), which is used to determine FFO, Company-defined FFO, and MFFO. If we had not received support from the Advisor and/or reimbursed the Advisor pursuant to the expense support agreement, our FFO, Company-defined FFO, and MFFO would have been lower or higher. In addition, other REITs may define FFO and similar measures differently and choose to treat acquisition-related costs and potentially other accounting line items in a manner different from us due to specific differences in investment and operating strategy or for other reasons.

FFO. As defined by the National Association of Real Estate Investment Trusts (“NAREIT”), FFO is a non-GAAP measure that excludes certain items such as real estate-related depreciation and amortization. We believe FFO is a meaningful supplemental measure of our operating performance that is useful to investors because depreciation and amortization in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. We use FFO as an indication of our consolidated operating performance and as a guide to making decisions about future investments.

Company-defined FFO. Similar to FFO, Company-defined FFO is a non-GAAP measure that excludes real estate-related depreciation and amortization and also excludes acquisition-related costs, which are characterized as expenses in determining net income (loss) under GAAP. The purchase of operating properties has been a key strategic objective of our business plan focused on generating growth in operating income and cash flow in order to make distributions to investors. However, the corresponding acquisition-related costs are driven by transactional activity rather than factors specific to the on-going operating performance of our properties or investments. Company-defined FFO may not be a complete indicator of our operating performance, and may not be a useful measure of the long-term operating performance of our properties if we do not continue to operate our business plan as disclosed.

MFFO. As defined by the Institute for Portfolio Alternatives (“IPA”), MFFO is a non-GAAP supplemental financial performance measure used to evaluate our operating performance. Similar to FFO, MFFO excludes items such as real estate-related depreciation and

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amortization. Similar to Company-defined FFO, MFFO excludes acquisition-related costs. MFFO also excludes straight-line rent and amortization of above- and below-market leases. In addition, there are certain other MFFO adjustments as defined by the IPA that are not applicable to us and are not included in our presentation of MFFO.

We are in the acquisition phase of our life cycle. Management does not include historical acquisition-related costs in its evaluation of future operating performance, as such costs are not expected to be incurred once our acquisition phase is complete. We use FFO, Company-defined FFO and MFFO to, among other things: (i) evaluate and compare the potential performance of the portfolio after the acquisition phase is complete, and (ii) evaluate potential performance to determine liquidity event strategies. Although some REITs may present similar measures differently from us, we believe FFO, Company-defined FFO and MFFO generally facilitate a comparison to other REITs that have similar operating characteristics to us. We believe investors are best served if the information that is made available to them allows them to align their analyses and evaluation with the same performance metrics used by management in planning and executing our business strategy. We believe that these performance metrics will assist investors in evaluating the potential performance of the portfolio after the completion of the acquisition phase. However, these supplemental, non-GAAP measures are not necessarily indicative of future performance and should not be considered as an alternative to net loss or to cash flows from operating activities and is not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. Neither the SEC, NAREIT, nor any regulatory body has passed judgment on the acceptability of the adjustments used to calculate FFO, Company-defined FFO and MFFO. In the future, the SEC, NAREIT, or a regulatory body may decide to standardize the allowable adjustments across the non-traded REIT industry at which point we may adjust our calculation and characterization of FFO, Company-defined FFO and MFFO.

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The following unaudited table presents a reconciliation of GAAP net income (loss) to NAREIT FFO, Company-defined FFO and MFFO:

For the Period From Inception For the Three Months Ended June 30, For the Six Months Ended June 30, (August 12, 2014) to (in thousands, except per share data) 2020 2019 2020 2019 June 30, 2020

GAAP net loss attributable to common stockholders $ (1,338) $ (1,912) $ (1,281) $ (7,034) $ (27,844)GAAP net loss per common share (0.01) $ (0.06) (0.01) $ (0.23) $ (1.66)Reconciliation of GAAP net income (loss) to NAREIT FFO: GAAP net loss attributable to common stockholders $ (1,338) $ (1,912) $ (1,281) $ (7,034) $ (27,844)Add (deduct) NAREIT adjustments:

Real estate-related depreciation and amortization 10,728 3,887 20,448 7,015 46,225 Redeemable noncontrolling interest's share of real estate-related depreciation and amortization (33) (9) (62) (18) (104)

NAREIT FFO attributable to common stockholders $ 9,357 $ 1,966 $ 19,105 $ (37) $ 18,277 NAREIT FFO per common share $ 0.08 $ 0.06 $ 0.20 $ (0.00) $ 1.09 Reconciliation of NAREIT FFO to Company-defined FFO: NAREIT FFO attributable to common stockholders $ 9,357 $ 1,966 $ 19,105 $ (37) $ 18,277 Add (deduct) Company-defined adjustments:

Acquisition costs and reimbursements 753 696 1,612 1,574 9,580 Redeemable noncontrolling interest's share of acquisition expense reimbursements, related party (2) (2) (5) (4) (11)

Company-defined FFO attributable to common stockholders $ 10,108 $ 2,660 $ 20,712 $ 1,533 $ 27,846 Company-defined FFO per common share $ 0.09 $ 0.08 $ 0.22 $ 0.05 $ 1.66 Reconciliation of Company-defined FFO to MFFO: Company-defined FFO attributable to common stockholders $ 10,108 $ 2,660 $ 20,712 $ 1,533 $ 27,846 Add (deduct) MFFO adjustments:

Straight-line rent and amortization of above/below-market leases (2,505) (907) (3,923) (1,752) (10,017)Redeemable noncontrolling interest's share of straight-line rent and amortization of above/below-market leases 8 2 12 4 20

MFFO attributable to common stockholders $ 7,611 $ 1,755 $ 16,801 $ (215) $ 17,849 MFFO per common share $ 0.07 $ 0.05 $ 0.18 $ (0.01) $ 1.06 Weighted-average shares outstanding 115,419 34,452 95,026 30,248 16,793

FEES AND EXPENSES PAYABLE TO THE ADVISOR, THE DEALER MANAGER AND THEIR AFFILIATES

1) The following data supplements, and should be read in conjunction with the tables in the section of the Prospectus titled “Prospectus Summary—Compensation to the Advisor and its Affiliates” and “Management Compensation” on pages 22 and 177 to 178, respectively, of the Prospectus:

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The table below provides information regarding fees paid to the Dealer Manager, the Advisor, and their affiliates in connection with our operations and this offering. This table includes amounts incurred for the six months ended June 30, 2020 and 2019, as well as amounts payable as of June 30, 2020 and December 31, 2019.

                         For the Six Months Ended June 30, Payable as of (in thousands) 2020 2019 June 30, 2020 December 31, 2019

Selling commissions—the Dealer Manager $ 17,465 $ 3,606 $ - $ - Dealer manager fees—the Dealer Manager 12,892 3,330 - - Offering costs—the Advisor or its affiliates, including the Dealer Manager (1) 4,090 2,898 20,008 21,269 Distribution fees—the Dealer Manager (2) 29,381 7,278 42,314 16,856 Advisory fee—the Advisor 7,156 2,735 4,054 3,506 Acquisition expense reimbursements—the Advisor (3) 1,449 1,574 478 182 Other expense reimbursements—the Advisor (4) 1,493 963 226 473 Total $ 73,926 $ 22,384 $ 67,080 $ 42,286

(1) We are reimbursing the Advisor for all organization and offering costs incurred on our behalf as of December 31, 2019 ratably over

60 months. Beginning January 1, 2020, we either pay directly or reimburse the Advisor for offering costs as and when incurred. (2) The distribution fees accrue daily and are payable monthly in arrears. The monthly amount of distribution fees payable is included in

distributions payable on the condensed consolidated balance sheets. Additionally, we accrue for future estimated trailing amounts payable based on the shares outstanding as of the balance sheet date, which are included in distribution fees payable to affiliates on the condensed consolidated balance sheets. The Dealer Manager will reallow the distribution fees to participating broker dealers and broker dealers servicing accounts of investors who own Class T shares and/or Class W shares.

(3) Reflects amounts reimbursable to the Advisor for all expenses incurred by the Advisor and its affiliates on our behalf in connection with the selection, acquisition, development or origination of an asset. Beginning January 1, 2020, we either pay directly or reimburse the Advisor for such expenses.

(4) Other expense reimbursements include certain expenses incurred in connection with the services provided to us under the Advisory Agreement by and among us, the Operating Partnership, and the Advisor. These reimbursements include a portion of compensation expenses of individual employees of the Advisor, including certain of our named executive officers, related to services for which the Advisor does not otherwise receive a separate fee. A portion of the compensation received by certain employees of the Advisor and its affiliates may be in the form of a restricted stock grant awarded by us. We show these as reimbursements to the Advisor to the same extent that we recognize the related share-based compensation on our condensed consolidated statements of operations. We reimbursed the Advisor approximately $1.4 million and $0.8 million for the six months ended June 30, 2020 and 2019, respectively, for such compensation expenses. The remaining amount of other expense reimbursements relate to other general overhead and administrative expenses including, but not limited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment.

2) The following supplements, and should be read in conjunction with, the tables at the end of each of the sections titled “Prospectus Summary—Compensation to the Advisor and its Affiliates—Expense Support Agreement” and “Management Compensation—Expense Support Agreement” on pages 25 and 180, respectively, of the Prospectus:

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The table below provides information regarding the fees deferred and expense support provided by the Advisor, pursuant to the Expense Support Agreement. As of June 30, 2020, the aggregate amount paid by the Advisor pursuant to the Expense Support Agreement was $27.1 million. Of this amount, total reimbursements to the Advisor was $16.8 million and $10.3 million remains available to be reimbursed, subject to certain conditions.

For the Three Months Ended June 30, For the Six Months Ended June 30, (in thousands) 2020 2019 2020 2019

Fees deferred $ 2,111 $ 911 $ 3,896 $ 1,581 Other expenses supported 6,860 1,209 9,609 1,834 Total expense support from Advisor 8,971 2,120 13,505 3,415 Reimbursement of previously deferred fees and other expenses supported (3,183) (1,075) (3,183) (4,575)Total expense support from (reimbursement to) Advisor, net (1) $ 5,788 $ 1,045 $ 10,322 $ (1,160)

(1) As of June 30, 2020 and December 31, 2019, approximately $3.2 million and $5.4 million, respectively, was payable to the Advisor

by us, and is included in due to affiliates on the condensed consolidated balance sheets.

CERTAIN HISTORICAL NAV INFORMATION

The following table shows our NAV per share at the end of each quarter during 2019 and 2020:

Date Class T Class W Class I OP Units

June 30, 2020 $ 10.0591 $ 10.0591 $ 10.0591 $ 10.0591 March 31, 2020 10.0645 10.0645 10.0645 10.0645 December 31, 2019 10.0763 10.0763 10.0763 10.0763 September 30, 2019 10.0587 10.0587 10.0587 10.0587 June 30, 2019 10.0583 10.0583 10.0583 10.0583 March 31, 2019 10.0618 10.0618 10.0618 10.0618

EXPERTS

The statements included in this Supplement under the section titled “July 31, 2020 NAV Per Share” relating to the role of Altus Group U.S., Inc. have been reviewed by Altus Group U.S., Inc., an independent valuation advisor, and are included in this Supplement given the authority of such advisor as experts in real estate valuations.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2020

On August 11, 2020, we filed our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 with the SEC. The report (without exhibits) is attached to this Supplement.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020 or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-56032

Black Creek Industrial REIT IV Inc. (Exact name of registrant as specified in its charter)

Maryland 47-1592886 (State or other jurisdiction of

incorporation or organization) (I.R.S. Employer

Identification No.)

518 Seventeenth Street, 17th Floor Denver, CO 80202

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (303) 228-2200

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Smaller reporting company ☒ Non-accelerated filer ☒ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 5, 2020, there were 115,912,885 shares of the registrant’s Class T common stock, 6,048,515 shares of the registrant’s Class W common stock and 2,512,585 shares of the registrant’s Class I common stock outstanding.

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BLACK CREEK INDUSTRIAL REIT IV INC. TABLE OF CONTENTS

Page

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements:

Condensed Consolidated Balance Sheets as of June 30, 2020 (unaudited) and December 31, 2019 3 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2020

and 2019 (unaudited) 4 Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months

Ended June 30, 2020 and 2019 (unaudited) 5 Condensed Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2020 and

2019 (unaudited) 6 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019

(unaudited) 7 Notes to Condensed Consolidated Financial Statements (unaudited) 8Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25Item 3. Quantitative and Qualitative Disclosures About Market Risk 42Item 4. Controls and Procedures 42PART II. OTHER INFORMATION

Item 1A. Risk Factors 43Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 44Item 6. Exhibits 46

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BLACK CREEK INDUSTRIAL REIT IV INC. CONDENSED CONSOLIDATED BALANCE SHEETS

As of June 30, December 31,

(in thousands, except per share data) 2020 2019 (unaudited)

ASSETS Net investment in real estate properties $ 1,162,065 $ 878,721 Cash and cash equivalents 434,513 51,178 Straight-line and tenant receivables 7,518 4,590 Due from affiliates 207 153 Acquisition deposits 4,000 500 Other assets 2,088 3,631

Total assets $ 1,610,391 $ 938,773 LIABILITIES AND EQUITY Liabilities Accounts payable and accrued liabilities $ 11,026 $ 5,258 Debt, net 461,153 460,211 Due to affiliates 26,824 30,538 Distributions payable 5,393 2,241 Distribution fees payable to affiliates 41,398 16,467 Other liabilities 31,023 16,855

Total liabilities 576,817 531,570 Commitments and contingencies (Note 11) Redeemable noncontrolling interest 3,631 724 Equity Stockholders’ equity:

Preferred stock, $0.01 par value - 200,000 shares authorized, none issued and outstanding — — Class T common stock, $0.01 par value per share - 1,200,000 shares authorized, 110,468 and 45,240 shares issued and outstanding, respectively 1,105 452 Class W common stock, $0.01 par value per share - 75,000 shares authorized, 5,566 and 2,736 shares issued and outstanding, respectively 56 27 Class I common stock, $0.01 par value per share - 225,000 shares authorized, 2,398 and 1,299 shares issued and outstanding, respectively 24 13 Additional paid-in capital 1,110,874 451,526 Accumulated deficit (70,433) (47,730)Accumulated other comprehensive (loss) income (11,684) 2,190

Total stockholders’ equity 1,029,942 406,478 Noncontrolling interests 1 1

Total equity 1,029,943 406,479 Total liabilities and equity $ 1,610,391 $ 938,773

See accompanying Notes to Condensed Consolidated Financial Statements.

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BLACK CREEK INDUSTRIAL REIT IV INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

For the Three Months Ended

June 30, For the Six Months Ended

June 30, (in thousands, except per share data) 2020 2019 2020 2019

Revenues: Rental revenues $ 18,345 $ 7,001 $ 35,122 $ 12,964

Total revenues 18,345 7,001 35,122 12,964 Operating expenses: Rental expenses 4,283 1,549 8,371 2,971 Real estate-related depreciation and amortization 10,728 3,887 20,448 7,015 General and administrative expenses 1,130 638 1,952 1,243 Advisory fees, related party 5,096 1,547 7,156 2,735 Acquisition costs and reimbursements 753 696 1,612 1,574 Other expense reimbursements, related party 664 491 1,493 963

Total operating expenses 22,654 8,808 41,032 16,501 Other expenses: Interest expense and other 2,821 1,154 5,697 2,355

Total expenses before expense support 25,475 9,962 46,729 18,856 Total expense support from (reimbursement to) the Advisor, net 5,788 1,045 10,322 (1,160) Net expenses after expense support (19,687) (8,917) (36,407) (20,016) Net loss (1,342) (1,916) (1,285) (7,052) Net loss attributable to redeemable noncontrolling interest 4 4 4 18 Net loss attributable to noncontrolling interests — — — — Net loss attributable to common stockholders $ (1,338) $ (1,912) $ (1,281) $ (7,034) Weighted-average shares outstanding 115,419 34,452 95,026 30,248 Net loss per common share - basic and diluted $ (0.01) $ (0.06) $ (0.01) $ (0.23)

See accompanying Notes to Condensed Consolidated Financial Statements.

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BLACK CREEK INDUSTRIAL REIT IV INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

For the Three Months Ended For the Six Months Ended June 30, June 30,

(in thousands) 2020 2019 2020 2019

Net loss $ (1,342) $ (1,916) $ (1,285) $ (7,052) Change from cash flow hedging derivatives (1,613) — (13,938) — Comprehensive loss $ (2,955) $ (1,916) $ (15,223) $ (7,052) Comprehensive loss attributable to redeemable noncontrolling interests 8 — 68 — Comprehensive loss attributable to common stockholders $ (2,947) $ (1,916) $ (15,155) $ (7,052)

See accompanying Notes to Condensed Consolidated Financial Statements.

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BLACK CREEK INDUSTRIAL REIT IV INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

Stockholders’ Equity Accumulated Other Common Stock Additional Accumulated Comprehensive Noncontrolling

(in thousands) Shares Amount Paid-In Capital Deficit Income (Loss) Interests Total Equity FOR THE THREE MONTHS ENDED JUNE 30, 2019 Balance as of March 31, 2019 28,700 $ 286 $ 259,611 $ (16,600) $ — $ 1 $ 243,298 Net loss (excludes $4 to redeemable noncontrolling interest) — — — (1,912) — — (1,912)Issuance of common stock 8,318 84 86,886 — — — 86,970 Share-based compensation — — 56 — — — 56 Upfront offering costs, including selling commissions, dealer manager fees, and offering costs — — (5,066) — — — (5,066)Trailing distribution fees — — (3,666) 818 — — (2,848)Redemptions of common stock (25) — (245) — — — (245)Distributions to stockholders — — — (4,695) — — (4,695)Redemption value allocation adjustment to redeemable noncontrolling interest — — (13) — — — (13)Balance as of June 30, 2019 36,993 $ 370 $ 337,563 $ (22,389) $ — $ 1 $ 315,545 FOR THE THREE MONTHS ENDED JUNE 30, 2020 Balance as of March 31, 2020 99,802 $ 997 $ 933,087 $ (56,089) $ (10,075) $ 1 $ 867,921 Net loss (excludes $4 attributable to redeemable noncontrolling interest) — — — (1,338) — — (1,338)Change from cash flow hedging activities (excludes $4 attributable to redeemable noncontrolling interest) — — — — (1,609) — (1,609)Issuance of common stock 18,709 188 196,156 — — — 196,344 Share-based compensation — — 362 — — — 362 Upfront offering costs, including selling commissions, dealer manager fees, and offering costs — — (10,076) — — — (10,076)Trailing distribution fees — — (7,819) 2,710 — — (5,109)Redemptions of common stock (79) — (780) — — — (780)Distributions to stockholders — — — (15,716) — — (15,716)Redemption value allocation adjustment to redeemable noncontrolling interest — — (56) — — — (56)Balance as of June 30, 2020 118,432 $ 1,185 $ 1,110,874 $ (70,433) $ (11,684) $ 1 $ 1,029,943 FOR THE SIX MONTHS ENDED JUNE 30, 2019 Balance as of December 31, 2018 20,265 $ 203 $ 180,125 $ (8,556) $ — $ 1 $ 171,773 Net loss (excludes $18 to redeemable noncontrolling interest) — — — (7,034) — — (7,034)Issuance of common stock 16,829 168 175,236 — — — 175,404 Share-based compensation — — 359 — — — 359 Upfront offering costs, including selling commissions, dealer manager fees, and offering costs — — (9,834) — — — (9,834)Trailing distribution fees — — (7,278) 1,438 — — (5,840)Redemptions of common stock (101) (1) (1,008) — — — (1,009)Distributions to stockholders — — — (8,237) — — (8,237)Redemption value allocation adjustment to redeemable noncontrolling interest — — (37) — — — (37)Balance as of June 30, 2019 36,993 $ 370 $ 337,563 $ (22,389) $ — $ 1 $ 315,545 FOR THE SIX MONTHS ENDED JUNE 30, 2020 Balance as of December 31, 2019 49,275 $ 492 $ 451,526 $ (47,730) $ 2,190 $ 1 $ 406,479 Net loss (excludes $4 attributable to redeemable noncontrolling interest) — — — (1,281) — — (1,281)Change from cash flow hedging activities (excludes $64 attributable to redeemable noncontrolling interest) — — — — (13,874) — (13,874)Issuance of common stock 69,303 694 723,802 — — — 724,496 Share-based compensation — — 976 — — — 976 Upfront offering costs, including selling commissions, dealer manager fees, and offering costs — — (34,447) — — — (34,447)Trailing distribution fees — — (29,381) 4,452 — — (24,929)Redemptions of common stock (146) (1) (1,439) — — — (1,440)Distributions to stockholders — — — (25,874) — — (25,874)Redemption value allocation adjustment to redeemable noncontrolling interest — — (163) — — — (163)Balance as of June 30, 2020 118,432 $ 1,185 $ 1,110,874 $ (70,433) $ (11,684) $ 1 $ 1,029,943

See accompanying Notes to Condensed Consolidated Financial Statements.

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BLACK CREEK INDUSTRIAL REIT IV INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Six Months Ended June 30, (in thousands) 2020 2019

Operating activities: Net loss $ (1,285) $ (7,052)Adjustments to reconcile net loss to net cash provided by operating activities: Real estate-related depreciation and amortization 20,448 7,015 Straight-line rent and amortization of above- and below-market leases (3,923) (1,752)Other 1,466 825 Changes in operating assets and liabilities:

Tenant receivables and other assets 2,137 (152)Accounts payable and accrued liabilities (1,113) 1,615 Due from / to affiliates, net 940 4,082

Net cash provided by operating activities 18,670 4,581 Investing activities: Real estate acquisitions (293,833) (253,093)Acquisition deposits (4,000) (150)Capital expenditures (2,734) (556)

Net cash used in investing activities (300,567) (253,799)Financing activities: Proceeds from line of credit — 170,000 Repayments of line of credit (107,000) (147,000)Proceeds from term loan 107,500 90,000 Debt issuance costs paid (50) (1,348)Proceeds from issuance of common stock 682,793 164,800 Offering costs paid upon issuance of common stock (5,099) — Distributions paid to common stockholders and to redeemable noncontrolling interest holders (7,546) (2,503)Distribution fees paid to affiliates (3,926) (1,318)Redemptions of common stock (1,440) (1,009)

Net cash provided by financing activities 665,232 271,622 Net increase in cash, cash equivalents and restricted cash 383,335 22,404 Cash, cash equivalents and restricted cash, at beginning of period 51,178 19,021 Cash, cash equivalents and restricted cash, at end of period $ 434,513 $ 41,425

See accompanying Notes to Condensed Consolidated Financial Statements.

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BLACK CREEK INDUSTRIAL REIT IV INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

Unless the context otherwise requires, the “Company” refers to Black Creek Industrial REIT IV Inc. and its consolidated subsidiaries.

The accompanying unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain disclosures normally included in the annual audited financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been omitted. As such, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 5, 2020 (“2019 Form 10-K”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP.

Recently Adopted Accounting Standards

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-03, “Codification Improvements to Financial Instruments” (“ASU 2020-03”), which updates various codification topics related to financial instruments by clarifying or improving the disclosure requirements to align with the SEC’s regulations. The Company adopted this standard immediately upon its issuance. The adoption did not have a material effect on the Company’s condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments only apply to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective for annual and interim reporting periods beginning after March 12, 2020, with early adoption permitted, through December 31, 2022. The expedients and exceptions do not apply to contract modifications made and hedging relationships entered into after December 31, 2022. The Company adopted this standard immediately upon its issuance. The adoption did not have a material effect on the Company’s condensed consolidated financial statements.

In April 2020, the FASB issued a Staff Question-and-Answer to clarify whether lease concessions related to the effects of COVID-19 require the application of lease modification guidance under the new lease standard, which we adopted on January 1, 2019. The guidance did not have a material effect on the Company's condensed consolidated financial statements. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company must make estimates as to collectability of its accounts receivable related to rental income and straight-line rent. Management analyzes accounts receivable by considering customer creditworthiness, current economic trends, including the impact of the outbreak of COVID-19 on customers’ businesses, and customers’ ability to make payments on time and in full when evaluating the adequacy of the allowance for doubtful accounts receivable. As of June 30, 2020, the impact of COVID-19 on customer collectability has been minimal and has not had a material impact on the condensed consolidated financial statements. The allowance for doubtful accounts as of June 30, 2020 was approximately $34,000 and the Company had no allowance for doubtful accounts as of December 31, 2019.

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3. REAL ESTATE ACQUISITIONS

During the six months ended June 30, 2020, the Company acquired 100% of the following properties, which were determined to be asset acquisitions:

Number of Total Purchase ($ in thousands) Acquisition Date Buildings Price (1)

Norcross Industrial Center 3/23/2020 1 $ 9,505 Port 146 Distribution Center 4/14/2020 1 9,571 Lima Distribution Center 4/15/2020 1 11,622 Valwood Crossroads 5/11/2020 2 69,999 Eaglepoint Logistics Center 5/26/2020 1 40,216 7A Distribution Center II 5/27/2020 1 23,218 Legacy Logistics Center 6/3/2020 1 39,718 Logistics Center at 33 6/4/2020 1 63,285 Intermodal Logistics Center 6/29/2020 1 28,628

Total Acquisitions 10 $ 295,762

(1) Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in

connection with the 2020 acquisitions.

During the six months ended June 30, 2020, the Company allocated the purchase price of its acquisitions to land, building and improvements, and intangible lease assets and liabilities as follows:

For the Six Months Ended (in thousands) June 30, 2020

Land $ 73,961 Building and improvements 194,977 Intangible lease assets 29,342 Above-market lease assets 389 Below-market lease liabilities (2,907)Total purchase price (1) $ 295,762

(1) Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in

connection with the 2020 acquisitions.

Intangible and above-market lease assets are amortized over the remaining lease term. Below-market lease liabilities are amortized over the remaining lease term, plus any below-market, fixed-rate renewal option periods. The weighted-average amortization periods for the intangible lease assets and liabilities acquired in connection with the Company’s acquisitions during the six months ended June 30, 2020, as of the respective date of each acquisition, was 6.3 years.

4. INVESTMENT IN REAL ESTATE

As of June 30, 2020 and December 31, 2019, the Company’s investment in real estate properties consisted of 55 and 45 industrial buildings, respectively.

As of (in thousands) June 30, 2020 December 31, 2019

Land $ 335,582 $ 261,620 Building and improvements 763,184 564,669 Intangible lease assets 107,427 77,294 Construction in progress 2,452 1,126 Investment in real estate properties 1,208,645 904,709 Less accumulated depreciation and amortization (46,580) (25,988)Net investment in real estate properties $ 1,162,065 $ 878,721

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Intangible Lease Assets and Liabilities

Intangible lease assets and liabilities as of June 30, 2020 and December 31, 2019 included the following:

As of June 30, 2020 As of December 31, 2019 Accumulated Accumulated

(in thousands) Gross Amortization Net Gross Amortization Net

Intangible lease assets (1) $ 105,531 $ (21,094) $ 84,437 $ 75,787 $ (11,734) $ 64,053 Above-market lease assets (1) 1,896 (385) 1,511 1,507 (211) 1,296 Below-market lease liabilities (2) (16,106) 4,052 (12,054) (13,199) 2,494 (10,705)

(1) Included in net investment in real estate properties on the condensed consolidated balance sheets. (2) Included in other liabilities on the condensed consolidated balance sheets.

Rental Revenue Adjustments and Depreciation and Amortization Expense

The following table summarizes straight-line rent adjustments, amortization recognized as an increase (decrease) to rental revenues from above-and below-market lease assets and liabilities, and real estate-related depreciation and amortization expense:

For the Three Months Ended For the Six Months Ended June 30, June 30, (in thousands) 2020 2019 2020 2019

Increase (Decrease) to Rental Revenue: Straight-line rent adjustments $ 1,825 $ 577 $ 2,540 $ 1,134 Above-market lease amortization (90) (27) (174) (44)Below-market lease amortization 770 357 1,557 662 Real Estate-Related Depreciation and Amortization: Depreciation expense $ 5,912 $ 2,122 $ 11,059 $ 3,840 Intangible lease asset amortization 4,816 1,765 9,389 3,175

5. DEBT

The Company’s indebtedness is currently comprised of borrowings under its term loan and mortgage notes. Borrowings under the non-recourse mortgage notes are secured by mortgages or deeds of trust and related assignments and security interests in collateralized and certain cross-collateralized properties, which are generally owned by single purpose entities. A summary of the Company’s debt is as follows:

Weighted-Average Effective Interest Rate as of Balance as of

June 30, December 31, June 30, December 31, ($ in thousands) 2020 2019 Maturity Date 2020 2019

Line of credit (1) 1.46 % 3.26 % November 2023 $ — $ 107,000 Term loan (2) 2.24 2.85 February 2024 415,000 307,500 Fixed-rate mortgage notes (3)

3.71 3.71 August 2024 -

December 2027 49,250 49,250 Total principal amount / weighted-average (4) 2.39 % 3.04 % $ 464,250 $ 463,750 Less unamortized debt issuance costs $ (4,054) $ (4,602)Add mark-to-market adjustment on assumed debt, net 957 1,063 Total debt, net $ 461,153 $ 460,211 Gross book value of properties encumbered by debt $ 116,512 $ 117,049

(1) The effective interest rate is calculated based on either: (i) the London Interbank Offered Rate (“LIBOR”) plus a margin ranging

from 1.30% to 2.10%; or (ii) an alternative base rate plus a margin ranging from 0.30% to 1.10%, each depending on the Company’s consolidated leverage ratio. Customary fall-back provisions apply if LIBOR is unavailable. The line of credit is available for general corporate purposes including, but not limited to, the acquisition and operation of permitted investments by the Company. As of June 30, 2020, total commitments for the line of credit were $315.0 million and the unused and available portions under the line of credit were both $314.9 million.

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(2) The effective interest rate is calculated based on either (i) LIBOR plus a margin ranging from 1.25% to 2.05%; or (ii) an alternative base rate plus a margin ranging from 0.25% to 1.05%, depending on the Company’s consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements. As of June 30, 2020, total commitments for the term loan were $415.0 million, and there were no unused nor available amounts. This term loan is available for general corporate purposes including, but not limited to, the acquisition and operation of permitted investments by the Company.

(3) Interest rates range from 3.59% to 3.75%. The assets and credit of each of the Company’s properties pledged as collateral for the Company’s mortgage notes are not available to satisfy the Company’s other debt and obligations, unless the Company first satisfies the mortgage notes payable on the respective underlying properties.

(4) The weighted-average remaining term of the Company’s debt was approximately 3.8 years as of June 30, 2020, excluding any extension options on the line of credit.

As of June 30, 2020, the principal payments due on the Company’s consolidated debt during each of the next five years and thereafter were as follows:

(in thousands) Line of Credit (1) Term Loan Mortgage Notes Total

Remainder of 2020 $ — $ — $ — $ — 2021 — — — — 2022 — — — — 2023 — — — — 2024 — 415,000 38,000 453,000 Thereafter — — 11,250 11,250 Total principal payments $ — $ 415,000 $ 49,250 $ 464,250

(1) The line of credit matures in November 2023 and the term may be extended pursuant to a one-year extension option, subject to

certain conditions.

In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”), which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payment could change. In addition, uncertainty about the extent and manner of future changes may result in interest rate and/or payments that are higher or lower than if LIBOR were to remain available in the current form.

As of June 30, 2020, the Company’s line of credit and term loan are the only indebtedness with maturities beyond 2021 that have exposure to LIBOR. The agreement governing the term loan provides procedures for determining a replacement or alternative base rate in the event that LIBOR is discontinued. However, there can be no assurances as to whether such replacement or alternative base rate will be more or less favorable than LIBOR. As of June 30, 2020, we have interest rate swaps in place to hedge LIBOR on $350.0 million of commitments under our term loan. We intend to monitor the developments with respect to the potential phasing out of LIBOR after 2021 and work with our lenders to seek to ensure any transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR.

Debt Covenants

The Company’s line of credit, term loan and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, the line of credit and term loan agreements contain certain corporate level financial covenants, including leverage ratio, fixed charge coverage ratio, and tangible net worth thresholds. The Company was in compliance with all covenants as of June 30, 2020.

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Derivative Instruments

To manage interest rate risk for certain of its variable-rate debt, the Company uses interest rate swaps as part of its risk management strategy. These derivatives are designed to mitigate the risk of future interest rate increases by providing a fixed interest rate for a limited, pre-determined period of time. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the interest rate swap agreements without exchange of the underlying notional amount. Certain of the Company’s variable-rate borrowings are not hedged, and therefore, to an extent, the Company has on-going exposure to interest rate movements.

For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss is recorded as a component of accumulated other comprehensive income (loss) (“AOCI”) on the condensed consolidated balance sheets and is reclassified into earnings as interest expense for the same period that the hedged transaction affects earnings, which is when the interest expense is recognized on the related debt. The gain or loss on the derivative instrument is presented in the same line item on the condensed consolidated statement of operations as the earnings effect of the hedged item.

During the next 12 months, the Company estimates that approximately $3.5 million will be reclassified as an increase to interest expense related to active effective hedges of existing floating-rate debt.

The following table summarizes the location and fair value of the cash flow hedges on the Company’s condensed consolidated balance sheets as of June 30, 2020 and December 31, 2019.

Number of Notional Balance Sheet Fair ($ in thousands) Contracts Amount Location Value

As of June 30, 2020 Interest rate swaps 7 $ 350,000 Other liabilities $ (11,748)As of December 31, 2019 Interest rate swaps 4 $ 200,000 Other assets $ 2,190 The following table presents the effect of the Company’s cash flow hedges on the Company’s condensed consolidated financial statements for the three and six months ended June 30, 2020 and 2019. There were no cash flow hedges in place as of June 30, 2019.

For the Three Months Ended June 30, For the Six Months Ended June 30, (in thousands) 2020 2019 2020 2019

Derivative Instruments Designated as Cash Flow Hedges Loss recognized in AOCI $ (2,185) $ — $ (14,326) $ — Amount reclassified from AOCI into interest expense 572 — 388 — Total interest expense and other presented in the condensed consolidated statements of operations in which the effects of the cash flow hedges are recorded 2,821 — 5,697 —

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company estimates the fair value of its financial instruments using available market information and valuation methodologies it believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that the Company would realize upon disposition of its financial instruments.

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Fair Value Measurements on a Recurring Basis

The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019.

Total (in thousands) Level 1 Level 2 Level 3 Fair Value

As of June 30, 2020 Liabilities Derivative instruments $ — $ (11,748) $ — $ (11,748)Total liabilities measured at fair value $ — $ (11,748) $ — $ (11,748)As of December 31, 2019 Assets Derivative instruments $ — $ 2,190 $ — $ 2,190 Total assets measured at fair value $ — $ 2,190 $ — $ 2,190 The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Derivative Instruments. The derivative instruments are interest rate swaps. The interest rate swaps are standard cash flow hedges whose fair value is estimated using market-standard valuation models. Such models involve using market-based observable inputs, including interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements, which we have concluded are not material to the valuation. Due to the interest rate swaps being unique and not actively traded, the fair value is classified as Level 2. See “Note 5” above for further discussion of the Company’s derivative instruments.

Nonrecurring Fair Value of Financial Measurements

As of June 30, 2020 and December 31, 2019, the fair values of cash and cash equivalents, restricted cash, tenant receivables, prepaid expenses, other assets, due from/to affiliates, accounts payable and accrued liabilities, and distributions payable approximate their carrying values due to the short-term nature of these instruments. The table below includes fair values for certain of the Company’s financial instruments for which it is practicable to estimate fair value. The carrying values and fair values of these financial instruments were as follows:

As of June 30, 2020 As of December 31, 2019   Carrying Fair Carrying Fair

(in thousands) Value (1) Value Value (1) Value

Line of credit $ — $ — $ 107,000 $ 107,000 Term loan 415,000 407,605 307,500 307,500 Fixed rate mortgage notes 49,250 50,228 49,250 50,326

(1) The carrying value reflects the principal amount outstanding.

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7. STOCKHOLDERS’ EQUITY

Public Offerings

On September 5, 2019, the Company’s initial public offering was terminated immediately upon effectiveness of the Company’s registration statement for its follow-on public offering of up to $2.0 billion of shares of its common stock, and the follow-on public offering commenced the same day. Under the follow-on public offering, the Company is offering up to $1.5 billion of shares of its common stock in the primary offering and up to $500.0 million of shares of its common stock pursuant to its distribution reinvestment plan, in any combination of Class T shares, Class W shares and Class I shares. The Company may reallocate amounts between the primary offering and distribution reinvestment plan. The Company’s follow-on public offering is a continuous offering that will end no later than September 5, 2021, unless extended in accordance with federal and state securities laws.

Pursuant to its public offerings, the Company offered and continues to offer shares of its common stock at the “transaction price,” plus applicable selling commissions and dealer manager fees. The “transaction price” generally is equal to the net asset value (“NAV”) per share of the Company’s common stock most recently disclosed. The Company’s NAV per share is calculated as of the last calendar day of each month for each of its outstanding classes of stock, and will be available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to the Company’s distribution reinvestment plan are offered at the transaction price, as indicated above, in effect on the distribution date. The Company may update a previously disclosed transaction price in cases where the Company believes there has been a material change (positive or negative) to its NAV per share relative to the most recently disclosed monthly NAV per share.

Summary of the Public Offerings

A summary of the Company’s public offerings, including shares sold through the primary offering and the Company’s distribution reinvestment plan (“DRIP”), as of June 30, 2020, is as follows:

(in thousands) Class T Class W Class I Total

Amount of gross proceeds raised: Primary offering $ 1,141,935 $ 55,787 $ 21,175 $ 1,218,897 DRIP 21,291 981 569 22,841 Total offering $ 1,163,226 $ 56,768 $ 21,744 $ 1,241,738 Number of shares issued: Primary offering 108,605 5,551 2,125 116,281 DRIP 2,118 98 57 2,273 Stock grants — 6 3 9 Total offering 110,723 5,655 2,185 118,563

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Common Stock

The following table summarizes the changes in the shares outstanding for each class of common stock for the periods presented below:

Class T Class W Class I Total (in thousands) Shares Shares Shares Shares

FOR THE THREE MONTHS ENDED JUNE 30, 2019 Balance as of March 31, 2019 27,542 626 532 28,700 Issuance of common stock:

Primary shares 7,005 848 256 8,109 DRIP 200 6 3 209

Redemptions (25) — — (25)Balance as of June 30, 2019 34,722 1,480 791 36,993 FOR THE THREE MONTHS ENDED JUNE 30, 2020 Balance as of March 31, 2020 92,954 4,697 2,151 99,802 Issuance of common stock:

Primary shares 16,898 848 230 17,976 DRIP 678 38 16 732

Stock grants — — 1 1 Redemptions (62) (17) — (79)Balance as of June 30, 2020 110,468 5,566 2,398 118,432 FOR THE SIX MONTHS ENDED JUNE 30, 2019 Balance as of December 31, 2018 19,759 161 345 20,265 Issuance of common stock:

Primary shares 14,645 1,311 433 16,389 DRIP 350 8 6 364

Stock grants — — 76 76 Redemptions (32) — (69) (101)Balance as of June 30, 2019 34,722 1,480 791 36,993 FOR THE SIX MONTHS ENDED JUNE 30, 2020 Balance as of December 31, 2019 45,240 2,736 1,299 49,275 Issuance of common stock:

Primary shares 64,289 2,813 872 67,974 DRIP 1,041 61 26 1,128

Stock grants — — 201 201 Redemptions (102) (44) — (146)Balance as of June 30, 2020 110,468 5,566 2,398 118,432

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Distributions

The following table summarizes the Company’s distribution activity (including distributions reinvested in shares of the Company’s common stock) for each of the quarters ended below:

Amount Declared per Paid in Reinvested Distribution Gross (in thousands, except per share data) Common Share (1) Cash in Shares Fees (2) Distributions (3)

2020 June 30 $ 0.13625 $ 5,194 $ 7,812 $ 2,710 $ 15,716 March 31 0.13625 3,339 5,077 1,742 10,158 Total $ 0.27250 $ 8,533 $ 12,889 $ 4,452 $ 25,874 2019 December 31 $ 0.13625 $ 2,058 $ 3,242 $ 1,105 $ 6,405 September 30 0.13625 1,841 2,866 992 5,699 June 30 0.13625 1,558 2,319 818 4,695 March 31 0.13625 1,178 1,744 620 3,542 Total $ 0.54500 $ 6,635 $ 10,171 $ 3,535 $ 20,341

(1) Amounts reflect the quarterly distribution rate authorized by the Company’s board of directors per Class T share, per Class W

share, and per Class I share of common stock. Distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T shares and Class W shares of common stock are reduced by the respective distribution fees that are payable with respect to such Class T shares and Class W shares.

(2) Distribution fees are paid monthly to Black Creek Capital Markets, LLC (the “Dealer Manager”) with respect to Class T shares and Class W shares issued in the primary portion of the Company’s public offerings only.

(3) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares issued in the primary portion of the Company’s public offerings.

Redemptions

The following table summarizes the Company’s redemption activity for the periods presented below:

For the Six Months Ended June 30, (in thousands, except per share data) 2020 2019

Number of eligible shares redeemed 146 101 Aggregate dollar amount of shares redeemed $ 1,440 $ 1,009 Average redemption price per share $ 9.86 $ 9.99

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8. RELATED PARTY TRANSACTIONS

Summary of Fees and Expenses

The table below summarizes the fees and expenses incurred by the Company for services provided by the Advisor and its affiliates, and by the Dealer Manager related to the services the Dealer Manager provided in connection with the Company’s public offerings and any related amounts payable:

For the Three Months Ended June 30, For the Six Months Ended June 30, Payable as of (in thousands) 2020 2019 2020 2019 June 30, 2020 ' December 31, 2019

Expensed: Advisory fee—fixed component $ 2,111 $ 911 $ 3,896 $ 1,581 $ 793 $ 593 Advisory fee—performance component 2,985 636 3,260 1,154 3,261 2,913 Acquisition expense reimbursements (1) 748 696 1,449 1,574 478 182 Other expense reimbursements (2) 664 491 1,493 963 226 473 Total $ 6,508 $ 2,734 $ 10,098 $ 5,272 $ 4,758 $ 4,161 Additional Paid-In Capital: Selling commissions $ 4,607 $ 1,788 $ 17,465 $ 3,606 $ — $ — Dealer manager fees 3,400 1,529 12,892 3,330 — — Offering costs (3) 2,069 1,749 4,090 2,898 20,008 21,269 Distribution fees—current 2,710 818 4,452 1,438 916 389 Distribution fees—trailing (4) 5,109 2,848 24,929 5,840 41,398 16,467 Total $ 17,895 $ 8,732 $ 63,828 $ 17,112 $ 62,322 $ 38,125

(1) Reflects amounts reimbursable to the Advisor for all expenses incurred by the Advisor and its affiliates on the Company’s behalf

in connection with the selection, acquisition, development or origination of an asset. Beginning January 1, 2020, the Company either pays directly or reimburses the Advisor for such expenses.

(2) Other expense reimbursements include certain expenses incurred in connection with the services provided to the Company under the advisory agreement. These reimbursements include a portion of compensation expenses of individual employees of the Advisor, including certain of the Company’s named executive officers, related to services for which the Advisor does not otherwise receive a separate fee. A portion of the compensation received by certain employees of the Advisor and its affiliates may be in the form of a restricted stock grant awarded by the Company. The Company shows these as reimbursements to the Advisor to the same extent that the Company recognizes the related share-based compensation on its condensed consolidated statements of operations. The Company reimbursed the Advisor approximately $0.6 million and $0.4 million for the three months ended June 30, 2020 and 2019, respectively, and $1.4 million and $0.8 million for the six months ended June 30, 2020 and 2019, respectively, for such compensation expenses. The remaining amount of other expense reimbursements relate to other general overhead and administrative expenses including, but not limited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment.

(3) The Company is reimbursing the Advisor for all organization and offering costs incurred on its behalf as of December 31, 2019 ratably over 60 months. Since January 1, 2020, the Company either pays directly or reimburses the Advisor for offering costs as and when incurred.

(4) The distribution fees accrue daily and are payable monthly in arrears. The monthly amount of distribution fees payable is included in distributions payable on the condensed consolidated balance sheets. Additionally, the Company accrues for estimated trailing amounts payable based on the shares outstanding as of the balance sheet date, which are included in distribution fees payable to affiliates on the condensed consolidated balance sheets. All or a portion of the distribution fees are reallowed or advanced by the Dealer Manager to unaffiliated participating broker dealers and broker dealers servicing accounts of investors who own Class T shares and/or Class W shares.

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Expense Support Agreement

The table below provides information regarding the fees deferred and expense support provided by the Advisor, pursuant to the expense support agreement, which has been extended through December 31, 2020. Refer to Item 8, “Financial Statements and Supplementary Data” in the Company’s 2019 Form 10-K for a description of the expense support agreement. As of June 30, 2020, the aggregate amount paid by the Advisor pursuant to the expense support agreement was $27.1 million. Of this amount, total reimbursements to the Advisor was $16.8 million, and $10.3 million remains available to be reimbursed, subject to certain conditions.

For the Three Months Ended June 30, For the Six Months Ended June 30, (in thousands) 2020 2019 2020 2019

Fees deferred $ 2,111 $ 911 $ 3,896 $ 1,581 Other expenses supported 6,860 1,209 9,609 1,834 Total expense support from Advisor 8,971 2,120 13,505 3,415 Reimbursement of previously deferred fees and other expenses supported (3,183) (1,075) (3,183) (4,575)Total expense support from (reimbursement to) Advisor, net (1) $ 5,788 $ 1,045 $ 10,322 $ (1,160)

(1) As of June 30, 2020 and December 31, 2019, approximately $3.2 million and $5.4 million, respectively, was payable to the

Advisor by the Company and is included in due to affiliates on the condensed consolidated balance sheets.

9. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information and disclosure of non-cash investing and financing activities is as follows:

For the Six Months Ended June 30, (in thousands) 2020 2019

Distributions payable $ 5,393 $ 1,683 Distribution fees payable to affiliates 41,398 13,299 Distributions reinvested in common stock 11,346 3,671 Accrued offering costs 20,008 17,017 Redeemable noncontrolling interest issued as settlement of performance component of the advisory fee 2,913 723 Accrued acquisition expense reimbursements 478 4,423 Non-cash selling commissions and dealer manager fees 30,357 6,936 Mortgage notes assumed on real estate acquisitions at fair value — 50,418 Restricted Cash

The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the totals shown in the condensed consolidated statements of cash flows:

For the Six Months Ended June 30, (in thousands) 2020 2019

Beginning of period: Cash and cash equivalents $ 51,178 $ 19,016 Restricted cash (1) — 5 Cash, cash equivalents and restricted cash $ 51,178 $ 19,021 End of period: Cash and cash equivalents $ 434,513 $ 41,395 Restricted cash (2) — 30 Cash, cash equivalents and restricted cash $ 434,513 $ 41,425

(1) As of December 31, 2019, the Company did not have any restricted cash. As of December 31, 2018, restricted cash consisted of

cash held in escrow in connection with certain estimated property improvements. (2) As of June 30, 2020, the Company did not have any restricted cash. As of June 30, 2019, restricted cash consisted of cash held in

escrow in connection with a property acquisition.

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10. SIGNIFICANT RISKS AND UNCERTAINTIES

Significant Risks and Uncertainties

Currently, one of the most significant risks and uncertainties is the adverse effect of the current pandemic of the novel coronavirus (COVID-19). The extent of the impact from COVID-19 on the commercial real estate sector continues to vary dramatically across real estate property types and markets, with certain property segments such as hospitality, transportation, gaming, shopping malls, senior housing, and student living being impacted particularly hard. While not immune to the effects of COVID-19, the industrial property sector in which the Company invests continues to remain relatively resilient; however, the Company has had customers request rent deferral or rent abatement during this pandemic. The outbreak has triggered a period of global economic slowdown and could trigger a global recession.

The COVID-19 pandemic could have material and adverse effects on the Company’s financial condition, results of operations and cash flows in the near term due to, but not limited to, the following:

reduced economic activity severely impacts the Company’s customers’ businesses, financial condition and liquidity and may cause customers to be unable to fully meet their obligations to the Company or to otherwise seek modifications of such obligations, resulting in increases in uncollectible receivables and reductions in rental income;

the negative financial impact of the pandemic could impact the Company’s future compliance with financial covenants of the Company’s credit facility and other debt agreements; and

weaker economic conditions could cause the Company to recognize impairment in value of its tangible or intangible assets.

While COVID-19 has not had a material effect on the Company as of the date of this report, the extent to which the COVID-19 pandemic impacts the Company’s operations and those of the Company’s customers will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.

11. COMMITMENTS AND CONTINGENCIES

The Company and the Operating Partnership are not presently involved in any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company or its subsidiaries.

Environmental Matters

A majority of the properties the Company acquires have been or will be subject to environmental reviews either by the Company or the previous owners. In addition, the Company may incur environmental remediation costs associated with certain land parcels it may acquire in connection with the development of land. The Company has or may acquire certain properties in urban and industrial areas that may have been leased to or previously owned by commercial and industrial companies that discharged hazardous material. The Company may purchase various environmental insurance policies to mitigate its exposure to environmental liabilities. The Company is not aware of any environmental liabilities that it believes would have a material adverse effect on its business, financial condition, or results of operations as of June 30, 2020. 12. SUBSEQUENT EVENTS

Status of the Public Offerings

As of August 5, 2020, the Company had raised gross proceeds of $1.3 billion from the sale of 124.7 million shares of its common stock in its public offerings, including $28.2 million from the sale of 2.8 million shares of its common stock through its distribution reinvestment plan. As of August 5, 2020, approximately $1.2 billion in shares of the Company’s common stock remained available for sale pursuant to its follow-on public offering in any combination of Class T shares, Class W shares or Class I shares, including approximately $480.1 million in shares of common stock available for sale through its distribution reinvestment plan, which may be reallocated for sale in the Company’s primary offering.

Acquisitions Under Contract

The Company has entered into contracts to acquire properties with an aggregate contract purchase price of approximately $69.2 million, comprised of four industrial buildings. There can be no assurance that the Company will complete the acquisition of the properties under contract.

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Interests Purchase

On July 15, 2020, the Company entered into an Interest Purchase Agreement (the “Agreement”) with Industrial Property Operating Partnership LP, the operating partnership of Industrial Property Trust (“IPT”), in order to acquire interests in two portfolios aggregating 83 industrial properties, which properties are described below. The interest purchase closed upon signing.

The Agreement conveys all of the ownership interests (the “Interests) in IPT Real Estate Holdco LLC (“IPT Holdco”), which in turn owns all the interests in: (i) IPT BTC I LP LLC (the “BTC I LP”), the owner of a 19.9% limited partner interest in Build-To-Core Industrial Partnership I LP (“BTC I”); (ii) IPT BTC I GP LLC (the “BTC I GP”), the owner of a 0.1% general partner interest in BTC I; (iii) IPT BTC II LP LLC (the “BTC II LP”), the owner of a 7.9% limited partner interest in Build-To-Core Industrial Partnership II LP (“BTC II”); and (iv) IPT BTC II GP LLC (the “BTC II GP”), the owner of a 0.1% general partner interest in BTC II. The purchase price for the Interests was $301 million in cash paid at closing, exclusive of due diligence expenses and other closing costs. The Company funded the acquisition of the Interests using proceeds from the Company’s public offering.

The external advisor to IPT is an affiliate of the Company’s external advisor, BCI IV Advisors LLC (the “Advisor”). The Company and IPT also have certain common officers. Certain officers of IPT and certain trustees of the IPT board of trustees (the “IPT Board”) are also stockholders of the Company. The Company and IPT are also sponsored by affiliates of Black Creek Group, LLC, and such sponsors hold partnership units in the operating partnerships of the Company and IPT, respectively. In addition, certain trustees of IPT are also members of the Company’s board of directors. The IPT Board and the Company’s board of directors each established a special committee of independent trustees or directors, as applicable, to review and approve the Agreement and the transactions contemplated thereby, including the sale of the Interests. The members of the IPT special committee did not overlap with members of the Company’s special committee, and none of the members of the Company’s special committee are trustees of IPT. All of the members of the Company’s special committee were disinterested in the Agreement, including the sale of the Interests. Each of the special committees engaged legal counsel and an independent financial advisor to assist the special committees in their evaluation and negotiation of the transactions contemplated by the Agreement. CBRE Capital Advisors, Inc., the independent financial advisor to the IPT special committee, delivered a fairness opinion to the IPT special committee. Duff & Phelps, the independent financial advisor to the Company special committee, delivered a fairness opinion to the Company special committee. The Agreement and the transactions contemplated thereby, including the sale of the Interests, were approved by the special committees of each of the Company and IPT.

The BTC Portfolio

BTC I and BTC II together own a portfolio (the “BTC Portfolio”) consisting of 64 acquired or completed industrial buildings totaling approximately 16.6 million square feet on approximately 504 acres located in 16 markets throughout the U.S., with 92 customers, which is 79.2% leased with a weighted-average remaining lease term (based on square feet) of approximately 4.8 years as of July 15, 2020; 10 buildings under construction totaling 2.9 million square feet; eight buildings in the pre-construction phase for an additional 2.5 million square feet; and one land parcel. More specifically, as of July 15, 2020:

BTC I owned a real estate portfolio that consisted of 41 acquired or completed buildings totaling approximately 11.5 million square feet that were approximately 87.8% leased; three buildings under construction totaling 0.6 million square feet; two buildings in the pre-construction phase for an additional 0.4 million square feet; and one land parcel.

BTC II owned a real estate portfolio that consisted of 23 acquired or completed buildings totaling approximately 5.1 million square feet that were approximately 59.5% leased; seven buildings under construction totaling 2.3 million square feet; and six buildings in the pre-construction phase for an additional 2.1 million square feet.

There were no customers that individually lease more than 10% of the total rentable area of the BTC Portfolio as of July 15, 2020.

Related-Party Agreements

Amendment to Advisory Agreement

On July 15, 2020, in connection with the acquisition of the Interests, the Company, BCI IV Operating Partnership LP (the Company’s operating partnership, referred to as the “Operating Partnership”) and the Advisor entered into Amendment No. 1 (“Amendment No. 1”) to the Amended and Restated Advisory Agreement (2020), dated as of June 12, 2020. Amendment No. 1 provides that the Advisor shall receive a development fee in connection with providing services related to the development, construction, improvement or stabilization, including tenant improvements, of development properties or overseeing the provision of these services by third parties on behalf of the Company. The fee will be an amount that will be equal to 4.0% of total project cost of the development property (or the Company’s proportional interest therein with respect to real property held in joint ventures or other entities that are co-owned). If the Advisor engages a third party to provide development services, the third party will be compensated directly by the Company, and the Advisor will receive the development fee if it provides development oversight services.

BTC I Services Agreement and Incentive Distributions Sharing

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Pursuant to the Fourth Amended and Restated Agreement of Limited Partnership of BTC I, as amended (the “BTC I Partnership Agreement”), the BTC I GP will provide, directly or indirectly by appointing an affiliate or a third party, acquisition and asset management services and, to the extent applicable, development management and development oversight services (the “BTC I Advisory Services”). As compensation for providing the BTC I Advisory Services, the BTC I Partnership will pay the BTC I GP, or its designee, certain fees in accordance with the terms of the BTC I Partnership Agreement. On February 12, 2015, the BTC I GP and Industrial Property Advisors LLC, the external Advisor to IPT (the “IPT Advisor”) and an entity owned by affiliates of the Advisor, entered into an agreement that Industrial Property Advisors LLC subsequently assigned to Industrial Property Advisors Sub I LLC (the “BTC I SLP”), an entity owned by affiliates of the Advisor. Pursuant to this agreement (the “BTC I Services Agreement”), the BTC I GP appointed the BTC I SLP to provide the BTC I Advisory Services and has assigned to the BTC I SLP the fees payable pursuant to the BTC I Partnership Agreement for providing the BTC I Advisory Services. As a result of the payment of the fees pursuant to the BTC I Services Agreement, the fees payable to the Advisor pursuant to the Advisory Agreement will be reduced by the product of (i) the fees actually paid to the BTC I SLP pursuant to the BTC I Services Agreement, and (ii) the percentage interest of the BTC I Partnership owned by the BTC I GP and the BTC I LP.

In connection with the sale of the Interests pursuant to the Agreement, the parties to the BTC I Services Agreement amended such agreement to make certain conforming changes to reflect the new indirect ownership structure of BTC I as a result of the sale of the Interests.

In addition, the BTC I Partnership Agreement contains procedures for making distributions to the parties, including incentive distributions to BTC I GP and the BTC I SLP, which are subject to certain return thresholds being achieved. BTC I GP and the BTC I SLP have agreed to split such incentive distributions such that BTC I SLP will receive 60% of the incentive distributions attributable to interests in BTC I which are not owned by the BTC I GP or BTC I LP.

The BTC I SLP has also entered into an agreement with the BTC I GP and the BTC I LP, dated September 15, 2016, providing that if the BTC I GP and the BTC I LP propose to transfer all (but not less than all) of their respective interests to an unrelated third party, then they can require the BTC I SLP to transfer its special limited partnership interest to the purchaser on the same terms and conditions.

BTC II Services Agreement and Incentive Distributions Sharing

Pursuant to the Agreement of Limited Partnership of BTC II, as amended (the “BTC II Partnership Agreement”), the BTC II GP will provide, directly or indirectly by appointing an affiliate or a third party, acquisition and asset management services and, to the extent applicable, development management and development oversight services (the “BTC II Advisory Services”). As compensation for providing the BTC II Advisory Services, the BTC II Partnership will pay the BTC II GP, or its designee, certain fees in accordance with the terms of the BTC II Partnership Agreement. On May 19, 2017, the BTC II GP and Industrial Property Advisors Sub III LLC (the “BTC II Service Provider”), an entity owned by affiliates of the Advisor, entered into that certain agreement (the “BTC II Services Agreement”), pursuant to which the BTC II GP appointed the BTC II Service Provider to provide the BTC II Advisory Services and has assigned to the BTC II Service Provider the fees payable pursuant to the BTC II Partnership Agreement for providing the BTC II Advisory Services. As a result of the payment of the fees pursuant to the BTC II Services Agreement, the fees payable to the Advisor pursuant to the Advisory Agreement will be reduced by the product of (i) the fees actually paid to the BTC II Service Provider pursuant to the BTC II Services Agreement, and (ii) the percentage interest of the BTC II Partnership owned by the BTC II GP and the BTC II LP.

In connection with the sale of the Interests pursuant to the Agreement, the parties to the BTC II Services Agreement amended such agreement to make certain conforming changes to reflect the new indirect ownership structure of BTC II as a result of the sale of the Interests.

In addition, the BTC II Partnership Agreement contains procedures for making distributions to the parties, including incentive distributions to BTC II GP and Industrial Property Advisors Sub IV LLC (the “BTC II SLP”), an entity owned by affiliates of the Advisor, which are subject to certain return thresholds being achieved. BTC II GP and the BTC II SLP have agreed to split such incentive distributions such that BTC II SLP will receive 80% of the incentive distributions attributable to interests in BTC II which are not owned by the BTC II GP or BTC II LP.

BTC I Partnership Agreement

The BTC I Partnership Agreement is by and among: (a) the BTC I GP; (b) the BTC I LP; (c) the BTC I SLP; (d) bcIMC (WCBAF) Realpool Global Investment Corporation, a Canadian corporation, as a limited partner (“BCIMC WCBAF”); (e) bcIMC (College) US Realty Inc., a Canadian corporation, as a limited partner (“BCIMC College”); (f) bcIMC (Municipal) US Realty Inc., a Canadian corporation, as a limited partner (“BCIMC Municipal”); (g) bcIMC (Public Service) US Realty Inc., a Canadian corporation, as a limited partner (“BCIMC Public Service”); (h) bcIMC (Teachers) US Realty Inc., a Canadian corporation, as a limited partner (“BCIMC Teachers”); (i) bcIMC (WCB) US Realty Inc., a Canadian corporation, as a limited partner (“BCIMC WCB”); and (j) bcIMC (Hydro) US Realty Inc., a Canadian corporation, as a limited partner (“BCIMC Hydro” and, together with BCIMC WCBAF,

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BCIMC College, BCIMC Municipal, BCIMC Public Service, BCIMC Teachers and BCIMC WCB, collectively, the “BCIMC Limited Partner”).

The BTC I Partnership Agreement sets forth certain rights and obligations among the Partners, including the following key provisions:

Investments

The BTC I portfolio is summarized above. Approximately 89% of the capital commitments of BTC I have already been called and invested and the identification period for new investments has expired. The remaining 11% of capital commitments can be called to finalize development projects that are underway if existing sources of liquidity, including cash flow from operations or additional debt capacity, are not sufficient.

Management

The BTC I GP manages the day-to-day operations of BTC I, subject to the rights of the BCIMC Limited Partner to approve certain major decisions, including, but not limited to: the acquisition and sale of investments; the creation or assumption of debt financing; entering into or terminating certain material agreements; settling material litigation; materially changing the tax or legal structure of BTC I; entering into certain affiliate transactions; waiver of certain material rights; winding up, dissolution or liquidation of BTC I; and any merger or consolidation of BTC I.

As compensation for the BTC I GP providing acquisition and asset management services and, to the extent applicable, development management and development oversight services or acting as the sole guarantor of indebtedness of BTC I, BTC I will pay the BTC I GP, or its designee, certain fees in accordance with the terms of the BTC I Partnership Agreement. As described above, pursuant to the BTC I Services Agreement the BTC I GP appointed the BTC I SLP to provide the BTC I Advisory Services and has assigned to the BTC I SLP the fees payable pursuant to the BTC I Partnership Agreement for providing the BTC I Advisory Services. As a result of the payment of the fees pursuant to the BTC I Services Agreement, the fees payable to the Advisor pursuant to the Advisory Agreement will be reduced by the product of (i) the fees actually paid to the BTC I SLP pursuant to the BTC I Services Agreement, and (ii) the percentage interest of the BTC I Partnership owned by the BTC I GP and the BTC I LP. Thus, the Company is not affected by these fees either positively or negatively.

The BTC I GP is required to have the properties in the BTC I portfolio appraised by an independent appraiser within the calendar year following acquisition with respect to core investments and within the calendar year following the date of stabilization (as defined in the BTC I Partnership Agreement) with respect to development and value-add investments. Thereafter, the BTC I GP is required to have such investments appraised by an independent appraiser annually.

Distributions

The BTC I Partnership Agreement contains procedures for making distributions to the parties, including incentive distributions to the BTC I GP, which are subject to certain return thresholds being achieved.

Term

The term of BTC I shall continue until February 12, 2025 or such other date approved by the BTC I GP, the BTC I LP and the BCIMC Limited Partner. Upon expiration of the term, BTC I shall be dissolved and wound up unless otherwise approved by unanimous written consent of the partners.

Removal of General Partner; Transfer of Interests; Buy-Sell Rights

The BTC I GP may be removed for “cause,” as defined in the BTC I Partnership Agreement, which includes, but is not limited to: (i) the commission by the BTC I GP of an uncured material breach, a willful bad act, or gross negligence which has a material adverse effect on the BTC I Partnership; (ii) an unpermitted change in control of the Company; or (iii) the bankruptcy of the BTC I GP. If the BCIMC Limited Partner requests the removal of the General Partner, the removal determination will be made by binding arbitration. If the arbitration results in a determination to remove the BTC I GP, then the BCIMC Limited Partner will appoint a replacement general partner from a previously approved list of third-party real estate and investment management companies. The commencement of an arbitration proceeding to remove the General Partner will result in the BCIMC Limited Partner having the right to trigger the “buy-sell mechanism” described below with respect to the BTC I Partnership’s entire investment portfolio.

Each of the BTC I LP and the BCIMC Limited Partner will not be permitted to transfer their respective interests in BTC I to a third party until the date on which 85% of the rentable space of BTC I’s last acquired development investment has been leased to tenants under leases for which the lease commencement date has occurred and such tenants have taken occupancy of their premises and have commenced base rent payments (the “Trigger Date”), at which time each of the BTC I LP and the BCIMC Limited Partner will be permitted to transfer all (but not less than all) of their respective interests, subject to certain limitations and requirements (including, with respect to a transfer of the BTC I LP’s interest in BTC I to a transferee, the requirement that there be a concurrent transfer by the

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BTC I GP of its interest in BTC I to such transferee, which transfer shall be subject to the limitations set forth in the immediately succeeding sentence). Following the Trigger Date, the BTC I GP also will be permitted to transfer its interest in BTC I to a third party institutional transferee meeting certain conditions set forth in the BTC I Partnership Agreement, subject to the approval of the BCIMC Limited Partner. Each partner may transfer its respective interest to an affiliate of such partner at any time, subject to certain limitations. With respect to a transfer to a third party, any non-transferring partner will have a right of first offer with respect to the transferring partner’s interest, as well as customary tag-along rights.

At any time after the Trigger Date, the BTC I LP or the BCIMC Limited Partner will have the right to trigger a buy-sell mechanism. For purposes of the buy-sell mechanism, the BTC I LP and the BTC I GP will be deemed a single party. Upon delivery of a buy-sell notice, the buy-sell mechanism shall commence by any party offering to purchase the entire interest of the other party and the offeree must either sell its interest at the offered price or elect to buy the interest of the offering partner at the offered price. The BTC I LP and the BTC I GP will have a one-time right to delay any liquidation of the portfolio and the buy-sell process for up to 90 days (which in certain events may be extended to not more than six months in aggregate) if the Company is pursuing a transaction by which its common shares would become listed on a national securities exchange.

Not more than 12 months prior to the expiration of the Term, each of the BTC I LP and the BCIMC Limited Partner will have the right to cause a forced sale of the investment portfolio and other assets of BTC I for a proposed portfolio price, subject to a right of first offer in favor of the non-initiating partners to acquire the entire interest of the initiating partner for a price determined in accordance with the terms of the BTC I Partnership Agreement (the “ROFO Price”). In the event the non-initiating partners decline to purchase the interest of the initiating Partner for the ROFO Price, the initiating partner will have the right to market the portfolio to a third party at a price not less than 98% of the initiating partner’s original proposed portfolio price. The initiating partner may thereafter elect to present a forced sale of the portfolio for a price less than 98% of the initiating partner’s original proposed portfolio price, subject to a right of first refusal in favor of the non-initiating partners.

Dissolution and Liquidation

BTC I shall be dissolved on the first to occur of the following: bankruptcy of BTC I, withdrawal of the BTC I GP, sale of all or substantially all of the property of BTC I, at the time there is no limited partner, or the expiration of the Term. Upon dissolution of BTC I, the assets shall be liquidated and distributed in the following order of priority: payment of the expenses of the liquidation, satisfaction of BTC I debt and all other liabilities to creditors other than partners who are creditors, the satisfaction of any liabilities to partners who are creditors, and to the partners.

Dispute Resolution

In the event of (i) a dispute as to “cause” (as described above) or (ii) a deadlock event prior to the Trigger Date, each of the BTC I LP and the BCIMC Limited Partner may deliver a written arbitration notice to the other Partners and initiate a final and binding arbitration procedure as described in the BTC I Partnership Agreement

Articles of Amendment

On August 4, 2020, the Company filed Articles of Amendment (the "Charter Amendment”) to its Third Articles of Amendment and Restatement (the “Charter”) with the Maryland State Department of Assessments and Taxation. The Charter Amendment revised Section 12.2 of Article XII of the Charter, which sets forth the voting rights of stockholders. This amendment removed language that certain state securities administrators believe could be used to dilute common stockholder voting rights, in the event that the Company has classes or series of stock in the future with special voting rights. As the Company does not have any classes or series of stock with special voting rights, such as preferred stock, the Company does not expect this amendment to have a meaningful impact on the Company or its stockholders.

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COVID-19

The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business, including how it will impact its customers and business partners. While the Company did not incur significant disruptions during the six months ended June 30, 2020 from the COVID-19 pandemic, it is unable to predict the impact that the COVID-19 pandemic will have on its future financial condition, results of operations and cash flows due to numerous uncertainties and the impact could be material.

The Company has continued to receive certain rent relief requests in July and August 2020, most often in the form of rent deferral requests, as a result of COVID-19. The Company is evaluating each customer relief request on an individual basis, considering a number of factors. Where appropriate, the Company has restructured leases and may restructure additional leases to provide temporary rent relief needed by certain customers while positioning itself to recapture abated rent over time; however, rent relief requests have remained steady and have not had a material impact on the Company’s condensed consolidated financial statements as of June 30, 2020. Not all customer requests will ultimately result in modification of lease agreements, nor is the Company forgoing its contractual rights under its lease agreements. The Company can provide no assurances that it will be able to recover unpaid rent.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the terms “we,” “our,” or “us” refer to Black Creek Industrial REIT IV Inc. and its consolidated subsidiaries. The following discussion and analysis should be read together with our unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes certain statements that may be deemed forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements relate to, without limitation, our ability to raise capital and effectively and timely deploy the net proceeds of our public offering, the expected use of net proceeds from the public offering, our reliance on the Advisor and BCI IV Advisors Group LLC (the “Sponsor”), our understanding of our competition and our ability to compete effectively, our financing needs, our expected leverage, the effects of our current strategies, rent and occupancy growth, general conditions in the geographic area where we will operate, our future debt and financial position, our future capital expenditures, future distributions and acquisitions (including the amount and nature thereof), other developments and trends of the real estate industry, investment strategies and the expansion and growth of our operations. Forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “project,” or the negative of these words or other comparable terminology. These statements are not guarantees of future performance, and involve certain risks, uncertainties and assumptions that are difficult to predict.

The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions, and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, present and future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Factors that could have a material adverse effect on our operations and future prospects include, but are not limited to:

Our ability to raise capital and effectively deploy the net proceeds raised in our public offerings in accordance with our investment strategy and objectives;

The failure of properties to perform as we expect;

Risks associated with acquisitions, dispositions and development of properties;

Our failure to successfully integrate acquired properties and operations;

Unexpected delays or increased costs associated with any development projects;

The availability of cash flows from operating activities for distributions and capital expenditures;

Defaults on or non-renewal of leases by customers, lease renewals at lower than expected rent, or failure to lease properties at all or on favorable rents and terms;

Difficulties in economic conditions generally and the real estate, debt, and securities markets specifically, including those related to the COVID-19 pandemic;

Legislative or regulatory changes, including changes to the laws governing the taxation of real estate investment trusts (“REITs”);

Our failure to obtain, renew, or extend necessary financing or access the debt or equity markets;

Conflicts of interest arising out of our relationships with the Sponsor, the Advisor, and their affiliates;

Risks associated with using debt to fund our business activities, including re-financing and interest rate risks;

Increases in interest rates, operating costs, or greater than expected capital expenditures;

Changes to GAAP; and

Our ability to continue to qualify as a REIT.

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Any of the assumptions underlying forward-looking statements could prove to be inaccurate. Our stockholders are cautioned not to place undue reliance on any forward-looking statements included in this Quarterly Report on Form 10-Q. All forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and the risk that actual results will differ materially from the expectations expressed in this Quarterly Report on Form 10-Q will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements after the date of this Quarterly Report on Form 10-Q, whether as a result of new information, future events, changed circumstances, or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Quarterly Report on Form 10-Q, including, without limitation, the risks described under “Risk Factors,” the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Quarterly Report on Form 10-Q will be achieved.

OVERVIEW

General

Black Creek Industrial REIT IV Inc. is a Maryland corporation formed on August 12, 2014 to make investments in income-producing real estate assets consisting primarily of high-quality distribution warehouses and other industrial properties that are leased to creditworthy corporate customers. We currently operate as a REIT for U.S. federal income tax purposes, and elected to be treated as a REIT beginning with our taxable year ended December 31, 2017. We utilize an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) organizational structure to hold all or substantially all of our assets through the Operating Partnership.

On September 5, 2019, our initial public offering was terminated immediately upon the effectiveness of our registration statement for our follow-on public offering of up to $2.0 billion of shares of our common stock, and the follow-on public offering commenced the same day. Under the follow-on public offering, we are offering up to $1.5 billion of shares of our common stock in our primary offering and up to $500.0 million of shares of our common stock pursuant to our distribution reinvestment plan, in any combination of Class T shares, Class W shares and Class I shares. We may reallocate amounts between the primary offering and distribution reinvestment plan. Our follow-on public offering is a continuous offering that will end no later than September 5, 2021, unless extended in accordance with federal securities laws.

Pursuant to our public offerings, we offered and continue to offer shares of our common stock at the “transaction price,” plus applicable selling commissions and dealer manager fees. The “transaction price” generally is equal to the net asset value (“NAV”) per share of our common stock most recently disclosed. Our NAV per share is calculated as of the last calendar day of each month for each of our outstanding classes of common stock, and is available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to our distribution reinvestment plan are offered at the transaction price, as indicated above, in effect on the distribution date. We may update a previously disclosed transaction price in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share. See “Net Asset Value” below for further detail.

As of June 30, 2020, we had raised gross proceeds of approximately $1.2 billion from the sale of 118.6 million shares of our common stock and the issuance of notes payable in our public offerings, including shares issued pursuant to our distribution reinvestment plan. See “Note 7 to the Condensed Consolidated Financial Statements” for information concerning our public offerings.

As of June 30, 2020, we owned and managed a real estate portfolio that included 55 industrial buildings totaling approximately 11.6 million square feet located in 18 markets throughout the U.S., with 103 customers, and was 97.1% leased and occupied with a weighted-average remaining lease term (based on square feet) of 4.8 years. The occupied rate reflects the square footage with a paying customer in place. The leased rate includes the occupied square footage and additional square footage with leases in place that have not yet commenced.

We have used, and intend to continue to use, the net proceeds from our offerings primarily to make investments in real estate assets. We may use the net proceeds from our offerings to make other real estate-related investments and debt investments and to pay distributions. The number and type of properties we may acquire and debt and other investments we may make will depend upon real estate market conditions, the amount of proceeds we raise in our offerings, and other circumstances existing at the time we make our investments.

Our primary investment objectives include the following:

preserving and protecting our stockholders’ capital contributions;

providing current income to our stockholders in the form of regular cash distributions; and

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realizing capital appreciation upon the potential sale of our assets or other liquidity events.

There is no assurance that we will attain our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.

We may acquire assets free and clear of mortgage or other indebtedness by paying the entire purchase price in cash or equity securities, or a combination thereof, and we may selectively encumber all or only certain assets with debt. The proceeds from our borrowings may be used to fund investments, make capital expenditures, pay distributions, and for general corporate purposes.

We expect to execute our corporate financing strategy by considering various lending sources, which may include long-term fixed-rate mortgage loans, unsecured or secured lines of credit or term loans, private placement or public bond issuances, and the assumption of existing loans in connection with certain property acquisitions, or any combination of the foregoing.

Net Asset Value

Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. See our valuation procedures, incorporated by reference as Exhibit 99.2 to this Quarterly Report on Form 10-Q, for a more detailed description of our valuation procedures, including important disclosures regarding real property valuations provided by Altus Group U.S. Inc. (the “Independent Valuation Advisor”). All parties engaged by us in the calculation of our NAV, including the Advisor, are subject to the oversight of our board of directors. Generally, all of our real properties are appraised once each calendar year by third party appraisal firms in accordance with our valuation procedures and such appraisals are reviewed by the Independent Valuation Advisor. As used below, “Fund Interests” means our outstanding shares of common stock, along with the partnership units in the Operating Partnership (“OP Units”) held directly or indirectly by the Sponsor, and “Aggregate Fund NAV” means the NAV of all of the Fund Interests.

Our valuation procedures, which address specifically each category of our assets and liabilities and are applied separately to the preparation of our financial statements in accordance with GAAP, involve adjustments from historical cost. There are certain factors which cause NAV to be different from net book value on a GAAP basis. Most significantly, the valuation of our real estate assets, which is the largest component of our NAV calculation, is provided to us by the Independent Valuation Advisor on a monthly basis. For GAAP purposes, these assets are generally recorded at depreciated or amortized cost. Other examples that will cause our NAV to differ from our GAAP net book value include the straight-lining of rent, which results in a receivable for GAAP purposes that is not included in the determination of our NAV. Third party appraisers may value our individual real estate assets using appraisal standards that deviate from fair value standards under GAAP. The use of such appraisal standards may cause our NAV to deviate from GAAP fair value principles. We did not develop our valuation procedures with the intention of complying with fair value concepts under GAAP and, therefore, there could be differences between our fair values and the fair values derived from the principal market or most advantageous market concepts of establishing fair value under GAAP.

The following table sets forth the components of Aggregate Fund NAV as of June 30, 2020 and December 31, 2019:

As of As of (in thousands) June 30, 2020 December 31, 2019

Investments in industrial properties $ 1,242,700 $ 923,600 Cash and cash equivalents 434,513 51,178 Other assets 7,429 1,423 Line of credit, term loan and mortgage notes (464,250) (464,826)Other liabilities (23,408) (11,092)Accrued performance component of advisory fee (3,261) (2,913)Accrued fixed component of advisory fee (793) (593)Aggregate Fund NAV $ 1,192,930 $ 496,777 Total Fund Interests outstanding 118,593 49,302

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The following table sets forth the NAV per Fund Interest as of June 30, 2020:

(in thousands, except per Fund Interest data) Total Class T Shares Class W Shares Class I Shares OP Units

Monthly NAV $ 1,192,930 $ 1,111,199 $ 55,990 $ 22,110 $ 3,631 Fund Interests outstanding 118,593 110,468 5,566 2,198 361 NAV Per Fund Interest $ 10.0591 $ 10.0591 $ 10.0591 $ 10.0591 $ 10.0591 Under GAAP, we record liabilities for ongoing distribution fees that (i) we currently owe under the terms of the dealer manager agreement and (ii) we estimate we may pay to the Dealer Manager in future periods for shares of our common stock. As of June 30, 2020, we estimated approximately $42.3 million of ongoing distribution fees were potentially payable to the Dealer Manager. We intend for our NAV to reflect our estimated value on the date that we determine our NAV. As such, we do not deduct the liability for estimated future distribution fees in our calculation of NAV that may become payable after the date as of which our NAV is calculated.

The valuations of our real property as of June 30, 2020 were provided by the Independent Valuation Advisor in accordance with our valuation procedures. Certain key assumptions that were used by the Independent Valuation Advisor in the discounted cash flow analysis are set forth in the following table:

Weighted-Average Basis

Exit capitalization rate 5.4 % Discount rate / internal rate of return 6.4 % Holding period of real properties (years) 10.0 A change in the rates used would impact the calculation of the value of our real properties. For example, assuming all other factors remain constant, the hypothetical changes listed below would result in the following effects on the value of our real properties:

Increase (Decrease) to the Input Hypothetical Change NAV of Real Properties

Exit capitalization rate (weighted-average) 0.25% decrease 3.3 % 0.25% increase (3.0)% Discount rate (weighted-average) 0.25% decrease 2.0 % 0.25% increase (2.0)% From November 1, 2017 through January 31, 2020, we valued our debt-related investments and real estate-related liabilities generally in accordance with fair value standards under GAAP. Beginning with our valuation for February 29, 2020, our property-level mortgages and our corporate-level credit facilities that are intended to be held to maturity, including those subject to interest rate hedges, were valued at par (i.e. at their respective outstanding balances). In addition, because we utilize interest rate hedges to stabilize interest payments (i.e. to fix all-in interest rates through interest rate swaps or to limit interest rate exposure through interest rate caps) on individual loans, each loan and associated interest rate hedge is treated as one financial instrument which is valued at par if intended to be held to maturity. This policy of valuing at par applies regardless of whether any given interest rate hedge is considered as an asset or liability for GAAP purposes. We currently estimate the fair value of our debt (inclusive of associated interest rate hedges) that was intended to be held to maturity as of June 30, 2020 was $5.3 million higher than par for such debt in aggregate, meaning that if we used the fair value of our debt rather than par (and treated the associated hedge as part of the same financial instrument), our NAV would be lower by approximately $5.3 million, or $0.05 per share, as of June 30, 2020. As of June 30, 2020, we classified all of our debt as intended to be held to maturity. See “Performance” below for further information concerning the impact of interest rate movements on our share returns assuming we continue to include the mark-to-market adjustments for all borrowing-related interest rate hedge and debt instruments.

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Performance

Our NAV decreased from $10.0763 per share as of December 31, 2019 to $10.0591 per share as of June 30, 2020. The decrease in NAV was primarily driven by the repayment of organization and offering costs that were previously funded on behalf of the Company by the Advisor, partially offset by the performance of our real estate portfolio in the second quarter, which includes the performance of eight operating properties acquired during the six months ended June 30, 2020, for an aggregate purchase price of $277.0 million. Additionally, in light of current economic conditions, the Independent Valuation Advisor recently made certain COVID-19 related adjustments to the cash flows used to determine our real estate valuations, which ultimately drive our NAV. The adjustments primarily relate to increased credit loss reserves in light of potential business disruptions caused by COVID-19. We believe these adjustments reflect the current risk to our portfolio as a result of COVID-19, and the Independent Valuation Advisor will continue to update these assumptions as events unfold.

As noted above, effective February 29, 2020, our board of directors approved amendments to our valuation procedures which revised the way we value property-level mortgages, corporate-level credit facilities and associated interest rate hedges when loans, including associated interest rate hedges, are intended to be held to maturity, effectively eliminating all mark-to-market adjustments for such loans and hedges from the calculation of our NAV. The following table summarizes the impact of interest rate movements on our Class I share return assuming we continued to include the mark-to-market adjustments for all borrowing-related interest rate hedge and debt instruments beginning with the February 29, 2020 NAV:

One-Year Since NAV Trailing (Trailing Inception (as of June 30, 2020) Three-Months (1) Year-to-Date (1) 12-Months) (1) Annualized (1)(2)(3)

Class T Share Total Return (with Sales Charge) (3) (3.49)% (2.53) % (0.17)% 2.98 %Adjusted Class T Share Total Return (with Sales Charge) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4) (3.21)% (2.69) % (0.33)% 2.92 %Difference (0.28)% 0.16 % 0.16 % 0.06 % Class T Share Total Return (without Sales Charge) (3) 1.06 % 2.07 % 4.54 % 4.78 %Adjusted Class T Share Total Return (without Sales Charge) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4) 1.35 % 1.90 % 4.36 % 4.71 %Difference (0.29)% 0.17 % 0.18 % 0.07 % Class W Share Total Return (3) 1.18 % 2.32 % 5.05 % 5.35 %Adjusted Class W Share Total Return (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4) 1.47 % 2.15 % 4.87 % 5.25 %Difference (0.29)% 0.17 % 0.18 % 0.10 % Class I Share Total Return (3) 1.31 % 2.57 % 5.57 % 5.82 %Adjusted Class I Share Total Return (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4) 1.60 % 2.40 % 5.39 % 5.74 %Difference (0.29)% 0.17 % 0.18 % 0.08 %

(1) Performance is measured by total return, which includes income and appreciation (i.e., distributions and changes in NAV) and

reinvestment of all distributions (“Total Return”) for the respective time period. Past performance is not a guarantee of future results. Performance data quoted above is historical. Current performance may be higher or lower than the performance data quoted. Actual individual stockholder returns will vary. The returns have been prepared using unaudited data and valuations of the underlying investments in our portfolio, which are estimates of fair value and form the basis for our NAV. Valuations based upon unaudited or estimated reports from the underlying investments may be subject to later adjustments or revisions, may not correspond to realized value and may not accurately reflect the price at which assets could be liquidated on any given day.

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(2) The inception date for Class I shares and Class T shares was November 1, 2017, which is when shares of our common stock were first issued to third-party investors in our initial public offering. The inception date for Class W shares was July 2, 2018, which is when Class W shares of common stock were first issued to third-party investors.

(3) The Total Returns presented are based on the actual NAVs at which stockholders transacted, calculated pursuant to our valuation procedures. With respect to the “Class T Share Total Return (with Sales Charge),” the Total Returns are calculated assuming the stockholder also paid the maximum upfront selling commission, dealer manager fee and ongoing distribution fees in effect during the time period indicated. With respect to “Class T Share Total Return (without Sales Charge),” the Total Returns are calculated assuming the stockholder did not pay any upfront selling commission or dealer manager fee, but did pay the maximum ongoing distribution fees in effect during the time period indicated. From NAV inception to January 31, 2020, these NAVs reflected mark-to-market adjustments on our borrowing-related debt instruments and our borrowing-related interest rate hedge positions.

(4) The Adjusted Total Returns presented are based on adjusted NAVs calculated as if we had continued to mark our borrowing-related hedge and debt instruments to market following a policy change to largely exclude borrowing-related interest rate hedge and debt marks to market from our NAV calculations (except in certain circumstances pursuant to our valuation procedures), beginning with our NAV calculated as of February 29, 2020. Therefore, the NAVs used in the calculation of Adjusted Total Returns were calculated in the same manner as the NAVs used in the calculation of the unadjusted total return for periods through January 31, 2020. The Adjusted Total Returns include the incremental impact of the adjusted NAVs on advisory fees and performance fees; however, they do not include the incremental impact that the adjusted NAVs would have had on any expense support from our Advisor, or the prices at which shares were purchased in our public offering or pursuant to our share redemption program. For calculation purposes, transactions in our common stock were assumed to occur at the adjusted NAVs.

Impacts of COVID-19

The global pandemic and resulting shut down of large parts of the U.S. economy has created significant uncertainty and enhanced investment risk across many asset classes, including real estate. The extent of the impact on the commercial real estate sector continues to vary dramatically across real estate property types and markets, with certain property segments affected particularly harshly. While not immune to the effects of COVID-19, the industrial property sector continues to remain relatively resilient and we believe we are well-positioned to navigate this unprecedented period. From December 31, 2019 and through August 5, 2020, we raised over $788.8 million in equity capital. We believe that the increased pace at which we raised capital in early 2020 was primarily due to an influx of capital from IPT shareholders who determined to invest in our common shares following the completion of IPT’s asset sale in January 2020. As a result, our balance sheet as of June 30, 2020 was strong with over $400.0 million of cash and less than 30% leverage, calculated as our total borrowings outstanding divided by the fair value of our real property plus cash and cash equivalents. We have continued to see steady capital inflows from new investors who invested $189.0 million of new capital into the Company during the second quarter. See “—Liquidity and Capital Resources—Capital Resources and Uses of Liquidity—Offering Proceeds” for further information concerning capital raised thus far in 2020 and our expectations regarding the pace of capital raising in the near term. In addition, our portfolio was 97.1% leased and occupied as of June 30, 2020 and is diversified across 55 assets totaling 11.6 million square feet. Our buildings contain a diverse roster of 103 customers, large and small, spanning a multitude of industries and sectors across 18 markets, with a strategic weighting towards top tier markets where we have historically seen the lowest volatility combined with positive returns over time.

Our tenured and experienced asset management teams are working directly with our customers to manage through these turbulent times. Many of our customers’ businesses have been disrupted and some of our more impacted customers are experiencing lost revenue. Our teams are working with these customers to ensure they take advantage of any available insurance and government stimulus programs, which may help them pay rent whether in full or in part. Where appropriate, we have restructured leases and may restructure additional leases to provide temporary rent relief needed by certain customers while positioning ourselves to recapture abated rent over time. After adjusting for customers with such forbearance agreements in place, we received or agreed to defer 99% of our rent originally payable for the second quarter of 2020, compared to average annual collections of over 99% prior to the pandemic. We have executed or agreed to such forbearance agreements with approximately 5% of our customers (based on second quarter gross rent). Within our existing portfolio, and without adjusting for the effects of these forbearance agreements, we received 94% of our contractual rent for the second quarter of 2020, and 97% of our contractual rent for July. Rent relief requests have remained steady and did not have a material impact on our results of operations for the six months ended June 30, 2020. We can provide no assurances that we will be able to continue to collect rent at the same level that we did prior to the pandemic. Furthermore, we can provide no assurances that we will be able to recover unpaid rent.

While the uncertain length and depth of the damage from business disruptions remain a significant risk, we believe our NAV as of June 30, 2020 currently reflects this uncertainty, as the Independent Valuation Advisor has proactively increased credit loss reserves that may result from forbearance agreements or increased vacancies in the broader market since the start of the COVID-19 pandemic. While we have not yet seen a reduction in deployment, going forward, the market disruption may slow our pace of

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deployment as sellers may be less willing to transact. Slower deployment of capital into income producing real estate further reduces near-term cash flow generated to cover our distributions to our stockholders and may cause us to reduce our NAV in future periods in the absence of asset appreciation or expense support from the Advisor. However, we believe our strong balance sheet and ability as an operator will allow us to be a patient buyer of assets in order to maximize long-term total return and value creation for our stockholders.

RESULTS OF OPERATIONS

Summary of 2020 Activities

During the six months ended June 30, 2020, we completed the following activities:

Our NAV was $10.0591 per share as of June 30, 2020 as compared to $10.0763 per share as of December 31, 2019.

We raised $724.5 million of gross equity capital from our public offerings during the six months ended June 30, 2020.

We acquired 10 industrial buildings comprised of 3.1 million square feet for an aggregate purchase price of approximately $295.8 million, which is equal to the total consideration paid. We funded these acquisitions with proceeds from our public offerings and debt financings.

We entered into interest rate swaps with an aggregate notional amount of $150.0 million during the first quarter of 2020 to hedge LIBOR on our term loan, including one that became effective during the second quarter. These interest rate swaps, in combination with those already in place, effectively fix LIBOR at a weighted-average of 1.14% and result in an all-in interest rate on our term loan ranging from 1.84% to 2.60% depending on our consolidated leverage ratio.

Portfolio Information

Our total owned and managed portfolio was as follows:

As of (square feet in thousands) June 30, 2020 December 31, 2019 June 30, 2019

Portfolio data: Total buildings 55 45 34 Total rentable square feet 11,618 8,486 5,677 Total number of customers 103 103 86 Percent occupied of total portfolio (1) 97.1 % 98.7 % 99.1 %Percent leased of total portfolio (1) 97.1 % 100.0 % 99.6 %

(1) See “Overview—General” above for a description of the occupied and leased rates.

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Results for the Three and Six Months Ended June 30, 2020 Compared to the Same Periods in 2019

The following table summarizes the changes in our results of operations for the three and six months ended June 30, 2020 as compared to the same periods in 2019. We evaluate the performance of consolidated operating properties we own and manage using a same store analysis because the population of properties in this analysis is consistent from period to period, thereby eliminating the effects of any material changes in the composition of the aggregate portfolio on performance measures. We have defined the same store portfolio to include consolidated operating properties owned for the entirety of both the current and prior reporting periods for which the operations had been stabilized. “Other properties” includes buildings not meeting the same store criteria. The same store operating portfolio for the three month periods presented below included 17 buildings totaling approximately 3.2 million square feet owned as of April 1, 2019, which represented 27.2% of total rentable square feet, 35.6% of total revenues, and 35.4% of net operating income for the three months ended June 30, 2020. The same store operating portfolio for the six month periods presented below included 13 buildings totaling approximately 2.7 million square feet owned as of January 1, 2019, which represented 23.6% of total rentable square feet, 31.0% of total revenues, and 31.4% of net operating income for the six months ended June 30, 2020.

For the Three Months Ended June 30, For the Six Months Ended June 30, (in thousands, except per share data) 2020 2019 Change %Change 2020 2019 Change %Change Rental revenues: Same store operating properties $ 6,538 $ 6,341 $ 197 3.1 % $ 10,891 $ 10,656 $ 235 2.2 %Other properties 11,807 660 11,147 NM 24,231 2,308 21,923 NM Total rental revenues 18,345 7,001 11,344 NM 35,122 12,964 22,158 NM Rental expenses: Same store operating properties (1,567) (1,429) (138) 9.7 % (2,479) (2,387) (92) 3.9 %Other properties (2,716) (120) (2,596) NM (5,892) (584) (5,308) NM Total rental expenses (4,283) (1,549) (2,734) NM (8,371) (2,971) (5,400) NM Net operating income: Same store operating properties 4,971 4,912 59 1.2 % 8,412 8,269 143 1.7 %Other properties 9,091 540 8,551 NM 18,339 1,724 16,615 NM

Total net operating income 14,062 5,452 8,610 NM 26,751 9,993 16,758 NM Other (expenses) income: Real estate-related depreciation and amortization (10,728) (3,887) (6,841) NM (20,448) (7,015) (13,433) NM General and administrative expenses (1,130) (638) (492) 77.1 % (1,952) (1,243) (709) 57.0 %Advisory fees, related party (5,096) (1,547) (3,549) NM (7,156) (2,735) (4,421) NM Acquisition costs and reimbursements (753) (696) (57) 8.2 % (1,612) (1,574) (38) 2.4 %Other expense reimbursements, related party (664) (491) (173) 35.2 % (1,493) (963) (530) 55.0 %Interest expense and other (2,821) (1,154) (1,667) NM (5,697) (2,355) (3,342) NM Total expense support from (reimbursement to) the Advisor, net 5,788 1,045 4,743 NM 10,322 (1,160) 11,482 NM

Total other expenses (15,404) (7,368) (8,036) NM (28,036) (17,045) (10,991) 64.5 %Net loss (1,342) (1,916) 574 30.0 % (1,285) (7,052) 5,767 81.8 %Net loss attributable to redeemable noncontrolling interest 4 4 — — % 4 18 (14) 77.8 %Net loss attributable to noncontrolling interests — — — — % — — — — %Net loss attributable to common stockholders $ (1,338) $ (1,912) $ 574 30.0 % $ (1,281) $ (7,034) $ 5,753 81.8 %Weighted-average shares outstanding 115,419 34,452 80,967 95,026 30,248 64,778 Net loss per common share - basic and diluted $ (0.01) $ (0.06) $ 0.04 $ (0.01) $ (0.23) $ 0.22

Rental Revenues. Rental revenues are comprised of rental income, straight-line rent, and amortization of above- and below-market lease assets and liabilities. Total rental revenues increased by approximately $11.3 million and $22.2 million for the three and six months ended June 30, 2020, respectively, as compared to the same periods in 2019, primarily due to an increase in non-same store revenues, which was attributable to the significant growth in our portfolio during the past 12 months. For the three and six months ended June 30, 2020, non-same store rental revenues reflect the addition of 42 and 38 buildings we have acquired since January 1, 2019 and April 1, 2019, respectively. Same store rental revenues increased $0.2 million, or 3.1%, and $0.2 million, or 2.2%, for the three and six months ended June 30, 2020, respectively, as compared to the same periods in 2019, primarily due to an increase in recoverable expenses that resulted in increases to recovery revenue.

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Rental Expenses. Rental expenses include certain property operating expenses typically reimbursed by our customers, such as real estate taxes, property insurance, repair and maintenance, and utilities. Total rental expenses increased by approximately $2.7 million and $5.4 million for the three and six months ended June 30, 2020, respectively, as compared to the same period in 2019, primarily due to an increase in non-same store rental expenses attributable to the significant growth in our portfolio since January 1, 2019. Same store rental expenses increased by $0.1 million, or 9.7%, and $0.1 million, or 3.9%, for the three and six months ended June 30, 2020, respectively, as compared to the same periods in 2019, primarily due to an increase in portfolio-wide property taxes, partially offset by a decrease in repairs and maintenance, including lower snow removal and HVAC costs.

Other Expenses. Other expenses, in aggregate, increased by approximately $8.0 million and $11.0 million for the three and six months ended June 30, 2020, respectively, as compared to the same periods in 2019, primarily due to the following:

an increase in real estate-related depreciation and amortization expense and advisory fees totaling an aggregate amount of $10.4 million and $17.9 million for the three and six months ended June 30, 2020, respectively, as a result of the growth in our portfolio as compared to the same periods in 2019;

an increase in interest expense of $1.7 million and $3.3 million for the three and six months ended June 30, 2020, respectively, primarily related to: (i) an increase in the interest expense from the two mortgage notes assumed in connection with the acquisition of the Dallas Infill Industrial Portfolio in June 2019 of $0.9 million for the three and six months ended June 30, 2020 as compared to the same periods in 2019; and (ii) an increase in the interest expense of $0.8 million and $2.8 million from borrowings under the term loan due to an increase in average net borrowings of $273.0 million and $270.6 million for the three and six months ended June 30, 2020, respectively; partially offset by a decrease in interest from borrowings under the line of credit due to a decrease in average net borrowings of $12.7 million and $20.3 million for the three and six months ended June 30, 2020, respectively, as compared to the same periods in 2019; and

Partially offset by:

a net increase in the expense support from the Advisor of $4.7 million and $11.5 million for the three and six months ended June 30, 2020, respectively, due to the $5.8 million and $10.3 million of net expense support received for the three and six months ended June 30, 2020, respectively, as compared to the $1.0 million of net expense support received for the three months ended June 30, 2019 and the net reimbursement to the Advisor of $1.2 million pursuant to the expense support agreement between us and the Advisor of deferred fees and other expenses that were previously supported for the six months ended June 30, 2019.

ADDITIONAL MEASURES OF PERFORMANCE

Net Loss and Net Operating Income (“NOI”)

We define NOI as GAAP rental revenues less GAAP rental expenses. We consider NOI to be an appropriate supplemental performance measure and believe NOI provides useful information to our investors regarding our results of operations because NOI reflects the operating performance of our properties and excludes certain items that are not considered to be controllable in connection with the management of the properties, such as real estate-related depreciation and amortization, acquisition-related expenses, impairment charges, general and administrative expenses and interest expense. However, NOI should not be viewed as an alternative measure of our financial performance since it excludes such expenses, which expenses could materially impact our results of operations. Further, our NOI may not be comparable to that of other real estate companies as they may use different methodologies for calculating NOI. Therefore, we believe our net income (loss), as defined by GAAP, to be the most appropriate measure to evaluate our overall performance. Refer to “Results of Operations” above for a reconciliation of our GAAP net income (loss) to NOI for the three and six months ended June 30, 2020 and 2019.

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Funds from Operations (“FFO”), Company-defined Funds from Operations (“Company-defined FFO”) and Modified Funds from Operations (“MFFO”)

We believe that FFO, Company-defined FFO, and MFFO, in addition to net income (loss) and cash flows from operating activities as defined by GAAP, are useful supplemental performance measures that our management uses to evaluate our consolidated operating performance. However, these supplemental, non-GAAP measures should not be considered as an alternative to net income (loss) or to cash flows from operating activities as an indication of our performance and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders. No single measure can provide users of financial information with sufficient information and only our disclosures read as a whole can be relied upon to adequately portray our financial position, liquidity, and results of operations. Fees deferred or waived by the Advisor and payments received from the Advisor and/or reimbursed to the Advisor pursuant to the expense support agreement are included in determining our net income (loss), which is used to determine FFO, Company-defined FFO, and MFFO. If we had not received support from the Advisor and/or reimbursed the Advisor pursuant to the expense support agreement, our FFO, Company-defined FFO, and MFFO would have been lower or higher. In addition, other REITs may define FFO and similar measures differently and choose to treat acquisition-related costs and potentially other accounting line items in a manner different from us due to specific differences in investment and operating strategy or for other reasons.

FFO. As defined by the National Association of Real Estate Investment Trusts (“NAREIT”), FFO is a non-GAAP measure that excludes certain items such as real estate-related depreciation and amortization. We believe FFO is a meaningful supplemental measure of our operating performance that is useful to investors because depreciation and amortization in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. We use FFO as an indication of our consolidated operating performance and as a guide to making decisions about future investments.

Company-defined FFO. Similar to FFO, Company-defined FFO is a non-GAAP measure that excludes real estate-related depreciation and amortization and also excludes acquisition-related costs, which are characterized as expenses in determining net income (loss) under GAAP. The purchase of operating properties has been a key strategic objective of our business plan focused on generating growth in operating income and cash flow in order to make distributions to investors. However, the corresponding acquisition-related costs are driven by transactional activity rather than factors specific to the on-going operating performance of our properties or investments. Company-defined FFO may not be a complete indicator of our operating performance, and may not be a useful measure of the long-term operating performance of our properties if we do not continue to operate our business plan as disclosed.

MFFO. As defined by the Institute for Portfolio Alternatives (“IPA”), MFFO is a non-GAAP supplemental financial performance measure used to evaluate our operating performance. Similar to FFO, MFFO excludes items such as real estate-related depreciation and amortization. Similar to Company-defined FFO, MFFO excludes acquisition-related costs. MFFO also excludes straight-line rent and amortization of above- and below-market leases. In addition, there are certain other MFFO adjustments as defined by the IPA that are not applicable to us and are not included in our presentation of MFFO.

We are in the acquisition phase of our life cycle. Management does not include historical acquisition-related costs in its evaluation of future operating performance, as such costs are not expected to be incurred once our acquisition phase is complete. We use FFO, Company-defined FFO and MFFO to, among other things: (i) evaluate and compare the potential performance of the portfolio after the acquisition phase is complete, and (ii) evaluate potential performance to determine liquidity event strategies. Although some REITs may present similar measures differently from us, we believe FFO, Company-defined FFO and MFFO generally facilitate a comparison to other REITs that have similar operating characteristics to us. We believe investors are best served if the information that is made available to them allows them to align their analyses and evaluation with the same performance metrics used by management in planning and executing our business strategy. We believe that these performance metrics will assist investors in evaluating the potential performance of the portfolio after the completion of the acquisition phase. However, these supplemental, non-GAAP measures are not necessarily indicative of future performance and should not be considered as an alternative to net loss or to cash flows from operating activities and is not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. Neither the SEC, NAREIT, nor any regulatory body has passed judgment on the acceptability of the adjustments used to calculate FFO, Company-defined FFO and MFFO. In the future, the SEC, NAREIT, or a regulatory body may decide to standardize the allowable adjustments across the non-traded REIT industry at which point we may adjust our calculation and characterization of FFO, Company-defined FFO and MFFO.

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The following unaudited table presents a reconciliation of GAAP net income (loss) to NAREIT FFO, Company-defined FFO and MFFO:

For the Period From Inception For the Three Months Ended June 30, For the Six Months Ended June 30, (August 12, 2014) to (in thousands, except per share data) 2020 2019 2020 2019 June 30, 2020

GAAP net loss attributable to common stockholders $ (1,338) $ (1,912) $ (1,281) $ (7,034) $ (27,844)GAAP net loss per common share (0.01) $ (0.06) (0.01) $ (0.23) $ (1.66)Reconciliation of GAAP net income (loss) to NAREIT FFO: GAAP net loss attributable to common stockholders $ (1,338) $ (1,912) $ (1,281) $ (7,034) $ (27,844)Add (deduct) NAREIT adjustments:

Real estate-related depreciation and amortization 10,728 3,887 20,448 7,015 46,225 Redeemable noncontrolling interest's share of real estate-related depreciation and amortization (33) (9) (62) (18) (104)

NAREIT FFO attributable to common stockholders $ 9,357 $ 1,966 $ 19,105 $ (37) $ 18,277 NAREIT FFO per common share $ 0.08 $ 0.06 $ 0.20 $ (0.00) $ 1.09 Reconciliation of NAREIT FFO to Company-defined FFO: NAREIT FFO attributable to common stockholders $ 9,357 $ 1,966 $ 19,105 $ (37) $ 18,277 Add (deduct) Company-defined adjustments:

Acquisition costs and reimbursements 753 696 1,612 1,574 9,580 Redeemable noncontrolling interest's share of acquisition expense reimbursements, related party (2) (2) (5) (4) (11)

Company-defined FFO attributable to common stockholders $ 10,108 $ 2,660 $ 20,712 $ 1,533 $ 27,846 Company-defined FFO per common share $ 0.09 $ 0.08 $ 0.22 $ 0.05 $ 1.66 Reconciliation of Company-defined FFO to MFFO: Company-defined FFO attributable to common stockholders $ 10,108 $ 2,660 $ 20,712 $ 1,533 $ 27,846 Add (deduct) MFFO adjustments:

Straight-line rent and amortization of above/below-market leases (2,505) (907) (3,923) (1,752) (10,017)Redeemable noncontrolling interest's share of straight-line rent and amortization of above/below-market leases 8 2 12 4 20

MFFO attributable to common stockholders $ 7,611 $ 1,755 $ 16,801 $ (215) $ 17,849 MFFO per common share $ 0.07 $ 0.05 $ 0.18 $ (0.01) $ 1.06 Weighted-average shares outstanding 115,419 34,452 95,026 30,248 16,793 We believe that: (i) our NAREIT FFO of $9.4 million, or $0.08 per share, as compared to the total gross distributions declared (which are paid in cash or reinvested in shares offered through our distribution reinvestment plan) in the amount of $15.7 million, or $0.14 per share, for the three months ended June 30, 2020; (ii) our NAREIT FFO of $19.1 million, or $0.20 per share, as compared to the total gross distributions declared (which are paid in cash or reinvested in shares offered through our distribution reinvestment plan) in the amount of $25.9 million, or $0.27 per share, for the six months ended June 30, 2020; and (iii) our NAREIT FFO of $18.3 million, or $1.09 per share, as compared to the total gross distributions declared (which are paid in cash or reinvested in shares offered through our distribution reinvestment plan) of $51.4 million, or $2.02 per share, for the period from inception (August 12, 2014) to June 30, 2020, are not indicative of future performance as we are in the acquisition phase of our life cycle and still receive expense support from the Advisor. See “Liquidity and Capital Resources—Distributions” below for details concerning our distributions, which are paid in cash or reinvested in shares of our common stock by participants in our distribution reinvestment plan.

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our primary sources of capital for meeting our cash requirements during our acquisition phase are, and will be, net proceeds from our public offerings, including proceeds from the sale of shares offered through our distribution reinvestment plan, debt financings, cash resulting from the expense support provided by the Advisor and cash generated from operating activities. We currently intend to maintain an allocation of at least 10% of our NAV to cash and cash equivalents. Our principal uses of funds are, and will be, for the acquisition of properties and other investments, capital expenditures, operating expenses, payments under our debt obligations, and distributions to our stockholders. Over time, we intend to fund a majority of our cash needs for items other than asset acquisitions, including the repayment of debt and capital expenditures, from operating cash flows and refinancings. There may be a delay between the deployment of proceeds raised from our public offerings and our purchase of assets, which could result in a delay in the benefits to our stockholders, if any, of returns generated from our investments.

The global pandemic and resulting shut down of large parts of the U.S. economy has created significant uncertainty and enhanced investment risk across many asset classes, including real estate. The COVID-19 pandemic could have a material adverse effect on our financial condition, results of operations and cash flows as the reduced economic activity severely impacts certain of our customers’ businesses, financial condition and liquidity and may cause certain customers to be unable to meet their obligations to us in full. However, since December 31, 2019 and through August 5, 2020, we have raised over $788.8 million in equity capital. We believe that the increased pace at which we raised capital in early 2020 was primarily due to an influx of capital from IPT shareholders who determined to invest in our common shares following the completion of IPT’s asset sale in January 2020. As a result, our balance sheet as of June 30, 2020 was strong with over $400.0 million of cash and less than 30% leverage, calculated as our total borrowings outstanding divided by the fair value of our real property plus cash and cash equivalents. We have continued to see steady capital inflows from new investors who invested $189.0 million of new capital into the Company during the second quarter. See “—Capital Resources and Uses of Liquidity—Offering Proceeds” for further information concerning capital raised thus far in 2020 and our expectations regarding the pace of capital raising in the near term. In addition, our portfolio was 97.1% leased as of June 30, 2020 and is diversified across 55 assets totaling 11.6 million square feet. Our buildings contain a diverse roster of 103 customers, large and small, spanning a multitude of industries and sectors across 18 markets, with a strategic weighting towards top tier markets where we have historically seen the lowest volatility combined with positive returns over time. Within our existing portfolio, we collected 94% of our contractual rent for the second quarter of 2020, and 97% of our contractual rent for July.

The Advisor, subject to the oversight of our board of directors and, under certain circumstances, the investment committee or other committees established by our board of directors, will continue to evaluate potential acquisitions and will engage in negotiations with sellers and lenders on our behalf. Pending investment in property, debt, other investments, and our 10% cash allocation mentioned above, we may decide to temporarily invest any unused proceeds from our public offering in certain investments that are expected to yield lower returns than those earned on real estate assets. During these times of economic uncertainty, we have seen a slow down in transaction volume, which has adversely impacted our ability to acquire real estate assets, which would cause us to retain more lower yielding investments and hold them for longer periods of time while we seek to acquire additional real estate assets. These lower returns may affect our ability to make distributions to our stockholders. Potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, proceeds from the sale of assets, and undistributed funds from operations.

We believe that our cash on-hand, anticipated net offering proceeds, anticipated financing activities and cash resulting from the expense support provided by the Advisor will be sufficient to meet our liquidity needs for the foreseeable future.

Cash Flows. The following table summarizes our cash flows, as determined on a GAAP basis, for the following periods:

For the Six Months Ended June 30, (in thousands) 2020 2019 Change

Total cash provided by (used in): Operating activities $ 18,670 $ 4,581 $ 14,089 Investing activities (300,567) (253,799) (46,768)Financing activities 665,232 271,622 393,610 Net increase in cash, cash equivalents and restricted cash $ 383,335 $ 22,404 $ 360,931

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Cash provided by operating activities during the six months ended June 30, 2020 increased by approximately $14.1 million as compared to the same period in 2019, primarily due to the growth in our property operations. Cash used in investing activities during the six months ended June 30, 2020 increased by approximately $46.8 million as compared to the same period in 2019. While acquisition volume was comparable between periods, we assumed two mortgage notes in the aggregate amount of $49.3 million in connection with an acquisition in 2019, resulting in decreased cash flows used in investing activities as compared to 2020. Cash provided by financing activities during the six months ended June 30, 2020 increased approximately $393.6 million as compared to the same period in 2019 primarily due to an increase in net proceeds raised in our public offerings of $510.3 million, partially offset by a decrease of $111.2 million in our net borrowing activity.

Capital Resources and Uses of Liquidity

In addition to our cash and cash equivalents balance available, our capital resources and uses of liquidity are as follows:

Line of Credit and Term Loan. As of June 30, 2020, we had an aggregate of $730.0 million of commitments under our credit agreement, including $315.0 million under our line of credit and $415.0 million under our term loan. As of that date, we had no amounts outstanding under our line of credit and $415.0 million outstanding under our term loan with an effective interest rate of 2.24%, which includes the effect of the interest rate swap agreements. The unused and available portions under our line of credit were both $314.9 million as of June 30, 2020. There were no unused nor available amounts under our term loan as of June 30, 2020. Our $315.0 million line of credit matures in November 2023 and may be extended pursuant to a one-year extension option, subject to continuing compliance with certain financial covenants and other customary conditions. Our $415.0 million term loan matures in February 2024. Our line of credit and term loan borrowings are available for general corporate purposes including, but not limited to, the acquisition and operation of permitted investments by us. Refer to “Note 5 to the Condensed Consolidated Financial Statements” for additional information regarding our line of credit and term loan.

In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”), which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payment could change. In addition, uncertainty about the extent and manner of future changes may result in interest rate and/or payments that are higher or lower than if LIBOR were to remain available in the current form.

As of June 30, 2020, our line of credit and term loan are our only indebtedness with maturities beyond 2021 that have exposure to LIBOR. The agreement governing the term loan provides procedures for determining a replacement or alternative base rate in the event that LIBOR is discontinued. However, there can be no assurances as to whether such replacement or alternative base rate will be more or less favorable than LIBOR. As of June 30, 2020, we have interest rate swaps in place to hedge LIBOR on $350.0 million of commitments under our term loan. We intend to monitor the developments with respect to the potential phasing out of LIBOR after 2021 and work with our lenders to seek to ensure any transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR.

Mortgage Notes. As of June 30, 2020, we had property-level borrowings of approximately $49.3 million of principal outstanding with a weighted-average remaining term of 4.9 years. These borrowings are secured by mortgages or deeds of trust and related assignments and security interests in the collateralized properties, and had a weighted-average interest rate of 3.71%. Refer to “Note 5 to the Condensed Consolidated Financial Statements” for additional information regarding the mortgage notes.

Debt Covenants. Our line of credit, term loan and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, the agreement governing our line of credit and term loan contains certain corporate level financial covenants, including leverage ratio, fixed charge coverage ratio, and tangible net worth thresholds. These covenants may limit our ability to incur additional debt, to make borrowings under our line of credit, or to pay distributions. We were in compliance with all of our debt covenants as of June 30, 2020.

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Offering Proceeds. As of June 30, 2020, aggregate gross proceeds raised since inception from our public and private offerings, including proceeds raised through our distribution reinvestment plan, were $1.24 billion ($1.17 billion net of direct selling costs). These proceeds include $528.2 million from the sale of 50.6 million shares of our common stock for the three months ended March 31, 2020. We believe that the increased pace at which we raised capital in early 2020 was primarily due to an influx of capital from IPT shareholders who determined to invest in our common shares following the receipt of a special distribution from IPT related to the completion of IPT’s asset sale in January 2020. Due to the unique nature of these circumstances, we do not expect that this increased pace will be sustained throughout 2020. Although we have continued to steadily raise capital, with $189.0 million of new capital inflows during the second quarter, we have noted a slowdown in capital raising, which we attribute primarily to the COVID-19 pandemic. In addition, due to the economic disruption created by the COVID-19 pandemic, we expect the pace of capital raising to be slower in the near term and to return to a pace more consistent with or slower than the pace we experienced during 2019.

Distributions. We intend to continue to accrue and make distributions on a regular basis. For the six months ended June 30, 2020, approximately 2.1% of our total gross distributions were paid from cash flows from operating activities, as determined on a GAAP basis, and 97.9% of our total gross distributions were funded from sources other than cash flows from operating activities, as determined on a GAAP basis; specifically 48.1% of our total gross distributions were paid from cash provided by expense support from the Advisor, and 49.8% of our total gross distributions were funded with proceeds from shares issued pursuant to our distribution reinvestment plan. Some or all of our future distributions may be paid from sources other than cash flows from operating activities, such as cash flows from financing activities, which include borrowings (including borrowings secured by our assets), proceeds from the issuance of shares pursuant to our distribution reinvestment plan, proceeds from sales of assets, cash resulting from a waiver or deferral of fees otherwise payable to the Advisor or its affiliates (including cash received pursuant to the expense support agreement), interest income from our cash balances, and the net proceeds from primary shares sold in our public offerings. We have not established a cap on the amount of our distributions that may be paid from any of these sources. The amount of any distributions will be determined by our board of directors, and will depend on, among other things, current and projected cash requirements, tax considerations and other factors deemed relevant by our board.

For the third quarter of 2020, our board of directors authorized monthly distributions to all common stockholders of record as of the close of business on the last business day of each month for the third quarter of 2020, or July 31, 2020, August 31, 2020 and September 30, 2020 (each a “Distribution Record Date”). The distributions were authorized at a quarterly rate of (i) $0.13625 per Class I share of common stock and (ii) $0.13625 per Class T share and per Class W share of common stock, less the respective annual distribution fees that are payable monthly with respect to such Class T shares and Class W shares. This quarterly rate is equal to a monthly rate of (i) $0.04542 per Class I share of common stock and (ii) $0.04542 per Class T share and per Class W share of common stock, less the respective annual distribution fees that are payable with respect to such Class T shares and Class W shares. Distributions for each month of the third quarter of 2020 have been or will be paid in cash or reinvested in shares of our common stock for those electing to participate in our distribution reinvestment plan following the close of business on the respective Distribution Record Date applicable to such monthly distributions.

There can be no assurances that the current distribution rate or amount per share will be maintained. In the near-term, we expect that we may need to continue to rely on expense support from the Advisor and sources other than cash flows from operations, as determined on a GAAP basis, to pay distributions, which if insufficient could negatively impact our ability to pay such distributions.

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The following table outlines sources used, as determined on a GAAP basis, to pay total gross distributions (which are paid in cash or reinvested in shares of our common stock through our distribution reinvestment plan) for the quarters ended as of the dates indicated below:

Source of Distributions Total Cash Provided by Provided by Proceeds from Flows from

Expense Operating Financing Proceeds from Gross Operating ($ in thousands) Support (1) Activities Activities DRIP (2) Distributions (3) Activities

2020 June 30, $ 7,904 50.3 % $ — — % $ — — % $ 7,812 49.7 % $ 15,716 $ 16,854 March 31, 4,534 44.6 547 5.4 — — 5,077 50.0 10,158 1,816 Total $ 12,438 48.1 % $ 547 2.1 % $ — — % $ 12,889 49.8 % $ 25,874 $ 18,670 2019 December 31, $ 947 14.8 % $ — — % $ 2,216 34.6 % $ 3,242 50.6 % $ 6,405 $ (2,147)September 30, 1,776 31.2 1,057 18.5 — — 2,866 50.3 5,699 4,019 June 30, 2,120 45.2 256 5.5 — — 2,319 49.4 4,695 957 March 31, 1,295 36.6 503 14.2 — — 1,744 49.2 3,542 3,624 Total $ 6,138 30.2 % $ 1,816 8.9 % $ 2,216 10.9 % $ 10,171 50.0 % $ 20,341 $ 6,453

(1) For the six months ended June 30, 2020 and the year ended December 31, 2019, the Advisor provided expense support of $13.5

million and $6.1 million, respectively. Expense support from the Advisor used to pay distributions is presented above without the effect of our reimbursements to the Advisor of previously deferred fees and other expenses. We reimbursed the Advisor $3.2 million and $13.6 million during the six months ended June 30, 2020 and the year ended December 31, 2019, respectively. See “Note 8 to the Condensed Consolidated Financial Statements” for further detail on the expense support from and reimbursement to the Advisor during the quarter. Refer to Item 8, “Financial Statements and Supplementary Data” in our 2019 Form 10-K for a description of the expense support agreement.

(2) Stockholders may elect to have their distributions reinvested in shares of our common stock through our distribution reinvestment plan.

(3) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares issued in the primary portion of our public offerings.

For the six months ended June 30, 2020, our cash flows provided by operating activities on a GAAP basis were $18.7 million, as compared to our aggregate total gross distributions declared (which are paid in cash or reinvested in shares issued pursuant to our distribution reinvestment plan) of $25.9 million. For the six months ended June 30, 2019, our cash flows provided by operating activities on a GAAP basis were $4.6 million, as compared to our aggregate total gross distributions declared (which are paid in cash or reinvested in shares issued pursuant to our distribution reinvestment plan) of $8.2 million.

Refer to “Note 7 to the Condensed Consolidated Financial Statements” for further detail on our distributions.

Redemptions. For the six months ended June 30, 2020, we received eligible redemption requests for approximately 0.1 million shares of our common stock, all of which we redeemed using cash flows from financing activities, for an aggregate amount of approximately $1.4 million, or an average price of $9.86 per share. For the six months ended June 30, 2019, we received eligible redemption requests for 0.1 million shares of our common stock, all of which we redeemed using cash flows from financing activities, for an aggregate amount of approximately $1.0 million, or an average price of $9.99 per share. See Part II, Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds—Share Redemption Program,” for further description of our share redemption program.

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SUBSEQUENT EVENTS

Status of the Public Offerings

As of August 5, 2020, we had raised gross proceeds of $1.3 billion from the sale of 124.7 million shares of our common stock in our public offerings, including $28.2 million from the sale of 2.8 million shares of our common stock through our distribution reinvestment plan. These proceeds include $528.2 million from the sale of 50.6 million shares of our common stock for the three months ended March 31, 2020. We believe that the increased pace at which we raised capital in early 2020 was primarily due to an influx of capital from IPT shareholders who determined to invest in our common shares following their receipt of a special distribution from IPT related to the completion of IPT’s asset sale in January 2020. Due to the unique nature of these circumstances, we do not expect that this increased pace will be sustained throughout 2020. Although we have continued to steadily raise capital, with $189.0 million of new capital inflows during the second quarter, we have noted a slowdown in capital raising, which we attribute primarily to the COVID-19 pandemic. We expect sales of our common shares to return to a pace more consistent with the pace we experienced during 2019. As of August 5, 2020, approximately $1.2 billion in shares of our common stock remained available for sale pursuant to our follow-on public offering in any combination of Class T shares, Class W shares and Class I shares, including approximately $480.1 million in shares of common stock available for sale through our distribution reinvestment plan, which may be reallocated for sale in our primary offering.

Acquisitions Under Contract

We have entered into contracts to acquire properties with an aggregate contract purchase price of approximately $69.2 million, comprised of four industrial buildings. There can be no assurance that we will complete the acquisition of the properties under contract.

Interests Purchase and Related Agreements

See “Note 11 to the Consolidated Financial Statements” for information regarding the Interest Purchase Agreement, Related-Party Agreements and the BTC I Partnership Agreement.

Articles of Amendment

On August 4, 2020, we filed Articles of Amendment (the “Charter Amendment”) to our Third Articles of Amendment and Restatement (the “Charter”) with the Maryland State Department of Assessments and Taxation. The Charter Amendment revised Section 12.2 of Article XII of our Charter, which sets forth the voting rights of our stockholders. The Charter Amendment removed language that certain state securities administrators believe could be used to dilute common stockholder voting rights, in the event that we have classes or series of stock in the future with special voting rights. As we have no classes or series of stock with special voting rights, such as preferred stock, we do not expect this amendment to have a meaningful impact on us or our stockholders.

COVID-19

We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact our customers and business partners. While we did not incur significant disruptions during the six months ended June 30, 2020 from the COVID-19 pandemic, we are unable to predict the impact that the COVID-19 pandemic will have on our future financial condition, results of operations and cash flows due to numerous uncertainties and the impact could be material.

We continued to receive certain rent relief requests in July and August 2020, most often in the form of rent deferral requests, as a result of COVID-19. We are evaluating each customer relief request on an individual basis, considering a number of factors. Where appropriate, we have restructured leases and may restructure additional leases to provide temporary rent relief needed by certain customers while positioning ourselves to recapture abated rent over time. After adjusting for customers with such forbearance agreements in place, we received or agreed to defer 99% of our rent originally payable for July, compared to average annual collections of over 99% prior to the pandemic. We have executed or agreed to forbearance agreements with approximately 2% of our customers (based on July gross rent). Within our existing portfolio, and without adjusting for the effects of these forbearance agreements, we collected approximately 97% of our rent (based on gross rent) for July. Not all customer requests will ultimately result in modification of lease agreements, nor are we forgoing our contractual rights under our lease agreements. We can provide no assurances that we will be able to recover unpaid rent.

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CONTRACTUAL OBLIGATIONS

A summary of future obligations as of December 31, 2019 was disclosed in our 2019 Form 10-K. Except as otherwise disclosed in “Note 5 to the Condensed Consolidated Financial Statements” relating to borrowings under our line of credit and term loan, there have been no material changes outside the ordinary course of business from the future obligations disclosed in our 2019 Form 10-K.

OFF-BALANCE SHEET ARRANGEMENTS

As of June 30, 2020, we had no off-balance sheet arrangements that have or are reasonably likely to have a material effect, on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

CRITICAL ACCOUNTING ESTIMATES

Our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of our unaudited condensed consolidated financial statements requires significant management judgments, assumptions, and estimates about matters that are inherently uncertain. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our condensed consolidated financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses. For a detailed description of our critical accounting estimates, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2019 Form 10-K. As of June 30, 2020, our critical accounting estimates have not changed from those described in our 2019 Form 10-K.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We may be exposed to the impact of interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows, and optimize overall borrowing costs. To achieve these objectives, we plan to borrow on a fixed interest rate basis for longer-term debt and utilize interest rate swap agreements on certain variable interest rate debt in order to limit the effects of changes in interest rates on our results of operations. As of June 30, 2020, our debt outstanding consisted of borrowings under our term loan and mortgage notes.

Fixed Interest Rate Debt. As of June 30, 2020, our fixed interest rate debt consisted of $350.0 million under our term loan, which was effectively fixed through the use of interest swap agreements, and $49.3 million of principal borrowings under our mortgage notes. In total, our fixed rate debt represented approximately 86.0% of our total debt as of June 30, 2020. The impact of interest rate fluctuations on our fixed interest rate debt will generally not affect our future earnings or cash flows unless such borrowings mature, are otherwise terminated or payments are made on the principal balance. However, interest rate changes could affect the fair value of our fixed interest rate debt. As of June 30, 2020, the fair value and the carrying value of our fixed interest rate debt, excluding the values of hedges, were $394.0 million and $399.3 million, respectively. The fair value estimate of our fixed interest rate debt was estimated using a discounted cash flow analysis utilizing rates we would expect to pay for debt of a similar type and remaining maturity if the loans were originated on June 30, 2020. Based on our debt as of June 30, 2020, we do not expect that market fluctuations in interest rates will have a significant impact on our future earnings or operating cash flows.

Variable Interest Rate Debt. As of June 30, 2020, our variable interest rate debt consisted of $65.0 million under our term loan, which represented 14.0% of our total debt. Interest rate changes on the variable portion of our variable-rate debt could impact our future earnings and cash flows, but would not significantly affect the fair value of such debt. As of June 30, 2020, we were exposed to market risks related to fluctuations in interest rates on $65.0 million of borrowings. A hypothetical 25 basis points increase in the all-in interest rate on the outstanding balance of our variable interest rate debt as of June 30, 2020, would increase our annual interest expense by approximately $0.2 million.

Derivative Instruments. As of June 30, 2020, we had seven outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk, with a total notional amount of $350.0 million. See “Note 5 to the Condensed Consolidated Financial Statements” for further detail on our interest rate swaps. We are exposed to credit risk of the counterparty to our interest rate swap agreements in the event of non-performance under the terms of the agreements. If we were not able to replace these swaps in the event of non-performance by the counterparty, we would be subject to variability of the interest rate on the amount outstanding under our term loan that is fixed through the use of the swaps. ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2020. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2020, our disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the six months ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, Item 1A, “Risk Factors” of our 2019 Form 10-K and Part II, Item 1A, “Risk Factors” of our Form 10-Q for the three months ended March 31, 2020 (“Form 10-Q”), which could materially affect our business, financial condition, and/or future results. The risks described in our 2019 Form 10-K and Form 10-Q are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

There have been no material changes to the risk factors disclosed in our 2019 Form 10-K and Form 10-Q.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Share Redemption Program

Subject to certain restrictions and limitations, our share redemption program may provide a limited opportunity for stockholders to have shares of our common stock redeemed for cash. To the extent our board of directors determines that we have sufficient available cash for redemptions, we initially intend to redeem shares under our share redemption program on a monthly basis; however, our board of directors may determine from time to time to adjust the timing of redemptions or suspend, terminate or otherwise modify our share redemption program.

While stockholders may request on a monthly basis that we redeem all or any portion of their shares pursuant to our share redemption program, we are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to be redeemed in any particular month, in our discretion. In addition, our ability to fulfill redemption requests is subject to a number of limitations. As a result, share redemptions may not be available each month. Under our share redemption program, to the extent we determine to redeem shares in any particular month, we will only redeem shares as of the last calendar day of that month (each such date, a “Redemption Date”). Redemptions will be made at the transaction price in effect on the Redemption Date, except that all shares of our common stock that have not been outstanding for at least one year will be redeemed at 95.0% of the transaction price and Class T shares that have been outstanding for at least one year but less than two years will be redeemed at 97.5% of the transaction price. Each of these deductions is referred to as an “Early Redemption Deduction.” An Early Redemption Deduction will not be applied with respect to: (i) Class W shares and Class I shares that have been outstanding for at least one year; and (ii) Class T shares that have been outstanding for at least two years. The “transaction price” generally will be equal to the NAV per share of our common stock most recently disclosed by us. We will redeem shares at a price that we believe reflects the NAV per share of such stock more appropriately than the most recently disclosed monthly NAV per share, including by updating a previously disclosed transaction price, in cases where we believe there has been a material change (positive or negative) to the NAV per share relative to the most recently disclosed monthly NAV per share. An Early Redemption Deduction may be waived in certain circumstances including: (i) in the case of redemption requests arising from the death or qualified disability of the holder; (ii) in the event that a stockholder’s shares are redeemed because the stockholder has failed to maintain the $2,000 minimum account balance; or (iii) with respect to shares purchased through our distribution reinvestment plan or received from us as a stock dividend. To have shares redeemed, a stockholder’s redemption request and required documentation must be received in good order by 4:00 p.m. (Eastern time) on the second to last business day of the applicable month. Settlements of share redemptions will be made within three business days of the Redemption Date. An investor may withdraw its redemption request by notifying the transfer agent before 4:00 p.m. (Eastern time) on the last business day of the applicable month.

Under our share redemption program, we may redeem during any calendar month shares whose aggregate value (based on the price at which the shares are redeemed) is 2.0% of our aggregate NAV as of the last calendar day of the previous quarter and during any calendar quarter whose aggregate value (based on the price at which the shares are redeemed) is up to 5.0% of our aggregate NAV as of the last calendar day of the prior calendar quarter. During a given quarter, if in each of the first two months of such quarter the 2.0% redemption limit is reached and stockholders’ redemptions are reduced pro rata for such months, then in the third and final month of that quarter, the applicable limit for such month will likely be less than 2.0% of our aggregate NAV as of the last calendar day of the previous month because the redemptions for that month, combined with the redemptions in the previous two months, cannot exceed 5.0% of our aggregate NAV as of the last calendar day of the prior calendar quarter.

Although the vast majority of our assets consist of properties that cannot generally be readily liquidated on short notice without impacting our ability to realize full value upon their disposition, we intend to maintain a number of sources of liquidity including: (i) cash equivalents (e.g. money market funds), other short-term investments, U.S. government securities, agency securities and liquid real estate-related securities; and (ii) one or more borrowing facilities. We may fund redemptions from any available source of funds, including operating cash flows, borrowings, proceeds from our public offering and/or sales of our assets.

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Should redemption requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us as a whole, or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than redeeming our shares is in the best interests of the company as a whole, then we may choose to redeem fewer shares than have been requested to be redeemed, or none at all. In the event that we determine to redeem some but not all of the shares submitted for redemption during any month for any of the foregoing reasons, shares submitted for redemption during such month will be redeemed on a pro rata basis. All unsatisfied redemption requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share redemption program, as applicable. If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no redemption requests will be accepted for such month and stockholders who wish to have their shares redeemed the following month must resubmit their redemption requests.

The preceding summary does not purport to be a complete summary of our share redemption program and is qualified in its entirety by reference to the share redemption program, which is incorporated by reference as Exhibit 4.1 to this Quarterly Report on Form 10-Q.

Refer to Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional details regarding our redemption history.

The table below summarizes the redemption activity for the three months ended June 30, 2020:

Total Number of Shares Maximum Number of Redeemed as Part of Shares That May Yet Be Total Number of Average Price Paid Publicly Announced Redeemed Under the For the Month Ended Shares Redeemed per Share Plans or Programs Plans or Programs (1)

April 30,2020 31,210 $ 9.83 31,210 — May 31,2020 12,735 9.87 12,735 — June 30, 2020 35,376 9.85 35,376 — Total 79,321 $ 9.86 79,321 —

(1) We limit the number of shares that may be redeemed per calendar quarter under the program as described above.

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ITEM 6. EXHIBITS

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

EXHIBIT INDEX

Exhibit Number Description

3.1

Third Articles of Amendment and Restatement. Incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 (File No. 333-200594) filed with the SEC on June 30, 2017 (“Pre-Effective Amendment”).

3.2

Articles of Amendment. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 4, 2020.

3.3

Third Amended and Restated Bylaws of Black Creek Industrial REIT IV Inc. (formerly known as Industrial Logistics Realty Trust Inc.). Incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017.

4.1

Share Redemption Program, effective as of November 1, 2017. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 2, 2017.

4.2

Fourth Amended and Restated Distribution Reinvestment Plan. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on August 29, 2019.

4.3

Form of Subscription Agreement. Incorporated by reference to Appendix A to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-11/A (File No. 333-229136) on August 30, 2019.

10.1

Amended and Restated Advisory Agreement (2020), dated as of June 12, 2020, by and among Black Creek Industrial REIT IV Inc., BCI IV Operating Partnership LP and BCI IV Advisors LLC. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 15, 2020.

10.2

Third Amended and Restated Expense Support Agreement, dated as of June 12, 2020, by and among Black Creek Industrial REIT IV Inc., BCI IV Operating Partnership LP and BCI IV Advisors LLC. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 15, 2020.

31.1* Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1* Consent of Altus Group U.S., Inc.

99.2

Net Asset Value Calculation and Valuation Procedures. Incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed with the SEC on July 15, 2020.

101

The following materials from Black Creek Industrial REIT IV Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed on August 11, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.

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* Filed herewith. ** Furnished herewith.

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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BLACK CREEK INDUSTRIAL REIT IV INC. August 11, 2020 By: /s/ JEFFREY W. TAYLOR

Jeffrey W. Taylor Managing Director, Co-President

(Principal Executive Officer) August 11, 2020 By: /s/ THOMAS G. MCGONAGLE

Thomas G. McGonagle Managing Director, Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

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Filed pursuant to 424(b)(3) Registration No. 333-229136

BLACK CREEK INDUSTRIAL REIT IV INC. SUPPLEMENT NO. 4 DATED JULY 21, 2020

TO THE PROSPECTUS DATED APRIL 28, 2020

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Black Creek Industrial REIT IV Inc. (the “Company”), dated April 28, 2020 (the “Prospectus”), as supplemented Supplement No. 1, dated May 15, 2020, Supplement No. 2, dated June 15, 2020, and Supplement No. 3, dated July 15, 2020. Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

Completed Acquisition of Interests in Joint Ventures

Interest Purchase Agreement

On July 15, 2020, BCI IV Portfolio Real Estate Holdco LLC, a wholly owned subsidiary of our Operating Partnership, entered into an Interest Purchase Agreement (the “Agreement”) with Industrial Property Operating Partnership LP, the operating partnership of Industrial Property Trust (“IPT”), in order to acquire interests in two portfolios aggregating 83 industrial properties, which properties are described below. The interest purchase closed upon signing.

The Agreement conveys all of the ownership interests (the “Interests”) in IPT Real Estate Holdco LLC (“IPT Holdco”), which in turn owns all the interests in: (i) IPT BTC I LP LLC (the “BTC I LP”), the owner of a 19.9% limited partner interest in Build-To-Core Industrial Partnership I LP (“BTC I”); (ii) IPT BTC I GP LLC (the “BTC I GP”), the owner of a 0.1% general partner interest in BTC I; (iii) IPT BTC II LP LLC (the “BTC II LP”), the owner of a 7.9% limited partner interest in Build-To-Core Industrial Partnership II LP (“BTC II”); and (iv) IPT BTC II GP LLC (the “BTC II GP”), the owner of a 0.1% general partner interest in BTC II. The purchase price for the Interests was $301 million in cash paid at closing, exclusive of due diligence expenses and other closing costs.

The external advisor of IPT is an affiliate of the Company’s external advisor, BCI IV Advisors LLC (the “Advisor”). The Company and IPT also have certain common officers. Certain officers of IPT and certain trustees of the IPT board of trustees (the “IPT Board”) are also stockholders of the Company. The Company and IPT are also sponsored by affiliates of Black Creek Group, and such sponsors hold partnership units in the operating partnerships of the Company and IPT, respectively. In addition, certain trustees of IPT are also members of the Company’s board of directors. IPT informed the Company that IPT’s external advisor and its affiliates would receive approximately $135 million of the purchase price pursuant to existing contractual arrangements among IPT and its affiliates and its external advisor and its affiliates. The IPT Board and the Company’s board of directors each established a special committee of independent trustees or directors, as applicable, to review and approve the Agreement and the transactions contemplated thereby, including the sale of the Interests. The members of the IPT special committee did not overlap with members of the Company’s special committee, and none of the members of the Company’s special committee are trustees of IPT. All of the members of the Company’s special committee were disinterested in the Agreement, including the sale of the Interests. Each of the special committees engaged legal counsel and an independent financial advisor to assist the special committees in their evaluation and negotiation of the transactions contemplated by the Agreement. CBRE Capital Advisors, Inc., the independent financial advisor to the IPT special committee, delivered a fairness opinion to the IPT special committee. Duff & Phelps, the independent financial advisor to the Company special committee, delivered a fairness opinion to the Company special committee. The Agreement and the transactions contemplated thereby, including the sale of the Interests, were approved by the special committees of each of the Company and IPT.

The Company funded the acquisition of the Interests using proceeds from this offering. We estimate that the purchase price capitalization rate is approximately 2.4%. We do not believe this capitalization rate is reflective of future earning given that 39.5% of the portfolio (based on square feet) is not stabilized and is not considered core properties. The capitalization rate for the core properties within this portfolio is 4.5%. The purchase price capitalization rate is based on the portfolio’s projected cash net operating income from in-place leases for the 12 months after the date of purchase, including any contractual rent increases contained in such

BCIRIV_PRO_SUP4_JULY20

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leases for those 12 months, divided by the purchase price for the properties, exclusive of transfer taxes, due diligence expenses and other closing costs including acquisition costs.

The BTC Portfolio

BTC I and BTC II together own a portfolio (the “BTC Portfolio”) consisting of 64 acquired or completed industrial buildings totaling approximately 16.6 million square feet on approximately 504 acres located in 16 markets throughout the U.S., with 92 customers, which is 79.2% leased with a weighted-average remaining lease term (based on square feet) of approximately 4.8 years as of July 15, 2020; 10 buildings under construction totaling 2.9 million square feet; eight buildings in the pre-construction phase for an additional 2.5 million square feet; and one land parcel. More specifically, as of July 15, 2020:

• BTC I owned a real estate portfolio that consisted of 41 acquired or completed buildings totaling approximately 11.5 million square feet that were approximately 87.8% leased; three buildings under construction totaling 0.6 million square feet; two buildings in the pre-construction phase for an additional 0.4 million square feet; and one land parcel.

• BTC II owned a real estate portfolio that consisted of 23 acquired or completed buildings totaling approximately 5.1 million square feet that were approximately 59.5% leased; seven buildings under construction totaling 2.3 million square feet; and six buildings in the pre-construction phase for an additional 2.1 million square feet.

There were no customers that individually lease more than 10% of the total rentable area of the BTC Portfolio as of July 15, 2020.

Our management currently believes that the completed buildings in the BTC Portfolio are suitable for their intended purpose and has no immediate plans for material renovations or other capital improvements at such buildings; however there are 18 buildings in the BTC Portfolio that are in the construction or pre-construction phase and the Company intends to complete the construction and stabilization of those buildings following the acquisition. In addition, management believes that the BTC Portfolio will be adequately covered by insurance. There are a number of comparable facilities in the vicinity of the BTC Portfolio that may compete with these buildings. The cost of the BTC Portfolio (excluding the cost attributable to land) will be depreciated for tax purposes over a maximum of a 40-year period on a straight-line basis.

The following table shows the weighted-average occupancy rate, expressed as a percentage of rentable square feet, and the average effective annual gross rent per leased square foot, for the BTC Portfolio, for the years ended December 31:

Year

Total Rentable

Square Feet

Weighted-Average

Occupancy

Weighted-Average Effective

Annual Gross Rent per Lease Square Foot (1)

2019 15,789,514 73.0 % $ 5.53 2018 12,148,091 67.0 % $ 5.15 2017 9,032,059 73.9 % $ 5.00 2016 4,403,777 78.4 % $ 4.88 2015 3,600,540 69.9 % $ 5.25

(1) Average effective annual gross rent per leased square foot for each year is calculated by dividing such year’s gross total rental

revenue (excluding operating expense recoveries) by the weighed-average square footage under lease during such year.

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The following table lists, on an aggregate basis, the approximate leasable square feet for all of the scheduled lease expirations for each of the next 10 years, as of the acquisition date, for the BTC Portfolio:

Gross Leasable Area

Year Number of

Leases Approximate Square Feet

Percent of Total Leasable Area

Annualized Base Rental Income

of Expiring Leases (1)

Percent of Total Annualized

Base Rental Income

2020 4 202,238 2 % $ 911,235 1 % 2021 15 697,176 5 % $ 3,621,582 5 % 2022 14 1,130,721 9 % $ 5,506,068 8 % 2023 14 1,801,609 14 % $ 10,069,955 15 % 2024 14 2,255,242 17 % $ 12,487,152 19 % 2025 9 967,401 7 % $ 7,005,463 11 % 2026 10 2,002,517 15 % $ 11,696,005 18 % 2027 3 653,785 5 % $ 2,745,781 4 % 2028 6 1,173,508 9 % $ 6,388,387 10 % 2029 5 866,888 7 % $ 6,292,668 9 %

(1) Annualized base rent is calculated as monthly base rent (cash basis) per the terms of the lease, as of the acquisition date,

multiplied by 12. If free rent is granted, then the first month with a positive rent value is used.

Related-Party Agreements

Amendment to Advisory Agreement

On July 15, 2020, in connection with the acquisition of the Interests, the Company, BCI IV Operating Partnership LP (the Company’s operating partnership, referred to as the “Operating Partnership”) and the Advisor entered into Amendment No. 1 (“Amendment No. 1”) to the Amended and Restated Advisory Agreement (2020), dated as of June 12, 2020. Amendment No. 1 provides that the Advisor shall receive a development fee in connection with providing services related to the development, construction, improvement or stabilization, including tenant improvements, of development properties or overseeing the provision of these services by third parties on behalf of the Company. The fee will be an amount that will be equal to 4.0% of total project cost of the development property (or the Company’s proportional interest therein with respect to real property held in joint ventures or other entities that are co-owned). If the Advisor engages a third party to provide development services, the third party will be compensated directly by the Company, and the Advisor will receive the development fee if it provides development oversight services.

BTC I Services Agreement and Incentive Distributions Sharing

Pursuant to the Fourth Amended and Restated Agreement of Limited Partnership of BTC I, as amended (the “BTC I Partnership Agreement”), the BTC I GP will provide, directly or indirectly by appointing an affiliate or a third party, acquisition and asset management services and, to the extent applicable, development management and development oversight services (the “BTC I Advisory Services”). As compensation for providing the BTC I Advisory Services, the BTC I Partnership will pay the BTC I GP, or its designee, certain fees in accordance with the terms of the BTC I Partnership Agreement. On February 12, 2015, the BTC I GP and Industrial Property Advisors LLC, the external Advisor to IPT (the “IPT Advisor”) and an entity owned by affiliates of the Advisor, entered into an agreement that Industrial Property Advisors LLC subsequently assigned to Industrial Property Advisors Sub I LLC (the “BTC I SLP”), an entity owned by affiliates of the Advisor. Pursuant to this agreement (the “BTC I Services Agreement”), the BTC I GP appointed the BTC I SLP to provide the BTC I Advisory Services and has assigned to the BTC I SLP the fees payable pursuant to the BTC I Partnership Agreement for providing the BTC I Advisory Services. As a result of the payment of the fees pursuant to the BTC I Services Agreement, the fees payable to the Advisor pursuant to the Advisory Agreement will be reduced by the product of (i) the fees actually paid to the BTC I SLP pursuant to the BTC I Services Agreement, and (ii) the percentage interest of the BTC I Partnership owned by the BTC I GP and the BTC I LP.

In connection with the sale of the Interests pursuant to the Agreement, the parties to the BTC I Services Agreement amended such agreement to make certain conforming changes to reflect the new indirect ownership structure of BTC I as a result of the sale of the Interests.

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In addition, the BTC I Partnership Agreement contains procedures for making distributions to the parties, including incentive distributions to BTC I GP and the BTC I SLP, which are subject to certain return thresholds being achieved. BTC I GP and the BTC I SLP have agreed to split such incentive distributions such that BTC I SLP will receive 60% of the incentive distributions attributable to interests in BTC I which are not owned by the BTC I GP or BTC I LP.

The BTC I SLP has also entered into an agreement with the BTC I GP and the BTC I LP, dated September 15, 2016, providing that if the BTC I GP and the BTC I LP propose to transfer all (but not less than all) of their respective interests to an unrelated third party, then they can require the BTC I SLP to transfer its special limited partnership interest to the purchaser on the same terms and conditions.

BTC II Services Agreement and Incentive Distributions Sharing

Pursuant to the Agreement of Limited Partnership of BTC II, as amended (the “BTC II Partnership Agreement”), the BTC II GP will provide, directly or indirectly by appointing an affiliate or a third party, acquisition and asset management services and, to the extent applicable, development management and development oversight services (the “BTC II Advisory Services”). As compensation for providing the BTC II Advisory Services, the BTC II Partnership will pay the BTC II GP, or its designee, certain fees in accordance with the terms of the BTC II Partnership Agreement. On May 19, 2017, the BTC II GP and Industrial Property Advisors Sub III LLC (the “BTC II Service Provider”), an entity owned by affiliates of the Advisor, entered into that certain agreement (the “BTC II Services Agreement”), pursuant to which the BTC II GP appointed the BTC II Service Provider to provide the BTC II Advisory Services and has assigned to the BTC II Service Provider the fees payable pursuant to the BTC II Partnership Agreement for providing the BTC II Advisory Services. As a result of the payment of the fees pursuant to the BTC II Services Agreement, the fees payable to the Advisor pursuant to the Advisory Agreement will be reduced by the product of (i) the fees actually paid to the BTC II Service Provider pursuant to the BTC II Services Agreement, and (ii) the percentage interest of the BTC II Partnership owned by the BTC II GP and the BTC II LP.

In connection with the sale of the Interests pursuant to the Agreement, the parties to the BTC II Services Agreement amended such agreement to make certain conforming changes to reflect the new indirect ownership structure of BTC II as a result of the sale of the Interests.

In addition, the BTC II Partnership Agreement contains procedures for making distributions to the parties, including incentive distributions to BTC II GP and Industrial Property Advisors Sub IV LLC (the “BTC II SLP”), an entity owned by affiliates of the Advisor, which are subject to certain return thresholds being achieved. BTC II GP and the BTC II SLP have agreed to split such incentive distributions such that BTC II SLP will receive 80% of the incentive distributions attributable to interests in BTC II which are not owned by the BTC II GP or BTC II LP.

BTC I Partnership Agreement

The BTC I Partnership Agreement is by and among: (a) the BTC I GP; (b) the BTC I LP; (c) the BTC I SLP; (d) bcIMC (WCBAF) Realpool Global Investment Corporation, a Canadian corporation, as a limited partner (“BCIMC WCBAF”); (e) bcIMC (College) US Realty Inc., a Canadian corporation, as a limited partner (“BCIMC College”); (f) bcIMC (Municipal) US Realty Inc., a Canadian corporation, as a limited partner (“BCIMC Municipal”); (g) bcIMC (Public Service) US Realty Inc., a Canadian corporation, as a limited partner (“BCIMC Public Service”); (h) bcIMC (Teachers) US Realty Inc., a Canadian corporation, as a limited partner (“BCIMC Teachers”); (i) bcIMC (WCB) US Realty Inc., a Canadian corporation, as a limited partner (“BCIMC WCB”); and (j) bcIMC (Hydro) US Realty Inc., a Canadian corporation, as a limited partner (“BCIMC Hydro” and, together with BCIMC WCBAF, BCIMC College, BCIMC Municipal, BCIMC Public Service, BCIMC Teachers and BCIMC WCB, collectively, the “BCIMC Limited Partner”).

The BTC I Partnership Agreement sets forth certain rights and obligations among the Partners, including the following key provisions:

Investments

The BTC I portfolio is summarized above. Approximately 89% of the capital commitments of BTC I have already been called and invested and the identification period for new investments has expired. The remaining 11% of capital commitments can be called to finalize development projects that are underway if existing sources of liquidity, including cash flow from operations or additional debt capacity, are not sufficient.

Management

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The BTC I GP manages the day-to-day operations of BTC I, subject to the rights of the BCIMC Limited Partner to approve certain major decisions, including, but not limited to: the acquisition and sale of investments; the creation or assumption of debt financing; entering into or terminating certain material agreements; settling material litigation; materially changing the tax or legal structure of BTC I; entering into certain affiliate transactions; waiver of certain material rights; winding up, dissolution or liquidation of BTC I; and any merger or consolidation of BTC I.

As compensation for the BTC I GP providing acquisition and asset management services and, to the extent applicable, development management and development oversight services or acting as the sole guarantor of indebtedness of BTC I, BTC I will pay the BTC I GP, or its designee, certain fees in accordance with the terms of the BTC I Partnership Agreement. As described above, pursuant to the BTC I Services Agreement the BTC I GP appointed the BTC I SLP to provide the BTC I Advisory Services and has assigned to the BTC I SLP the fees payable pursuant to the BTC I Partnership Agreement for providing the BTC I Advisory Services. As a result of the payment of the fees pursuant to the BTC I Services Agreement, the fees payable to the Advisor pursuant to the Advisory Agreement will be reduced by the product of (i) the fees actually paid to the BTC I SLP pursuant to the BTC I Services Agreement, and (ii) the percentage interest of the BTC I Partnership owned by the BTC I GP and the BTC I LP. Thus, the Company is not affected by these fees either positively or negatively.

The BTC I GP is required to have the properties in the BTC I portfolio appraised by an independent appraiser within the calendar year following acquisition with respect to core investments and within the calendar year following the date of stabilization (as defined in the BTC I Partnership Agreement) with respect to development and value-add investments. Thereafter, the BTC I GP is required to have such investments appraised by an independent appraiser annually.

Distributions

The BTC I Partnership Agreement contains procedures for making distributions to the parties, including incentive distributions to the BTC I GP, which are subject to certain return thresholds being achieved.

Term

The term of BTC I shall continue until February 12, 2025 or such other date approved by the BTC I GP, the BTC I LP and the BCIMC Limited Partner. Upon expiration of the term, BTC I shall be dissolved and wound up unless otherwise approved by unanimous written consent of the partners.

Removal of General Partner; Transfer of Interests; Buy-Sell Rights

The BTC I GP may be removed for “cause,” as defined in the BTC I Partnership Agreement, which includes, but is not limited to: (i) the commission by the BTC I GP of an uncured material breach, a willful bad act, or gross negligence which has a material adverse effect on the BTC I Partnership; (ii) an unpermitted change in control of the Company; or (iii) the bankruptcy of the BTC I GP. If the BCIMC Limited Partner requests the removal of the General Partner, the removal determination will be made by binding arbitration. If the arbitration results in a determination to remove the BTC I GP, then the BCIMC Limited Partner will appoint a replacement general partner from a previously approved list of third-party real estate and investment management companies. The commencement of an arbitration proceeding to remove the General Partner will result in the BCIMC Limited Partner having the right to trigger the “buy-sell mechanism” described below with respect to the BTC I Partnership’s entire investment portfolio.

Each of the BTC I LP and the BCIMC Limited Partner will not be permitted to transfer their respective interests in BTC I to a third party until the date on which 85% of the rentable space of BTC I’s last acquired development investment has been leased to tenants under leases for which the lease commencement date has occurred and such tenants have taken occupancy of their premises and have commenced base rent payments (the “Trigger Date”), at which time each of the BTC I LP and the BCIMC Limited Partner will be permitted to transfer all (but not less than all) of their respective interests, subject to certain limitations and requirements (including, with respect to a transfer of the BTC I LP’s interest in BTC I to a transferee, the requirement that there be a concurrent transfer by the BTC I GP of its interest in BTC I to such transferee, which transfer shall be subject to the limitations set forth in the immediately succeeding sentence). Following the Trigger Date, the BTC I GP also will be permitted to transfer its interest in BTC I to a third party institutional transferee meeting certain conditions set forth in the BTC I Partnership Agreement, subject to the approval of the BCIMC Limited Partner. Each partner may transfer its respective interest to an affiliate of such partner at any time, subject to certain limitations. With respect to a transfer to a third party, any non-transferring partner will have a right of first offer with respect to the transferring partner’s interest, as well as customary tag-along rights.

At any time after the Trigger Date, the BTC I LP or the BCIMC Limited Partner will have the right to trigger a buy-sell mechanism. For purposes of the buy-sell mechanism, the BTC I LP and the BTC I GP will be deemed a single party. Upon delivery of

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a buy-sell notice, the buy-sell mechanism shall commence by any party offering to purchase the entire interest of the other party and the offeree must either sell its interest at the offered price or elect to buy the interest of the offering partner at the offered price. The BTC I LP and the BTC I GP will have a one-time right to delay any liquidation of the portfolio and the buy-sell process for up to 90 days (which in certain events may be extended to not more than six months in aggregate) if the Company is pursuing a transaction by which its common shares would become listed on a national securities exchange.

Not more than 12 months prior to the expiration of the Term, each of the BTC I LP and the BCIMC Limited Partner will have the right to cause a forced sale of the investment portfolio and other assets of BTC I for a proposed portfolio price, subject to a right of first offer in favor of the non-initiating partners to acquire the entire interest of the initiating partner for a price determined in accordance with the terms of the BTC I Partnership Agreement (the “ROFO Price”). In the event the non-initiating partners decline to purchase the interest of the initiating Partner for the ROFO Price, the initiating partner will have the right to market the portfolio to a third party at a price not less than 98% of the initiating partner’s original proposed portfolio price. The initiating partner may thereafter elect to present a forced sale of the portfolio for a price less than 98% of the initiating partner’s original proposed portfolio price, subject to a right of first refusal in favor of the non-initiating partners.

Dissolution and Liquidation

BTC I shall be dissolved on the first to occur of the following: bankruptcy of BTC I, withdrawal of the BTC I GP, sale of all or substantially all of the property of BTC I, at the time there is no limited partner, or the expiration of the Term. Upon dissolution of BTC I, the assets shall be liquidated and distributed in the following order of priority: payment of the expenses of the liquidation, satisfaction of BTC I debt and all other liabilities to creditors other than partners who are creditors, the satisfaction of any liabilities to partners who are creditors, and to the partners.

Dispute Resolution

In the event of (i) a dispute as to “cause” (as described above) or (ii) a deadlock event prior to the Trigger Date, each of the BTC I LP and the BCIMC Limited Partner may deliver a written arbitration notice to the other Partners and initiate a final and binding arbitration procedure as described in the BTC I Partnership Agreement.

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Filed pursuant to 424(b)(3) Registration No. 333-229136

BLACK CREEK INDUSTRIAL REIT IV INC. SUPPLEMENT NO. 3 DATED JULY 15, 2020

TO THE PROSPECTUS DATED APRIL 28, 2020

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Black Creek Industrial REIT IV Inc., dated April 28, 2020 (the “Prospectus”), as supplemented by Supplement No. 1, dated May 15, 2020 and Supplement No. 2, dated June 15, 2020. Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

The purpose of this Supplement is to disclose:

• the transaction price and offering price for each class of our common stock for subscriptions to be accepted as ofAugust 1, 2020;

• the calculation of our June 30, 2020 net asset value (“NAV”) per share, as determined in accordance with our valuationprocedures, for each of our share classes;

• distributions for the month of June 2020;• the impact of the novel coronavirus (“COVID-19”);• an update on investments in real estate;• an update to the risk factors;• updated experts information; and• updated information regarding NAV calculation and valuation procedures.

• AUGUST 1, 2020 TRANSACTION PRICE

The transaction price for each share class of our common stock for subscriptions to be accepted as of August 1, 2020 (anddistribution reinvestment plan issuances following the close of business on July 31, 2020 and share redemptions as of July 31, 2020) is as follows:

Transaction Price Offering Price Share Class (per share) (per Share) Class T $ 10.0591 $ 10.5331 Class W $ 10.0591 $ 10.0591 Class I $ 10.0591 $ 10.0591

The transaction price for each of our share classes is equal to such class’s NAV per share as of June 30, 2020. A calculation of the NAV per share is set forth in the section of this Supplement titled “June 30, 2020 NAV Per Share.” The offering 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.

• JUNE 30, 2020 NAV PER SHARE

Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended fromtime to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. Our most recent NAV per share for each share class, which is updated as of the last calendar day of each month, is posted on our website at www.blackcreekindustrialiv.com and is also available on our toll-free, automated telephone line at (888) 310-9352. See the “Net Asset Value Calculation and Valuation Procedures” section of the Prospectus for a more detailed description of our valuation procedures, including important disclosure regarding real property valuations provided by Altus Group U.S. Inc. (the “Independent Valuation Advisor”). All parties engaged by us in the calculation of our NAV, including the Advisor, are subject to the oversight of our board of directors. Generally, all of our real properties are appraised once each calendar year by third party appraisal firms in accordance with our valuation procedures and such appraisals are reviewed by the Independent Valuation Advisor.

BCIRIV_PRO_SUP3_JULY20

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As used below, “Fund Interests” means our outstanding shares of common stock, along with the partnership units in our operating partnership (“OP Units”) held directly or indirectly by the Sponsor, and “Aggregate Fund NAV” means the NAV of all of the Fund Interests.

The following table sets forth the components of Aggregate Fund NAV as of June 30, 2020 and May 31, 2020:

As of (in thousands) June 30, 2020 May 31, 2020 Investments in industrial properties $ 1,242,700 $ 1,098,300 Cash and cash equivalents 434,513 536,407 Other assets 7,429 17,904 Line of credit, term loan and mortgage notes (464,250) (464,250) Other liabilities (23,408) (18,414) Accrued performance component of advisory fee (3,261) (1,591) Accrued fixed component of advisory fee (793) (703)

Aggregate Fund NAV $ 1,192,930 $ 1,167,653 Total Fund Interests outstanding 118,593 116,072

The following table sets forth the NAV per Fund Interest as of June 30, 2020 and May 31, 2020:

Class T Class W Class I (in thousands, except per Fund Interest data) Total Shares Shares Shares OP Units As of June 30, 2020 Monthly NAV $ 1,192,930 $ 1,111,199 $ 55,990 $ 22,110 $ 3,631 Fund Interests outstanding 118,593 110,468 5,566 2,198 361 NAV Per Fund Interest $ 10.0591 $ 10.0591 $ 10.0591 $ 10.0591 $ 10.0591 As of May 31, 2020 Monthly NAV $ 1,167,653 $ 1,086,666 $ 55,481 $ 21,875 $ 3,631 Fund Interests outstanding 116,072 108,021 5,515 2,175 361 NAV Per Fund Interest $ 10.0597 $ 10.0597 $ 10.0597 $ 10.0597 $ 10.0597

Under GAAP, we record liabilities for ongoing distribution fees that (i) we currently owe under the terms of the dealer manager

agreement and (ii) we estimate we may pay to the Dealer Manager in future periods for shares of our common stock. As of June 30, 2020, we estimated approximately $42.3 million of ongoing distribution fees were potentially payable to the Dealer Manager. We intend for our NAV to reflect our estimated value on the date that we determine our NAV. As such, we do not deduct the liability for estimated future distribution fees in our calculation of NAV that may become payable after the date as of which our NAV is calculated.

The valuations of our real property as of June 30, 2020 were provided by the Independent Valuation Advisor in accordance with our valuation procedures as determined, in part, by starting with third-party appraised values. Certain key assumptions that were used by the Independent Valuation Advisor in the discounted cash flow analysis are set forth in the following table:

Weighted- Average Basis Exit capitalization rate 5.4 % Discount rate / internal rate of return 6.4 % Holding period of real properties (years) 10.0

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A change in the rates used would impact the calculation of the value of our real properties. For example, assuming all other

factors remain constant, the hypothetical changes listed below would result in the following effects on the value of our real properties:

Increase (Decrease) to Hypothetical the NAV of Real Input Change Properties Exit capitalization rate (weighted-average) 0.25 % decrease 3.3 % 0.25 % increase (3.0) % Discount rate (weighted-average) 0.25 % decrease 2.0 % 0.25 % increase (2.0) %

• DISTRIBUTIONS

We have declared monthly distributions for each class of our common stock. To date, each class of our common stock has received the same gross distribution per share. Monthly gross distributions were $0.0454 per share for each share class for the month of June 2020. The net distribution per share is calculated as the gross distribution per share less any distribution fees that are payable monthly with respect to Class T shares and Class W shares. Since distribution fees are not paid with respect to Class I shares, the net distributions payable with respect to Class I shares are equal to the gross distributions payable with respect to Class I shares. The table below details the net distributions for each class of our common stock for the period presented:

Net Distributions per Share Class T Class W Class I Month Pay Date Share Share Share June 2020 7/1/2020 $ 0.037 $ 0.041 $ 0.045

• UPDATE ON INVESTMENTS IN REAL ESTATE

As of June 30, 2020, we owned and managed a real estate portfolio that included properties with an aggregate total purchase price of approximately $1.2 billion, comprised of 55 industrial buildings totaling 11.6 million square feet located in 18 markets throughout the United States, with 103 customers, and was 97.1% occupied and leased with a weighted-average remaining lease term (based on square feet) of 4.8 years.

• IMPACT OF COVID-19

The global pandemic and resulting shut down of large parts of the U.S. economy has created significant uncertainty and enhanced investment risk across many asset classes, including real estate. However, we believe we are well-positioned to navigate this unprecedented period. Our balance sheet as of June 30, 2020 was strong with over $400 million of cash and less than 30% leverage, calculated as our total borrowings outstanding divided by the fair value of our real property plus cash and cash equivalents. We have continued to see steady capital inflows from new investors who invested $189 million of new capital into the Company during the second quarter. In addition, our portfolio was 97.1% leased as of June 30, 2020 and is diversified across 55 assets totaling 11.6 million square feet. Our buildings contain a diverse roster of 103 customers, large and small, spanning a multitude of industries and sectors across 18 markets. Our NAV as of June 30, 2020 is $10.06 per share, which is flat relative to the previous month’s NAV per share and our distribution represents a 4.42% annualized yield for the second quarter with respect to Class T shares (without upfront sales load).

Our tenured and experienced asset management teams are working directly with our customers to manage through these turbulent times. Within our existing portfolio, approximately 92% of our customers (based on second quarter gross rent) continued to pay their rent for the second quarter of 2020, compared to average annual collections of over 99% prior to the pandemic. We do not currently expect any material difference for collections in July 2020. However, many of our customers’ businesses have been disrupted and some of our more impacted customers are experiencing lost revenue. Our teams are working with these customers to ensure they take advantage of any available insurance and government stimulus programs, which may help them pay rent whether in full or in part. Where appropriate, we have restructured leases and may restructure additional leases to provide temporary rent relief needed by certain customers while positioning ourselves to recapture abated rent over time. As of the date of this filing, we had executed or agreed to such forbearance agreements with approximately 5% of our customers (based on gross rent); however, new rent relief requests have been declining. We can provide no assurances that we will be able to continue to collect rent at the same level that we did prior to the pandemic. Furthermore, we can provide no assurances that we will be able to recover unpaid rent.

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While the uncertain length and depth of the damage from business disruptions remain a significant risk, we believe our NAV as of June 30, 2020 currently reflects this short-term uncertainty, as the Independent Valuation Advisor has proactively increased credit loss reserves that may result from forbearance agreements or increased vacancies in the broader market since the start of the COVID-19 pandemic. Going forward, the market disruption may slow our pace of deployment as sellers may be less willing to transact. Slower deployment of capital into income producing real estate further reduces near term cash flow generated to cover our distributions to our stockholders and may cause us to reduce our NAV in future periods in the absence of asset appreciation or expense support from the Advisor. However, we believe our strong balance sheet and ability as an operator will allow us to be a patient buyer of assets in order to maximize long-term total return and value creation for our stockholders.

• RISK FACTORS

The following risk factor supersedes and replaces the sixth risk factor in the section titled "Risk Factors-Risks Related to Our General Business Operations and Our Corporate Structure” on page 69 of the Prospectus:

The current outbreak of COVID-19 and resulting impacts on the U.S. economy and financial markets has created extreme uncertainty and volatility with respect to the current and future values of real estate, and therefore our NAV per share, as well as the market value of our debt (including associated interest rate hedges). As a result, our NAV per share may not reflect the actual realizable value of our underlying properties at any given time or the market value of our debt (including associated interest rate hedges).

The current outbreak of COVID-19 and resulting impacts on the U.S. economy and financial markets have created extreme uncertainty and volatility with respect to the current and future values of real estate and real estate-related assets, borrowings and hedges. The recent COVID-19 pandemic is expected to continue to have a significant impact on local, national and global economies and has resulted in a world-wide economic slowdown. The fallout from the ongoing pandemic on our investments is uncertain; however, it is expected to have a negative impact on the overall real estate market. In addition, slower transaction volume may result in less data for assessing real estate values. This increases the risk that our NAV per share may not reflect the actual realizable value of our underlying properties at any given time, as valuations and appraisals of our properties and real estate-related assets are only estimates of market value as of the end of the prior month and may not reflect the changes in values resulting from the COVID-19 pandemic, as this impact is occurring rapidly and is not immediately quantifiable. To the extent real estate values decline after the date we disclose our NAV, whether due to the COVID-19 outbreak or otherwise, (i) we may overpay to redeem our shares, which would adversely affect the investment of non-redeeming stockholders, and (ii) new investors may overpay for their investment in our common stock, which would heighten their risk of loss. Furthermore, because we generally do not mark to market our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity or our associated interest rate hedges that are intended to be held to maturity, the realizable value of our company or our assets that are encumbered by debt may be higher or lower than the value used in the calculation of our NAV. This risk may be exacerbated by the current market volatility, which can lead to large and sudden swings in the fair value of our assets and liabilities. We currently estimate the fair value of our debt (inclusive of associated interest rate hedges) that was intended to be held to maturity as of June 30, 2020 was $5.3 million higher than par for such debt in aggregate, meaning that if we used the fair value of our debt rather than par (and treated the associated hedge as part of the same financial instrument), our NAV would be lower by approximately $5.3 million, or $0.05 per share, as of June 30, 2020.

• EXPERTS

The statements included in this Supplement under the section titled “June 30, 2020 NAV Per Share” relating to the role of Altus Group U.S., Inc. have been reviewed by Altus Group U.S., Inc., an independent valuation firm, and are included in this Supplement given the authority of such firm as experts in real estate valuations.

• NET ASSET VALUE CALCULATIONS AND VALUATION PROCEDURES

Our board of directors amended our Net Asset Value Calculation and Valuation Procedures, which we refer to as our valuation procedures, effective as of June 30, 2020, in order to, among other things, clarify certain of the procedures followed in the calculation of our NAV and the role of Altus Group U.S., Inc., as our Independent Valuation Advisor. The sections of the Prospectus titled “Prospectus Summary” and “Net Asset Value Calculations and Valuation Procedures” are updated to reflect our amended valuation procedures as follows:

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1) All references to the “Independent Valuation Firm” throughout the Prospectus are hereby replaced by the “Independent Valuation Advisor.”

2) The following supersedes and replaces the sections titled, “Prospectus Summary – Net Asset Value Calculation and Valuation Procedures” and “Prospectus Summary – NAV and NAV Per Share Calculation” beginning on pages 5 and 6 of the Prospectus, respectively:

Net Asset Value Calculation and Valuation Procedures

Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended from time to time, which contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. One fundamental element of the valuation process, the valuation of our real property portfolio, is managed by Altus Group U.S., Inc., a third-party valuation firm, “Altus Group” or the “Independent Valuation Advisor,” approved by our board of directors, including a majority of our independent directors. Altus Group is a multidisciplinary provider of independent, commercial real estate appraisal, consulting, technology and advisory services with multiple offices around the world, including in the United States, Canada, Europe and Asia Pacific. Altus Group is not affiliated with us or the Advisor.

The overarching principle of the real property asset appraisal process is to produce real property asset appraisals that represent credible opinions of fair value. The estimate of fair value developed in the appraisals of our real property assets may not always reflect the value of, or may materially differ from, the value at which we would agree to buy or sell such assets. Further, we do not undertake to disclose the value at which we would be willing to buy or sell our real property assets to any prospective or existing investor.

Each real property asset is appraised each calendar month by our Independent Valuation Advisor, with such appraisals reviewed by the Advisor. Additionally, each real property asset is appraised by a third-party appraiser, “Third-Party Appraisal Firm,” at least once per calendar year, collectively, the Third-Party Appraisal Firms and the Independent Valuation Advisor, only as necessary or applicable, are referred to as the “Independent Appraisal Firms.” We seek to schedule the appraisals by the Third-Party Appraisal Firms evenly throughout the calendar year, such that an approximately equal portion of the real property assets in our portfolio are appraised by a Third-Party Appraisal Firm each month, although we may have more or fewer appraisals in an individual month. Both the Advisor and the Independent Valuation Advisor will review the appraisals provided by Third-Party Appraisal Firms. In its review, the Independent Valuation Advisor, will provide an opinion as to the reasonableness of each appraisal report from Third-Party Appraisal Firms as well as provide a second, independent appraisal as part of its regular monthly appraisal duties. Valuation discrepancies between the appraisal provided by the Third-Party Appraisal Firm and the appraisal provided by the Independent Valuation Advisor are subject to our valuation dispute resolution procedures. Under these procedures, if the Third-Party Appraisal Firm and the Independent Valuation Advisor are unable to reconcile the key differences between the two appraisals, we will use the appraisal from the Independent Valuation Advisor in the calculation of our NAV until a new appraisal from a different Third-Party Appraisal Firm is obtained and is used as the appraised value. In no event will a calendar year pass without having each real property asset appraised by a Third-Party Appraisal Firm unless such asset is being bought or sold in such calendar year. The acquisition price for a newly acquired real property asset will serve as the initial appraised value for such real property asset, and will first be appraised by a Third Party Appraisal Firm in the calendar year following the year of acquisition.

At least once each calendar year our board of directors, including a majority of our independent directors, reviews the appropriateness of our valuation procedures with input from our Independent Valuation Advisor. From time to time our board of directors, including a majority of our independent directors, may adopt changes to the valuation procedures if it: (1) determines that such changes are likely to result in a more accurate reflection of NAV or a more efficient or less costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination; or (2) otherwise reasonably believes a change is appropriate for the determination of NAV. We will publicly announce material changes to our valuation procedures or the identity or role of the Independent Valuation Advisor or ALPS Fund Services Inc., “ALPS” or “NAV Accountant,” a third-party firm approved by our board of directors.

The most significant component of our NAV consists of real property assets and, as with any real estate valuation protocol, each real property asset appraisal and valuation is based on a number of judgments, assumptions or opinions about future events that may or may not prove to be correct. The use of different judgments, assumptions or opinions could result in a different estimate of the value of our real property assets. Although the methodologies contained in the valuation procedures are designed to operate reliably within a wide variety of circumstances, it is possible that in certain unanticipated situations or after the occurrence of certain extraordinary events (such as a terrorist attack or an act of nature), our ability to implement and coordinate our NAV procedures may be impaired or delayed, including in circumstances where there is a delay in accessing or receiving information from vendors or other reporting agents. Further, the NAV per share should not be viewed as being determinative of the value of our common stock that may be received in a sale to a third party or the value at which our stock would trade on a national stock exchange. Our board of directors

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may suspend this offering and the share redemption program if it determines that the calculation of NAV may be materially incorrect or there is a condition that restricts the valuation of a material portion of our assets. See “Net Asset Value Calculation and Valuation Procedures” for more details regarding our valuation procedures.

NAV and NAV Per Share Calculation

We conduct monthly valuations of our common stock. Our NAV per share is calculated as of the last calendar day of each month for each of our outstanding classes of stock, and is available generally within 15 calendar days after the end of the applicable month. Our NAV per share will be calculated by ALPS, including a majority of our independent directors. Our board of directors, including a majority of our independent directors, may replace ALPS, the Independent Valuation Advisor, or any other party involved in our valuation procedures with another party, including our Advisor, if it is deemed appropriate to do so.

Each month, before taking into consideration accrued dividends or class-specific distribution fee accruals, any change in the Aggregate Fund NAV of our outstanding shares of common stock, along with the OP Units held by third parties, collectively, “Fund Interests,” from the prior month (whether an increase or decrease) is allocated among each class of Fund Interest based on each class’s relative percentage of the previous Aggregate Fund NAV. Changes in the Aggregate Fund NAV reflect factors including, but not limited to, unrealized/realized gains (losses) on the value of our real property asset portfolio, increases or decreases in publicly traded debt and publicly traded equity securities related to real estate, collectively, “Real Estate-Related Assets,” and other assets and liabilities, and monthly accruals for income and expenses (including accruals for performance based fees, if any, advisory fees and distribution fees) and distributions to investors.

Our most significant source of income is property-level net operating income. We accrue revenues and expenses on a monthly basis based on actual leases and operating expenses in that month. For the first month following a real property asset acquisition, we will calculate and accrue net operating income with respect to such property based on the performance of the property before the acquisition and the contractual arrangements in place at the time of the acquisition, as identified and reviewed through our due diligence and underwriting process in connection with the acquisition. For NAV calculation purposes, organization and offering costs incurred as part of our corporate-level expenses related to our primary offering reduce NAV as incurred. Organization and offering costs incurred prior to January 1, 2020, are amortized to expense on a straight-line basis over 5 years, beginning January 1, 2020.

Except as noted below, we include an estimate of the fair value of our liabilities as part of our NAV calculation. These liabilities include, but may not be limited to, fees and reimbursements payable to the Advisor and its affiliates, accounts payable and accrued expenses, and other liabilities. Pursuant to our valuation procedures, our board of directors, including a majority of our independent directors, approves the pricing sources of our liabilities which may include third parties or our Advisor or its affiliates.

Under applicable GAAP, we record liabilities for distribution fees (i) that we currently owe our Dealer Manager under the terms of our dealer manager agreement and (ii) for an estimate that we may pay to our Dealer Manager in future periods. However, we do not deduct the liability for estimated future distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimated value on the date that we determine our NAV. Accordingly, our estimated NAV at any given time does not include consideration of any estimated future distribution fees that may become payable after such date. Our Independent Valuation Advisor is not responsible for appraising or reviewing these liabilities.

Our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity, including those subject to interest rates hedges, are valued at par (i.e. at their respective outstanding balances). Because we often utilize interest rate hedges to stabilize interest payments (i.e. to fix all-in interest rates through interest rate swaps or to limit interest rate exposure through interest rate caps) on individual loans, each loan and associated interest rate hedge are treated as one financial instrument which are valued at par if intended to be held to maturity (which for fixed rate debt not subject to interest rate hedges may be the date near maturity at which time the debt will be eligible for prepayment at par for purposes herein). This policy of valuing at par will apply regardless of whether any given interest rate hedge is considered as an asset or liability for GAAP purposes.

Our property-level mortgages and corporate-level credit facilities that are not intended to be held to maturity (in conjunction with any associated interest rate hedges that are not intended to be held to maturity) are fair valued by the Advisor using widely accepted valuation methodologies based on information provided by various qualified third-party valuation experts and data sources. Our Independent Valuation Advisor will review the Advisor’s fair value calculations for the property-level mortgages and corporate-level credit facilities that are not intended to be held to maturity, excluding any impacts from interest rate hedges.

Estimated prepayment penalties will not factor into the valuation of our debt unless an interest rate hedge is definitively not intended to be held to maturity, in which case a hedge mark to market adjustment will be made at such time using a third-party pricing source.

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Debt that is not intended to be held to maturity means any property-level mortgages that we definitively intend to prepay in association with any asset considered as held-for-sale from a GAAP perspective, other property-level mortgages or corporate-level credit facilities that we definitively intend to prepay, or any interest rate hedge that we definitively intend to terminate.

In addition, for non-recourse mortgages and interest rate hedges, the combined value of the net liability for each mortgage and associated interest rate hedge is limited to the value of the underlying asset(s), so as to not make the equity of such asset(s) less than zero.

Costs and expenses incurred to secure such financings are amortized over the life of the applicable loan. Unless costs can be specifically identified, we allocate the financing costs and expenses incurred with obtaining multiple loans that are not directly related to any single loan among the applicable loans, generally pro rata based on the amount of proceeds from each loan.

Unconsolidated real property assets held through joint ventures or partnerships are valued according the valuation procedures set by such joint ventures or partnerships. At least once per calendar year, each unconsolidated real property asset will be appraised by a Third-Party Appraisal Firm. If the valuation procedures of the applicable joint ventures or partnerships do not accommodate a monthly determination of the fair value of real property assets, we will determine the estimated fair value of the unconsolidated real property assets for those interim periods. We will also determine on a monthly basis the fair value of any other applicable assets and liabilities of the joint venture using similar practices that we utilize for our consolidated portfolio.

Once the associated fair values of assets and liabilities are calculated, the value of our interest in any joint venture or partnership is then determined by using a hypothetical liquidation calculation based on our ownership percentage of the joint venture or partnership’s estimated NAV. If deemed an appropriate alternative to fair valuing applicable assets and liabilities individually, unconsolidated assets and liabilities held in a joint venture or partnership that acquires multiple real property assets over time may be valued as a single investment.

In certain circumstances, such as in an acquisition or disposition process, we may be aware of a contingency or contingencies that could impact the value of our assets, liabilities, income or expenses for purposes of our NAV calculation. For example, we may be party to an agreement to sell a property at a value different from the property value being used in our current NAV calculation. The same agreement may require the buyer to assume a related mortgage loan with a fair value that is different from the value of the loan being used in our current NAV calculation. The transaction may also involve costs for brokers, transfer taxes, and other items upon a successful closing. To the extent such contingencies may affect the value of a real property asset, the Independent Valuation Advisor may take such contingencies into account when determining the value of such real property asset for purposes of our NAV calculation. Similarly, we may adjust the other components of our NAV (such as the carrying value of our liabilities or expense accruals) for purposes of our NAV calculation. These adjustments may be made either in whole or in part over a period of time, and both the Independent Valuation Advisor and we may take into account (a) the estimated probability of the contingencies occurring and (b) the estimated impact to NAV if the contingencies were to occur when determining the timing and magnitude of any adjustments to NAV.

Following the calculation and allocation of changes in the Aggregate Fund NAV as described above, NAV for each class is adjusted for accrued dividends and ongoing distribution fees that are currently payable, to determine the monthly NAV. Ongoing distribution fees are allocated on a class-specific basis and borne by all holders of the applicable class. These class-specific fees may differ for each class, even when the NAV of each class is the same. We normally expect that the allocation of ongoing distribution fees on a class-specific basis will result in different amounts of distributions being paid with respect to each class of shares. However, if no distributions are authorized for a certain period, or if they are authorized in an amount less than the allocation of class-specific fees with respect to such period, then pursuant to these valuation procedures, the class-specific fee allocations may lower the NAV of a share class. Therefore, as a result of the different ongoing fees allocable to each share class, each share class could have a different NAV per share. If the NAV of our classes are different, then changes to our assets and liabilities that are allocable based on NAV may also be different for each class. Because the purchase price of shares in the primary offering is equal to the transaction price, which generally equals the most recently disclosed monthly NAV per share, plus the upfront selling commissions and dealer manager fees, which are effectively paid by purchasers of shares at the time of purchase, the upfront selling commissions and dealer manager fees have no effect on the NAV of any class. We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month's NAV per share in cases where we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month; however, such adjustments are anticipated to be infrequent.

NAV per share for each class is calculated by dividing such class's NAV at the end of each month by the number of shares outstanding for that class on such day. See "Net Asset Value Calculation and Valuation Procedures" for more details regarding our NAV per share calculations.

3) The following supersedes and replaces the section titled, “Net Asset Value Calculations and Valuation Procedures” on pages 197 through 204 of the Prospectus, with the exception that it does not supersede and replace the final sub-section in that section titled, “Historical NAV Per Share” on pages 204 through 206 of the Prospectus:

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NET ASSET VALUE CALCULATION AND VALUATION PROCEDURES

Overview

Our board of directors, including a majority of our independent directors, has adopted these valuation procedures, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. As a public company, we are required to issue financial statements generally based on historical cost in accordance with GAAP. To calculate our NAV for the purpose of establishing a purchase and redemption price for our shares, we have adopted policies and procedures, which adjust the values of certain of our assets and liabilities from historical cost to fair value, as described below. As a result, our NAV may differ from the amount reported as stockholders’ equity on the face of our financial statements prepared in accordance with GAAP. The fair value of our assets and certain liabilities are calculated for the purposes of determining our NAV per share, using widely accepted methodologies and, as appropriate, the GAAP principles within the FASB Accounting Standards Codification under Topic 820, Fair Value Measurements and Disclosures. However, our valuation procedures and our NAV are not subject to GAAP and will not be subject to independent audit. Our NAV may differ from total equity or stockholders’ equity reflected on our audited financial statements, even if we are required to adopt a fair value basis of accounting for GAAP financial statement purposes in the future. Furthermore, no rule or regulation requires that we calculate NAV in a certain way. Although we believe our NAV calculation methodologies are consistent with standard industry principles, there is no established practice among public REITs, whether listed or not, for calculating NAV in order to establish a purchase and redemption price. As a result, other public REITs may use different methodologies or assumptions to determine NAV.

Independent Valuation Advisor

With the approval of our board of directors, including a majority of our independent directors, we have engaged the Independent Valuation Advisor with respect to providing monthly real property asset appraisals, reviewing annual third-party real property asset appraisals, reviewing the Advisor’s internal valuations of debt-related assets and liabilities, helping us administer the process described under “Real Property Assets” below for the real property assets in our portfolio, and assisting in the development and review of the valuation procedures contained herein. Altus Group is a multidisciplinary provider of independent, commercial real estate appraisal, consulting, technology, and advisory services with multiple offices around the world, including in the United States, Canada, Europe and Asia Pacific. Altus Group is not affiliated with us or the Advisor. The compensation we pay to the Independent Valuation Advisor is not based on the estimated values of our assets or liabilities. Our board of directors, including a majority of our independent directors, may replace the Independent Valuation Advisor at any time. We will promptly disclose any changes to the identity or role of the Independent Valuation Advisor in this prospectus and in reports we publicly file with the SEC.

Altus Group discharges its responsibilities with respect to real property asset appraisals in accordance with our real property asset valuation procedures described below and with the oversight of our board of directors. Our board of directors is not involved in the day-to-day valuation of the real property assets within our portfolio, but periodically receives and reviews such information about the valuations of the real property assets as it deems necessary to exercise its oversight responsibility. While our Independent Valuation Advisor is responsible for providing monthly appraisals of our real property assets and reviews of third-party appraisals, our Independent Valuation Advisor is not responsible for nor does it prepare our monthly NAV.

The Independent Valuation Advisor performs other roles under our valuation procedures as described herein and may be engaged to provide additional services, including providing an independent appraisal of any of our other assets or liabilities (contingent or otherwise). Our Independent Valuation Advisor may from time to time perform other commercial real estate and financial advisory services for our Advisor and its related parties, or in transactions related to the properties that are the subject of appraisals being performed for us, or otherwise, so long as such other services do not adversely affect the independence of the applicable appraiser as certified in the applicable appraisal report or the independence of our Independent Valuation Advisor.

Valuation of Consolidated Assets and Liabilities

Our NAV will reflect our pro rata ownership share of the fair values of certain consolidated assets and liabilities, as described below.

Real Property Assets

The overarching principle of the real property asset appraisal process is to produce real property asset appraisals that represent credible opinions of fair value. The estimate of fair value developed in the appraisals of our real property assets may not always reflect the value of, or may materially differ from, the value at which we would agree to buy or sell such assets. Further, we do not undertake to disclose the value at which we would be willing to buy or sell our real property assets to any prospective or existing investor.

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Each real property asset is appraised each calendar month by the Independent Valuation Advisor, with such appraisals reviewed by the Advisor. Additionally, each real property asset is appraised by a Third-Party Appraisal Firm at least once per calendar year. We seek to schedule the appraisals by the Third-Party Appraisal Firms evenly throughout the calendar year, such that an approximately equal portion of the real property assets in our portfolio are appraised by a Third-Party Appraisal Firm each month, although we may have more or fewer appraisals in an individual month. Both the Advisor and the Independent Valuation Advisor will review the appraisals provided by Third-Party Appraisal Firms. In its review, the Independent Valuation Advisor, will provide an opinion as to the reasonableness of each appraisal report from Third-Party Appraisal Firms as well as provide a second, independent appraisal as part of its regular monthly appraisal duties. Valuation discrepancies between the appraisal provided by the Third-Party Appraisal Firm and the appraisal provided by the Independent Valuation Advisor are subject to our valuation dispute resolution procedures. Under these procedures, if the Third-Party Appraisal Firm and the Independent Valuation Advisor are unable to reconcile the key differences between the two appraisals, we will use the appraisal from the Independent Valuation Advisor in the calculation of our NAV until a new appraisal from a different Third-Party Appraisal Firm is obtained and is used as the appraised value. In no event will a calendar year pass without having each real property asset appraised by a Third-Party Appraisal Firm unless such asset is being bought or sold in such calendar year. The acquisition price for a newly acquired real property asset will serve as the initial appraised value for such real property asset, and will first be appraised by a Third-Party Appraisal Firm in the calendar year following the year of acquisition.

Appraisals are performed in accordance with the Uniform Standards of Professional Appraisal Practices, or USPAP, the real estate appraisal industry standards created by The Appraisal Foundation and the Code of Ethics & Standards of Professional Practice of the Appraised Institute. Each appraisal must be reviewed, approved, and signed by an individual with the professional MAI designation of the Appraisal Institute. As described above, the Independent Valuation Advisor will review the appraisals from the Third-Party Appraisal Firms and provide an opinion as to the reasonableness of the appraisal report before reflecting any valuation change in its monthly appraisals of real property assets in our portfolio. Real estate appraisals are reported on a free-and-clear basis (for example, no mortgage), irrespective of any property-level financing that may be in place. Such property-level debt or other financing ultimately are factored in and do impact our NAV in a manner described in more detail below.

We rely on the income approach as the primary methodology used by the Independent Appraisal Firms in valuing the real property assets within our portfolio, whereby value is derived by determining the present value of a real property asset’s future cash flows (for example, discounted cash flow analysis). Consistent with industry practices, the income approach incorporates subjective judgments regarding comparable property rental rates and operating expense data, the appropriate capitalization and discount rates, and projections of future income and expenses based on market derived data and trends. Other methodologies that may also be used to value properties include sales comparisons and replacement cost approaches. Because the real property asset appraisals involve significant professional judgment in the application of both observable and unobservable inputs, the estimated fair value of our real property assets may differ from their actual realizable values or future appraised values. Our real estate valuations may not reflect the liquidation value or net realizable value of our real property assets because the valuations performed by the Independent Appraisal Firms involve subjective judgments about competitive market behavior and do not reflect transaction costs that would be incurred if we were to dispose of our real property assets today. Transaction costs related to an acquisition or disposition will generally be factored into our NAV no later than the closing date for such transaction, and in some circumstances such as when an asset is anticipated to be acquired or disposed, we may factor into our NAV calculation a portion of the potential transaction price and related closing costs given the likelihood that the transaction will close.

The Independent Appraisal Firms request and collect all reasonably available information that they deem relevant in valuing the real property assets in our portfolio from a variety of sources including, but not limited to information from management and other information derived through the Independent Appraisal Firm’s database and other industry and market data. The Independent Appraisal Firms rely in part on property-level information provided by the Advisor, including: (i) historical and budgeted operating revenues and expenses of the property; (ii) lease agreements on the property; and (iii) information regarding recent or planned capital expenditures.

In conducting their investigation and analyses, our Independent Appraisal Firms take into account customary and accepted financial and commercial procedures and considerations as they deem relevant, which may include, without limitation, the review of documents, materials and information relevant to valuing the real property asset that are provided by us or our Advisor. Although our Independent Appraisal Firms may review the information supplied or otherwise made available by us or our Advisor for reasonableness, they assume and rely upon the accuracy and completeness of all such information and of all information supplied or otherwise made available to them by any other party and do not undertake any duty or responsibility to verify independently any of such information. With respect to operating or financial forecasts and other information and data to be provided to or otherwise to be reviewed by or discussed with our Independent Appraisal Firms, our Independent Appraisal Firms assume that such forecasts and other information and data were reasonably prepared in good faith reflecting the best currently available estimates and judgments of our management, board of directors and Advisor, and rely upon us to advise our Independent Appraisal Firms promptly if any material information previously provided becomes inaccurate or is required to be updated during the valuation period.

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In performing their analyses, our Independent Appraisal Firms make numerous other assumptions with respect to the behavior of market participants, industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond their control and our control, as well as certain factual matters. For example, unless specifically informed to the contrary, our Independent Appraisal Firms may assume that we have clear and marketable title to each real property asset valued, that no title defects exist, that improvements were made in accordance with law, that no hazardous materials are present or were present previously, that no deed restrictions exist, and that no changes to zoning ordinances or regulations governing use, density or shape are pending or being considered. Furthermore, our Independent Appraisal Firms’ analysis, opinions and conclusions are necessarily based upon market, economic, financial and other circumstances and conditions existing at or prior to the appraisal, and any material change in such circumstances and conditions may affect our Independent Appraisal Firms’ analysis and conclusions. Our Independent Appraisal Firms’ appraisal reports may contain other assumptions, qualifications and limitations set forth in the respective appraisal reports that qualify the analysis, opinions and conclusions set forth therein.

Our Independent Appraisal Firms’ valuation reports are addressed solely to us and not to the public; may not be relied upon by any other person to establish an estimated value of our common stock; and will not constitute a recommendation to any person to purchase or sell any shares of our common stock. In preparing its appraisal reports, our Independent Appraisal Firms do not solicit third-party indications of interest for our common stock in connection with possible purchases thereof or the acquisition of all or any part of our company.

Upon becoming aware of the occurrence of a material event impacting real property asset, the Advisor will promptly notify the Independent Valuation Advisor. The Independent Valuation Advisor determines the appropriate adjustment, if any, to be made to its estimated fair value of the real property asset during a given month and then updates its appraisal on the asset. For example, changes to underlying property fundamentals and overall market conditions, which may include: (i) an unexpected termination or renewal of a material lease; (ii) a material change in vacancy levels; (iii) an unanticipated structural or environmental event at a real property asset; or (iv) material capital markets events, any of which may cause the value of a real property asset to change materially. Furthermore, the values of our real property assets are determined on an unencumbered basis. The effect of any property-level debt on our NAV is discussed further below.

Each development real property asset will be appraised by the Independent Valuation Advisor on a monthly basis, and will first be appraised by a Third-Party Appraisal Firm upon the earlier of stabilization or twelve months from substantial completion, and once per calendar year thereafter. Factors such as the status of land entitlements, permitting processes and jurisdictional approvals are considered when determining the fair value of the development.

Real Estate-Related Assets and Other Assets

Real Estate-Related Assets that are not restricted as to salability or transferability are fair valued monthly based on publicly available information. Generally, to the extent the information is available, such Real Estate-Related Assets are valued at the last trade of such securities that was executed at or prior to closing on the valuation day or, in the absence of such trade, the last ‘‘bid’’ price. The value of these Real Estate-Related Assets that are restricted as to salability or transferability may be adjusted by the pricing source for a liquidity discount. In determining the amount of such discount, consideration is given to the nature and length of such restriction and the relative volatility of the market price of the asset.

Other assets include, but may not be limited to, derivatives (other than interest rate hedges), credit rated government securities, cash and cash equivalents and accounts receivable. Estimates of the fair values of other assets are determined using widely accepted methodologies and, where available, on the basis of publicly available pricing quotations and information. Subject to the board of directors’ approval, pricing sources may include third parties or the Advisor or its affiliates.

Other assets also include individual investments in mortgages, mortgage participations and mezzanine loans that are included in our determination of NAV at fair value using widely valuation methodologies.

Pursuant to our valuation procedures, our board of directors, including a majority of our independent directors, approves the pricing sources of our Real Estate-Related Assets and derivatives. In general, these sources are third parties other than our Advisor. However, we may utilize the Advisor or a Black Creek Group affiliate as a pricing source if the asset is not considered material to the Company or there are no other pricing sources reasonably available, and provided that our board of directors, including a majority of our independent directors, must approve the initial valuation performed by our Advisor and any subsequent material adjustments made by our Advisor. The third-party pricing source may, under certain circumstances, be our Independent Valuation Advisor.

Liabilities, Excluding Property-Level Mortgages, Corporate-Level Credit Facilities and Interest Rate Hedges

Except as noted below, we include an estimate of the fair value of our liabilities as part of our NAV calculation. These liabilities include, but may not be limited to, fees and reimbursements payable to the Advisor and its affiliates, accounts payable and

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accrued expenses, and other liabilities. Pursuant to our valuation procedures, our board of directors, including a majority of our independent directors, approves the pricing sources of our liabilities which may include third parties or our Advisor or its affiliates.

Under applicable GAAP, we record liabilities for distribution fees (i) that we currently owe the Dealer Manager under the terms of our dealer manager agreement and (ii) for an estimate that we may pay to our Dealer Manager in future periods. However, we do not deduct the liability for estimated future distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimated value on the date that we determine our NAV. Accordingly, our estimated NAV at any given time does not include consideration of any estimated future distribution fees that may become payable after such date. Our Independent Valuation Advisor is not responsible for appraising or reviewing these liabilities.

Liabilities - Property-Level Mortgages, Corporate-Level Credit Facilities and Interest Rate Hedges

Our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity, including those subject to interest rates hedges, are valued at par (i.e. at their respective outstanding balances). Because we often utilize interest rate hedges to stabilize interest payments (i.e. to fix all-in interest rates through interest rate swaps or to limit interest rate exposure through interest rate caps) on individual loans, each loan and associated interest rate hedge are treated as one financial instrument which are valued at par if intended to be held to maturity (which for fixed rate debt not subject to interest rate hedges may be the date near maturity at which time the debt will be eligible for prepayment at par for purposes herein). This policy of valuing at par will apply regardless of whether any given interest rate hedge is considered as an asset or liability for GAAP purposes.

Our property-level mortgages and corporate-level credit facilities that are not intended to be held to maturity (in conjunction with any associated interest rate hedges that are not intended to be held to maturity) are fair valued by the Advisor using widely accepted valuation methodologies based on information provided by various qualified third-party valuation experts and data sources. Our Independent Valuation Advisor will review the Advisor’s fair value calculations for the property-level mortgages and corporate-level credit facilities that are not intended to be held to maturity, excluding any impacts from interest rate hedges.

Estimated prepayment penalties will not factor into the valuation of our debt unless an interest rate hedge is definitively not intended to be held to maturity, in which case a hedge mark to market adjustment will be made at such time using a third-party pricing source.

Debt that is not intended to be held to maturity means any property-level mortgages that we definitively intend to prepay in association with any asset considered as held-for-sale from a GAAP perspective, other property-level mortgages or corporate-level credit facilities that we definitively intend to prepay, or any interest rate hedge that we definitively intend to terminate.

In addition, for non-recourse mortgages and interest rate hedges, the combined value of the net liability for each mortgage and associated interest rate hedge is limited to the value of the underlying asset(s), so as to not make the equity of such asset(s) less than zero.

Costs and expenses incurred to secure such financings are amortized over the life of the applicable loan. Unless costs can be specifically identified, we allocate the financing costs and expenses incurred with obtaining multiple loans that are not directly related to any single loan among the applicable loans, generally pro rata based on the amount of proceeds from each loan.

Estimated NAV of Unconsolidated Investments

Unconsolidated real property assets held through joint ventures or partnerships are valued according to the valuation procedures set by such joint ventures or partnerships. At least once per calendar year, each unconsolidated real property asset will be appraised by a Third-Party Appraisal Firm. If the valuation procedures of the applicable joint ventures or partnerships do not accommodate a monthly determination of the fair value of real property assets, we will determine the estimated fair value of the unconsolidated real property assets for those interim periods. We will also determine on a monthly basis the fair value of any other applicable assets and liabilities of the joint venture using similar practices that we utilize for our consolidated portfolio.

Once the associated fair values of assets and liabilities are calculated, the value of our interest in any joint venture or partnership is then determined by using a hypothetical liquidation calculation based on our ownership percentage of the joint venture or partnership’s estimated NAV. If deemed an appropriate alternative to fair valuing applicable assets and liabilities individually, unconsolidated assets and liabilities held in a joint venture or partnership that acquires multiple real property assets over time may be valued as a single investment.

The Independent Valuation Advisor is not responsible for providing monthly appraisals of unconsolidated real property assets, reviewing third-party appraisals of unconsolidated real property assets, or valuing our unconsolidated investments per these valuation procedures; however, they may be engaged to do so.

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Probability-Weighted Adjustments

In certain circumstances, such as in an acquisition or disposition process, we may be aware of a contingency or contingencies that could impact the value of our assets, liabilities, income or expenses for purposes of our NAV calculation. For example, we may be party to an agreement to sell a property at a value different from the property value being used in our current NAV calculation. The same agreement may require the buyer to assume a related mortgage loan with a fair value that is different from the value of the loan being used in our current NAV calculation. The transaction may also involve costs for brokers, transfer taxes, and other items upon a successful closing. To the extent such contingencies may affect the value of a real property asset, the Independent Valuation Advisor may take such contingencies into account when determining the value of such real property asset for purposes of our NAV calculation. Similarly, we may adjust the other components of our NAV (such as the carrying value of our liabilities or expense accruals) for purposes of our NAV calculation. These adjustments may be made either in whole or in part over a period of time, and both the Independent Valuation Advisor and we may take into account (a) the estimated probability of the contingencies occurring and (b) the estimated impact to NAV if the contingencies were to occur when determining the timing and magnitude of any adjustments to NAV.

NAV and NAV per Share Calculation

Our NAV per share is calculated as of the last calendar day of each month for each of our outstanding classes of stock, and is available generally within 15 calendar days after the end of the applicable month. Our NAV per share is calculated by ALPS, a third-party firm approved by our board of directors, including a majority of our independent directors. Our board of directors, including a majority of our independent directors, may replace ALPS, the Independent Valuation Advisor, or any other party involved in our valuation procedures with another party, including our Advisor, if it is deemed appropriate to do so.

Each month, before taking into consideration accrued dividends or class-specific distribution fee accruals, any change in the Aggregate Fund NAV of our outstanding shares of common stock, along with the OP Units held by third parties from the prior month (whether an increase or decrease) is allocated among each class of Fund Interest based on each class’s relative percentage of the previous Aggregate Fund NAV. Changes in the Aggregate Fund NAV reflect factors including, but not limited to, unrealized/realized gains (losses) on the value of our real property asset portfolio, increases or decreases in Real Estate-Related Assets and other assets and liabilities, and monthly accruals for income and expenses (including accruals for performance based fees, if any, advisory fees and distribution fees) and distributions to investors.

Our most significant source of income is property-level net operating income. We accrue revenues and expenses on a monthly basis based on actual leases and operating expenses in that month. For the first month following a real property asset acquisition, we will calculate and accrue net operating income with respect to such property based on the performance of the property before the acquisition and the contractual arrangements in place at the time of the acquisition, as identified and reviewed through our due diligence and underwriting process in connection with the acquisition. For NAV calculation purposes, organization and offering costs incurred as part of our corporate-level expenses related to our primary offering reduce NAV as incurred. Organization and offering costs incurred prior to January 1, 2020, are amortized to expense on a straight-line basis over 5 years, beginning January 1, 2020.

Following the calculation and allocation of changes in the Aggregate Fund NAV as described above, NAV for each class is adjusted for accrued dividends and ongoing distribution fees that are currently payable, to determine the monthly NAV. Ongoing distribution fees are allocated on a class-specific basis and borne by all holders of the applicable class. These class-specific fees may differ for each class, even when the NAV of each class is the same. We normally expect that the allocation of ongoing distribution fees on a class-specific basis will result in different amounts of distributions being paid with respect to each class of shares. However, if no distributions are authorized for a certain period, or if they are authorized in an amount less than the allocation of class-specific fees with respect to such period, then pursuant to these valuation procedures, the class-specific fee allocations may lower the NAV of a share class. Therefore, as a result of the different ongoing fees allocable to each share class, each share class could have a different NAV per share. If the NAV of our classes are different, then changes to our assets and liabilities that are allocable based on NAV may also be different for each class. Because the purchase price of shares in the primary offering is equal to the transaction price, which generally equals the most recently disclosed monthly NAV per share, plus the upfront selling commissions and dealer manager fees, which are effectively paid by purchasers of shares at the time of purchase, the upfront selling commissions and dealer manager fees have no effect on the NAV of any class.

NAV per share for each class is calculated by dividing such class’s NAV at the end of each month by the number of shares outstanding for that class on such day.

NAV of our Operating Partnership and OP Units

Our valuation procedures include the following methodology to determine the monthly NAV of our Operating Partnership and the OP Units. Our Operating Partnership has certain classes of OP Units that are each economically equivalent to a corresponding class of shares. Accordingly, on the last day of each month, for such classes of OP Units, the NAV per OP Unit equals the NAV per

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share of the corresponding class. The NAV of our Operating Partnership on the last day of each month equals the sum of the NAVs of each outstanding OP Unit on such day.

Oversight by our Board of Directors

All parties engaged by us in connection with the calculation of our NAV, including Altus Group, ALPS and our Advisor, are subject to the oversight of our board of directors. As part of this process, our Advisor reviews the estimates of the values of our real property assets, Real Estate-Related Assets, and other assets and liabilities within our portfolio for consistency with our valuation guidelines and the overall reasonableness of the valuation conclusions, and informs our board of directors of its conclusions. Although our Independent Valuation Advisor or other pricing sources may consider any comments received from us or our Advisor or other valuation sources for their individual valuations, the final estimated fair values of our real property assets are determined by the Independent Valuation Advisor and Real Estate-Related Assets and other assets and liabilities are determined by the applicable pricing source. With respect to the valuation of our real property assets, the Independent Valuation Advisor provides our board of directors with periodic valuation reports and is available to meet with our board of directors to review valuation information, as well as our valuation guidelines and the operation and results of the valuation process generally. Our board of directors has the right to engage additional valuation firms and pricing sources to review the valuation process or valuations, if deemed appropriate.

Review of and Changes to Our Valuation Procedures

At least once each calendar year our board of directors, including a majority of our independent directors, reviews the appropriateness of our valuation procedures with input from our Independent Valuation Advisor. From time to time our board of directors, including a majority of our independent directors, may adopt changes to the valuation procedures if it: (1) determines that such changes are likely to result in a more accurate reflection of NAV or a more efficient or less costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination; or (2) otherwise reasonably believes a change is appropriate for the determination of NAV. We will publicly announce material changes to our valuation procedures or the identity or role of the Independent Valuation Advisor or ALPS.

Limitations on the Calculation of NAV

The most significant component of our NAV consists of real property assets and, as with any real estate valuation protocol, each real property asset appraisal and valuation is based on a number of judgments, assumptions or opinions about future events that may or may not prove to be correct. The use of different judgments, assumptions or opinions could result in a different estimate of the value of our real property assets. Although the methodologies contained in the valuation procedures are designed to operate reliably within a wide variety of circumstances, it is possible that in certain unanticipated situations or after the occurrence of certain extraordinary events (such as a terrorist attack or an act of nature), our ability to implement and coordinate our NAV procedures may be impaired or delayed, including in circumstances where there is a delay in accessing or receiving information from vendors or other reporting agents. Further, the NAV per share should not be viewed as being determinative of the value of our common stock that may be received in a sale to a third party or the value at which our stock would trade on a national stock exchange. Our board of directors may suspend this offering and the share redemption program if it determines that the calculation of NAV may be materially incorrect or there is a condition that restricts the valuation of a material portion of our assets.

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Filedpursuantto424(b)(3)RegistrationNo.333-229136

BLACKCREEKINDUSTRIALREITIVINC.SUPPLEMENTNO.2DATEDJUNE15,2020

TOTHEPROSPECTUSDATEDAPRIL28,2020

Thisprospectussupplement(“Supplement”)ispartofandshouldbereadinconjunctionwiththeprospectusofBlackCreekIndustrialREITIVInc.,datedApril28,2020(the“Prospectus”),assupplementedbySupplementNo.1,datedMay15,2020.Unlessotherwisedefinedherein,capitalizedtermsusedinthisSupplementshallhavethesamemeaningsasintheProspectus.

ThepurposeofthisSupplementistodisclose:

● thetransactionpriceandofferingpriceforeachclassofourcommonstockforsubscriptionstobeacceptedasofJuly1,2020;● thecalculationofourMay31,2020netassetvalue(“NAV”)pershare,asdeterminedinaccordancewithourvaluationprocedures,foreach

ofourshareclasses;● distributionsforthemonthofMay2020;● theimpactofthenovelcoronavirus(“COVID-19”);● anupdatetotheriskfactors;● updatedexpertsinformation;● updatedinformationregardingtheAdvisoryAgreement;and● updatedinformationregardingtheExpenseSupportAgreement.

● JULY1,2020TRANSACTIONPRICE

ThetransactionpriceforeachshareclassofourcommonstockforsubscriptionstobeacceptedasofJuly1,2020(anddistributionreinvestmentplanissuancesfollowingthecloseofbusinessonJune30,2020andshareredemptionsasofJune30,2020)isasfollows:

ShareClassTransactionPrice

(pershare)OfferingPrice(pershare)

ClassT $ 10.0597 $ 10.5337ClassW $ 10.0597 $ 10.0597ClassI $ 10.0597 $ 10.0597

Thetransactionpriceforeachofourshareclassesisequaltosuchclass’sNAVpershareasofMay31,2020.AcalculationoftheNAVpershareissetforthinthesectionofthisSupplementtitled“May31,2020NAVPerShare.”Theofferingpriceofourcommonstockforeachshareclassequalsthetransactionpriceofsuchclass,plusapplicableupfrontsellingcommissionsanddealermanagerfees.

● MAY31,2020NAVPERSHARE

Ourboardofdirectors,includingamajorityofourindependentdirectors,hasadoptedvaluationprocedures,asamendedfromtimetotime,thatcontainacomprehensivesetofmethodologiestobeusedinconnectionwiththecalculationofourNAV.OurmostrecentNAVpershareforeachshareclass,whichisupdatedasofthelastcalendardayofeachmonth,ispostedonourwebsiteatwww.blackcreekindustrialiv.comandisalsoavailableonourtoll-free,automatedtelephonelineat(888)310-9352.Seethe“NetAssetValueCalculationandValuationProcedures”sectionoftheProspectusforamoredetaileddescriptionofourvaluationprocedures,includingimportantdisclosureregardingrealpropertyvaluationsprovidedbyAltusGroupU.S.Inc.(the“IndependentValuationFirm”).Allpartiesengagedbyusin

BCIRIV_PRO_SUP2_JUNE20

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thecalculationofourNAV,includingtheAdvisor,aresubjecttotheoversightofourboardofdirectors.Generally,allofourrealpropertiesareappraisedonceeachcalendaryearbythirdpartyappraisalfirmsinaccordancewithourvaluationproceduresandsuchappraisalsarereviewedbytheIndependentValuationFirm.

Asusedbelow,“FundInterests”meansouroutstandingsharesofcommonstock,alongwiththepartnershipunitsinouroperatingpartnership(“OPUnits”)helddirectlyorindirectlybytheSponsor,and“AggregateFundNAV”meanstheNAVofalloftheFundInterests.

ThefollowingtablesetsforththecomponentsofAggregateFundNAVasofMay31,2020andApril30,2020:

Asof(inthousands) May31,2020 April30,2020Investmentsinindustrialproperties $ 1,098,300 $ 963,100Cashandcashequivalents 536,407 518,563Otherassets 17,904 20,674Lineofcredit,termloanandmortgagenotes (464,250) (356,750)Otherliabilities (18,414) (16,239)Accruedperformancecomponentofadvisoryfee (1,591) (1,106)Accruedfixedcomponentofadvisoryfee (703) (615)AggregateFundNAV $ 1,167,653 $ 1,127,627TotalFundInterestsoutstanding 116,072 112,058

ThefollowingtablesetsforththeNAVperFundInterestasofMay31,2020andApril30,2020:

(inthousands,exceptperFundInterestdata) Total ClassTShares

ClassWShares

ClassIShares OPUnits

AsofMay31,2020MonthlyNAV $ 1,167,653 $ 1,086,666 $ 55,481 $ 21,875 $ 3,631FundInterestsoutstanding 116,072 108,021 5,515 2,175 361NAVPerFundInterest $ 10.0597 $ 10.0597 $ 10.0597 $ 10.0597 $ 10.0597AsofApril30,2020MonthlyNAV $ 1,127,627 $ 1,049,737 $ 53,161 $ 21,097 $ 3,632FundInterestsoutstanding 112,058 104,318 5,283 2,096 361NAVPerFundInterest $ 10.0629 $ 10.0629 $ 10.0629 $ 10.0629 $ 10.0629

UnderGAAP,werecordliabilitiesforongoingdistributionfeesthat(i)wecurrentlyoweunderthetermsofthedealermanageragreementand(ii)weestimatewemaypaytotheDealerManagerinfutureperiodsforsharesofourcommonstock.AsofMay31,2020,weestimatedapproximately$42.3millionofongoingdistributionfeeswerepotentiallypayabletotheDealerManager.WeintendforourNAVtoreflectourestimatedvalueonthedatethatwedetermineourNAV.Assuch,wedonotdeducttheliabilityforestimatedfuturedistributionfeesinourcalculationofNAVthatmaybecomepayableafterthedateasofwhichourNAViscalculated.

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ThevaluationforourrealpropertiesasofMay31,2020wasprovidedbytheIndependentValuationFirminaccordancewithourvaluationproceduresanddeterminedbystartingwiththeappraisedvalue.CertainkeyassumptionsthatwereusedbytheIndependentValuationFirminthediscountedcashflowanalysisaresetforthinthefollowingtable:

Weighted-AverageBasis

Exitcapitalizationrate 5.4%Discountrate/internalrateofreturn 6.4%Holdingperiodofrealproperties(years) 10.1

Achangeintheratesusedwouldimpactthecalculationofthevalueofourrealproperties.Forexample,assumingallotherfactorsremainconstant,thehypotheticalchangeslistedbelowwouldresultinthefollowingeffectsonthevalueofourrealproperties:

Input HypotheticalChange

Increase(Decrease)totheNAVofReal

PropertiesExitcapitalizationrate(weighted-average) 0.25%decrease 3.3 %

0.25%increase (3.0)%Discountrate(weighted-average) 0.25%decrease 2.0 %

0.25%increase (2.0)%

● DISTRIBUTIONS

Wehavedeclaredmonthlydistributionsforeachclassofourcommonstock.Todate,eachclassofourcommonstockhasreceivedthesamegrossdistributionpershare.Monthlygrossdistributionswere$0.0454pershareforeachshareclassforthemonthofMay2020.ThenetdistributionpershareiscalculatedasthegrossdistributionpersharelessanydistributionfeesthatarepayablemonthlywithrespecttoClassTsharesandClassWshares.SincedistributionfeesarenotpaidwithrespecttoClassIshares,thenetdistributionspayablewithrespecttoClassIsharesareequaltothegrossdistributionspayablewithrespecttoClassIshares.Thetablebelowdetailsthenetdistributionsforeachclassofourcommonstockfortheperiodpresented:

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● IMPACTOFCOVID-19

TheglobalpandemicandresultingshutdownoflargepartsoftheU.S.economyhascreatedsignificantuncertaintyandenhancedinvestmentriskacrossmanyassetclasses,includingrealestate.However,webelievewearewell-positionedtonavigatethisunprecedentedperiod.OurbalancesheetasofMay31,2020wasstrongwithover$500.0millionofcashandlessthan30%leverage,calculatedasourtotalborrowingsoutstandingdividedbythefairvalueofourrealpropertypluscashandcashequivalents.Inaddition,ourportfoliowas97.2%leasedasofMay31,2020andisdiversifiedacross52assetstotaling10.4millionsquarefeet.Ourbuildingscontainadiverserosterof102customers,largeandsmall,spanningamultitudeofindustriesandsectorsacross17markets.OurNAVasofMay31,2020is$10.06pershare,whichisflatrelativetothepreviousmonth’sNAVpershareandourdistributionrepresentsa5.17%annualizedyieldbeforetheeffectofannualdistributionfeesthatarepayablewithrespecttoClassTsharesandClassWshares.

Ourtenuredandexperiencedassetmanagementteamsareworkingdirectlywithourcustomerstomanagethroughtheseturbulenttimes.Withinourexistingportfolio,approximately91%ofourcustomers(basedongrossMayrent)continuedtopaytheirrentforMay2020,comparedtoaverageannualcollectionsofover99%priortothepandemic.WedonotcurrentlyexpectanymaterialdifferenceforcollectionsinJune2020.However,manyofourcustomers’businesseshavebeendisruptedandsomeofourmoreimpactedcustomersareexperiencinglostrevenue.Ourteamsareworkingwiththesecustomerstoensuretheytakeadvantageofanyavailableinsuranceandgovernmentstimulusprograms,whichmayhelpthempayrentwhetherinfullorinpart.Whereappropriate,wehaverestructuredleasesandmayrestructureadditionalleasestoprovidetemporaryrentreliefneededbycertaincustomerswhilepositioningourselvestorecaptureabatedrentovertime.Asofthedateofthisfiling,wehadexecutedoragreedtosuchforbearanceagreementswithapproximately6%ofourcustomers(basedongrossrent).Wecanprovidenoassurancesthatwewillbeabletocontinuetocollectrentatthesamelevelthatwedidpriortothepandemic.Furthermore,wecanprovidenoassurancesthatwewillbeabletorecoverunpaidrent.

Whiletheuncertainlengthanddepthofthedamagefrombusinessdisruptionsremainasignificantrisk,webelieveourNAVasofMay31,2020currentlyreflectsthisshort-termuncertainty,astheIndependentValuationFirmhasproactivelyincreasedcreditlossreservesthatmayresultfromforbearanceagreementsorincreasedvacanciesinthebroadermarket.Goingforward,themarketdisruptionmayslowourpaceofdeploymentassellersmaybelesswillingtotransact.SlowerdeploymentofcapitalintoincomeproducingrealestatefurtherreducescashflowgeneratedtocoverourdistributionstoourstockholdersandmaycauseustoreduceourNAVinfutureperiodsintheabsenceofassetappreciationorexpensesupportfromtheAdvisor.However,webelieveourstrongbalancesheetandabilityasanoperatorwillallowustobeapatientbuyerofassetsinordertomaximizelong-termtotalreturnandvaluecreationforourstockholders.

● RISKFACTORS

Thefollowingriskfactorsupersedesandreplacesthesixthriskfactorinthesectiontitled"RiskFactors-RisksRelatedtoOurGeneralBusinessOperationsandOurCorporateStructure”onpage69oftheProspectus:

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ThecurrentoutbreakofCOVID-19andresultingimpactsontheU.S.economyandfinancialmarketshascreatedextremeuncertaintyandvolatilitywithrespecttothecurrentandfuturevaluesofrealestate,andthereforeourNAVpershare,aswellasthemarketvalueofourdebt(includingassociatedinterestratehedges).Asaresult,ourNAVpersharemaynotreflecttheactualrealizablevalueofourunderlyingpropertiesatanygiventimeorthemarketvalueofourdebt(includingassociatedinterestratehedges).

ThecurrentoutbreakofCOVID-19andresultingimpactsontheU.S.economyandfinancialmarketshavecreatedextremeuncertaintyandvolatilitywithrespecttothecurrentandfuturevaluesofrealestateandrealestate-relatedassets,borrowingsandhedges.TherecentCOVID-19pandemicisexpectedtocontinuetohaveasignificantimpactonlocal,nationalandglobaleconomiesandhasresultedinaworld-wideeconomicslowdown.Thefalloutfromtheongoingpandemiconourinvestmentsisuncertain;however,itisexpectedtohaveanegativeimpactontheoverallrealestatemarket.Inaddition,slowertransactionvolumemayresultinlessdataforassessingrealestatevalues.ThisincreasestheriskthatourNAVpersharemaynotreflecttheactualrealizablevalueofourunderlyingpropertiesatanygiventime,asvaluationsandappraisalsofourpropertiesandrealestate-relatedassetsareonlyestimatesofmarketvalueasoftheendofthepriormonthandmaynotreflectthechangesinvaluesresultingfromtheCOVID-19pandemic,asthisimpactisoccurringrapidlyandisnotimmediatelyquantifiable.TotheextentrealestatevaluesdeclineafterthedatewediscloseourNAV,whetherduetotheCOVID-19outbreakorotherwise,(i)wemayoverpaytoredeemourshares,whichwouldadverselyaffecttheinvestmentofnon-redeemingstockholders,and(ii)newinvestorsmayoverpayfortheirinvestmentinourcommonstock,whichwouldheightentheirriskofloss.Furthermore,becausewegenerallydonotmarktomarketourproperty-levelmortgagesandcorporate-levelcreditfacilitiesthatareintendedtobeheldtomaturityorourassociatedinterestratehedgesthatareintendedtobeheldtomaturity,therealizablevalueofourcompanyorourassetsthatareencumberedbydebtmaybehigherorlowerthanthevalueusedinthecalculationofourNAV.Thisriskmaybeexacerbatedbythecurrentmarketvolatility,whichcanleadtolargeandsuddenswingsinthefairvalueofourassetsandliabilities.Wecurrentlyestimatethefairvalueofourdebt(inclusiveofassociatedinterestratehedges)thatwasintendedtobeheldtomaturityasofMay31,2020was$4.4millionhigherthanparforsuchdebtinaggregate,meaningthatifweusedthefairvalueofourdebtratherthanpar(andtreatedtheassociatedhedgeaspartofthesamefinancialinstrument),ourNAVwouldbelowerbyapproximately$4.4million,or$0.04pershare,asofMay31,2020.

● EXPERTS

ThestatementsincludedinthisSupplementunderthesectiontitled“May31,2020NAVPerShare”relatingtotheroleofAltusGroupU.S.,Inc.havebeenreviewedbyAltusGroupU.S.,Inc.,anindependentvaluationfirm,andareincludedinthisSupplementgiventheauthorityofsuchfirmasexpertsinrealestatevaluations.

● ADVISORYAGREEMENT

ThefollowingupdatesthedescriptionoftheAdvisoryAgreementinthesectionoftheProspectustitled,“TheAdvisorandtheAdvisoryAgreement”:

We,theOperatingPartnershipandtheAdvisorenteredintotheAmendedandRestatedAdvisoryAgreement(2020),datedasofJune12,2020,orthe“AdvisoryAgreement”,pursuanttowhichtheAdvisorperformscertaindutiesandresponsibilitiesasafiduciaryofusandourstockholders.TheAdvisoryAgreementhasatermofoneyear,subjecttorenewalforanunlimitednumberofone-yearperiods.

● EXPENSESUPPORTAGREEMENT

ThefollowingupdatesthedescriptionoftheExpenseSupportAgreementinthesectionsoftheProspectustitled,“ProspectusSummary—CompensationtotheAdvisoranditsAffiliates—ExpenseSupportAgreement,”“ManagementCompensation—ExpenseSupportAgreement”and“RiskFactors—RisksRelatedtoInvestinginthisOffering—Wemayhavedifficultycompletelyfundingourdistributions…”:

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TheExpenseSupportAgreementwasamendedandrestatedasofJune12,2020toextendthetermoftheagreementthroughDecember31,2020.

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Filed pursuant to 424(b)(3) Registration No. 333-229136

BLACK CREEK INDUSTRIAL REIT IV INC. SUPPLEMENT NO. 1 DATED MAY 15, 2020

TO THE PROSPECTUS DATED APRIL 28, 2020

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Black Creek Industrial REIT IV Inc., dated April 28, 2020 (the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

The purpose of this Supplement is to disclose:

the transaction price and offering price for each class of our common stock for subscriptions to be acceptedas of June 1, 2020;

the calculation of our April 30, 2020 net asset value (“NAV”) per share, as determined in accordance withour valuation procedures, for each of our share classes;

the status of our public and private offerings;

an update regarding the impacts of the novel coronavirus (“COVID-19”);

an update to the risk factors;

updated information with respect to our real properties;

updated information regarding distributions;

updated information regarding redemptions;

updated selected financial data;

updated information regarding fees and expenses payable to the Advisor, the Dealer Manager and theiraffiliates;

updated historical NAV information for 2020;

updated experts information; and

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

JUNE 1, 2020 TRANSACTION PRICE

The transaction price for each share class of our common stock for subscriptions to be accepted as of June 1, 2020(and distribution reinvestment plan issuances following the close of business on May 29, 2020 and share redemptions as of May 31, 2020) is as follows:

Share Class Transaction Price

(per share) Offering Price

(per share)

Class T $ 10.0629 $ 10.5371 Class W $ 10.0629 $ 10.0629 Class I $ 10.0629 $ 10.0629

The transaction price for each of our share classes is equal to such class’s NAV per share as of April 30, 2020. A calculation of the NAV per share is set forth in the section of this Supplement titled “April 30, 2020 NAV Per Share.” The offering 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.

BCIRIV-PRO-SUP1-MAY20

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APRIL 30, 2020 NAV PER SHARE

Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. Our most recent NAV per share for each share class, which is updated as of the last calendar day of each month, is posted on our website at www.blackcreekindustrialiv.com and is also available on our toll-free, automated telephone line at (888) 310-9352. See the “Net Asset Value Calculation and Valuation Procedures” section of the Prospectus for a more detailed description of our valuation procedures, including important disclosure regarding real property valuations provided by Altus Group U.S. Inc. (the “Independent Valuation Firm”). All parties engaged by us in the calculation of our NAV, including the Advisor, are subject to the oversight of our board of directors. Generally, all of our real properties are appraised once each calendar year by third party appraisal firms in accordance with our valuation procedures and such appraisals are reviewed by the Independent Valuation Firm.

As used below, “Fund Interests” means our outstanding shares of common stock, along with the partnership units in our operating partnership (“OP Units”) held directly or indirectly by the Sponsor, and “Aggregate Fund NAV” means the NAV of all of the Fund Interests.

The following table sets forth the components of Aggregate Fund NAV as of April 30, 2020 and March 31, 2020:

As of

(in thousands) April 30, 2020 March 31, 2020

Investments in industrial properties $ 963,100 $ 940,950 Cash and cash equivalents 518,563 424,796 Other assets 20,674 13,762 Line of credit, term loan and mortgage notes (356,750) (356,750) Other liabilities (16,239) (15,805) Accrued performance component of advisory fee (1,106) (275) Accrued fixed component of advisory fee (615) (599)

Aggregate Fund NAV $ 1,127,627 $ 1,006,079

Total Fund Interests outstanding 112,058 99,963

The following table sets forth the NAV per Fund Interest as of April 30, 2020 and March 31, 2020:

(in thousands, except per Fund Interest data) Total Class T Shares

Class W Shares

Class I Shares OP Units

As of April 30, 2020 Monthly NAV $ 1,127,627 $ 1,049,737 $ 53,161 $ 21,097 $ 3,632 Fund Interests outstanding 112,058 104,318 5,283 2,096 361

NAV Per Fund Interest $ 10.0629 $ 10.0629 $ 10.0629 $ 10.0629 $ 10.0629 As of March 31, 2020 Monthly NAV $ 1,006,079 $ 935,532 $ 47,278 $ 19,636 $ 3,633 Fund Interests outstanding 99,963 92,954 4,697 1,951 361

NAV Per Fund Interest $ 10.0645 $ 10.0645 $ 10.0645 $ 10.0645 $ 10.0645

Under GAAP, we record liabilities for ongoing distribution fees that (i) we currently owe under the terms of the dealer manager agreement and (ii) we estimate we may pay to the Dealer Manager in future periods for shares of our common stock. As of April 30, 2020, we estimated approximately $41.5 million of ongoing distribution fees were potentially payable to the Dealer Manager. We intend for our NAV to reflect our estimated value on the date that we determine our NAV. As such, we do not deduct the liability for estimated future distribution fees in our calculation of NAV that may become payable after the date as of which our NAV is calculated.

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The valuation for our real properties as of April 30, 2020 was provided by the Independent Valuation Firm in accordance with our valuation procedures and determined by starting with the appraised value. Certain key assumptions that were used by the Independent Valuation Firm in the discounted cash flow analysis are set forth in the following table:

Weighted-Average Basis

Exit capitalization rate 5.4% Discount rate / internal rate of return 6.4% Holding period of real properties (years) 10.0

A change in the rates used would impact the calculation of the value of our real properties. For example, assuming

all other factors remain constant, the hypothetical changes listed below would result in the following effects on the value of our real properties:

Input Hypothetical

Change

Increase (Decrease) to the NAV of Real

Properties

Exit capitalization rate (weighted-average) 0.25% decrease 3.3 % 0.25% increase (3.0)% Discount rate (weighted-average) 0.25% decrease 2.0 % 0.25% increase (2.0)%

STATUS OF OUR PUBLIC AND PRIVATE OFFERINGS

As of May 6, 2020, we had raised gross proceeds of $1.2 billion from the sale of 116.0 million million shares of our common stock in our follow-on public offering, including $20.2 million from the sale of 2.0 million shares of our common stock through the distribution reinvestment plan. As of May 6, 2020, approximately $1.25 billion in shares of our common stock remained available for sale pursuant to our follow-on public offering in any combination of Class T shares, Class W shares and Class I shares, including approximately $488.1 million in shares of common stock available for sale through our distribution reinvestment plan, which may be reallocated for sale in our primary offering.

IMPACTS OF COVID-19

The global pandemic and resulting shut down of large parts of the U.S. economy has created significant uncertainty and enhanced investment risk across many asset classes, including real estate. However, we believe we are well-positioned to navigate this unprecedented period. Since December 31, 2019 and through May 6, 2020, we raised over $697.5 million in new equity capital. We believe that the increased pace at which we raised capital in the first three months of 2020 was primarily due to an influx of capital from IPT shareholders who determined to invest in our common shares following the completion of IPT’s asset sale in January 2020. As a result, our balance sheet as of March 31, 2020 was strong with over $400.0 million of cash and less than 30% leverage, calculated as our total borrowings outstanding divided by the fair value of our real property plus cash and cash equivalents. See “—Liquidity and Capital Resources—Capital Resources and Uses of Liquidity—Offering Proceeds” in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 (included at the end of this Supplement) for further information concerning capital raised thus far in 2020 and our expectations regarding the pace of capital raising in the near term. In addition, our portfolio was 98.3% leased as of March 31, 2020 and is diversified across 46 assets totaling 8.6 million square feet. Our buildings contain a diverse roster of 101 customers, large and small, spanning a multitude of industries and sectors across 14 markets, with a strategic weighting towards top tier markets where we have historically seen the lowest volatility combined with positive returns over time. Our NAV as of April 30, 2020 is $10.06 per share, which is flat relative to the previous month’s NAV per share and our distribution represents a 5.17% annualized yield before the effect of annual distribution fees that are payable with respect to Class T shares and Class W shares.

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Our tenured and experienced asset management teams are working directly with our customers to manage through these turbulent times. Within our existing portfolio, 86% of our customers (based on gross April rent) continued to pay their rent in full for April 2020, compared to average annual collections of over 99% prior to the pandemic. We do not currently expect any material difference for collections in May. However, many of our customers’ businesses have been disrupted and some of our more impacted customers are experiencing lost revenue. Our teams are working with these customers to ensure they take advantage of any available insurance and government stimulus programs, which may help them pay rent whether in full or in part. Where appropriate, we have restructured leases and may restructure additional leases to provide temporary rent relief needed by certain customers while positioning ourselves to recapture abated rent over time. As of the date of this filing, we had executed or agreed to such forbearance agreements with approximately 7% of our customers (based on gross rent). We can provide no assurances that we will be able to continue to collect rent at the same level that we did prior to the pandemic. Furthermore, we can provide no assurances that we will be able to recover unpaid rent.

While the uncertain length and depth of the damage from business disruptions remain a significant risk, we believe our NAV as of April 30, 2020 currently reflects this short-term uncertainty, as the Independent Valuation Firm has proactively increased credit loss reserves that may result from forbearance agreements or increased vacancies in the broader market. Going forward, the market disruption may slow our pace of deployment as sellers may be less willing to transact. Slower deployment of capital into income producing real estate further reduces cash flow generated to cover our distributions to our stockholders and may cause us to reduce our NAV in future periods in the absence of asset appreciation or expense support from the Advisor. However, we believe our strong balance sheet and ability as an operator will allow us to be a patient buyer of assets in order to maximize long-term total return and value creation for our stockholders.

RISK FACTORS

The following risk factor supersedes and replaces the sixth risk factor in the section titled "Risk Factors-Risks Related to Our General Business Operations and Our Corporate Structure” on page 69 of the Prospectus:

The current outbreak of COVID-19 and resulting impacts on the U.S. economy and financial markets has created extreme uncertainty and volatility with respect to the current and future values of real estate, and therefore our NAV per share, as well as the market value of our debt (including associated interest rate hedges). As a result, our NAV per share may not reflect the actual realizable value of our underlying properties at any given time or the market value of our debt (including associated interest rate hedges).

The current outbreak of COVID-19 and resulting impacts on the U.S. economy and financial markets have created extreme uncertainty and volatility with respect to the current and future values of real estate and real estate-related assets, borrowings and hedges. The recent COVID-19 pandemic is expected to continue to have a significant impact on local, national and global economies and has resulted in a world-wide economic slowdown. The fallout from the ongoing pandemic on our investments is uncertain; however, it is expected to have a negative impact on the overall real estate market. In addition, slower transaction volume may result in less data for assessing real estate values. This increases the risk that our NAV per share may not reflect the actual realizable value of our underlying properties at any given time, as valuations and appraisals of our properties and real estate-related assets are only estimates of market value as of the end of the prior month and may not reflect the changes in values resulting from the COVID-19 pandemic, as this impact is occurring rapidly and is not immediately quantifiable. To the extent real estate values decline after the date we disclose our NAV, whether due to the COVID-19 outbreak or otherwise, (i) we may overpay to redeem our shares, which would adversely affect the investment of non-redeeming stockholders, and (ii) new investors may overpay for their investment in our common stock, which would heighten their risk of loss. Furthermore, because we generally do not mark to market our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity or our associated interest rate hedges that are intended to be held to maturity, the realizable value of our company or our assets that are encumbered by debt may be higher or lower than the value used in the calculation of our NAV. This risk may be exacerbated by the current market volatility, which can lead to large and sudden swings in the fair value of our assets and liabilities. We currently estimate the fair value of our debt (inclusive of associated interest rate hedges) that was intended to be held to maturity as of April 30, 2020 was $5.8 million higher than par for such debt in aggregate, meaning that if we used the fair value of our debt rather than par (and treated the associated hedge as part

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of the same financial instrument), our NAV would be lower by approximately $5.8 million, or $0.05 per share, as of April 30, 2020.

REAL PROPERTIES

The following information supplements, and should be read in conjunction with, the disclosure contained in the section titled “Investments in Real Properties, Real Estate Securities and Debt Related Investments” beginning on page 129 of the Prospectus:

Real Estate Portfolio Overview

As of March 31, 2020, we owned and managed a real estate portfolio that included 46 industrial buildings totaling approximately 8.6 million square feet located in 14 markets throughout the U.S., with 101 customers, and was 97.1% occupied (98.3% leased) with a weighted-average remaining lease term (based on square feet) of 4.4 years. The occupied rate reflects the square footage with a paying customer in place. The leased rate includes the occupied square footage and additional square footage with leases in place that have not yet commenced. Our portfolio has an estimated aggregate weighted-average purchase price capitalization rate of approximately 4.5% (4.8% excluding contractual free rent during a portion of the year following acquisition of certain of the properties).

The purchase price capitalization rate is based on the property’s projected cash net operating income from in-place leases for the 12 months after the date of purchase, including any contractual rent increases contained in such leases for those 12 months, divided by the purchase price for the property, exclusive of transfer taxes, due diligence expenses and other closing costs including acquisition costs.

Unless otherwise indicated, the term “property” as used herein refers to one or more buildings in the same market that were acquired by us in the same transaction.

Building Types. Our industrial buildings consist primarily of warehouse distribution facilities suitable for single or multiple customers. The following table summarizes our portfolio by building type as of March 31, 2020:

Building Type Description Percent of Rentable

Square Feet

Bulk distribution Building size of 150,000 to over 1 million square feet, single or multi-customer 74.4%

Light industrial Building size of less than 150,000 square feet, single or multi-customer 25.6

100.0%

Portfolio Overview and Market Diversification. As of March 31, 2020, the average effective annual rent of our

total real estate portfolio (calculated by dividing total annualized base rent, which includes the impact of any contractual

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tenant concessions (cash basis), by total occupied square footage) was approximately $5.46 per square foot. The following table summarizes certain operating metrics of our portfolio by market as of March 31, 2020:

($ and square feet in thousands) Number of Buildings

Rentable Square Feet

Occupied Rate (1)

Leased Rate (1)

Annualized Base Rent (2)

% of Total Annualized Base Rent

Atlanta 1 138 —% —% $ — — % Austin 1 119 100.0 100.0 929 2.0 Central Valley 1 382 100.0 100.0 2,246 4.9 Cincinnati 1 152 100.0 100.0 680 1.5 Chicago 2 386 100.0 100.0 1,894 4.1 Dallas 5 1,433 100.0 100.0 5,657 12.4 D.C. / Baltimore 1 126 100.0 100.0 535 1.2 Las Vegas 5 851 99.7 99.7 5,786 12.7 New Jersey 4 725 99.6 99.6 4,280 9.4 Orlando 2 441 100.0 100.0 2,464 5.4 Pennsylvania 8 988 100.0 100.0 5,582 12.2 Reno 6 1,422 92.7 100.0 6,246 13.7 South Florida 2 282 100.0 100.0 1,895 4.1 Southern California 7 1,179 100.0 100.0 7,503 16.4

Total Portfolio 46 8,624 97.1% 98.3% $ 45,697 100.0 %

(1) The occupied rate reflects the square footage with a paying customer in place. The leased rate includes the

occupied square footage and additional square footage with leases in place that have not yet commenced. (2) Annualized base rent is calculated as monthly base rent including the impact of any contractual tenant concessions

(cash basis) per the terms of the lease as of March 31, 2020, multiplied by 12.

Lease Terms. Our industrial properties are typically subject to leases on a “triple net basis,” in which customers pay their proportionate share of real estate taxes, insurance, common area maintenance, and certain other operating costs. In addition, most of our leases include fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from one to 10 years, and often include renewal options.

Lease Expirations. As of March 31, 2020, the weighted-average remaining lease term (based on square feet) of our total occupied portfolio was approximately 4.4 years, excluding renewal options. The following table summarizes

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the lease expirations of our occupied portfolio for leases in place as of March 31, 2020, without giving effect to the exercise of renewal options or termination rights, if any:

($ and square feet in thousands) Number of

Leases Occupied

Square Feet

% of Total Occupied

Square Feet Annualized

Base Rent (1)

% of Total Annualized Base Rent

2020 8 240 2.9% $ 1,342 2.9% 2021 21 1,118 13.3 6,247 13.7 2022 18 1,593 19.0 7,227 15.8 2023 21 1,665 19.9 9,713 21.3 2024 15 1,042 12.4 5,629 12.3 2025 7 576 6.9 3,571 7.8 2026 2 314 3.8 2,070 4.5 2027 4 364 4.3 1,653 3.6 2028 5 405 4.8 2,492 5.5 Thereafter 6 1,060 12.7 5,753 12.6

Total occupied 107 8,377 100.0% $ 45,697 100.0%

(1) Annualized base rent is calculated as monthly base rent including the impact of any contractual tenant concessions

(cash basis) per the terms of the lease as of March 31, 2020, multiplied by 12.

Customer Diversification. As of March 31, 2020, there were two customers that individually represented more than 5.0% of total occupied square feet and two customers that individually represented more than 5.0% of total annualized base rent. The following table reflects our 10 largest customers, based on annualized base rent, which occupied a combined 3.3 million square feet as of March 31, 2020:

Customer % of Total

Occupied Square Feet % of

Total Annualized Base Rent

The Kroger Co. 5.8% 5.7% Patagonia, Inc. 5.6 5.1 Boyd Flotation, Inc. 3.8 4.6 Hooker Furniture Corporation 3.9 3.6 Dayton Parts, LLC 3.8 3.3 Postal Center International, Inc. 2.7 3.2 Colavita USA, LLC 2.1 2.9 Automotive Parts Distribution International,

LLC 4.9

2.9

City Furniture, Inc. 2.9 2.9 Almo Distributing Pennsylvania, Inc. 3.6 2.9

Total 39.1% 37.1%

The majority of our customers do not have a public corporate credit rating. We evaluate creditworthiness and

financial strength of prospective customers based on financial, operating and business plan information that is provided to us by such prospective customers, as well as other market, industry, and economic information that is generally publicly available.

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Industry Diversification. The table below illustrates the diversification of our portfolio by industry classifications of our customers as of March 31, 2020:

($ and square feet in thousands) Number of

Leases Occupied

Square Feet

% of Total Occupied

Square Feet Annualized

Base Rent (1)

% of Total Annualized Base Rent

Food & Beverage 9 936 11.2% $ 5,483 12.0 % Home Furnishings 4 943 11.3 5,422 11.9 Auto 9 1,322 15.8 5,226 11.4 Transportation / Logistics 8 947 11.3 5,110 11.2 Apparel / Clothing 3 468 5.6 2,344 5.1 Printing 3 405 4.8 2,314 5.1 Storage / Warehousing 6 459 5.5 2,283 5.0 Computer / Electronics 9 289 3.4 2,008 4.4 Home Improvement 7 283 3.4 1,788 3.9 Appliance 2 379 4.5 1,678 3.7 Other 47 1,946 23.2 12,041 26.3

Total 107 8,377 100.0% $ 45,697 100.0 %

(1) Annualized base rent is calculated as monthly base rent including the impact of any contractual tenant concessions

(cash basis) per the terms of the lease as of March 31, 2020, multiplied by 12.

Debt Obligations. Our indebtedness is currently comprised of borrowings under our term loan and mortgage note debt. As of March 31, 2020, we had $356.8 of indebtedness with a weighted-average interest rate of 2.78%, which includes the effect of interest rate swap agreements. The total gross book value of properties encumbered by our total debt as of March 31, 2020 was $116.4 million. See “Note 4 to the Condensed Consolidated Financial Statements” in the section of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 (included at the end of this Supplement) titled “Condensed Consolidated Financial Statements and Notes” for additional information.

In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”), which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payment could change. In addition, uncertainty about the extent and manner of future changes may result in interest rate and/or payments that are higher or lower than if LIBOR were to remain available in the current form.

As of March 31, 2020, our line of credit and term loan are our only indebtedness with maturities beyond 2021 that has exposure to LIBOR. The agreement governing the term loan provides procedures for determining a replacement or alternative base rate in the event that LIBOR is discontinued. However, there can be no assurances as to whether such replacement or alternative base rate will be more or less favorable than LIBOR. As of March 31, 2020, we have interest rate swaps in place to hedge LIBOR on $300.0 million of commitments under our term loan. We intend to monitor the developments with respect to the potential phasing out of LIBOR after 2021 and work with our lenders to seek to ensure any transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR.

Completed Real Property Acquisitions

The following is inserted at the end of the table in the subsection of the Prospectus titled, “Investments in Real Properties, Real Estate Securities and Debt Related Investments—Completed Real Property Acquisitions” on page 132

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of the Prospectus in order to describe additional individually insignificant real property acquisitions completed as of the date of this Supplement:

($ in thousands) Acquisition

Date Ownership Percentage

Purchase Price (1)

Purchase Price Capitalization

Rate Rentable

Square Feet Leased

Rate

Core5 Trade Center at Valwood—Fort Worth, TX 5/11/2020 100.0% $ 70,200

4.4% 618,000

100.0%

(1) Reflects contractual purchase price amount exclusive of transfer taxes, due diligence expenses, and other closing

costs.

Probable Real Property Acquisitions

The following table summarizes our probable real property acquisitions as of the date of this filing:

($ in thousands)

Estimated Closing

Quarter (1) Ownership Percentage

Expected Purchase Price (2)

Rentable Square Feet

Leased Rate

Logistics Center at 33 Q2-20 100.0% $ 62,500 476,000 100.0%

3 Applegate Drive Q2-20 100.0% $ 23,592 180,000 100.0%

Eaglepoint Six Q2-20 100.0% $ 40,185 691,000 100.0%

South 15 Airport Center Q2-20 100.0% $ 32,520 267,000 —%

Legacy Logistics Center - Building 2 Q2-20 100.0% $ 41,600 384,000 100.0%

100-500 Industrial Road Q2-20 100.0% $ 36,662 209,000 100.0%

(1) The consummation of each of these acquisitions is subject to our completion of due diligence and various closing

conditions to be met by the parties to each acquisition. There can be no assurance these acquisitions will be completed.

(2) Reflects the contract purchase price exclusive of transfer taxes, due diligence expenses, and other closing costs.

DISTRIBUTIONS

1) We have declared monthly distributions for each class of our common stock. To date, each class of our common stock has received the same gross distribution per share. Monthly gross distributions were $0.0454 per share for each share class for the month of May 2020. The net distribution per share is calculated as the gross distribution per share less any distribution fees that are payable monthly with respect to Class T shares and Class W shares. Since distribution fees are not paid with respect to Class I shares, the net distributions payable with respect to Class I shares are equal to the gross distributions payable with respect to Class I shares. The table below details the net distributions for each class of our common stock for the period presented:

Net Distributions per Share

Month Pay Date Class T Share

Class W Share

Class I Share

May 2020 5/1/2020 $ 0.037 $ 0.041 $ 0.045

2) The following information should be read in conjunction with the sections titled “Prospectus Summary—Distribution Policy,” “Risk Factors—Risks Related to Investing in this Offering—We may have difficulty completely funding our distributions with funds provided by cash flows from operating activities...” and “Description of Capital Stock—Distributions” beginning on pages 29, 62, and 219, respectively, of the Prospectus:

We intend to continue to accrue and make distributions on a regular basis. For the three months ended March 31, 2020, approximately 5.4% of our total gross distributions were paid from cash flows from operating activities, as determined on a GAAP basis, and 94.6% of our total gross distributions were funded from sources other than cash flows

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from operating activities, as determined on a GAAP basis; specifically 44.6% of our total gross distributions were paid from cash provided by expense support from the Advisor, and 50.0% of our total gross distributions were funded with proceeds from shares issued pursuant to our distribution reinvestment plan. Some or all of our future cash distributions may be paid from sources other than cash flows from operating activities, such as cash flows from financing activities, which include borrowings (including borrowings secured by our assets), proceeds from the issuance of shares pursuant to our distribution reinvestment plan, proceeds from sales of assets, cash resulting from a waiver or deferral of fees otherwise payable to the Advisor or its affiliates (including cash received pursuant to the Expense Support Agreement as described in “Prospectus Summary—Compensation to the Advisor and its Affiliates—Expense Support Agreement” and “Management Compensation—Expense Support Agreement”), interest income from our cash balances, and the net proceeds from primary shares sold in this offering. We have not established a cap on the amount of our cash distributions that may be paid from any of these sources. The amount of any cash distributions will be determined by our board of directors, and will depend on, among other things, current and projected cash requirements, tax considerations and other factors deemed relevant by our board.

For the second quarter of 2020, our board of directors authorized monthly cash distributions to all common stockholders of record as of the close of business on the last business day of each month for the second quarter of 2020, or April 30, 2020, May 29, 2020 and June 30, 2020 (each a “Distribution Record Date”). The distributions were authorized at a quarterly rate of (i) $0.13625 per Class I share of common stock and (ii) $0.13625 per Class T share and per Class W share of common stock, less the respective annual distribution fees that are payable monthly with respect to such Class T shares and Class W shares. This quarterly rate is equal to a monthly rate of (i) $0.04542 per Class I share of common stock and (ii) $0.04542 per Class T share and per Class W share of common stock, less the respective annual distribution fees that are payable with respect to such Class T shares and Class W shares. Cash distributions for each month of the second quarter of 2020 have been or will be paid in cash or reinvested in shares of our common stock for those electing to participate in our distribution reinvestment plan following the close of business on the respective Distribution Record Date applicable to such monthly distributions.

There can be no assurances that the current distribution rate or amount per share will be maintained. In the near-term, we expect that we may need to continue to rely on expense support from the Advisor and sources other than cash flows from operations, as determined on a GAAP basis, to pay cash distributions, which if insufficient could negatively impact our ability to pay cash distributions. See “Prospectus Summary—Compensation to the Advisor and its Affiliates—Expense Support Agreement” and “Management Compensation—Expense Support Agreement” for further detail regarding the waiver and expense support agreement among us, the Operating Partnership and the Advisor.

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The following table outlines sources used, as determined on a GAAP basis, to pay total gross cash distributions (which are paid in cash or reinvested in shares of our common stock through our distribution reinvestment plan (“DRIP”)) for the quarters ended as of the dates indicated below:

Source of Cash Distributions

($ in thousands)

Provided by Expense

Support (1)

Provided by Operating Activities

Proceeds from Financing

Activities Proceeds from

DRIP (2)

Gross Distributions

(3)

Total Cash Flows from Operating Activities

2020 March 31 $ 4,534 44.6% $ 548 5.4% $ — —% $ 5,076 50.0% $ 10,158 $ 1,816

Total $ 4,534 44.6% $ 548 5.4% $ — —% $ 5,076 50.0% $ 10,158 $ 1,816

2019 December 31 $ 947 14.8% $ — —% $ 2,216 34.6% $ 3,242 50.6% $ 6,405 $ (2,151) September 30 1,776 31.2 1,057 18.5 — — 2,866 50.3 5,699 4,019 June 30 2,120 45.2 256 0.1 — — 2,319 49.4 4,695 961 March 31 1,295 36.6 503 0.1 — — 1,744 49.2 3,542 3,624

Total $ 6,138 30.2% $ 1,816 8.9% $ 2,216 10.9% $ 10,171 50.0% $ 20,341 $ 6,453

(1) For the three months ended March 31, 2020, the Advisor provided expense support of $4.5 million. See “Note 7 to

the Condensed Consolidated Financial Statements” in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 (included at the end of this Supplement) for further detail on the expense support provided during the quarter. For the year ended December 31, 2019, the Advisor provided expense support of $6.1 million. See “Prospectus Summary—Compensation to the Advisor and its Affiliates—Expense Support Agreement” for a description of the expense support agreement.

(2) Stockholders may elect to have cash distributions reinvested in shares of our common stock through our distribution reinvestment plan.

(3) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares issued in the primary portion of our public offerings.

For the three months ended March 31, 2020, our cash flows provided by operating activities on a GAAP basis were $1.8 million, as compared to our aggregate total gross distributions declared (which are paid in cash or reinvested in shares issued pursuant to our distribution reinvestment plan) of $10.2 million. For the three months ended March 31, 2019, our cash flows provided by operating activities on a GAAP basis were $3.6 million, as compared to our aggregate total gross distributions declared (which are paid in cash or reinvested in shares issued pursuant to our distribution reinvestment plan) of $3.5 million.

We believe that our FFO of $8.9 million, or $0.73 per share, as compared to the total gross distributions declared (which are paid in cash or reinvested in shares offered through our distribution reinvestment plan) of $35.7 million, or $1.89 per share, for the period from Inception (August 12, 2014) to March 31, 2020, are not indicative of future performance as we are in the acquisition phase of our life cycle. See the section of this Supplement titled “Selected Financial Data” for additional information concerning FFO and a reconciliation of FFO to our net income (loss) as determined on a GAAP basis.

REDEMPTIONS

For the three months ended March 31, 2020, we received eligible redemption requests for approximately 0.1 million shares of our common stock, all of which we redeemed using cash flows from financing activities, for an aggregate amount of approximately $0.7 million, or an average price of $9.83 per share. For the three months ended March 31, 2019, we received eligible redemption requests for 76,288 shares of our common stock, all of which we redeemed using cash flows from financing activities, for an aggregate amount of approximately $764,277, or an average price of $10.02 per share.

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SELECTED FINANCIAL DATA

The following information supplements, and should be read in conjunction with, the disclosure contained in the section titled “Selected Financial Data” beginning on page 207 of the Prospectus:

The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which is included in this Supplement.

For the Three Months Ended March 31,

(in thousands, except per share data) 2020 (1) 2019 (1)

Operating data: Total revenues $ 16,777 $ 5,963 Total operating expenses $ (18,378 ) $ (7,693) Total other expenses $ (2,876 ) $ (1,201) Total expenses before expense support from Advisor $ (21,254 ) $ (8,894) Total (reimbursement to) expense support from the Advisor, net $ 4,534 $ (2,205) Net expenses after expense support from Advisor $ (16,720 ) $ (11,099) Net loss $ 57 $ (5,136) Net loss attributable to common stockholders $ 57 $ (5,122) Net loss per common share - basic and diluted $ 0.00 $ (0.20) Weighted-average shares outstanding 74,633 25,997 Distributions: Gross cash distributions declared (2) $ 10,158 $ 3,542 Cash distributions declared per common share (2)(3) $ 0.14 $ 0.14 Company-defined FFO (4): Reconciliation of net loss to Company-defined FFO: Net loss attributable to common stockholders $ 57 $ (5,122) Total NAREIT adjustments (5) $ 9,673 $ 3,119 Total Company-defined adjustments (6) $ 855 $ 876

Company-defined FFO $ 10,585 $ (1,127)

Cash flow data: Net cash provided by operating activities $ 1,816 $ 3,624 Net cash used in investing activities $ (15,884 ) $ (43,588) Net cash provided by financing activities $ 387,686 $ 50,576

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As of

($ and square feet in thousands) March 31, 2020 December 31, 2019

Balance sheet data: Cash and cash equivalents $ 424,796 $ 51,178 Total assets $ 1,318,116 $ 938,773 Total liabilities $ 446,561 $ 531,570 Total stockholders’ equity $ 867,920 $ 406,478 Gross offering proceeds raised during period $ 528,152 $ 304,983 Shares outstanding 99,802 49,275 Portfolio data: Number of buildings 46 45 Rentable square feet 8,624 8,486 Number of customers 101 103

(1) The SEC declared our initial public offering effective on February 18, 2016. We broke escrow on November 30,

2016 and then adjusted our share class structure in July 2017. We commenced real estate operations on February 26, 2018 when we acquired our first property. On September 5, 2019, the SEC declared our follow-on offering effective and our initial public offering was terminated upon the effectiveness of the follow-on offering. We are early in the acquisition phase of our life cycle, and the results of our operations are primarily impacted by the timing of our acquisitions and the equity raised through this offering. Accordingly, our year-over-year financial data is not directly comparable.

(2) Gross cash distributions are total distributions before the deduction of distribution fees relating to Class T shares and Class W shares.

(3) Amounts reflect the quarterly distribution rate authorized by our board of directors per Class I share of common stock. Our board of directors authorized distributions at this same rate per Class T and Class W share of common stock less respective distribution fees that are payable monthly with respect to such Class T and Class W shares (as calculated on a daily basis).

(4) Refer to the section of this Supplement titled “Additional Performance Measures” for a definition of Company-defined FFO, as well as a detailed reconciliation of our net loss to Company-defined FFO.

(5) Included in our NAREIT adjustments is real estate-related depreciation and amortization. (6) Included in our Company-defined adjustments are acquisition expense reimbursements, which reflect amounts

reimbursable to the Advisor for all expenses incurred by the Advisor and its affiliates on our behalf in connection with the selection, acquisition, development or origination of an asset.

Additional Performance Measures

We believe that FFO, Company-defined FFO, and MFFO, in addition to net income (loss) and cash flows from operating activities as defined by GAAP, are useful supplemental performance measures that our management uses to evaluate our consolidated operating performance. However, these supplemental, non-GAAP measures should not be considered as an alternative to net income (loss) or to cash flows from operating activities as an indication of our performance and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders. No single measure can provide users of financial information with sufficient information and only our disclosures read as a whole can be relied upon to adequately portray our financial position, liquidity, and results of operations. Fees deferred or waived by the Advisor and payments received from the Advisor and/or reimbursed to the Advisor pursuant to the expense support agreement are included in determining our net income (loss), which is used to determine FFO, Company-defined FFO, and MFFO. If we had not received support from the Advisor and/or reimbursed the Advisor pursuant to the expense support agreement, our FFO, Company-defined FFO, and MFFO would have been lower or higher. In addition, other REITs may define FFO and similar measures differently and choose to treat acquisition-related costs and potentially other accounting line items in a manner different from us due to specific differences in investment and operating strategy or for other reasons.

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FFO. As defined by the National Association of Real Estate Investment Trusts (“NAREIT”), FFO is a non-GAAP measure that excludes certain items such as real estate-related depreciation and amortization. We believe FFO is a meaningful supplemental measure of our operating performance that is useful to investors because depreciation and amortization in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. We use FFO as an indication of our consolidated operating performance and as a guide to making decisions about future investments.

Company-defined FFO. Similar to FFO, Company-defined FFO is a non-GAAP measure that excludes real estate-related depreciation and amortization and also excludes acquisition-related costs, which are characterized as expenses in determining net income (loss) under GAAP. The purchase of operating properties has been a key strategic objective of our business plan focused on generating growth in operating income and cash flow in order to make distributions to investors. However, the corresponding acquisition-related costs are driven by transactional activity rather than factors specific to the on-going operating performance of our properties or investments. Company-defined FFO may not be a complete indicator of our operating performance, and may not be a useful measure of the long-term operating performance of our properties if we do not continue to operate our business plan as disclosed.

MFFO. As defined by the Institute for Portfolio Alternatives (“IPA”), MFFO is a non-GAAP supplemental financial performance measure used to evaluate our operating performance. Similar to FFO, MFFO excludes items such as real estate-related depreciation and amortization. Similar to Company-defined FFO, MFFO excludes acquisition-related costs. MFFO also excludes straight-line rent and amortization of above- and below-market leases. In addition, there are certain other MFFO adjustments as defined by the IPA that are not applicable to us and are not included in our presentation of MFFO.

We are in the acquisition phase of our life cycle. Management does not include historical acquisition-related costs in its evaluation of future operating performance, as such costs are not expected to be incurred once our acquisition phase is complete. We use FFO, Company-defined FFO and MFFO to, among other things: (i) evaluate and compare the potential performance of the portfolio after the acquisition phase is complete, and (ii) evaluate potential performance to determine liquidity event strategies. Although some REITs may present similar measures differently from us, we believe FFO, Company-defined FFO and MFFO generally facilitate a comparison to other REITs that have similar operating characteristics to us. We believe investors are best served if the information that is made available to them allows them to align their analyses and evaluation with the same performance metrics used by management in planning and executing our business strategy. We believe that these performance metrics will assist investors in evaluating the potential performance of the portfolio after the completion of the acquisition phase. However, these supplemental, non-GAAP measures are not necessarily indicative of future performance and should not be considered as an alternative to net loss or to cash flows from operating activities and is not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. Neither the SEC, NAREIT, nor any regulatory body has passed judgment on the acceptability of the adjustments used to calculate FFO, Company-defined FFO and MFFO. In the future, the SEC, NAREIT, or a regulatory body may decide to standardize the allowable adjustments across the non-traded REIT industry at which point we may adjust our calculation and characterization of FFO, Company-defined FFO and MFFO.

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The following unaudited table presents a reconciliation of GAAP net income (loss) to NAREIT FFO, Company-defined FFO and MFFO:

For the Three Months For the Period From Inception

Ended March 31, (August 12, 2014)

(in thousands, except per share data) 2020 2019 to March 31, 2020

GAAP net income (loss) attributable to common stockholders $ 57 $ (5,122) $ (26,506)

GAAP net income (loss) per common share $ 0.00 $ (0.20) $ (2.17)

Reconciliation of GAAP net income (loss) to NAREIT FFO: GAAP net income (loss) attributable to common stockholders $ 57 $ (5,122) $ (26,506)

Add (deduct) NAREIT adjustments: Real estate-related depreciation and amortization 9,720 3,128 35,497 Redeemable noncontrolling interest’s share of real estate-related depreciation and amortization (47) (9) (89)

NAREIT FFO attributable to common stockholders $ 9,730 $ (2,003) $ 8,902

NAREIT FFO per common share $ 0.13 $ (0.08) $ 0.73

Reconciliation of NAREIT FFO to Company-defined FFO: NAREIT FFO attributable to common stockholders $ 9,730 $ (2,003) $ 8,902 Add (deduct) Company-defined adjustments:

Acquisition costs and reimbursements 859 878 8,828 Redeemable noncontrolling interest’s share of acquisition costs and reimbursements (4) (2) (9)

Company-defined FFO attributable to common stockholders $ 10,585 $ (1,127) $ 17,721

Company-defined FFO per common share $ 0.14 $ (0.04) $ 1.45

Reconciliation of Company-defined FFO to MFFO: Company-defined FFO attributable to common stockholders $ 10,585 $ (1,127) $ 17,721 Add (deduct) MFFO adjustments:

Straight-line rent and amortization of above/below-market leases (1,418) (845) (7,512) Redeemable noncontrolling interest’s share of straight-line rent and amortization of above/below-market leases 7

2

15

MFFO attributable to common stockholders $ 9,174 $ (1,970) $ 10,224

MFFO per common share $ 0.12 $ (0.08) $ 0.84

Weighted-average shares outstanding 74,633 25,997 12,211

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FEES AND EXPENSES PAYABLE TO THE ADVISOR, THE DEALER MANAGER AND THEIR AFFILIATES

1) The following data supplements, and should be read in conjunction with the tables in the section of the Prospectus titled “Prospectus Summary—Compensation to the Advisor and its Affiliates” and “Management Compensation” on pages 22 and 177 to 178, respectively, of the Prospectus:

The table below provides information regarding fees paid to the Dealer Manager, the Advisor, and their affiliates in connection with our operations and this offering. This table includes amounts incurred for the three months ended March 31, 2020 and 2019, as well as amounts payable as of March 31, 2020 and December 31, 2019.

For the Three Months Ended Payable as of

March 31, March 31, December 31,

(in thousands) 2020 2019 2020 2019

Selling commissions—the Dealer Manager $ 12,858 $ 1,818 $ — $ — Dealer manager fees—the Dealer Manager 9,492 1,801 — — Offering costs—the Advisor or its affiliates, including the

Dealer Manager (1) 2,021

1,149

20,609

21,269

Distribution fees—the Dealer Manager (2) 21,562 3,612 37,091 16,856 Advisory fee—the Advisor 2,060 1,188 874 3,506 Acquisition expense reimbursements—the Advisor (3) 701 878 221 182 Other expense reimbursements—the Advisor (4) 829 472 102 473

Total $ 49,523 $ 10,918 $ 58,897 $ 42,286

(1) We are reimbursing the Advisor for all organization and offering costs incurred on our behalf as of December 31,

2019 ratably over 60 months. Beginning January 1, 2020, we either pay directly or reimburse the Advisor for offering costs as and when incurred.

(2) The distribution fees accrue daily and are payable monthly in arrears. The monthly amount of distribution fees payable is included in distributions payable on the condensed consolidated balance sheets. Additionally, we accrue for future estimated trailing amounts payable based on the shares outstanding as of the balance sheet date, which are included in distribution fees payable to affiliates on the condensed consolidated balance sheets. The Dealer Manager will reallow the distribution fees to participating broker dealers and broker dealers servicing accounts of investors who own Class T shares and/or Class W shares.

(3) Reflects amounts reimbursable to the Advisor for all expenses incurred by the Advisor and its affiliates on our behalf in connection with the selection, acquisition, development or origination of an asset. Beginning January 1, 2020, we either pay directly or reimburse the Advisor for such expenses.

(4) Other expense reimbursements include certain expenses incurred in connection with the services provided to us under the Advisory Agreement by and among us, the Operating Partnership, and the Advisor. These reimbursements include a portion of compensation expenses of individual employees of the Advisor, including certain of our named executive officers, related to services for which the Advisor does not otherwise receive a separate fee. A portion of the compensation received by certain employees of the Advisor and its affiliates may be in the form of a restricted stock grant awarded by us. We show these as reimbursements to the Advisor to the same extent that we recognize the related share-based compensation on our condensed consolidated statements of operations. We reimbursed the Advisor approximately 0.8 million and 0.4 million for the three months ended March 31, 2020 and 2019, respectively, for such compensation expenses. The remaining amount of other expense reimbursements relate to other general overhead and administrative expenses including, but not limited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment.

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2) The following supplements, and should be read in conjunction with, the tables at the end of each of the sections titled “Prospectus Summary—Compensation to the Advisor and its Affiliates—Expense Support Agreement” and “Management Compensation—Expense Support Agreement” on pages 25 and 180, respectively, of the Prospectus:

The table below provides information regarding the fees deferred and expense support provided by the Advisor, pursuant to the Expense Support Agreement. As of March 31, 2020, the aggregate amount paid by the Advisor pursuant to the Expense Support Agreement was $18.1 million. Of this amount, total reimbursements to the Advisor was $13.6 million and $4.5 million remains available to be reimbursed, subject to certain conditions.

For the Three Months Ended

March 31,

(in thousands) 2020 2019

Fees deferred $ 1,785 $ 670 Other expenses supported 2,749 625

Total expense support from Advisor $ 4,534 $ 1,295

Reimbursement of previously deferred fees and other expenses supported — (3,500)

Total (reimbursement to) expense support from Advisor, net (1) $ 4,534 $ (2,205)

(1) As of March 31, 2020, approximately $1.2 million was payable to us by the Advisor, and is included in due from

affiliates on the condensed consolidated balance sheets. As of December 31, 2019, approximately $5.4 million of expense support was payable to the Advisor by us, and is included in due to affiliates on the condensed consolidated balance sheets.

CERTAIN HISTORICAL NAV INFORMATION

The following table shows our NAV per share at the end of each quarter during 2019 and 2020:

Date Class T Class W Class I OP Units

March 31, 2020 $ 10.0645 $ 10.0645 $ 10.0645 $ 10.0645 December 31, 2019 10.0763 10.0763 10.0763 10.0763 September 30, 2019 10.0587 10.0587 10.0587 10.0587 June 30, 2019 10.0583 10.0583 10.0583 10.0583 March 31, 2019 10.0618 10.0618 10.0618 10.0618

EXPERTS

The statements included in this Supplement under the section titled “April 30, 2020 NAV Per Share” relating to the role of Altus Group U.S., Inc. have been reviewed by Altus Group U.S., Inc., an independent valuation firm, and are included in this Supplement given the authority of such firm as experts in real estate valuations.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2020

On May 12, 2020, we filed our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 with the SEC. The report (without exhibits) is attached to this Supplement.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to Commission file number: 000-56032

Black Creek Industrial REIT IV Inc. (Exact name of registrant as specified in its charter)

Maryland 47-1592886 (State or other jurisdiction of

incorporation or organization) (I.R.S. Employer

Identification No.)

518 Seventeenth Street, 17th Floor Denver, CO 80202

(Address of principal executive offices) (Zip code)

(303) 228-2200 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Smaller reporting company ☒

Non-accelerated filer ☒ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 6, 2020, there were 108,022,875 shares of the registrant’s Class T common stock, 5,501,173 shares of the registrant’s Class W common stock and 2,371,191 shares of the registrant’s Class I common stock outstanding.

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BLACK CREEK INDUSTRIAL REIT IV INC. TABLE OF CONTENTS

Page

PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Condensed Consolidated Balance Sheets as of March 31, 2020 (unaudited) and December 31, 2019 3 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and

2019 (unaudited) 4 Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended

March 31, 2020 and 2019 (unaudited) 5 Condensed Consolidated Statements of Equity for the Three Months Ended March 31, 2020 and 2019

(unaudited) 6 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and

2019 (unaudited) 7 Notes to Condensed Consolidated Financial Statements (unaudited) 8Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20Item 3. Quantitative and Qualitative Disclosures About Market Risk 36Item 4. Controls and Procedures 37 PART II. OTHER INFORMATION Item 1A. Risk Factors 38Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 43Item 6. Exhibits 45

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BLACK CREEK INDUSTRIAL REIT IV INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of (in thousands, except per share data) March 31, 2020 December 31, 2019

(unaudited)

ASSETS Net investment in real estate properties $ 879,381 $ 878,721 Cash and cash equivalents 424,796 51,178 Straight-line and tenant receivables 5,823 4,590 Due from affiliates 711 153 Acquisition deposits 6,000 500 Other assets 1,405 3,631

Total assets $ 1,318,116 $ 938,773 LIABILITIES AND EQUITY Liabilities Accounts payable and accrued liabilities $ 5,084 $ 5,258 Debt, net 353,411 460,211 Due to affiliates 20,760 30,538 Distributions payable 4,549 2,241 Distribution fees payable to affiliates 36,289 16,467 Other liabilities 26,468 16,855

Total liabilities 446,561 531,570 Commitments and contingencies (Note 9) Redeemable noncontrolling interest 3,634 724 Equity Stockholders’ equity:

Preferred stock, $0.01 par value - 200,000 shares authorized, none issued and outstanding — —

Class T common stock, $0.01 par value per share - 1,200,000 shares authorized, 92,954 and 45,240 shares issued and outstanding, respectively 929 452

Class W common stock, $0.01 par value per share - 75,000 shares authorized, 4,697 and 2,736 shares issued and outstanding, respectively 47 27

Class I common stock, $0.01 par value per share - 225,000 shares authorized, 2,151 and 1,299 shares issued and outstanding, respectively 21 13

Additional paid-in capital 933,087 451,526 Accumulated deficit (56,089) (47,730)Accumulated other comprehensive income (10,075) 2,190

Total stockholders’ equity 867,920 406,478 Noncontrolling interests 1 1

Total equity 867,921 406,479 Total liabilities and equity $ 1,318,116 $ 938,773

See accompanying Notes to Condensed Consolidated Financial Statements.

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BLACK CREEK INDUSTRIAL REIT IV INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

For the Three Months Ended

March 31, (in thousands, except per share data) 2020 2019 Revenues: Rental revenues $ 16,777 $ 5,963

Total revenues 16,777 5,963 Operating expenses: Rental expenses 4,088 1,422 Real estate-related depreciation and amortization 9,720 3,128 General and administrative expenses 822 605 Advisory fees, related party 2,060 1,188 Acquisition costs and reimbursements 859 878 Other expense reimbursements, related party 829 472

Total operating expenses 18,378 7,693 Other expenses: Interest expense and other 2,876 1,201

Total other expenses 2,876 1,201 Total expenses before expense support 21,254 8,894

Total expense support from (reimbursement to) the Advisor, net 4,534 (2,205)Net expenses after expense support (16,720) (11,099)

Net income (loss) 57 (5,136)Net (income) loss attributable to redeemable noncontrolling interest — 14 Net (income) loss attributable to noncontrolling interests — — Net income (loss) attributable to common stockholders $ 57 $ (5,122)Weighted-average shares outstanding 74,633 25,997 Net income (loss) per common share - basic and diluted $ 0.00 $ (0.20)

See accompanying Notes to Condensed Consolidated Financial Statements.

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BLACK CREEK INDUSTRIAL REIT IV INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

For the Three Months Ended

March 31, (in thousands) 2020 2019 Net income (loss) $ 57 $ (5,136) Change from cash flow hedging derivatives (12,325) — Comprehensive loss $ (12,268) $ (5,136) Comprehensive loss attributable to redeemable noncontrolling interests 60 — Comprehensive loss attributable to common stockholders $ (12,208) $ (5,136)

See accompanying Notes to Condensed Consolidated Financial Statements.

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BLACK CREEK INDUSTRIAL REIT IV INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)

Stockholders’ Equity Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Noncontrolling (in thousands) Shares Amount Capital Deficit Income (Loss) Interests Total Equity FOR THE THREE MONTHS

ENDED MARCH 31, 2019 Balance as of December 31, 2018 20,265 $ 203 $ 180,125 $ (8,556) $ — $ 1 $ 171,773 Net loss ($14 allocated to

redeemable noncontrolling interest) — — — (5,122) — — (5,122)

Issuance of common stock 8,511 84 88,350 — — — 88,434 Share-based compensation — — 303 — — — 303 Upfront offering costs, including

selling commissions, dealer manager fees, and offering costs — — (4,768) — — — (4,768)

Trailing distribution fees — — (3,612) 620 — — (2,992)Redemptions of common stock (76) (1) (763) — — — (764)Distributions to stockholders — — — (3,542) — — (3,542)Redemption value allocation

adjustment to redeemable noncontrolling interest — — (24) — — — (24)

Balance as of March 31, 2019 28,700 $ 286 $ 259,611 $ (16,600) $ — $ 1 $ 243,298 FOR THE THREE MONTHS

ENDED MARCH 31, 2020 Balance as of December 31, 2019 49,275 $ 492 $ 451,526 $ (47,730) $ 2,190 $ 1 $ 406,479 Net income (excludes $0

attributable to redeemable noncontrolling interest) — — — 57 — — 57

Change from cash flow hedging activities (excludes $60 attributable to redeemable noncontrolling interest) — — — — (12,265) — (12,265)

Issuance of common stock 50,594 506 527,646 — — — 528,152 Share-based compensation — — 614 — — — 614 Upfront offering costs, including

selling commissions, dealer manager fees, and offering costs — — (24,371) — — — (24,371)

Trailing distribution fees — — (21,562) 1,742 — — (19,820)Redemptions of common stock (67) (1) (659) — — — (660)Distributions to stockholders — — — (10,158) — — (10,158)Redemption value allocation

adjustment to redeemable noncontrolling interest — — (107) — — — (107)

Balance as of March 31, 2020 99,802 $ 997 $ 933,087 $ (56,089) $ (10,075) $ 1 $ 867,921

See accompanying Notes to Condensed Consolidated Financial Statements.

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BLACK CREEK INDUSTRIAL REIT IV INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

For the Three Months Ended

March 31,

(in thousands) 2020 2019

Operating activities: Net income (loss) $ 57 $ (5,136) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Real estate-related depreciation and amortization 9,720 3,128 Straight-line rent and amortization of above- and below-market leases (1,418) (845) Other 858 515 Changes in operating assets and liabilities:

Tenant receivables and other assets 1,712 243 Accounts payable and accrued liabilities (2,181) 776 Due from / to affiliates, net (6,932) 4,943

Net cash provided by operating activities 1,816 3,624 Investing activities: Real estate acquisitions (9,473) (43,458) Acquisition deposits (5,500) — Capital expenditures (911) (130)

Net cash used in investing activities (15,884) (43,588) Financing activities: Proceeds from line of credit — 28,000 Repayments of line of credit (107,000) (147,000) Proceeds from term loan — 90,000 Debt issuance costs paid (45) (1,315) Proceeds from issuance of common stock 501,833 83,266 Offering costs paid upon issuance of common stock (2,512) — Distributions paid to common stockholders and to redeemable noncontrolling interest

holders (2,600) (1,058) Distribution fees paid to affiliates (1,330) (553) Redemptions of common stock (660) (764)

Net cash provided by financing activities 387,686 50,576 Net increase in cash, cash equivalents and restricted cash 373,618 10,612 Cash, cash equivalents and restricted cash, at beginning of period 51,178 19,021 Cash, cash equivalents and restricted cash, at end of period $ 424,796 $ 29,633

See accompanying Notes to Condensed Consolidated Financial Statements.

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BLACK CREEK INDUSTRIAL REIT IV INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

Unless the context otherwise requires, the “Company” refers to Black Creek Industrial REIT IV Inc. and its consolidated subsidiaries.

The accompanying unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain disclosures normally included in the annual audited financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been omitted. As such, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 5, 2020 (“2019 Form 10-K”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP.

Recently Adopted Accounting Standards

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-03, “Codification Improvements to Financial Instruments” (“ASU 2020-03”), which updates various codification topics related to financial instruments by clarifying or improving the disclosure requirements to align with the SEC’s regulations. The Company adopted this standard immediately upon its issuance. The adoption did not have a material effect on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments only apply to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective for annual and interim reporting periods beginning after March 12, 2020, with early adoption permitted, through December 31, 2022. The expedients and exceptions do not apply to contract modifications made and hedging relationships entered into after December 31, 2022. The adoption did not have a material effect on the Company’s consolidated financial statements.

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2. REAL ESTATE ACQUISITIONS

During the three months ended March 31, 2020, the Company acquired 100% of the following property, which was determined to be an asset acquisition:

($ in thousands) Acquisition Date Number of Buildings

Total Purchase Price (1)

Norcross Industrial Center 3/23/2020 1 $ 9,505

(1) Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2020 acquisition.

During the three months ended March 31, 2020, the Company allocated the purchase price of its acquisition to land and building and improvements as follows:

(in thousands) For the Three Months Ended

March 31, 2020

Land $ 4,086 Building and improvements 5,419 Total purchase price (1) $ 9,505

(1) Total purchase price is equal to the total consideration paid plus any debt assumed at fair value.

Intangible and above-market lease assets are amortized over the remaining lease term. Below-market lease liabilities are amortized over the remaining lease term, plus any below-market, fixed-rate renewal option periods. There were no intangible lease assets or liabilities acquired in connection with the Company’s acquisition during the three months ended March 31, 2020.

3. INVESTMENT IN REAL ESTATE

As of March 31, 2020 and December 31, 2019, the Company’s investment in real estate properties consisted of 46 and 45 industrial buildings, respectively.

As of

(in thousands) March 31, 2020 December 31, 2019

Land $ 265,706 $ 261,620 Building and improvements 570,970 564,669 Intangible lease assets 77,297 77,294 Construction in progress 1,170 1,126 Investment in real estate properties 915,143 904,709 Less accumulated depreciation and amortization (35,762) (25,988) Net investment in real estate properties $ 879,381 $ 878,721

Intangible Lease Assets and Liabilities

Intangible lease assets and liabilities as of March 31, 2020 and December 31, 2019 included the following:

As of March 31, 2020 As of December 31, 2019

(in thousands) Gross Accumulated Amortization Net Gross

Accumulated Amortization Net

Intangible lease assets (1) $ 75,790 $ (16,277) $ 59,513 $ 75,787 $ (11,734) $ 64,053 Above-market lease assets (1) 1,507 (295) 1,212 1,507 (211) 1,296 Below-market lease liabilities (2) (13,199) 3,281 (9,918) (13,199) 2,494 (10,705)

(1) Included in net investment in real estate properties on the condensed consolidated balance sheets.

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(2) Included in other liabilities on the condensed consolidated balance sheets.

The following table details the estimated net amortization of such intangible lease assets and liabilities, as of March 31, 2020, for the next five years and thereafter:

Estimated Net Amortization

(in thousands) Intangible

Lease Assets Above-Market Lease Assets

Below-Market Lease Liabilities

Remainder of 2020 $ 12,150 $ 257 $ 2,080 2021 13,975 314 2,329 2022 10,356 261 1,673 2023 7,442 192 977 2024 4,687 50 671 Thereafter 10,903 138 2,188 Total $ 59,513 $ 1,212 $ 9,918

Rental Revenue Adjustments and Depreciation and Amortization Expense

The following table summarizes straight-line rent adjustments, amortization recognized as an increase (decrease) to rental revenues from above-and below-market lease assets and liabilities, and real estate-related depreciation and amortization expense:

For the Three Months Ended

March 31,

(in thousands) 2020 2019

Increase (Decrease) to Rental Revenue: Straight-line rent adjustments $ 715 $ 557 Above-market lease amortization (84) (17) Below-market lease amortization 787 305 Real Estate-Related Depreciation and Amortization: Depreciation expense $ 5,147 $ 1,718 Intangible lease asset amortization 4,573 1,410

4. DEBT

The Company’s indebtedness is currently comprised of borrowings under its term loan and mortgage notes. Borrowings under the non-recourse mortgage notes are secured by mortgages or deeds of trust and related assignments and security interests in collateralized and certain cross-collateralized properties, which are generally owned by single purpose entities. A summary of the Company’s debt is as follows:

Weighted-Average Effective

Interest Rate as of Balance as of

($ in thousands) March 31,

2020 December 31,

2019 Maturity Date March 31,

2020 December 31,

2019

Line of credit (1) 2.49 % 3.26 % November 2023 $ — $ 107,000 Term loan (2) 2.63 2.85 February 2024 307,500 307,500

Fixed-rate mortgage notes (3) 3.71 3.71 August 2024 -

December 2027 49,250 49,250

Total principal amount / weighted-average (4) 2.78 % 3.04 % $ 356,750 $ 463,750

Less unamortized debt issuance costs $ (4,349) $ (4,602) Add mark-to-market adjustment on assumed debt,

net 1,010 1,063

Total debt, net $ 353,411 $ 460,211

Gross book value of properties encumbered by debt $ 116,405 $ 117,049

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(1) The effective interest rate is calculated based on either: (i) the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 1.30% to 2.10%; or (ii) an alternative base rate plus a margin ranging from 0.30% to 1.10%, each depending on the Company’s consolidated leverage ratio. Customary fall-back provisions apply if LIBOR is unavailable. The line of credit is available for general corporate purposes including, but not limited to, the acquisition and operation of permitted investments by the Company. As of March 31, 2020, total commitments for the line of credit were $315.0 million, the unused portion under the line of credit was $315.0 million, of which $314.9 million was available.

(2) The effective interest rate is calculated based on either (i) LIBOR plus a margin ranging from 1.25% to 2.05%; or (ii) an alternative base rate plus a margin ranging from 0.25% to 1.05%, depending on the Company’s consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements. As of March 31, 2020, total commitments for the term loan were $415.0 million, and the unused and available portions under the term loan were both $107.5 million. This term loan is available for general corporate purposes including, but not limited to, the acquisition and operation of permitted investments by the Company.

(3) Interest rates range from 3.59% to 3.75%. The assets and credit of each of the Company’s properties pledged as collateral for the Company’s mortgage notes are not available to satisfy the Company’s other debt and obligations, unless the Company first satisfies the mortgage notes payable on the respective underlying properties.

(4) The weighted-average remaining term of the Company’s debt was approximately 4.1 years as of March 31, 2020, excluding any extension options on the line of credit.

As of March 31, 2020, the principal payments due on the Company’s consolidated debt during each of the next five years and thereafter were as follows:

(in thousands) Line of Credit (1) Term Loan Mortgage Notes Total

Remainder of 2020 $ — $ — $ — $ — 2021 — — — — 2022 — — — — 2023 — — — — 2024 — 307,500 38,000 345,500 Thereafter — — 11,250 11,250 Total principal payments $ — $ 307,500 $ 49,250 $ 356,750

(1) The line of credit matures in November 2023 and the term may be extended pursuant to a one-year extension option,

subject to certain conditions.

In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”), which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payment could change. In addition, uncertainty about the extent and manner of future changes may result in interest rate and/or payments that are higher or lower than if LIBOR were to remain available in the current form.

As of March 31, 2020, the Company’s line of credit and term loan are the only indebtedness with a maturity beyond 2021 that have exposure to LIBOR. The agreement governing the term loan provides procedures for determining a replacement or alternative base rate in the event that LIBOR is discontinued. However, there can be no assurances as to whether such replacement or alternative base rate will be more or less favorable than LIBOR. As of March 31, 2020, we have interest rate swaps in place to hedge LIBOR on $300.0 million of commitments under our term loan. We intend to monitor the developments with respect to the potential phasing out of LIBOR after 2021 and work with our lenders to seek to ensure any transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR.

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Debt Covenants

The Company’s line of credit, term loan and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, the line of credit and term loan agreements contain certain corporate level financial covenants, including leverage ratio, fixed charge coverage ratio, and tangible net worth thresholds. The Company was in compliance with all covenants as of March 31, 2020.

Derivative Instruments

To manage interest rate risk for certain of its variable-rate debt, the Company uses interest rate swaps as part of its risk management strategy. These derivatives are designed to mitigate the risk of future interest rate increases by providing a fixed interest rate for a limited, pre-determined period of time. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the interest rate swap agreements without exchange of the underlying notional amount. Certain of the Company’s variable-rate borrowings are not hedged, and therefore, to an extent, the Company has on-going exposure to interest rate movements.

For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss is recorded as a component of accumulated other comprehensive income (loss) (“AOCI”) on the condensed consolidated balance sheets and is reclassified into earnings as interest expense for the same period that the hedged transaction affects earnings, which is when the interest expense is recognized on the related debt. The gain or loss on the derivative instrument is presented in the same line item on the condensed consolidated statement of operations as the earnings effect of the hedged item.

During the next 12 months, the Company estimates that approximately $2.8 million will be reclassified as an increase to interest expense related to active effective hedges of existing floating-rate debt.

The following table summarizes the location and fair value of the cash flow hedges on the Company’s condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019.

($ in thousands) Number of Contracts

Notional Amount

Balance Sheet Location

Fair Value

As of March 31, 2020 Interest rate swaps (1) 7 $ 350,000 Other liabilities $ (10,135) As of December 31, 2019 Interest rate swaps 4 $ 200,000 Other assets $ 2,190

(1) Includes one interest rate swap with a notional amount of $50.0 million that will become effective on May 26, 2020.

The following table presents the effect of the Company’s cash flow hedges on the Company’s condensed consolidated financial statements for the three months ended March 31, 2020 and 2019. There were no cash flow hedges in place as of March 31, 2019.

For the Three Months Ended

March 31,

(in thousands) 2020 2019

Derivative Instruments Designated as Cash Flow Hedges Loss recognized in AOCI $ (12,141) $ — Amount reclassified from AOCI into interest expense (184) — Total interest expense and other presented in the condensed consolidated statements of

operations in which the effects of the cash flow hedges are recorded 2,876 —

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5. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company estimates the fair value of its financial instruments using available market information and valuation methodologies it believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that the Company would realize upon disposition of its financial instruments.

Fair Value Measurements on a Recurring Basis

The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019.

(in thousands) Level 1 Level 2 Level 3 Total

Fair Value

As of March 31, 2020 Liabilities Derivative instruments $ — $(10,135) $ — $ (10,135) Total liabilities measured at fair value $ — $(10,135) $ — $ (10,135) As of December 31, 2019 Assets Derivative instruments $ — $ 2,190 $ — $ 2,190 Total assets measured at fair value $ — $ 2,190 $ — $ 2,190

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Derivative Instruments. The derivative instruments are interest rate swaps. The interest rate swaps are standard cash flow hedges whose fair value is estimated using market-standard valuation models. Such models involve using market-based observable inputs, including interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements, which we have concluded are not material to the valuation. Due to the interest rate swaps being unique and not actively traded, the fair value is classified as Level 2. See “Note 4” above for further discussion of the Company’s derivative instruments.

Nonrecurring Fair Value of Financial Measurements

As of March 31, 2020 and December 31, 2019, the fair values of cash and cash equivalents, restricted cash, tenant receivables, prepaid expenses, other assets, due from/to affiliates, accounts payable and accrued liabilities, and distributions payable approximate their carrying values due to the short-term nature of these instruments. The table below includes fair values for certain of the Company’s financial instruments for which it is practicable to estimate fair value. The carrying values and fair values of these financial instruments were as follows:

As of March 31, 2020 As of December 31, 2019

(in thousands) Carrying Value (1)

Fair Value

Carrying Value (1)

Fair Value

Line of credit $ — $ — $ 107,000 $ 107,000 Term loan 307,500 301,772 307,500 307,500 Fixed rate mortgage notes 49,250 49,700 49,250 50,326

(1) The carrying value reflects the principal amount outstanding.

6. STOCKHOLDERS’ EQUITY

Public Offerings

On September 5, 2019, the Company’s initial public offering was terminated immediately upon effectiveness of the Company’s registration statement for its follow-on public offering of up to $2.0 billion of shares of its common stock,

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and the follow-on public offering commenced the same day. Under the follow-on public offering, the Company is offering up to $1.5 billion of shares of its common stock in the primary offering and up to $500.0 million of shares of its common stock pursuant to its distribution reinvestment plan, in any combination of Class T shares, Class W shares and Class I shares. The Company may reallocate amounts between the primary offering and distribution reinvestment plan. The Company’s follow-on public offering is a continuous offering that will end no later than September 5, 2021, unless extended in accordance with federal and state securities laws.

Pursuant to its public offerings, the Company offered and continues to offer shares of its common stock at the “transaction price,” plus applicable selling commissions and dealer manager fees. The “transaction price” generally is equal to the net asset value (“NAV”) per share of the Company’s common stock most recently disclosed. The Company’s NAV per share is calculated as of the last calendar day of each month for each of its outstanding classes of stock, and will be available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to the Company’s distribution reinvestment plan are offered at the transaction price, as indicated above, in effect on the distribution date. The Company may update a previously disclosed transaction price in cases where the Company believes there has been a material change (positive or negative) to its NAV per share relative to the most recently disclosed monthly NAV per share.

Summary of the Public Offerings

A summary of the Company’s public offerings, including shares sold through the primary offering and the Company’s distribution reinvestment plan (“DRIP”), as of March 31, 2020, is as follows:

(in thousands) Class T Class W Class I Total

Amount of gross proceeds raised: Primary offering $ 963,819 $ 47,258 $ 18,852 $ 1,029,929 DRIP 14,459 601 405 15,465 Total offering $ 978,278 $ 47,859 $ 19,257 $ 1,045,394 Number of shares issued: Primary offering 91,707 4,703 1,895 98,305 DRIP 1,440 60 41 1,541 Stock grants — 6 3 9 Total offering 93,147 4,769 1,939 99,855

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Common Stock

The following table summarizes the changes in the shares outstanding for each class of common stock for the periods presented below:

(in thousands) Class T Shares

Class W Shares

Class I Shares

Total Shares

FOR THE THREE MONTHS ENDED MARCH 31, 2019 Balance as of December 31, 2018 19,759 161 345 20,265 Issuance of common stock:

Primary shares 7,640 463 177 8,280 DRIP 150 2 3 155

Stock grants — — 76 76 Redemptions (7) — (69) (76) Balance as of March 31, 2019 27,542 626 532 28,700 FOR THE THREE MONTHS ENDED MARCH 31, 2020 Balance as of December 31, 2019 45,240 2,736 1,299 49,275 Issuance of common stock:

Primary shares 47,391 1,965 642 49,998 DRIP 363 23 10 396

Stock grants — — 200 200 Redemptions (40) (27) — (67) Balance as of March 31, 2020 92,954 4,697 2,151 99,802

Distributions

The following table summarizes the Company’s distribution activity (including distributions reinvested in shares of the Company’s common stock) for each of the quarters ended below:

Amount (in thousands, except per share data)

Declared per Common Share (1)

Paid in Cash

Reinvested in Shares

Distribution Fees (2)

Gross Distributions (3)

2020 March 31 $ 0.13625 $ 3,340 $ 5,076 $ 1,742 $ 10,158 Total $ 0.13625 $ 3,340 $ 5,076 $ 1,742 $ 10,158 2019 December 31 $ 0.13625 $ 2,058 $ 3,242 $ 1,105 $ 6,405 September 30 0.13625 1,841 2,866 992 5,699 June 30 0.13625 1,558 2,319 818 4,695 March 31 0.13625 1,178 1,744 620 3,542 Total $ 0.54500 $ 6,635 $ 10,171 $ 3,535 $ 20,341

(1) Amounts reflect the quarterly distribution rate authorized by the Company’s board of directors per Class T share,

per Class W share, and per Class I share of common stock. Distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T shares and Class W shares of common stock are reduced by the respective distribution fees that are payable with respect to such Class T shares and Class W shares.

(2) Distribution fees are paid monthly to Black Creek Capital Markets, LLC (the “Dealer Manager”) with respect to Class T shares and Class W shares issued in the primary portion of the Company’s public offerings only.

(3) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares issued in the primary portion of the Company’s public offerings.

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Redemptions

The following table summarizes the Company’s redemption activity for the periods presented below:

For the Three Months Ended

March 31,

2020 2019

Number of eligible shares redeemed 67,138 76,288 Aggregate dollar amount of shares redeemed $ 659,829 $ 764,277 Average redemption price per share $ 9.83 $ 10.02

7. RELATED PARTY TRANSACTIONS

Summary of Fees and Expenses

The table below summarizes the fees and expenses incurred by the Company for services provided by the Advisor and its affiliates, and by the Dealer Manager related to the services the Dealer Manager provided in connection with the Company’s public offerings and any related amounts payable:

For the Three Months Ended

March 31, Payable as of

(in thousands) 2020 2019 March 31,

2020 December 31,

2019

Expensed: Advisory fee—fixed component $ 1,785 $ 670 $ 599 $ 593 Advisory fee—performance component 275 518 275 2,913 Acquisition expense reimbursements (1) 701 878 221 182 Other expense reimbursements (2) 829 472 102 473 Total $ 3,590 $ 2,538 $ 1,197 $ 4,161 Additional Paid-In Capital: Selling commissions $ 12,858 $ 1,818 $ — $ — Dealer manager fees 9,492 1,801 — — Offering costs (3) 2,021 1,149 20,609 21,269 Distribution fees—current 1,743 620 802 389 Distribution fees—trailing (4) 19,819 2,992 36,289 16,467 Total $ 45,933 $ 8,380 $ 57,700 $ 38,125

(1) Reflects amounts reimbursable to the Advisor for all expenses incurred by the Advisor and its affiliates on the

Company’s behalf in connection with the selection, acquisition, development or origination of an asset. Beginning January 1, 2020, the Company either pays directly or reimburses the Advisor for such expenses.

(2) Other expense reimbursements include certain expenses incurred in connection with the services provided to the Company under the advisory agreement. These reimbursements include a portion of compensation expenses of individual employees of the Advisor, including certain of the Company’s named executive officers, related to services for which the Advisor does not otherwise receive a separate fee. A portion of the compensation received by certain employees of the Advisor and its affiliates may be in the form of a restricted stock grant awarded by the Company. The Company shows these as reimbursements to the Advisor to the same extent that the Company recognizes the related share-based compensation on its condensed consolidated statements of operations. The Company reimbursed the Advisor approximately $0.8 million and $0.4 million for the three months ended March 31, 2020 and 2019, respectively, for such compensation expenses. The remaining amount of other expense reimbursements relate to other general overhead and administrative expenses including, but not limited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment.

(3) The Company is reimbursing the Advisor for all organization and offering costs incurred on its behalf as of December 31, 2019 ratably over 60 months. Beginning January 1, 2020, the Company either pays directly or reimburses the Advisor for offering costs as and when incurred.

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(4) The distribution fees accrue daily and are payable monthly in arrears. The monthly amount of distribution fees payable is included in distributions payable on the condensed consolidated balance sheets. Additionally, the Company accrues for estimated trailing amounts payable based on the shares outstanding as of the balance sheet date, which are included in distribution fees payable to affiliates on the condensed consolidated balance sheets. All or a portion of the distribution fees are reallowed or advanced by the Dealer Manager to unaffiliated participating broker dealers and broker dealers servicing accounts of investors who own Class T shares and/or Class W shares.

Expense Support Agreement

The table below provides information regarding the fees deferred and expense support provided by the Advisor, pursuant to the expense support agreement. Refer to Item 8, “Financial Statements and Supplementary Data” in the Company’s 2019 Form 10-K for a description of the expense support agreement. As of March 31, 2020, the aggregate amount paid by the Advisor pursuant to the expense support agreement was $18.1 million. Of this amount, total reimbursements to the Advisor was $13.6 million, and $4.5 million remains available to be reimbursed, subject to certain conditions.

For the Three Months Ended

March 31,

(in thousands) 2020 2019

Fees deferred $ 1,785 $ 670 Other expenses supported 2,749 625 Total expense support from Advisor 4,534 1,295 Reimbursement of previously deferred fees and other expenses supported — (3,500) Total expense support from (reimbursement to) Advisor, net (1) $ 4,534 $ (2,205)

(1) As of March 31, 2020, approximately $1.2 million of expense support was payable to the Company by the Advisor

and is included in due from affiliates on the condensed consolidated balance sheets. As of December 31, 2019, approximately $5.4 million was payable to the Advisor by the Company, and is included in due to affiliates on the condensed consolidated balance sheets.

8. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information and disclosure of non-cash investing and financing activities is as follows:

For the Three Months Ended

March 31,

(in thousands) 2020 2019

Distributions payable $ 4,549 $ 1,310 Distribution fees payable to affiliates 36,289 10,450 Distributions reinvested in common stock 3,970 1,547 Accrued offering costs 20,609 15,269 Redeemable noncontrolling interest issued as settlement of performance component of the

advisory fee 2,913 723 Accrued acquisition expense reimbursements 221 3,728 Non-cash selling commissions and dealer manager fees 22,350 3,619

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Restricted Cash

The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the totals shown in the condensed consolidated statements of cash flows:

For the Three Months Ended

March 31,

(in thousands) 2020 2019

Beginning of period: Cash and cash equivalents $ 51,178 $ 19,016 Restricted cash (1) — 5 Cash, cash equivalents and restricted cash $ 51,178 $ 19,021 End of period: Cash and cash equivalents $ 424,796 $ 29,603 Restricted cash (2) — 30 Cash, cash equivalents and restricted cash $ 424,796 $ 29,633

(1) As of December 31, 2019, the Company did not have any restricted cash. As of December 31, 2018, restricted cash

consisted of cash held in escrow in connection with certain estimated property improvements. (2) As of March 31, 2020, the Company did not have any restricted cash. As of March 31, 2019, restricted cash

consisted of cash held in escrow in connection with a property acquisition.

9. COMMITMENTS AND CONTINGENCIES

The Company and the Operating Partnership are not presently involved in any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company or its subsidiaries.

Environmental Matters

A majority of the properties the Company acquires have been or will be subject to environmental reviews either by the Company or the previous owners. In addition, the Company may incur environmental remediation costs associated with certain land parcels it may acquire in connection with the development of land. The Company has or may acquire certain properties in urban and industrial areas that may have been leased to or previously owned by commercial and industrial companies that discharged hazardous material. The Company may purchase various environmental insurance policies to mitigate its exposure to environmental liabilities. The Company is not aware of any environmental liabilities that it believes would have a material adverse effect on its business, financial condition, or results of operations as of March 31, 2020.

10. SUBSEQUENT EVENTS

Status of the Public Offerings

As of May 6, 2020, the Company had raised gross proceeds of $1.2 billion from the sale of 116.0 million shares of its common stock in its public offerings, including $20.2 million from the sale of 2.0 million shares of its common stock through its distribution reinvestment plan. As of May 6, 2020, approximately $1.25 billion in shares of the Company’s common stock remained available for sale pursuant to its follow-on public offering in any combination of Class T shares, Class W shares or Class I shares, including approximately $488.1 million in shares of common stock available for sale through its distribution reinvestment plan, which may be reallocated for sale in the Company’s primary offering.

Completed Acquisitions

On April 14, 2020, the Company acquired one industrial building located in the Houston market. The total purchase price was approximately $9.5 million, exclusive of transfer taxes, due diligence expenses, acquisition costs and other closing costs.

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On April 15, 2020, the Company acquired one industrial building located in the Denver market. The total purchase price was approximately $11.6 million, exclusive of transfer taxes, due diligence expenses, acquisition costs and other closing costs.

On May 11, 2020, the Company acquired two industrial buildings located in the Dallas market. The total purchase price was approximately $70.2 million, exclusive of transfer taxes, due diligence expenses, acquisition costs and other closing costs.

Acquisitions Under Contract

Subsequent to March 31, 2020, the Company had entered into contracts to acquire properties with an aggregate contract purchase price of approximately $237.1 million, comprised of eight industrial buildings. There can be no assurance that the Company will complete the acquisition of the properties under contract.

COVID-19

The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business, including how it will impact its customers and business partners. While the Company did not incur significant disruptions during the three months ended March 31, 2020 from the COVID-19 pandemic, it is unable to predict the impact that the COVID-19 pandemic will have on its future financial condition, results of operations and cash flows due to numerous uncertainties and the impact could be material.

In April and May 2020, the Company received certain rent relief requests, most often in the form of rent deferral requests, as a result of COVID-19. The Company is evaluating each customer rent relief request on an individual basis, considering a number of factors. Where appropriate, the Company has restructured leases and may restructure additional leases to provide temporary rent relief needed by certain customers while positioning itself to recapture abated rent over time. Not all customer requests will ultimately result in modification of lease agreements, nor is the Company forgoing its contractual rights under its lease agreements. The Company can provide no assurances that it will be able to recover unpaid rent.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the terms “we,” “our,” or “us” refer to Black Creek Industrial REIT IV Inc. and its consolidated subsidiaries. The following discussion and analysis should be read together with our unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes certain statements that may be deemed forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements relate to, without limitation, our ability to raise capital and effectively and timely deploy the net proceeds of our public offering, the expected use of net proceeds from the public offering, our reliance on the Advisor and BCI IV Advisors Group LLC (the “Sponsor”), our understanding of our competition and our ability to compete effectively, our financing needs, our expected leverage, the effects of our current strategies, rent and occupancy growth, general conditions in the geographic area where we will operate, our future debt and financial position, our future capital expenditures, future distributions and acquisitions (including the amount and nature thereof), other developments and trends of the real estate industry, investment strategies and the expansion and growth of our operations. Forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “project,” or the negative of these words or other comparable terminology. These statements are not guarantees of future performance, and involve certain risks, uncertainties and assumptions that are difficult to predict.

The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions, and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, present and future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Factors that could have a material adverse effect on our operations and future prospects include, but are not limited to:

Our ability to raise capital and effectively deploy the net proceeds raised in our public offerings in accordance with our investment strategy and objectives;

The failure of properties to perform as we expect; Risks associated with acquisitions, dispositions and development of properties; Our failure to successfully integrate acquired properties and operations; Unexpected delays or increased costs associated with any development projects; The availability of cash flows from operating activities for distributions and capital expenditures; Defaults on or non-renewal of leases by customers, lease renewals at lower than expected rent, or failure to

lease properties at all or on favorable rents and terms; Difficulties in economic conditions generally and the real estate, debt, and securities markets specifically,

including those related to the COVID-19 pandemic; Legislative or regulatory changes, including changes to the laws governing the taxation of real estate

investment trusts (“REITs”); Our failure to obtain, renew, or extend necessary financing or access the debt or equity markets; Conflicts of interest arising out of our relationships with the Sponsor, the Advisor, and their affiliates; Risks associated with using debt to fund our business activities, including re-financing and interest rate risks; Increases in interest rates, operating costs, or greater than expected capital expenditures; Changes to GAAP; and Our ability to continue to qualify as a REIT.

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Any of the assumptions underlying forward-looking statements could prove to be inaccurate. Our stockholders are cautioned not to place undue reliance on any forward-looking statements included in this Quarterly Report on Form 10-Q. All forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and the risk that actual results will differ materially from the expectations expressed in this Quarterly Report on Form 10-Q will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements after the date of this Quarterly Report on Form 10-Q, whether as a result of new information, future events, changed circumstances, or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Quarterly Report on Form 10-Q, including, without limitation, the risks described under “Risk Factors,” the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Quarterly Report on Form 10-Q will be achieved.

OVERVIEW

General

Black Creek Industrial REIT IV Inc. is a Maryland corporation formed on August 12, 2014 to make investments in income-producing real estate assets consisting primarily of high-quality distribution warehouses and other industrial properties that are leased to creditworthy corporate customers. We currently operate as a REIT for U.S. federal income tax purposes, and elected to be treated as a REIT beginning with our taxable year ended December 31, 2017. We utilize an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) organizational structure to hold all or substantially all of our assets through the Operating Partnership.

On September 5, 2019, our initial public offering was terminated immediately upon the effectiveness of our registration statement for our follow-on public offering of up to $2.0 billion of shares of our common stock, and the follow-on public offering commenced the same day. Under the follow-on public offering, we are offering up to $1.5 billion of shares of our common stock in our primary offering and up to $500.0 million of shares of our common stock pursuant to our distribution reinvestment plan, in any combination of Class T shares, Class W shares and Class I shares. We may reallocate amounts between the primary offering and distribution reinvestment plan. Our follow-on public offering is a continuous offering that will end no later than September 5, 2021, unless extended in accordance with federal securities laws.

Pursuant to our public offerings, we offered and continue to offer shares of our common stock at the “transaction price,” plus applicable selling commissions and dealer manager fees. The “transaction price” generally is equal to the net asset value (“NAV”) per share of our common stock most recently disclosed. Our NAV per share is calculated as of the last calendar day of each month for each of our outstanding classes of common stock, and is available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to our distribution reinvestment plan are offered at the transaction price, as indicated above, in effect on the distribution date. We may update a previously disclosed transaction price in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share. See “Net Asset Value” below for further detail.

As of March 31, 2020, we had raised gross proceeds of approximately $1.0 billion from the sale of 99.9 million shares of our common stock and the issuance of notes payable in our public offerings, including shares issued pursuant to our distribution reinvestment plan. See “Note 6 to the Condensed Consolidated Financial Statements” for information concerning our public offerings.

As of March 31, 2020, we owned and managed a real estate portfolio that included 46 industrial buildings totaling approximately 8.6 million square feet located in 14 markets throughout the U.S., with 101 customers, and was 97.1% occupied (98.3% leased) with a weighted-average remaining lease term (based on square feet) of 4.4 years. The occupied rate reflects the square footage with a paying customer in place. The leased rate includes the occupied square footage and additional square footage with leases in place that have not yet commenced.

We have used, and intend to continue to use, the net proceeds from our offerings primarily to make investments in real estate assets. We may use the net proceeds from our offerings to make other real estate-related investments and debt investments and to pay distributions. The number and type of properties we may acquire and debt and other investments

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we may make will depend upon real estate market conditions, the amount of proceeds we raise in our offerings, and other circumstances existing at the time we make our investments.

Our primary investment objectives include the following:

preserving and protecting our stockholders’ capital contributions; providing current income to our stockholders in the form of regular cash distributions; and realizing capital appreciation upon the potential sale of our assets or other liquidity events.

There is no assurance that we will attain our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.

We may acquire assets free and clear of mortgage or other indebtedness by paying the entire purchase price in cash or equity securities, or a combination thereof, and we may selectively encumber all or only certain assets with debt. The proceeds from our borrowings may be used to fund investments, make capital expenditures, pay distributions, and for general corporate purposes.

We expect to execute our corporate financing strategy by considering various lending sources, which may include long-term fixed-rate mortgage loans, unsecured or secured lines of credit or term loans, private placement or public bond issuances, and the assumption of existing loans in connection with certain property acquisitions, or any combination of the foregoing.

Net Asset Value

Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. See our valuation procedures, incorporated by reference as Exhibit 99.2 to this Quarterly Report on Form 10-Q, for a more detailed description of our valuation procedures, including important disclosures regarding real property valuations provided by Altus Group U.S. Inc. (the “Independent Valuation Firm”). All parties engaged by us in the calculation of our NAV, including the Advisor, are subject to the oversight of our board of directors. Generally, all of our real properties are appraised once each calendar year by third party appraisal firms in accordance with our valuation procedures and such appraisals are reviewed by the Independent Valuation Firm. As used below, “Fund Interests” means our outstanding shares of common stock, along with the partnership units in the Operating Partnership (“OP Units”) held directly or indirectly by the Sponsor, and “Aggregate Fund NAV” means the NAV of all of the Fund Interests.

The following table sets forth the components of Aggregate Fund NAV as of March 31, 2020 and December 31, 2019:

(in thousands) As of

March 31, 2020 As of

December 31, 2019

Investments in industrial properties $ 940,950 $ 923,600 Cash and cash equivalents 424,796 51,178 Other assets 13,762 1,423 Line of credit, term loan and mortgage notes (356,750) (464,826) Other liabilities (15,805) (11,092) Accrued performance component of advisory fee (275) (2,913) Accrued fixed component of advisory fee (599) (593)

Aggregate Fund NAV $ 1,006,079 $ 496,777 Total Fund Interests outstanding 99,963 49,302

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The following table sets forth the NAV per Fund Interest as of March 31, 2020:

(in thousands, except per Fund Interest data) Total Class T Shares

Class W Shares

Class I Shares OP Units

Monthly NAV $ 1,006,079 $ 935,532 $ 47,278 $ 19,636 $ 3,633 Fund Interests outstanding 99,963 92,954 4,697 1,951 361 NAV Per Fund Interest $ 10.0645 $ 10.0645 $ 10.0645 $ 10.0645 $ 10.0645

Under GAAP, we record liabilities for ongoing distribution fees that (i) we currently owe under the terms of the dealer manager agreement and (ii) we estimate we may pay to the Dealer Manager in future periods for shares of our common stock. As of March 31, 2020, we estimated approximately $37.1 million of ongoing distribution fees were potentially payable to the Dealer Manager. We intend for our NAV to reflect our estimated value on the date that we determine our NAV. As such, we do not deduct the liability for estimated future distribution fees in our calculation of NAV that may become payable after the date as of which our NAV is calculated.

The valuation for our real properties as of March 31, 2020 was provided by the Independent Valuation Firm in accordance with our valuation procedures and determined by starting with the acquisition price of our real properties, which was adjusted based on subsequent events and assumptions used by the Independent Valuation Firm. Certain key assumptions that were used by the Independent Valuation Firm in the discounted cash flow analysis are set forth in the following table:

Weighted-Average

Basis

Exit capitalization rate 5.4 %Discount rate / internal rate of return 6.4 %Holding period of real properties (years) 10.0

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

Input Hypothetical

Change

Increase (Decrease) to the NAV of Real

Properties

Exit capitalization rate (weighted-average) 0.25% decrease 3.3 % 0.25% increase (3.0)%Discount rate (weighted-average) 0.25% decrease 2.0 % 0.25% increase (2.0)%

Performance

Our NAV decreased from $10.0763 per share as of December 31, 2019 to $10.0645 per share as of March 31, 2020. The decrease in NAV was primarily driven by the March 1, 2020 issuance of 27.8 million shares at the January 31, 2020 NAV per share. This decrease was partially offset by the performance of our real estate portfolio and company-level operations, which includes one acquisition for a purchase price of approximately $9.5 million in March 2020.

Effective February 29, 2020, our board of directors approved amendments to our valuation procedures which revised the way we value property-level mortgages, corporate-level credit facilities and associated interest rate hedges when loans, including associated interest rate hedges, are intended to be held to maturity, effectively eliminating all mark-to-market adjustments for such loans and hedges from the calculation of our NAV. The following table summarizes the impact of

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interest rate movements on our Class I share return assuming we continued to include the mark-to-market adjustments for all borrowing-related interest rate hedge and debt instruments beginning with the February 29, 2020 NAV:

(as of March 31, 2020) Trailing

Three-Months (1) Year-to-Date (1)

One-Year (Trailing

12-Months) (1)

Since NAV Inception

Annualized (2)(3)

Class I Share Total Return (3) 1.24 % 1.24 % 5.59 % 5.86 %Adjusted Class I Share Total Return

(continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4) 0.79 % 0.79 % 5.11 % 5.66 %

Difference 0.45 % 0.45 % 0.48 % 0.20 %

(1) Performance is measured by total return, which includes income and appreciation (i.e., distributions and changes in

NAV) and is a compound rate of return that assumes reinvestment of all distributions (“Total Return”) for the respective time period. Past performance is not a guarantee of future results. Performance data quoted above is historical and applies to Class I shares only. Performance is lower for other share classes due to class specific fees and would be lower if calculated assuming that distributions are not reinvested. Current performance may be higher or lower than the performance data quoted.

(2) NAV inception for Class I shares was November 1, 2017, which is when shares of our common stock was first issued to third-party investors in our initial public offering.

(3) The Total Returns presented are based on the actual NAVs at which stockholders transacted, calculated pursuant to our valuation procedures. From NAV Inception to January 31, 2020, these NAVs reflected mark-to-market adjustments on our borrowing-related debt instruments and our borrowing-related interest rate hedge positions.

(4) The Adjusted Total Returns presented are based on adjusted NAVs calculated as if we had continued to mark our borrowing-related hedge and debt instruments to market following a policy change to largely exclude borrowing-related interest rate hedge and debt marks to market from our NAV calculations (except in certain circumstances pursuant to our valuation procedures), beginning with our NAV calculated as of February 29, 2020. Therefore, the NAVs used in the calculation of Adjusted Total Returns were calculated in the same manner as the NAVs used in the calculation of the unadjusted total return for periods through January 31, 2020. The Adjusted Total Returns include the incremental impact of the adjusted NAVs on advisory fees and performance fees; however, they do not include the incremental impact that the adjusted NAVs would have had on any expense support from our Advisor, or the prices at which shares were purchased in our public offering or pursuant to our share redemption program. For calculation purposes, transactions in our common stock were assumed to occur at the adjusted NAVs.

Impacts of COVID-19

The global pandemic and resulting shut down of large parts of the U.S. economy has created significant uncertainty and enhanced investment risk across many asset classes, including real estate. However, we believe we are well-positioned to navigate this unprecedented period. Since December 31, 2019 and through May 6, 2020, we raised over $697.5 million in new equity capital. We believe that the increased pace at which we raised capital in the first three months of 2020 was primarily due to an influx of capital from Industrial Property Trust (“IPT”) shareholders who determined to invest in our common shares following the completion of IPT’s asset sale in January 2020. As a result, our balance sheet as of March 31, 2020 was strong with over $400.0 million of cash and less than 30% leverage, calculated as our total borrowings outstanding divided by the fair value of our real property plus cash and cash equivalents. See “—Liquidity and Capital Resources—Capital Resources and Uses of Liquidity—Offering Proceeds” for further information concerning capital raised thus far in 2020 and our expectations regarding the pace of capital raising in the near term. In addition, our portfolio was 98.3% leased as of March 31, 2020 and is diversified across 46 assets totaling 8.6 million square feet. Our buildings contain a diverse roster of 101 customers, large and small, spanning a multitude of industries and sectors across 14 markets, with a strategic weighting towards top tier markets where we have historically seen the lowest volatility combined with positive returns over time. Our NAV as of March 31, 2020 is $10.06 per share, which is flat relative to the previous month’s NAV per share and our distribution represents a 5.17% annualized yield before the effect of annual distribution fees that are payable with respect to Class T shares and Class W shares.

Our tenured and experienced asset management teams are working directly with our customers to manage through these turbulent times. Within our existing portfolio, 86% of our customers (based on gross April rent) continued to pay their

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rent in full for April 2020, compared to average annual collections of over 99% prior to the pandemic. However, many of our customers’ businesses have been disrupted and some of our more impacted customers are experiencing lost revenue. Our teams are working with these customers to ensure they take advantage of any available insurance and government stimulus programs, which may help them pay rent whether in full or in part. Where appropriate, we have restructured leases and may restructure additional leases to provide temporary rent relief needed by certain customers while positioning ourselves to recapture abated rent over time. We can provide no assurances that we will be able to continue to collect rent at the same level that we did prior to the pandemic. Furthermore, we can provide no assurances that we will be able to recover unpaid rent.

While the uncertain length and depth of the damage from business disruptions remain a significant risk, we believe our NAV as of March 31, 2020 currently reflects this short-term uncertainty, as the Independent Valuation Firm has proactively increased credit loss reserves that may result from forbearance agreements or increased vacancies in the broader market. Going forward, the market disruption may slow our pace of deployment as sellers may be less willing to transact. Slower deployment of capital into income producing real estate further reduces cash flow generated to cover our distributions to our stockholders and may cause us to reduce our NAV in future periods in the absence of asset appreciation or expense support from the Advisor. However, we believe our strong balance sheet and ability as an operator will allow us to be a patient buyer of assets in order to maximize long-term total return and value creation for our stockholders.

RESULTS OF OPERATIONS

Summary of 2020 Activities

During the three months ended March 31, 2020, we completed the following activities:

Our NAV was $10.0645 per share as of March 31, 2020 as compared to $10.0763 per share as of December 31, 2019.

We raised $528.2 million of gross equity capital from our public offerings during the three months ended March 31, 2020.

We acquired one industrial building comprised of 0.1 million square feet for a purchase price of approximately $9.5 million, which is equal to the total consideration paid. We funded this acquisition with proceeds from our public offerings and debt financings.

We entered into interest rate swaps with an aggregate notional amount of $100.0 million during the first quarter of 2020 to hedge LIBOR on our term loan. These interest rate swaps, in combination with those already in place and excluding the interest rate swap described below, effectively fix LIBOR at a weighted-average of 1.23% and result in an all-in interest rate on our term loan ranging from 2.48% to 2.75%, depending on our consolidated leverage ratio. The interest rate swaps will expire in November 2023.

We entered into an additional interest rate swap during the first quarter of 2020 to hedge LIBOR on our term loan that will become effective on May 26, 2020. This interest rate swap has a notional amount of $50.0 million and, in combination with the interest rate swaps already in place, will effectively fix LIBOR at a weighted-average of 1.14%. This interest rate swap will expire in January 2024.

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Portfolio Information

Our total owned and managed portfolio was as follows:

As of

(square feet in thousands) March 31, 2020 December 31, 2019 March 31, 2019

Portfolio data: Total buildings 46 45 17 Total rentable square feet 8,624 8,486 3,163 Total number of customers 101 103 30 Percent occupied of total portfolio (1) 97.1 % 98.7 % 99.3 %Percent leased of total portfolio (1) 98.3 % 100.0 % 99.9 %

(1) See “Overview—General” above for a description of the occupied and leased rates.

Results for the Three Months Ended March 31, 2020 Compared to the Same Period in 2019

The following table summarizes the changes in our results of operations for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019. We evaluate the performance of consolidated operating properties we own and manage using a same store analysis because the population of properties in this analysis is consistent from period to period, thereby eliminating the effects of any material changes in the composition of the aggregate portfolio on performance measures. We have defined the same store portfolio to include consolidated operating properties owned for the entirety of both the current and prior reporting periods for which the operations had been stabilized. “Other properties” includes buildings not meeting the same store criteria. The same store operating portfolio for the three month periods presented below included 13 buildings totaling approximately 2.7 million square feet owned as of January 1,

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2019, which represented 31.7% of total rentable square feet, 32.4% of total revenues, and 33.0% of net operating income for the three months ended March 31, 2020.

For the Three Months Ended

March 31,

(in thousands, except per share data) 2020 2019 Change % Change

Rental revenues: Same store operating properties $ 5,429 $ 5,362 $ 67 1.2 %Other properties 11,348 601 10,747 NM

Total rental revenues 16,777 5,963 10,814 NM Rental expenses: Same store operating properties 1,239 1,254 (15) (1.2)%Other properties 2,849 168 2,681 NM

Total rental expenses 4,088 1,422 2,666 NM Net operating income: Same store operating properties 4,190 4,108 82 2.0 %Other properties 8,499 433 8,066 NM

Total net operating income 12,689 4,541 8,148 NM Other (expenses) income: Real estate-related depreciation and amortization (9,720) (3,128) (6,592) NM General and administrative expenses (822) (605) (217) (35.9)%Advisory fees, related party (2,060) (1,188) (872) (73.4)%Acquisition costs and reimbursements (859) (878) 19 2.2 %Other expense reimbursements, related party (829) (472) (357) (75.6)%Interest expense and other (2,876) (1,201) (1,675) NM Total expense support from (reimbursement to) the Advisor, net 4,534 (2,205) 6,739 NM

Total other expenses (12,632) (9,677) (2,955) (30.5)%Net income (loss) 57 (5,136) 5,193 NM Net (income) loss attributable to redeemable noncontrolling interest — 14 (14) 100.0 %Net (income) loss attributable to noncontrolling interests — — — — %Net income (loss) attributable to common stockholders $ 57 $ (5,122) $ 5,179 NM Weighted-average shares outstanding 74,633 25,997 48,636 Net income (loss) per common share - basic and diluted $ 0.00 $ (0.20) $ 0.20

Rental Revenues. Rental revenues are comprised of rental income, straight-line rent, and amortization of above- and below-market lease assets and liabilities. Total rental revenues increased by approximately $10.8 million for the three months ended March 31, 2020, as compared to the same period in 2019, primarily due to an increase in non-same store revenues, which was attributable to the significant growth in our portfolio during the past 15 months. For the three months ended March 31, 2020, non-same store rental revenues reflect the addition of 33 buildings we have acquired since January 1, 2019. Same store rental revenues increased by $0.1 million, or 1.2%, for the three months ended March 31, 2020 as compared to the same period in 2019, primarily due to increases in occupancy and rental rates.

Rental Expenses. Rental expenses include certain property operating expenses typically reimbursed by our customers, such as real estate taxes, property insurance, repair and maintenance, and utilities. Total rental expenses increased by approximately $2.7 million for the three months ended March 31, 2020, as compared to the same period in 2019, primarily due to an increase in non-same store rental expenses attributable to the significant growth in our portfolio since January 1, 2019. Same store rental expenses decreased 1.2% for the three months ended March 31, 2020 as compared to the same period in 2019, primarily due to a decrease in repairs and maintenance, including lower snow removal costs.

Other Expenses. Other expenses, in aggregate, increased by approximately $3.0 million for the three months ended March 31, 2020, as compared to the same period in 2019, primarily due to the following:

an increase in real estate-related depreciation and amortization expense and advisory fees totaling an aggregate amount of $7.5 million for the three months ended March 31, 2020, respectively, as a result of the growth in our portfolio, as compared to the same period in 2019;

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an increase in interest expense of $1.7 million for the three months ended March 31, 2020, primarily related to: (i) the interest expense derived from the two mortgage notes assumed in connection with the acquisition of the Dallas Infill Industrial Portfolio in June 2019; and (ii) an increase in the interest expense of $1.8 million from borrowings under the term loan due to an increase in average net borrowings of $268.5 million for the three months ended March 31, 2020; partially offset by a decrease in interest from borrowings under the line of credit due to a decrease in average net borrowings of $28.3 million for the three months ended March 31, 2020, as compared to the same period in 2019; and

Partially offset by:

a net increase in the expense support from the Advisor of $6.7 million for the three months ended March 31, 2020 primarily due to the $4.5 million of net expense support received for the three months ended March 31, 2020, as compared to the net reimbursement to the Advisor of $2.2 million pursuant to the expense support agreement between us and the Advisor of deferred fees and other expenses that were previously supported for the three months ended March 31, 2019.

ADDITIONAL MEASURES OF PERFORMANCE

Net Loss and Net Operating Income (“NOI”)

We define NOI as GAAP rental revenues less GAAP rental expenses. We consider NOI to be an appropriate supplemental performance measure and believe NOI provides useful information to our investors regarding our results of operations because NOI reflects the operating performance of our properties and excludes certain items that are not considered to be controllable in connection with the management of the properties, such as real estate-related depreciation and amortization, acquisition-related expenses, impairment charges, general and administrative expenses and interest expense. However, NOI should not be viewed as an alternative measure of our financial performance since it excludes such expenses, which expenses could materially impact our results of operations. Further, our NOI may not be comparable to that of other real estate companies as they may use different methodologies for calculating NOI. Therefore, we believe our net income (loss), as defined by GAAP, to be the most appropriate measure to evaluate our overall performance. Refer to “Results of Operations” above for a reconciliation of our GAAP net income (loss) to NOI for the three months ended March 31, 2020 and 2019.

Funds from Operations (“FFO”), Company-defined Funds from Operations (“Company-defined FFO”) and Modified Funds from Operations (“MFFO”)

We believe that FFO, Company-defined FFO, and MFFO, in addition to net income (loss) and cash flows from operating activities as defined by GAAP, are useful supplemental performance measures that our management uses to evaluate our consolidated operating performance. However, these supplemental, non-GAAP measures should not be considered as an alternative to net income (loss) or to cash flows from operating activities as an indication of our performance and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders. No single measure can provide users of financial information with sufficient information and only our disclosures read as a whole can be relied upon to adequately portray our financial position, liquidity, and results of operations. Fees deferred or waived by the Advisor and payments received from the Advisor and/or reimbursed to the Advisor pursuant to the expense support agreement are included in determining our net income (loss), which is used to determine FFO, Company-defined FFO, and MFFO. If we had not received support from the Advisor and/or reimbursed the Advisor pursuant to the expense support agreement, our FFO, Company-defined FFO, and MFFO would have been lower or higher. In addition, other REITs may define FFO and similar measures differently and choose to treat acquisition-related costs and potentially other accounting line items in a manner different from us due to specific differences in investment and operating strategy or for other reasons.

FFO. As defined by the National Association of Real Estate Investment Trusts (“NAREIT”), FFO is a non-GAAP measure that excludes certain items such as real estate-related depreciation and amortization. We believe FFO is a meaningful supplemental measure of our operating performance that is useful to investors because depreciation and amortization in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over

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time. We use FFO as an indication of our consolidated operating performance and as a guide to making decisions about future investments.

Company-defined FFO. Similar to FFO, Company-defined FFO is a non-GAAP measure that excludes real estate-related depreciation and amortization and also excludes acquisition-related costs, which are characterized as expenses in determining net income (loss) under GAAP. The purchase of operating properties has been a key strategic objective of our business plan focused on generating growth in operating income and cash flow in order to make distributions to investors. However, the corresponding acquisition-related costs are driven by transactional activity rather than factors specific to the on-going operating performance of our properties or investments. Company-defined FFO may not be a complete indicator of our operating performance, and may not be a useful measure of the long-term operating performance of our properties if we do not continue to operate our business plan as disclosed.

MFFO. As defined by the Institute for Portfolio Alternatives (“IPA”), MFFO is a non-GAAP supplemental financial performance measure used to evaluate our operating performance. Similar to FFO, MFFO excludes items such as real estate-related depreciation and amortization. Similar to Company-defined FFO, MFFO excludes acquisition-related costs. MFFO also excludes straight-line rent and amortization of above- and below-market leases. In addition, there are certain other MFFO adjustments as defined by the IPA that are not applicable to us and are not included in our presentation of MFFO.

We are in the acquisition phase of our life cycle. Management does not include historical acquisition-related costs in its evaluation of future operating performance, as such costs are not expected to be incurred once our acquisition phase is complete. We use FFO, Company-defined FFO and MFFO to, among other things: (i) evaluate and compare the potential performance of the portfolio after the acquisition phase is complete, and (ii) evaluate potential performance to determine liquidity event strategies. Although some REITs may present similar measures differently from us, we believe FFO, Company-defined FFO and MFFO generally facilitate a comparison to other REITs that have similar operating characteristics to us. We believe investors are best served if the information that is made available to them allows them to align their analyses and evaluation with the same performance metrics used by management in planning and executing our business strategy. We believe that these performance metrics will assist investors in evaluating the potential performance of the portfolio after the completion of the acquisition phase. However, these supplemental, non-GAAP measures are not necessarily indicative of future performance and should not be considered as an alternative to net loss or to cash flows from operating activities and is not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. Neither the SEC, NAREIT, nor any regulatory body has passed judgment on the acceptability of the adjustments used to calculate FFO, Company-defined FFO and MFFO. In the future, the SEC, NAREIT, or a regulatory body may decide to standardize the allowable adjustments across the non-traded REIT industry at which point we may adjust our calculation and characterization of FFO, Company-defined FFO and MFFO.

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The following unaudited table presents a reconciliation of GAAP net income (loss) to NAREIT FFO, Company-defined FFO and MFFO:

For the Three Months Ended March 31,

For the Period From Inception

(August 12, 2014) to

(in thousands, except per share data) 2020 2019 March 31, 2020

GAAP net income (loss) attributable to common stockholders $ 57 $ (5,122) $ (26,506) GAAP net income (loss) per common share 0.00 $ (0.20) $ (2.17)

Reconciliation of GAAP net income (loss) to NAREIT FFO: GAAP net income (loss) attributable to common stockholders $ 57 $ (5,122) $ (26,506) Add (deduct) NAREIT adjustments:

Real estate-related depreciation and amortization 9,720 3,128 35,497 Redeemable noncontrolling interest’s share of real estate-related

depreciation and amortization (47) (9) (89) NAREIT FFO attributable to common stockholders $ 9,730 $ (2,003) $ 8,902 NAREIT FFO per common share $ 0.13 $ (0.08) $ 0.73

Reconciliation of NAREIT FFO to Company-defined FFO: NAREIT FFO attributable to common stockholders $ 9,730 $ (2,003) $ 8,902 Add (deduct) Company-defined adjustments:

Acquisition costs and reimbursements 859 878 8,828 Redeemable noncontrolling interest’s share of acquisition expense

reimbursements, related party (4) (2) (9) Company-defined FFO attributable to common stockholders $ 10,585 $ (1,127) $ 17,721 Company-defined FFO per common share $ 0.14 $ (0.04) $ 1.45

Reconciliation of Company-defined FFO to MFFO: Company-defined FFO attributable to common stockholders $ 10,585 $ (1,127) $ 17,721 Add (deduct) MFFO adjustments:

Straight-line rent and amortization of above/below-market leases (1,418) (845) (7,512) Redeemable noncontrolling interest’s share of straight-line rent and

amortization of above/below-market leases 7 2 15 MFFO attributable to common stockholders $ 9,174 $ (1,970) $ 10,224 MFFO per common share $ 0.12 $ (0.08) $ 0.84 Weighted-average shares outstanding 74,633 25,997 12,211

We believe that: (i) our NAREIT FFO of $9.7 million, or $0.13 per share, as compared to the total gross distributions declared (which are paid in cash or reinvested in shares offered through our distribution reinvestment plan) in the amount of $10.2 million, or $0.14 per share, for the three months ended March 31, 2020; and (ii) our NAREIT FFO of $8.9 million, or $0.73 per share, as compared to the total gross distributions declared (which are paid in cash or reinvested in shares offered through our distribution reinvestment plan) of $35.7 million, or $1.89 per share, for the period from inception (August 12, 2014) to March 31, 2020, are not indicative of future performance as we are in the acquisition phase of our life cycle. See “Liquidity and Capital Resources—Distributions” below for details concerning our distributions, which are paid in cash or reinvested in shares of our common stock by participants in our distribution reinvestment plan.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our primary sources of capital for meeting our cash requirements during our acquisition phase are, and will be, net proceeds from our public offerings, including proceeds from the sale of shares offered through our distribution reinvestment plan, debt financings, cash resulting from the expense support provided by the Advisor and cash generated from operating activities. We currently intend to maintain an allocation of at least 10% of our NAV to cash and cash equivalents. Our principal uses of funds are, and will be, for the acquisition of properties and other investments, capital expenditures, operating expenses, payments under our debt obligations, and distributions to our stockholders. Over time, we intend to fund a majority of our cash needs for items other than asset acquisitions, including the repayment of debt

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and capital expenditures, from operating cash flows and refinancings. There may be a delay between the deployment of proceeds raised from our public offerings and our purchase of assets, which could result in a delay in the benefits to our stockholders, if any, of returns generated from our investments.

The global pandemic and resulting shut down of large parts of the U.S. economy has created significant uncertainty and enhanced investment risk across many asset classes, including real estate. The COVID-19 pandemic could have a material adverse effect on our financial condition, results of operations and cash flows as the reduced economic activity severely impacts certain of our customers’ businesses, financial condition and liquidity and may cause certain customers to be unable to meet their obligations to us in full. However, since December 31, 2019 and through May 6, 2020, we have raised over $697.5 million in new equity capital. We believe that the increased pace at which we raised capital in the first three months of 2020 was primarily due to an influx of capital from IPT shareholders who determined to invest in our common shares following the completion of IPT’s asset sale in January 2020. As a result, our balance sheet as of March 31, 2020 was strong with over $400.0 million of cash and less than 30% leverage, calculated as our total borrowings outstanding divided by the fair value of our real property plus cash and cash equivalents. See “—Capital Resources and Uses of Liquidity—Offering Proceeds” for further information concerning capital raised thus far in 2020 and our expectations regarding the pace of capital raising in the near term. In addition, our portfolio was 98.3% leased as of March 31, 2020 and is diversified across 46 assets totaling 8.6 million square feet. Our buildings contain a diverse roster of 101 customers, large and small, spanning a multitude of industries and sectors across 14 markets, with a strategic weighting towards top tier markets where we have historically seen the lowest volatility combined with positive returns over time. Within our existing portfolio, 86% of our customers (based on gross April rent) continued to pay their rent in full for April 2020.

The Advisor, subject to the oversight of our board of directors and, under certain circumstances, the investment committee or other committees established by our board of directors, will continue to evaluate potential acquisitions and will engage in negotiations with sellers and lenders on our behalf. Pending investment in property, debt, other investments, and our 10% cash allocation mentioned above, we may decide to temporarily invest any unused proceeds from our public offering in certain investments that are expected to yield lower returns than those earned on real estate assets. During these times of economic uncertainty, we have seen a slow down in transaction volume, which has adversely impacted our ability to acquire real estate assets, which would cause us to retain more lower yielding investments and hold them for longer periods of time while we seek to acquire additional real estate assets. These lower returns may affect our ability to make distributions to our stockholders. Potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, proceeds from the sale of assets, and undistributed funds from operations.

We believe that our cash on-hand, anticipated net offering proceeds, anticipated financing activities and cash resulting from the expense support provided by the Advisor will be sufficient to meet our liquidity needs for the foreseeable future.

Cash Flows. The following table summarizes our cash flows, as determined on a GAAP basis, for the following periods:

For the Three Months Ended

March 31,

(in thousands) 2020 2019 Change

Total cash provided by (used in): Operating activities $ 1,816 $ 3,624 $ (1,808) Investing activities (15,884) (43,588) 27,704 Financing activities 387,686 50,576 337,110 Net increase in cash, cash equivalents and restricted

cash $ 373,618 $ 10,612 $ 363,006 Cash provided by operating activities during the three months ended March 31, 2020 decreased by approximately $1.8 million as compared to the same period in 2019, primarily due to payment to the Advisor of previously supported expenses, partially offset by growth in our property operations. Cash used in investing activities during the three months ended March 31, 2020 decreased by approximately $27.7 million as compared to the same period in 2019 due to our limited acquisition activity during the three months ended March 31, 2020 as compared to the same period in 2019. Cash

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provided by financing activities during the three months ended March 31, 2020 increased approximately $337.1 million as compared to the same period in 2019 primarily due to an increase in net proceeds raised in our public offerings of $415.3 million, partially offset by a decrease of $76.7 million in our net borrowing activity.

Capital Resources and Uses of Liquidity

In addition to our cash and cash equivalents balance available, our capital resources and uses of liquidity are as follows:

Line of Credit and Term Loan. As of March 31, 2020, we had an aggregate of $730.0 million of commitments under our credit agreement, including $315.0 million under our line of credit and $415.0 million under our term loan. As of that date, we had no amounts outstanding under our line of credit and $307.5 million outstanding under our term loan with an effective interest rate of 2.63%, which includes the effect of the interest rate swap agreements. The unused portion under our line of credit was $315.0 million, and we had $314.9 million amounts available as of March 31, 2020. The unused and available portions under our term loan were both $107.5 million as of March 31, 2020. Our $315.0 million line of credit matures in November 2023, and may be extended pursuant to a one-year extension option, subject to continuing compliance with certain financial covenants and other customary conditions. Our $415.0 million term loan matures in February 2024. Our line of credit and term loan borrowings are available for general corporate purposes including, but not limited to, the acquisition and operation of permitted investments by us. Refer to “Note 4 to the Condensed Consolidated Financial Statements” for additional information regarding our line of credit and term loan.

In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”), which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payment could change. In addition, uncertainty about the extent and manner of future changes may result in interest rate and/or payments that are higher or lower than if LIBOR were to remain available in the current form.

As of March 31, 2020, our line of credit and term loan are our only indebtedness with maturities beyond 2021 that have exposure to LIBOR. The agreement governing the term loan provides procedures for determining a replacement or alternative base rate in the event that LIBOR is discontinued. However, there can be no assurances as to whether such replacement or alternative base rate will be more or less favorable than LIBOR. As of March 31, 2020, we have interest rate swaps in place to hedge LIBOR on $300.0 million of commitments under our term loan. We intend to monitor the developments with respect to the potential phasing out of LIBOR after 2021 and work with our lenders to seek to ensure any transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR.

Mortgage Notes. As of March 31, 2020, we had property-level borrowings of approximately $49.3 million of principal outstanding with a weighted-average remaining term of 5.1 years. These borrowings are secured by mortgages or deeds of trust and related assignments and security interests in the collateralized properties, and had a weighted-average interest rate of 3.71%. Refer to “Note 4 to the Condensed Consolidated Financial Statements” for additional information regarding the mortgage notes.

Debt Covenants. Our line of credit, term loan and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, the agreement governing our line of credit and term loan contains certain corporate level financial covenants, including leverage ratio, fixed charge coverage ratio, and tangible net worth thresholds. These covenants may limit our ability to incur additional debt, to make borrowings under our line of credit, or to pay distributions. We were in compliance with all of our debt covenants as of March 31, 2020.

Offering Proceeds. As of March 31, 2020, aggregate gross proceeds raised since inception from our public and private offerings, including proceeds raised through our distribution reinvestment plan, were $1.05 billion ($978.8 million net of direct selling costs). These proceeds include $528.2 million from the sale of 50.6 million shares of our common stock for the three months ended March 31, 2020. We believe that the increased pace at which we raised capital during the

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three months ended March 31, 2020 was primarily due to an influx of capital from IPT shareholders who determined to invest in our common shares following the receipt of a special distribution from IPT related to the completion of IPT’s asset sale in January 2020. Due to the unique nature of these circumstances, we do not expect that this increased pace will be sustained during the remainder of 2020. In addition, due to the economic disruption created by the COVID-19 pandemic, we expect the pace of capital raising to be slower in the near term and to return to a pace more consistent with or slower than the pace we experienced during 2019.

Distributions. We intend to continue to accrue and make distributions on a regular basis. For the three months ended March 31, 2020, approximately 5.4% of our total gross distributions were paid from cash flows from operating activities, as determined on a GAAP basis, and 94.6% of our total gross distributions were funded from sources other than cash flows from operating activities, as determined on a GAAP basis; specifically 44.6% of our total gross distributions were paid from cash provided by expense support from the Advisor, and 50.0% of our total gross distributions were funded with proceeds from shares issued pursuant to our distribution reinvestment plan. Some or all of our future distributions may be paid from sources other than cash flows from operating activities, such as cash flows from financing activities, which include borrowings (including borrowings secured by our assets), proceeds from the issuance of shares pursuant to our distribution reinvestment plan, proceeds from sales of assets, cash resulting from a waiver or deferral of fees otherwise payable to the Advisor or its affiliates (including cash received pursuant to the expense support agreement), interest income from our cash balances, and the net proceeds from primary shares sold in our public offerings. We have not established a cap on the amount of our distributions that may be paid from any of these sources. The amount of any distributions will be determined by our board of directors, and will depend on, among other things, current and projected cash requirements, tax considerations and other factors deemed relevant by our board.

For the second quarter of 2020, our board of directors authorized monthly distributions to all common stockholders of record as of the close of business on the last business day of each month for the second quarter of 2020, or April 30, 2020, May 31, 2020 and June 30, 2020 (each a “Distribution Record Date”). The distributions were authorized at a quarterly rate of (i) $0.13625 per Class I share of common stock and (ii) $0.13625 per Class T share and per Class W share of common stock, less the respective annual distribution fees that are payable monthly with respect to such Class T shares and Class W shares. This quarterly rate is equal to a monthly rate of (i) $0.04542 per Class I share of common stock and (ii) $0.04542 per Class T share and per Class W share of common stock, less the respective annual distribution fees that are payable with respect to such Class T shares and Class W shares. Distributions for each month of the second quarter of 2020 have been or will be paid in cash or reinvested in shares of our common stock for those electing to participate in our distribution reinvestment plan following the close of business on the respective Distribution Record Date applicable to such monthly distributions.

There can be no assurances that the current distribution rate or amount per share will be maintained. In the near-term, we expect that we may need to continue to rely on expense support from the Advisor and sources other than cash flows from operations, as determined on a GAAP basis, to pay distributions, which if insufficient could negatively impact our ability to pay such distributions.

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The following table outlines sources used, as determined on a GAAP basis, to pay total gross distributions (which are paid in cash or reinvested in shares of our common stock through our distribution reinvestment plan) for the quarters ended as of the dates indicated below:

Source of Distributions

($ in thousands)

Provided by Expense

Support (1)

Provided by Operating Activities

Proceeds from Financing

Activities Proceeds from

DRIP (2) Gross

Distributions (3)

Total Cash Flows from Operating Activities

2020 March 31 $ 4,534 44.6 % $ 548 5.4 % $ — — % $ 5,076 50.0 % $ 10,158 $ 1,816 Total $ 4,534 44.6 % $ 548 5.4 % $ — — % $ 5,076 50.0 % $ 10,158 $ 1,816

2019 December 31 $ 947 14.8 % $ — — % $2,216 34.6 % $ 3,242 50.6 % $ 6,405 $ (2,151) September 30 1,776 31.2 % 1,057 18.5 — — 2,866 50.3 5,699 4,019 June 30 2,120 45.2 % 256 5.5 — — 2,319 49.4 4,695 961 March 31 1,295 36.6 % 503 14.2 — — 1,744 49.2 3,542 3,624 Total $ 6,138 30.2 % $1,816 8.9 % $2,216 10.9 % $10,171 50.0 % $ 20,341 $ 6,453

(1) For the three months ended March 31, 2020 and the year ended December 31, 2019, the Advisor provided expense

support of $4.5 million and $6.1 million, respectively. Expense support from the Advisor used to pay distributions is presented above without the effect of our reimbursements to the Advisor of previously deferred fees and other expenses. We did not reimburse the Advisor for any amounts pursuant to the expense support agreement in 2020. We reimbursed the Advisor $13.6 million during the year ended December 31, 2019. See “Note 7 to the Condensed Consolidated Financial Statements” for further detail on the expense support from and reimbursement to the Advisor during the quarter. Refer to Item 8, “Financial Statements and Supplementary Data” in our 2019 Form 10-K for a description of the expense support agreement.

(2) Stockholders may elect to have their distributions reinvested in shares of our common stock through our distribution reinvestment plan.

(3) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares issued in the primary portion of our public offerings.

For the three months ended March 31, 2020, our cash flows provided by operating activities on a GAAP basis were $1.8 million, as compared to our aggregate total gross distributions declared (which are paid in cash or reinvested in shares issued pursuant to our distribution reinvestment plan) of $10.2 million. For the three months ended March 31, 2019, our cash flows provided by operating activities on a GAAP basis were $3.6 million, as compared to our aggregate total gross distributions declared (which are paid in cash or reinvested in shares issued pursuant to our distribution reinvestment plan) of $3.5 million.

Refer to “Note 6 to the Condensed Consolidated Financial Statements” for further detail on our distributions.

Redemptions. For the three months ended March 31, 2020, we received eligible redemption requests for approximately 0.1 million shares of our common stock, all of which we redeemed using cash flows from financing activities, for an aggregate amount of approximately $0.7 million, or an average price of $9.83 per share. For the three months ended March 31, 2019, we received eligible redemption requests for 0.1 million shares of our common stock, all of which we redeemed using cash flows from financing activities, for an aggregate amount of approximately $0.8 million, or an average price of $10.02 per share. See Part II, Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds—Share Redemption Program,” for further description of our share redemption program.

SUBSEQUENT EVENTS

Status of the Public Offerings

As of May 6, 2020, we had raised gross proceeds of $1.2 billion from the sale of 116.0 million shares of our common stock in our public offerings, including $20.2 million from the sale of 2.0 million shares of our common stock through our distribution reinvestment plan. These proceeds include $697.5 million from the sale of 66.5 million shares of our common stock in 2020. We believe that the increased pace at which we raised capital during 2020 was primarily due to

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an influx of capital from IPT shareholders who determined to invest in our common shares following their receipt of a special distribution from IPT related to the completion of IPT’s asset sale in January 2020. Due to the unique nature of these circumstances, we do not expect that this increased pace will be sustained during the remainder of 2020 and expect sales of our common shares to return to a pace more consistent with the pace we experienced during 2019. As of May 6, 2020, approximately $1.25 billion in shares of our common stock remained available for sale pursuant to our follow-on public offering in any combination of Class T shares, Class W shares and Class I shares, including approximately $488.1 million in shares of common stock available for sale through our distribution reinvestment plan, which may be reallocated for sale in our primary offering.

Completed Acquisitions

On April 14, 2020, the Company acquired one industrial building located in the Houston market. The total purchase price was $9.5 million, exclusive of transfer taxes, due diligence expenses, acquisition costs and other closing costs.

On April 15, 2020, the Company acquired one industrial building located in the Denver market. The total purchase price was approximately $11.6 million, exclusive of transfer taxes, due diligence expenses, acquisition costs and other closing costs.

On May 11, 2020, the Company acquired two industrial buildings located in the Dallas market. The total purchase price was approximately $70.2 million, exclusive of transfer taxes, due diligence expenses, acquisition costs and other closing costs.

Acquisitions Under Contract

As of May 6, 2020, we had entered into contracts to acquire properties with an aggregate contract purchase price of approximately $237.1 million, comprised of eight industrial buildings. There can be no assurance that we will complete the acquisition of the properties under contract.

COVID-19

We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact our tenants and business partners. While we did not incur significant disruptions during the three months ended March 31, 2020 from the COVID-19 pandemic, we are unable to predict the impact that the COVID-19 pandemic will have on our future financial condition, results of operations and cash flows due to numerous uncertainties and the impact could be material. Within our existing portfolio, we collected approximately 86% of our April rent (based on gross rent), compared to average annual collections of over 99% prior to the pandemic.

In April and May 2020, we received certain rent relief requests, most often in the form of rent deferral requests, as a result of COVID-19. We are evaluating each tenant rent relief request on an individual basis, considering a number of factors. Where appropriate, we have restructured leases and may restructure additional leases to provide temporary rent relief needed by certain customers while positioning ourselves to recapture abated rent over time. Not all tenant requests will ultimately result in modification of lease agreements, nor are we forgoing our contractual rights under our lease agreements. We can provide no assurances that we will be able to recover unpaid rent.

CONTRACTUAL OBLIGATIONS

A summary of future obligations as of December 31, 2019 was disclosed in our 2019 Form 10-K. Except as otherwise disclosed in “Note 4 to the Condensed Consolidated Financial Statements” relating to borrowings under our line of credit and term loan, there have been no material changes outside the ordinary course of business from the future obligations disclosed in our 2019 Form 10-K.

OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, 2020, we had no off-balance sheet arrangements that have or are reasonably likely to have a material effect, on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

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CRITICAL ACCOUNTING ESTIMATES

Our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of our unaudited condensed consolidated financial statements requires significant management judgments, assumptions, and estimates about matters that are inherently uncertain. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our condensed consolidated financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses. For a detailed description of our critical accounting estimates, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2019 Form 10-K. As of March 31, 2020, our critical accounting estimates have not changed from those described in our 2019 Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We may be exposed to the impact of interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows, and optimize overall borrowing costs. To achieve these objectives, we plan to borrow on a fixed interest rate basis for longer-term debt and utilize interest rate swap agreements on certain variable interest rate debt in order to limit the effects of changes in interest rates on our results of operations. As of March 31, 2020, our debt outstanding consisted of borrowings under our term loan and mortgage notes.

Fixed Interest Rate Debt. As of March 31, 2020, our fixed interest rate debt consisted of $300.0 million under our term loan, which was effectively fixed through the use of interest swap agreements, and $49.3 million of principal borrowings under our mortgage notes. In total, our fixed rate debt represented approximately 97.9% of our total debt as of March 31, 2020. The impact of interest rate fluctuations on our fixed interest rate debt will generally not affect our future earnings or cash flows unless such borrowings mature, are otherwise terminated or payments are made on the principal balance. However, interest rate changes could affect the fair value of our fixed interest rate debt. As of March 31, 2020, the fair value and the carrying value of our fixed interest rate debt, excluding the values of hedges, were $351.5 million and $356.8 million, respectively. The fair value estimate of our fixed interest rate debt was estimated using a discounted cash flow analysis utilizing rates we would expect to pay for debt of a similar type and remaining maturity if the loans were originated on March 31, 2020. Based on our debt as of March 31, 2020, we do not expect that market fluctuations in interest rates will have a significant impact on our future earnings or operating cash flows.

Variable Interest Rate Debt. As of March 31, 2020, our variable interest rate debt consisted of $7.5 million under our term loan, which represented 2.1% of our total debt. Interest rate changes on the variable portion of our variable-rate debt could impact our future earnings and cash flows, but would not significantly affect the fair value of such debt. As of March 31, 2020, we were exposed to market risks related to fluctuations in interest rates on $7.5 million of borrowings. A hypothetical 10% change in the average interest rate on the outstanding balance of our variable interest rate debt as of March 31, 2020, would change our annual interest expense by approximately $0.1 million.

Derivative Instruments. As of March 31, 2020, we had seven outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk, with a total notional amount of $350.0 million. This includes one interest rate swap with a notional amount of $50.0 million that will become effective in May 2020. See “Note 4 to the Condensed Consolidated Financial Statements” for further detail on our interest rate swaps. We are exposed to credit risk of the counterparty to our interest rate swap agreements in the event of non-performance under the terms of the agreements. If we were not able to replace these swaps in the event of non-performance by the counterparty, we would be subject to variability of the interest rate on the amount outstanding under our term loan that is fixed through the use of the swaps.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2020. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2020, our disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, Item 1A, “Risk Factors” of our 2019 Form 10-K, which could materially affect our business, financial condition, and/or future results. The risks described in our 2019 Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

With the exception of the risk factors set forth below, which update the risk factors disclosed in our 2019 Form 10-K, there have been no material changes to the risk factors disclosed in our 2019 Form 10-K.

RISKS RELATED TO INVESTING IN OUR PUBLIC OFFERING

Because we generally do not mark to market our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity, or our associated interest rate hedges that are intended to be held to maturity, the realizable value of our company or our assets that are encumbered by debt may be higher or lower than the value used in the calculation of our NAV.

In accordance with our valuation procedures, our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity, including those subject to interest rates hedges, are valued at par (i.e. at their respective outstanding balances). Because we often utilize interest rate hedges to stabilize interest payments (i.e. to fix all-in interest rates through interest rate swaps or to limit interest rate exposure through interest rate caps) on individual loans, each loan and associated interest rate hedge is treated as one financial instrument, which is valued at par for property-level mortgages or corporate-level credit facilities that are intended to be held to maturity. As a result, the realizable value of our company or our assets that are encumbered by debt used in the calculation of our NAV may be higher or lower than the value that would be derived if such debt instruments were marked to market. For example, if we decide to sell one or more assets, we may re-classify those assets as held-for-sale, which could then have a positive or negative impact on our calculation of NAV to the extent any associated debt is definitively intended to be prepaid. In some cases such difference may be significant. As a further example, we estimate the fair value of our debt (inclusive of associated interest rate hedges) that was intended to be held to maturity as of March 31, 2020 was $4.9 million higher than par for such debt in aggregate, meaning that if we used the fair value of our debt rather than par (and treated the associated hedge as part of the same financial instrument), our NAV would have been lower by approximately $4.9 million, or $0.05 per share, not taking into account all of the other items that impact our monthly NAV, as of March 31, 2020. By valuing our debt (inclusive of associated interest rate hedges) at par value rather than fair value, our NAV per share as of March 31, 2020 is approximately 0.5%, or $0.05 per share higher than if we valued our debt and associated interest rate hedges at fair value. As of March 31, 2020, we classified all of our debt as intended to be held to maturity.

Interest rate changes may cause volatility in our monthly NAV.

In accordance with our valuation procedures, we generally will use the fair value of our assets and liabilities related to assets held for sale, if any, to determine our monthly NAV. The fair value of certain of our assets and such liabilities may be very sensitive to interest rate changes, such as fixed rate borrowings and interest rate hedges that are not intended to be held to maturity. As a result, changes in projected forward interest rates may cause volatility in our monthly NAV.

RISKS RELATED TO OUR GENERAL BUSINESS OPERATIONS AND OUR CORPORATE STRUCTURE

The current outbreak of the novel coronavirus, or COVID-19, has caused severe disruptions in the U.S. and global economy and will likely have an adverse impact on our financial condition and results of operations. This impact could be materially adverse to the extent the current COVID-19 outbreak, or future pandemics, cause customers to be unable to pay their rent or reduce the demand for commercial real estate, or cause other impacts described below.

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China. COVID-19 has since spread to over 100 countries, including the United States. COVID-19 has also spread to every state

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in the United States. On March 11, 2020 the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020 the United States declared a national emergency with respect to COVID-19.

The outbreak of COVID-19 in many countries, including the United States, continues to adversely impact global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and, as cases of the virus have continued to be identified in additional countries, many countries, including the United States, have reacted by instituting quarantines and restrictions on travel.

Nearly all U.S. cities and states, including cities and states where our properties are located, have also reacted by instituting quarantines, restrictions on travel, “shelter in place” rules, restrictions on types of business that may continue to operate, and/or restrictions on types of construction projects that may continue. We expect that additional states and cities will implement similar restrictions and there can be no assurances as to the length of time these restrictions will remain in place. The COVID-19 outbreak has had, and future pandemics could have, a significant adverse impact on economic and market conditions of economies around the world, including the United States, and has triggered a period of global economic slowdown or global recession.

The effects of COVID-19 or another pandemic could adversely affect us and/or our customers due to, among other factors:

the unavailability of personnel, including executive officers and other leaders that are part of the management team and the inability to recruit, attract and retain skilled personnel—to the extent management or personnel are impacted in significant numbers by the outbreak of pandemic or epidemic disease and are not available or allowed to conduct work—business and operating results may be negatively impacted;

difficulty accessing debt and equity capital on attractive terms, or at all—a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our and our customers’ ability to access capital necessary to fund business operations or replace or renew maturing liabilities on a timely basis, and may adversely affect the valuation of financial assets and liabilities, any of which could affect our ability to meet liquidity and capital expenditure requirements or have a material adverse effect on our business, financial condition, results of operations and cash flows;

an inability to operate in affected areas, or delays in the supply of products or services from the vendors that are needed to operate effectively;

customers’ inability to pay rent on their leases or our inability to re-lease space that is or becomes vacant, which inability, if extreme, could cause us to: (i) no longer be able to pay distributions at our current rates or at all in order to preserve liquidity and (ii) be unable to meet our debt obligations to lenders, which could cause us to lose title to the properties securing such debt, trigger cross-default provisions, or could cause us to be unable to meet debt covenants, which could cause us to have to sell properties or refinance debt on unattractive terms;

an inability to ensure business continuity in the event our continuity of operations plan is not effective or improperly implemented or deployed during a disruption;

our inability to raise capital in our ongoing public offering, if investors are reluctant to purchase our shares; our inability to deploy capital due to slower transaction volume which may be dilutive to stockholders; and our inability to satisfy redemption requests and preserve liquidity, if demand for redemptions exceeds the limits

of our share redemption program or ability to fund redemptions.

Because our property investments are located in the United States, COVID-19 has begun and will continue to impact our properties and operating results given its continued spread within the United States reduces occupancy, increases the cost of operation, results in limited hours or necessitates the closure of such properties. In addition, quarantines, states of emergencies and other measures taken to curb the spread of COVID-19 may negatively impact the ability of such properties to continue to obtain necessary goods and services or provide adequate staffing, which may also adversely affect our properties and operating results.

Customers and potential customers of the properties we own operate in industries that are being adversely affected by the disruption to business caused by this global outbreak. Customers or operators have been, and may in the future be, required to suspend operations at our properties for what could be an extended period of time. A significant number of our customers have requested rent concessions and more customers may request rent concessions or may not pay rent in the future. This could lead to increased customer delinquencies and/or defaults under leases, a lower demand for rentable

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space leading to increased concessions or lower occupancy, and/or tenant improvement expenditures, or reduced rental rates to maintain occupancies. Our operations could be materially negatively affected if the economic downturn is prolonged, which could adversely affect our operating results, ability to pay our distributions, our ability to repay or refinance our debt, and the value of our shares.

The rapid development and fluidity of this situation precludes any prediction as to the ultimate impact of COVID-19. The full extent of the impact and effects of COVID-19 on our future financial performance, as a whole, and, specifically, on our real estate property holdings are uncertain at this time. The impact will depend on future developments, including, among other factors, the duration and spread of the outbreak, along with related travel advisories and restrictions, the recovery time of the disrupted supply chains, the consequential staff shortages, and production delays, and the uncertainty with respect to the duration of the global economic slowdown. COVID-19 and the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our performance, financial condition, results of operations, cash flows, and value of our shares.

The current outbreak of COVID-19 and resulting impacts on the U.S. economy and financial markets has created extreme uncertainty and volatility with respect to the current and future values of real estate, and therefore our NAV per share, as well as the market value of our debt (including associated interest rate hedges). As a result, our NAV per share may not reflect the actual realizable value of our underlying properties at any given time or the market value of our debt (including associated interest rate hedges).

The current outbreak of COVID-19 and resulting impacts on the U.S. economy and financial markets have created extreme uncertainty and volatility with respect to the current and future values of real estate and real estate-related assets, borrowings and hedges. The recent COVID-19 pandemic is expected to continue to have a significant impact on local, national and global economies and has resulted in a world-wide economic slowdown. The fallout from the ongoing pandemic on our investments is uncertain; however, it is expected to have a negative impact on the overall real estate market. In addition, slower transaction volume may result in less data for assessing real estate values. This increases the risk that our NAV per share may not reflect the actual realizable value of our underlying properties at any given time, as valuations and appraisals of our properties and real estate-related assets are only estimates of market value as of the end of the prior month and may not reflect the changes in values resulting from the COVID-19 pandemic, as this impact is occurring rapidly and is not immediately quantifiable. To the extent real estate values decline after the date we disclose our NAV, whether due to the COVID-19 outbreak or otherwise, (i) we may overpay to redeem our shares, which would adversely affect the investment of non-redeeming stockholders, and (ii) new investors may overpay for their investment in our common stock, which would heighten their risk of loss. Furthermore, because we generally do not mark to market our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity or our associated interest rate hedges that are intended to be held to maturity, the realizable value of our company or our assets that are encumbered by debt may be higher or lower than the value used in the calculation of our NAV. This risk may be exacerbated by the current market volatility, which can lead to large and sudden swings in the fair value of our assets and liabilities. We currently estimate the fair value of our debt (inclusive of associated interest rate hedges) that was intended to be held to maturity as of March 31, 2020 was $4.9 million higher than par for such debt in aggregate, meaning that if we used the fair value of our debt rather than par (and treated the associated hedge as part of the same financial instrument), our NAV would be lower by approximately $4.9 million, or $0.05 per share, as of March 31, 2020.

RISKS RELATED TO INVESTMENTS IN REAL ESTATE-RELATED DEBT AND SECURITIES

Investments in real estate-related securities will be subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate-related securities.

We may invest in real estate-related securities and our investments may consist of real estate-related common equity, preferred equity and debt securities of both publicly traded and private real estate companies. Our investments in such real estate-related securities will involve special risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer. Issuers of real estate-related securities generally invest in real estate or real estate-related assets and are subject to the inherent risks associated with real estate-related debt investments discussed in this prospectus.

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The value of real estate-related securities, including those of publicly listed REITs, fluctuates in response to issuer, political, market and economic developments. For example, equity markets are experiencing significant disruption as a result of the outbreak of COVID-19. In the short term, equity prices can fluctuate dramatically in response to these developments. Different parts of the market and different types of equity securities can react differently to these developments and they can affect a single issuer, multiple issuers within an industry, the economic sector or geographic region, or the market as a whole. The real estate industry is sensitive to economic downturns. The value of securities of companies engaged in real estate activities can be affected by changes in real estate values and rental income, property taxes, interest rates and tax and regulatory requirements. Downturns in equity and debt markets, such as the one we are currently experiencing, will significantly impact the value of our real-estate related securities

Real estate-related securities may be unsecured and subordinated to other obligations of the issuer. As a result, investments in real estate-related securities are subject to risks of (i) limited liquidity in the secondary trading, (ii) substantial market price volatility, (iii) subordination to prior claims of banks and other senior lenders of the issuer and preferred equity holders (iv) the operation of mandatory sinking fund or call/redemption provisions during periods of declining interest rates that could cause the issuer to reinvest redemption proceeds in lower yielding assets, (v) the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations and (iv) the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic downturn. These risks may adversely affect the value of outstanding real estate-related securities and the ability of the issuers thereof to pay dividends.

RISKS RELATED TO OUR TAXATION AS A REIT

Changes to the U.S. federal income tax laws, including the enactment of certain tax reform measures, could have an adverse impact on our business and financial results.

In recent years, numerous legislative, judicial and administrative changes have been made to the U.S. federal income tax laws applicable to investments in real estate and REITs, including the passage of the Tax Cuts and Jobs Act of 2017. Federal legislation intended to ameliorate the economic impact of the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act, has been enacted that makes technical corrections to, or modifies on a temporary basis, certain of the provisions of the Tax Cut and Jobs Act of 2017, and it is possible that additional such legislation may be enacted in the future. The full impact of the Tax Cuts and Jobs Act of 2017 and the CARES Act may not become evident for some period of time. In addition, there can be no assurance that future changes to the U.S. federal income tax laws or regulatory changes will not be proposed or enacted that could impact our business and financial results. The REIT rules are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department, which may result in revisions to regulations and interpretations in addition to statutory changes. If enacted, certain of such changes could have an adverse impact on our business and financial results.

We cannot predict whether, when or to what extent any new U.S. federal tax laws, regulations, interpretations or rulings will impact the real estate investment industry or REITs. Prospective investors are urged to consult their tax advisors regarding the effect of potential future changes to the federal tax laws on an investment in our shares.

INVESTMENT COMPANY RISKS

We are not registered as an investment company under the Investment Company Act, and therefore we will not be subject to the requirements imposed on an investment company by the Investment Company Act which may limit or otherwise affect our investment choices.

The Company, the Operating Partnership, and our subsidiaries intend to conduct our businesses so that we are not required to register as "investment companies" under the Investment Company Act. The operation of a business in a manner so as not to be subject to regulation as an investment company requires an analysis of and compliance with complex laws, regulations and SEC staff interpretations, not all of which are summarized herein. Although we could modify our business methods at any time, at the present time we focus our activities on investments in real estate, buildings, and other assets that can be referred to as "sticks and bricks" and therefore we will not be an investment

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company under Section 3(a)(1)(A) of the Investment Company Act. We also may invest in other real estate investments, such as real estate related securities, and will otherwise be considered to be in the real estate business.

Companies subject to the Investment Company Act are required to comply with a variety of substantive requirements such as requirements relating to:

Limitations on the capital structure of the entity; Restrictions on certain investments; Prohibitions on transactions with affiliated entities; and Public reporting disclosures, record keeping, voting procedures, proxy disclosure and similar corporate

governance rules and regulations.

These and other requirements are intended to provide benefits or protections to security holders of investment companies. Because we and our subsidiaries do not expect to be subject to these requirements, stockholders will not be entitled to these benefits or protections. It is our policy to operate in a manner that will not require us to register as an investment company, and we do not expect to register as an "investment company" under the Investment Company Act.

We do not expect that we, the Operating Partnership, or other subsidiaries will be an investment company because, if we have any securities that are considered to be investment securities held by an entity, then we will seek to ensure that holdings of investment securities in such entity will not exceed 40% of the total assets of that entity (on a consolidated basis) and that no such entity holds itself out as being engaged primarily in the business of investing in securities. If an entity were to hold investment securities having a value exceeding 40% of the value of the entity’s total assets (on a consolidated basis), and no other exclusion from registration was available, that entity might be required to register as an investment company. In order to avoid such a result, we, the Operating Partnership, or a subsidiary may be unable to sell assets we would otherwise want to sell or we may need to sell assets we would otherwise wish to retain. In addition, we may also have to forgo opportunities to acquire certain investments or interests in companies or entities that we would otherwise want to acquire, or acquire assets we might otherwise not select for purchase.

If the Company, the Operating Partnership or any subsidiary owns assets that qualify as "investment securities" and the value of such assets exceeds 40% of the value of its total assets (on a consolidated basis), the entity would be deemed to be an investment company absent another exclusion from the Investment Company Act. Certain of the subsidiaries that we may form in the future could seek to rely upon the exclusion provided by Section 3(c)(5)(C) of that Act, which is available for entities, among other things, "primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate." This exclusion, as interpreted by the staff of the SEC, generally requires that at least 55% of an entity’s portfolio be comprised of qualifying interests and an additional 25% of the entity’s portfolio be comprised of real estate-related interests although this percentage may be reduced to the extent that more than 55% of the entity’s assets are invested in qualifying interests, (as such terms have been interpreted by the staff of the SEC) and no more than 20% of such entity’s total assets are invested in miscellaneous investments. Qualifying interests for this purpose include actual interests in real estate, certain mortgage loans and other assets as interpreted in a manner consistent with SEC staff guidance. We intend to treat as real estate-related interests those assets that do not qualify for treatment as qualifying interests, including any securities of companies primarily engaged in real estate businesses that are not within the scope of SEC staff positions and/or interpretations regarding qualifying interests and securities issued by pass-through entities of which substantially all of the assets consist of qualifying interests and/or real estate-related interests. Due to the factual nature of this test, we, the Operating Partnership, or a subsidiary may be unable to sell assets we would otherwise want to sell or may need to sell assets we would otherwise wish to retain, if we deem it necessary to remain in compliance with the foregoing standards. In addition, we may have to forgo opportunities to acquire certain investments or interests in companies or entities that we would otherwise want to acquire, or acquire assets we might otherwise not select for purchase, if we deem it necessary to remain in compliance with the foregoing standards.

In addition, we, the Operating Partnership and/or our subsidiaries may rely upon other exclusions, including the exclusion provided by Section 3(c)(6) of the Investment Company Act (which excludes, among other things, parent entities whose primary business is conducted through majority-owned subsidiaries relying upon the exclusion provided by Section 3(c)(5)(C), discussed above), from the definition of an investment company and the registration requirements under the Investment Company Act. There can be no assurance that the laws and regulations governing the Investment

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Company Act status of REITs (and/or their subsidiaries), including actions by the SEC or its staff providing more specific or different guidance regarding these exclusions, will not change in a manner that adversely affects our operations. For example, on August 31, 2011, the SEC issued a concept release requesting comments regarding a number of matters relating to the exclusion provided by Section 3(c)(5)(C) of the Investment Company Act, including the nature of assets that qualify for purposes of the exclusion and whether mortgage REITs should be regulated in a manner similar to investment companies. To the extent that the SEC or the SEC staff provides more specific guidance regarding any of the matters bearing upon the exclusions discussed above or other exclusions from the definition of an investment company under the Investment Company Act upon which we may rely, we may be required to change the way we conduct our business or adjust our strategy accordingly. Any additional guidance from the SEC staff could provide additional flexibility to us, or it could further inhibit our ability to pursue the strategies we have chosen. If we meet the definition of an investment company under the Investment Company Act and we fail to qualify for an exclusion therefrom, our ability to use leverage and other business strategies would be substantially reduced. Our business will be materially and adversely affected if we fail to qualify for an exemption or exclusion from regulation under the Investment Company Act.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Share Redemption Program

Subject to certain restrictions and limitations, our share redemption program may provide a limited opportunity for stockholders to have shares of our common stock redeemed for cash. To the extent our board of directors determines that we have sufficient available cash for redemptions, we initially intend to redeem shares under our share redemption program on a monthly basis; however, our board of directors may determine from time to time to adjust the timing of redemptions or suspend, terminate or otherwise modify our share redemption program.

While stockholders may request on a monthly basis that we redeem all or any portion of their shares pursuant to our share redemption program, we are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to be redeemed in any particular month, in our discretion. In addition, our ability to fulfill redemption requests is subject to a number of limitations. As a result, share redemptions may not be available each month. Under our share redemption program, to the extent we determine to redeem shares in any particular month, we will only redeem shares as of the last calendar day of that month (each such date, a “Redemption Date”). Redemptions will be made at the transaction price in effect on the Redemption Date, except that all shares of our common stock that have not been outstanding for at least one year will be redeemed at 95.0% of the transaction price and Class T shares that have been outstanding for at least one year but less than two years will be redeemed at 97.5% of the transaction price. Each of these deductions is referred to as an “Early Redemption Deduction.” An Early Redemption Deduction will not be applied with respect to: (i) Class W shares and Class I shares that have been outstanding for at least one year; and (ii) Class T shares that have been outstanding for at least two years. The “transaction price” generally will be equal to the NAV per share of our common stock most recently disclosed by us. We will redeem shares at a price that we believe reflects the NAV per share of such stock more appropriately than the most recently disclosed monthly NAV per share, including by updating a previously disclosed transaction price, in cases where we believe there has been a material change (positive or negative) to the NAV per share relative to the most recently disclosed monthly NAV per share. An Early Redemption Deduction may be waived in certain circumstances including: (i) in the case of redemption requests arising from the death or qualified disability of the holder; (ii) in the event that a stockholder’s shares are redeemed because the stockholder has failed to maintain the $2,000 minimum account balance; or (iii) with respect to shares purchased through our distribution reinvestment plan or received from us as a stock dividend. To have shares redeemed, a stockholder’s redemption request and required documentation must be received in good order by 4:00 p.m. (Eastern time) on the second to last business day of the applicable month. Settlements of share redemptions will be made within three business days of the Redemption Date. An investor may withdraw its redemption request by notifying the transfer agent before 4:00 p.m. (Eastern time) on the last business day of the applicable month.

Under our share redemption program, we may redeem during any calendar month shares whose aggregate value (based on the price at which the shares are redeemed) is 2.0% of our aggregate NAV as of the last calendar day of the previous quarter and during any calendar quarter whose aggregate value (based on the price at which the shares are redeemed) is up to 5.0% of our aggregate NAV as of the last calendar day of the prior calendar quarter. During a given quarter, if in each of the first two months of such quarter the 2.0% redemption limit is reached and stockholders’ redemptions are

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reduced pro rata for such months, then in the third and final month of that quarter, the applicable limit for such month will likely be less than 2.0% of our aggregate NAV as of the last calendar day of the previous month because the redemptions for that month, combined with the redemptions in the previous two months, cannot exceed 5.0% of our aggregate NAV as of the last calendar day of the prior calendar quarter.

Although the vast majority of our assets consist of properties that cannot generally be readily liquidated on short notice without impacting our ability to realize full value upon their disposition, we intend to maintain a number of sources of liquidity including: (i) cash equivalents (e.g. money market funds), other short-term investments, U.S. government securities, agency securities and liquid real estate-related securities; and (ii) one or more borrowing facilities. We may fund redemptions from any available source of funds, including operating cash flows, borrowings, proceeds from our public offering and/or sales of our assets.

Should redemption requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us as a whole, or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than redeeming our shares is in the best interests of the company as a whole, then we may choose to redeem fewer shares than have been requested to be redeemed, or none at all. In the event that we determine to redeem some but not all of the shares submitted for redemption during any month for any of the foregoing reasons, shares submitted for redemption during such month will be redeemed on a pro rata basis. All unsatisfied redemption requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share redemption program, as applicable. If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no redemption requests will be accepted for such month and stockholders who wish to have their shares redeemed the following month must resubmit their redemption requests.

The preceding summary does not purport to be a complete summary of our share redemption program and is qualified in its entirety by reference to the share redemption program, which is incorporated by reference as Exhibit 4.1 to this Quarterly Report on Form 10-Q.

Refer to Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional details regarding our redemption history.

The table below summarizes the redemption activity for the three months ended March 31, 2020:

For the Month Ended Total Number of Shares Redeemed

Average Price Paid per Share

Total Number of Shares Redeemed as Part of

Publicly Announced Plans or Programs

Maximum Number of Shares That May Yet Be

Redeemed Under the Plans or Programs (1)

January 31, 2020 44,747 $ 9.80 44,747 — February 29, 2020 17,604 9.91 17,604 — March 31, 2020 4,787 9.76 4,787 — Total 67,138 $ 9.83 67,138 —

(1) We limit the number of shares that may be redeemed per calendar quarter under the program as described above.

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ITEM 6. EXHIBITS

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

EXHIBIT INDEX

Exhibit Number Description

3.1

Third Articles of Amendment and Restatement. Incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 (File No. 333-200594) filed with the SEC on June 30, 2017 (“Pre-Effective Amendment”).

3.2

Third Amended and Restated Bylaws of Black Creek Industrial REIT IV Inc. (formerly known as Industrial Logistics Realty Trust Inc.). Incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017.

4.1

Share Redemption Program, effective as of November 1, 2017. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 2, 2017.

4.2

Fourth Amended and Restated Distribution Reinvestment Plan. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on August 29, 2019.

4.3

Form of Subscription Agreement. Incorporated by reference to Appendix A to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-11/A (File No. 333-229136) on August 30, 2019.

10.1

Sixth Amended and Restated Limited Partnership Agreement of BCI IV Operating Partnership LP, dated as of November 15, 2019. Incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed with the SEC on March 5, 2020.

10.2

Incremental Revolving Commitment Assumption Agreement, dated as of September 20, 2019, among BCI IV Operating Partnership LP, Black Creek Industrial REIT IV Inc. and its subsidiaries, Wells Fargo Bank, National Association and Bank of America, N.A. Incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K filed with the SEC on March 5, 2020.

10.3

Incremental Term Loan and Revolving Commitment Assumption Agreement, dated as of December 20, 2019, among BCI IV Operating Partnership LP, Black Creek Industrial REIT IV Inc. and its subsidiaries, Wells Fargo Bank, National Association and Zions Bancorporation, N.A. Incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed with the SEC on March 5, 2020.

31.1*

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1* Consent of Altus Group U.S., Inc. 99.2

Net Asset Value Calculation and Valuation Procedures. Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the SEC on March 13, 2020.

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Exhibit Number Description

101

The following materials from Black Creek Industrial REIT IV Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 12, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BLACK CREEK INDUSTRIAL REIT IV INC.

May 12, 2020 By: /s/ JEFFREY W. TAYLOR

Jeffrey W. Taylor Managing Director, Co-President

(Principal Executive Officer)

May 12, 2020 By: /s/ THOMAS G. MCGONAGLE

Thomas G. McGonagle Managing Director, Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

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30JUN201703042287Black Creek Industrial REIT IV

$2,000,000,000 Maximum OfferingBlack Creek Industrial REIT IV Inc. was formed to make investments in income producing real estate assets consisting primarily of high-quality distribution warehouses and

other industrial properties that are leased to creditworthy corporate customers. We are externally managed by BCI IV Advisors LLC, or the ‘‘Advisor.’’ We have elected to be taxedas a real estate investment trust, or ‘‘REIT,’’ for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2017 and we intend to continue to operatein accordance with the requirements for qualification as a REIT. We are offering up to $1,500,000,000 in shares of our common stock in our primary offering and up to $500,000,000in shares of our common stock to be issued pursuant to our distribution reinvestment plan, in any combination of Class T shares, Class W shares and Class I shares. The shareclasses have different upfront selling commissions, dealer manager fees and distribution fees.

Each class of shares of our common stock will be sold at the ‘‘transaction price,’’ plus applicable upfront selling commissions and dealer manager fees. The ‘‘transactionprice’’ generally will be equal to the net asset value (‘‘NAV’’) per share of our common stock most recently disclosed by us, however, we may offer shares at a price that we believereflects the NAV per share of such stock more appropriately than the most recently disclosed NAV per share, including by updating a previously disclosed transaction price, in caseswhere we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed NAV per share. Accordingly, the offering priceper share for each class of our common stock will vary. Subject to certain exceptions, you must initially invest at least $2,000 in Class T shares and Class W shares of our commonstock and $1,000,000 in Class I shares of our common stock. This is a best efforts offering, which means that Black Creek Capital Markets, LLC, or the ‘‘Dealer Manager,’’ theunderwriter of this offering and an entity related to the Advisor, will use its best efforts but is not required to sell any specific amount of shares. We reserve the right to reallocatethe shares of our common stock in accordance with federal securities laws between the primary offering and the distribution reinvestment plan. This is a continuous offering that willend no later than September 5, 2021, unless extended in accordance with federal securities laws.

Although we do not intend to list our shares of common stock for trading on an exchange or other trading market, in an effort to provide our stockholders with liquidity inrespect of their investment in our shares, we have adopted a share redemption program whereby, subject to certain limitations, stockholders may request on a monthly basis that weredeem all or any portion of their shares. We may choose to redeem all, some or none of the shares that have been requested to be redeemed at the end of any particular month, inour discretion, not to exceed any limitations in the share redemption program. The redemption price per share for each class of common stock will equal the transaction price,subject to applicable reduction for early redemption.

We are an ‘‘emerging growth company’’ under the federal securities laws and will be subject to reduced public company reportingrequirements. Investing in shares of our common stock involves a high degree of risk. You should purchase shares only if you canafford a complete loss of your investment. See ‘‘Risk Factors’’ beginning on page 52. These risks include, among others:

• We have a limited prior operating history and there is no assurance that we will be able to achieve our investment objectives. We have experienced net loss, as defined bygenerally accepted accounting principles, or ‘‘GAAP.’’

• There is no public trading market for shares of our common stock, and we do not anticipate that there will be a public trading market for our shares, so redemption ofshares by us will likely be the only way to dispose of your shares. Our share redemption program will provide you with the opportunity to request that we redeem yourshares on a monthly basis, but we are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested tobe redeemed in any particular month, in our discretion. In addition, redemptions will be subject to available liquidity and other significant restrictions. Further, our boardof directors may modify, suspend or terminate our share redemption program if it deems such action to be in our best interest and the best interest of our stockholders.As a result, our shares should be considered as having only limited liquidity and at times may be illiquid.

• A portion of the proceeds received in this offering is expected to be used to satisfy redemption requests. Using the proceeds from this offering for redemptions willreduce the net proceeds available to retire debt or acquire properties, which may result in reduced liquidity and profitability or restrict our ability to grow our NAV.

• The transaction price may not accurately represent the value of our assets at any given time and the actual value of your investment may be substantially less. Thetransaction price generally will be based on our most recently disclosed monthly NAV of each class of common stock (subject to material changes as described above) andwill not be based on any public trading market. In addition, the transaction price will not represent our enterprise value and may not accurately reflect the actual prices atwhich our assets could be liquidated on any given day, the value a third party would pay for all or substantially all of our shares, or the price at which our shares wouldtrade on a national stock exchange. Further, our board of directors may amend our NAV procedures from time to time.

• This is a ‘‘blind pool’’ offering; you will not have the opportunity to evaluate all of the investments we will make before we make them.

• This is a ‘‘best efforts’’ offering and if we are unable to raise substantial funds, then we will be more limited in our investments.

• We may change our investment policies without stockholder notice or consent, which could result in investments that are different from those described in this prospectus.

• Some of our executive officers, directors and other key personnel are also officers, directors, managers, key personnel and/or holders of an ownership interest in theAdvisor, the Dealer Manager, and/or other entities related to BCI IV Advisors Group LLC, the parent of the Advisor and the sponsor of this offering, or the ‘‘Sponsor.’’As a result, they face conflicts of interest, including but not limited to conflicts arising from time constraints, allocation of investment and leasing opportunities, and thefact that certain of the compensation the Advisor will receive for services rendered to us is based on our NAV, the procedures for which the Advisor assists our board ofdirectors in developing, overseeing, implementing and coordinating. We expect to compete with certain vehicles sponsored or advised by affiliates of direct and indirectowners of the Sponsor for investments and certain of those entities may be given priority with respect to certain investment opportunities.

• The amount of distributions we may make is uncertain. Distributions have been and may continue to be paid from sources other than cash flow from operations,including, without limitation, from borrowings, the sale of assets, or offering proceeds. The use of these sources for distributions may decrease the amount of cash wehave available for new investments, share redemptions and other corporate purposes, and could reduce your overall return.

• If we fail to qualify as a REIT, it would adversely affect our operations and our ability to make distributions to our stockholders.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus istruthful or complete. In addition, the Attorney General of the State of New York has not passed on or endorsed the merits of this offering. Any representation to the contrary isunlawful. The use of forecasts in this offering is prohibited. Any representation to the contrary and any predictions, written or oral, as to the amount or certainty of any present orfuture cash benefit or tax consequence which may flow from an investment in our common stock is not permitted.

UPFRONT SELLINGCOMMISSIONS AND PROCEEDS TO

PRICE TO DEALER MANAGER COMPANY, BEFOREPUBLIC(1)(3) FEES(2)(3) EXPENSES(4)

Primary Offering

Per Class T Share of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . $10.5387 $0.4742 $10.0645

Per Class W Share of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . $10.0645 $— $10.0645

Per Class I Share of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . $10.0645 $— $10.0645

Total Maximum(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,500,000,000 $50,625,000 $1,449,375,000

Distribution Reinvestment Plan Offering

Per Class T, W or I Share of Common Stock . . . . . . . . . . . . . . . . . . . . . $10.0645 $— $10.0645

Total Maximum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $500,000,000 $— $500,000,000

Total Maximum Offering(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,000,000,000 $50,625,000 $1,949,375,000

(1) Assumes we sell $1.5 billion in the primary offering and $500.0 million pursuant to our distribution reinvestment plan.

(2) The table assumes that with respect to gross proceeds of the primary offering, 75% is from the sale of Class T shares, 15% is from the sale of Class W shares and 10% isfrom the sale of Class I shares. The number of shares sold and relative proportions in which the classes of shares are sold are uncertain and may differ significantly from thisassumption. For Class T shares sold in the primary offering, investors will pay upfront selling commissions of up to 2.0%, and upfront dealer manager fees of up to 2.5%, ofthe offering price, however, such amounts may vary at certain participating broker dealers, provided that the sum does not exceed 4.5% of the offering price. In addition toupfront selling commissions and dealer manager fees presented in this table, subject to Financial Industry Regulatory Authority, Inc., or ‘‘FINRA,’’ limitations on underwritingcompensation, we will pay our Dealer Manager certain ongoing distribution fees. See ‘‘Plan of Distribution.’’

(3) The price per share shown is the transaction price, which is equal to each class’s NAV per share as of March 31, 2020, plus applicable upfront selling commissions and dealermanager fees. As disclosed in this prospectus, we expect to determine the NAV per share on a monthly basis.

(4) Proceeds are calculated before deducting organization and offering expenses payable by us, which are paid over time.

(5) We reserve the right to reallocate the shares of common stock between the primary offering and our distribution reinvestment plan.

The date of this prospectus is April 28, 2020. BCIIV_PRO

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HOW TO SUBSCRIBE

Investors who meet the suitability standards described herein may purchase shares of our commonstock. See ‘‘Suitability Standards’’ and ‘‘Plan of Distribution’’ below for the suitability standards.Investors seeking to purchase shares of our common stock should proceed as follows:

• Read this entire prospectus and any appendices and supplements accompanying this prospectus.

• Complete the execution copy of the subscription agreement. A specimen copy of the subscriptionagreement, including instructions for completing it, is included in this prospectus as Appendix A.The subscription agreement includes representations covering, among other things, suitability.

• Deliver a check or submit a wire transfer for the full purchase price of the shares of ourcommon stock being subscribed for along with the completed subscription agreement to thesoliciting broker dealer. Your check should be made payable, or wire transfer directed, to ‘‘BlackCreek Industrial REIT IV Inc.,’’ and the completed subscription agreement, along with thecheck or wire transfer, should be delivered to Black Creek Group, PO Box 219079, Kansas City,Missouri 64121-9079 or sent overnight to Black Creek Group, c/o DST Systems, Inc.,430 W. 7th Street, Suite 219079, Kansas City, Missouri, 64105. After you have satisfied theapplicable minimum purchase requirement of $2,000 for Class T shares and Class W shares or$1,000,000 for Class I shares (unless waived by the Company), additional purchases must be inincrements of $500, except for purchases made pursuant to our distribution reinvestment plan.By executing the subscription agreement and paying the total purchase price for the shares ofour common stock subscribed for, each investor attests that he meets the suitability standards asstated in the subscription agreement and agrees to be bound by all of its terms.

Certain participating broker dealers may require supplementary disclosure materials or additionalforms or documentation. You should consult with your financial professional when purchasing shares.Subscriptions will be effective only upon our acceptance, and we reserve the right to reject anysubscription in whole or in part. We are not permitted to accept a subscription for shares of ourcommon stock until at least five business days after the date you receive a final prospectus. See ‘‘Planof Distribution’’ for additional information regarding subscriptions for shares of our common stock inthis offering.

A sale of the shares to a subscriber may not be completed until at least five business days after thesubscriber receives our final prospectus. Subscriptions to purchase our common stock may be made onan ongoing basis, but investors may only purchase our common stock pursuant to accepted subscriptionorders as of the first calendar day of each month (based on the most recently disclosed transactionprice), and to be accepted, a subscription request must be made with a completed and executedsubscription agreement in good order and payment of the full purchase price of our common stockbeing subscribed at least five business days prior to the first calendar day of the month (unless waivedby the Dealer Manager or otherwise agreed to between the Dealer Manager and the applicableparticipating broker dealer).

For example, if you wish to subscribe for shares of our common stock in October, yoursubscription request must be received in good order at least five business days before November 1.Generally, the offering price per share will equal the transaction price of the applicable class as of thelast calendar day of September, plus applicable upfront selling commissions and dealer manager fees. Ifaccepted, your subscription will be effective on the first calendar day of November.

Completed subscription requests will not be accepted by us before the later of (i) two businessdays before the first calendar day of each month and (ii) three business days after we make thetransaction price (including any subsequent revised transaction price in the circumstances describedbelow) publicly available by posting it on our website at www.bcindustrialiv.com and filing a prospectussupplement with the Securities and Exchange Commission, or the ‘‘SEC,’’ (or in certain cases after we

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have delivered notice of such price directly to subscribers as discussed below). Subscribers are notcommitted to purchase shares at the time their subscription orders are submitted and any subscriptionmay be canceled at any time before the time it has been accepted as described in the previoussentence. As a result, you will have a minimum of three business days after the transaction price forthat month has been disclosed to withdraw your request before you are committed to purchase theshares. Generally, you will not be provided with direct notice of the transaction price when it becomesavailable. Therefore, if you wish to know the transaction price prior to your subscription being acceptedyou must check our website or our filings with the SEC prior to the time your subscription is accepted.

However, if the transaction price is not made available on or before the eighth business day beforethe first calendar day of the month (which is six business days before the earliest date we may acceptsubscriptions), or a previously disclosed transaction price for that month is changed, then we willprovide notice of such transaction price (and the first day on which we may accept subscriptions)directly to subscribing investors when such transaction price is made available. In such cases, you willhave at least three business days from delivery of such notice before your subscription is accepted.

If for any reason we reject the subscription, or if the subscription request is canceled before it isaccepted or withdrawn as described below, we will return the subscription funds, without interest(unless we reject your subscription because we fail to achieve the higher minimum offering applicablefor residents of your state, if any, prior to the termination of this offering) or deduction, within tenbusiness days after such rejection, cancellation or withdrawal.

An approved trustee must process and forward to us subscriptions made through individualretirement accounts, or ‘‘IRAs,’’ Keogh plans and 401(k) plans. In the case of investments throughIRAs, Keogh plans and 401(k) plans, we will send the confirmation and notice of our acceptance to thetrustee. Shares of our common stock purchased by a fiduciary or custodial account will be registered inthe name of the fiduciary account and not in the name of the beneficiary. If you place an order to buyshares and your payment is not received and collected, your purchase may be canceled and you couldbe liable for any losses or fees we have incurred.

You have the option of placing a transfer on death, or ‘‘TOD,’’ designation on your sharespurchased in this offering. A TOD designation transfers the ownership of the shares to your designatedbeneficiary upon your death. This designation may only be made by individuals, not entities, who arethe sole or joint owners with right to survivorship of the shares. If you would like to place a TODdesignation on your shares, you must check the TOD box on the subscription agreement and you mustcomplete and return our TOD form, which you may obtain from your financial professional, in order toeffect the designation.

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SUITABILITY STANDARDS

The shares of common stock we are offering are suitable only for a person of adequate financialmeans, who desires a long-term investment and who will not need immediate liquidity from theirinvestment. We do not expect to have a public market for shares of our common stock, which meansthat it may be difficult for you to sell your shares. On a limited basis, you may be able to have yourshares redeemed through our share redemption program, and in the future we may also considervarious forms of additional liquidity. You should not buy shares of our common stock if you need tosell them immediately or if you will need to sell them quickly in the future.

The Sponsor and each participating broker dealer and each other person selling shares in thisoffering shall make every reasonable effort to determine that the purchase of shares of our commonstock is a suitable and appropriate investment for each investor based on information provided by theinvestor concerning the investor’s financial situation and investment objectives. In consideration ofthese factors, we have established suitability standards for initial stockholders and subsequenttransferees. These suitability standards require that a purchaser of shares of our common stock haveeither:

• A net worth (excluding the value of an investor’s home, furnishings and automobiles) of at least$250,000; or

• A gross annual income of at least $70,000 and a net worth (excluding the value of an investor’shome, furnishings and automobiles) of at least $70,000.

The minimum purchase amount that we will accept for shares of our Class T shares and Class Wshares is $2,000, except in certain states as described below. The minimum initial investment that wewill accept for our Class I shares is $1,000,000 unless waived by the Company. In order to satisfy theminimum purchase requirements for retirement plans, unless otherwise prohibited by state law, ahusband and wife may jointly contribute funds from their separate IRAs, provided that each suchcontribution is made in increments of $500. You should note that an investment in shares of ourcommon stock will not, in itself, create a retirement plan and that, in order to create a retirement plan,you must comply with all applicable provisions of the Internal Revenue Code of 1986, as amended, orthe ‘‘Code.’’

The minimum initial purchase amount that we will accept for shares of our Class T shares andClass W shares from New York residents is $2,500, except for IRAs, which must purchase a minimumof $2,000.

Purchases of shares of our common stock pursuant to our distribution reinvestment plan may be inamounts less than set forth above and are not required to be made in increments of $500.

Unless you are transferring all of your shares of our common stock, you may not transfer yourshares in a manner that causes you or your transferee to own fewer than the number of shares requiredto meet the minimum purchase requirements described above, except for the following transferswithout consideration: transfers by gift, transfers by inheritance, intrafamily transfers, familydissolutions, transfers to affiliates and transfers by operation of law. These minimum purchaserequirements are applicable until shares of our common stock are listed on a national securitiesexchange, and these requirements may make it more difficult for you to sell your shares.

Several states have established suitability standards different from those we have outlined above.Shares of our common stock will be sold only to investors in these states who meet the specialsuitability standards set forth below.

Alabama—In addition to the suitability requirements noted above, this investment will only be soldto Alabama residents that have a liquid net worth of at least 10 times their investment in this programand its affiliates.

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Idaho—A resident of Idaho must have either (i) a liquid net worth of $85,000 and annual grossincome of $85,000 or (ii) a liquid net worth of $300,000. Additionally, an Idaho investor’s totalinvestment in us shall not exceed 10% of his or her liquid net worth. Liquid net worth is defined asthat portion of net worth consisting of cash, cash equivalents and readily marketable securities.

Iowa—An Iowa investor must have either: (i) a minimum net worth of $300,000 (exclusive ofhome, auto and furnishings); or (ii) a minimum annual gross income of $70,000 and a net worth of$100,000 (exclusive of home, auto and furnishings). In addition, an investor’s total investment in ourshares or any of our affiliates, and the shares of any other non-exchange traded REIT, cannot exceed10% of the Iowa resident’s liquid net worth. ‘‘Liquid net worth’’ for purposes of this investment shallconsist of cash, cash-equivalents and readily marketable securities.

Kansas—In addition to the suitability standards noted above, it is recommended by the Office ofthe Kansas Securities Commissioner that Kansas investors limit their aggregate investment in thesecurities of us and other similar programs to not more than 10% of their liquid net worth. For thesepurposes, liquid net worth shall be defined as that portion of total net worth (total assets minusliabilities) that is comprised of cash, cash equivalents and readily marketable securities, as determinedin conformity with U.S. generally accepted accounting principles.

Kentucky—In addition to our suitability requirements, no Kentucky resident shall invest more than10% of his or her liquid net worth (cash, cash equivalents and readily marketable securities) in ourshares or the shares of our affiliates’ non-publicly traded real estate investment trusts.

Maine—In addition to our suitability requirements, the Maine Office of Securities recommendsthat an investor’s aggregate investment in this offering and similar direct participation investments maynot exceed 10% of the investor’s liquid net worth. For this purpose, ‘‘liquid net worth’’ is that portionof net worth (total assets minus total liabilities) which consists of cash, cash equivalents and readilymarketable securities.

Massachusetts—In addition to our suitability requirements, Massachusetts investors may not investmore than 10% of their liquid net worth in us and other similar illiquid direct participation programs.For this purpose, ‘‘liquid net worth’’ is that portion of an investor’s net worth (total assets minus totalliabilities) which consists of cash, cash equivalents and readily marketable securities.

Missouri—In addition to our suitability requirements, an investor’s investment in us may notexceed 10% of the investor’s liquid net worth.

Nebraska—In addition to our suitability requirements, Nebraska investors must limit theiraggregate investment in this offering and in the securities of other non-publicly traded real estateinvestment trusts (REITs) to 10% of such investor’s net worth (exclusive of home, home furnishings,and automobiles.) Investors who are accredited investors as defined in Regulation D under theSecurities Act of 1933, as amended, are not subject to the foregoing investment concentration limit.

New Jersey—New Jersey investors must have either, (a) a minimum liquid net worth of at least$100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid networth of at least $350,000. For these purposes, ‘‘liquid net worth’’ is defined as that portion of networth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) thatconsists of cash, cash equivalents and readily marketable securities. In addition, a New Jersey investor’sinvestment in us, our affiliates, and other non-publicly traded direct investment programs (includingreal estate investment trusts, business development companies, oil and gas programs, equipment leasingprograms and commodity pools, but excluding unregistered, federally and state exempt privateofferings) may not exceed ten percent (10%) of his or her liquid net worth.

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New Mexico—In addition to our suitability requirements, an investor’s investment in us, ouraffiliates and other public, non-traded real estate programs may not exceed 10% of such investor’sliquid net worth. For this purpose, ‘‘liquid net worth’’ is that portion of net worth (total assets minustotal liabilities) which consists of cash, cash equivalents and readily marketable securities.

North Dakota—In addition to our suitability requirements, North Dakota investors must representthat, in addition to the suitability standards stated above, they have a net worth of at least ten timestheir investment in this offering.

Ohio—In addition to our suitability requirements, an Ohio investor’s investment in us, ouraffiliates and other non-traded real estate investment programs may not exceed 10% of such investor’sliquid net worth. For these purposes, ‘‘liquid net worth’’ is defined as that portion of net worth (totalassets exclusive of home, home furnishings, and automobiles minus total liabilities) that is comprised ofcash, cash equivalents, and readily marketable securities.

Oregon—In addition to our suitability requirements, an Oregon investor must have a net worth ofat least ten times such investor’s investment in our shares and those of our affiliates.

Pennsylvania—In addition to our suitability requirements, an investor’s investment in us may notexceed 10% of the investor’s net worth (exclusive of home, furnishings and automobiles).

Puerto Rico—In addition to our suitability requirements, Puerto Rico investors may not investmore than 10% of their liquid net worth in us, our affiliates, and in other non-traded REITs. For thesepurposes, ‘‘liquid net worth’’ is defined as that portion of net worth (total assets exclusive of primaryresidence, home furnishings, and automobiles minus total liabilities) consisting of cash, cash equivalents,and readily marketable securities.

Tennessee—In addition to our suitability requirements, Tennessee residents’ investment must notexceed ten percent (10%) of their liquid net worth (excluding the value of an investor’s home,furnishings and automobiles).

Vermont—Accredited investors (within the meaning of Federal securities laws) who are residents ofVermont may invest freely in this offering. In addition to the suitability standards described above,non-accredited Vermont investors may not purchase an amount in this offering that exceeds 10% of theinvestor’s liquid net worth. For these purposes, ‘‘liquid net worth’’ is defined as an investor’s total assets(not including home, home furnishings, or automobiles) minus total liabilities.

In the case of sales to fiduciary accounts, these suitability standards must be met by the fiduciaryaccount, by the person who directly or indirectly supplied the funds for the purchase of the shares ofour common stock or by the beneficiary of the account. These suitability standards are intended to helpensure that, given the long-term nature of an investment in shares of our common stock, ourinvestment objectives and the relative illiquidity of shares of our common stock, shares of our commonstock are an appropriate investment for those of you who become stockholders. Each participatingbroker dealer must make every reasonable effort to determine that the purchase of shares of ourcommon stock is a suitable and appropriate investment for each stockholder based on informationprovided by the stockholder. Each participating broker dealer is required to maintain for six yearsrecords of the information used to determine that an investment in shares of our common stock issuitable and appropriate for a stockholder.

Determination of Suitability

In determining suitability, participating broker dealers who sell shares on our behalf may rely on,among other things, relevant information provided by the prospective investors. Each prospectiveinvestor should be aware that participating broker dealers are responsible for determining suitability

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and will be relying on the information provided by prospective investors in making this determination.In making this determination, participating broker dealers have a responsibility to ascertain that eachprospective investor:

• meets the minimum income and net worth standards set forth under the ‘‘Suitability Standards’’section of this prospectus;

• can reasonably benefit from an investment in our shares based on the prospective investor’sinvestment objectives and overall portfolio structure;

• is able to bear the economic risk of the investment based on the prospective investor’s net worthand overall financial situation; and

• has apparent understanding of:

• the fundamental risks of an investment in the shares;

• the risk that the prospective investor may lose his or her entire investment;

• the lack of liquidity of the shares;

• the restrictions on transferability of the shares; and

• the tax consequences of an investment in the shares.

Participating broker dealers are responsible for making the determinations set forth above basedupon information relating to each prospective investor concerning his age, investment objectives,investment experience, income, net worth, financial situation and other investments of the prospectiveinvestor, as well as other pertinent factors. Each participating broker dealer is required to maintainrecords of the information used to determine that an investment in shares is suitable and appropriatefor an investor. These records are required to be maintained for a period of at least six years.

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IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

Please carefully read the information in this prospectus and any accompanying prospectussupplements, which we refer to collectively as the prospectus. You should rely only on the informationcontained in this prospectus and incorporated herein by reference. We have not authorized anyone toprovide you with different information. This prospectus may only be used where it is legal to sell thesesecurities. You should not assume that the information contained in this prospectus is accurate as ofany date later than the date hereof or such other dates as are stated herein or as of the respectivedates of any documents or other information incorporated herein by reference.

In addition to this prospectus, we may utilize certain sales material in connection with the offeringof shares of our common stock, although only when accompanied by or preceded by the delivery of thisprospectus. In certain jurisdictions, some or all of such sales material may not be available. Thismaterial may include information relating to this offering, the past performance of the Advisor and itsaffiliates, property brochures and articles and publications concerning real estate. In addition, the salesmaterial may contain certain quotes from various publications without obtaining the consent of theauthor or the publication for use of the quoted material in the sales material.

The offering of shares of our common stock is made only by means of this prospectus. Althoughthe information contained in such sales material will not conflict with any of the information containedin this prospectus, such material does not purport to be complete, and should not be considered a partof this prospectus or the registration statement of which this prospectus is a part, or as incorporated byreference in this prospectus or said registration statement or as forming the basis of the offering of theshares of our common stock.

This prospectus is part of a registration statement that we filed with the SEC using a continuousoffering process. Periodically, as we make material investments or have other material developments,we will provide a prospectus supplement that may add, update or change information contained in thisprospectus, including the information incorporated by reference. Any statement that we make in thisprospectus, including statements made in the information incorporated by reference, will be modifiedor superseded by any inconsistent statement made by us in a subsequent prospectus supplement. Theregistration statement we filed with the SEC includes exhibits that provide more detailed descriptionsof the matters discussed in this prospectus. You should read this prospectus, including the informationincorporated by reference, and the related exhibits filed with the SEC and any prospectus supplement,together with additional information described below under ‘‘Additional Information.’’ In thisprospectus, we use the term ‘‘day’’ to refer to a calendar day, and we use the term ‘‘business day’’ torefer to each day that the New York Stock Exchange is open for trading.

We will endeavor to take all reasonable actions to avoid interruptions in the continuous offering ofour shares of common stock. There can be no assurance, for example, that we will not need to suspendour continuous offering while the SEC and, where required, state securities regulators, reviewamendments to our registration statement until such filings are declared effective, if at all.

Pursuant to this prospectus, we will offer to the public all of the shares that we have registered.We intend to conduct a continuous offering that is expected to terminate on or before September 5,2021, unless extended by our board of directors in accordance with the rules and regulations of theSEC and applicable state laws. In certain states, the registration of this offering may continue for onlyone year following the most recent clearance by applicable state authorities, after which we intend torenew the offering period through the expected termination date of the offering. We reserve the rightto terminate this offering at any time and to extend our offering term to the extent permissible underapplicable law.

We conduct monthly valuations of our common stock. We expect that we will update our NAV pershare as of the last calendar day of each month. Our updated NAV per share will be (1) posted on ourwebsite, www.bcindustrialiv.com, and (2) made available on our toll-free, automated telephone line,(888) 310-9352. In addition, on a monthly basis, we will disclose in a prospectus or prospectussupplement the principal valuation components of our NAV.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements included or incorporated by reference in this prospectus that are not historical facts(including any statements concerning investment objectives, other plans and objectives of managementfor future operations or economic performance or assumptions or forecasts related thereto) are forwardlooking statements. These statements are only predictions. We caution that forward looking statementsare not guarantees. Actual events or our investments and results of operations could differ materiallyfrom those expressed or implied in the forward-looking statements. Forward looking statements aretypically identified using terms such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘expect,’’ ‘‘could,’’ ‘‘intend,’’ ‘‘plan,’’‘‘anticipate,’’ ‘‘estimate,’’ ‘‘believe,’’ ‘‘continue,’’ ‘‘predict,’’ ‘‘potential’’ or the negative of such terms andother comparable terminology.

The forward-looking statements included or incorporated by reference herein are based upon ourcurrent expectations, plans, estimates, assumptions and beliefs that involve numerous risks anduncertainties. Assumptions relating to the foregoing involve judgments with respect to, among otherthings, future economic, competitive and market conditions and future business decisions, all of whichare difficult or impossible to predict accurately and many of which are beyond our control. Althoughwe believe that the expectations reflected in such forward-looking statements are based on reasonableassumptions, our actual results and performance could differ materially from those set forth in theforward-looking statements. Factors that could have a material adverse effect on our operations andfuture prospects include, but are not limited to:

• our ability to raise capital and effectively deploy the proceeds raised in this offering inaccordance with our investment strategy and objectives;

• the failure of properties to perform as we expect;

• risks associated with acquisitions, dispositions and development of properties;

• our failure to successfully integrate acquired properties and operations;

• unexpected delays or increased costs associated with any development projects;

• the availability of cash flows from operating activities for distributions and capital expenditures;

• defaults on or non-renewal of leases by customers, lease renewals at lower than expected rent,or failure to lease properties at all or on favorable rents and terms;

• difficulties in economic conditions generally and the real estate, debt, and securities marketsspecifically, including those related to the COVID-19 pandemic;

• legislative or regulatory changes, including changes to the laws governing the taxation of REITs;

• our failure to obtain, renew, or extend necessary financing or access the debt or equity markets;

• conflicts of interest arising out of our relationships with the Sponsor, the Advisor, and theiraffiliates;

• risks associated with using debt to fund our business activities, including re-financing and interestrate risks;

• increases in interest rates, operating costs, or greater than expected capital expenditures;

• changes to U.S. generally accepted accounting principles (‘‘GAAP’’); and

• our ability to continue to qualify as a REIT.

Any of the assumptions underlying forward looking statements could prove to be inaccurate. Youare cautioned not to place undue reliance on any forward-looking statements included or incorporatedby reference in this prospectus. All forward-looking statements are made as of the date of this

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prospectus and the risk that actual results will differ materially from the expectations expressed in thisprospectus will increase with the passage of time. Except as otherwise required by the federal securitieslaws, we undertake no obligation to publicly update or revise any forward-looking statements after thedate of this prospectus, whether as a result of new information, future events, changed circumstances orany other reason. In light of the significant uncertainties inherent in the forward-looking statementsincluded or incorporated by reference in this prospectus, including, without limitation, the risksdescribed under ‘‘Risk Factors,’’ the inclusion of such forward-looking statements should not beregarded as a representation by us or any other person that the objectives and plans set forth in thisprospectus will be achieved.

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TABLE OF CONTENTS

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1QUESTIONS AND ANSWERS ABOUT THIS OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . 37RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52ESTIMATED USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109INVESTMENT STRATEGY, OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . 112INVESTMENTS IN REAL PROPERTIES, REAL ESTATE SECURITIES AND DEBT

RELATED INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139THE ADVISOR AND THE ADVISORY AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156MANAGEMENT COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169THE OPERATING PARTNERSHIP AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK AND OP UNITS OF THE

OPERATING PARTNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195NET ASSET VALUE CALCULATION AND VALUATION PROCEDURES . . . . . . . . . . . . . . 197SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . 236ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 266PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270SUPPLEMENTAL SALES MATERIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 281ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1APPENDIX A: FORM OF SUBSCRIPTION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . A-1APPENDIX B: FOURTH AMENDED AND RESTATED DISTRIBUTION REINVESTMENT

PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

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PROSPECTUS SUMMARY

This prospectus summary summarizes information contained elsewhere in this prospectus. Because it isa summary, it may not contain all the information that is important to you. To fully understand thisoffering, you should carefully read this entire prospectus, including the ‘‘Risk Factors.’’ References in thisprospectus to ‘‘us,’’ ‘‘we,’’ ‘‘our,’’ ‘‘BCI IV’’ or ‘‘the Company’’ refer to Black Creek Industrial REIT IV Inc.and its consolidated subsidiaries.

Black Creek Industrial REIT IV Inc.

We were formed as a Maryland corporation to make investments in income-producing real estateassets consisting primarily of high-quality distribution warehouses and other industrial properties thatare leased to creditworthy corporate customers. Creditworthiness does not necessarily mean that ourcustomers will be investment grade, and, in fact, it is anticipated that much of our portfolio will becomprised of non-rated and non-investment grade customers. As of March 31, 2020, we owned andmanaged a real estate portfolio that included 46 industrial buildings totaling approximately 8.6 millionsquare feet located in 14 markets throughout the U.S., with 101 customers, and was 97.1% occupied(98.3% leased) with a weighted-average remaining lease term (based on square feet) of 4.4 years.

We commenced our initial public offering on February 18, 2016, broke escrow on November 30,2016 and commenced real estate operations on February 26, 2018. We terminated our initial publicoffering of primary shares and began our follow-on public offering on September 5, 2019. As ofApril 16, 2020, we had raised gross proceeds of $706.2 million from the sale of 67.4 million shares ofour common stock in our follow-on public offering, including $9.4 million from the sale of 0.9 millionshares of our common stock through our distribution reinvestment plan. As of April 16, 2020,approximately $1.29 billion in shares of our common stock remained available for sale pursuant to ourfollow-on public offering in any combination of Class T shares, Class W shares and Class I shares,including approximately $490.6 million in shares of common stock available for sale through ourdistribution reinvestment plan, which may be reallocated for sale in our primary offering. Prior to thecommencement of our initial public offering, the Advisor, BCI IV Advisors LLC, purchased 20,000shares of our Class A common stock in connection with our formation, which were re-designated asClass I shares in May 2017. The Advisor paid $200,000 for its purchase of 20,000 shares of Class Icommon stock. The Sponsor, BCI IV Advisors Group LLC, contributed $1,000 to BCI IV OperatingPartnership LP, or the ‘‘Operating Partnership,’’ in connection with our formation.

The Sponsor, which owns the Advisor, is presently directly or indirectly majority owned by theestate of John A. Blumberg, James R. Mulvihill and Evan H. Zucker and/or their affiliates, which werefer to as the ‘‘Principals,’’ and the Sponsor and the Advisor are jointly controlled by the Principals.The Principals have been involved in sponsoring and/or operating a large number of real estateplatform companies since 1993 and have engaged in these activities under the tradename of BlackCreek Group LLC, or ‘‘Black Creek Group’’ or ‘‘BCG,’’ since 2003. Black Creek Group is anexperienced real estate investment management firm that, through its affiliates and sponsored fundsand companies, has acquired and/or developed more than $21.1 billion of real estate assets throughDecember 31, 2019. Over its more than 25-year history, Black Creek Group has sponsored 24investment platforms, including 18 institutional and six retail funds, and managed a diverse spectrum ofcommercial real estate—including office, industrial retail and multifamily. Black Creek Groupsponsored companies offer a range of investment solutions for both institutional and wealthmanagement channels.

We have elected to be taxed as a REIT for U.S. federal income tax purposes, commencing withthe taxable year ended December 31, 2017 and we intend to continue to operate in accordance withthe requirements for qualification as a REIT. Our office is located at 518 Seventeenth Street,17th Floor, Denver, Colorado 80202, and our main telephone number is (303) 339-3650.

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Class T Shares, Class W Shares and Class I Shares of Common Stock

We are offering Class T shares, Class W shares and Class I shares in this offering. The differencesin our share classes relate to the offering price per share, upfront selling commissions, upfront dealermanager fees and ongoing distribution fees. Further, pursuant to our share redemption program,although all shares are subject to a 5.0% early redemption discount if they have been outstanding forless than one year, only Class T shares are subject to a 2.5% early redemption discount if such shareshave been outstanding for at least one but less than two years. See ‘‘Description of Capital Stock—Share Redemption Program.’’ Other than these differences, Class T shares, Class W shares and Class Ishares have identical rights and privileges, including identical voting rights. As described below, youshould consult with your financial professional regarding the classes of common stock you may beeligible to purchase before making your investment decision.

The table below summarizes the fees we generally expect to be payable to the Dealer Managerwith respect to the Class T shares, Class W shares and Class I shares in our offering and does notinclude the other fees and expenses payable to the Advisor and its affiliates. The upfront sellingcommission and dealer manager fee payable with respect to the Class T Shares sold in the primaryoffering are calculated as a percentage of the offering price at the time of purchase of such shares. Noupfront selling commissions, dealer manager fees or distribution fees are paid with respect to anyshares sold under our distribution reinvestment plan. Subject to the FINRA limitation on underwritingcompensation and certain other limitations, the ongoing distribution fees payable with respect toClass T shares and Class W shares sold in our primary offering is an annual amount equal to 1.0% ofthe NAV per Class T share and 0.5% per Class W share, respectively.

Class T Class W Class I

Upfront Selling Commission . . . . . . . . . . . . . . . . . . . . . . 2.0% None NoneUpfront Dealer Manager Fee . . . . . . . . . . . . . . . . . . . . . . 2.5% None NoneOngoing Distribution Fee . . . . . . . . . . . . . . . . . . . . . . . . 1.0% 0.5% None

The ongoing distribution fees listed above are allocated on a class-specific basis and borne by allholders of the applicable class. The allocation of ongoing distribution fees on a class-specific basisresults in different amounts of distributions being paid with respect to each class of shares. However, ifno distributions are authorized for a certain period, or if they are authorized in an amount less thanthe allocation of class-specific fees with respect to such period, then pursuant to our valuationprocedures, the class-specific fee allocations may lower the NAV of a share class. Therefore, as a resultof the different ongoing fees allocable to each share class, each share class could have a different NAVper share over time. If the NAV of each of our share classes is different, then changes to our assetsand liabilities that are allocable based on NAV may also be different for each class. See ‘‘Net AssetValue Calculation and Valuation Procedures’’ and ‘‘Description of Capital Stock—Distributions’’ formore information.

We will cease paying the distribution fees with respect to individual Class T and Class W shareswhen they are no longer outstanding, including as a result of conversion to Class I shares. Each Class Tor Class W share held within a stockholder’s account shall automatically and without any action on thepart of the holder thereof convert into a number of Class I shares at the Applicable Conversion Rate(as defined below) on the earliest of (i) a listing of any shares of our common stock on a nationalsecurities exchange, (ii) our merger or consolidation with or into another entity, or the sale or otherdisposition of all or substantially all of our assets and (iii) the end of the month in which the DealerManager, in conjunction with our transfer agent, determines that the total upfront selling commissions,upfront dealer manager fees and ongoing distribution fees paid with respect to all shares of such classheld by such stockholder within such account (including shares purchased through a distributionreinvestment plan or received as stock dividends) equals or exceeds 8.5% of the aggregate purchaseprice of all shares of such class held by such stockholder within such account and purchased in a

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primary offering (i.e., an offering other than a distribution reinvestment plan). We cannot predict if orwhen this will occur.

In addition, after termination of a primary offering registered under the Securities Act of 1933, asamended, or the ‘‘Securities Act,’’ each Class T or Class W share (i) sold in that primary offering,(ii) sold under a distribution reinvestment plan, and (iii) received as a stock dividend with respect tosuch shares sold in such primary offering or distribution reinvestment plan, shall automatically andwithout any action on the part of the holder thereof convert into a number of Class I shares at theApplicable Conversion Rate, at the end of the month in which we, with the assistance of the DealerManager, determine that that all underwriting compensation paid or incurred with respect to theprimary offering covered by that registration statement from all sources, determined pursuant to therules and guidance of FINRA, would be in excess of 10% of the aggregate purchase price of all sharessold for our account through that primary offering.

As used above, the ‘‘Applicable Conversion Rate’’ means (a) with respect to Class T shares, a ratiowhereby the numerator is the most recently disclosed monthly Class T NAV per share and thedenominator is the most recently disclosed monthly Class I NAV per share and (b) with respect toClass W shares, a ratio whereby the numerator is the most recently disclosed monthly Class W NAVper share and the denominator is the most recently disclosed monthly Class I NAV per share. For eachclass of shares, the NAV per share shall be calculated as described in the most recent valuationprocedures approved by our board of directors. Because we currently expect to allocate ongoingdistribution fees to our Class T and Class W shares through their distributions, and not through theirNAV per share, we currently expect the Applicable Conversion Rate to remain 1:1 for our Class T andClass W shares. Stockholders will receive a transaction confirmation from the transfer agent or theirbroker dealer, on behalf of the Company, that their Class T and/or Class W shares have beenconverted into Class I shares.

Assuming a constant NAV per share of $10.0645, which is our NAV per share as of March 31,2020 and assuming applicable distribution fees are paid until the 8.5% total compensation limitdescribed in ‘‘Plan of Distribution—Distribution Fees—Class T, Class W and Class I Shares’’ is reached,we expect that a one-time $10,000 investment in shares of each class would be subject to the followingupfront selling commissions, dealer manager fees and distribution fees:

Maximum Total CommissionsUpfront Dealer Annual Distribution Fees and Fees (Length ofSelling Manager Distribution Over Life Time Over Which

Commissions Fees Fees of Investment They Are Paid)

Class T . . . . . . . . . . . . . . . . . $200 $250 $ 96 $400 $850 (4.2 years)Class W . . . . . . . . . . . . . . . . . $ 0 $ 0 $ 50 $850 $850 (17 years)Class I . . . . . . . . . . . . . . . . . . $ 0 $ 0 $ 0 $ 0 $ 0

Certain participating broker dealers may offer discounts, which would reduce upfront sellingcommissions and fees and would therefore increase the length of time required for selling commissions,dealer manager fees and distribution fees to reach 8.5% of gross proceeds. See ‘‘Plan of Distribution—Underwriting Compensation—Upfront Selling Commissions and Dealer Manager Fees.’’

Our Class T shares, Class W shares and Class I shares are available for different categories ofinvestors. Class T shares are available to the general public. Class W shares are generally available forpurchase in this offering only (i) through fee-based programs, also known as wrap accounts, thatprovide access to Class W shares, (ii) through participating broker dealers that have alternative feearrangements with their clients to provide access to Class W shares, (iii) through investment advisersthat are registered under the Investment Advisers Act of 1940 or applicable state law and direct clientsto trade with a broker dealer that offers Class W shares, (iv) through bank trust departments or anyother organization or person authorized to act in a fiduciary capacity for its clients or customers or

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(v) other categories of investors that we name in an amendment or supplement to this prospectus.Class I shares are available for purchase in this offering only (i) by institutional accounts as defined byFINRA Rule 4512(c), (ii) through bank-sponsored collective trusts and bank-sponsored common trusts,(iii) by retirement plans (including a trustee or custodian under any deferred compensation or pensionor profit sharing plan or payroll deduction IRA established for the benefit of the employees of anycompany), foundations or endowments, (iv) through certain financial intermediaries that are nototherwise registered with or as a broker dealer and that direct clients to trade with a broker dealer thatoffers Class I shares, (v) by our executive officers and directors and their immediate family members,as well as officers and employees of the Advisor and the Dealer Manager and their immediate familymembers, officers and employees of the Advisor’s product specialists or other affiliates of the Advisorand their immediate family members, our product specialists and their affiliates and, if approved by ourboard of directors, officers and employees of our joint venture partners and their immediate familymembers, consultants and other service providers, (vi) participating broker dealers and their affiliates,including their officers, directors, employees, and registered representatives, as well as the immediatefamily members of such persons, as defined by FINRA Rule 5130, (vii) through bank trust departmentsor any other organization or person authorized to act as a fiduciary for its clients or customers and(viii) by any other categories of purchasers that we name in an amendment or supplement to thisprospectus. Before making your investment decision, please consult with your investment advisorregarding your account type and the classes of common stock you may be eligible to purchase.

If you are eligible to purchase all three classes of shares, then in most cases you should purchaseClass I shares, because Class I shares have no upfront selling commissions, dealer manager fees ordistribution fees. Such fees are applicable to the other share classes and will reduce the NAV ordistributions of the other share classes. If you are eligible to purchase Class T and Class W shares butnot Class I shares, in most cases you should purchase Class W shares because Class W shares have noupfront selling commissions or dealer manager fees and lower annual distribution fees. In addition,pursuant to our share redemption program, although all shares are subject to a 5.0% early redemptiondiscount if they have been outstanding for less than one year, only Class T shares are subject to a 2.5%early redemption discount if such shares have been outstanding for at least one but less than two years.See ‘‘Description of Capital Stock—Share Redemption Program.’’ Please consult with your financialprofessional before making your investment decision.

If we redeem a portion, but not all of the Class T shares or Class W shares held in a stockholder’saccount, the total underwriting compensation limit and amount of underwriting compensationpreviously paid will be prorated between the Class T shares or the Class W shares, as applicable, thatwere redeemed and those Class T shares or Class W shares, respectively, that were retained in theaccount. Likewise, if a portion of the Class T shares or the Class W shares in a stockholder’s account issold or otherwise transferred in a secondary transaction, the total underwriting compensation limit andamount of underwriting compensation previously paid will be prorated between the Class T shares orthe Class W shares, as applicable, that were transferred and the Class T shares or Class W shares,respectively, that were retained in the account.

Transaction Price

Each class of shares will be sold at the then-current transaction price, which generally will be equalto the most recently disclosed monthly NAV per share for such class, plus applicable upfront sellingcommissions and dealer manager fees. Although the transaction price will generally be based on themost recently disclosed monthly NAV per share, the NAV per share of such stock as of the date onwhich your purchase is settled may be significantly different. We may offer shares at a price that webelieve reflects the NAV per share of such stock more appropriately than the most recently disclosedmonthly NAV per share, including by updating a previously disclosed transaction price, in cases wherewe believe there has been a material change (positive or negative) to our NAV per share relative to the

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most recently disclosed monthly NAV per share. Each class of shares may have a different NAV pershare because distribution fees differ with respect to each class of shares.

We expect that any such update to the transaction price to reflect an adjustment to the monthlyNAV per share would be infrequent. Such an adjustment may be appropriate (either positive ornegative) to reflect the occurrence of an unexpected material property-specific event such as atermination or renewal of a material lease, a material change in vacancies, an unanticipated structuralor environmental event at a property or a significant capital market event that may cause the value of awholly-owned property or properties to change by such a significant amount that the NAV, ifrecalculated based on this event, is likely to be materially different. For example, if a significant assetsuffered catastrophic damage due to a natural disaster after the most recent determination of themonthly NAV, we may determine to adjust the NAV. Similarly, if the sole tenant at a significant assetrenewed its lease subsequent to the determination of the monthly NAV, but the monthly NAV hadbeen determined assuming that the lease would not be renewed, we may determine to adjust the NAVto reflect the renewal of the lease and the corresponding rental income. Further, if there was asignificant vacancy at a significant asset at the time the monthly NAV had been determined andsubsequent to the determination of the monthly NAV we leased the vacancy, we may determine toadjust the NAV to reflect the rental income resulting from the vacancy having been leased. Such NAVadjustments also may be appropriate to reflect the occurrence of broader market-driven eventsidentified by the Advisor or the independent valuation firm which may impact more than a specificproperty. For example, if a major trade embargo were announced that would significantly adverselyimpact the ability to import goods, we may determine to adjust the NAV to reflect the estimateddecrease in NAV caused by an anticipated lower demand for industrial warehouses and distributioncenters to store and distribute imported goods. Further, rapidly changing market conditions or materialevents, such as, for example, a stock market crash, may not be immediately reflected in the mostrecently-determined monthly NAV and if we believe the NAV, if recalculated based on these events, islikely to be materially different, we may determine that an adjustment is necessary to reflect theestimated impact on the NAV. In the event that any such unexpected and extraordinary circumstances,a committee of the Advisor that oversees the determination of the monthly NAV would evaluate themateriality and would make a recommendation to the board of directors concerning any adjustment tothe most recently-determined monthly NAV. The transaction price would only be adjusted upon theapproval of a majority of the board of directors, including a majority of the independent directors.

Net Asset Value Calculation and Valuation Procedures

Our board of directors, including a majority of our independent directors, has adopted valuationprocedures, as amended from time to time, which contain a comprehensive set of methodologies to beused in connection with the calculation of our NAV. One fundamental element of the valuation process,the valuation of our real property portfolio, is managed by Altus Group U.S., Inc., a third-partyvaluation firm, ‘‘Altus Group’’ or the ‘‘Independent Valuation Firm,’’ approved by our board ofdirectors, including a majority of our independent directors. Altus Group is a multidisciplinary providerof independent, commercial real estate consulting and advisory services with multiple offices around theworld, including in Canada, the U.K., Australia, the United States and Asia Pacific. Altus Group isengaged in the business of valuing commercial real estate properties and is not affiliated with us or theAdvisor.

Periodic real property appraisals serve as the foundation of the Independent Valuation Firm’smonthly real property portfolio valuation. The overarching principle of these appraisals is to produce areal property portfolio valuation that represents fair and accurate estimates of the unencumberedvalues of our real estate or the prices that would be received for our real properties in arm’s-lengthtransactions between market participants before considering underlying debt. The valuation of our realproperties determined by the Independent Valuation Firm may not always reflect the value at which we

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would agree to buy or sell such assets and the value at which we would buy or sell such assets couldmaterially differ from the Independent Valuation Firm’s estimate of fair value. We obtain ongoingappraisals pursuant to schedules prepared by the Independent Valuation Firm and the Advisor that aredesigned to conduct appraisals on each of our properties throughout any given calendar year. In orderto provide an orderly appraisal process, we seek to have approximately 1/12th of the portfolio appraisedby a third party each month, although we may have more or less appraised in an individual month. Inno event will a calendar year pass without having each property valued by appraisal unless such asset isbought or sold in such calendar year. However, each month, the Independent Valuation Firm willadjust a real property’s valuation, as necessary, based on known events that have a material impact onthe most recent value (adjustments for non-material events may also be made).

At least once each calendar year our board of directors, including a majority of our independentdirectors, reviews the appropriateness of our valuation procedures. With respect to the valuation of ourproperties, the Independent Valuation Firm provides our board of directors with periodic valuationreports. From time to time our board of directors, including a majority of our independent directors,may adopt changes to the valuation procedures if it: (1) determines that such changes are likely toresult in a more accurate reflection of NAV or a more efficient or less costly procedure for thedetermination of NAV without having a material adverse effect on the accuracy of such determination;or (2) otherwise reasonably believes a change is appropriate for the determination of NAV. We willpublicly announce material changes to our valuation procedures or the identity or role of theIndependent Valuation Firm or the NAV Accountant.

The most significant component of our NAV consists of real property investments and, as with anyreal estate valuation protocol, each property appraisal and valuation is based on a number ofjudgments, assumptions or opinions about future events that may or may not prove to be correct. Theuse of different judgments, assumptions or opinions could result in a different estimate of the value ofour real property investments. Although the methodologies contained in the valuation procedures aredesigned to operate reliably within a wide variety of circumstances, it is possible that in certainunanticipated situations or after the occurrence of certain extraordinary events (such as a terroristattack or an act of nature), our ability to implement and coordinate our NAV procedures may beimpaired or delayed, including in circumstances where there is a delay in accessing or receivinginformation from vendors or other reporting agents. Further, the NAV per share should not be viewedas being determinative of the value of our common stock that may be received in a sale to a third partyor the value at which our stock would trade on a national exchange. Our board of directors maysuspend this offering or any subsequent offering of our common stock and the share redemptionprogram if our board of directors determines that the calculation of NAV may be materially incorrector there is a condition that restricts the valuation of a material portion of our assets. See ‘‘Net AssetValue Calculation and Valuation Procedures’’ for more details regarding our valuation procedures.

NAV and NAV Per Share Calculation

We conduct monthly valuations of our common stock. Our NAV per share is calculated as of thelast calendar day of each month for each of our outstanding classes of stock, and is available generallywithin 15 calendar days after the end of the applicable month. Our NAV per share is calculated byALPS Fund Services Inc. (‘‘ALPS’’ or ‘‘NAV Accountant’’), a third-party valuation firm approved by ourboard of directors, including a majority of our independent directors. Our board of directors, includinga majority of our independent directors, may replace ALPS, the Independent Valuation Firm, or anyother party involved in our valuation procedures with another party, including our Advisor, if it isdeemed appropriate to do so.

Each month, before taking into consideration accrued dividends or class-specific distribution feeaccruals, any change in the Aggregate Fund NAV (whether an increase or decrease) from the priormonth is allocated among each class of Fund Interest based on each class’s relative percentage of the

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previous Aggregate Fund NAV. Changes in the Aggregate Fund NAV reflect factors including, but notlimited to, unrealized/realized gains (losses) on the value of our real property portfolio, increases ordecreases in real estate-related assets and liabilities, and monthly accruals for income and expenses(including accruals for performance based fees, if any, advisory fees and distribution fees) anddistributions to investors.

Our most significant source of income is property-level net operating income. We accrue revenuesand expenses on a monthly basis based on actual leases and operating expenses in that month. For thefirst month following a property acquisition, we will calculate and accrue net operating income withrespect to such property based on the performance of the property before the acquisition and thecontractual arrangements in place at the time of the acquisition, as identified and reviewed through ourdue diligence and underwriting process in connection with the acquisition. For NAV calculationpurposes, organization and offering costs incurred as part of our corporate-level expenses related to ourprimary offering reduce NAV as incurred. In addition, organization and offering costs incurred prior toJanuary 1, 2020, are amortized to expense on a straight-line basis over 5 years, beginning January 1,2020.

Except as noted below, we include an estimate of the fair value of our liabilities as part of ourNAV calculation. These liabilities include, but may not be limited to, fees and reimbursements payableto the Advisor and its affiliates, accounts payable and accrued expenses, and other liabilities. Pursuantto our valuation procedures, our board of directors, including a majority of our independent directors,approves the pricing sources of our liabilities which may include third parties or our Advisor or itsaffiliates.

Under applicable GAAP, we record liabilities for distribution fees (i) that we currently owe ourDealer Manager under the terms of our dealer manager agreement and (ii) that we estimate we maypay to our Dealer Manager in future periods. However, we do not deduct the liability for estimatedfuture distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimatedvalue on the date that we determine our NAV. Accordingly, our estimated NAV at any given time doesnot include consideration of any estimated future distribution fees that may become payable after suchdate.

Our property-level mortgages and corporate-level credit facilities that are intended to be held tomaturity, including those subject to interest rates hedges, are valued at par (i.e. at their respectiveoutstanding balances). Because we often utilize interest rate hedges to stabilize interest payments(i.e. to fix all-in interest rates through interest rate swaps or to limit interest rate exposure throughinterest rate caps) on individual loans, each loan and associated interest rate hedge is treated as onefinancial instrument which is valued at par if intended to be held to maturity. This policy of valuing atpar applies regardless of whether any given interest rate hedge is considered as an asset or liability forGAAP purposes.

Our property-level mortgages and corporate-level credit facilities that are not intended to be heldto maturity (in conjunction with any associated interest rate hedges that are not intended to be held tomaturity) are valued at fair value using widely accepted valuation methodologies.

Estimated prepayment penalties are not factored into the valuation of our debt until a loan orinterest rate hedge is actually prepaid or terminated unless an interest rate hedge is definitively notintended to be held to maturity, in which case a hedge mark to market adjustment are made at suchtime.

Debt that is not intended to be held to maturity means any property-level mortgages that wedefinitively intend to prepay in association with any asset considered as held-for-sale from a GAAPperspective, other property-level mortgages or corporate-level credit facilities that we definitively intendto prepay, or any interest rate hedge that we definitively intend to terminate.

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In addition, for non-recourse mortgages and interest rate hedges, the combined value of eachmortgage and associated interest rate hedge is limited to the value of the underlying asset(s), so as tonot make the equity of said asset(s) less than zero.

Costs and expenses incurred to secure such financings are amortized over the life of the applicableloan. Unless costs can be specifically identified, we allocate the financing costs and expenses incurredwith obtaining multiple loans that are not directly related to any single loan among the applicableloans, generally pro rata based on the amount of proceeds from each loan.

Following the calculation and allocation of changes in the Aggregate Fund NAV as describedabove, NAV for each class is adjusted for accrued dividends and the ongoing distribution fees, todetermine the monthly NAV. Upfront selling commissions and dealer manager fees have no effect onthe NAV of any class because they are effectively paid by the purchasers of shares in the primaryoffering at the time of purchase. The purchase price of such shares is equal to the transaction price,which generally equals the most recently disclosed monthly NAV per share. We may offer shares at aprice that we believe reflects the NAV per share of such stock more appropriately than the priormonth’s NAV per share in cases where we believe there has been a material change (positive ornegative) to our NAV per share since the end of the prior month; however, such adjustments areanticipated to be infrequent.

NAV per share for each class is calculated by dividing such class’s NAV at the end of each monthby the number of shares outstanding for that class on such day. See ‘‘Net Asset Value Calculation andValuation Procedures’’ for more details regarding our NAV per share calculations.

Investment Strategy and Objectives

As of March 31, 2020, we owned and managed a real estate portfolio that included properties withan aggregate total purchase price of approximately $894.6 million, comprised of 46 industrial buildingstotaling 8.6 million square feet located in 14 markets throughout the U.S., with 101 customers, and was98.3% leased with a weighted-average remaining lease term (based on square feet) of 4.4 years.

Subsequent to December 31, 2019, we acquired three industrial buildings for a total purchase priceof $30.4 million comprised of 0.4 million square feet with one customer. Additionally, we have enteredinto contracts to acquire seven industrial buildings with an aggregate purchase price of approximately$174.6 million, totaling 1.7 million square feet with eight customers. Including all owned and managedproperties, and assuming that we complete the acquisitions under contract, our real estate portfolio willinclude properties with an aggregate purchase price of approximately $1.1 billion, comprised of 55industrial buildings totaling 10.6 million square feet with 110 customers and will be 94.8% leased with aweighted-average remaining lease term (based on square feet) of 4.5 years. The leased rate reflects thesquare footage with a paying customer in place, as well as additional square footage with leases inplace that have not yet commenced. There is no assurance that we will complete the acquisition of theproperty under contract.

For a description of our investments, please see ‘‘Investments in Real Properties, Real EstateSecurities and Debt Related Investments.’’

Investment Objectives

Our primary investment objectives include the following:

• Preserving and protecting our stockholders’ capital contributions;

• Providing current income to our stockholders in the form of regular cash distributions; and

• Realizing capital appreciation through the potential sale of our assets or other Liquidity Event(as defined below).

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We cannot assure you that we will attain our investment objectives. Our charter places numerouslimitations on us with respect to the manner in which we may invest our funds. These limitationscannot be changed unless our charter is amended, which requires the approval of our stockholders.

We will supplement this prospectus during the offering period in connection with the acquisition ofany significant investments.

Investment Strategy

We focus our investment activities on and use the proceeds of this offering principally for buildinga national industrial warehouse operating company. Our investment activities include the acquisition,development and/or financing of income-producing real estate assets consisting primarily of high-qualitydistribution warehouses and other industrial properties that are leased to creditworthy corporatecustomers. Creditworthiness does not necessarily mean that our customers will be investment grade,and, in fact, it is anticipated that much of our portfolio will be comprised of non-rated andnon-investment grade customers. We evaluate creditworthiness and financial strength of prospectivecustomers based on financial, operating and business plan information that is provided to us by suchprospective customers, as well as other market and economic information that is generally publiclyavailable. In general, we intend our investment strategy to adhere to the following core principles:

• Careful selection of target markets and submarkets, with an intent to emphasize locations withhigh barriers to entry, close proximity to large demographic bases and/or access to majordistribution infrastructure;

• Primary focus on highly functional, generic bulk distribution and light industrial facilities;

• Achievement of portfolio diversification in terms of markets, customers, industry exposure andlease rollovers; and

• Emphasis on a mix of creditworthy national, regional and local customers.

For a description of highly functional, generic bulk distribution and light industrial facilities, pleasesee ‘‘Investment Strategy, Objectives and Policies—Investment Strategy.’’

Although our investment activities focus primarily on distribution warehouses and other industrialproperties, our charter and bylaws do not preclude us from investing in other types of commercialproperty or real estate-related debt. However, we will not invest more than 25% of the net proceeds wereceive from the sale of shares of our common stock in this offering in other types of commercialproperty or real estate-related debt. Our investment in any distribution warehouse, other industrialproperty, or other property type will be based upon the best interests of our Company and ourstockholders as determined by the Advisor and our board of directors. Real estate assets in which wemay invest may be acquired either directly by us or through joint ventures or other co-ownershiparrangements with affiliated or unaffiliated third parties, and may include: (i) equity investments incommercial real property; (ii) mortgage, mezzanine, construction, bridge and other loans related to realestate; and (iii) investments in other real estate-related entities, including REITs, private real estatefunds, real estate management companies, real estate development companies and debt funds, bothforeign and domestic. Subject to the 25% limitation described above, we may invest in any of theseasset classes, including those that present greater risk.

To the extent that we invest in real estate-related debt, our primary investments could include, butare not limited to, originations of and participations in commercial mortgage loans secured by realestate, B-notes, mezzanine loans and certain other types of debt-related investments that may help usreach our diversification, liquidity and other investment objectives. With respect to investments in realestate-related securities and other securities, while our primary goal in making such investments is topreserve liquidity in support of our share redemption program, in the future we may change our

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objectives with respect to investments in real estate-related securities. Targeted securities investmentsmay include, but are not limited to, the following: (i) equity securities such as preferred stocks,common stocks and convertible preferred securities of public or private real estate companies(including other REITs, real estate operating companies, homebuilders and other real estatecompanies), (ii) debt securities issued by other real estate companies, (iii) U.S. government and agencysecurities and (iv) certain other types of securities that may help us reach our diversification, liquidityand other investment objectives.

We currently maintain, under normal operating circumstances and subject to any limitations andrequirements relating to our qualification as a REIT, an allocation to a number of sources of liquidityincluding cash, cash equivalents (e.g. money market funds), other short-term investments, U.S.government securities, agency securities and liquid real estate-related securities (‘‘cash-relatedliquidity’’) of at least 10% and up to 20% of our equity. In addition, we may maintain an undrawnamount under our corporate line of credit which will cover any difference between our cash-relatedliquidity up to at least 20% of our equity. Notwithstanding our intention to allocate up to 20% of ourequity to cash-related liquidity investments, the actual allocation percentage may from time to time behigher or lower due to factors such as real estate market conditions, the amount of proceeds we raisein this offering, increased redemption requests, the availability and relative attractiveness of otherinvestment opportunities, an increase in anticipated cash requirements, or other circumstances existingat the time we are making investments, subject to any limitations or requirements relating to ourqualification as a REIT. With respect to investments in real estate-related securities and othersecurities, while our primary goal in making such investments is to preserve liquidity in support of ourshare redemption program, in the future we may change our objectives with respect to investments inreal estate-related securities. Targeted securities investments may include, but are not limited to, thefollowing: (i) equity securities such as preferred stocks, common stocks and convertible preferredsecurities of public or private real estate companies (including other REITs, real estate operatingcompanies, homebuilders and other real estate companies), (ii) debt securities issued by other realestate companies, (iii) U.S. government and agency securities and (iv) certain other types of securitiesthat may help us reach our diversification, liquidity and other investment objectives.

We may finance a portion of the purchase price of any real estate asset that we acquire withborrowings on short or long-term basis from banks, institutional investors and other lenders. Suchborrowings may be secured by a mortgage or other security interest in some, or all, of our assets.

Our charter limits the aggregate amount we may borrow to an amount not to exceed 300% of ournet assets or up to 75% of the aggregate cost of our real estate assets before non-cash reserves anddepreciation, unless our board determines that a higher level is appropriate. For these purposes, netassets are defined to be our total assets (other than intangibles), valued at cost prior to deductingdepreciation, reserves for bad debts and other non-cash reserves, less total liabilities. Our currentleverage target is between 50% and 60%. Although we intend to maintain the targeted leverage ratioover the near term, we may change our target leverage ratio from time to time. In addition, we mayvary from our targeted leverage ratio from time to time, and there are no assurances that we willmaintain our targeted range or achieve any other leverage ratio that we may target in the future. Ourboard of directors may from time to time modify our borrowing policy in light of then-currenteconomic conditions, the relative costs of debt and equity capital, the fair values of our properties,general conditions in the market for debt and equity securities, growth and acquisition opportunities orother factors.

There is no public trading market for shares of our common stock. On a limited basis, you may beable to have your shares redeemed through our share redemption program. In the future we may alsoconsider various forms of additional liquidity, each of which we refer to as a ‘‘Liquidity Event’’,including but not limited to: (i) a listing of our common stock on a national securities exchange;(ii) our sale, merger or other transaction in which our stockholders either receive, or have the option to

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receive, cash, securities redeemable for cash, and/or securities of a publicly traded company; and(iii) the sale of all or substantially all of our assets where our stockholders either receive, or have theoption to receive, cash or other consideration. We presently intend to consider alternatives for effectinga Liquidity Event for our stockholders beginning generally after seven years following the investment ofsubstantially all of the net proceeds from all offerings made by us. Although our intention is to seek aLiquidity Event generally within seven to 10 years following the investment of substantially all of thenet proceeds from all offerings made by us, there can be no assurance that a suitable transaction willbe available or that market conditions for a transaction will be favorable during that timeframe.Alternatively, we may seek to complete a Liquidity Event earlier than seven years following theinvestment of substantially all of the net proceeds from all offerings made by us. For purposes of thetime frame for seeking a Liquidity Event, investment of ‘‘substantially all’’ of the net proceeds meansthe equity investment of 90% or more of the net proceeds from all offerings made by us.

Summary Risk Factors

An investment in shares of our common stock involves significant risks. See ‘‘Risk Factors’’beginning on page 52. These risks include, among others:

• We have a limited prior operating history and there is no assurance that we will be able toachieve our investment objectives. We have experienced net loss, as defined by GAAP.

• There is no public trading market for shares of our common stock, and we do not anticipatethat there will be a public trading market for our shares, so redemption of shares by us willlikely be the only way to dispose of your shares. Our share redemption program will provide youwith the opportunity to request that we redeem your shares on a monthly basis, but we are notobligated to redeem any shares and may choose to redeem only some, or even none, of theshares that have been requested to be redeemed in any particular month, in our discretion. Inaddition, redemptions will be subject to available liquidity and other significant restrictions.Further, our board of directors may modify, suspend or terminate our share redemptionprogram if it deems such action to be in our best interest and the best interest of ourstockholders. As a result, our shares should be considered as having only limited liquidity and attimes may be illiquid, therefore you must be prepared to hold your shares for an indefinitelength of time.

• A portion of the proceeds received in this offering is expected to be used to satisfy redemptionrequests. Using the proceeds from this offering for redemptions will reduce the net proceedsavailable to retire debt or acquire additional properties, which may result in reduced liquidityand profitability or restrict our ability to grow our NAV.

• The transaction price will not accurately represent the value of our assets at any given time andthe actual value of your investment may be substantially less. The transaction price generally willbe based on our most recently disclosed monthly NAV of each class of common stock (subject tomaterial changes) and will not be based on any public trading market. Further, our board ofdirectors may amend our NAV procedures from time to time. For example, if you wish tosubscribe for shares of our common stock in October, your subscription request must bereceived in good order at least five business days before November 1. Generally, the offeringprice per share would equal the transaction price of the applicable class as of the last calendarday of September, plus applicable upfront selling commissions and dealer manager fees. Ifaccepted, your subscription would be effective on the first calendar day of November.Conversely, if you wish to submit your shares for redemption in October, your redemptionrequest and required documentation must be received in good order by 4:00 p.m. (Eastern time)on the second to last business day of October. If accepted, your shares would be redeemed as ofthe last calendar day of October and, generally, the redemption price would equal the

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transaction price of the applicable class as of the last calendar day of September. Although allshares are subject to a 5.0% early redemption discount if they have been outstanding for lessthan two years, only Class T shares are subject to a 2.5% early redemption discount if suchshares have been outstanding for at least one year but less than two years. In each of thesecases, the NAV that is ultimately determined as of the last day of October may be higher orlower than the NAV as of the last day of September used for determining the transaction price.Therefore, the price at which you purchase shares may be higher than the current NAV pershare at the time of sale and the price at which you redeem shares may be lower than thecurrent NAV per share at the time of redemption.

• The transaction price will not represent our enterprise value and may not accurately reflect theactual prices at which our assets could be liquidated on any given day, the value a third partywould pay for all or substantially all of our shares, or the price that our shares would trade at ona national stock exchange. Further, it is possible that the annual appraisals of our properties maynot be spread evenly throughout the year, and rapidly changing market conditions or materialevents may not be fully reflected in our monthly NAV. The resulting potential disparity in ourNAV may inure to the benefit of redeeming stockholders or non-redeeming stockholders andnew purchasers of our common stock, depending on whether our published NAV per share forsuch class is overstated or understated.

• We are subject to various risks related to owning real estate, including changes in economic,demographic and real estate market conditions. Due to the risks involved in the ownership ofreal estate and real-estate related investments, the amount of distributions we may pay to you inthe future, if any, is uncertain. There is no guarantee of any return on your investment in us andyou may lose the amount you invest.

• In connection with this offering, we incur fees and expenses which will decrease the amount ofcash we have available for operations and new investments. In the future we may conduct otherofferings of common stock (whether existing or new classes), preferred stock, debt securities orof interests in our Operating Partnership. We may also amend the terms of this offering. Wemay structure or amend such offerings to attract institutional investors or other sources ofcapital. The costs of this offering and future offerings may negatively impact our ability to paydistributions and your overall return.

• Our NAV per share may suddenly change if the valuations of our properties materially changefrom prior valuations or the actual operating results materially differ from what we originallybudgeted. For example, we expect to face lease expirations across our portfolio regularly, and aswe move further away from lease commencement toward the end of a lease term, the valuationof the underlying property generally will be expected to drop, depending on the likelihood of arenewal or a new lease on similar terms.

• Some of our executive officers, directors and other key personnel are also officers, directors,managers, key personnel and/or holders of an ownership interest in the Advisor, the DealerManager, and/or other entities related to the Sponsor. As a result, they face conflicts of interest,including but not limited to conflicts arising from time constraints, allocation of investment andleasing opportunities and the fact that certain of the compensation the Advisor will receive forservices rendered to us is based on our NAV, the procedures for which the Advisor assists ourboard of directors in developing, overseeing, implementing and coordinating. We expect tocompete with certain affiliates of direct and indirect owners of the Sponsor for investments andcertain of those entities may be given priority with respect to certain investment opportunities.

• This is a ‘‘blind pool’’ offering; you will not have the opportunity to evaluate all of theinvestments we will make before we make them.

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• This is a ‘‘best efforts’’ offering and if we are unable to raise substantial funds, then we will bemore limited in our investments.

• We may change our investment policies without stockholder notice or consent, which couldresult in investments that are different from those described in this prospectus.

• The amount of distributions we may make is uncertain. Distributions have been and maycontinue to be paid from sources other than cash flows from operating activities, including,without limitation, from borrowings, the sale of assets or offering proceeds. Our distributionsmay exceed our taxable income, which would represent a return of capital for tax purposes. Areturn of capital is a return of your investment rather than a return of earnings or gains and willbe made after deductions of fees and expenses payable in connection with our offering. Some orall of our future distributions may be paid from these sources as well as from the sales of assets,cash resulting from a waiver or deferral of fees, and from our cash balances. There is no limiton distributions that may be made from these sources, however, our Advisor and its affiliates areunder no obligation to defer or waive fees in order to support our distributions. The use ofthese sources for distributions may decrease the amount of cash we have available for newinvestments, share redemptions and other corporate purposes, and could reduce your overallreturn.

• If we fail to qualify as a REIT, it would adversely affect our operations and our ability to makedistributions to our stockholders.

• Our use of leverage, such as mortgage indebtedness and other borrowings, increases the risk ofloss on our investments.

• Prolonged disruptions in the U.S. and global credit markets could adversely affect our ability tofinance or refinance investments and the ability of our customers to meet their obligations,which could affect our ability to meet our financial objectives and make distributions.

• The current outbreak of the novel coronavirus, or COVID-19, has caused severe disruptions inthe U.S. global economy and will likely have an adverse impact on our financial condition andresults of operations. This impact could be materially adverse to the extent the currentCOVID-19 outbreak, or future pandemics, cause tenants to be unable to pay their rent orreduce the demand for commercial real estate.

• The current outbreak of COVID-19 and resulting impacts on the U.S. economy and financialmarkets has created extreme uncertainty and volatility with respect to the current and futurevalues of real estate, and therefore, our NAV per share. As a result, our NAV per share may notreflect the actual realizable value of our underlying properties at any given time.

• We are not required by our charter or otherwise to provide liquidity to our stockholders. If wedo not effect a Liquidity Event, it will be very difficult for you to have liquidity with respect toyour investment in shares of our common stock.

• We will not be registered as an investment company, and we will not be subject to the provisionsof the Investment Company Act of 1940, or the ‘‘Investment Company Act,’’ applicable toregistered investment companies. If we become subject to such provisions of the InvestmentCompany Act, it could significantly impair the operation of our business.

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Compensation to the Advisor and its Affiliates

The Advisor and its affiliates receive compensation and fees for services related to this offeringand for the investment and management of our assets, subject to review and approval of a majority ofour board of directors, including a majority of the independent directors. In addition, the Sponsor hasbeen issued partnership units in the Operating Partnership constituting a separate series of partnershipinterests with special distribution rights, or the ‘‘Special Units.’’ The Advisor is wholly-owned by theSponsor. As described below, at the election of the Sponsor, the performance component of theadvisory fee payable to the Advisor may be paid instead to the Sponsor as a performance participationallocation with respect to the Special Units.

Set forth below is a summary of the fees and expenses we expect to pay these entities. Theestimated maximum amount that we may pay with respect to such fees and expenses is also set forthbelow (to the extent it can be determined at this time) and is presented based on the assumptions that(i) we sell the maximum offering amount, (ii) the maximum amount of commissions and fees are paidfor each primary offering share, and (iii) there is no reallocation of shares between our primaryoffering and our distribution reinvestment plan. The allocation of amounts among the Class T shares,Class W shares and Class I shares assumes that 75% of the common shares sold in the primary offeringare Class T shares, 15% are Class W shares and 10% are Class I shares. We have assumed whatpercentage of shares of each class will be sold based on discussions with the Dealer Manager andbroker dealers, but there can be no assurance as to how many shares of each class will be sold.

See ‘‘Management Compensation’’ for a more detailed explanation of the fees and expensespayable to the Advisor and its affiliates and ‘‘The Operating Partnership Agreement’’ for a moredetailed description of the Special Units. See ‘‘The Advisor and the Advisory Agreement—TheAdvisory Agreement’’ for a description of the reimbursements and other payments we will make to theAdvisor for all of the expenses it incurs on our behalf. These expenses include the costs of all or aportion of the wages or other compensation of employees or other personnel incurred by the Advisoror its affiliates in performing certain services for us, including but not limited to the compensationpayable to our principal executive officer and our principal financial officer, provided however, that wewill not reimburse the Advisor if the Advisor receives a specific fee for the activities which generatesuch expenses. Subject to limitations in our charter, the fees, compensation, income, expensereimbursements, interest and other payments payable by us may increase or decrease during thisoffering or future offerings from those described below without the approval of our stockholders, ifsuch revision is approved by a majority of our board of directors, including a majority of theindependent directors.

Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

Upfront Selling Commissions The Dealer Manager will be entitled to receive Actual amounts will depend on the number ofand Dealer Manager Fees— upfront selling commissions of up to 2.0%, and Class T shares sold and the offering price forthe Dealer Manager dealer manager fees of up to 2.5%, of the each Class T share.

offering price of Class T shares sold in theUpfront selling commissions will equalprimary offering, however such amounts mayapproximately $22,500,000 and upfront dealervary at certain participating broker dealersmanager fees will equal approximatelyprovided that the sum will not exceed 4.5% of$28,125,000 million, applying the assumptionsthe offering price. The Dealer Managerset forth above and assuming that the offeringanticipates that all or a portion of the upfrontprice of each of our Class T shares remainsselling commissions and dealer manager feesconstant at $10.5387 per share, which is thewill be retained by, or reallowed (paid) to,offering price per Class T share forparticipating broker dealers.subscriptions to be accepted as of May 1, 2020.

No upfront selling commissions or dealer The offering price will vary.manager fees will be paid with respect topurchases of Class W shares, Class I shares orshares of any class sold pursuant to ourdistribution reinvestment plan.

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Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

Distribution Fee—the Dealer Subject to FINRA limitations on underwriting Actual amounts will depend upon the numberManager compensation, we will pay the Dealer Manager of shares of each class outstanding, our

distribution fees that accrue monthly and are monthly NAV, and when shares arecalculated on outstanding Class T shares and outstanding, and, therefore, cannot beClass W shares sold in the primary offering in determined at this time.an amount equal to 1.0% per annum and

The distribution fees with respect to shares sold0.50% per annum, respectively, of the NAV perin this offering will equal $64,125,000 if we sellClass T share or Class W share, respectively. Inthe maximum offering amount, applying thecalculating our distribution fees, we will use ourassumptions set forth above and assuming amost recently disclosed monthly NAV beforeconstant NAV of $10.0645 per share, which isgiving effect to the monthly distribution fee orour NAV per share as of March 31, 2020. Ourdistributions on our shares.NAV per share will vary.

The distribution fee will be payable monthly inarrears and will be paid on a continuous basisfrom year to year. The Dealer Manager willreallow (pay) the distribution fees toparticipating broker dealers and broker dealersservicing accounts of investors who own Class Tshares and/or Class W shares, referred to asservicing broker dealers. We do not pay annualdistribution fees with respect to Class I shares,shares sold under our distribution reinvestmentplan or shares received as stock dividends,although the amount of the annual distributionfee payable with respect to Class T shares andClass W shares sold in our primary offering willbe allocated among all Class T shares andClass W shares, respectively, including thosesold under our distribution reinvestment planand those received as stock dividends.

We will cease paying the distribution fees withrespect to individual Class T and Class Wshares when they are no longer outstanding,including as a result of conversion to Class Ishares. Each Class T or Class W share heldwithin a stockholder’s account shallautomatically and without any action on thepart of the holder thereof convert into anumber of Class I shares at the ApplicableConversion Rate on the earliest of (i) a listingof any shares of our common stock on anational securities exchange, (ii) our merger orconsolidation with or into another entity, or thesale or other disposition of all or substantiallyall of our assets and (iii) the end of the monthin which the Dealer Manager, in conjunctionwith our transfer agent, determines that thetotal upfront selling commissions, upfrontdealer manager fees and ongoing distributionfees paid with respect to all shares of such classheld by such stockholder within such account(including shares purchased through adistribution reinvestment plan or received asstock dividends) equals or exceeds 8.5% of theaggregate purchase price of all shares of suchclass held by such stockholder within suchaccount and purchased in a primary offering(i.e., an offering other than a distributionreinvestment plan). We cannot predict if orwhen this will occur.

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Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

In addition, after termination of a primaryoffering registered under the Securities Act,each Class T or Class W share (i) sold in thatprimary offering, (ii) sold under a distributionreinvestment plan , and (iii) received as a stockdividend with respect to such shares sold insuch primary offering or distributionreinvestment plan, shall automatically andwithout any action on the part of the holderthereof convert into a number of Class I sharesat the Applicable Conversion Rate, at the endof the month in which we, with the assistanceof the Dealer Manager, determine that allunderwriting compensation paid or incurredwith respect to the primary offering covered bythat registration statement from all sources,determined pursuant to the rules and guidanceof FINRA, would be in excess of 10% of theaggregate purchase price of all shares sold forour account through that primary offering. See‘‘Description of Capital Stock—CommonStock’’ for additional information, including adescription of the Applicable Conversion Rate.

Organization and Offering The Advisor advanced all of our organization We estimate our organization and offeringExpense Reimbursement—the and offering expenses on our behalf, including expenses to be approximately $21,875,000 if weAdvisor or its affiliates, expenses that are deemed issuer costs and sell the maximum offering amount.including the Dealer Manager certain expenses that are deemed underwriting

compensation, such as legal, accounting,printing, mailing and filing fees and expenses,bona fide due diligence expenses ofparticipating broker dealers and investmentadvisers supported by detailed and itemizedinvoices, costs in connection with preparingsales materials, design and website expenses,fees and expenses of our escrow agent andtransfer agent, fees to attend retail seminarssponsored by participating broker dealers,compensation of certain registered employeesof the Dealer Manager, reimbursements forcustomary travel, lodging, meals and reasonableentertainment expenses, reimbursement ofbroker dealers for technology costs andexpenses associated with offering and costs andexpenses associated with the facilitation of themarketing and ownership of our shares by theirparticipating customers, and other actual costsof registered persons associated with theDealer Manager incurred in the performanceof wholesaling activities, but excluding upfrontselling commissions, dealer manager fees anddistribution fees, through December 31, 2019.We will reimburse the Advisor for all suchadvanced expenses ratably over the 60 monthsfollowing December 31, 2019.

On January 1, 2020, we began reimbursing theAdvisor for any organization and offeringexpenses that it incurs on our behalf as andwhen incurred. After the termination of theprimary offering and again after termination ofthe offering under our distributionreinvestment plan, the Advisor has agreed toreimburse us to the extent that the organizationand offering expenses that we incur exceed15% of our gross proceeds from the applicable

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Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

offering. Any organization and offeringexpenses reimbursed by us which are deemedunderwriting compensation will be subject tothe 10% limit on underwriting compensationimposed by FINRA.

Subject to FINRA limitations on underwritingcompensation, in addition to the organizationand offering expenses for which we willreimburse the Advisor, the Advisor may payadditional expenses that are consideredunderwriting compensation to the DealerManager (which may be reallowed or paid bythe Dealer Manager to participating brokerdealers) without reimbursement from us. See‘‘Plan of Distribution—UnderwritingCompensation—Other Compensation.’’

Advisory Fee—Fixed As compensation for asset management Actual amounts are dependent upon aggregateComponent and Expense services the Advisor provides to us pursuant to cost of assets, the sales price of assets, theReimbursements—the the advisory agreement we have entered into location of assets and the amount of leverageAdvisor with the Advisor, or the ‘‘Advisory Agreement,’’ and, therefore, cannot be determined at this

we pay the Advisor an advisory fee with a fixed time.component, payable monthly in arrears. Thefixed component of the advisory fee will consistof (i) a monthly fee of 1/12th of 0.80% of theaggregate cost (including debt, whetherborrowed or assumed, and before non-cashreserves, depreciation and amortizationexpenses) of each real property asset within ourportfolio (or our proportional interest thereinwith respect to real property held in jointventures, co-ownership arrangements or realestate-related entities in which we own amajority economic interest or that weconsolidate for financial reporting purposes inaccordance with GAAP); provided, that thefixed component of the advisory fee withrespect to each real property asset locatedoutside the U.S. that we own, directly orindirectly, will be 1/12th of 1.20% of theaggregate cost (including debt, whetherborrowed or assumed, and before non-cashreserves, depreciation and amortizationexpenses) of such real property asset, (ii) amonthly fee of one-twelfth of 0.80% of theaggregate cost or investment of any interest inany other real estate-related entity or any typeof debt investment or other investment, and(iii) with respect to a disposition, a fee equal to1.0% of the total consideration paid inconnection with the disposition or gross marketcapitalization of the company upon theoccurrence of a listing, calculated in accordancewith the terms of the Advisory Agreement. Theterm ‘‘disposition’’ shall include (a) a sale ofone or more assets, (b) a sale of one or moreassets effectuated either directly or indirectlythrough the sale of any entity owning suchassets, including, without limitation, us or theOperating Partnership, (c) a sale, merger, orother transaction in which the stockholderseither receive, or have the option to receive,cash, securities redeemable for cash, and/orsecurities of a publicly traded company, or(d) a listing of our common stock on a national

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Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

securities exchange. See ‘‘—Advisory Fee—Performance Component—the Advisor and theSponsor’’ below for a description of how thefixed component will be calculated with respectto any partial calendar month for which it ispayable.

Subject to certain limitations, we reimburse theAdvisor for all of the costs it incurs inconnection with the services it provides to us,including, without limitation, our allocableshare of the Advisor’s overhead, which includesbut is not limited to the Advisor’s rent, utilitiesand personnel costs; provided, that we will notreimburse the Advisor or its affiliates forservices for which the Advisor or its affiliatesare entitled to compensation in the form of aseparate fee, which services and fees aredescribed in this table. See ‘‘The Advisor andthe Advisory Agreement—The AdvisoryAgreement’’ for more details.

Advisory Fee—Performance In consideration for the asset management Actual amounts depend upon our AggregateComponent—the Advisor services the Advisor provides on our behalf, we Fund NAV, the distributions we pay and theand the Sponsor also pay the Sponsor, in its capacity as holder changes in NAV and, therefore, cannot be

of the Special Units, a performance based calculated at this time.amount in the form of an allocation anddistribution as an additional component of theadvisory fee. This amount will be paid to theSponsor, so long as the Advisory Agreementhas not been terminated, as a performanceparticipation interest with respect to the SpecialUnits or, at the election of the Sponsor, all ora portion of this amount will be paid instead tothe Advisor as a fee. If the Sponsor elects tohave the Performance Component paid insteadto the Advisor as a fee, the Sponsor has thediscretion to make this election with respect toall or any portion of the performancecomponent of the advisory fee for a particularyear. This performance component of theadvisory fee is calculated as the lesser of(1) 12.5% of (a) the annual total returnamount less (b) any loss carryforward, and(2) the amount equal to (x) the annual totalreturn amount, less (y) any loss carryforward,less (z) the amount needed to achieve anannual total return amount equal to 5% of theNAV per Fund Interest at the beginning ofsuch year (the ‘‘Hurdle Amount’’). Theforegoing calculations are calculated on a perFund Interest basis and multiplied by theweighted average Fund Interests outstandingduring the year. In no event will theperformance component of the advisory fee beless than zero.

Accordingly, if the annual total return amountexceeds the Hurdle Amount plus the amountof any loss carryforward, then the Sponsor orthe Advisor, as applicable, will earn aperformance component equal to 100% of suchexcess, but limited to 12.5% of the annual totalreturn amount that is in excess of the losscarryforward.

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Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

The ‘‘annual total return amount’’ referred toabove means all distributions paid or accruedper Fund Interest plus any change in NAV perFund Interest since the end of the priorcalendar year, adjusted to exclude the negativeimpact on annual total return resulting fromour payment or obligation to pay, or distribute,as applicable, the performance component ofthe advisory fee as well as ongoing distributionfees (i.e., our ongoing class-specific fees). If theperformance component is being calculatedwith respect to a year in which we complete aLiquidity Event, for purposes of determiningthe annual total return amount, the change inNAV per Fund Interest will be deemed toequal the difference between the NAV perFund Interest as of the end of the priorcalendar year and the value per Fund Interestdetermined in connection with such LiquidityEvent, as described in ‘‘The Advisor and theAdvisory Agreement—The AdvisoryAgreement—Advisory Fee and ExpenseReimbursements.’’ The measurement of thechange in NAV per Fund Interest for thepurpose of calculating the annual total returnamount is subject to adjustment by our boardof directors to account for any dividend, split,recapitalization or any other similar change inthe Operating Partnership’s capital structure orany distributions that our board of directorsdeems to be a return of capital if such changesare not already reflected in the OperatingPartnership’s net assets.

The ‘‘loss carryforward’’ referred to above willtrack any negative annual total return amountsfrom prior years and offset the positive annualtotal return amount for purposes of thecalculation of the performance component ofthe advisory fee. The loss carryforward is zeroas of the date of this prospectus.

The fixed component and the performancecomponent of the advisory fee will accruemonthly. The fixed component is payablemonthly in arrears; provided that, with respectto a disposition, the fixed component is payableupon the occurrence of a listing of shares ofour common stock on a national securitiesexchange or other disposition. The performancecomponent of the advisory fee with respect toany calendar year is payable after thecompletion of the calculation of our NAV forDecember of such year. The fixed componentshall be payable for each month in which theAdvisory Agreement is in effect, even if theAdvisory Agreement is in effect for a partialmonth. The performance component will bepayable for each calendar year in which theAdvisory Agreement is in effect, even if theAdvisory Agreement is in effect for a partialyear. The performance component of theadvisory fee began to be calculated and accruedfrom and after the Company’s determination ofthe initial NAV per share. In the event theAdvisory Agreement is terminated or its term

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Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

expires without renewal, the partial period fixedcomponent and performance component of theadvisory fee will be due and payable upon thetermination date. In such event, for purposes ofdetermining the ‘‘annual total return amount,’’the change in NAV per Fund Interest will bedetermined based on a good faith estimate ofwhat our NAV per Fund Interest would be asof that date (if our NAV had been calculatedin accordance with our valuation policy);provided, that, if the Advisory Agreement isterminated with respect to a Liquidity Event,the performance component will be due andpayable in connection with such LiquidityEvent and the annual total return amount willbe calculated as set forth above with respect toa year in which we complete a Liquidity Event.In addition, in the event the OperatingPartnership commences a liquidation of itsinvestments during any calendar year, theSponsor or the Advisor, as applicable, will bepaid the advisory fee from the proceeds of theliquidation and the performance componentwill be calculated at the end of the liquidationperiod prior to the distribution of theliquidation proceeds to the holders of OPUnits. If the fixed component or theperformance component of the advisory fee ispayable with respect to any partial month orpartial calendar year, then the fixed componentwill be prorated based on the number of dayselapsed during any partial calendar month, andthe performance component will be calculatedbased on the annualized total return amountdetermined using the total return achieved forthe period of such partial calendar year.

If the Sponsor does not elect on or before thefirst day of a calendar year to have it paid as afee to the Advisor, then the performancecomponent of the advisory fee will be paid as adistribution on the performance participationinterest to the Sponsor, as the holder of theSpecial Units. In such case, the performancecomponent of the advisory fee will be payablein cash or Class I OP Units, at the election ofthe Sponsor. If the Sponsor elects to receivesuch distributions in Class I OP Units, thenumber of Class I OP Units to be issued to theSponsor will be determined by dividing anamount equal to the value of the performancecomponent of the advisory fee by the NAV perClass I OP Unit. The Sponsor may request theOperating Partnership to repurchase such OPUnits from the Sponsor at a later date. Anysuch repurchase requests will not be subject toany early redemption deduction under ourshare redemption program. In the event theperformance component of the advisory fee ispaid in cash to the Sponsor as an allocationand distribution in its capacity as holder of theSpecial Units, such amount will not bedeductible to the Operating Partnershipalthough it will reduce the cash available fordistribution to other OP Unitholders.

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Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

For a more comprehensive description of theperformance component and relatedcalculations, including an example of acalculation of the performance component, see‘‘The Advisor and the Advisory Agreement—The Advisory Agreement—Advisory Fee andExpense Reimbursements,’’ ‘‘The Advisor andthe Advisory Agreement—The AdvisoryAgreement—Performance ComponentCalculation Example’’ and ‘‘The OperatingPartnership Agreement—Operations.’’

Fees from Other Services— We retain certain of the Advisor’s affiliates, Actual amounts depend on whether affiliates ofAffiliates of the Advisor from time to time, for services relating to our the Advisor are actually engaged to perform

investments or our operations, which may such services.include property management services, leasingservices, corporate services, statutory services,transaction support services (including but notlimited to coordinating with brokers, lawyers,accountants and other advisors, assemblingrelevant information, conducting financial andmarket analyses, and coordinating closingprocedures), construction and developmentmanagement, and loan management andservicing, and within one or more suchcategories, providing services in respect of assetand/or investment administration, accounting,technology, tax preparation, finance (includingbut not limited to budget preparation andpreparation and maintenance of corporatemodels), treasury, operational coordination, riskmanagement, insurance placement, humanresources, legal and compliance, valuation andreporting-related services, as well as servicesrelated to mortgage servicing, grouppurchasing, healthcare, consulting/brokerage,capital markets/credit origination, property, titleand/or other types of insurance, managementconsulting and other similar operationalmatters. Any fees paid to the Advisor’saffiliates for any such services will not reducethe advisory fees. Any such arrangements willbe at market rates or reimbursement of costs.

In lieu of cash, the Advisor may elect to receive the payment of its fees and the reimbursement ofits expenses in shares of our common stock or OP Units, in any class of its choice. Any such shares orOP Units will be valued at the NAV per share or OP Unit applicable to such shares or OP Units onthe issue date. Such shares will not be subject to the Early Redemption Deduction under our shareredemption program. The Operating Partnership will repurchase any such OP Units for cash unless ourboard of directors determines that any such repurchase for cash would be prohibited by applicable lawor our charter, in which case such OP Units will be repurchased for shares of our common stock withan equivalent aggregate NAV.

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The table below provides information regarding fees paid to the Dealer Manager, the Advisor, andtheir affiliates in connection with our operations and this offering. This table includes amounts incurredfor the years ended December 31, 2019, 2018 and 2017, as well as amounts payable as of December 31,2019 and 2018.

For the Years Ended Payable as ofDecember 31, December 31, December 31,

(in thousands) 2019 2018 2017 2019 2018

Selling commissions—the Dealer Manager . . . . $ 6,391 $ 4,372 $ 203 $ — $ —Dealer manager fees—the Dealer Manager . . . 5,306 4,430 253 — —Offering costs—the Advisor or its affiliates,

including the Dealer Manager(1) . . . . . . . . . 7,150 13,270 849 21,269 14,119Distribution fees—the Dealer Manager(2) . . . . 12,545 7,938 406 16,856 7,625Organization costs—the Advisor or its

affiliates, including the Dealer Manager(1) . . — — 78 78 78Advisory fee—fixed component . . . . . . . . . . . . 4,585 901 — 593 200Advisory fee—performance component(3) . . . . 2,913 723 — 2,913 723Acquisition expense reimbursements—the

Advisor(4) . . . . . . . . . . . . . . . . . . . . . . . . . 3,068 4,900 — 182 3,500Other expense reimbursements—the Advisor(5) 1,963 1,195 185 473 299Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $43,921 $37,729 $1,974 $42,364 $26,544

(1) As of December 31, 2019, the Advisor had incurred $21.3 million of offering costs on our behalf.

(2) The distribution fees accrue daily and are payable monthly in arrears. The monthly amount ofdistribution fees payable is included in distributions payable on the condensed consolidated balancesheets. Additionally, we accrue for future estimated trailing amounts payable based on the sharesoutstanding as of the balance sheet date, which are included in distribution fees payable toaffiliates on the condensed consolidated balance sheets. The Dealer Manager will reallow thedistribution fees to participating broker dealers and broker dealers servicing accounts of investorswho own Class T shares and/or Class W shares.

(3) For the years ended December 31, 2019 and 2018, the performance component of the advisory feewas issued to the Sponsor in the form of Class I OP Units. On January 1, 2019, we issued 71,872Class I OP Units to the Sponsor as payment for the 2018 performance component of the advisoryfee and on February 1, 2020, we issued 289,074 Class I OP units to the Sponsor as payment for the2019 performance component of the advisory fee. In each case, the number of Class I OP Unitsissued was determined using the NAV per unit most recently determined by our board of directorsas of the date of issuance.

(4) Reflects amounts reimbursable to the Advisor for all expenses incurred by the Advisor and itsaffiliates on our behalf in connection with the selection, acquisition, development or origination ofan asset.

(5) Other expense reimbursements include certain expenses incurred in connection with the servicesprovided to us under the Advisory Agreement. These reimbursements include a portion ofcompensation expenses of individual employees of the Advisor, including certain of our namedexecutive officers, related to activities for which the Advisor does not otherwise receive a separatefee. We reimbursed the Advisor approximately $1.8 million, $0.9 million and $0.2 million for theyears ended December 31, 2019, 2018 and 2017, respectively, for such compensation expenses. Wereimbursed the Advisor approximately $65,000 and $61,000, respectively, for the year endedDecember 31, 2019, and $32,000 and $49,000, respectively, for the year ended December 31, 2018,for a portion of the salary, bonus and benefits of our principal financial officer, Thomas G.McGonagle, and our former principal executive officer, Dwight L. Merriman III, for servicesprovided to us. We also reimbursed the Advisor approximately $6,000 for a portion of the salary,bonus and benefits of the new principal executive officer, Jeffrey W. Taylor, for the period from

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December 10, 2019 to December 31, 2019. There were no amounts reimbursed to the Advisor forthe year ended December 31, 2017 for the salary, bonus and benefits of our principal financialofficer or our principal executive officer for services provided to us. Our principal executive officerand principal financial officer provide services to and receive additional compensation fromaffiliates of our Advisor that we do not reimburse. The remaining amount of other expensereimbursements relate to other general overhead and administrative expenses including, but notlimited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment,utilities, insurance, travel and entertainment.

Expense Support Agreement

We entered into an Expense Support Agreement with the Operating Partnership and the Advisorin October 2016, which was subsequently amended as of July 1, 2017 and January 1, 2019, or the‘‘Expense Support Agreement.’’ Pursuant to the Expense Support Agreement, the Advisor has agreedto defer certain fees and fund certain of our expenses, subject to the terms of the agreement. Asamended, the Expense Support Agreement provides that, effective for each quarter commencingJanuary 1, 2019 and ending June 30, 2020, the Advisor has agreed to defer payment of all or a portionof the fixed component of the advisory fee otherwise payable to it pursuant to the Advisory Agreement,if, for a particular quarter, the sum of (i) funds from operations, or ‘‘FFO’’, before taking intoconsideration any of the amounts paid to or by the Advisor pursuant to the Expense SupportAgreement, as disclosed in our quarterly and annual reports, (ii) our accrued acquisition expenses (netof any acquisition expenses paid by us or on our behalf), (iii) the performance component of theadvisory fee, (iv) any adjustment that has been made in calculating our FFO based on straight-line rentand amortization of above/below market leases, (v) organization and offering expenses reimbursed byus to the Advisor, and (vi) the fair market value gain amount, collectively, the ‘‘Expense SupportThreshold,’’ is less than the aggregate gross cash distributions declared for such quarter, assuming allsuch cash distributions had been declared at the aggregate distribution rate for Class I sharesauthorized by our board of directors for such quarter, or ‘‘Baseline Distributions.’’ For purposes ofcalculating the Expense Support Threshold, the ‘‘fair market value gain amount’’ is an amount equal toup to the total net realized and unrealized fair market value gain on the our real property investments,derivative instruments, and debt for a quarter. The Advisor, in its reasonable discretion, shall determinethe amount of such gain to be included in the calculation of the Expense Support Threshold eachquarter; provided, that, in no event shall the Advisor determine to include an amount of such gain thatcauses our NAV per share, as calculated in accordance with our valuation procedures for such quarter,to decrease below the lesser of (i) $10.00 per share and (ii) our most recently disclosed NAV per share.Further, for purposes of calculating the Expense Support Threshold, the amounts in each ofsubsections (ii), (iii), (iv), and (v) of the definition will be a positive number if it was a deduction incalculating our FFO for such quarter, and conversely will be a negative number if it was an addition incalculating our FFO for such quarter. For example, if straight-line rent and amortization of above/below-market leases was an addition in calculating our FFO, then it would be a negative number incalculating the Expense Support Threshold. The amount of the fixed component of the advisory feethat will be deferred for a particular quarter, if any, will equal the lesser of (i) the difference betweenthe Expense Support Threshold and Baseline Distributions for such quarter and (ii) the entire fixedcomponent of the advisory fee payable to the Advisor pursuant to the Advisory Agreement for suchquarter.

In addition, if in a given calendar quarter, the Expense Support Threshold is less than BaselineDistributions for such quarter, and the deferred fixed component of the advisory fee is not sufficient tosatisfy the shortfall for such quarter, or a ‘‘Deficiency,’’ the Advisor will be required to fund certain ofour or the Operating Partnership’s expenses in an amount equal to such Deficiency. In no event willthe aggregate of the fixed component of the advisory fee deferred by the Advisor and the Deficiencysupport payments made by the Advisor between October 2016 and the termination or expiration of theExpense Support Agreement exceed $15,000,000, or the ‘‘Maximum Amount.’’ Subject to certain

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conditions, the Advisor is entitled to reimbursement from us for any fixed component of the advisoryfee that is deferred and any Deficiency support payments that the Advisor makes pursuant to theExpense Support Agreement; provided, that, other than under certain circumstances in connection witha Liquidity Event (described below), we will not be obligated to reimburse the Advisor for any amountnot reimbursed by us to the Advisor within four years after the quarter in which such reimbursableamount originated. For any quarter in which the Expense Support Threshold exceeds BaselineDistributions for that quarter, the Expense Support Agreement requires that we reimburse the Advisorin an amount equal to the lesser of (i) the difference between the Expense Support Threshold andBaseline Distributions and (ii) the sum of all outstanding reimbursable amounts.

In connection with our completion of a Liquidity Event, we will reimburse the Advisor for anyoutstanding reimbursable amounts that have not been repaid, including amounts that have not beenreimbursed by us within four years after the quarter in which such reimbursable amount originated, orthe ‘‘Outstanding Reimbursable Amounts’’; provided that we will reimburse the Advisor in thesecircumstances only if the ‘‘Annual Total Return Amount’’ exceeds the ‘‘Total Return Hurdle’’ (each asdescribed below); and provided further that the amount of the reimbursement shall equal the lesser of(i) the sum of all Outstanding Reimbursable Amounts, or (ii) the maximum amount permitted to bereimbursed without causing the Annual Total Return Amount to be less than the Total Return Hurdle.For purposes of the Expense Support Agreement, ‘‘Annual Total Return Amount’’ means (i) acumulative, non-compounded pre-tax rate of return equal to (a) the sum of (x) the cumulative grossdistributions per share declared by us since the date on which we first issued shares to third-party retailinvestors in our public offering, or the ‘‘Inception Date’’, and (y) the ‘‘Ending NAV,’’ less $10.00 (thedeemed NAV on the Inception Date), (b) divided by $10.00, (ii) divided by the number of years,including fractional years, between the Inception Date and the Liquidity Event. ‘‘Ending NAV’’ meansthe NAV per share determined in connection with a Liquidity Event. In connection with a listing, theEnding NAV will be an amount equal to the per share market value of the listed shares based uponthe average closing price or, if the average closing price is not available, the average of the bid andasked prices, for the 30-day period beginning 90 days after such listing. Upon a Liquidity Event otherthan a listing, the Ending NAV shall be an amount equal to the per share consideration received bystockholders in connection with such Liquidity Event. For purposes of the Expense Support Agreement,‘‘Total Return Hurdle’’ means a non-compounded, pre-tax annual rate of return equal to 5%. IfOutstanding Reimbursable Amounts are payable to the Advisor, we will pay them prior to any paymentof any other distribution to any other party in connection with a Liquidity Event. Further, in the eventthat we terminate the Advisory Agreement without cause and not in connection with a Liquidity Event,any reimbursable amounts that have not expired or been repaid pursuant to the terms of the ExpenseSupport Agreement will become immediately due and payable to the Advisor. Our obligation toreimburse the Advisor will be non-interest bearing.

During the term of the Expense Support Agreement, we may be able to use cash flow fromoperations to pay distributions to our stockholders that would otherwise be used to pay the fixedcomponent of the advisory fee or expenses. Although the Expense Support Agreement has an effectiveterm through June 30, 2020, the Expense Support Agreement may be terminated prior thereto withoutcause or penalty by a majority of our independent directors upon 30 days’ prior written notice to theAdvisor. In addition, the Advisor’s obligations under the Expense Support Agreement will immediatelyterminate upon the earlier to occur of (i) the termination or non-renewal of the Advisory Agreement,(ii) our delivery of notice to the Advisor of our intention to terminate or not renew the AdvisoryAgreement, (iii) our completion of a Liquidity Event or (iv) the time the Advisor has deferred, waivedor paid the Maximum Amount. Further, the Advisor may elect to immediately terminate its obligationsunder the Expense Support Agreement if we modify the calculation of FFO. Except with respect to theearly termination events described above, any obligation of the Advisor to make payments under theExpense Support Agreement with respect to the calendar quarter ending June 30, 2020 will remainoperative and in full force and effect through the end of such quarter. When the Expense Support

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Agreement terminates, the Advisor will not have an obligation to defer fees or support expenses inorder to support our cash distributions. Notwithstanding the foregoing, amounts deferred or reimbursedpursuant to the Expense Support Agreement shall survive any termination or expiration and remainsubject to the reimbursement terms described above without modification.

The table below provides information regarding the fees deferred and expense support provided bythe Advisor, pursuant to the Expense Support Agreement. As of December 31, 2019, the aggregateamount paid by the Advisor pursuant to the Expense Support Agreement was $13.6 million, which hadbeen reimbursed to the Advisor in full as of that date. As of December 31, 2018, the aggregate amountpaid by the Advisor pursuant to the Expense Support Agreement was $7.5 million, and no amounts hadbeen reimbursed to the Advisor by us as of that date.

For the Year EndedDecember 31,

(in thousands) 2019 2018 2017

Fees deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,895 $ 901 $ —Other expenses supported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,243 4,682 1,735

Total expense support from Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,138 5,583 1,735Reimbursement of previously deferred fees and other expenses supported . (13,606) — —

Total expense support from (reimbursement to) Advisor, net(1) . . . . . . . . $ (7,468) $5,583 $1,735

(1) As of December 31, 2019, approximately $5.4 million was payable to the Advisor by us. As ofDecember 31, 2018 and 2017, $0.7 million and $0.2 million, respectively, of expense support waspayable to us by the Advisor.

Conflicts of Interest

The Advisor and certain of its affiliates are subject to conflicts of interest in connection with themanagement of our business affairs, including the following:

• The managers, directors, officers and other employees of the Advisor, its affiliates and relatedparties, must allocate their time between advising us and managing various other real estateprograms and projects and business activities in which they may be involved, which may benumerous and may change as programs are closed or new programs are formed;

• The compensation payable by us to the Advisor and its affiliates or related parties may not beon terms that would result from arm’s length negotiations between unaffiliated parties;

• We may purchase assets from, sell assets to, or enter into business combinations involvingcertain affiliates of the Advisor (if approved by a majority of our board of directors, including amajority of the independent directors, not otherwise interested in the transaction, as being fairand reasonable to us);

• We cannot guarantee that the terms of any joint venture entered into with affiliated entitiesproposed by the Advisor will be equally beneficial to us as those that would result from arm’slength negotiations between unaffiliated parties;

• We expect to compete with certain affiliates of direct or indirect owners of the Sponsor forcertain investments, including Black Creek Diversified Property Fund Inc., or ‘‘DPF’’, IndustrialProperty Trust Inc., or ‘‘IPT’’, Black Creek Industrial Fund LP, or ‘‘BCIF’’, and Build-To-CoreIndustrial Partnership III LLC, or ‘‘BTC III’’. In addition, our affiliate provides certainacquisition and asset management services to DPF’s advisor with respect to industrial realproperty pursuant to a subadvisor relationship. As a result, the Advisor and its affiliates are

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subject to certain conflicts of interest in evaluating the suitability of investment opportunitiesand making or recommending acquisitions on our behalf; certain of these entities may be givenpriority with respect to certain investment opportunities;

• Regardless of the quality of the assets acquired, the services provided to us or whether we makedistributions to our stockholders, the Advisor and its affiliates will receive certain fees inconnection with transactions involving the purchase, management and sale of our investments;

• The Advisor has incentives to recommend that we purchase properties using debt financing sincethe fixed component of the advisory fee that we pay to the Advisor will increase if we use debtfinancing to acquire properties;

• The Advisor and the Dealer Manager and the Advisor are related parties. As a result, (i) we donot have the benefit of an independent dealer manager, and (ii) you do not have the benefit ofan independent third-party review of this offering to the same extent as if the Dealer Managerwas unrelated to the Advisor; and

• The Advisor and parties related to, or affiliated with, the Advisor, including the DealerManager, will receive compensation from us. These compensation arrangements may cause theseentities to take or not to take certain actions. For example, these arrangements may provide anincentive for the Advisor to sell or not sell assets, or engage or not engage in other transactionssuch as a merger or listing. Considerations relating to compensation from us to the Advisor andits affiliates or related parties could result in decisions that are not in your best interests, whichcould result in a decline in the value of your investment.

For a more detailed discussion of these conflicts of interest, see ‘‘Conflicts of Interest’’ beginningon page 185 of this prospectus.

Our UPREIT Structure

An Umbrella Partnership Real Estate Investment Trust, which we refer to as ‘‘UPREIT,’’ is aREIT that holds all or substantially all of its assets through a partnership in which the REIT holds aninterest. We use this structure because, among other reasons, a sale of property directly to the REIT inexchange for cash or REIT shares, or a combination of cash and REIT shares, is generally a taxabletransaction to the selling property owner. In an UPREIT structure, an owner of a property who desiresto defer the taxable gain on the disposition of his property may transfer the property to the partnershipin exchange for units in the partnership and generally defer taxation of gain until the transferor latersells the units in the partnership or exchanges them, normally on a one-for-one basis, for REIT shares.If the REIT shares are publicly traded, the former property owner will achieve liquidity for hisinvestment. We believe that using an UPREIT structure gives us an advantage in acquiring desiredproperties from persons who may not otherwise transfer their properties because of unfavorable taxresults.

Our Operating Partnership

We own all of our assets directly or indirectly through our Operating Partnership or itssubsidiaries. We contributed $200,000 that we received from the Advisor to make an investment of$200,000 in the Operating Partnership in exchange for 20,000 partnership units in the OperatingPartnership, or ‘‘OP Units,’’ which represent our ownership interest as the general partner of theOperating Partnership. We have contributed, and expect to continue to contribute, the proceeds fromour public offerings to the Operating Partnership in exchange for OP Units, which represent ourownership interest as a limited partner of the Operating Partnership. The Sponsor has invested $1,000in the Operating Partnership as a limited partner and has been issued a separate class of OP Unitswhich constitute the Special Units. The holders of OP Units (other than us) generally have the right to

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cause the Operating Partnership to redeem all or a portion of their OP Units for, at our solediscretion, shares of our common stock, cash, or a combination of both.

Our Board of Directors

We operate under the direction of our board of directors, the members of which are accountableto us and our stockholders as fiduciaries. Our board of directors is responsible for the management andcontrol of our affairs. We currently have six members on our board of directors, four of whom areindependent of us, the Advisor and our respective affiliates. Our board of directors has established anAudit Committee, an Investment Committee, a Nominating and Corporate Governance Committee anda Conflicts Resolution Committee. Our board of directors may also establish a CompensationCommittee. The names and biographical information of our directors and officers are contained under‘‘Management—Directors and Executive Officers.’’

Our board of directors has adopted a delegation of authority policy and pursuant to such policy,has established a Combined Industrial Advisors Committee and delegated the authority for certainactions to the Combined Industrial Advisors Committee. The Combined Industrial Advisors Committeeis not a committee of our board of directors.

The Advisor

The Advisor was formed as a Delaware limited liability company on August 12, 2014. Inconnection with our formation, the Advisor invested $200,000 in the Company in exchange for 20,000shares of our Class A common stock, which were re-designated as Class I shares in May 2017. Pursuantto the terms of the Advisory Agreement, our Advisor manages our day-to-day operating and acquisitionactivities and implements our investment strategy. Under the Advisory Agreement, the Advisor mustuse reasonable efforts, subject to the oversight, review and approval of our board of directors, to,among other things, research, identify, review and make investments in and dispositions of investmentson our behalf consistent with our investment policies and objectives. The Advisor performs its dutiesand responsibilities under the Advisory Agreement as a fiduciary of ours and our stockholders. Theterm of the Advisory Agreement is for one year, subject to renewals by mutual consent of the partiesfor an unlimited number of successive one-year periods. Our officers and our affiliated directors are allemployees of an entity related to the Advisor.

The Sponsor

The Sponsor was formed as a Delaware limited liability company on August 12, 2014. The Sponsorcontributed $1,000 to the Operating Partnership in connection with its formation. The Sponsor, whichwholly-owns the Advisor, is presently directly or indirectly majority owned by the Principals and theSponsor is jointly controlled by the Principals.

Affiliates of the Advisor and Related Entities

Various affiliates of or parties related to the Advisor are involved in this offering and ouroperations. The Dealer Manager will provide dealer manager services to us in this offering. DividendCapital Exchange Facilitators LLC, which we refer to as the ‘‘Exchange Facilitator,’’ may assist ineffecting transactions related to potential private placements by the Operating Partnership oftenancy-in-common interests in real properties, Delaware statutory trust interests, and similar privateplacements. Furthermore, we expect that we may enter into, and the Advisor expects that it may enterinto, contractual arrangements with other related entities. We refer to each of the Advisor, theExchange Facilitator and other affiliates of the Advisor and Sponsor, as a ‘‘Sponsor affiliated entity’’and we refer to each of the Dealer Manager and other parties related to the Advisor and the Sponsoras a ‘‘Sponsor related party’’ and collectively we refer to all of them as ‘‘Sponsor affiliated entities andrelated parties.’’

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20APR202021450959

Structure Chart

The chart below shows the relationships among various Sponsor affiliated entities and relatedparties. The Sponsor, which owns the Advisor, is presently directly or indirectly majority owned by thePrincipals and the Sponsor and the Advisor are jointly controlled by the Principals. The DealerManager and the Exchange Facilitator are presently each directly or indirectly majority owned,controlled and/or managed by the Principals. As of the date of this prospectus, the Sponsor has notissued, but expects in the future to issue, equity or profits interests or derivatives thereof to certain ofits employees, affiliated or other unaffiliated individuals, consultants or other parties. However, none ofsuch transactions is expected to result in a change in control of the Sponsor. Percentage interestsreflected in the chart are as of April 16, 2020.

Black CreekCapital Markets, LLC

(the “Dealer Manager”) DealerManagerAgreement

Black Creeklndustrial REIT IV

Inc.

<0.1%100%

BCI IV Advisors GroupLLC

(the “Sponsor”)

BCI IV Advisors LLC(the “Advisor”)

BCI IV OperatingPartnership LP(the “Operating

Partership”)

Dividend CapitalExchange Facilitators LLC

(the “ExchangeFacilitator”)

Asset Owning Entities

AdvisoryAgreement

100 Special Units

General Partner(<0.001%)Limited Partner*(>99.6%)

100%

* The remaining limited partner interests are held by entities directly or indirectly majority owned,controlled and/or managed by the Principals.

Duration of the Offering

This offering commenced on September 5, 2019 and is expected to terminate on or beforeSeptember 5, 2021, unless extended by our board of directors in accordance with applicable SEC rules.Under applicable SEC rules, we may extend this offering one additional year if all of the shares wehave registered are not yet sold within two years. With the filing of a registration statement for asubsequent offering, we may also be able to extend this offering beyond three years until the follow-onregistration statement is declared effective. Pursuant to this prospectus, we are offering to the public allof the shares that we have registered. In certain states, the registration of this offering may continue foronly one year following the initial clearance by applicable state authorities, after which we will renewthe offering period for additional one-year periods (or longer, if permitted by the laws of each

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particular state). We reserve the right to terminate this offering at any time. Our board of directors, inits sole discretion, may determine from time to time during this offering to reclassify shares of ourcommon stock, as permitted by our charter, in order to offer shares of one or more additional classesof common stock in this offering. Any additional class of common stock may be offered at a differentprice and may be subject to different fees and expenses than the shares currently being offered.

A summary of capital raised through our public offerings (including shares sold through theprimary offering and distribution reinvestment plan (‘‘DRIP’’)) and the private offering, as of April 16,2020, is as follows:

Notes to(in thousands) Class T Class W Class I Stockholders(1) Total

Amount of gross proceeds raised:Primary offering . . . . . . . . . . . . . . . . . . . $1,081,714 $53,145 $20,267 $ — $1,155,126DRIP . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,537 713 457 — 17,707Private offering(2) . . . . . . . . . . . . . . . . . 62 — 62 376 500

Total offering . . . . . . . . . . . . . . . . . . . . . $1,098,313 $53,858 $20,786 $376 $1,173,333

Number of shares issued:Primary offering . . . . . . . . . . . . . . . . . . . 102,890 5,288 2,039 — 110,217DRIP . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,646 71 46 — 1,763Private offering(2) . . . . . . . . . . . . . . . . . 7 — 7 — 14Stock dividends . . . . . . . . . . . . . . . . . . . — 6 3 — 9

Total offering . . . . . . . . . . . . . . . . . . . . . 104,543 5,365 2,095 — 112,003

(1) Amount relates to notes payable issued to investors in our private offering.

(2) Our private offering closed on December 1, 2016.

Estimated Use of Proceeds

Assuming that 75% of the primary offering gross proceeds come from sales of Class T shares, 15%of primary offering gross proceeds come from sales of Class W shares and 10% of primary offeringgross proceeds come from sales of Class I shares, our management team expects to investapproximately 95.5% to 96.4% of the gross offering proceeds to acquire real property, debt and otherinvestments as described above. If all of our primary offering gross proceeds come from sales ofClass T shares, we expect to invest approximately 94.4% to 95.5% of the gross offering proceeds. Theactual percentage of offering proceeds used to make investments will depend on the number of primaryshares sold and the number of shares sold pursuant to our distribution reinvestment plan as well aswhether we sell more or less than we have assumed of any of the Class T shares, Class W shares orClass I shares. We have assumed what percentage of shares of each class will be sold based ondiscussions with the Dealer Manager and broker dealers, but there can be no assurance as to howmany shares of each class will be sold. In addition, as noted below, until the net proceeds from ourpublic offerings are fully invested and from time to time thereafter, we may not generate sufficient cashflow from operations to fully fund distributions. Therefore, some or all of our distributions may be paidfrom other sources, which may include the net proceeds from our public offerings. We have notestablished a cap on the amount of our distributions that may be paid from any of these sources.

Distribution Policy

We have elected to be taxed as a REIT for U.S. federal income tax purposes, commencing withthe taxable year ended December 31, 2017 and we intend to continue to operate in accordance withthe requirements for qualification as a REIT. In order to qualify as a REIT, among other requirements,

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we are generally required to distribute 90% of our annual REIT taxable income (determined withoutregard to the dividends paid deduction and our net capital gain or loss) to our stockholders. Prior tothe third quarter of 2017, cash distributions were paid on a quarterly basis and were calculated for eachday the stockholder had been a stockholder of record during such quarter. Beginning with the thirdquarter of 2017, cash distributions have been paid on a monthly basis and are calculated as of monthlyrecord dates. Your distributions will accrue on the first record date after you become a record owner ofour common stock, subject to our board of directors declaring a distribution for record owners as ofsuch date. We accrue the amount of declared distributions as a liability on the record date, and suchliability will be accounted for in determining the NAV. We reserve the right to adjust the periods duringwhich distributions accrue and are paid. See ‘‘Description of Capital Stock—Distributions.’’

Until the proceeds from our public offerings are fully invested and from time to time thereafter,we may not generate sufficient cash flow from operations or funds from operations to fully funddistributions. Therefore, some or all of our cash distributions may be paid from other sources, such ascash flows from financing activities, which may include borrowings and net proceeds from primaryshares sold in this offering, proceeds from the issuance of shares pursuant to our distributionreinvestment plan, cash resulting from a waiver or deferral of fees or expense reimbursementsotherwise payable to the Advisor or its affiliates, cash resulting from the Advisor or its affiliates payingcertain of our expenses, proceeds from the sales of assets, and from our cash balances. There is nolimit on distributions that may be made from these sources, however, our Advisor and its affiliates areunder no obligation to defer or waive fees in order to support our distributions. The amount of anydistributions will be determined by our board of directors and will depend on, among other things,current and projected cash requirements, tax considerations and other factors deemed relevant by ourboard.

We intend to continue to accrue and make distributions on a regular basis. For the year endedDecember 31, 2019, approximately 8.9% of our total gross distributions were paid from cash flows fromoperating activities, as determined on a GAAP basis, and 91.1% of our total gross distributions werefunded from sources other than cash flows from operating activities, as determined on a GAAP basis;specifically 30.2% of our total gross distributions were paid from cash provided by expense supportfrom the Advisor, 10.9% of our total gross distributions were funded with proceeds from financingactivities and 50.0% of our total gross distributions were funded with proceeds from shares issuedpursuant to our distribution reinvestment plan. For the year ended December 31, 2018, 100.0% of ourtotal gross cash distributions were funded from sources other than cash flows from operating activities,as determined on a GAAP basis; specifically 51.9% of our total gross cash distributions were paid fromcash provided by expense support from the Advisor, and 48.1% of our total gross cash distributionswere funded with proceeds from shares issued pursuant to our distribution reinvestment plan. Some orall of our future cash distributions may be paid from sources other than cash flows from operatingactivities, such as cash flows from financing activities, which include borrowings (including borrowingssecured by our assets), proceeds from the issuance of shares pursuant to our distribution reinvestmentplan, proceeds from sales of assets, cash resulting from a waiver or deferral of fees otherwise payableto the Advisor or its affiliates (including cash received pursuant to the Expense Support Agreement asdescribed in ‘‘Prospectus Summary—Compensation to the Advisor and Affiliates—Expense SupportAgreement’’ and ‘‘Management Compensation—Expense Support Agreement’’), interest income fromour cash balances, and the net proceeds from primary shares sold in this offering. We have notestablished a cap on the amount of our cash distributions that may be paid from any of these sources.The amount of any cash distributions will be determined by our board of directors, and will depend on,among other things, current and projected cash requirements, tax considerations and other factorsdeemed relevant by our board.

For the first and second quarter of 2020, our board of directors authorized monthly cashdistributions to all common stockholders of record as of the close of business on the last business day

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of each month for the first and second quarter of 2020, or January 31, 2020, February 29, 2020,March 31, 2020, April 30, 2020, May 31, 2020, and June 30, 2020 (each a ‘‘distribution record date’’).The distributions were authorized at a quarterly rate of (i) $0.13625 per Class I share of common stockand (ii) $0.13625 per Class T share and per Class W share of common stock, less the respective annualdistribution fees that are payable monthly with respect to such Class T shares and Class W shares. Thisquarterly rate is equal to a monthly rate of (i) $0.04542 per Class I share of common stock and(ii) $0.04542 per Class T share and per Class W share of common stock, less the respective annualdistribution fees that are payable with respect to such Class T shares and Class W shares. Cashdistributions for each month of the first and second quarter of 2020 have been or will be paid in cashor reinvested in shares of our common stock for those electing to participate in our distributionreinvestment plan following the close of business on the respective distribution record date applicableto such monthly distributions.

There can be no assurances that the current distribution rate or amount per share will bemaintained. In the near-term, we expect that we may need to continue to rely on expense support fromthe Advisor and sources other than cash flows from operations, as determined on a GAAP basis, to paycash distributions, which if insufficient could negatively impact our ability to pay cash distributions. See‘‘Prospectus Summary—Compensation to the Advisor and Affiliates—Expense Support Agreement’’and ‘‘Management Compensation—Expense Support Agreement’’ for further detail regarding thewaiver and expense support agreement among us, the Operating Partnership and the Advisor.

The following table outlines sources used, as determined on a GAAP basis, to pay total gross cashdistributions (which are paid in cash or reinvested in shares of our common stock through ourdistribution reinvestment plan (‘‘DRIP’’)) for the quarters ended as of the dates indicated below:

Source of Cash Distributions

Provided by Provided by Proceeds fromExpense Operating Financing Proceeds from Gross

($ in thousands) Support(1) Activities Activities DRIP(2) Distributions(3)

2019December 31 . . . . . $ 947 14.8% $ — —% $2,216 34.6% $ 3,242 50.6% $ 6,405September 30 . . . . . 1,776 31.2 1,057 18.5 — — 2,866 50.3 5,699June 30 . . . . . . . . . 2,120 45.2 256 5.5 — — 2,319 49.4 4,695March 31 . . . . . . . . 1,295 36.6 503 14.2 — — 1,744 49.2 3,542

Total . . . . . . . . . . . $6,138 30.2% $1,816 8.9% $2,216 10.9% $10,171 50.0% $20,341

2018December 31 . . . . . $1,153 51.1% $ — —% $ — —% $ 1,102 48.9% $ 2,255September 30 . . . . . 751 52.4 — — — — 681 47.6 1,432June 30 . . . . . . . . . 452 53.1 — — — — 399 46.9 851March 31 . . . . . . . . 207 51.2 — — — — 197 48.8 404

Total . . . . . . . . . . . $2,563 51.9% $ — —% $ — —% $ 2,379 48.1% $ 4,942

(1) For the years ended December 31, 2019 and 2018, the Advisor provided expense support of$6.1 million and $5.6 million, respectively. See ‘‘Compensation to the Advisor and its Affiliates—Expense Support Agreement’’ for further detail on the expense support provided for the yearsended December 31, 2019 and 2018.

(2) Stockholders may elect to have cash distributions reinvested in shares of our common stockthrough our distribution reinvestment plan.

(3) Gross distributions are total distributions before the deduction of any distribution fees relating toClass T shares and Class W shares issued in the primary portion of our initial public offering.

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For the years ended December 31, 2019 and 2018, our cash flows provided by operating activitieson a GAAP basis were $6.5 million and $3.2 million, respectively, as compared to our aggregate totalgross distributions declared (which are paid in cash or reinvested in shares issued pursuant to ourdistribution reinvestment plan) of $20.3 million and $4.9 million, respectively. See ‘‘ProspectusSummary—Compensation to the Advisor and Affiliates—Expense Support Agreement’’ and‘‘Management Compensation—Expense Support Agreement’’ for a description of the expense supportagreement.

We believe that our funds from operations, as defined by NAREIT, or ‘‘NAREIT FFO,’’ loss of$0.8 million, or $0.09 per share, as compared to the total gross distributions declared (which are paid incash or reinvested in shares offered through our distribution reinvestment plan) of $25.5 million, or$1.75 per share, for the period from inception (August 12, 2014) to December 31, 2019, are notindicative of future performance as we recently initiated the acquisition phase of our life cycle. See‘‘Selected Financial Data’’ for additional information concerning NAREIT FFO and a reconciliation ofNAREIT FFO to our net income (loss) as determined on a GAAP basis.

Distribution Reinvestment Plan

You may choose to enroll as a participant in our distribution reinvestment plan by completing thesubscription agreement, the enrollment form or by other written notice to the plan administrator.Participation in the plan will begin with the next distribution made after acceptance of your writtennotice. As a participant, the cash distributions attributable to the class of shares that you own willautomatically be reinvested in additional shares of the same class. The cash distributions you receivewill be reinvested in shares of our common stock at the transaction price in effect on the distributiondate. However, our board of directors may determine, in its sole discretion, to have any distributionspaid in cash without notice to participants, without suspending the plan and without affecting the futureoperation of the plan with respect to participants. Our board of directors may amend, suspend orterminate the distribution reinvestment plan in its discretion at any time upon 10 days’ notice to you.We may provide notice by including such information (a) in a Current Report on Form 8-K or in ourannual or quarterly reports, all publicly filed with the SEC or (b) in a separate mailing to theparticipants. Following any termination of the distribution reinvestment plan, all subsequentdistributions to stockholders would be made in cash.

Share Redemption Program

We expect that there will be no regular secondary trading market for shares of our common stock.While you should view your investment as long term with limited liquidity, we have adopted a shareredemption program applicable to all shares of our common stock, whereby stockholders who havepurchased shares from us or received their shares through a non-cash transaction, not in the secondarymarket, may receive the benefit of limited liquidity by presenting for redemption to us all or anyportion of those shares in accordance with the procedures and subject to certain conditions andlimitations described in ‘‘Description of Capital Stock—Share Redemption Program.’’ To the extent ourboard of directors determines that we have sufficient available cash for redemptions, we initially intendto redeem shares under our share redemption program on a monthly basis; however, our board ofdirectors may determine from time to time to adjust the timing of redemptions or suspend, terminateor otherwise modify our share redemption program.

While stockholders may request on a monthly basis that we redeem all or any portion of theirshares pursuant to our share redemption program, we are not obligated to redeem any shares and maychoose to redeem only some, or even none, of the shares that have been requested to be redeemed inany particular month, in our discretion. In addition, our ability to fulfill redemption requests is subjectto a number of limitations. As a result, share redemptions may not be available each month. Under ourshare redemption program, to the extent we determine to redeem shares in any particular month, we

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will only redeem shares as of the last calendar day of that month (each such date, a ‘‘RedemptionDate’’). Redemptions will be made at the transaction price in effect on the Redemption Date, exceptthat shares that have not been outstanding for at least one year will be redeemed at 95% of thetransaction price and Class T shares that have been outstanding for at least one year but less than twoyears will be redeemed at 97.5% of the transaction price. Each of these deductions is referred to as anEarly Redemption Deduction. An Early Redemption Deduction will not be applied to Class W sharesand Class I shares that have been outstanding for at least one year and Class T shares that have beenoutstanding for at least two years. An Early Redemption Deduction may be waived in certaincircumstances including: (i) in the case of redemption requests arising from the death or qualifieddisability of the holder; (ii) in the event that a stockholder’s shares are redeemed because thestockholder has failed to maintain the $2,000 minimum account balance; or (iii) with respect to sharespurchased through our distribution reinvestment plan or received from us as a stock dividend. To haveyour shares redeemed, your redemption request and required documentation must be received in goodorder by 4:00 p.m. (Eastern time) on the second to last business day of the applicable month.Settlements of share redemptions will be made within three business days of the Redemption Date. Aninvestor may withdraw its redemption request by notifying the transfer agent before 4:00 p.m. (Easterntime) on the last business day of the applicable month.

Under our share redemption program, we may redeem during any calendar month shares whoseaggregate value (based on the price at which the shares are redeemed) is 2% of our aggregate NAV asof the last calendar day of the previous quarter and during any calendar quarter whose aggregate value(based on the price at which the shares are redeemed) is up to 5% of our aggregate NAV as of the lastcalendar day of the prior calendar quarter. During a given quarter, if in each of the first two months ofsuch quarter the 2% redemption limit is reached and stockholders’ redemptions are reduced pro ratafor such months, then in the third and final month of that quarter, the applicable limit for such monthwill likely be less than 2% of our aggregate NAV as of the last calendar day of the previous monthbecause the redemptions for that month, combined with the redemptions in the previous two months,cannot exceed 5% of our aggregate NAV as of the last calendar day of the prior calendar quarter.

Although the vast majority of our assets consist of properties that cannot generally be readilyliquidated on short notice without impacting our ability to realize full value upon their disposition, weintend to maintain a number of sources of liquidity including (i) cash equivalents (e.g. money marketfunds), other short-term investments, U.S. government securities, agency securities and liquid realestate-related securities and (ii) one or more borrowing facilities. We may fund redemptions from anyavailable source of funds, including operating cash flows, borrowings, proceeds from our publicofferings and/or sales of our assets.

Should redemption requests, in our judgment, place an undue burden on our liquidity, adverselyaffect our operations or risk having an adverse impact on the Company as a whole, or should weotherwise determine that investing our liquid assets in real properties or other illiquid investmentsrather than redeeming our shares is in the best interests of the company as a whole, then we maychoose to redeem fewer shares than have been requested to be redeemed, or none at all. In the eventthat we determine to redeem some but not all of the shares submitted for redemption during anymonth for any of the foregoing reasons, shares submitted for redemption during such month will beredeemed on a pro rata basis. All unsatisfied redemption requests must be resubmitted after the startof the next month or quarter, or upon the recommencement of the share redemption program, asapplicable. If the transaction price for the applicable month is not made available by the tenth businessday prior to the last business day of the month (or is changed after such date), then no redemptionrequests will be accepted for such month and stockholders who wish to have their shares redeemed thefollowing month must resubmit their redemption requests. See ‘‘Description of Capital Stock—ShareRedemption Program.’’

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Emerging Growth Company

We are an ‘‘emerging growth company,’’ as defined in the Jumpstart Our Business Startups Act, orthe ‘‘JOBS Act.’’ For as long as we continue to be an emerging growth company, we may takeadvantage of exemptions from various reporting requirements that are applicable to other publiccompanies that are not emerging growth companies, including not being required to comply with theauditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the ‘‘Sarbanes-Oxley Act,’’ reduced disclosure obligations regarding executive compensation in our periodic reportsand proxy statements and exemptions from the requirements of holding a nonbinding advisory vote onexecutive compensation and stockholder approval of any golden parachute payments not previouslyapproved. Although these exemptions will be available to us, they will not have a material impact onour public reporting and disclosure. We are deemed a ‘‘non-accelerated filer’’ under the SecuritiesExchange Act of 1934, or the ‘‘Exchange Act,’’ and as a non-accelerated filer, we are permanentlyexempt from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. In addition, because we have no employees, we do not have any executive compensation orgolden parachute payments to report in our periodic reports and proxy statements.

We could be an emerging growth company for up to five years, although circumstances could causeus to lose that status earlier. We will remain an ‘‘emerging growth company’’ until the earliest to occurof (i) December 31, 2021, which is the last day of the fiscal year during which our total annualrevenues equal or exceed $1.0 billion (subject to adjustment for inflation), (ii) the last day of the fiscalyear following the fifth anniversary of the date on which we accepted the first subscription in our initialpublic offering, (iii) the date on which we have, during the previous three-year period, issued morethan $1.0 billion in non-convertible debt, or (iv) the date on which we are deemed a ‘‘large acceleratedfiler’’ under the Exchange Act.

Under the JOBS Act, emerging growth companies can also delay the adoption of new or revisedaccounting standards until such time as those standards apply to private companies. We are choosing to‘‘opt out’’ of such extended transition period, and as a result, we will comply with new or revisedaccounting standards on the relevant dates on which adoption of such standards is required fornon-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out ofthe extended transition period for complying with new or revised accounting standards is irrevocable.

Investment Company Act of 1940 Exemption

We intend to conduct the operations of the Company and its subsidiaries so that none of them willbe required to register as an investment company under the Investment Company Act.

Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuerthat is or holds itself out as being engaged primarily, or proposes to engage primarily, in the businessof investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Actdefines an investment company as any issuer that is engaged or proposes to engage in the business ofinvesting, reinvesting, owning, holding or trading in securities and that owns or proposes to acquireinvestment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive ofU.S. Government securities and cash items) on an unconsolidated basis, or the ‘‘40% test.’’ Excludedfrom the term ‘‘investment securities,’’ among other things, are U.S. Government securities andsecurities issued by majority-owned subsidiaries that are not themselves investment companies and arenot relying on the exception from the definition of investment company set forth in Section 3(c)(1) orSection 3(c)(7) of the Investment Company Act.

We conduct our businesses primarily through the Operating Partnership, a wholly-ownedsubsidiary, and expect to establish other direct or indirect majority-owned subsidiaries to carry outspecific activities. Although we reserve the right to modify our business methods at any time, at thetime of this offering our business primarily involves investments in real estate, buildings, and other

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assets that can be referred to as ‘‘sticks and bricks’’ and therefore we will not be an investmentcompany under Section 3(a)(1)(A) of the Investment Company Act. We also may invest in other realestate investments such as real estate-related securities, and will otherwise be considered to be in thereal estate business. Both we and the Operating Partnership intend to conduct our operations so thatneither will hold investment securities in excess of the limit imposed by the 40% test and neither willbe primarily engaged in or hold itself out as being engaged primarily in the business of investing,reinvesting or trading in securities. Therefore, we expect that we and the Operating Partnership will notbe subject to regulation as an investment company under the Investment Company Act. The securitiesissued to the Operating Partnership and to the Company by their respective wholly-owned or majority-owned subsidiaries that are neither investment companies nor relying on Sections 3(c)(1) or 3(c)(7) ofthe Investment Company Act, as discussed above, will not be investment securities for the purpose ofthe 40% test.

We may in the future organize special purpose subsidiaries of the Operating Partnership that willrely on Section 3(c)(7) for their Investment Company Act exclusion and, therefore, the OperatingPartnership’s interest in each of these subsidiaries would constitute an ‘‘investment security’’ forpurposes of determining whether the Operating Partnership satisfies the 40% test. However, as statedabove, we expect that even in such a situation most of our other majority-owned subsidiaries will notmeet the definition of investment company or, if they meet the definition, they will not rely on theexclusions under either Section 3(c)(1) or 3(c)(7) of the Investment Company Act. Consequently, weexpect that our interests in these subsidiaries (which we expect will constitute more than 60% of ourassets on an unconsolidated basis) will not constitute investment securities, and we expect to be able toconduct our operations so that we are not required to register as an investment company under theInvestment Company Act, even if some special purpose subsidiaries do rely on Section 3(c)(7).

One or more of our subsidiaries or subsidiaries of the Operating Partnership may seek to qualifyfor an exclusion from the definition of investment company under the Investment Company Actpursuant to other provisions of the Investment Company Act, such as Section 3(c)(5)(C) which isavailable for entities ‘‘primarily engaged in the business of purchasing or otherwise acquiring mortgagesand other liens on and interests in real estate.’’ This exclusion, as interpreted by the staff of the SEC,generally requires that at least 55% of an entity’s portfolio be comprised of qualifying interests (i.e.actual interests in real estate and loans or liens actually backed by real estate) and an additional 25%of the entity’s portfolio consist of real estate-related interests (as such term has been interpreted by thestaff of the SEC. We expect our subsidiaries to rely on guidance published by the SEC or the staff ofthe SEC or on our own analyses of guidance published with respect to other types of assets todetermine which assets are qualifying interests and real estate-related interests.

In August 2011, the SEC solicited public comment on a wide range of issues relating toSection 3(c)(5)(C), including the nature of the assets that qualify for purposes of the exclusion andwhether mortgage REITs should be regulated in a manner similar to investment companies. Althoughthe SEC and its staff have not taken any action as a result of such public comment process, there canbe no assurance that the laws and regulations governing the Investment Company Act status of REITs(and/or their subsidiaries), including the guidance of the SEC or its staff regarding this exclusion, willnot change in a manner that adversely affects our operations. To the extent that the SEC or its staffpublishes new or different guidance with respect to these matters, we may be required to adjust ourstrategy accordingly. Any additional guidance could provide additional flexibility to us, or it couldfurther inhibit our ability to pursue the strategies we have chosen.

We will monitor our holdings and those of our subsidiaries to ensure continuing and ongoingcompliance with these tests, and we will be responsible for making the determinations and calculationsrequired to confirm our compliance with these tests. If the SEC or its staff does not agree with ourdeterminations, we may be required to adjust our activities, those of the Operating Partnership, orother subsidiaries.

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Qualification for these exclusions could affect our ability to acquire or hold investments, or couldrequire us to dispose of investments that we might prefer to retain in order to remain qualified forsuch exclusions. Changes in current policies by the SEC and its staff could also require that we alterour business activities for this purpose. If we or our subsidiaries fail to maintain an exclusion from theInvestment Company Act, we could, among other things, be required either to (i) change the mannerin which we conduct our operations to avoid being required to register as an investment company,(ii) effect sales of our assets in a manner that, or at a time when, we would not otherwise choose to doso, or (iii) register as an investment company, any of which would negatively affect the value of sharesof our common stock, the sustainability of our business model, and our ability to make distributions.See ‘‘Risk Factors’’ for a discussion of certain risks associated with the Investment Company Act.

Impact of COVID-19

The global pandemic and resulting shut down of large parts of the U.S. economy has createdsignificant uncertainty and enhanced investment risk across many asset classes, including real estate.However, we believe we are well positioned to navigate this unprecedented period. Over the past threemonths, we have raised over $600.0 million in new equity capital. As a result, our balance sheet atMarch 31, 2020 was strong with less than 30% leverage and over $500.0 million of cash as of the dateof this Supplement. In addition, our portfolio was 98.3% leased as of March 31, 2020 and is diversifiedacross 46 assets totaling 8.6 million square feet. Our buildings contain a diverse roster of 101customers, large and small, spanning a multitude of industries and sectors across 14 markets, with astrategic overweighting towards top tier markets where we have historically seen the lowest volatilitycombined with positive returns over time. Our NAV as of March 31, 2020 is $10.06 per share, which isflat relative to the previous month’s NAV per share and our distribution represents a 5.17% annualizedyield before the effect of annual distribution fees that are payable with respect to Class T shares andClass W shares.

As an active, hands on real estate operator, Black Creek Group’s tenured and experienced assetmanagement teams are working directly with our customers to manage through these turbulent times.Within our existing portfolio, the significant S-3 majority o our customers continue to pay theirscheduled rent. However, many of our customers’ businesses have been disrupted and some of ourmore impacted customers are experiencing lost revenue. Based on rent collections to date, we currentlyproject to collect approximately 80% of our scheduled April rent across the portfolio this month,compared to average annual collections of over 99% prior to the pandemic. To date, we have receivedrent relief requests from customers representing approximately 20% of our portfolio, based on squarefeet. Our teams are working with these customers to ensure they take advantage of any availableinsurance and government stimulus programs, which may help them pay rent whether in full or in part.Where appropriate, we are working to restructure leases to provide temporary rent relief needed bycertain customers while positioning ourselves to recapture abated rent over time. While the uncertainlength and depth of the damage from business disruptions remain a significant risk, we believe ourNAV as of March 31, 2020 currently reflects this short-term uncertainty, as the Independent ValuationFirm has proactively increased credit loss reserves that may result from forbearance agreements orincreased vacancies in the broader market. Going forward, the market disruption may slow our pace ofdeployment as sellers may be less willing to transact. Slower deployment of capital into incomeproducing real estate further reduces cash flow generated to cover our distributions to our stockholdersand may be a drag on our NAV in the absence of asset appreciation or expense support from theAdvisor. However, our strong balance sheet and ability as an operator will allow us to be a patientbuyer of assets in order to maximize long-term total return and value creation.

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QUESTIONS AND ANSWERS ABOUT THIS OFFERING

Set forth below are some of the more frequently asked questions and answers relating to ourstructure, our management, our business and an offering of this type.

Questions and Answers Relating to our Structure, Management and Business

Q: WHAT IS A ‘‘REIT’’?

A: In general, a REIT is a company that:

• Offers the benefits of a diversified real estate portfolio under professional management;

• Is required to make distributions to investors of at least 90% of its taxable income (excludingnet capital gains) for each year and meet certain other qualification requirements;

• Prevents the federal ‘‘double taxation’’ treatment of income that generally results frominvestments in a corporation because a REIT is not generally subject to federal corporateincome taxes on the portion of its net income that is distributed to the REIT’s stockholders; and

• Combines the capital of many investors to acquire or provide financing for real estate assets.

Q: WHO IS BLACK CREEK GROUP?

A: Black Creek Group is an experienced real estate investment management firm that, through itsaffiliates and sponsored funds and companies, has acquired and/or developed more than$21.1 billion of real estate assets through December 31, 2019. Over its more than 25-year history,Black Creek Group has sponsored 24 investment platforms, including 18 institutional and six retailfunds, and managed a diverse spectrum of commercial real estate—including office, industrial,retail and multifamily. Black Creek Group sponsored companies offer a range of investmentsolutions for both institutional and wealth management channels.

Q: WHY DO YOU PLAN ON FOCUSING YOUR INVESTMENTS ON INDUSTRIAL PROPERTIES?

A: We believe that ownership of industrial properties may have certain potential advantages relativeto ownership of other classes of real estate, including but not limited to the following:

• We believe that industrial properties generally exhibit lower rent volatility than other types ofcommercial real estate, resulting in greater revenue stability;

• We believe that, because industrial properties are often leased on a net basis, meaning thecustomer undertakes to pay all the expenses of maintaining the leased property, typicallyincluding as insurance, taxes, utilities and repairs, the owner has limited cost responsibilities;

• We believe that operating costs and capital improvement costs are generally lower for industrialproperties;

• We believe that, because industrial properties contain generic-use space, well-located buildingstend to better hold their value, with older buildings often earning rents more closely comparableto those of newer buildings;

• We believe that value in the industrial sector is primarily driven by location and access totransportation infrastructure, not by aesthetics, which helps to significantly slow the pace ofbuilding obsolescence;

• We believe that the diversity of customers in the industrial sector is broad and generally tracksthe overall economy, reducing risk and providing greater cash flow stability; and

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• We believe that consumers’ continual demand for greater product selection and deliverymethodologies (including e-commerce fulfillment) will drive the demand for additional industrialspace.

We believe that based on these factors, among others, cash flows generated by industrial propertiesshould exhibit greater stability and certainty than those generated by other types of real estateassets.

Although our management team believes that there may be certain advantages to investing inindustrial properties, by focusing on industrial properties, we will not have the advantage of aportfolio of properties that is diversified across different property types. As a result, we will beexposed to risks or trends that have a greater impact on the market for industrial properties.These risks or trends may include, for example, the movement of manufacturing facilities toforeign markets which have lower labor or production costs, transportation or distribution trendswhich may change user demand for distribution space on a national or regional basis, and othereconomic trends or events which would cause industrial properties to under-perform otherproperty types.

Q: WHAT IS THE EXPERIENCE OF THE ADVISOR’S MANAGEMENT TEAM?

A: The key members of the Advisor’s management team include, in alphabetical order, Rajat Dhanda,David M. Fazekas, Andrea L. Karp, Brian R. Lange, Thomas G. McGonagle, Dwight L.Merriman III, Lainie P. Minnick, James R. Mulvihill, Taylor M. Paul, Scott W. Recknor, Scott A.Seager, Jeffrey W. Taylor, Peter M. Vanderburg, J. R. Wetzel, Joshua J. Widoff and Evan H.Zucker. The Advisor’s management team collectively has substantial experience, spanning anaverage of more than 20 years, in various aspects of acquiring, owning, managing, financing andoperating commercial real estate across diverse property types, as well as in the asset allocationand investment management of real estate, debt and other investments.

Certain affiliates of the Sponsor, directly or indirectly through affiliated entities, have sponsoredfour public REITs including Keystone Property Trust (New York Stock Exchange(‘‘NYSE’’): KTR), (formerly known as American Real Estate Investment Corp.), which wasacquired by ProLogis Trust (NYSE: PLD) in August 2004, DCT Industrial Trust Inc. (formerlyknown as Dividend Capital Trust Inc. and which we refer to herein as ‘‘DCT’’) (NYSE: DCT),Industrial Income Trust Inc., or ‘‘IIT,’’ DPF and IPT. Owners of the Sponsor, directly or indirectlythrough affiliated entities, have also sponsored numerous private entities.

Collectively, as of December 31, 2019, the public and private real estate programs sponsored bycertain direct and/ or indirect owners of the Sponsor, together with their affiliates and others, hadraised approximately $16.9 billion of equity capital and equity capital commitments and hadpurchased interests in real properties and loans secured by real properties having combinedacquisition and development costs of approximately $21.1 billion. Please see ‘‘Management—Directors and Executive Officers’’ and ‘‘The Advisor and The Advisory Agreement—The Advisor’’for additional information concerning the experience of the Advisor’s management team.

Q: WHO WILL CHOOSE WHICH INVESTMENTS TO MAKE?

A: The Advisor will choose which real property, debt and other investments to make based on specificinvestment objectives and criteria, including preserving and protecting our stockholders’ capitalcontributions, providing current income to our stockholders in the form of regular cashdistributions and realizing capital appreciation upon the potential sale of our assets, and subject tothe direction, oversight and approval of our board of directors, and under certain circumstances,our Investment Committee. If we are considering purchasing an investment from an affiliate, a

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majority of our board of directors (including a majority of our independent directors) will need toapprove such investment.

Q: WHAT IS THE LIQUIDITY EVENT HISTORY OF PROGRAMS SPONSORED BY YOURADVISOR?

A: Certain affiliates and owners of the Advisor, directly or indirectly through affiliated entities,collectively or in various combinations, previously sponsored DCT and IIT and currently sponsorDPF and IPT. Three of these four REITs have had a liquidity event. The following summary setsforth additional details with respect to each of these REITs.

DCT initially sold shares of its common stock to investors from February 2003 through January2006 at share prices that ranged from $10.00 to $10.50 per share in various public offerings. DCT’scharter included an investment objective to provide its stockholders with liquidity within 10 yearsafter the commencement of its initial public offering, which occurred in February 2003. DCT’sliquidity event occurred in December 2006, when DCT completed a listing on the NYSE at anoffering price of $12.25 per share.

IIT sold shares of its common stock to investors from December 2009 through April 2012 at ashare price of $10.00 per share in its initial public offering. IIT sold shares of its common stockpursuant to a follow-on offering from April 2012 through July 2013 at a share price of $10.40 pershare. IIT announced an estimated NAV per share of its common stock of $11.04 as ofDecember 31, 2014. IIT’s offering documents indicated an intention to consider alternatives toeffect a liquidity event for its stockholders beginning seven to 10 years following the investment ofsubstantially all of the net proceeds from its public offerings. On November 4, 2015, IIT completedits merger with and into Western Logistics II LLC, or ‘‘WL II,’’ an affiliate of Global LogisticProperties Limited, or ‘‘GLP,’’ in an all cash transaction valued at approximately $4.55 billion,subject to certain transaction costs. In connection with the closing, stockholders of IIT were paid acash distribution of $10.56 per share, as well as a distribution of units of beneficial interest in theliquidating trust described below, or the ‘‘DC Industrial Liquidating Trust.’’ Academy Partners Ltd.Liability Company, or ‘‘Academy Partners,’’ is the former owner of the names ‘‘Industrial IncomeTrust Inc.,’’ ‘‘Industrial Income Trust’’ and ‘‘IIT,’’ which we refer to collectively as the‘‘Trademarks,’’ and GLP (or its affiliate), which is unrelated to Academy Partners and its DividendCapital Group LLC affiliates, is the present owner and source of services provided under theTrademarks. Concurrently with the closing of the merger, IIT transferred 11 properties that wereunder development or in the lease-up stage to DC Industrial Liquidating Trust, the beneficialinterests in which were distributed to then-current IIT stockholders, with one unit being distributedfor each share held. The DC Industrial Liquidating Trust units are illiquid. DC IndustrialLiquidating Trust intends to sell such excluded properties. On August 3, 2017, the DC IndustrialLiquidating Trust sold one of the excluded properties. On December 6, 2017, the DC IndustrialLiquidating Trust sold the 10 remaining real estate properties to Black Creek Industrial Open EndFund OP LP. The properties sold constituted all of the real property owned by the DC IndustrialLiquidating Trust. The aggregate purchase price received by the DC Industrial Liquidating Trustand its subsidiaries at the closing was $190.5 million, before giving effect to customary real estateprorations. The DC Industrial Liquidating Trust distributed $0.5509 net per unit of beneficialinterest to unitholders on December 20, 2017.

DPF sold shares of its common stock to investors from January 2006 through September 2009 at ashare price of $10.00 per share in two fixed-priced primary public offerings and from January 2006through February 2011 at a share price of $9.50 per share pursuant to its distribution reinvestmentplan. On July 12, 2012, DPF commenced a new ongoing public primary offering of three newclasses of common stock with daily NAV based pricing. DPF announced an NAV per share of$7.53 as of March 31, 2020. Subject to certain qualifications, DPF originally disclosed that it

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intended to effect a liquidity event in 2016 but has subsequently disclosed that it intends to operateas a perpetual life REIT with respect to purchasers of shares in its current offering.

IPT commenced its initial public offering of shares of its common stock in July 2013 at a shareprice of $10.00 per share. Its primary offering closed on June 30, 2017 and the offering pursuant toits distribution reinvestment plan was suspended in July 2019 in connection with its announcementof the transaction described below. On January 8, 2020, IPT completed the sale of all of its assetsexcept for its minority interests in Build-To-Core Industrial Partnership I LP (the ‘‘BTC IPartnership’’) and Build-To-Core Industrial Partnership II LP (the ‘‘BTC II Partnership’’ and,together with the BTC I Partnership, the ‘‘BTC Partnerships’’) to an affiliate of Prologis, Inc.(NYSE: PLD) (the ‘‘IPT Asset Sale’’). Immediately following the completion of the IPT AssetSale, each common shareholder received a special distribution from IPT in cash equal to suchshareholder’s pro rata share of the net total consideration for the IPT Asset Sale, which was equalto $12.54 per share, without interest and less applicable withholdings and taxes (the ‘‘IPT SpecialDistribution’’). Consistent with distributions historically made by IPT, the cash distribution actuallypaid to holders of shares of IPT’s Class T common stock were net of up to the aggregate amountof the distribution fees that would have been reallowed by the dealer manager for IPT’s publicoffering to the broker dealers who sold the shares, if the IPT Class T shares had remainedoutstanding. These remaining distribution fees were paid by IPT at a discounted rate following theclosing of the IPT Asset Sale. The amount of remaining distribution fees deducted from the IPTSpecial Distribution paid with respect to each share of IPT Class T common stock was generallyup to $0.17 per share, depending on how long a shareholder had held its shares of IPT Class Tcommon stock. Following IPT’s payment of such remaining distribution fees, each share of IPTClass T common stock was converted to a share of IPT Class A common stock on a one-for-onebasis. IPT converted from a Maryland corporation to a Maryland REIT in February 2020, and allshares of IPT’s Class A common stock were converted to IPT Class A common shares ofbeneficial interest on a one-for-one basis. Following the completion of the IPT Asset Sale and itssubsequent conversion to a Maryland REIT, IPT’s shareholders continued to hold the samenumber of common shares as they held prior to the closing of the IPT Asset Sale. Additionally,following the closing of the IPT Asset Sale, IPT terminated its distribution reinvestment plan andreinstated its share redemption program on a limited basis. Specifically, the IPT share redemptionprogram provides that it is available solely in connection with the death of a shareholder and theaggregate dollar amount of redemptions under the reinstated program is capped at $1.0 million.Shares redeemed under the IPT share redemption program will be redeemed at a price equal toIPT’s estimated NAV per share most recently announced by IPT in a public filing with the SEC asof the date of redemption. IPT has disclosed that following the closing of the IPT Asset Sale,IPT’s primary investment objective is to deploy the remaining commitment in the BTC IIPartnership and stabilize certain properties in the BTC Partnerships with the intention to sell itsminority ownership interests in the BTC Partnerships with the goal of maximizing value for itscommon shareholders.

Q: HOW IS AN INVESTMENT IN SHARES OF OUR COMMON STOCK DIFFERENT FROMPUBLICLY TRADED REITs?

A: While investing in REITs whose shares are listed on a national securities exchange is onealternative for investing in real estate, shares of listed REITs generally fluctuate in value with boththe real estate market and with the stock market as a whole. We currently do not intend to list ourshares for trading on a national securities exchange and, as such, an investment in shares of ourcommon stock generally differs from listed REITs in the following ways:

• The transaction price generally will be equal to our most recently disclosed monthly NAV pershare for each class of our common stock, which will be based directly on the value of our assets

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and liabilities, while shares of listed REITs are priced by the public trading market, whichgenerally causes a listed REIT’s stock price to fluctuate based on factors such as supply (numberof sellers) and demand (number of buyers) of shares, based on shifting preferences amongvarious sectors of the economy as well as other market forces, and such stock price may deviatefrom the net asset value of such listed REIT.

• Industry benchmarks that track the value of direct investments in real estate properties as anasset class have demonstrated a low correlation with the benchmarks for traditional asset classes,such as publicly traded stocks and bonds, whereas in recent periods, listed REITs havedemonstrated a high correlation with other publicly traded stocks.

• An investment in our shares has limited or no liquidity and our share redemption program maybe modified, suspended or terminated. In contrast, an investment in a listed REIT is a liquidinvestment, as shares can be sold on an exchange at any time.

• Listed REITs are often self-managed, whereas our investment operations are managed by ourAdvisor.

• Unlike the offering of a listed REIT, this offering has been registered in every state in which weare offering and selling shares. As a result, we include certain limits in our governing documentsthat are not typically provided for in the charter of a listed REIT. For example, our charterlimits the fees we may pay to the Advisor and its affiliates, limits our ability to make certaininvestments, limits the aggregate amount we may borrow, requires our independent directors toapprove certain actions and restricts the scope of indemnification of our directors, the Advisorand its affiliates. A listed REIT does not typically provide for these restrictions within itscharter. A listed REIT is, however, subject to the governance requirements of the exchange onwhich its stock is traded, including requirements relating to its board of directors, auditcommittee, independent director oversight of executive compensation and the directornomination process, code of conduct, shareholder meetings, related party transactions,shareholder approvals, and voting rights. Although we expect to follow some of these samegovernance guidelines, there is no requirement that we do so.

Questions and Answers Relating to this Offering

Q: ARE THERE ANY RISKS INVOLVED IN BUYING SHARES OF OUR COMMON STOCK?

A: An investment in shares of our common stock involves significant risks. These risks include, amongothers:

• We have a limited prior operating history and there is no assurance that we will be able toachieve our investment objectives. We have experienced net loss, as defined by GAAP.

• There is no public trading market for shares of our common stock, and we do not anticipatethat there will be a public trading market for our shares, so redemption of shares by us willlikely be the only way to dispose of your shares. Our share redemption program will provide youwith the opportunity to request that we redeem your shares on a monthly basis, but we are notobligated to redeem any shares and may choose to redeem only some, or even none, of theshares that have been requested to be redeemed in any particular month, in our discretion. Inaddition, redemptions will be subject to available liquidity and other significant restrictions.Further, our board of directors may modify, suspend or terminate our share redemptionprogram if it deems such action to be in our best interest and the best interest of ourstockholders. As a result, our shares should be considered as having only limited liquidity and attimes may be illiquid, therefore you must be prepared to hold your shares for an indefinitelength of time.

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• A portion of the proceeds received in this offering is expected to be used to satisfy redemptionrequests. Using the proceeds from this offering for redemptions will reduce the net proceedsavailable to retire debt or acquire additional properties, which may result in reduced liquidityand profitability or restrict our ability to grow our NAV.

• The transaction price will not accurately represent the value of our assets at any given time andthe actual value of your investment may be substantially less. The transaction price generally willbe based on our most recently disclosed monthly NAV of each class of common stock (subject tomaterial changes) and will not be based on any public trading market. Further, our board ofdirectors may amend our NAV procedures from time to time. For example, if you wish tosubscribe for shares of our common stock in October, your subscription request must bereceived in good order at least five business days before November 1. Generally, the offeringprice per share would equal the transaction price of the applicable class as of the last calendarday of September, plus applicable upfront selling commissions and dealer manager fees. Ifaccepted, your subscription would be effective on the first calendar day of November.Conversely, if you wish to submit your shares for redemption in October, your redemptionrequest and required documentation must be received in good order by 4:00 p.m. (Eastern time)on the second to last business day of October. If accepted, your shares would be redeemed as ofthe last calendar day of October and, generally, the redemption price would equal thetransaction price of the applicable class as of the last calendar day of September. Although allshares are subject to a 5.0% early redemption discount if they have been outstanding for lessthan two years, only Class T shares are subject to a 2.5% early redemption discount if suchshares have been outstanding for at least one year but less than two years. In each of thesecases, the NAV that is ultimately determined as of the last day of October may be higher orlower than the NAV as of the last day of September used for determining the transaction price.Therefore, the price at which you purchase shares may be higher than the current NAV pershare at the time of sale and the price at which you redeem shares may be lower than thecurrent NAV per share at the time of redemption.

• The transaction price will not represent our enterprise value and may not accurately reflect theactual prices at which our assets could be liquidated on any given day, the value a third partywould pay for all or substantially all of our shares, or the price that our shares would trade at ona national stock exchange. Further, it is possible that the annual appraisals of our properties maynot be spread evenly throughout the year, and rapidly changing market conditions or materialevents may not be fully reflected in our monthly NAV. The resulting potential disparity in ourNAV may inure to the benefit of redeeming stockholders or non-redeeming stockholders andnew purchasers of our common stock, depending on whether our published NAV per share forsuch class is overstated or understated.

• We are subject to various risks related to owning real estate, including changes in economic,demographic and real estate market conditions. Due to the risks involved in the ownership ofreal estate and real-estate related investments, the amount of distributions we may pay to you inthe future, if any, is uncertain. There is no guarantee of any return on your investment in us andyou may lose the amount you invest.

• In connection with this offering, we incur fees and expenses which will decrease the amount ofcash we have available for operations and new investments. In the future we may conduct otherofferings of common stock (whether existing or new classes), preferred stock, debt securities orof interests in our Operating Partnership. We may also amend the terms of this offering. Wemay structure or amend such offerings to attract institutional investors or other sources ofcapital. The costs of this offering and future offerings may negatively impact our ability to paydistributions and your overall return.

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• Our NAV per share may suddenly change if the valuations of our properties materially changefrom prior valuations or the actual operating results materially differ from what we originallybudgeted. For example, we expect to face lease expirations across our portfolio regularly, and aswe move further away from lease commencement toward the end of a lease term, the valuationof the underlying property generally will be expected to drop, depending on the likelihood of arenewal or a new lease on similar terms.

• Some of our executive officers, directors and other key personnel are also officers, directors,managers, key personnel and/or holders of an ownership interest in the Advisor, the DealerManager, and/or other entities related to the Sponsor. As a result, they face conflicts of interest,including but not limited to conflicts arising from time constraints, allocation of investment andleasing opportunities and the fact that certain of the compensation the Advisor will receive forservices rendered to us is based on our NAV, the procedures for which the Advisor assists ourboard of directors in developing, overseeing, implementing and coordinating. We expect tocompete with certain affiliates of direct and indirect owners of the Sponsor for investments andcertain of those entities may be given priority with respect to certain investment opportunities.

• This is a ‘‘blind pool’’ offering; you will not have the opportunity to evaluate all of theinvestments we will make before we make them.

• This is a ‘‘best efforts’’ offering and if we are unable to raise substantial funds, then we will bemore limited in our investments.

• We may change our investment policies without stockholder notice or consent, which couldresult in investments that are different from those described in this prospectus.

• The amount of distributions we may make is uncertain. Distributions have been and maycontinue to be paid from sources other than cash flows from operating activities, including,without limitation, from borrowings, the sale of assets or offering proceeds. Our distributionsmay exceed our taxable income, which would represent a return of capital for tax purposes. Areturn of capital is a return of your investment rather than a return of earnings or gains and willbe made after deductions of fees and expenses payable in connection with our offering. Some orall of our future distributions may be paid from these sources as well as from the sales of assets,cash resulting from a waiver or deferral of fees, and from our cash balances. There is no limiton distributions that may be made from these sources, however, our Advisor and its affiliates areunder no obligation to defer or waive fees in order to support our distributions. The use ofthese sources for distributions may decrease the amount of cash we have available for newinvestments, share redemptions and other corporate purposes, and could reduce your overallreturn.

• If we fail to qualify as a REIT, it would adversely affect our operations and our ability to makedistributions to our stockholders.

• Our use of leverage, such as mortgage indebtedness and other borrowings, increases the risk ofloss on our investments.

• Prolonged disruptions in the U.S. and global credit markets could adversely affect our ability tofinance or refinance investments and the ability of our customers to meet their obligations,which could affect our ability to meet our financial objectives and make distributions.

• The current outbreak of the novel coronavirus, or COVID-19, has caused severe disruptions inthe U.S. global economy and will likely have an adverse impact on our financial condition andresults of operations. This impact could be materially adverse to the extent the currentCOVID-19 outbreak, or future pandemics, cause tenants to be unable to pay their rent orreduce the demand for commercial real estate.

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• The current outbreak of COVID-19 and resulting impacts on the U.S. economy and financialmarkets has created extreme uncertainty and volatility with respect to the current and futurevalues of real estate, and therefore, our NAV per share. As a result, our NAV per share may notreflect the actual realizable value of our underlying properties at any given time.

• We are not required by our charter or otherwise to provide liquidity to our stockholders. If wedo not effect a Liquidity Event, it will be very difficult for you to have liquidity with respect toyour investment in shares of our common stock.

• We will not be registered as an investment company, and we will not be subject to the provisionsof the Investment Company Act of 1940, or the ‘‘Investment Company Act,’’ applicable toregistered investment companies. If we become subject to such provisions of the InvestmentCompany Act, it could significantly impair the operation of our business.

Q: HOW DOES A ‘‘BEST EFFORTS’’ OFFERING WORK?

A: When shares of common stock are offered to the public on a ‘‘best efforts’’ basis, the brokerdealers participating in the offering are only required to use their best efforts to sell the shares ofcommon stock. Broker dealers do not have a firm commitment or obligation to purchase any ofthe shares of our common stock.

Q: WHO CAN BUY SHARES OF COMMON STOCK IN THIS OFFERING?

A: In general, you may buy shares of our common stock pursuant to this prospectus provided that youhave either (i) a net worth of at least $70,000 and an annual gross income of at least $70,000, or(ii) a net worth of at least $250,000. For this purpose, net worth does not include your home,home furnishings and personal automobiles. Generally, you must initially invest at least $2,000 inClass T shares or Class W shares of our common stock and $1,000,000 (unless waived by theCompany) in Class I shares of our common stock. After you have satisfied the applicable minimumpurchase requirement, additional purchases must be in increments of $500, except for purchasesmade pursuant to our distribution reinvestment plan. These minimum net worth and investmentlevels may be higher in certain states, so you should carefully read the more detailed descriptionunder ‘‘Suitability Standards’’ above.

Q: WHAT ARE THE DIFFERENCES AMONG THE CLASS T, CLASS W AND CLASS I SHARESOF COMMON STOCK BEING OFFERED?

A: The differences among our share classes relate to upfront selling commissions, upfront dealermanager fees and ongoing distribution fees. No upfront selling commissions or dealer managerfees will be paid with respect to Class W shares. No upfront selling commissions, dealer managerfees or distribution fees are paid with respect to Class I shares and any shares sold under ourdistribution reinvestment plan. Further, pursuant to our share redemption program, although allshares are subject to a 5.0% early redemption discount if they have been outstanding for less thanone year, only Class T shares are subject to a 2.5% early redemption discount if such shares havebeen outstanding for at least one but less than two years. See ‘‘Description of Capital Stock—Share Redemption Program.’’ Other than these differences, Class T shares, Class W shares andClass I shares have identical rights and privileges, including identical voting rights. As describedbelow, you should consult with your financial professional regarding the classes of common stockyou may be eligible to purchase before making your investment decision.

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Assuming a constant NAV per share of $10.0645, which is our NAV per share as of March 31,2020 and assuming applicable distribution fees are paid until the 8.5% total compensation limitdescribed in ‘‘Plan of Distribution—Distribution Fees—Class T, Class W and Class I Shares’’ isreached, we expect that a one-time $10,000 investment in shares of each class would be subject tothe following upfront selling commissions, dealer manager fees and distribution fees:

Maximum Total CommissionsUpfront Dealer Annual Distribution and Fees (Length ofSelling Manager Distribution Fees Over Life Time Over Which

Commissions Fees Fees of Investment They Are Paid)

Class T . . . . . . . . . . . . $200 $250 $ 96 $400 $850 (4.2 years)Class W . . . . . . . . . . . . $ 0 $ 0 $ 50 $850 $850 (17 years)Class I . . . . . . . . . . . . . $ 0 $ 0 $ 0 $ 0 $ 0

The ongoing distribution fees listed above are allocated on a class-specific basis and borne by allholders of the applicable class. The allocation of ongoing distribution fees on a class-specific basisresults in different amounts of distributions being paid with respect to each class of shares.However, if no distributions are authorized for a certain period, or if they are authorized in anamount less than the allocation of class-specific fees with respect to such period, then pursuant toour valuation procedures, the class-specific fee allocations may lower the NAV of a share class.Therefore, as a result of the different ongoing fees allocable to each share class, each share classcould have a different NAV per share. If the NAV of each of our share classes is different, thenchanges to our assets and liabilities that are allocable based on NAV may also be different foreach class. See ‘‘Net Asset Value Calculation and Valuation Procedures’’ and ‘‘Description ofCapital Stock—Distributions’’ for more information.

Our Class T shares, Class W shares and Class I shares are available for different categories ofinvestors. Class T shares are available to the general public. Class W shares are generally availablefor purchase in this offering only (i) through fee-based programs, also known as wrap accounts,that provide access to Class W shares, (ii) through participating broker dealers that havealternative fee arrangements with their clients to provide access to Class W shares, (iii) throughinvestment advisers that are registered under the Investment Advisers Act of 1940 or applicablestate law and direct clients to trade with a broker dealer that offers Class W shares, (iv) throughbank trust departments or any other organization or person authorized to act in a fiduciarycapacity for its clients or customers or (v) other categories of investors that we name in anamendment or supplement to this prospectus. Class I shares are available for purchase in thisoffering only (i) by institutional accounts as defined by FINRA Rule 4512(c), (ii) throughbank-sponsored collective trusts and bank-sponsored common trusts, (iii) by retirement plans(including a trustee or custodian under any deferred compensation or pension or profit sharingplan or payroll deduction IRA established for the benefit of the employees of any company),foundations or endowments, (iv) through certain financial intermediaries that are not otherwiseregistered with or as a broker dealer and that direct clients to trade with a broker dealer thatoffers Class I shares, (v) by our executive officers and directors and their immediate familymembers, as well as officers and employees of the Advisor and the Dealer Manager and theirimmediate family members, officers and employees of the Advisor’s product specialists or otheraffiliates of the Advisor and their immediate family members, our product specialists and theiraffiliates and, if approved by our board of directors, officers and employees of our joint venturepartners and their immediate family members, consultants and other service providers,(vi) participating broker dealers and their affiliates, including their officers, directors, employees,and registered representatives, as well as the immediate family members of such persons, asdefined by FINRA Rule 5130, (vii) through bank trust departments or any other organization orperson authorized to act as a fiduciary for its clients or customers and (viii) by any othercategories of purchasers that we name in an amendment or supplement to this prospectus. Before

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making your investment decision, please consult with your investment advisor regarding youraccount type and the classes of common stock you may be eligible to purchase.

Certain participating broker dealers may offer discounts, which would reduce upfront sellingcommissions and fees and would therefore increase the length of time required for sellingcommissions, dealer manager fees and distribution fees to reach 8.5% of gross proceeds. See ‘‘Planof Distribution—Underwriting Compensation—Upfront Selling Commissions and Dealer ManagerFees.’’

If you are eligible to purchase all three classes of shares, then in most cases you should purchaseClass I shares, because Class I shares have no upfront selling commissions, dealer manager fees ordistribution fees. Such fees are applicable to the other share classes and will reduce the NAV ordistributions of the other share classes. If you are eligible to purchase Class T and Class W sharesbut not Class I shares, in most cases you should purchase Class W shares because Class W shareshave no upfront selling commissions or dealer manager fees and lower annual distribution fees. Inaddition, pursuant to our share redemption program, although all shares are subject to a 5.0%early redemption discount if they have been outstanding for less than one year, only Class T sharesare subject to a 2.5% early redemption discount if such shares have been outstanding for at leastone but less than two years. See ‘‘Description of Capital Stock—Share Redemption Program.’’Please consult with your financial professional before making your investment decision.

If we redeem a portion, but not all of the Class T shares or Class W shares held in a stockholder’saccount, the total underwriting compensation limit and amount of underwriting compensationpreviously paid will be prorated between the Class T shares or the Class W shares, as applicable,that were redeemed and those Class T shares or Class W shares, respectively, that were retained inthe account. Likewise, if a portion of the Class T shares or the Class W shares in a stockholder’saccount is sold or otherwise transferred in a secondary transaction, the total underwritingcompensation limit and amount of underwriting compensation previously paid will be proratedbetween the Class T shares or the Class W shares, as applicable, that were transferred and theClass T shares or Class W shares, respectively, that were retained in the account.

Q: WHAT IS THE PURCHASE PRICE FOR EACH SHARE?

A: Each class of shares will be sold at the then-current transaction price, which generally will be equal tothe NAV per share of our common stock most recently disclosed by us, plus applicable upfront sellingcommissions and dealer manager fees. Although the transaction price will generally be based on themost recently disclosed monthly NAV per share, the NAV per share of such stock as of the date onwhich your purchase is settled may be significantly different. We may offer shares at a price that webelieve reflects the NAV per share of such stock more appropriately than the most recently disclosedmonthly NAV per share, including by updating a previously disclosed transaction price, in cases wherewe believe there has been a material change (positive or negative) to our NAV per share relative tothe most recently disclosed monthly NAV per share. Each class of shares may have a different NAVper share because distribution fees differ with respect to each class of shares.

We expect that any such update to the transaction price to reflect an adjustment to the monthlyNAV per share would be infrequent. Such an adjustment may be appropriate (either positive ornegative) to reflect the occurrence of an unexpected material property-specific event such as atermination or renewal of a material lease, a material change in vacancies, an unanticipatedstructural or environmental event at a property or a significant capital market event that may causethe value of a wholly-owned property or properties to change by such a significant amount that theNAV, if recalculated based on this event, is likely to be materially different. For example, if asignificant asset suffered catastrophic damage due to a natural disaster after the most recentdetermination of the monthly NAV, we may determine to adjust the NAV. Similarly, if the sole

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tenant at a significant asset renewed its lease subsequent to the determination of the monthlyNAV, but the monthly NAV had been determined assuming that the lease would not be renewed,we may determine to adjust the NAV to reflect the renewal of the lease and the correspondingrental income. Further, if there was a significant vacancy at a significant asset at the time themonthly NAV had been determined and subsequent to the determination of the monthly NAV weleased the vacancy, we may determine to adjust the NAV to reflect the rental income resultingfrom the vacancy having been leased. Such NAV adjustments also may be appropriate to reflectthe occurrence of broader market-driven events identified by the Advisor or the independentvaluation firm which may impact more than a specific property. For example, if a major tradeembargo were announced that would significantly adversely impact the ability to import goods, wemay determine to adjust the NAV to reflect the estimated decrease in NAV caused by ananticipated lower demand for industrial warehouses and distribution centers to store and distributeimported goods. Further, rapidly changing market conditions or material events, such as, forexample, a stock market crash, may not be immediately reflected in the most recently-determinedmonthly NAV and if we believe the NAV, if recalculated based on these events, is likely to bematerially different, we may determine that an adjustment is necessary to reflect the estimatedimpact on the NAV. In the event that any such unexpected and extraordinary circumstances, acommittee of the Advisor that oversees the determination of the monthly NAV would evaluate themateriality and would make a recommendation to the board of directors concerning anyadjustment to the most recently-determined monthly NAV. The transaction price would only beadjusted upon the approval of a majority of the board of directors, including a majority of theindependent directors.

Q: HOW DO YOU PLAN TO COMMUNICATE THE MONTHLY NAV PER SHARE?

A: We communicate the monthly NAV per share as promptly as practicable by (i) posting our NAVper share for such month for each share class on our website, www.bcindustrialiv.com, and(ii) making our NAV per share for each share class available on our toll-free, automated telephoneline, (888) 310-9352. Our NAV per share will be available generally within 15 calendar days afterthe end of the applicable month. In addition, we will disclose in a prospectus or prospectussupplement filed with the SEC the principal valuation components of our monthly NAVcalculations.

Q: WILL I BE CHARGED SELLING COMMISSIONS OR OTHER UPFRONT FEES?

A: If you purchase Class T shares in the primary offering, your Class T shares will be subject toselling commissions of up to 2.0%, and dealer manager fees of up to 2.5% of the offering priceper share, however such amounts may vary at certain participating broker dealers provided that thesum will not exceed 4.5% of the offering price per share. Discounts are also available for certainpurchases in the primary offering. See ‘‘Plan of Distribution—Underwriting Compensation—Upfront Selling Commissions and Dealer Manager Fees.’’

Investors currently do not pay upfront selling commissions or dealer manager fees on Class Ishares or Class W shares sold in our primary offering, when purchasing shares of any classpursuant to our distribution reinvestment plan, or when purchasing Class T shares sold throughfee-based programs, also known as wrap accounts, or through investment advisers registered underthe Investment Advisers Act of 1940 or applicable state law.

Q: WHAT KIND OF OFFERING IS THIS AND WHAT IS THE TERM OR EXPECTED LIFE OFTHIS OFFERING?

A: This is a follow-on offering that follows the termination of our initial public offering, in which weoffered an aggregate of $1,500,000,000 in Class T shares, Class W shares and Class I shares, on a

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best efforts basis and an additional $500,000,000 in Class T shares, Class W shares and Class Ishares pursuant to our distribution reinvestment plan. We have registered $1,500,000,000 in sharesof our common stock to be sold in our primary offering and $500,000,000 in shares of our commonstock to be sold pursuant to our distribution reinvestment plan, in any combination of Class Tshares, Class W shares and Class I shares. This offering is expected to terminate on or beforeSeptember 5, 2021, unless extended by our board of directors in accordance with applicable SECrules. Under applicable SEC rules, we may extend this offering one additional year if all of theshares we have registered are not yet sold within two years. With the filing of a registrationstatement for a subsequent offering, we may also be able to extend this offering beyond threeyears until the follow-on registration statement is declared effective. Pursuant to this prospectus,we are offering to the public all of the shares that we have registered. In certain states, theregistration of this offering may continue for only one year following the initial clearance byapplicable state authorities, after which we will apply to renew the offering period for additionalone-year periods (or longer, if permitted by the laws of each particular state).

We reserve the right to terminate this offering at any time. Our board of directors, in its solediscretion, may determine from time to time during this offering to reclassify shares of ourcommon stock, as permitted by our charter, in order to offer shares of one or more additionalclasses of common stock in this offering. Any additional class of common stock may be offered ata different price and may be subject to different fees and expenses than the shares currently beingoffered.

Q: HOW DO I SUBSCRIBE FOR SHARES OF COMMON STOCK?

A: Investors may only purchase our common stock pursuant to accepted subscription orders as of thefirst calendar day of each month (based on the most recently disclosed transaction price, plusapplicable upfront selling commissions and dealer manager fees), and to be accepted, asubscription request must be made with a completed and executed subscription agreement in goodorder and payment of the full purchase price of our common stock being subscribed at least fivebusiness days prior to the first calendar day of the month (unless waived by the Dealer Manageror otherwise agreed to between the Dealer Manager and the applicable participating brokerdealer). The transaction price generally will be equal to the most recently disclosed NAV per shareof our common stock. We may offer shares at a price that we believe reflects the NAV per shareof such stock more appropriately than the most recently disclosed monthly NAV per share,including by updating a previously disclosed transaction price, in cases where we believe there hasbeen a material change (positive or negative) to our NAV per share relative to the most recentlydisclosed monthly NAV per share. See ‘‘How to Subscribe’’ for more details.

For example, if you wish to subscribe for shares of our common stock in October, yoursubscription request must be received in good order at least five business days before November 1.Generally, the offering price per share will equal the transaction price of the applicable class as ofthe last calendar day of September, plus applicable upfront selling commissions and dealermanager fees. If accepted, your subscription will be effective on the first calendar day ofNovember. If you choose to purchase shares of our common stock in this offering, you arerequired to complete a subscription agreement in the applicable form for a specific number ofshares of our common stock. You must pay for shares of our common stock at the time yousubscribe. Certain participating broker dealers may require supplementary disclosure materials oradditional forms or documentation. You should consult with your financial professional whenpurchasing shares. See ‘‘Plan of Distribution—Purchase of Shares.’’

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Q: MAY I WITHDRAW MY SUBSCRIPTION REQUEST ONCE I HAVE MADE IT?

A: Yes. Subscribers are not committed to purchase shares at the time their subscription orders aresubmitted and any subscription may be canceled at any time before the time it has been accepted.You may withdraw your purchase request by notifying the transfer agent, through your financialintermediary or directly on our toll-free, automated telephone line, (888) 310-9352.

Q: WHEN WILL MY SUBSCRIPTION BE ACCEPTED?

A: Completed subscription requests will not be accepted by us before the later of (i) two businessdays before the first calendar day of each month and (ii) three business days after we make thetransaction price (including any subsequent revised transaction price) publicly available by postingit on our website at www.bcindustrialiv.com and filing a prospectus supplement with the SEC (orin certain cases after we have delivered notice of such price directly to you as discussed above). Asa result, you will have a minimum of three business days after the transaction price for that monthhas been disclosed to withdraw your request before you are committed to purchase the shares.

Q: WILL THE DISTRIBUTIONS I RECEIVE BE TAXABLE?

A: Distributions that you receive, including distributions that are reinvested pursuant to ourdistribution reinvestment plan, will generally be taxed as ordinary dividend income to the extentthey are paid out of our current or accumulated earnings and profits. However, if we recognize along-term capital gain upon the sale of one of our assets, a portion of our distributions may bedesignated and treated in your hands as a long-term capital gain. In addition, we expect that someportion of your distributions may not be subject to tax in the year received due to the fact thatdepreciation expense reduces taxable income as well as earnings and profits but does not reducecash available for distribution. Amounts distributed to you in excess of our earnings and profitswill reduce the tax basis of your investment and will not be taxable to the extent thereof, anddistributions in excess of tax basis will be taxable as an amount realized from the sale of yourshares of common stock. This, in effect, would defer a portion of your tax until your investment issold or we are liquidated, at which time you may be taxed at capital gains rates. However, becauseeach investor’s tax considerations are different, we suggest that you consult with your tax advisor.

Q: MAY I REINVEST MY CASH DISTRIBUTIONS IN ADDITIONAL SHARES?

A: Yes. You may choose to enroll as a participant in our distribution reinvestment plan by completingthe subscription agreement, the enrollment form or by other written notice to the planadministrator. As a participant, the cash distributions attributable to the class of shares that youown will automatically be reinvested in additional shares of the same class. The cash distributionsyou receive will be reinvested in shares of our common stock at the transaction price in effect onthe distribution date. However, our board of directors may determine, in its sole discretion, tohave any distributions paid in cash without notice to participants, without suspending the plan andwithout affecting the future operation of the plan with respect to participants. Our board ofdirectors may amend, suspend or terminate the distribution reinvestment plan in its discretion atany time upon 10 days’ notice to you. We may provide notice by including such information (a) ina Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with theSEC or (b) in a separate mailing to the participants. Following any termination of the distributionreinvestment plan, all subsequent distributions to stockholders would be made in cash. See‘‘Description of Capital Stock—Distribution Reinvestment Plan’’ for more information regardingthe reinvestment of distributions you may receive from us. For the complete terms of thedistribution reinvestment plan, see Appendix B to this prospectus.

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Q: CAN I REQUEST THAT MY SHARES BE REDEEMED?

A: Yes. We expect that there will be no regular secondary trading market for shares of our commonstock. While you should view your investment as long term with limited liquidity, we have adopteda share redemption program applicable to all shares of our common stock, whereby stockholderswho have purchased shares from us or received their shares through a non-cash transaction, not inthe secondary market, may receive the benefit of limited liquidity by presenting for redemption tous all or any portion of those shares in accordance with the procedures and subject to certainconditions and limitations described in ‘‘Description of Capital Stock—Share RedemptionProgram.’’ To the extent our board of directors determines that we have sufficient available cashfor redemptions, we initially intend to redeem shares under our share redemption program on amonthly basis; however, our board of directors may determine from time to time to adjust thetiming of redemptions or suspend, terminate or otherwise modify our share redemption program.

While stockholders may request on a monthly basis that we redeem all or any portion of theirshares pursuant to our share redemption program, we are not obligated to redeem any shares andmay choose to redeem only some, or even none, of the shares that have been requested to beredeemed in any particular month, in our discretion. In addition, our ability to fulfill redemptionrequests is subject to a number of limitations. As a result, share redemptions may not be availableeach month. Under our share redemption program, to the extent we determine to redeem sharesin any particular month, we will only redeem shares as of the last calendar day of that month(each such date, a ‘‘Redemption Date’’). Redemptions will be made at the transaction price ineffect on the Redemption Date (which will generally be equal to our most recently disclosedmonthly NAV per share), except that shares that have not been outstanding for at least one yearwill be redeemed at 95% of the transaction price and Class T shares that have been outstandingfor at least one year but less than two years will be redeemed at 97.5% of the transaction price.Each of these deductions is referred to as an Early Redemption Deduction. An Early RedemptionDeduction will not be applied to Class W shares and Class I shares that have been outstanding forat least one year and Class T shares that have been outstanding for at least two years. An EarlyRedemption Deduction may be waived in certain circumstances including: (i) in the case ofredemption requests arising from the death or qualified disability of the holder; (ii) in the eventthat a stockholder’s shares are redeemed because the stockholder has failed to maintain the $2,000minimum account balance; or (iii) with respect to shares purchased through our distributionreinvestment plan or received from us as a stock dividend. To have your shares redeemed, yourredemption request and required documentation must be received in good order by 4:00 p.m.(Eastern time) on the second to last business day of the applicable month. Settlements of shareredemptions will be made within three business days of the Redemption Date. An investor maywithdraw its redemption request by notifying the transfer agent before 4:00 p.m. (Eastern time) onthe last business day of the applicable month.

Under our share redemption program, we may redeem during any calendar month shares whoseaggregate value (based on the price at which the shares are redeemed) is 2% of our aggregateNAV as of the last calendar day of the previous quarter and during any calendar quarter whoseaggregate value (based on the price at which the shares are redeemed) is up to 5% of ouraggregate NAV as of the last calendar day of the prior calendar quarter. During a given quarter, ifin each of the first two months of such quarter the 2% redemption limit is reached andstockholders’ redemptions are reduced pro rata for such months, then in the third and final monthof that quarter, the applicable limit for such month will likely be less than 2% of our aggregateNAV as of the last calendar day of the previous month because the redemptions for that month,combined with the redemptions in the previous two months, cannot exceed 5% of our aggregateNAV as of the last calendar day of the prior calendar quarter.

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Although the majority of our assets consist of properties that cannot generally be readily liquidatedon short notice without impacting our ability to realize full value upon their disposition, in orderto provide liquidity to fund redemptions, we currently intend to maintain, under normal operatingcircumstances and subject to any limitations and requirements relating to our qualification as aREIT, an allocation to a number of sources of liquidity including cash, cash equivalents(e.g. money market funds), other short-term investments, U.S. government securities, agencysecurities and liquid real estate-related securities (‘‘cash-related liquidity’’), of at least 10% and upto 20% of our equity. In addition, we may maintain an undrawn amount under our corporate lineof credit which will cover any difference between our cash-related liquidity up to at least 20% ofour equity. Borrowings under our current corporate line of credit may be used not only to fundour share redemption program, but also to fund acquisitions or for any other corporate purpose.We may fund redemptions from any available source of funds, including operating cash flows,borrowings, proceeds from this offering and/or sales of our assets.

Should redemption requests, in our judgment, place an undue burden on our liquidity, adverselyaffect our operations or risk having an adverse impact on the company as a whole, or should weotherwise determine that investing our liquid assets in real properties or other illiquid investmentsrather than redeeming our shares is in the best interests of the company as a whole, then we maychoose to redeem fewer shares than have been requested to be redeemed, or none at all. In theevent that we determine to redeem some but not all of the shares submitted for redemption duringany month for any of the foregoing reasons, shares submitted for redemption during such monthwill be redeemed on a pro rata basis. All unsatisfied redemption requests must be resubmittedafter the start of the next month or quarter, or upon the recommencement of the shareredemption program, as applicable. If the transaction price for the applicable month is not madeavailable by the tenth business day prior to the last business day of the month (or is changed aftersuch date), then no redemption requests will be accepted for such month and stockholders whowish to have their shares redeemed the following month must resubmit their redemption requests.See ‘‘Description of Capital Stock—Share Redemption Program.’’

Q: WHEN WILL I GET MY DETAILED TAX INFORMATION?

A: Stockholder tax information is reported on Form 1099. We intend to mail your Form 1099 taxinformation, if required, by January 31 of each year.

Q: WHERE CAN I FIND UPDATED INFORMATION REGARDING THE COMPANY?

A: You may find updated information on the internet website, www.bcindustrialiv.com. Informationcontained in our website does not constitute part of this prospectus. In addition, as a result of theeffectiveness of the registration statement of which this prospectus forms a part, we are subject tothe informational reporting requirements of the Exchange Act and, under the Exchange Act, wewill file reports, proxy statements and other information with the SEC. See ‘‘AdditionalInformation’’ for a description of how you may read and copy the registration statement, therelated exhibits and the reports, proxy statements and other information we file with the SEC.

Q: WHO CAN HELP ANSWER MY QUESTIONS?

A: If you have more questions about the offering or if you would like additional copies of thisprospectus, you should contact your registered representative or the Dealer Manager:

Black Creek Capital Markets, LLC518 Seventeenth Street, 17th Floor

Denver, Colorado 80202Telephone: (303) 228-2200

Fax: (303) 228-2201Attn: Steven Stroker, Chief Executive Officer

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RISK FACTORS

Your purchase of our common stock involves a number of risks. You should specifically considerthe following material risks before you decide to buy shares of our common stock.

RISKS RELATED TO INVESTING IN THIS OFFERING

We have a limited prior operating history and there is no assurance that we will be able to successfullyachieve our investment objectives; the prior performance of other Sponsor affiliated entities may not be anaccurate barometer of our future results.

We have a limited prior operating history and we may not be able to achieve our investmentobjectives. We have experienced net loss, as defined by GAAP. As a result, an investment in our sharesof common stock may entail more risk than the shares of common stock of a real estate investmenttrust with a substantial operating history. In addition, you should not rely on the past performance ofinvestments by other Sponsor affiliated entities to predict our future results. Our investment strategyand key employees may differ from the investment strategies and key employees of other Sponsoraffiliated programs in the past, present and future.

Because we generally do not mark to market our property-level mortgages and corporate-level credit facilitiesthat are intended to be held to maturity, or our associated interest rate hedges that are intended to be held tomaturity, the realizable value of our company or our assets that are encumbered by debt may be higher orlower than the value used in the calculation of our NAV.

In accordance with our valuation procedures, our property-level mortgages and corporate-levelcredit facilities that are intended to be held to maturity, including those subject to interest rates hedges,are valued at par (i.e. at their respective outstanding balances). Because we often utilize interest ratehedges to stabilize interest payments (i.e. to fix all-in interest rates through interest rate swaps or tolimit interest rate exposure through interest rate caps) on individual loans, each loan and associatedinterest rate hedge is treated as one financial instrument, which is valued at par for property-levelmortgages or corporate-level credit facilities that are intended to be held to maturity. As a result, therealizable value of our company or our assets that are encumbered by debt used in the calculation ofour NAV may be higher or lower than the value that would be derived if such debt instruments weremarked to market. For example, if we decide to sell one or more assets, we may re-classify those assetsas held-for-sale, which could then have a positive or negative impact on our calculation of NAV to theextent any associated debt is definitively intended to be prepaid. In some cases such difference may besignificant. As a further example, we estimate the fair value of our debt (inclusive of associated interestrate hedges) that was intended to be held to maturity as of March 31, 2020 was $4.9 million higherthan par for such debt in aggregate, meaning that if we used the fair value of our debt rather than par(and treated the associated hedge as part of the same financial instrument), our NAV would have beenlower by approximately $4.9 million, or $0.05 per share, not taking into account all of the other itemsthat impact our monthly NAV, as of March 31, 2020. By valuing our debt (inclusive of associatedinterest rate hedges) at par value rather than fair value, our NAV per share as of March 31, 2020 isapproximately 0.5%, or $0.05 per share higher than if we valued our debt and associated interest ratehedges at fair value. As of March 31, 2020, we classified all of our debt as intended to be held tomaturity.

There is no public trading market for the shares of our common stock and we do not anticipate that there willbe a public trading market for our shares; therefore, your ability to dispose of your shares will likely belimited to redemption by us. If you do sell your shares to us, you may receive less than the price you paid.

There is no public market for the shares of our common stock and we currently have no obligationor plans to apply for listing on any public securities market. Therefore, redemption of the shares of our

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common stock by us will likely be the only way for you to dispose of your shares. We will redeemshares at a price equal to the transaction price on the last calendar day of the applicable month, andnot based on the price at which you initially purchased your shares. We may redeem your shares if youfail to maintain a minimum balance of $2,000 of shares, even if your failure to meet the minimumbalance is caused solely by a decline in our NAV. Since Class T shares are sold at the transaction priceplus applicable upfront selling commissions and dealer manager fees, holders of Class T shares mayreceive less than the price they paid for their shares upon redemption by us. Subject to limitedexceptions, holders of our common stock that have not held their shares for at least one year will beeligible for redemption at 95% of the transaction price on the redemption date and holders of Class Tshares that have held their shares for at least one year but less than two years will be eligible forredemption at 97.5% of the transaction price on the redemption date, which will inure indirectly to thebenefit of our remaining stockholders. As a result of this and the fact that our NAV will fluctuate,holders of our common stock may receive less than the price they paid for their shares uponredemption by us. See ‘‘Description of Capital Stock—Share Redemption Program.’’

Our ability to redeem your shares may be limited. In addition, our board of directors may modify, suspend orterminate our share redemption program at any time.

Our share redemption program contains significant restrictions and limitations. For example, onlystockholders who purchase their shares directly from us or who received their shares through anon-cash transaction, not in the secondary market, are eligible to participate and if holders of ourcommon stock do not hold their shares for a minimum of one year, then they will only be eligible forredemption at 95% of the transaction price on the redemption date. Further, if holders of Class Tshares have held their shares for at least one year but less than two years, they will only be eligible forredemption at 97.5% of the transaction price on the redemption date.

We may redeem fewer shares than have been requested in any particular month to be redeemedunder our share redemption program, or none at all, in our discretion at any time. We may redeemfewer shares due to the total amount of shares requested for redemption being in excess of the limitsand/or caps applicable to our redemption program, the lack of readily available funds because ofadverse market conditions beyond our control, the need to maintain liquidity for our operations orbecause we have determined that investing in real property or other illiquid investments is a better useof our capital than redeeming our shares.

The vast majority of our assets will consist of properties which cannot generally be readilyliquidated on short notice without impacting our ability to realize full value upon their disposition.Therefore, we may not always have a sufficient amount of cash to immediately satisfy redemptionrequests. Further, we may invest in real estate-related securities and other securities with the primarygoal of maintaining liquidity in support of our share redemption program. Any such investments mayresult in lower returns than an investment in real estate assets, which could adversely impact our abilityto pay distributions and your overall return. In addition, our board of directors may modify, suspend orterminate our share redemption program at any time in its sole discretion. As a result, your ability tohave your shares redeemed by us may be limited, our shares should be considered as having onlylimited liquidity and at times may be illiquid. See ‘‘Description of Capital Stock—Share RedemptionProgram’’ for more information, including a description of the different limits and caps applicable toour share redemption program.

Our capacity to redeem shares may be further limited if we experience a concentration of investors.

The current limitations of our share redemption program are based, in part, on the number ofoutstanding shares. Thus, the ability of a single investor, or of a group of investors acting similarly, toredeem all of their shares may be limited if they own a large percentage of our shares. Similarly, if asingle investor, or a group of investors acting in concert or independently, owns a large percentage of

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our shares, a significant redemption request by such investor or investors could significantly furtherlimit our ability to satisfy redemption requests of other investors of such classes. Such concentrationscould arise in a variety of circumstances, especially while we have relatively few outstanding shares. Forexample, we could sell a large number of our shares to one or more institutional investors, either in apublic offering or in a private placement. In addition, we may issue a significant number of our sharesin connection with an acquisition of another company or a portfolio of properties to a single investoror a group of investors that may request redemption at similar times following the acquisition.

Purchases and redemptions of our common shares will not be made based on the current NAV per share ofour common stock.

We are offering shares of our common stock at the transaction price, plus applicable sellingcommissions and dealer manager fees. The transaction price generally will be equal to the NAV pershare of our common stock most recently disclosed by us, however, we may offer shares at a price thatwe believe reflects the NAV per share of such stock more appropriately than the most recentlydisclosed NAV per share, including by updating a previously disclosed transaction price, in cases wherewe believe there has been a material change (positive or negative) to our NAV per share relative to themost recently disclosed NAV per share. The transaction price generally will be based on our mostrecently disclosed monthly NAV of each class of common stock (subject to material changes asdescribed above) and will not be based on any public market. Further, our board of directors mayamend our NAV procedures from time to time. For example, if you wish to subscribe for shares of ourcommon stock in October, your subscription request must be received in good order at least fivebusiness days before November 1. Generally, the offering price per share would equal the transactionprice of the applicable class as of the last calendar day of September, plus applicable upfront sellingcommissions and dealer manager fees. If accepted, your subscription would be effective on the firstcalendar day of November. Conversely, if you wish to submit your shares for redemption in October,your redemption request and required documentation must be received in good order by 4:00 p.m.(Eastern time) on the second to last business day of October. If accepted, your shares would beredeemed as of the last calendar day of October and, generally, the redemption price would equal thetransaction price of the applicable class as of the last calendar day of September, subject to a 5.0%reduction for early redemption of shares of our common stock that have not been outstanding for atleast one year and a 2.5% reduction for Class T shares that have been outstanding for at least one yearbut less than two years. In each of these cases, the NAV that is ultimately determined as of the last dayof October may be higher or lower than the NAV as of the last day of September used for determiningthe transaction price. Therefore, the price at which you purchase shares may be higher than the currentNAV per share at the time of sale and the price at which you redeem shares may be lower than thecurrent NAV per share at the time of redemption.

In order to provide liquidity to fund redemptions, we currently intend to maintain a number of sources ofaggregate liquidity including cash, cash equivalents, other short-term investments, U.S. government securities,agency securities and liquid real estate-related securities of at least 10%, and up to 20% of our equity. Inaddition, we may draw down amounts under our corporate line of credit. These measures may result in lowerreturns to you.

Although the majority of our assets consist of properties that cannot generally be readily liquidatedon short notice without impacting our ability to realize full value upon their disposition, in order toprovide liquidity to fund redemptions, we currently intend to maintain, under normal operatingcircumstances and subject to any limitations and requirements relating to our qualification as a REIT, anumber of sources of liquidity including cash, cash equivalents (e.g. money market funds), othershort-term investments, U.S. government securities, agency securities and liquid real estate-relatedsecurities (‘‘cash-related liquidity’’) of at least 10%, and up to 20% of our equity. In addition, we maydraw down amounts under our corporate line of credit, which will cover any difference between our

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cash-related liquidity up to at least 20% of our equity. Our allocation of a portion of our equity toliquid investments may result in lower returns than if we had invested in additional properties andusing borrowings for redemptions will reduce the funds available to retire debt or acquire additionalproperties, which may result in reduced profitability and restrict our ability to grow our NAV.

Economic events that may cause our stockholders to request that we redeem their shares may materiallyadversely affect our cash flow and our results of operations and financial condition.

Economic events affecting the U.S. economy, such as the general negative performance of the realestate sector, could cause our stockholders to seek to sell their shares to us pursuant to our shareredemption program at a time when such events are adversely affecting the performance of our assets.Even if we are able to and determine to satisfy all resulting redemption requests, our cash flow couldbe materially adversely affected. In addition, if we determine to sell assets to satisfy redemptionrequests, we may not be able to realize the return on such assets that we may have been able toachieve had we sold at a more favorable time, and our results of operations and financial condition,including, without limitation, breadth of our portfolio by property type and location, could be materiallyadversely affected.

A portion of the proceeds raised in this offering is expected to be used to satisfy redemption requests, and suchportion of the proceeds may be substantial.

We currently expect to use a portion of the proceeds from our public offering to satisfyredemption requests with respect to our share redemption program. Using the proceeds from ourpublic offering for redemptions will reduce the net proceeds available to retire debt or acquireadditional properties, which may result in reduced liquidity and profitability or restrict our ability togrow our NAV.

This is a ‘‘blind pool’’ offering and you will not have the opportunity to evaluate our future investments priorto purchasing shares of our common stock.

You will not be able to evaluate the economic merits, transaction terms or other financial oroperational data concerning our future investments that we have not yet identified prior to purchasingshares of our common stock. You must rely on the Advisor and our board of directors to implementour investment policies, to evaluate our investment opportunities and to structure the terms of ourinvestments. We may invest in any asset class, including those that present greater risk than industrialassets. Because you cannot evaluate our future investments in advance of purchasing shares of ourcommon stock, a ‘‘blind pool’’ offering may entail more risk than other types of offerings. Thisadditional risk may hinder your ability to achieve your own personal investment objectives related toportfolio diversification, risk-adjusted investment returns and other objectives.

This is a ‘‘best efforts’’ offering and if we are unable to raise substantial funds, we will be limited in thenumber and type of investments we may make which could negatively impact an investment in shares of ourcommon stock.

This offering is being made on a ‘‘best efforts’’ basis, whereby the broker dealers participating inthe offering are only required to use their best efforts to sell shares of our common stock and have nofirm commitment or obligation to purchase any of the shares of our common stock. As a result, theamount of proceeds we raise in this offering may be substantially less than the amount we would needto achieve a diversified industrial portfolio. Our inability to raise substantial funds would increase ourfixed operating expenses as a percentage of gross income, and our financial condition and ability tomake distributions could be adversely affected. If we are unable to raise substantially more funds in thisoffering, we will be thinly capitalized and will make fewer investments in properties, and will morelikely focus on making investments in loans and real estate related entities, resulting in less

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diversification in terms of the number of investments owned, the geographic regions in which ourproperty investments are located and the types of investments that we make. As a result, the likelihoodincreases that any single investment’s poor performance would materially affect our overall investmentperformance. As of April 16, 2020, we had raised gross proceeds of approximately $706.2 million fromthe sale of approximately 67.4 million shares of our common stock in our follow-on public offering,including shares issued pursuant to our distribution reinvestment plan.

Valuations and appraisals of our properties, real estate-related assets and real estate-related liabilities areestimates of value and may not necessarily correspond to realizable value.

The valuation methodologies that are used to value our properties and certain real estate-relatedassets involve subjective judgments regarding such factors as comparable sales, rental revenue andoperating expense data, known contingencies, the capitalization or discount rate, and projections offuture rent and expenses based on appropriate analysis. As a result, any valuations and appraisals ofour properties, real estate-related assets and real estate-related liabilities are only estimates of currentmarket value. Ultimate realization of the value of an asset or liability depends to a great extent oneconomic and other conditions beyond our control and the control of the Independent Valuation Firmand other parties involved in the valuation of our assets and liabilities. Further, these valuations maynot necessarily represent the price at which an asset or liability would sell, because market prices ofassets and liabilities can only be determined by negotiation between a willing buyer and seller.Valuations used for determining our NAV also are generally made without consideration of theexpenses that would be incurred in connection with disposing of assets and liabilities. Therefore, thevaluations of our properties, our investments in real estate-related assets and our liabilities may notcorrespond to the timely realizable value upon a sale of those assets and liabilities. In addition to beinga month old when share purchases and redemptions take place, our NAV will not represent thethen-current enterprise value and may not accurately reflect the actual prices at which our assets couldbe liquidated on any given day, the value a third party would pay for all or substantially all of ourshares, or the price that our shares would trade at on a national stock exchange. There will be noretroactive adjustment in the valuation of such assets or liabilities, the price of our shares of commonstock, the price we paid to redeem shares of our common stock or NAV-based fees we paid to theAdvisor, the Sponsor and the Dealer Manager to the extent such valuations prove to not accuratelyreflect the true estimate of value and are not a precise measure of realizable value. Because the priceyou will pay for shares of our common stock in this offering, and the price at which your shares may beredeemed by us pursuant to our share redemption program, will generally be based on our monthlyNAV per share, you may pay more than realizable value or receive less than realizable value for yourinvestment.

In order to disclose a monthly NAV, we are reliant on the parties that we engage for that purpose, inparticular the Independent Valuation Firm and the appraisers that we hire to value and appraise our realestate portfolio.

In order to disclose a monthly NAV, our board of directors, including a majority of ourindependent directors, has adopted valuation procedures that contain a comprehensive set ofmethodologies to be used in connection with the calculation of our NAV, including the engagement ofindependent third parties such as the Independent Valuation Firm, to value our real estate portfolio ona monthly basis, and independent appraisal firms, to provide periodic appraisals with respect to ourproperties. We have also engaged a firm to act as the NAV Accountant and may engage otherindependent third parties or our Advisor to value other assets or liabilities. Although our board ofdirectors, with the assistance of the Advisor, oversees all of these parties and the reasonableness oftheir work product, we will not independently verify our NAV or the components thereof, such as theappraised values of our properties. Our management’s assessment of the market values of ourproperties may also differ from the appraised values of our properties as determined by the

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Independent Valuation Firm. If the parties engaged by us to determine our monthly NAV are unableor unwilling to perform their obligations to us, our NAV could be inaccurate or unavailable, and wecould decide to suspend this offering and our share redemption program.

Our NAV is not subject to GAAP, is not independently audited and involves subjective judgments by theIndependent Valuation Firm and other parties involved in valuing our assets and liabilities.

Our valuation procedures and our NAV are not subject to GAAP and are not subject toindependent audit. Additionally, we are dependent on our Advisor to be reasonably aware of materialevents specific to our properties (such as tenant disputes, damage, litigation and environmental issues)that may cause the value of a property to change materially and to promptly notify the IndependentValuation Firm so that the information may be reflected in our real estate portfolio valuation. Inaddition, the implementation and coordination of our valuation procedures include certain subjectivejudgments of our Advisor, such as whether the Independent Valuation Firm should be notified ofevents specific to our properties that could affect their valuations, as well as of the IndependentValuation Firm and other parties we engage, as to whether adjustments to asset and liability valuationsare appropriate. Accordingly, you must rely entirely on our board of directors to adopt appropriatevaluation procedures and on the Independent Valuation Firm and other parties we engage in order toarrive at our NAV, which may not correspond to realizable value upon a sale of our assets.

No rule or regulation requires that we calculate our NAV in a certain way, and our board of directors,including a majority of our independent directors, may adopt changes to the valuation procedures. Inaddition, because we do not include organization and offering expenses and acquisition expenses for which theAdvisor has agreed to defer reimbursement in our calculation of NAV for a certain period of time, our NAVwill be higher during the period of the deferral and may decrease once such deferral ends.

There are no existing rules or regulatory bodies that specifically govern the manner in which wecalculate our NAV. As a result, it is important that our stockholders pay particular attention to thespecific methodologies and assumptions we will use to calculate our NAV. Other public REITs may usedifferent methodologies or assumptions to determine their NAV. In addition, each year our board ofdirectors, including a majority of our independent directors, will review the appropriateness of ourvaluation procedures and may, at any time, adopt changes to the valuation procedures. For example, wedo not currently include any enterprise value or real estate acquisition costs in our assets calculated forpurposes of our NAV. If we acquire real property assets as a portfolio, we may pay a premium over theamount that we would pay for the assets individually. In addition, we did not include organization andoffering expenses (other than selling commissions, dealer manager fees and distribution fees) in ourcalculation of NAV for periods through December 31, 2019, but rather will amortize them to expenseon a straight-line basis over the five years following December 31, 2019. Beginning January 1, 2020, allorganization and offering expenses (other than selling commissions, dealer manager fees anddistribution fees, which affected and will affect the NAV as indicated below) incurred, as well as thoseexpenses incurred prior to January 1, 2020 which were and will be amortized, reduced and will reduceNAV as part of our estimated income and expense accruals. We have adopted this methodology due tothe Advisor’s agreement to advance all such organization and offering expenses through December 31,2019 and to be reimbursed by us for such advanced organization and offering expenses ratably over thesixty months following December 31, 2019. Similarly, for NAV calculation purposes, any acquisitionexpenses incurred or paid which had not been reimbursed to the Advisor did not reduce NAV forperiods through December 31, 2019, but rather will be amortized to expense on a straight-line basisover the eighteen months following December 31, 2019. Beginning January 1, 2020, all acquisitionexpenses incurred, as well as those expenses incurred prior to January 1, 2020, which will be amortized,reduced and will reduce NAV as part of our estimated income and expense accruals. We have adoptedthis methodology due to the Advisor’s agreement to defer reimbursement of all or a portion ofacquisition expenses incurred or paid on our behalf through December 31, 2019 if, in a given month,

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the reimbursement of acquisition expenses to the Advisor would have caused the NAV per share to belower than the lesser of $10.00 or the NAV per share calculated for the prior month, which we refer toas a shortfall. If the reimbursement resulted in a shortfall, then the Advisor deferred reimbursement ofacquisition expenses in the amount necessary to prevent a shortfall for such month. The Advisor will bereimbursed for any such unreimbursed acquisition expenses ratably over the eighteen months followingDecember 31, 2019. Accordingly, during the period of the Advisor’s deferral of the reimbursement oforganization and offering expenses and acquisition expenses, our NAV was higher than it wouldotherwise be but for the deferral. As of December 31, 2019, the Advisor had incurred organization andoffering expenses and acquisition expenses for which the Advisor had deferred reimbursement in anaggregate amount equal to $21.5 million. Our board of directors may change these or other aspects ofour valuation procedures, which changes may have an adverse effect on our NAV and the price atwhich you may sell shares to us under our share redemption program. See ‘‘Net Asset ValueCalculation and Valuation Procedures’’ for more details regarding our valuation methodologies,assumptions and procedures.

Our NAV per share may suddenly change if the valuations of our properties materially change from priorvaluations or the actual operating results materially differ from what we originally budgeted.

It is possible that the annual appraisals of our properties may not be spread evenly throughout theyear and may differ from the most recent monthly valuation. As such, when these appraisals arereflected in our Independent Valuation Firm’s valuation of our real estate portfolio, there may be asudden change in our NAV per share for each class of our common stock. Property valuation changescan occur for a variety of reasons, such as local real estate market conditions, the financial condition ofour customers, or lease expirations. For example, we expect to regularly face lease expirations acrossour portfolio, and as we move further away from lease commencement toward the end of a lease term,the valuation of the underlying property will be expected to drop depending on the likelihood of arenewal or a new lease on similar terms. Such a valuation drop can be particularly significant whencloser to a lease expiration, especially for single tenant buildings or where an individual tenant occupiesa large portion of a building. We will be at the greatest risk of these valuation changes during periodsin which we have a large number of lease expirations as well as when the lease of a significant tenant iscloser to expiration. Similarly, if a tenant will have an option in the future to purchase one of ourproperties from us at a price that is less than the current valuation of the property, then if the value ofthe property exceeds the option price, the valuation will be expected to decline and begin to approachthe purchase price as the date of the option approaches. In addition, actual operating results may differfrom what we originally budgeted, which may cause a sudden increase or decrease in the NAV pershare amounts. We will accrue estimated revenues and expenses on a monthly basis based on actualleases and expenses in that month. On a periodic basis, we will adjust the revenues and expenseaccruals we estimated to reflect the revenues and expenses actually earned and incurred. We will notretroactively adjust the NAV per share of each class for any adjustments. Therefore, because actualresults from operations may be better or worse than what we previously budgeted, the adjustment toreflect actual operating results may cause the NAV per share for each class of our common stock toincrease or decrease.

New acquisitions may be valued for purposes of our NAV at less than what we pay for them, which woulddilute our NAV and deferred reimbursements of acquisition expenses will dilute our NAV when repaid to theAdvisor.

Pursuant to our valuation procedures, the acquisition price of newly acquired properties will serveas our appraised value for the year of acquisition, and thereafter will be part of the rotating appraisalcycle such that they are appraised at least every calendar year. This is true whether the acquisition isfunded with cash, equity or a combination thereof. However, the Independent Valuation Firm alwayshas the ability to adjust property valuations for purposes of our NAV from the most recent appraised

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value. Similarly, if the Independent Valuation Firm believes that the purchase price for a recentacquisition does not reflect the current value of the property, the Independent Valuation Firm has theability to adjust the valuation for purposes of our NAV downwards immediately after acquisition. Evenif the Independent Valuation Firm does not adjust the valuation downwards immediately following theacquisition, when we obtain an appraisal on the property, it may not appraise at a value equal to thepurchase price. Accordingly, the value of a new acquisition as established under our valuationprocedures could be less than what we pay for it, which could negatively affect our NAV. Largeportfolio acquisitions, in particular, may require a ‘‘portfolio premium’’ to be paid by us in order to bea competitive bidder, and this ‘‘portfolio premium’’ may not be taken into consideration in calculatingour NAV. In addition, acquisition expenses we incur in connection with new acquisitions will negativelyimpact our NAV. The Advisor agreed to defer reimbursement of all or a portion of acquisition expensesincurred or paid on our behalf through December 31, 2019 if, in a given month, the reimbursement ofacquisition expenses to the Advisor would cause the NAV per share to be lower than the lesser of$10.00 or the NAV per share calculated for the prior month, which we refer to as a shortfall. If thereimbursement resulted in a shortfall, then the Advisor deferred reimbursement of acquisition expensesin the amount necessary to prevent a shortfall for such month. The Advisor will be reimbursed for anysuch unreimbursed acquisition expenses ratably over the eighteen months following December 31, 2019.Accordingly, during the period of the Advisor’s deferral of the reimbursement of acquisition expenses,our NAV was higher than it would otherwise be but for the deferral. As of December 31, 2019, therewere no unreimbursed acquisition expenses. We may make acquisitions (with cash or equity) of any sizewithout stockholder approval, and such acquisitions may be dilutive to our NAV.

The NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediatelyquantifiable.

From time to time, we may experience events with respect to our investments that may have amaterial impact on our NAV. For example, and not by way of limitation, changes in governmental rules,regulations and fiscal policies, environmental legislation, acts of God, terrorism, social unrest, civildisturbances and major disturbances in financial markets may cause the value of a property to changematerially. The NAV per share of each class of our common stock as published on any given monthmay not reflect such extraordinary events to the extent that their financial impact is not immediatelyquantifiable. As a result, the NAV per share that we publish may not necessarily reflect changes in ourNAV that are not immediately quantifiable, and the NAV per share of each class published after theannouncement of a material event may differ significantly from our actual NAV per share for such classuntil such time as the financial impact is quantified and our NAV is appropriately adjusted inaccordance with our valuation procedures. The resulting potential disparity in our NAV may inure tothe benefit of redeeming stockholders or non-redeeming stockholders and new purchasers of ourcommon stock, depending on whether our published NAV per share for such class is overstated orunderstated.

The realizable value of specific properties may change before the value is adjusted by the IndependentValuation Firm and reflected in the calculation of our NAV.

Our valuation procedures generally provide that the Independent Valuation Firm will adjust a realproperty’s valuation, as necessary, based on known events that have a material impact on the mostrecent value (adjustments for non-material events may also be made). We are dependent on ourAdvisor to be reasonably aware of material events specific to our properties (such as tenant disputes,damage, litigation and environmental issues, as well as positive events such as new lease agreements)that may cause the value of a property to change materially and to promptly notify the IndependentValuation Firm so that the information may be reflected in our real estate portfolio valuation. Eventsmay transpire that, for a period of time, are unknown to us or the Independent Valuation Firm thatmay affect the value of a property, and until such information becomes known and is processed, the

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value of such asset may differ from the value used to determine our NAV. In addition, although wemay have information that suggests a change in value of a property may have occurred, there may be adelay in the resulting change in value being reflected in our NAV until such information isappropriately reviewed, verified and processed. For example, we may receive an unsolicited offer froman unrelated third party to sell one of our assets at a price that is materially different than the priceincluded in our NAV. Or, we may be aware of a new lease, lease expiry, or entering into a contract forcapital expenditure. Where possible, adjustments generally will be made based on events evidenced byproper final documentation. It is possible that an adjustment to the valuation of a property may occurprior to final documentation if the Independent Valuation Firm determines that events warrantadjustments to certain assumptions (including probability of occurrence) that materially affect value.However, to the extent that an event has not yet become final based on proper documentation, itsimpact on the value of the applicable property may not be reflected (or may be only partially reflected)in the calculation of our NAV.

Our NAV and the NAV of your shares may be diluted in connection with this and future securities offerings.

In connection with this offering, we incur fees and expenses, which will decrease the amount ofcash we have available for operations and new investments. In addition, because the prices of sharessold in this offering will be based on our monthly NAV per share, this offering may be dilutive if ourNAV procedures do not fully capture the value of our shares and/or we do not utilize the proceedsaccretively.

In the future we may conduct other offerings of common stock (whether existing or new classes),preferred stock, debt securities or of interests in our Operating Partnership. We may also amend theterms of this offering. We may structure or amend such offerings to attract institutional investors orother sources of capital. The costs of this offering and future offerings may negatively impact ourability to pay distributions and your overall return.

Interest rate changes may cause volatility in our monthly NAV.

In accordance with our valuation procedures, we generally will use the fair value of our assets andliabilities related to assets held for sale, if any, to determine our monthly NAV. The fair value ofcertain of our assets and such liabilities may be very sensitive to interest rate changes, such as fixedrate borrowings and interest rate hedges that are not intended to be held to maturity. As a result,changes in projected forward interest rates may cause volatility in our monthly NAV.

You will experience dilution in the net tangible book value of your shares equal to the upfront offering costsassociated with your shares.

You will incur immediate dilution equal to the upfront costs of the offering associated with thesale of your shares, including with respect to Class T shares sold in the primary offering, upfront sellingcommissions and dealer manager fees, and with respect to all shares sold in the offering, organizationand offering expenses. This means that investors who purchase our shares of common stock will pay aprice per share that exceeds the amount available to us to purchase assets and therefore, the value ofthese assets upon purchase.

You may be at a greater risk of loss than the Sponsor or the Advisor since our primary source of capital isfunds raised through the sale of shares of our common stock.

Because our primary source of capital is funds raised through the sale of shares of our commonstock, any losses that may occur will be borne primarily by you, rather than by the Sponsor or theAdvisor.

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You will not have the benefit of an independent due diligence review in connection with this offering, whichincreases the risk of your investment.

Because the Advisor and the Dealer Manager are affiliates of, or otherwise related to, theSponsor, you will not have the benefit of an independent due diligence review and investigation of thetype normally performed by an independent underwriter in connection with a securities offering. Thislack of an independent due diligence review and investigation increases the risk of your investment.

The performance component of the advisory fee is calculated on the basis of the overall investment returnprovided to holders of Fund Interests over a calendar year, so it may not be consistent with the return on yourshares.

The performance component of the advisory fee is calculated on the basis of the overallinvestment return provided to holders of Fund Interests (i.e., our outstanding shares and OP Units heldby third parties) in any calendar year such that the Sponsor (or the Advisor, if the Sponsor elects tohave the performance component of the advisory fee paid to the Advisor) will earn a performancecomponent of the advisory fee equal to the lesser of (1) 12.5% of (a) the annual total return amountless (b) any loss carryforward, and (2) the amount equal to (x) the annual total return amount, less(y) any loss carryforward, less (z) the amount needed to achieve an annual total return amount equalto 5.0% of the NAV per Fund Interest at the beginning of such year. Therefore, if the annual totalreturn amount exceeds the Hurdle Amount plus the amount of any loss carryforward, then the Sponsoror the Advisor, as applicable, will earn a performance component equal to 100% of such excess, butlimited to 12.5% of the annual total return amount that is in excess of the loss carryforward. Theforegoing calculations are performed based on the weighted-average number of outstanding FundInterests during the year and the weighted-average total return per Fund Interest. The ‘‘annual totalreturn amount’’ referred to above means all distributions paid or accrued per Fund Interest plus anychange in NAV per Fund Interest since the end of the prior calendar year, adjusted to exclude thenegative impact on annual total return resulting from our payment or obligation to pay, or distribute,as applicable, the performance component of the advisory fee as well as ongoing distribution fees(i.e., our ongoing class-specific fees). If the performance component is being calculated with respect toa year in which we complete a Liquidity Event, for purposes of determining the ‘‘annual total returnamount,’’ the change in NAV per Fund Interest will be deemed to equal the difference between theNAV per Fund Interest as of the end of the prior calendar year and the value per Fund Interestdetermined in connection with such Liquidity Event, as described in ‘‘The Advisor and the AdvisoryAgreement—The Advisory Agreement—Advisory Fee and Expense Reimbursements.’’ The ‘‘losscarryforward’’ referred to above will track any negative annual total return amounts from prior yearsand offset the positive annual total return amount for purposes of the calculation of the performancecomponent of the advisory fee. The loss carryforward was zero as of the effective date of the AdvisoryAgreement. Therefore, payment of the performance component of the advisory fee (1) is contingentupon the overall return to the holders of Fund Interests exceeding the Hurdle Amount plus the amountof any loss carryforward, (2) will vary in amount based on our actual performance and (3) cannot causethe overall return to the holders of Fund Interests for the year to be reduced below 5.0%.

As a result of the manner in which the performance component is calculated, as described above,the performance component is not directly tied to the performance of the shares you purchase, theclass of shares you purchase, or the time period during which you own your shares. The performancecomponent may be payable to the Advisor or the Sponsor even if the NAV of your shares at the timethe performance component is calculated is below your purchase price, and the thresholds at whichincreases in NAV count towards the overall return to the holders of Fund Interests are not based onyour purchase price. Because of the class-specific allocations of the ongoing distribution fee, whichdiffer among classes, we do not expect the overall return of each class of Fund Interests to ever be thesame. However, if and when the performance component of the advisory fee is payable, the expense

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will be allocated among all holders of Fund Interests ratably according to the NAV of their units orshares, regardless of the different returns achieved by different classes of Fund Interests during theyear. Further, stockholders who redeem their shares during a given year may redeem their shares at alower NAV per share as a result of an accrual for the estimated performance component of theadvisory fee, even if no performance component is ultimately payable to the Advisor or the Sponsor forall or any portion of such calendar year. In addition, if the Sponsor or the Advisor earns theperformance component of the advisory fee in any given year, neither of them will be obligated toreturn any portion of it based on our subsequent performance. See ‘‘The Advisor and the AdvisoryAgreement—The Advisory Agreement.’’

The payment of fees and expenses to the Advisor and its affiliates and the Dealer Manager reduces the cashavailable for distribution and increases the risk that you will not be able to recover the amount of yourinvestment in our shares.

The Advisor and the Dealer Manager perform services for us, including, among other things, theselection and acquisition of our investments, the management of our assets, the disposition of ourassets, the financing of our assets and certain administrative services. We pay the Advisor and itsaffiliates and the Dealer Manager fees and expense reimbursements for these services, which willreduce the amount of cash available for further investments or distribution to our stockholders.

We will be required to pay substantial compensation to the Advisor and its affiliates or related parties, whichmay be increased or decreased during this offering or future offerings by a majority of our board of directors,including a majority of the independent directors.

Subject to limitations in our charter, the fees, compensation, income, expense reimbursements,interest and other payments that we will be required to pay to the Advisor and its affiliates or relatedparties may increase or decrease during this offering or future offerings from those described in the‘‘Management Compensation’’ section if such change is approved by a majority of our board ofdirectors, including a majority of the independent directors. For example, we recently made substantialchanges to our agreements with the Advisor and the Dealer Manager. These payments to the Advisorand its affiliates or related parties will decrease the amount of cash we have available for operationsand new investments and could negatively impact our ability to pay distributions and your overallreturn.

We may have difficulty completely funding our distributions with funds provided by cash flows from operatingactivities; therefore, we may use cash flows from financing activities, which may include borrowings and netproceeds from primary shares sold in this offering, proceeds from the issuance of shares under ourdistribution reinvestment plan, cash resulting from a waiver or deferral of fees by the Advisor or from expensesupport provided by the Advisor, or other sources to fund distributions to our stockholders. The use of thesesources to pay distributions and the ultimate repayment of any liabilities incurred could adversely impact ourability to pay distributions in future periods, decrease the amount of cash we have available for operationsand new investments and/or potentially impact the value or result in dilution of your investment by creatingfuture liabilities, reducing the return on your investment or otherwise.

Until the proceeds from this offering are fully invested, and from time to time thereafter, we maynot generate sufficient cash flows from operating activities, as determined on a GAAP basis, to fullyfund distributions to you. To date, we have funded, and expect to continue to fund, distributions to ourstockholders, with cash flows from financing activities, which may include borrowings and net proceedsfrom primary shares sold in this offering, proceeds from the issuance of shares under our distributionreinvestment plan, cash resulting from a waiver or deferral of fees or expense reimbursementsotherwise payable to the Advisor or its affiliates, cash resulting from the Advisor or its affiliates payingcertain of our expenses, proceeds from the sales of assets, or from our cash balances. Our charter does

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not prohibit our use of such sources to fund distributions. We may be required to fund distributionsfrom a combination of some of these sources if our investments fail to perform as anticipated, ifexpenses are greater than expected or as a result of numerous other factors. We have not established acap on the amount of our distributions that may be paid from any of these sources. Using certain ofthese sources may result in a liability to us, which would require a future repayment. For the term of,and pursuant to, the Expense Support Agreement, we expect to rely on cash resulting from the deferralof the fixed component of the advisory fee and/or expense support from the Advisor to help fund ourcash distributions in excess of certain thresholds defined in the agreement. See ‘‘ManagementCompensation—Expense Support Agreement.’’ The Expense Support Agreement has an effective termthrough June 30, 2020, but may be terminated prior thereto without cause or penalty by a majority ofour independent directors upon 30 days’ written notice to the Advisor. Upon the earlier of thetermination or expiration of the Expense Support Agreement or upon reaching the maximum supportamount of $15.0 million as further described in the Expense Support Agreement, the Advisor will notbe obligated to defer fees or otherwise support our distributions, which could adversely impact ourability to pay distributions. In addition, the Advisor’s obligations under the Expense SupportAgreement will immediately terminate upon the earlier to occur of (i) the termination or non-renewalof the Advisory Agreement, (ii) the delivery by us of notice to the Advisor of our intention toterminate or not renew the Advisory Agreement, (iii) our completion of a Liquidity Event or (iv) thetime the Advisor has deferred or paid the maximum support amount of $15.0 million. Further, theAdvisor may elect to immediately terminate its obligations under the Expense Support Agreement if wemodify our calculation of FFO. Except with respect to the early termination events described above,any obligation of the Advisor to make payments under the Expense Support Agreement with respect tothe calendar quarter ending June 30, 2020 will remain operative and in full force and effect throughthe end of such quarter. To the extent the Expense Support Agreement is no longer available, we mayneed to borrow additional money under our debt financings to support distributions or we maydetermine to reduce distributions. For the year ended December 31, 2019, approximately 8.9% of ourtotal gross distributions were paid from cash flows from operating activities, as determined on a GAAPbasis, and 91.1% of our total gross distributions were funded from sources other than cash flows fromoperating activities; specifically, 30.2% of our total gross distributions were paid from cash provided byexpense support from the Advisor, 10.9% of our total gross distributions were funded with proceedsfrom financing activities and 50.0% were funded with proceeds from the issuance of shares under ourdistribution reinvestment plan.

The use of the sources described above for distributions and the ultimate repayment of anyliabilities incurred, as well as the payment of distributions in excess of our FFO, could adversely impactour ability to pay distributions in future periods, decrease the amount of cash we have available foroperations and new investments and reduce your overall return and adversely impact and dilute thevalue of your investment in shares of our common stock. To the extent distributions in excess of currentand accumulated earnings and profits (i) do not exceed a stockholder’s adjusted basis in our stock, suchdistributions will not be taxable to a stockholder, but rather a stockholder’s adjusted basis in our stockwill be reduced; and (ii) exceed a stockholder’s adjusted tax basis in our stock, such distributions will beincluded in income as long-term capital gain if the stockholder has held its shares for more than oneyear and otherwise as short-term capital gain.

In addition, the Advisor or its affiliates could choose to receive shares of our common stock orinterests in the Operating Partnership in lieu of cash or deferred fees or the repayment of advances towhich they are entitled, and the issuance of such securities may dilute your investment in shares of ourcommon stock.

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There is very limited liquidity for our shares of common stock. If we do not effect a Liquidity Event, it will bevery difficult for you to have liquidity for your investment in shares of our common stock.

On a limited basis, you may be able to have your shares redeemed through our share redemptionprogram. However, in the future we may also consider various Liquidity Events. There can be noassurance that we will ever seek to effect, or be successful in effecting, a Liquidity Event. Our charterdoes not require us to pursue a Liquidity Event or any transaction to provide liquidity to ourstockholders. If we do not effect a Liquidity Event, it will be very difficult for you to have liquidity foryour investment in shares of our common stock other than limited liquidity through any shareredemption program.

We currently do not have research analysts reviewing our performance.

We do not have research analysts reviewing our performance or our securities on an ongoing basis.Therefore, we do not have an independent review of our performance and value of our common stockrelative to publicly traded companies.

The availability and timing of cash distributions to our stockholders is uncertain.

We bear all expenses incurred in our operations, which are deducted from cash funds generated byoperations prior to computing the amount of cash from operations available for distributions to ourstockholders. In addition, there are ongoing distribution fees payable on Class T shares and Class Wshares, which will reduce the amount of cash available for distribution to holders of Class T shares andClass W shares. Distributions could also be negatively impacted by the failure to deploy available cashon an expeditious basis, the inability to find suitable investments that are not dilutive to distributions,potential poor performance of our investments, an increase in expenses for any reason (includingexpending funds for redemptions in excess of the proceeds from our distribution reinvestment plan)and due to numerous other factors. Any request by the holders of our OP Units to redeem some or allof their OP Units for cash may also impact the amount of cash available for distribution to ourstockholders. In addition, our board of directors, in its discretion, may retain any portion of such fundsfor working capital. There can be no assurance that sufficient cash will be available to makedistributions to you or that the amount of distributions will increase and not decrease over time.Should we fail for any reason to distribute at least 90% of our REIT taxable income (determinedwithout regard to the dividends paid deduction and excluding any net capital gain), we would notqualify for the favorable tax treatment accorded to REITs.

If we internalize our management functions, the percentage of our outstanding shares of common stock ownedby our other stockholders could be reduced, we could incur other significant costs associated with beingself-managed, and any internalization could have other adverse effects on our business and financialcondition.

At some point in the future, we may internalize the functions performed for us by the Advisor,particularly if we seek to list our shares on an exchange as a way of providing our stockholders with aLiquidity Event. The method by which we could internalize these functions could take many forms. Wemay hire our own group of executives and other employees or we may acquire the Advisor or its assets,including its existing workforce. Any internalization transaction could result in significant payments tothe owners of the Advisor, including in the form of our stock which could reduce the percentageownership of our then existing stockholders and concentrate ownership in the Sponsor. Such costs alsomay limit or preclude our ability to successfully achieve a Liquidity Event. In addition, there is noassurance that internalizing our management functions will be beneficial to us and our stockholders.For example, we may not realize the perceived benefits because of the costs of being self-managed orwe may not be able to properly integrate a new staff of managers and employees or we may not beable to effectively replicate the services provided previously by the Advisor or its affiliates.

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Internalization transactions have also, in some cases, been the subject of litigation. Even if these claimsare without merit, we could be forced to spend significant amounts of money defending claims whichwould reduce the amount of funds available for us to invest in real estate assets or to pay distributions.

If another investment program, whether sponsored by the Sponsor or otherwise, hires the current executives orkey personnel of the Advisor in connection with an internalization transaction or otherwise, or if we were tointernalize our management but cannot retain some or all of our current executives or key personnel of theAdvisor, our ability to conduct our business may be adversely affected.

We will rely on key personnel of the Advisor to manage our day-to-day operating and acquisitionactivities. In addition, all of our current executives and other key personnel of the Advisor may provideservices to one or more other investment programs, including other public investment programssponsored or advised by affiliates of the Sponsor. These programs or third parties may decide to retainor hire some or all of our current executives and the Advisor’s other key personnel in the futurethrough an internalization transaction or otherwise. If this occurs, we may not be able to retain someor all of our current executives and other key personnel of the Advisor who are most familiar with ourbusiness and operations, thereby potentially adversely impacting our business. If we were to effectuatean internalization of the Advisor, we may not be able to retain all of the current executives and theAdvisor’s other key personnel or to maintain a relationship with the Sponsor, which also may adverselyaffect our ability to conduct our business.

We have broad authority to incur debt, and high debt levels could hinder our ability to make distributions andcould decrease the value of an investment in shares of our common stock.

Under our charter, we have a limitation on borrowing which precludes us from borrowing in excessof 300% of the value of our net assets, provided that we may exceed this limit if a higher level ofborrowing is approved by a majority of our independent directors. High debt levels could cause us toincur higher interest charges, could result in higher debt service obligations, could be accompanied byrestrictive covenants, and generally could make us subject to the risks associated with higher leverage.These factors could limit the amount of cash we have available to distribute and could result in adecline in the value of an investment in shares of our common stock.

RISKS RELATED TO OUR GENERAL BUSINESS OPERATIONS AND OUR CORPORATESTRUCTURE

If we are delayed in finding or unable to find suitable investments, we may not be able to achieve ourinvestment objectives and make distributions to our stockholders.

We could suffer from delays in identifying suitable investments due to, among other factors,competition we face for real property investments from other REITs and institutional investors, as wellas from certain other entities sponsored or advised by affiliates of the Sponsor, which may have greaterfinancial resources than we do, may be able to accept more risk than we can and may possess othersignificant competitive advantages over us, including a lower cost of capital. Because we are conductingthis offering on a ‘‘best efforts’’ basis over time, our ability to commit to purchase specific assets willalso depend, in part, on the amount of proceeds we have received at a given time. If we are delayed infinding or unable to find suitable investments, we may not be able to achieve our investment objectives,make distributions to you or continue to fund distributions from sources other than cash flows fromoperating activities. In addition, such delays in our ability to find suitable investments would increasethe length of time that offering proceeds are held in short term liquid investments that are expected toonly produce minimal returns.

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We anticipate that our investments will continue to be concentrated in the industrial real estate sector andprimarily in the largest distribution and logistics markets in the U.S., and our business could be adverselyaffected by an economic downturn in that sector or in those geographic areas.

We anticipate that our investments will continue to be concentrated in the industrial real estatesector and primarily in the largest distribution and logistics markets in the U.S. Such industryconcentration may expose us to the risk of economic downturns in this sector, such as downturns thatmay result from economic uncertainty with respect to imports and international trade or changes totrade agreements, to a greater extent than if our business activities included investing a more significantportion of the net proceeds of this offering in other sectors of the real estate industry; and such marketconcentrations may expose us to the risk of economic downturns in these areas. As of December 31,2019, 15.6%, 13.9%, 13.1% and 12.4% of our total annualized base rent was concentrated in theSouthern California, Reno, Las Vegas and Pennsylvania markets, respectively. As a result of thisgeographic concentration, our business is dependent on the economy in these markets generally, and onthe respective markets for industrial property demand in particular, which could expose us to greatereconomic risks than if we were invested in a more geographically diverse portfolio. In addition, if ourcustomers are concentrated in any particular industry, any adverse economic developments in suchindustry could expose us to additional risks. These concentration risks could negatively impact ouroperating results and affect our ability to make distributions to our stockholders.

We are dependent on customers for revenue and our inability to lease our properties or to collect rent fromour customers will adversely affect our results of operations and returns to you.

Our revenues from property investments depend on the creditworthiness of our customers andwould be adversely affected by the loss of or default by significant customers. Much of our customerbase is comprised of non-rated and non-investment grade customers. As of December 31, 2019, our topfive customers represented 22.4% of our total annualized base rent, our top ten customers represented37.6% of our total annualized base rent and there were two customers that individually representedmore than 5.0% of our total annualized base rent. Our results of operations are currently substantiallydependent on our top customers, and any downturn in their businesses could have a material adverseeffect on our operations. In addition, certain of our properties are occupied by a single customer, andas a result, the success of those properties depends on the financial stability of that customer. Leasepayment defaults by customers could impact operating results, causing us to lower our NAV, reduce theamount of distributions to our stockholders, or could force us to find an alternative source of fundingto pay any mortgage loan interest or principal, taxes, or other obligations relating to the property. Inthe event of a customer default, we may also experience delays in enforcing our rights as landlord andmay incur substantial costs in protecting our investment and re-leasing our property. If a lease isterminated, the value of the property may be immediately and negatively affected and we may beunable to lease the property for the rent previously received or at all or sell the property withoutincurring a loss.

A prolonged national or world-wide economic downturn or volatile capital market conditions could harm ouroperations, cash flows and financial condition and lower returns to you.

If disruptions in the capital and credit markets occur, they could adversely affect our ability toobtain loans, credit facilities, debt financing and other financing, or, when available, to obtain suchfinancing on reasonable terms, which could negatively impact our ability to implement our investmentstrategy.

If these disruptions in the capital and credit markets should occur as a result of, among otherfactors, uncertainty, changing regulation, changes in trade agreements, reduced alternatives oradditional failures of significant financial institutions, our access to liquidity could be significantlyimpacted. For example, customers and potential customers of our properties operate in industries

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including e-commerce, traditional retail, third-party logistics, warehousing and manufacturing, all ofwhich may be adversely impacted by recently enacted and proposed changes to U.S. foreign tradepolicies, including tariffs and other impositions on imported goods, trade sanctions imposed on certaincountries, the limitation on the importation of certain types of goods or of goods containing certainmaterials from other countries and other policies. Prolonged disruptions could result in us takingmeasures to conserve cash until the markets stabilize or until alternative credit arrangements or otherfunding for our business needs could be arranged. Such measures could include deferring investments,reducing or eliminating the number of shares redeemed under our share redemption program andreducing or eliminating distributions we make to you.

We believe the risks associated with our business are more severe during periods of economicdownturn if these periods are accompanied by declining values in real estate. For example, a prolongedeconomic downturn could negatively impact our property investments as a result of increased customerdelinquencies and/or defaults under our leases, generally lower demand for rentable space, potentialoversupply of rentable space leading to increased concessions, and/or tenant improvement expenditures,or reduced rental rates to maintain occupancies. Our operations could be negatively affected to agreater extent if an economic downturn occurs, is prolonged or becomes more severe, which couldsignificantly harm our revenues, results of operations, financial condition, liquidity, business prospectsand our ability to make distributions to you.

The current outbreak of the novel coronavirus, or COVID-19, has caused severe disruptions in the U.S. andglobal economy and will likely have an adverse impact on our financial condition and results of operations.This impact could be materially adverse to the extent the current COVID-19 outbreak, or future pandemics,cause customers to be unable to pay their rent or reduce the demand for commercial real estate, or causeother impacts described below.

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced inWuhan, China. COVID-19 has since spread to over 100 countries, including the United States.COVID-19 has also spread to every state in the United States. On March 11, 2020 the World HealthOrganization declared COVID-19 a pandemic, and on March 13, 2020 the United States declared anational emergency with respect to COVID-19.

The outbreak of COVID-19 in many countries, including the United States, continues to adverselyimpact global economic activity and has contributed to significant volatility and negative pressure infinancial markets. The global impact of the outbreak has been rapidly evolving and, as cases of thevirus have continued to be identified in additional countries, many countries, including the UnitedStates, have reacted by instituting quarantines and restrictions on travel.

Nearly all U.S. cities and states, including cities and states where our properties are located, havealso reacted by instituting quarantines, restrictions on travel, ‘‘shelter in place’’ rules, restrictions ontypes of business that may continue to operate, and/or restrictions on types of construction projects thatmay continue. We expect that additional states and cities will implement similar restrictions and therecan be no assurances as to the length of time these restrictions will remain in place. The COVID-19outbreak has had, and future pandemics could have, a significant adverse impact on economic andmarket conditions of economies around the world, including the United States, and has triggered aperiod of global economic slowdown or global recession.

The effects of COVID-19 or another pandemic could adversely affect us and/or our customers dueto, among other factors:

• the unavailability of personnel, including executive officers and other leaders that are part of themanagement team and the inability to recruit, attract and retain skilled personnel—to the extentmanagement or personnel are impacted in significant numbers by the outbreak of pandemic or

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epidemic disease and are not available or allowed to conduct work—business and operatingresults may be negatively impacted;

• difficulty accessing debt and equity capital on attractive terms, or at all—a severe disruption andinstability in the global financial markets or deteriorations in credit and financing conditions mayaffect our and our customers’ ability to access capital necessary to fund business operations orreplace or renew maturing liabilities on a timely basis, and may adversely affect the valuation offinancial assets and liabilities, any of which could affect our ability to meet liquidity and capitalexpenditure requirements or have a material adverse effect on our business, financial condition,results of operations and cash flows;

• an inability to operate in affected areas, or delays in the supply of products or services from thevendors that are needed to operate effectively;

• customers’ inability to pay rent on their leases or our inability to re-lease space that is orbecomes vacant, which inability, if extreme, could cause us to: (i) no longer be able to paydistributions at our current rates or at all in order to preserve liquidity and (ii) be unable tomeet our debt obligations to lenders, which could cause us to lose title to the properties securingsuch debt, trigger cross-default provisions, or could cause us to be unable to meet debtcovenants, which could cause us to have to sell properties or refinance debt on unattractiveterms;

• an inability to ensure business continuity in the event our continuity of operations plan is noteffective or improperly implemented or deployed during a disruption;

• our inability to raise capital in our ongoing public offering, if investors are reluctant to purchaseour shares;

• our inability to deploy capital due to slower transaction volume which may be dilutive toshareholders; and

• our inability to satisfy redemption requests and preserve liquidity, if demand for redemptionsexceeds the limits of our share redemption program or ability to fund redemptions.

Because our property investments are located in the United States, COVID-19 has begun and willcontinue to impact our properties and operating results given its continued spread within the UnitedStates reduces occupancy, increases the cost of operation, results in limited hours or necessitates theclosure of such properties. In addition, quarantines, states of emergencies and other measures taken tocurb the spread of COVID-19 may negatively impact the ability of such properties to continue toobtain necessary goods and services or provide adequate staffing, which may also adversely affect ourproperties and operating results.

Customers and potential customers of the properties we own operate in industries that are beingadversely affected by the disruption to business caused by this global outbreak. Customers or operatorshave been, and may in the future be, required to suspend operations at our properties for what couldbe an extended period of time. A significant number of our customers have requested rent concessionsand more customers may request rent concessions or may not pay rent in the future. This could lead toincreased customer delinquencies and/or defaults under leases, a lower demand for rentable spaceleading to increased concessions or lower occupancy, and/or tenant improvement expenditures, orreduced rental rates to maintain occupancies. Our operations could be materially negatively affected ifthe economic downturn is prolonged, which could adversely affect our operating results, ability to payour distributions, our ability to repay or refinance our debt, and the value of our shares.

The rapid development and fluidity of this situation precludes any prediction as to the ultimateimpact of COVID-19. The full extent of the impact and effects of COVID-19 on our future financialperformance, as a whole, and, specifically, on our real estate property holdings are uncertain at this

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time. The impact will depend on future developments, including, among other factors, the duration andspread of the outbreak, along with related travel advisories and restrictions, the recovery time of thedisrupted supply chains, the consequential staff shortages, and production delays, and the uncertaintywith respect to the duration of the global economic slowdown. COVID-19 and the current financial,economic and capital markets environment, and future developments in these and other areas presentuncertainty and risk with respect to our performance, financial condition, results of operations, cashflows, and value of our shares.

The current outbreak of COVID-19 and resulting impacts on the U.S. economy and financial markets hascreated extreme uncertainty and volatility with respect to the current and future values of real estate, andtherefore our NAV per share, as well as the market value of our debt (including associated interest ratehedges). As a result, our NAV per share may not reflect the actual realizable value of our underlyingproperties at any given time or the market value of our debt (including associated interest rate hedges).

The current outbreak of COVID-19 and resulting impacts on the U.S. economy and financialmarkets have created extreme uncertainty and volatility with respect to the current and future values ofreal estate and real estate-related assets, borrowings and hedges. The recent COVID-19 pandemic isexpected to continue to have a significant impact on local, national and global economies and hasresulted in a world-wide economic slowdown. The fallout from the ongoing pandemic on ourinvestments is uncertain; however, it is expected to have a negative impact on the overall real estatemarket. In addition, slower transaction volume may result in less data for assessing real estate values.This increases the risk that our NAV per share may not reflect the actual realizable value of ourunderlying properties at any given time, as valuations and appraisals of our properties and real estate-related assets are only estimates of market value as of the end of the prior month and may not reflectthe changes in values resulting from the COVID-19 pandemic, as this impact is occurring rapidly and isnot immediately quantifiable. To the extent real estate values decline after the date we disclose ourNAV, whether due to the COVID-19 outbreak or otherwise, (i) we may overpay to redeem our shares,which would adversely affect the investment of non-redeeming stockholders, and (ii) new investors mayoverpay for their investment in our common stock, which would heighten their risk of loss.Furthermore, because we generally do not mark to market our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity or our associated interest rate hedges thatare intended to be held to maturity, the realizable value of our company or our assets that areencumbered by debt may be higher or lower than the value used in the calculation of our NAV. Thisrisk may be exacerbated by the current market volatility, which can lead to large and sudden swings inthe fair value of our assets and liabilities. We currently estimate the fair value of our debt (inclusive ofassociated interest rate hedges) that was intended to be held to maturity as of March 31, 2020 was$4.9 million higher than par for such debt in aggregate, meaning that if we used the fair value of ourdebt rather than par (and treated the associated hedge as part of the same financial instrument), ourNAV would be lower by approximately $4.9 million, or $0.05 per share, as of March 31, 2020.

Yields on and safety of deposits may be lower due to the extensive decline in the financial markets.

Until we invest the proceeds of the offerings in properties, debt and other investments, wegenerally plan to hold those funds in permitted investments. Subject to applicable REIT rules, suchinvestments include money market funds, bank money market accounts and CDs or other accounts atthird-party depository institutions. Continuous or unusual declines in the financial markets may resultin a loss of some or all of these funds. In particular, during times of economic distress, money marketfunds have experienced intense redemption pressure and have had difficulty satisfying redemptionrequests. As such, we may not be able to access the cash in our money market investments. In addition,income from these investments is minimal.

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The failure of any bank in which we deposit our funds could reduce the amount of cash we have available topay distributions and make additional investments.

We will seek to diversify our excess cash and cash equivalents among several banking institutions inan attempt to minimize exposure to any one of these entities. However, the Federal Deposit InsuranceCorporation generally only insures amounts up to $250,000 per depositor per insured bank. It is likelythat we will have cash and cash equivalents and restricted cash deposited in certain financial institutionssubstantially in excess of federally insured levels. If any of the banking institutions in which we depositfunds ultimately fails, we may lose our deposits over $250,000. The loss of our deposits could reducethe amount of cash we have available to distribute or invest and could result in a decline in the valueof your investment.

Non-traded REITs have been the subject of increased scrutiny by regulators and media outlets resulting frominquiries and investigations initiated by FINRA and the SEC. We could become the subject of scrutiny andmay face difficulties in raising capital should negative perceptions develop regarding non-traded REITs. As aresult, we may be unable to raise substantial funds which would negatively impact our business.

Our securities are sold primarily through the independent broker dealer channel (i.e., U.S. brokerdealers that are not affiliated with money center banks or similar financial institutions). Governmentaland self-regulatory organizations like the SEC and FINRA impose and enforce regulations on brokerdealers, investment banking firms, investment advisers and similar financial services companies.Self-regulatory organizations, such as FINRA, adopt rules, subject to approval by the SEC that governaspects of the financial services industry and conduct periodic examinations of the operations ofregistered investment dealers and broker dealers.

As a result of this increased scrutiny and accompanying negative publicity and coverage by mediaoutlets, FINRA may impose additional restrictions on sales practices in the independent broker dealerchannel for non-traded REITs, and accordingly we may face increased difficulty in raising capital in thisoffering. If we are unable to raise substantial funds in this offering, the number and type of investmentswe may make will be limited, which would negatively impact our overall business plan. If we becomethe subject of scrutiny, even if we have complied with all applicable laws and regulations, responding tosuch scrutiny could be expensive, harmful to our reputation, distracting to our management and maynegatively impact our ability to raise capital.

Terrorist attacks and other acts of violence, civilian unrest or war may affect the markets in which we operate,our operations and our profitability.

Terrorist attacks and other acts of violence, civilian unrest, or war may negatively affect ouroperations and your investment. We may acquire real estate assets located in areas that are susceptibleto attack. In addition, any kind of terrorist activity or violent criminal acts, including terrorist actsagainst public institutions or buildings or modes of public transportation (including airlines, trains orbuses) could have a negative effect on our business. These events may directly impact the value of ourassets through damage, destruction, loss or increased security costs. Although we may obtain terrorisminsurance, we may not be able to obtain sufficient coverage to fund any losses we may incur. Risksassociated with potential acts of terrorism could sharply increase the premiums we pay for coverageagainst property and casualty claims. Further, certain losses resulting from these types of events areuninsurable or not insurable at reasonable costs.

More generally, any terrorist attack, other act of violence or war, including armed conflicts, couldresult in increased volatility in, or damage to, the worldwide financial markets and economy. Increasedeconomic volatility could adversely affect our customers’ ability to pay rent on their leases or our abilityto borrow money or issue capital stock at acceptable prices and have a material adverse effect on ourfinancial condition, results of operations and ability to pay distributions to you.

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Our business could suffer in the event the Advisor, the Dealer Manager, our transfer agent or any other partythat provides us with services essential to our operations experiences system failures or cyber incidents or adeficiency in cybersecurity.

The Advisor, the Dealer Manager, our transfer agent and other parties that provide us withservices essential to our operations are vulnerable to service interruptions or damages from any numberof sources, including computer viruses, malware, unauthorized access, energy blackouts, naturaldisasters, terrorism, war and telecommunication failures. Any system failure or accident that causesinterruptions in our operations could result in a material disruption to our business. A cyber incident isconsidered to be any adverse event that threatens the confidentiality, integrity or availability ofinformation resources. More specifically, a cyber incident is an intentional attack or an unintentionalevent that may include, but is not limited to, gaining unauthorized access to systems to disruptoperations, corrupt data, steal assets or misappropriate company funds and/or confidential information,including, for example, confidential information regarding our stockholders. As reliance on technologyin our industry has increased, so have the risks posed to our systems, both internal and those we haveoutsourced. In addition, the risk of cyber incidents has generally increased as the number, intensity andsophistication of attempted attacks and intrusions from around the world have increased. Cyberincidents may be carried out by third parties or insiders, including by computer hackers, foreigngovernments and cyber terrorists, using techniques that range from highly sophisticated efforts to moretraditional intelligence gathering and social engineering aimed at obtaining information. Theremediation costs and lost revenues experienced by a victim of a cyber incident may be significant andsignificant resources may be required to repair system damage, protect against the threat of futuresecurity breaches or to alleviate problems, including reputational harm, loss of revenues and litigation,caused by any breaches. There also may be liability for any stolen assets or misappropriated companyfunds or confidential information. Any material adverse effect experienced by the Advisor, the DealerManager, our transfer agent and other parties that provide us with services essential to our operationscould, in turn, have an adverse impact on us.

Our board of directors determines our major policies and operations which increases the uncertainties facedby you.

Our board of directors determines our major policies, including our policies regarding acquisitions,dispositions, financing, growth, debt capitalization, REIT qualification, listing, redemptions anddistributions. Our board of directors may amend or revise these and other policies without providingnotice to or obtaining the consent of our stockholders, which could result in investments that aredifferent than those described in this prospectus. Under the Maryland General Corporation Law andour charter, our stockholders have a right to vote only on limited matters. Our board of directors’broad discretion in setting policies and your inability to exert control over those policies increases theuncertainty and risks you face, especially if our board of directors and you disagree as to what courseof action is in your best interests.

Our board of directors adopted a delegation of authority policy and pursuant to such policy, has establishedthe Combined Industrial Advisors Committee, which is not a committee of our board of directors, but consistsof certain of our officers and officers of the Advisor. Our board of directors has delegated to the CombinedIndustrial Advisors Committee certain responsibilities with respect to certain acquisition, disposition, leasing,capital expenditure and borrowing decisions, which may result in our making riskier investments and whichcould adversely affect our results of operations and financial condition.

Our board of directors has delegated to the Combined Industrial Advisors Committee theauthority to execute certain transactions and make certain decisions on our behalf. The CombinedIndustrial Advisors Committee has the authority to approve certain transactions, including acquisitions,dispositions and leases, as well as to make decisions with respect to capital expenditures and

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borrowings, in each case so long as such investments and decisions meet certain board-approvedparameters (that include limitations regarding the dollar amount of the transactions, among others) andare consistent with the requirements of our charter. There can be no assurance that the CombinedIndustrial Advisors Committee will be successful in applying any strategy or discretionary approach toour investment activities pursuant to this delegation of authority. Our board of directors will review theinvestment decisions made pursuant to this delegation of authority periodically. The prior approval ofour board of directors or a committee of our independent directors will be required as set forth in ourcharter (including for transactions with affiliates of the Advisor) or for transactions or decisions thatare outside of the board-approved parameters placed on this delegation of authority. Transactionsentered into and decisions made by the Combined Industrial Advisors Committee on our behalf may becostly, difficult or impossible to unwind if our board of directors later reviews them and determinesthat they should not have been entered into or made.

Certain provisions in the partnership agreement of our Operating Partnership may delay, defer or prevent anunsolicited acquisition of us or a change of our control.

Provisions in the partnership agreement of our Operating Partnership may delay, defer or preventan unsolicited acquisition of us or a change of our control. These provisions include, among others:

• redemption rights of qualifying parties;

• a requirement that we may not be removed as the general partner of the operating partnershipwithout our consent;

• transfer restrictions on our OP Units;

• our ability, as general partner, in some cases, to amend the partnership agreement without theconsent of the limited partners; and

• the right of the limited partners to consent to transfers of the general partnership interest andmergers under specified circumstances.

These provisions could discourage third parties from making proposals involving an unsolicitedacquisition of us or a change of our control, although some stockholders might consider such proposals,if made, desirable. Our charter and bylaws, the partnership agreement of our Operating Partnershipand Maryland law also contain other provisions that may delay, defer or prevent a transaction or achange of control of us that might involve a premium price for our common stock or that ourstockholders otherwise might believe to be in their best interests. See ‘‘The Operating PartnershipAgreement—Transferability of Operating Partnership Interests’’ and ‘‘Description of Capital Stock—Business Combinations,’’ ‘‘—Control Share Acquisitions,’’ and ‘‘—Advance Notice of DirectorNominations and New Business.’’

Our UPREIT structure may result in potential conflicts of interest with limited partners in the OperatingPartnership whose interests may not be aligned with those of our stockholders.

Limited partners in the Operating Partnership have the right to vote on certain amendments to thesixth amended and restated limited operating partnership agreement of the Operating Partnership, orthe ‘‘Operating Partnership Agreement,’’ as well as on certain other matters. Persons holding suchvoting rights may exercise them in a manner that conflicts with your interests. As general partner of theOperating Partnership, we are obligated to act in a manner that is in the best interests of all partnersof the Operating Partnership. Circumstances may arise in the future when the interests of limitedpartners in the Operating Partnership may conflict with the interests of our stockholders. Theseconflicts may be resolved in a manner stockholders believe is not in their best interests.

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We may acquire co-ownership interests in property that are subject to certain co-ownership agreements whichmay have an adverse effect on our results of operations, relative to if the co-ownership agreements did notexist.

We may acquire co-ownership interests, especially in connection with the Operating Partnership’spotential private placements, such as tenancy-in-common interests in property, interests in Delawarestatutory trusts that own property and/or similar interests, which are subject to certain co-ownershipagreements. The co-ownership agreements may limit our ability to encumber, lease, or dispose of ourco-ownership interest. Such agreements could affect our ability to turn our investments into cash andcould affect cash available for distributions to you. The co-ownership agreements could also impair ourability to take actions that would otherwise be in the best interest of our stockholders and, therefore,may have an adverse effect on our results of operations, relative to if the co-ownership agreements didnot exist.

The Operating Partnership’s potential private placements of tenancy-in-common interests in properties,Delaware statutory trust interests and/or similar interests could subject us to liabilities from litigation orotherwise.

The Operating Partnership may offer undivided tenancy-in-common interests in properties,interests in Delaware statutory trusts that own properties and/or similar interests to accredited investorsin private placements exempt from registration under the Securities Act. We anticipate that thesetenancy-in-common interests, Delaware statutory trust interests and/or similar interests may serve asreplacement properties for investors seeking to complete like-kind exchange transactions underSection 1031 of the Internal Revenue Code of 1986, as amended, or the ‘‘Code.’’ Additionally, theproperties associated with any tenancy-in-common interests, Delaware statutory trust interests and/orsimilar interests sold to investors pursuant to such private placements are expected to be 100% leasedby the Operating Partnership, and such leases would be expected to contain purchase options wherebythe Operating Partnership would have the right to acquire the tenancy-in-common interests, Delawarestatutory trust interests and/or similar interests from the investors at a later time in exchange for OPUnits under Section 721 of the Code. Investors who acquire tenancy-in-common interests, Delawarestatutory trust interests and/or similar interests pursuant to such private placements may do so seekingcertain tax benefits that depend on the interpretation of, and compliance with, extremely technical taxlaws and regulations. As the general partner of the Operating Partnership, we may become subject toliability, from litigation or otherwise, as a result of such transactions, including in the event an investorfails to qualify for any desired tax benefits.

If we invest in a limited partnership as a general partner, we could be responsible for all liabilities of suchpartnership.

We may invest in limited partnership entities through joint ventures or other co-ownershiparrangements, in which we acquire all or a portion of our interest in such partnership as a generalpartner. Such general partner status could expose us to all the liabilities of such partnership.Additionally, we may take a non-managing general partner interest in the limited partnership, whichwould limit our rights of management or control over the operation of the partnership but would stillmake us potentially liable for all liabilities of the partnership. Therefore, we may be held responsiblefor all of the liabilities of an entity in which we do not have full management rights or control, and ourliability may be greater than the amount or value of our initial, or then current, investment in theentity.

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Maryland law and our organizational documents limit your rights to bring claims against our officers anddirectors.

Maryland law provides that a director will not have any liability as a director so long as he or sheperforms his or her duties in good faith, in a manner he or she reasonably believes to be in our bestinterests, and with the care that an ordinarily prudent person in a like position would use under similarcircumstances. In addition, our charter provides that, subject to the applicable limitations set forththerein or under Maryland law, no director or officer will be liable to us or our stockholders formonetary damages. Our charter also provides that we will generally indemnify and advance expenses toour directors, our officers, the Advisor and its affiliates for losses they may incur by reason of theirservice in those capacities unless their act or omission was material to the matter giving rise to theproceeding and was committed in bad faith or was the result of active and deliberate dishonesty, theyactually received an improper personal benefit in money, property or services or, in the case of anycriminal proceeding, they had reasonable cause to believe the act or omission was unlawful. Moreover,we have entered into separate indemnification agreements with each of our officers and directors. As aresult, we and our stockholders have more limited rights against these persons than might otherwiseexist under common law.

In addition, we are obligated to fund the defense costs incurred by these persons in some cases.However, our charter provides that we may not indemnify our directors, the Advisor and its affiliatesfor any liability or loss suffered by them or hold our directors, the Advisor and its affiliates harmlessfor any liability or loss suffered by us unless they have determined that the course of conduct thatcaused the loss or liability was in our best interests, they were acting on our behalf or performingservices for us, the liability or loss was not the result of negligence or misconduct by ournon-independent directors, the Advisor and its affiliates or gross negligence or willful misconduct byour independent directors, and the indemnification or agreement to hold harmless is recoverable onlyout of our net assets or the proceeds of insurance and not from our stockholders.

We may issue preferred stock, additional shares of common stock or other classes of common stock, whichissuance could adversely affect the holders of our common stock issued pursuant to this offering.

Holders of our common stock do not have preemptive rights to any shares issued by us in thefuture. We may issue additional shares of common stock, without stockholder approval, includingthrough the declaration of stock dividends, at a price which could dilute the value of existingstockholders’ shares. Further, we may issue, without stockholder approval, preferred stock or otherclasses of common stock with voting and conversion rights which could adversely affect the votingpower of the common stockholders and with rights that could dilute the value of our stockholders’shares of common stock. This would increase the number of stockholders entitled to distributionswithout simultaneously increasing the size of our asset base. Under our charter, we have authority toissue a total of 1.7 billion shares of capital stock. Of the total number of shares of capital stockauthorized (a) 1.5 billion shares are designated as common stock, including 225.0 million classified asClass I shares, 1.2 billion classified as Class T shares and 75.0 million classified as Class W shares, and(b) 200.0 million shares are designated as preferred stock. Our board of directors may amend ourcharter from time to time to increase or decrease the aggregate number of authorized shares of capitalstock or the number of authorized shares of capital stock of any class or series that we have authorityto issue without stockholder approval. If we ever created and issued preferred stock with a distributionpreference over common stock, payment of any distribution preferences of outstanding preferred stockwould reduce the amount of funds available for the payment of distributions on our common stock.Further, holders of preferred stock are normally entitled to receive a preference payment in the eventwe liquidate, dissolve or wind up before any payment is made to our common stockholders, likelyreducing the amount common stockholders would otherwise receive upon such an occurrence. In

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addition, under certain circumstances, the issuance of preferred stock or a separate class or series ofcommon stock may render more difficult or tend to discourage:

• A merger, tender offer or proxy contest;

• The assumption of control by a holder of a large block of our securities; and/or

• The removal of incumbent management.

The limit on the percentage of shares of our common stock that any person may own may discourage atakeover or business combination that could benefit our stockholders.

Our charter restricts the direct or indirect ownership by one person or entity to no more than9.8% of the value of our then outstanding capital stock (which includes common stock and anypreferred stock we may issue) and no more than 9.8% of the value or number of shares, whichever ismore restrictive, of our then outstanding common stock. This restriction may discourage a change ofcontrol of us and may deter individuals or entities from making tender offers for shares of our commonstock on terms that might be financially attractive to stockholders or which may cause a change in ourmanagement. This ownership restriction may also prohibit business combinations that would haveotherwise been approved by our board of directors and our stockholders. In addition to deterringpotential transactions that may be favorable to our stockholders, these provisions may also decreaseyour ability to sell your shares of our common stock. See ‘‘Description of Capital Stock—Restriction onOwnership of Shares of Capital Stock.’’

Maryland law and our organizational documents limit your ability to amend our charter or terminate ourcompany without the approval of our board of directors.

Although the Statement of Policy Regarding Real Estate Investment Trusts published by the NorthAmerican Securities Administrators Association, or the Statement of Policy, indicates that stockholdersare permitted to amend our charter or terminate our company without the necessity for concurrence byour board of directors, we are required to comply with the Maryland General Corporation Law, whichprovides that any amendment to our charter or any termination of our company must first be declaredadvisable by our board of directors. Therefore, our charter provides that stockholders may vote toauthorize the amendment of our charter or the termination of our company, but only after such actionhas been declared advisable by our board of directors. Accordingly, the only proposals to amend ourcharter or to terminate our company that will be presented to our stockholders will be those that havebeen declared advisable by our board of directors.

A change in U.S. accounting standards regarding operating leases may make the leasing of our properties lessattractive to our potential customers, which could reduce overall demand for our leasing services.

In order to address concerns raised by the SEC regarding the transparency of contractual leaseobligations under the existing accounting standards for operating leases, the Financial AccountingStandards Board, or ‘‘FASB,’’ issued ASU 2016-02 on February 25, 2016, which substantially changesthe current lease accounting standards, primarily by eliminating the concept of operating leaseaccounting. As a result, a lease asset and obligation will be recorded on the customer’s balance sheetfor all lease arrangements. In addition, ASU 2016-02 will impact the method in which contractual leasepayments will be recorded. In order to mitigate the effect of the new lease accounting standards,customers may seek to negotiate certain terms within new lease arrangements or modify terms inexisting lease arrangements, such as shorter lease terms, which would generally have less impact ontheir balance sheets. Also, customers may reassess their lease-versus-buy strategies. This could result ina greater renewal risk, a delay in investing our offering proceeds, or shorter lease terms, all of whichmay negatively impact our operations and our ability to pay distributions to our stockholders. The new

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leasing standard became effective for annual and interim reporting periods beginning afterDecember 15, 2018.

Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum forcertain types of actions and proceedings that may be initiated by our stockholders, which could limit ourstockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers oremployees.

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, theCircuit Court for Baltimore City, Maryland shall be the sole and exclusive forum for certain types ofactions and proceedings that may be initiated by our stockholders with respect to our company, ourdirectors, our officers or our employees (we note we currently have no employees). This choice offorum provision will not apply to claims arising under the Securities Act or the Exchange Act. Thischoice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that thestockholder believes is favorable for disputes with us or our directors, officers or employees, which maydiscourage meritorious claims from being asserted against us and our directors, officers and employees.Alternatively, if a court were to find this provision of our charter inapplicable to, or unenforceable inrespect of, one or more of the specified types of actions or proceedings, we may incur additional costsassociated with resolving such matters in other jurisdictions, which could adversely affect our business,financial condition or results of operations. We adopted this provision because we believe it makes itless likely that we will be forced to incur the expense of defending duplicative actions in multipleforums and less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce us intootherwise unjustified settlements, and we believe the risk of a court declining to enforce this provisionis remote, as the General Assembly of Maryland has specifically amended the Maryland GeneralCorporation Law to authorize the adoption of such provisions.

RISKS RELATED TO INVESTMENTS IN PROPERTY

Changes in global, national, regional or local economic, demographic, political, real estate or capital marketconditions may adversely affect our results of operations and returns to you.

We are subject to risks generally incident to the ownership of property including changes in global,national, regional or local economic, demographic, political, real estate, or capital market conditionsand other factors particular to the locations of the respective property investments. We are unable topredict future changes in these market conditions. For example, an economic downturn or a rise ininterest rates could make it more difficult for us to lease properties or dispose of them. In addition,rising interest rates could also make alternative interest bearing and other investments more attractiveand, therefore, potentially lower the relative value of our existing real estate investments.

Adverse economic and other conditions in the regions where our assets are located may adversely affect ourlevels of occupancy, the terms of our leases, and our ability to lease available areas, which could have anadverse effect on our results of operations.

Our results of operations depend substantially on our ability to lease the areas available in theproperties that we own as well as the price at which we lease such space. Adverse conditions in theregions and specific markets where we operate may reduce our ability to lease our properties, reduceoccupancy levels, restrict our ability to increase rental rates and force us to lower rental rates and/oroffer customer incentives. Should our assets fail to generate sufficient revenues for us to meet ourobligations, our financial condition and results of operations, as well as our ability to make

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distributions, could be adversely affected. The following factors, among others, may adversely affect theoperating performance of our properties:

• Economic downturn and turmoil in the financial markets may preclude us from leasing ourproperties or increase the vacancy level of our assets;

• Periods of increased interest rates could result in, among other things, an increase in defaults bycustomers, a decline in our property values, and make it more difficult for us to dispose of ourproperties at an attractive price;

• Rising vacancy rates for commercial property, particularly in large metropolitan areas;

• Our inability to attract and maintain quality customers;

• Default or breaches by our customers of their contractual obligations;

• Increases in our operating costs, including the need for capital improvements;

• Increases in the taxes levied on our business;

• Regulatory changes affecting the real estate industry, including zoning rules; and

• Susceptibility of certain areas to natural disasters.

We anticipate that our investments in real estate assets will be concentrated in industrialproperties, and the demand for industrial space in the U.S. is related to the level of economic activity.Accordingly, reduced economic activity may lead to lower occupancy and/or rental rates for ourproperties.

Properties that we may own or acquire that incur vacancies for a significant period of time could be difficultto sell, which could diminish the return to our stockholders.

A property may incur a vacancy either by the continued default of a customer under its lease orthe expiration of the lease. We may have difficulty obtaining a new customer for any vacant space wehave in our real properties, including properties we acquire with vacancies. If property vacanciescontinue for a long period of time, we may suffer reduced revenues, which could materially andadversely affect our liquidity and NAV, or result in lower cash distributions to our stockholders. Inaddition, because properties’ market values depend principally upon the cash flow generated by theproperties’ leases, the resale value of properties with prolonged vacancies could suffer, which couldfurther reduce returns to our stockholders.

Risks related to the development of properties may have an adverse effect on our results of operations andreturns to our stockholders.

The risk associated with development and construction activities carried out by real estatecompanies like ours include, among others, the following:

• Long periods of time may elapse between the commencement and the completion of ourprojects;

• Construction and development costs may exceed original estimates;

• The developer/builder may be unable to index costs or receivables to inflation indices prevailingin the industry;

• The level of interest of potential customers for a recently launched development may be low;

• There could be delays in obtaining necessary permits;

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• The supply and availability of construction materials and equipment may decrease and the priceof construction materials and equipment may increase;

• Construction and sales may not be completed on time, resulting in a cost increase;

• It may be difficult to acquire land for new developments or properties;

• Labor may be in limited availability;

• Changes in tax, real estate and zoning laws may be unfavorable to us; and

• Unforeseen environmental or other site conditions.

In addition, our reputation and the construction quality of any future real estate developments,whether operated individually or through partnerships, may be determining factors for our ability tolease space and grow. The timely delivery of real estate projects and the quality of our developments,however, will depend on certain factors beyond our full control, including the quality and timeliness ofconstruction materials delivered to us and the technical capabilities of our contractor. If one or moreproblems affect our real estate developments, our reputation and future performance may be negativelyaffected and we may be exposed to civil liability.

Companies in the real estate industry, including us, depend on a variety of factors outside of theircontrol to develop, build and operate real estate projects. These factors include, among others, theavailability of market resources for financing, land acquisition and project development. We may beunable to obtain financing for construction and development activities under favorable terms, includingbut not limited to interest rates, maturity dates and/or loan to value ratios, or at all, which could causeus to delay or even abandon potential development projects. Further, any scarcity of market resources,including human capital, may decrease our development capacity due to either difficulty in obtainingcredit for land acquisition or construction financing or a need to reduce the pace of our growth. Thecombination of these risks may adversely affect our revenues, results of operations, financial conditionand our ability to make distributions to our stockholders, which may adversely affect the value of yourinvestment.

Delays in the acquisition, development and construction of properties or debt investments may have adverseeffects on portfolio diversification, results of operations, and returns on your investment.

Delays we encounter in the acquisition, development and construction of properties couldadversely affect your returns. To the extent that such disruptions continue, we may be delayed in ourability to invest our capital in property investments that meet our acquisition criteria. Such delayswould result in our maintaining a relatively higher cash balance than expected, which could have anegative effect on your returns until the capital is invested.

In addition, where properties are acquired prior to the start of construction or during the earlystages of construction, it will typically take several months or longer to complete construction, to rentavailable space, and for rent payments to commence. Therefore, we may not receive any income fromthese properties and distributions to you could suffer. Delays in the completion of construction couldgive customers the right to terminate preconstruction leases for space at a newly developed project. Wemay incur additional risks when we make periodic progress payments or other advances to buildersprior to completion of construction. Each of those factors could result in increased costs of a project orloss of our investment. In addition, we will be subject to normal lease-up risks relating to newlyconstructed projects. Furthermore, the price we agree to pay for a property will be based on ourprojections of rental income and expenses and estimates of the fair market value of the property uponcompletion of construction. If our projections are inaccurate, we may pay too much for a property.

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Changes in supply of or demand for similar properties in a particular area may increase the price of realestate assets we seek to purchase or adversely affect the value of the properties we own.

The real estate industry is subject to market forces and we are unable to predict certain marketchanges including changes in supply of or demand for similar properties in a particular area. Forexample, if demand for the types of real estate assets in which we seek to invest were to sharplyincrease or supply of those assets were to sharply decrease, the prices of those assets could risesignificantly. Any potential purchase of an overpriced asset could decrease our rate of return on theseinvestments and result in lower operating results and overall returns to you. Likewise, a sharp increasein supply could adversely affect leasing rates and occupancy, which could impact operating results, ourNAV or overall returns to you.

Actions of joint venture partners could adversely impact our performance.

We may enter into joint ventures with third parties, including entities that are affiliated with theAdvisor. We may also purchase and develop properties in joint ventures or in partnerships, co-tenanciesor other co-ownership arrangements with the sellers of the properties, affiliates of the sellers,developers or other persons. Such investments may involve risks not otherwise present with a directinvestment in real estate, including, for example:

• The possibility that our venture partner, co-tenant or partner in an investment might becomebankrupt or otherwise be unable to meet its capital contribution obligations;

• That such venture partner, co-tenant or partner may at any time have economic or businessinterests or goals which are or which become inconsistent with our business interests or goals;

• That such venture partner, co-tenant or partner may be in a position to take action contrary toour instructions or requests or contrary to our policies or objectives; or

• That actions by such venture partner could adversely affect our reputation, negatively impactingour ability to conduct business.

Actions by such a joint venture partner or co-tenant, which are generally out of our control, mighthave the result of subjecting the property to liabilities in excess of those contemplated and may havethe effect of reducing your returns, particularly if the joint venture agreement provides that the jointventure partner is the managing partner or otherwise maintains a controlling interest that could allow itto take actions contrary to our interests.

Under certain joint venture arrangements, neither venture partner may have the power to controlthe venture, and an impasse could be reached, which might have a negative influence on the jointventure and decrease potential returns to you. In the event that a venture partner has a right of firstrefusal to buy out the other partner, it may be unable to finance such a buy-out at that time. Forexample, certain actions by the joint venture partnership may require joint approval of our affiliatedpartners, on the one hand, and our joint venture partner, on the other hand. An impasse among thepartners could result in a ‘‘deadlock event’’, which could trigger a buy-sell mechanism under thepartnership agreement and, under certain circumstances, could lead to a liquidation of all or a portionof the partnership’s portfolio. In such circumstances, we may also be subject to the 100% penalty taxon ‘‘prohibited transactions.’’ See ‘‘Material U.S. Federal Income Tax Considerations—ProhibitedTransactions.’’ It may also be difficult for us to sell our interest in any such joint venture or partnershipor as a co-customer in a particular property. In addition, to the extent that our venture partner orco-customer is an affiliate of the Advisor, certain conflicts of interest will exist. See ‘‘Conflicts ofInterest—Joint Ventures with Affiliates of the Advisor.’’

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Properties are illiquid investments and we may be unable to adjust our portfolio in response to changes ineconomic or other conditions or sell a property if or when we decide to do so.

Properties are illiquid investments and we may be unable to adjust our portfolio in response tochanges in economic or other conditions. In addition, the real estate market is affected by manyfactors, such as general economic conditions, availability of financing, interest rates and other factors,including supply and demand, that are beyond our control. We cannot predict whether we will be ableto sell any property for the price or on the terms set by us, or whether any price or other terms offeredby a prospective purchaser would be acceptable to us. We cannot predict the length of time needed tofind a willing purchaser and to close the sale of a property.

We may also be required to expend funds to correct defects or to make improvements before aproperty can be sold. We cannot assure you that we will have funds available to correct such defects orto make such improvements.

In acquiring a property, we may agree to restrictions that prohibit the sale of that property for aperiod of time or impose other restrictions, such as a limitation on the amount of debt that can beplaced or repaid on that property. All of these provisions would restrict our ability to sell a property.

Our operating expenses may increase in the future and to the extent such increases cannot be passed on toour customers, our cash flow and our operating results would decrease.

Operating expenses, such as expenses for property and other taxes, fuel, utilities, labor, buildingmaterials and insurance are not fixed and may increase in the future. Furthermore, we may not be ableto pass these increases on to our customers. To the extent such increases cannot be passed on to ourcustomers, any such increases would cause our cash flow and our operating results to decrease.

We compete with numerous other parties or entities for property investments and customers and may notcompete successfully.

We compete with numerous other persons or entities seeking to buy or develop real estate assetsor to attract customers to properties we already own, including with entities sponsored or advised byaffiliates of the Sponsor, which may have a negative impact on our ability to acquire real propertyassets or attract customers on favorable terms, if at all, and the returns on our properties. Thesepersons or entities may have greater experience and financial strength than us. There is no assurancethat we will be able to acquire or develop real estate assets or attract customers on favorable terms, ifat all. For example, our competitors may be willing to offer space at rental rates below our rates,causing us to lose existing or potential customers and pressuring us to reduce our rental rates to retainexisting customers or convince new customers to lease space at our properties. Similarly, the opening ofnew competing assets near the assets that we own may hinder our ability to renew our existing leases orto lease to new customers, because the proximity of new competitors may divert existing or newcustomers to such competitors. In addition, if market rental rates decline during the term of an existinglease, we may be unable to renew or find a new customer without lowering the rental rate. Each ofthese could adversely affect our results of operations, financial condition, value of our investments orability to pay distributions to you.

The operating results of the assets that we own may be impacted by our customers’ financial condition.

Our income is derived primarily from lease payments made by our customers. As such, ourperformance is indirectly affected by the financial results of our customers, as difficulties experiencedby our customers could result in defaults in their obligations to us. Furthermore, certain of our assetsmay utilize leases with payments directly related to customer sales, where the amount of rent that wecharge a customer is calculated as a percentage of such customer’s revenues over a fixed period of

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time, and a reduction in sales can reduce the amount of the lease payments required to be made to usby customers leasing space in such assets.

The financial results of our customers can depend on several factors, including but not limited tothe general business environment, interest rates, inflation, the availability of credit, taxation and overallconsumer confidence. An economic downturn can be expected to negatively impact all of these factors,some to a greater degree than others.

In addition, our ability to increase our revenues and operating income partially depends on steadygrowth of demand for the products and services offered by the customers located in the assets that weown and manage. A drop in demand, as a result of a slowdown in the U.S. and global economy orotherwise, could result in a reduction in customer performance and consequently, adversely affect us.

If we enter into long-term leases with customers, those leases may not result in market rental rates over time,which could adversely affect our revenues and ability to make distributions to you.

We expect that the majority of our leases will be long-term operating leases. Long-term leases, aswell as leases with renewal options that specify a maximum rent increase, may not allow for market-based or significant increases in rental payments during the term of the lease. If we do not accuratelyjudge the potential for increases in market rental rates when negotiating these long-term leases, wemay have no ability to terminate those leases or to adjust the rent to then-prevailing market rates.These circumstances could negatively impact our operating results and affect our ability to makedistributions to you.

Lease agreements may have specific provisions that create risks to our business and may adversely affect us.

Our lease agreements are regulated by local, municipal, state and federal laws, which may grantcertain rights to customers, such as the compulsory renewal of their lease by filing lease renewal actionswhen certain legal conditions are met. A lease renewal action may represent two principal risks for us:(i) if we plan to vacate a given unit in order to change or adapt an asset’s mix of customers, thecustomer could remain in that unit by filing a lease renewal action and interfere with our strategy; and(ii) if we desire to increase the lease price for a specific unit, this increase may need to be approved inthe course of a lease renewal action, and the final value could be decided at the discretion of a judge.We would then be subject to the court’s interpretation and decision, and could be forced to accept aneven lower price for the lease of the unit. The compulsory renewal of our lease agreements and/or thejudicial review of our lease prices may adversely affect our cash flow and our operating results.

Certain of our lease agreements are not ‘‘triple net leases,’’ under which the customer undertakesto pay all the expenses of maintaining the leased property, including insurance, taxes, utilities andrepairs. We may be exposed to higher maintenance, tax, and property management expenses withrespect to all of our leases that are not ‘‘triple net.’’

Operating expenses, such as expenses for fuel, utilities, labor, building materials and insurance arenot fixed and may increase in the future. There is no guarantee that we will be able to pass suchincreases on to our customers. To the extent such increases cannot be passed on to our customers, anysuch increases could negatively impact our cash flow, NAV or operating results.

We depend on the availability of public utilities and services, especially for water and electric power. Anyreduction, interruption or cancellation of these services may adversely affect us.

Public utilities, especially those that provide water and electric power, are fundamental for thesound operation of our assets. The delayed delivery or any material reduction or prolongedinterruption of these services could allow certain customers to terminate their leases or result in anincrease in our costs, as we may be forced to use backup generators, which also could be insufficient to

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fully operate our facilities and could result in our inability to provide services. Accordingly, anyinterruption or limitation in the provision of these essential services may adversely affect us.

Our industry is subject to extensive regulation, which may result in higher expenses or other negativeconsequences that could adversely affect us.

Our activities are subject to federal, state and municipal laws, and to regulations, authorizationsand license requirements with respect to, among other things, zoning, environmental protection andhistorical heritage, all of which may affect our business. We may be required to obtain licenses andpermits with different governmental authorities in order to acquire and manage our assets.

In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the‘‘Dodd-Frank Act,’’ which generally took effect in 2011, contains a sweeping overhaul of the regulationof financial institutions and the financial markets. Key provisions of the Dodd-Frank Act requireextensive rulemaking by the SEC and the U.S. Commodity Futures Trading Commission, some of whichremains ongoing. Thus, the full impact of the Dodd-Frank Act on our business cannot be fully assesseduntil all final implementing rules and regulations are promulgated.

Various rules currently in effect under the Dodd-Frank Act may have a significant impact on ourbusiness, including, without limitation, provisions of the legislation that increase regulation of anddisclosure requirements related to investment advisors, swap transactions and hedging policies,corporate governance and executive compensation, investor protection and enforcement provisions, andasset-backed securities. In February 2017, the U.S. President ordered the Secretary of the U.S. Treasuryto review certain existing rules and regulations, such as those promulgated under the Dodd-Frank Act;however, the implications of that review are not yet known and none of the rules and regulationspromulgated under the Dodd-Frank Act have been modified or rescinded as of the date of this report.

For example, but not by way of limitation, the Dodd-Frank Act and the rules and regulationspromulgated thereunder provide for significantly increased regulation of the derivatives markets andtransactions that affect our interest rate hedging activities, including: (i) regulatory reporting,(ii) subject to limited exemptions, mandated clearing through central counterparties and execution onregulated exchanges or execution facilities, and (iii) margin and collateral requirements. While the fullimpact of the Dodd-Frank Act on our interest rate hedging activities cannot be fully assessed until allfinal implementing rules and regulations are promulgated, the foregoing requirements may affect ourability to enter into hedging or other risk management transactions, may increase our costs in enteringinto such transactions, and/or may result in us entering into such transactions on less favorable termsthan prior to the effectiveness of the Dodd-Frank Act. For example, subject to an exception for‘‘end-users’’ of swaps upon which we may seek to rely, we may be required to clear certain interest ratehedging transactions by submitting them to a derivatives clearing organization. To the extent we arerequired to clear any such transactions, we will be required to, among other things, post margin inconnection with such transactions. The occurrence of any of the foregoing events may have an adverseeffect on our business and on your return.

In addition, public authorities may enact new and more stringent standards, or interpret existinglaws and regulations in a more restrictive manner, which may force companies in the real estateindustry, including us, to spend funds to comply with these new rules. Any such action on the part ofpublic authorities may adversely affect our results from operations.

In the event of noncompliance with such laws, regulations, licenses and authorizations, we mayface the payment of fines, project shutdowns, cancellation of licenses, and revocation of authorizations,in addition to other civil and criminal penalties.

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Our properties will be subject to property and other taxes that may increase in the future, which couldadversely affect our cash flow.

Our properties will be subject to real and personal property and other taxes that may increase astax rates change and as the properties are assessed or reassessed by taxing authorities. Certain of ourleases provide that the property taxes, or increases therein, are charged to the lessees as an expenserelated to the properties that they occupy while other leases generally provide that we are responsiblefor such taxes. In any case, as the owner of the properties, we are ultimately responsible for payment ofthe taxes to the applicable governmental authorities. If property taxes increase, our customers may beunable to make the required tax payments, ultimately requiring us to pay the taxes even if otherwisestated under the terms of the lease. If we fail to pay any such taxes, the applicable taxing authoritiesmay place a lien on the property and the property may be subject to a tax sale. In addition, we willgenerally be responsible for property taxes related to any vacant space.

Uninsured losses or premiums for insurance coverage relating to property may adversely affect our operatingresults.

There are types of losses, generally catastrophic in nature, such as losses due to wars, acts ofterrorism, earthquakes, floods, hurricanes, pollution or environmental matters that are uninsurable ornot economically insurable, or may be insured subject to limitations, such as large deductibles orco-payments. Risks associated with potential acts of terrorism could sharply increase the premiums wepay for coverage against property and casualty claims. Additionally, mortgage lenders sometimesrequire commercial property owners to purchase specific coverage against terrorism as a condition forproviding mortgage loans. These policies may not be available at a reasonable cost, if at all, whichcould inhibit our ability to finance or refinance our properties. In such instances, we may be requiredto provide other financial support, either through financial assurances or self-insurance, to coverpotential losses. Changes in the cost or availability of insurance could expose us to uninsured casualtylosses. In the event that any of our properties incurs a casualty loss that is not fully covered byinsurance, the value of our assets will be reduced by any such uninsured loss. In addition, we could beheld liable for indemnifying possible victims of an accident. We cannot assure our stockholders thatfunding will be available to us for repair or reconstruction of damaged property in the future or forliability payments to accident victims.

Environmentally hazardous conditions may adversely affect our operating results.

Under various federal, state and local environmental laws, a current or previous owner or operatorof property may be liable for the cost of removing or remediating hazardous or toxic substances onsuch property. Such laws often impose liability whether or not the owner or operator knew of, or wasresponsible for, the presence of such hazardous or toxic substances. Even if more than one person mayhave been responsible for the contamination, each person covered by the environmental laws may beheld responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner oroperator of a site for damages based on personal injury, natural resources or property damage or othercosts, including investigation and clean-up costs, resulting from the environmental contamination. Thepresence of hazardous or toxic substances on one of our properties, or the failure to properlyremediate a contaminated property, could give rise to a lien in favor of the government for costs it mayincur to address the contamination, or otherwise adversely affect our ability to sell or lease the propertyor borrow using the property as collateral. Environmental laws also may impose restrictions on themanner in which property may be used or businesses may be operated. A property owner who violatesenvironmental laws may be subject to sanctions which may be enforced by governmental agencies or, incertain circumstances, private parties. In connection with the acquisition and ownership of ourproperties, we may be exposed to such costs. The cost of defending against environmental claims, ofcompliance with environmental regulatory requirements or of remediating any contaminated property

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could materially adversely affect our business, assets or results of operations and, consequently,amounts available for distribution to our stockholders.

Environmental laws in the U.S. also require that owners or operators of buildings containingasbestos properly manage and maintain the asbestos, adequately inform or train those who may comeinto contact with asbestos and undertake special precautions, including removal or other abatement, inthe event that asbestos is disturbed during building renovation or demolition. These laws may imposefines and penalties on building owners or operators who fail to comply with these requirements andmay allow third parties to seek recovery from owners or operators for personal injury associated withexposure to asbestos. Some of our properties may contain asbestos-containing building materials.

We intend to invest in properties historically used for industrial, manufacturing and commercialpurposes. Some of these properties may contain at the time of our investment, or may have containedprior to our investment, underground storage tanks for the storage of petroleum products and otherhazardous or toxic substances. All of these operations create a potential for the release of petroleumproducts or other hazardous or toxic substances. Some of the properties that we acquire may beadjacent to or near other properties that have contained or then currently contain underground storagetanks used to store petroleum products or other hazardous or toxic substances. In addition, certain ofthe properties that we acquire may be on or adjacent to or near other properties upon which others,including former owners or customers of our properties, have engaged, or may in the future engage, inactivities that may release petroleum products or other hazardous or toxic substances.

From time to time we may acquire properties, or interests in properties, with known adverseenvironmental conditions. In such an instance, we will underwrite the new anticipated costs ofenvironmental investigation, clean-up and monitoring into the cost, as applicable. Further, inconnection with property dispositions, we may agree to remain responsible for, and to bear the cost of,remediating or monitoring certain environmental conditions on the properties.

All of our properties will have been subject to a Phase I or similar environmental assessment byindependent environmental consultants prior to or in connection with our acquisition of suchproperties. Phase I assessments are intended to discover and evaluate information regarding theenvironmental condition of the surveyed property and surrounding properties. Phase I assessmentsgenerally include a historical review, a public records review, an investigation of the surveyed site andsurrounding properties, and preparation and issuance of a written report, but do not include soilsampling or subsurface investigations and typically do not include an asbestos survey. Nonetheless, anenvironmental liability that could have a material adverse effect on our business, financial condition orresults of operations taken as a whole, may exist at the time of acquisition or may arise in the future,with respect to any properties that we acquire. Material environmental conditions, liabilities orcompliance concerns may arise after an environmental assessment has been completed. Moreover, it ispossible that (i) future laws, ordinances or regulations may impose a material environmental liability or(ii) the then current environmental condition of the properties that we acquire may be affected bycustomers, by the condition of land or operations in the vicinity of such properties (such as releasesfrom underground storage tanks), or by third parties unrelated to us.

Costs of complying with environmental laws and regulations may adversely affect our income and the cashavailable for any distributions.

All property and the operations conducted on property are subject to federal, state and local lawsand regulations relating to environmental protection and human health and safety. Customers’ ability tooperate and to generate income to pay their lease obligations may be affected by permitting andcompliance obligations arising under such laws and regulations. Some of these laws and regulations mayimpose joint and several liability on customers, owners or operators for the costs to investigate orremediate contaminated properties, regardless of fault or whether the acts causing the contamination

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were legal. Leasing properties to customers that engage in industrial, manufacturing, and commercialactivities will cause us to be subject to the risk of liabilities under environmental laws and regulations.In addition, the presence of hazardous or toxic substances, or the failure to properly remediate thesesubstances, may adversely affect our ability to sell, rent or pledge such property as collateral for futureborrowings.

Some of these laws and regulations have been amended so as to require compliance with new ormore stringent standards as of future dates. Compliance with new or more stringent laws or regulationsor stricter interpretation of existing laws may require us to incur material expenditures. Future laws,ordinances or regulations may impose material environmental liability. Additionally, our customers’operations, the existing condition of land when we buy it, operations in the vicinity of our properties,such as the presence of underground storage tanks, or activities of unrelated third parties may affectour properties. In addition, there are various local, state and federal fire, health, life-safety and similarregulations with which we may be required to comply and which may subject us to liability in the formof fines or damages for noncompliance. Any material expenditures, fines or damages we must pay willreduce our ability to make distributions.

In addition, changes in these laws and governmental regulations, or their interpretation by agenciesor the courts, could occur.

The costs associated with complying with the Americans with Disabilities Act may reduce the amount of cashavailable for distribution to you.

Investment in properties may also be subject to the Americans with Disabilities Act of 1990, asamended, or the ‘‘Disabilities Act.’’ Under this act, all places of public accommodation are required tocomply with federal requirements related to access and use by disabled persons. The Disabilities Acthas separate compliance requirements for ‘‘public accommodations’’ and ‘‘commercial facilities’’ thatgenerally require that buildings and services be made accessible and available to people withdisabilities. The Disabilities Act’s requirements could require us to remove access barriers and ourfailure to comply with the act’s requirements could result in the imposition of injunctive relief,monetary penalties or, in some cases, an award of damages. Any monies we use to comply with theDisabilities Act will reduce our NAV and the amount of cash available for distribution to you.

We may not have funding for future customer improvements which may adversely affect the value of ourassets, our results of operations and returns to you.

If a customer at one of our properties does not renew its lease or otherwise vacates its space inone of our buildings, it is likely that, in order to attract one or more new customers, we will berequired to expend substantial funds to construct new customer improvements in the vacated space.Substantially all of the net proceeds from this offering will be used to acquire property, debt and otherinvestments, and we do not anticipate that we will maintain permanent working capital reserves. We donot currently have an identified funding source to provide funds which may be required in the futurefor customer improvements and customer refurbishments in order to attract new customers. If we donot establish sufficient reserves for working capital or obtain adequate secured financing to supplynecessary funds for capital improvements or similar expenses, we may be required to defer necessary ordesirable improvements to our properties. If we defer such improvements, the applicable propertiesmay decline in value, and it may be more difficult for us to attract or retain customers to suchproperties or the amount of rent we can charge at such properties may decrease. There can be noassurance that we will have any sources of funding available to us for repair or reconstruction ofdamaged property in the future.

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Property investments made outside of the U.S. will be subject to currency rate exposure and risks associatedwith the uncertainty of foreign laws and markets.

We may invest outside of the U.S., most likely in Mexico or Canada, to the extent thatopportunities exist that may help us meet our investment objectives. To the extent that we invest inproperty located outside of the U.S., in addition to risks inherent in an investment in real estategenerally discussed in this prospectus, we will also be subject to fluctuations in foreign currencyexchange rates, changes in U.S. regulations concerning foreign investments, if any, and the uncertaintyof foreign laws and markets including, but not limited to, unexpected changes in regulatoryrequirements, political and economic instability in certain geographic locations, difficulties in managinginternational operations, currency exchange controls, potentially adverse tax consequences, additionalaccounting and control expenses and the administrative burden associated with complying with a widevariety of foreign laws. Changes in foreign currency exchange rates may adversely impact the fair valuesand earnings streams of our international holdings and therefore the returns on our non-dollardenominated investments. Although we may hedge our foreign currency risk subject to the REITincome qualification tests, we may not be able to do so successfully and may incur losses on theseinvestments as a result of exchange rate fluctuations.

RISKS RELATED TO DEBT FINANCING

We intend to continue to incur mortgage indebtedness, corporate indebtedness and other borrowings, whichmay increase our business risks, and could hinder our ability to make distributions to you.

As of December 31, 2019, we had approximately $463.8 million of consolidated indebtednessoutstanding.We intend to continue to finance a portion of the purchase price of our investments byborrowing funds. Under our charter, we have a limitation on borrowing which precludes us fromborrowing in excess of 300% of the value of our net assets, provided that we may exceed this limit if ahigher level of borrowing is approved by a majority of our independent directors. Net assets forpurposes of this calculation are defined to be our total assets (other than intangibles), valued at costprior to deducting depreciation, reserves for bad debts or other non-cash reserves, less total liabilities.Generally speaking, the preceding limitation provides for borrowings of up to 75% of the aggregatecost of our real estate assets before non-cash reserves and depreciation. In addition, we may incurmortgage debt and pledge some or all of our properties or other assets as security for that debt toobtain funds to acquire additional property, debt or other investments. We may also borrow funds tomake distributions, to redeem securities, to satisfy the REIT distribution requirements or for anyworking capital purposes. Furthermore, we may borrow if we otherwise deem it necessary or advisableto ensure that we maintain our qualification as a REIT for federal income tax purposes.

High debt levels will cause us to incur higher interest charges, which would result in higher debtservice payments and could be accompanied by restrictive covenants. If there is a shortfall between thecash flow from a property and the cash flow needed to service mortgage debt on that property, thenthe amount available for distributions to stockholders may be reduced. In addition, incurring mortgagedebt increases the risk of loss since defaults on indebtedness secured by a property may result inlenders initiating foreclosure actions. In that case, we could lose the property securing the loan that isin default, thus reducing the value of your investment. For tax purposes, a foreclosure on any of ourproperties will be treated as a sale of the property for a purchase price equal to the outstandingbalance of the debt secured by the mortgage. If the outstanding balance of the debt secured by themortgage exceeds our tax basis in the property, we will recognize taxable income on foreclosure, but wewould not receive any cash proceeds. We may give full or partial guarantees to lenders. When we givea guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lenderfor satisfaction of the debt if it is not paid by such entity. If any mortgage contains crosscollateralization or cross default provisions, a default on a single property could affect multiple

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properties. If any of our properties are foreclosed upon due to a default, our ability to pay cashdistributions to our stockholders could be adversely affected.

We may not be able to obtain debt financing necessary to run our business.

We do not anticipate that we will maintain any permanent working capital reserves. Accordingly,we expect to need to borrow capital for acquisitions, the improvement of our properties, and for otherpurposes. Under current or future market conditions, we may not be able to borrow all of the funds wemay need. If we cannot obtain debt or equity financing on acceptable terms, our ability to acquire newinvestments to expand our operations will be adversely affected. As a result, we would be less able toachieve our investment objectives, which may negatively impact our results of operations and reduceour ability to make distributions to you.

Increases in mortgage interest rates and/or unfavorable changes in other financing terms may make it moredifficult for us to finance or refinance properties, which could reduce the number of properties we can acquireand the amount of cash distributions we can make to you.

If mortgage or corporate debt is unavailable on reasonable terms as a result of increased interestrates, increased credit spreads, decreased liquidity or other factors, we may not be able to finance theinitial purchase of properties. In addition, when we incur debt, we run the risk of being unable torefinance such debt when the loans come due, or of being unable to refinance on favorable terms. Ifinterest rates are higher or other financing terms, such as principal amortization, are not as favorablewhen we refinance debt, our income could be reduced. We may be unable to refinance debt atappropriate times, which may require us to sell properties on terms that are not advantageous to us, or,with respect to mortgage debt could result in the foreclosure of such properties. If any of these eventsoccur, our cash flow would be reduced. This, in turn, would reduce cash available for distribution toyou and may hinder our ability to raise more capital by issuing securities or by borrowing more money.

Increases in interest rates could increase the amount of our debt payments and therefore negatively impact ouroperating results.

Our debt may be subject to the fluctuation of market interest rates such as the London InterbankOffered Rate (‘‘LIBOR’’), Prime rate, and other benchmark rates. Should such interest rates increase,our debt payments may also increase, reducing cash available for distributions. Furthermore, if we needto repay existing debt during periods of rising interest rates, we could be required to liquidate one ormore of our investments at times which may not permit realization of the maximum return on suchinvestments. Additionally, as it relates to any real estate assets that we may own, an increase in interestrates may negatively impact activity in the consumer market and reduce consumer purchases, whichcould adversely affect us.

Lenders may require us to enter into restrictive covenants that relate to or otherwise limit our operations,which could limit our ability to make distributions to you, to replace the Advisor or to otherwise achieve ourinvestment objectives.

When providing financing, a lender may impose restrictions on us that affect our distribution andoperating policies and our ability to incur additional debt. Loan documents we enter into may containcovenants that limit our ability to further mortgage property, discontinue insurance coverage, or makedistributions under certain circumstances. In addition, provisions of our loan documents may deter usfrom replacing the Advisor because of the consequences under such agreements and may limit ourability to replace the property manager or terminate certain operating or lease agreements related tothe property. These or other limitations may adversely affect our flexibility and our ability to achieveour investment objectives.

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Risks related to floating rate indebtedness rates could increase the amount of our debt payments and thereforenegatively impact our operating results.

Borrowings under our line of credit and portions of our borrowings under our term loan are, andcertain of our future debt may be, subject to the fluctuation of market interest rates such as theLIBOR, Prime rate, and other benchmark rates. Should such interest rates increase, our debt paymentsmay also increase, reducing cash available for distributions. Furthermore, if we need to repay existingdebt during periods of rising interest rates, we could be required to liquidate one or more of ourinvestments at times which may not permit realization of the maximum return on such investments.Additionally, as it relates to any real estate assets that we may own, an increase in interest rates maynegatively impact activity in the consumer market and reduce consumer purchases, which couldadversely affect us.

Furthermore, U.S. and international regulators and law enforcement agencies have conductedinvestigations into a number of rates or indices which are deemed to be ‘‘reference rates.’’ Actions bysuch regulators and law enforcement agencies may result in changes to the manner in which certainreference rates are determined, their discontinuance, or the establishment of alternative reference rates.In particular, on July 27, 2017, the Chief Executive of the U.K. Financial Conduct Authority (the‘‘FCA’’), which regulates LIBOR, stated that it is the FCA’s intention that it will no longer be necessaryto persuade or compel banks to submit rates for the calculation of LIBOR after 2021. Such statementindicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after2021. As a result, it is possible that LIBOR will be discontinued or modified by 2021.

At this time, it is not possible to predict the effect that these developments, any discontinuance,modification or other reforms to LIBOR or any other reference rate, or the establishment ofalternative reference rates may have on LIBOR or other benchmarks. The use of alternative referencerates or other reforms could cause the interest rates for our floating rate indebtedness to be materiallyhigher than expected.

We may enter into financing arrangements that require us to use and pledge offering proceeds to secure andrepay such borrowings, and such arrangements may adversely affect our ability to make investments andoperate our business.

We may enter into financing arrangements that require us to use and pledge future proceeds fromthis offering or future offerings, if any, to secure and repay such borrowings. Such arrangements maycause us to have less proceeds available to make investments or otherwise operate our business, whichmay adversely affect our flexibility and our ability to achieve our investment objectives.

We may enter into financing arrangements involving balloon payment obligations, which may adversely affectour ability to refinance or sell properties on favorable terms, and to make distributions to you.

Some of our financing arrangements may require us to make a lump-sum or ‘‘balloon’’ payment atmaturity. Our ability to make a balloon payment at maturity will be uncertain and may depend uponour ability to obtain additional financing or our ability to sell the particular property. At the time theballoon payment is due, we may or may not be able to refinance the balloon payment on terms asfavorable as the original loan or sell the particular property at a price sufficient to make the balloonpayment. The effect of a refinancing or sale could affect the rate of return to you and the projectedtime of disposition of our assets. In an environment of increasing mortgage rates, if we place mortgagedebt on properties, we run the risk of being unable to refinance such debt if mortgage rates are higherat a time a balloon payment is due. In addition, payments of principal and interest made to service ourdebts, including balloon payments, may leave us with insufficient cash to pay the distributions that weare required to pay to maintain our qualification as a REIT.

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The derivative instruments that we may use to hedge against interest rate fluctuations may not be successful inmitigating our risks associated with interest rates and could reduce the overall returns on your investment.

We may use derivative instruments to hedge exposure to changes in interest rates on certain of ourvariable rate loans, but no hedging strategy can protect us completely. We cannot assure you that ourhedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatilityor that our hedging of these transactions will not result in losses. Any settlement charges incurred toterminate unused derivative instruments may result in increased interest expense, which may reduce theoverall return on our investments. These instruments may also generate income that may not be treatedas qualifying REIT income for purposes of the 75% or 95% REIT income tests.

Failure to hedge effectively against interest rate changes may materially adversely affect our results ofoperations and financial condition.

Subject to any limitations required to maintain qualification as a REIT, we manage or may seek tomanage our exposure to interest rate volatility by using interest rate hedging arrangements, such asinterest rate cap or collar agreements and interest rate swap agreements. These agreements involverisks, such as the risk that counterparties may fail to honor their obligations under these arrangementsand that these arrangements may not be effective in reducing our exposure to interest rate changes.These interest rate hedging arrangements may create additional assets or liabilities from time to timethat may be held or liquidated separately from the underlying property or loan for which they wereoriginally established. Hedging may reduce the overall returns on our investments. Failure to hedgeeffectively against interest rate changes may materially adversely affect our results of operations andfinancial condition.

We assume the risk that our credit facility lenders may not honor their commitments to us.

We may enter into credit facility arrangements with lenders pursuant to which, subject to certainconditions, they commit to lend us money, provide us with letters of credit or provide other financialservices to us. If we fail to comply with the covenants in such arrangements, the lenders could declareus in default, accelerate the maturities of our borrowings and refuse to make loans or provide otherfinancial services to us. Or, if a lender becomes unable or unwilling to honor its commitments to us, wemay not receive the loans and other financial services for which we negotiated. In such a situation, areplacement lender may be difficult or impossible to find quickly or at all. If we are unable to receiveloans and other financial services, our liquidity and business could be negatively impacted.

RISKS RELATED TO INVESTMENTS IN REAL ESTATE-RELATED DEBT AND SECURITIES

The mortgage loans in which we may invest will be subject to the risk of delinquency, foreclosure and loss,which could result in losses to us.

Commercial mortgage loans are secured by commercial property and are subject to risks ofdelinquency and foreclosure and risks of loss. The ability of a borrower to repay a loan secured by aproperty typically is dependent primarily upon the successful operation of such property rather thanupon the existence of independent income or assets of the borrower. If the net operating income of theproperty is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income ofan income producing property can be affected by, among other things: customer mix, success ofcustomer businesses, property management decisions, property location and condition, competitionfrom comparable types of properties, changes in laws that increase operating expenses or limit rentsthat may be charged, any need to address environmental contamination at the property, the occurrenceof any uninsured casualty at the property, changes in national, regional or local economic conditionsand/or specific industry segments, current and potential future capital markets uncertainty, declines inregional or local real estate values, declines in regional or local rental or occupancy rates, increases ininterest rates, real estate tax rates and other operating expenses, changes in governmental rules,

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regulations and fiscal policies, including environmental legislation, acts of God, terrorism, social unrestand civil disturbances.

In the event of any default under a mortgage loan held directly by us, we will bear a risk of loss ofprincipal to the extent of any realized deficiency between the value of the collateral and the principaland accrued interest of the mortgage loan, which could have a material adverse effect on our cash flowand limit amounts available for distribution to you. In the event of the bankruptcy of a mortgage loanborrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of thevalue of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court),and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcytrustee or debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of amortgage loan can be an expensive and lengthy process, which could have a substantial adverse effecton our anticipated return on the foreclosed mortgage loan. In addition, if we foreclose on a particularproperty, we could become, as owner of the property, subject to liabilities associated with suchproperty, including liabilities related to taxes and environmental matters.

The mezzanine loans, B-notes, and other junior financings in which we may invest would involve greater risksof loss than senior loans secured by income-producing properties.

We may invest in mezzanine loans, B-notes, and other junior financings that substantially take theform of subordinated loans secured by second mortgages on the underlying property or loans securedby a pledge of the ownership interests of either the entity owning the property or the entity that ownsthe interest in the entity owning the property. These types of investments involve a higher degree ofrisk than senior mortgage lending secured by income producing property because the investment maybecome unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of theentity providing the pledge of its ownership interests as security, we may not have full recourse to theassets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan inwhole or in part. In addition, there may be significant delays and costs associated with the process offoreclosing on collateral securing or supporting these investments. If a borrower defaults on ourmezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanineloan will be satisfied only after the senior debt. As a result, we may not recover some or all of ourinvestment. In addition, mezzanine loans may have higher loan-to-value ratios than conventionalmortgage loans, resulting in less equity in the property and increasing the risk of loss of principal.Further, even if we are successful in foreclosing on the equity interests serving as collateral for certainmezzanine loans, such foreclosure could result in us inheriting all of the liabilities of the underlyingmortgage borrower, including the senior mortgage on the applicable property. This may result in bothincreased costs to us and a negative impact on our overall debt covenants and occupancy levels. Inmany cases a significant restructuring of the senior mortgage may be required in order for us to bewilling to retain longer term ownership of the property. If we are unsuccessful in restructuring theunderlying mortgage debt in these scenarios, the mortgage lender ultimately may foreclose on theproperty causing us to lose any of our remaining investment.

The B-notes in which we may invest may be subject to additional risks relating to the privately negotiatedstructure and terms of the transaction, which may result in losses to us.

We may invest in B-notes. A B-note is a mortgage loan typically (i) secured by a first mortgage ona single large commercial property or group of related properties and (ii) subordinated to an A-notesecured by the same first mortgage on the same collateral. As a result, if a borrower defaults, theremay not be sufficient funds remaining for B-note holders after payment to the A-note holders. Sinceeach transaction is privately negotiated, B-notes can vary in their structural characteristics and risks.For example, the rights of holders of B-notes to control the process following a borrower default maybe limited in certain B-note investments, particularly in situations where the A-note holders have theright to trigger an appraisal process pursuant to which control would shift from the holder of the

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B-note when it is determined, for instance, that a significant portion of the B-note is unlikely to berecovered. We cannot predict the terms of each B-note investment. Further, B-notes typically aresecured by a single property, and, as a result, reflect the increased risks associated with a singleproperty compared to a pool of properties. Our ownership of a B-note with controlling class rightsmay, in the event the financing fails to perform according to its terms, cause us to elect to pursue ourremedies as owner of the B-note, which may include foreclosure on, or modification of, the note or theneed to acquire or payoff the A-note. Acquiring or paying off the A-note could require a significantamount of cash, and we may not have sufficient cash to be able to do so.

Bridge loans may involve a greater risk of loss than conventional mortgage loans.

We may provide bridge loans secured by first lien mortgages on properties to borrowers who aretypically seeking short-term capital to be used in an acquisition, development or refinancing of realestate. The borrower may have identified an undervalued asset that has been undermanaged or islocated in a recovering market. If the market in which the asset is located fails to recover according tothe borrower’s projections, or if the borrower fails to improve the quality of the asset’s management orthe value of the asset, the borrower may not receive a sufficient return on the asset to satisfy thebridge loan, and we may not recover some or all of our investment.

In addition, owners usually borrow funds under a conventional mortgage loan to repay a bridgeloan. We may, therefore, be dependent on a borrower’s ability to obtain permanent financing to repayour bridge loan, which could depend on market conditions and other factors. Bridge loans, like otherloans secured directly or indirectly by property, are subject to risks of borrower defaults, bankruptcies,fraud, losses and special hazard losses that are not covered by standard hazard insurance. In the eventof any default under bridge loans held by us, we bear the risk of loss of principal and nonpayment ofinterest and fees to the extent of any deficiency between the value of the mortgage collateral and theprincipal amount of the bridge loan. Any such losses with respect to our investments in bridge loanscould have an adverse effect on our NAV, results of operations and financial condition.

Investment in non-conforming and non-investment grade loans may involve increased risk of loss.

Loans we may acquire or originate may not conform to conventional loan criteria applied bytraditional lenders and may not be rated or may be rated as non-investment grade. Non-investmentgrade ratings for these loans typically result from the overall leverage of the loans, the lack of a strongoperating history for the properties underlying the loans, the borrowers’ credit history, the properties’underlying cash flow or other factors. As a result, loans we acquire or originate may have a higher riskof default and loss than conventional loans. Any loss we incur may reduce distributions to stockholdersand adversely affect our value.

Risks of cost overruns and non-completion of the construction or renovation of the properties underlying loanswe make or acquire may materially adversely affect our investment.

The renovation, refurbishment or expansion by a borrower of a mortgaged or leveraged propertyinvolves risks of cost overruns and non-completion. Costs of construction or improvements to bring aproperty up to standards established for the market intended for that property may exceed originalestimates, possibly making a project uneconomical. Other risks may include: environmental risks,permitting risks, other construction risks and subsequent leasing of the property not being completedon schedule or at projected rental rates. If such construction or renovation is not completed in a timelymanner, or if it costs more than expected, the borrower may experience a prolonged impairment of netoperating income and may not be able to make payments of interest or principal to us.

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Interest rate fluctuations and changes in prepayment rates could cause the value of our debt investments todecrease or could reduce our ability to generate income from such investments.

Interest rate risk is the risk that debt investments will decline in value because of changes inmarket interest rates. Generally, when market interest rates rise, the market value of such investmentswill decline, and vice versa. Accordingly, the yield on our debt investments may be sensitive to changesin prevailing interest rates and corresponding changes in prepayment rates. Therefore, changes ininterest rates may affect our net interest income, which is the difference between the interest incomewe earn on our interest-earning investments and the interest expense we incur in financing theseinvestments. Interest rate fluctuations could also cause a borrower to prepay a mortgage loan morequickly than we expect, which could lead to our expected return on the investment being adverselyaffected.

Our debt investments may be considered illiquid and we may not be able to adjust our portfolio in response tochanges in economic and other conditions.

The debt investments we may make in connection with privately negotiated transactions may notbe registered under the relevant securities laws, resulting in a prohibition against their transfer, sale,pledge or other disposition except in a transaction that is exempt from the registration requirements of,or is otherwise registered in accordance with, those laws. As a result, our ability to vary our portfolio inresponse to changes in economic and other conditions may be relatively limited. The mezzanine,B-note and bridge loans we may originate or purchase in the future may be particularly illiquidinvestments due to their short life, their unsuitability for securitization and the greater difficulty ofrecovery in the event of a borrower’s default.

Delays in liquidating defaulted loans could reduce our investment returns.

If there are defaults under mortgage or other types of loans that we make, we may not be able torepossess and sell the underlying properties or equity collateral quickly. The resulting time delay couldreduce the value of our investment in the defaulted loans. An action to foreclose on a propertysecuring a loan is regulated by state statutes and regulations and is subject to many of the delays andexpenses of other lawsuits if the defendant raises defenses or counterclaims. In the event of default bya mortgagor or other borrower, these restrictions, among other things, may impede our ability toforeclose on or sell the mortgaged property or other equity collateral or to obtain proceeds sufficient torepay all amounts due to us on the mortgage or other type of loan.

We may make investments in non-U.S. dollar denominated securities, which will be subject to currency rateexposure and risks associated with the uncertainty of foreign laws and markets.

Some of our real estate-related securities may be denominated in foreign currencies and, therefore,we expect to have currency risk exposure to any such foreign currencies. A change in foreign currencyexchange rates may have an adverse impact on returns on our non-U.S. dollar denominatedinvestments. Although we may hedge our foreign currency risk subject to the REIT incomequalification tests, we may not be able to do so successfully and may incur losses on these investmentsas a result of exchange rate fluctuations. To the extent that we invest in non-U.S. dollar denominatedsecurities, in addition to risks inherent in this investment in securities as generally discussed in thisprospectus, we will also be subject to risks associated with the uncertainty of foreign laws and marketsincluding, but not limited to, unexpected changes in regulatory requirements, political and economicinstability in certain geographic locations, difficulties in managing international operations, currencyexchange controls, potentially adverse tax consequences, additional accounting and control expensesand the administrative burden of complying with a wide variety of foreign laws.

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Investments in real estate-related debt securities are subject to risks including various creditor risks and earlyredemption features which may materially adversely affect our results of operations and financial condition.

The debt securities and other interests in which we may invest may include secured or unsecureddebt at various levels of an issuer’s capital structure. The debt securities in which we may invest maynot be protected by financial covenants or limitations upon additional indebtedness, may be illiquid orhave limited liquidity, and may not be rated by a credit rating agency. Debt securities are also subjectto other creditor risks, including (i) the possible invalidation of an investment transaction as a‘‘fraudulent conveyance’’ under relevant creditors’ rights laws, (ii) so-called lender liability claims by theissuer of the obligation and (iii) environmental liabilities that may arise with respect to collateralsecuring the obligations. Our investments may be subject to early redemption features, refinancingoptions, pre-payment options or similar provisions which, in each case, could result in the issuerrepaying the principal on an obligation held by us earlier than expected, resulting in a lower return tous than anticipated or reinvesting in a new obligation at a lower return to us.

We will depend on debtors for our revenue, and, accordingly, our revenue and our ability to make distributionsto you will be dependent upon the success and economic viability of such debtors.

The success of our real estate-related investments will materially depend on the financial stabilityof the debtors underlying such investments. The inability of a single major debtor or a number ofsmaller debtors to meet their payment obligations could result in reduced revenue or losses. In theevent of a debtor default or bankruptcy, we may experience delays in enforcing our rights as a creditor,and such rights may be subordinated to the rights of other creditors. These events could negativelyaffect the cash available for distribution to our stockholders.

We may invest in real estate-related preferred equity securities, which may involve a greater risk of loss thantraditional debt financing.

We may invest in real estate-related preferred equity securities, which are currently volatile andwhich securities may involve a higher degree of risk than traditional debt financing due to a variety offactors, including that such investments are subordinate to traditional loans and are not secured.Furthermore, should the issuer default on our investment, we would only be able to proceed againstthe entity in which we have an interest, and not the property owned by such entity and underlying ourinvestment. As a result, we may not recover some or all of our investment. Since there may be anumber of debt obligations that have priority over our preferred stock investment, any determinationby us to cure defaults could be costly and we may not have the cash to be able to do so. If we becomethe equity owner of the issuer, we would be responsible for other liabilities of the issuer, includingliabilities relating to taxes and environmental matters.

Investments in real estate-related securities will be subject to specific risks relating to the particular issuer ofthe securities and may be subject to the general risks of investing in subordinated real estate-related securities.

We invest in real estate-related securities and our investments may consist of real estate-relatedcommon equity, preferred equity and debt securities of both publicly traded and private real estatecompanies. Our investments in such real estate-related securities will involve special risks relating tothe particular issuer of the securities, including the financial condition and business outlook of theissuer. Issuers of real estate-related securities generally invest in real estate or real estate-related assetsand are subject to the inherent risks associated with real estate-related debt investments discussed inthis prospectus.

The value of real estate-related securities, including those of publicly listed REITs, fluctuates inresponse to issuer, political, market and economic developments. For example, equity markets areexperiencing significant disruption as a result of the outbreak of COVID-19. In the short term, equityprices can fluctuate dramatically in response to these developments. Different parts of the market and

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different types of equity securities can react differently to these developments and they can affect asingle issuer, multiple issuers within an industry, the economic sector or geographic region, or themarket as a whole. The real estate industry is sensitive to economic downturns. The value of securitiesof companies engaged in real estate activities can be affected by changes in real estate values andrental income, property taxes, interest rates and tax and regulatory requirements. Downturns in equityand debt markets, such as the one we are currently experiencing, will significantly impact the value ofour real-estate related securities

Real estate-related securities may be unsecured and subordinated to other obligations of the issuer.As a result, investments in real estate-related securities are subject to risks of (i) limited liquidity in thesecondary trading, (ii) substantial market price volatility, (iii) subordination to prior claims of banksand other senior lenders of the issuer and preferred equity holders (iv) the operation of mandatorysinking fund or call/redemption provisions during periods of declining interest rates that could causethe issuer to reinvest redemption proceeds in lower yielding assets, (v) the possibility that earnings ofthe issuer may be insufficient to meet its debt service and distribution obligations and (iv) the decliningcreditworthiness and potential for insolvency of the issuer during periods of rising interest rates andeconomic downturn. These risks may adversely affect the value of outstanding real estate-relatedsecurities and the ability of the issuers thereof to pay dividends.

RISKS RELATED TO THE ADVISOR AND ITS AFFILIATES

Our Advisor faces conflicts of interest because certain of the fees it receives for services performed are basedon our NAV, the procedures for which the Advisor will assist our board of directors in developing, overseeing,implementing and coordinating.

The Advisor assists our board of directors in developing, overseeing, implementing andcoordinating our NAV procedures. It will assist our Independent Valuation Firm in valuing our realproperty portfolio by providing the firm with property-level information, including (i) historical andprojected operating revenues and expenses of the property; (ii) lease agreements on the property; and(iii) the revenues and expenses of the property. Our Independent Valuation Firm assumes and reliesupon the accuracy and completeness of all such information, does not undertake any duty orresponsibility to verify independently any of such information and relies upon us and our Advisor toadvise if any material information previously provided becomes inaccurate or was required to beupdated during the period of its review. In addition, the Advisor may have some discretion with respectto valuations of certain assets and liabilities, which could affect our NAV. Because the Advisor is paidcertain fees for its services based on our NAV, the Advisor could be motivated to influence our NAVand NAV procedures such that they result in an NAV exceeding realizable value, due to the impact ofhigher valuations on the compensation to be received by the Advisor. If our NAV is calculated in a waythat is not reflective of our actual NAV, then the purchase price of shares of our common stock on agiven date may not accurately reflect the value of our portfolio, and your shares may be worth less thanthe purchase price. See ‘‘Net Asset Valuation Calculation and Valuation Procedures.’’

Advisory fees may not create proper incentives or may induce the Advisor and its affiliates to make certaininvestments, including speculative investments, that increase the risk of our real estate portfolio.

The advisory fees we pay the Advisor or the Sponsor, as applicable, are made up of a fixedcomponent and a performance component. We will pay the Advisor the fixed component regardless ofthe performance of our portfolio. The Advisor’s entitlement to the fixed component, which is not basedupon performance metrics or goals, might reduce its incentive to devote its time and effort to seekinginvestments that provide attractive risk-adjusted returns for our portfolio. We will be required to paythe Advisor the fixed component in a particular period despite experiencing a net loss or a decline inthe value of our portfolio during that period. The performance component, which is based on our totaldistributions plus the change in NAV per share, may create an incentive for the Advisor to make riskieror more speculative investments on our behalf than it would otherwise make in the absence of suchperformance-based compensation. Because the performance component is based on our NAV, theAdvisor may be motivated to accelerate acquisitions in order to increase NAV or, similarly, delay orcurtail dispositions of assets or share redemptions to maintain a higher NAV, which would, in eachcase, increase amounts payable to the Advisor or the Sponsor.

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The Advisor’s management personnel, other employees and affiliates face conflicts of interest relating to timemanagement and, accordingly, the Advisor’s management personnel, other employees and affiliates may not beable to devote significant time to our business activities and the Advisor may not be able to hire adequateadditional employees.

All of the Advisor’s management personnel, other personnel, affiliates and related parties may alsoprovide services to other Sponsor affiliated entities and related parties. We are not able to estimate theamount of time that such management personnel, other personnel, affiliates and related parties willdevote to our business. As a result, the Advisor’s management personnel, other personnel, affiliates andrelated parties may have conflicts of interest in allocating their time between our business and theirother activities, which may include advising and managing various other real estate programs andventures, which may be numerous and may change as programs are closed or new programs areformed. During times of significant activity in other programs and ventures, the time they devote to ourbusiness may decline. Accordingly, there is a risk that the Advisor’s affiliates and related parties maynot devote significant time to our business activities and the Advisor may not be able to hire adequateadditional personnel.

The Advisor and its affiliates or related parties, including our officers and some of our directors, face conflictsof interest caused by compensation arrangements with us, other Sponsor affiliated entities and related partiesand joint venture partners or co-owners, which could result in actions that are not in your best interests.

Our executive officers, some of our directors and other key personnel are also officers, directors,managers, key personnel and/or holders of an ownership interest in the Advisor, the Dealer Managerand/or other entities related to our Sponsor. Our Advisor and its affiliates receive substantial fees fromus in return for their services and these fees could influence their advice to us. Among other matters,the compensation arrangements could affect their judgment with respect to:

• the continuation, renewal or enforcement of our agreements with the Advisor and its affiliates,including the Advisory Agreement and the agreement with the Dealer Manager;

• recommendations to our board of directors with respect to developing, overseeing, implementingand coordinating our NAV procedures, or the decision to adjust the value of certain of ourassets or liabilities if the Advisor is responsible for valuing them;

• public offerings of equity by us, which may result in increased advisory fees for the Advisor;

• competition for customers from entities sponsored or advised by affiliates of our Sponsor thatown properties in the same geographic area as us; and

• investments through a joint venture or other co-ownership arrangements, which may result inincreased fees for the Advisor.

Further, certain advisory fees paid to our Advisor are paid irrespective of the quality of theunderlying real estate or property management services during the term of the related agreement. Inevaluating investments and other management strategies, the opportunity to earn these fees may leadour Advisor to place undue emphasis on criteria relating to its compensation at the expense of othercriteria, such as preservation of capital, in order to achieve higher short-term compensation.Considerations relating to compensation to our Advisor and its affiliates from us and other entitiessponsored or advised by affiliates of our Sponsor could result in decisions that are not in ourstockholders’ best interests, which could hurt our ability to pay our stockholders distributions or resultin a decline in the value of our stockholders’ investment. Conflicts of interest such as those describedabove have contributed to stockholder litigation against certain other externally managed REITs thatare not affiliated with our Advisor or the Sponsor.

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The time and resources that Sponsor affiliated entities and related parties devote to us may be diverted and wemay face additional competition due to the fact that Sponsor affiliated entities and related parties are notprohibited from raising money for another entity that makes the same types of investments that we target.

Sponsor affiliated entities and related parties are not prohibited from raising money for anotherinvestment entity that makes the same types of investments as those we target. As a result, the timeand resources they could devote to us may be diverted. For example, the Dealer Manager is currentlyinvolved in separate public offerings for two other entities sponsored or advised by affiliates of theSponsor. In addition, we may compete with other entities sponsored or advised by affiliates of theSponsor for the same investors and investment opportunities.

We may co-invest or joint venture an investment with a Sponsor affiliated entity or related party.

We may also co-invest or joint venture with other Sponsor affiliated entities and related parties.Even though all such co-investments will be subject to approval by a majority of our board of directors,including a majority of our independent directors, they could be on terms not as favorable to us asthose we could achieve co-investing with a third party. In addition, we may share control with or cedecontrol of the venture to the Sponsor affiliated entity or related party and decisions could be made thatare not in our best interests.

We may enter into transactions with the Advisor or affiliates or other related entities of the Advisor; as aresult, in any such transaction, we may not have the benefit of arm’s length negotiations of the type normallyconducted between unrelated parties and we may incur additional expenses.

We may enter into transactions with the Advisor or with affiliates or other related entities of theAdvisor. For example, we may purchase assets from affiliates or other related entities of the Advisorthat they currently own or hereafter acquire from third parties. The Advisor may also cause us to enterinto a joint venture with its affiliates or to dispose of an interest in a property to its affiliates. We mayalso purchase properties developed and completed by affiliates of the Advisor or provide loans for thedevelopment of properties being developed by affiliates of the Advisor. The Advisor and/or itsmanagement team could experience a conflict in representing our interests in these transactions. In anysuch transaction, we will not have the benefit of arm’s length negotiations of the type normallyconducted between unrelated parties and may receive terms that are less beneficial to us than if suchtransactions were with a third party. In addition, our independent directors may request thatindependent legal counsel be provided to them on any matter in which they deem such counselappropriate or necessary. If the independent directors request independent legal counsel, we will paythe cost of such counsel, which could reduce the cash available to us for other purposes, includingpaying distributions to our stockholders.

We depend on the Advisor and its key personnel; if any of such key personnel were to cease employment withthe Advisor or its affiliates, our business could suffer.

Our ability to make distributions and achieve our investment objectives is dependent upon theperformance of the Advisor in the acquisition, disposition and management of our investments, theselection of customers for our properties, the determination of any financing arrangements and otherfactors. In addition, our success depends to a significant degree upon the continued contributions ofcertain of the Advisor’s key personnel, including, in alphabetical order, Rajat Dhanda, David M.Fazekas, Andrea L. Karp, Brian R. Lange, Thomas G. McGonagle, Dwight L. Merriman III, Lainie P.Minnick, James R. Mulvihill, Taylor M. Paul, Scott W. Recknor, Scott A. Seager, Jeffrey W. Taylor,Peter M. Vanderburg, J. R. Wetzel, Joshua J. Widoff and Evan H. Zucker, each of whom would bedifficult to replace. We currently do not have, nor do we expect to obtain, key man life insurance onany of the Advisor’s key personnel. If the Advisor were to lose the benefit of the experience, effortsand abilities of one or more of these individuals through their resignation, retirement, or due to an

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internalization transaction effected by another investment program sponsored by the Sponsor or itsaffiliates, or due to such individual or individuals becoming otherwise unavailable because of otheractivities on behalf of the Sponsor or its affiliates, our operating results could suffer.

The fees we pay to entities sponsored or advised by affiliates of our Sponsor in connection with our offeringsof securities and in connection with the management of our investments were not determined on an arm’s-length basis, and therefore, we do not have the benefit of arm’s-length negotiations of the type normallyconducted between unrelated parties.

The Advisor, affiliates of the Advisor and the Dealer Manager have earned and will continue toearn fees, performance allocations, commissions and expense reimbursements from us. The fees,performance allocations, commissions and expense reimbursements paid and to be paid to the Advisor,affiliates of the Advisor and the Dealer Manager for services they provided us in connection with pastofferings and in connection with this offering were not determined on an arm’s-length basis. As aresult, the fees have been determined without the benefit of arm’s-length negotiations of the typenormally conducted between unrelated parties. See ‘‘Conflicts of Interest.’’

We compete with entities sponsored or advised by affiliates of the Sponsor, for whom affiliates of the Sponsorprovide certain advisory or management services, for opportunities to acquire or sell investments, and forcustomers, which may have an adverse impact on our operations.

We compete with existing entities sponsored or advised by affiliates of the Sponsor and maycompete with any such entity created in the future, as well as entities for whom affiliates of theSponsor provide certain advisory or management services, for opportunities to acquire, lease, finance orsell certain types of properties. We may also buy, finance or sell properties at the same time as theseentities are buying, financing or selling properties. In this regard, there is a risk that we will purchase aproperty that provides lower returns to us than a property purchased by entities sponsored or advisedby affiliates of the Sponsor and entities for whom affiliates of the Sponsor provide certain advisory ormanagement services. Certain entities sponsored or advised by affiliates of the Sponsor own and/ormanage properties in geographical areas in which we expect to own properties. Therefore, ourproperties may compete for customers with other properties owned and/or managed by these entities.The Advisor may face conflicts of interest when evaluating customer leasing opportunities for ourproperties and other properties owned and/or managed by these entities and these conflicts of interestmay have a negative impact on our ability to attract and retain customers.

The Sponsor and the Advisor have implemented lease allocation guidelines to assist with theprocess of the allocation of leases when we and certain other entities to which affiliates of the Advisorare providing certain advisory services have potentially competing properties with respect to a particularcustomer. Pursuant to the lease allocation guidelines, if we have an opportunity to bid on a lease with aprospective customer and one or more of these other entities has a potentially competing property,then, under certain circumstances, we may not be permitted to bid on the opportunity and in othercircumstances, we and the other entities will be permitted to participate in the bidding process. Thelease allocation guidelines are overseen by a joint management committee consisting of our CombinedIndustrial Advisors committee and certain other management representatives associated with otherentities to which affiliates of the Advisor are providing similar services.

Because affiliates of the Sponsor and the Advisor currently sponsor and in the future may adviseother investment vehicles (each, an ‘‘Investment Vehicle’’) with overlapping investment objectives,strategies and criteria, potential conflicts of interest may arise with respect to industrial real estateinvestment opportunities (‘‘Industrial Investments’’). In order to manage this potential conflict ofinterest, in allocating Industrial Investments among the Investment Vehicles, the Sponsor follows anallocation policy (the ‘‘Allocation Policy’’) which currently provides that if the Sponsor or one of itsaffiliates is awarded and controls an Industrial Investment that is suitable for more than one

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Investment Vehicle, based upon various Allocation Factors (defined below), including without limitationavailability of capital, portfolio objectives, diversification goals, target investment markets, returnrequirements, investment timing and the Investment Vehicle’s applicable approval discretion and timing,then the Industrial Investment will be allocated to Investment Vehicles on a rotational basis and will beoffered to the Investment Vehicle at the top of the rotation list (that is, the Investment Vehicle that hasgone the longest without being allocated an Industrial Investment). If an Investment Vehicle on the listdeclines the Industrial Investment, it will be rotated to the bottom of the rotation list. Exceptions maybe made to the Allocation Policy for (x) transactions necessary to accommodate an exchange pursuantto Section 1031 of the U.S. Internal Revenue Code of 1986, as amended (the ‘‘Code’’), or(y) characteristics of a particular Industrial Investment or Investment Vehicle, such as adjacency to anexisting asset, legal, regulatory or tax concerns or benefits, portfolio balancing or other AllocationFactors listed below, which make the Industrial Investment more advantageous to one of theInvestment Vehicles. In addition, the Sponsor may from time to time specify that it will not seek newallocations for more than one Investment Vehicle until certain minimum allocation levels are reached

The Sponsor may from time to time grant to certain Investment Vehicles certain exclusivity,rotation or other priority (each, a ‘‘Special Priority’’) with respect to Industrial Investments or otherinvestment opportunities. Current existing Special Priorities have been granted to: (i) Build-to-CoreIndustrial Partnership III LLC (‘‘BTC III’’), pursuant to which BTC III will be presented one out ofevery three qualifying development Industrial Investments (subject to the terms and conditions of theBTC III partnership agreement) until such time as capital commitments thereunder have been fullycommitted; (ii) Black Creek Industrial Fund LP (‘‘BCIF’’) pursuant to which BCIF will be presentedone out of every three potential development Industrial Investments, one out of every five potentialvalue-add Industrial Investments, and one out of every three potential core Industrial Investments(subject to terms and conditions of the BCIF partnership agreement) until such time as capitalcommitments accepted by BCIF on or prior to March 31, 2020 have been called or committed; and(iii) the BTC II Partnership pursuant to which the BTC II Partnership will be presented one out ofevery three qualifying development Industrial Investments (subject to terms and conditions of the BTCII Partnership agreement) until such time as capital commitments thereunder have been fullycommitted. The Sponsor or its affiliates may grant additional special priorities in the future and fromtime to time. In addition, to the extent that a potential conflict of interest arises with respect to aninvestment opportunity other than an Industrial Investment, the Sponsor currently expects to managethe potential conflict of interest by allocating the investment in accordance with the principles of theAllocation Policy the Sponsor follows with respect to Industrial Investments.

‘‘Allocation Factors’’ are those factors that the Sponsor maintains and updates from time to timebased on review by the Sponsor’s Head of Real Estate. Current examples of Allocation Factors include:

• Overall investment objectives, strategy and criteria, including product type and style of investing(for example, core, core plus, value-add and opportunistic);

• The general real property sector or debt investment allocation targets of each program and anytargeted geographic concentration;

• The cash requirements of each program;

• The strategic proximity of the investment opportunity to other assets;

• The effect of the acquisition on diversification of investments, including by type of property,geographic area, customers, size and risk;

• The policy of each program relating to leverage of investments;

• The effect of the acquisition on loan maturity profile;

• The effect on lease expiration profile;

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• Customer concentration;

• The effect of the acquisition on ability to comply with any restrictions on investments andindebtedness contained in applicable governing documents, SEC filings, contracts or applicablelaw or regulation;

• The effect of the acquisition on the applicable entity’s intention not to be subject to regulationunder the Investment Company Act;

• Legal considerations, such as Employee Retirement Income Security Act of 1974, as amended(‘‘ERISA’’) and Foreign Investment in Real Property Tax Act (‘‘FIRPTA’’), that may beapplicable to specific investment platforms;

• The financial attributes of the investment opportunity;

• Availability of financing;

• Cost of capital;

• Ability to service any debt associated with the investment opportunity;

• Risk return profiles;

• Targeted distribution rates;

• Anticipated future pipeline of suitable investments;

• Expected holding period of the investment opportunity and the applicable entity’s remainingterm;

• Whether the applicable entity still is in its fundraising and acquisition stage, or has substantiallyinvested the proceeds from its fundraising stage;

• Whether the applicable entity was formed for the purpose of making a particular type ofinvestment;

• Affiliate and/or related party considerations;

• The anticipated cash flow of the applicable entity and the asset;

• Tax effects of the acquisition, including on REIT or partnership qualifications;

• The size of the investment opportunity; and

• The amount of funds available to each program and the length of time such funds have beenavailable for investment.

The Sponsor may modify its overall allocation policies from time to time. Any changes to theSponsor’s allocation policies will be timely reported to our Conflicts Resolution Committee. TheAdvisor will be required to provide information to our board of directors on a quarterly basis to enableour board of directors, including the independent directors, to determine whether such policies arebeing fairly applied.

If we invest in joint venture or co-ownership arrangements with the Advisor or its affiliates, they may retainsignificant control over our investments even if our independent directors terminate the Advisor.

While a majority of our independent directors may terminate the Advisor upon 60 days’ writtennotice, our ability to remove co-general partners or advisors to any entities in which the Advisor or itsaffiliates serve in such capacities and in which we may serve as general partner or manager is limited.As a result, if we invest in such joint-venture or co-ownership arrangements; an affiliate of the Advisor

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may continue to maintain a substantial degree of control over our investments despite the terminationof the Advisor.

RISKS RELATED TO OUR TAXATION AS A REIT

Failure to qualify as a REIT could adversely affect our operations and our ability to make distributions.

We have elected to be taxed as a REIT for U.S. federal income tax purposes, commencing withthe taxable year ended December 31, 2017 and we intend to continue to operate in accordance withthe requirements for qualification as a REIT. Although we do not intend to request a ruling from theInternal Revenue Service, (‘‘IRS’’), as to our REIT status, we have received the opinion of our specialU.S. federal income tax counsel, Morrison & Foerster LLP, with respect to our qualification as a REIT.This opinion was issued in connection with our public offering. Investors should be aware, however,that opinions of counsel are not binding on the IRS or on any court. The opinion of Morrison &Foerster LLP represents only the view of our counsel based on our counsel’s review and analysis ofexisting law and on certain representations as to factual matters and covenants made by us, includingrepresentations relating to the values of our assets, the sources of our income, the amount ofdistributions that we pay, the composition of our stockholders, and various other matters relating to therequirements for qualification as a REIT. Morrison & Foerster LLP has no obligation to advise us orthe holders of our common stock of any subsequent change in the matters stated, represented orassumed in its opinion or of any subsequent change in applicable law. Furthermore, both the validity ofthe opinion of Morrison & Foerster LLP and our qualification as a REIT will depend on oursatisfaction of numerous requirements (some on an annual and quarterly basis) established underhighly technical and complex provisions of the Code, for which there are only limited judicial oradministrative interpretations, and involves the determination of various factual matters andcircumstances not entirely within our control. The complexity of these provisions and of the applicableincome tax regulations that have been promulgated under the Code is greater in the case of a REITthat holds its assets through a partnership, as we do. Moreover, no assurance can be given thatlegislation, new regulations, administrative interpretations or court decisions will not change the taxlaws with respect to qualification as a REIT or the U.S. federal income tax consequences of thatqualification.

If we were to fail to qualify as a REIT for any taxable year, we would be subject to U.S. federalincome tax on our taxable income at corporate rates. In addition, we would generally be disqualifiedfrom treatment as a REIT for the four taxable years following the year in which we lose our REITstatus. Losing our REIT status would reduce our net earnings available for investment or distributionto stockholders because of the additional tax liability. In addition, distributions to stockholders wouldno longer be deductible in computing our taxable income and we would no longer be required to makedistributions. However, any distributions made would be subject to the favorable tax rate applied to‘‘qualified dividend income.’’ To the extent that distributions had been made in anticipation of ourqualifying as a REIT, we might be required to borrow funds or liquidate some investments in order topay the applicable corporate income tax. In addition, although we intend to operate in such a manneras to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerationsmay cause our board of directors to determine that it is no longer in our best interest to continue to bequalified as a REIT and recommend that we revoke our REIT election.

We believe that the Operating Partnership will be treated for U.S. federal income tax purposes asa partnership and not as an association or as a publicly traded partnership taxable as a corporation. Ifthe IRS successfully determines that the Operating Partnership should be treated as a corporation, theOperating Partnership would be required to pay U.S. federal income tax at corporate rates on its netincome, its partners would be treated as stockholders of the Operating Partnership and distributions topartners would constitute distributions that would not be deductible in computing the OperatingPartnership’s taxable income. In addition if the Operating Partnership were treated as a corporation, we

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could fail to qualify as a REIT, with the resulting consequences described above. See ‘‘Material U.S.Federal Income Tax Considerations—Other Tax Considerations—Tax Aspects of Our Investments inOur Operating Partnership—Classification as a Partnership.’’

To qualify as a REIT, we must meet annual distribution requirements, which may result in us distributingamounts that may otherwise be used for our operations.

To obtain the favorable tax treatment accorded to REITs, in addition to other qualificationrequirements, we normally will be required each year to distribute to our stockholders at least 90% ofour REIT taxable income (which may not equal net income as calculated in accordance with GAAP),determined without regard to the deduction for distributions paid and by excluding net capital gains.We will be subject to U.S. federal income tax on our undistributed taxable income and net capital gainand to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to anycalendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain netincome and 100% of our undistributed income from prior years. These requirements could cause us todistribute amounts that otherwise would be invested in acquisitions of properties and it is possible thatwe might be required to borrow funds or sell assets to fund these distributions. It is possible that wemight not always be able to continue to make distributions sufficient to meet the annual distributionrequirements required to maintain our REIT status, avoid corporate tax on undistributed incomeand/or avoid the 4% excise tax.

From time to time, we may generate taxable income greater than our income for financialreporting purposes, or differences in timing between the recognition of taxable income and the actualreceipt of cash may occur. If we do not have other funds available in these situations, we could berequired to borrow funds on unfavorable terms, sell investments at disadvantageous prices or distributeamounts that would otherwise be invested in future acquisitions to make distributions sufficient toenable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and toavoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increaseour costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our ability togrow, which could adversely affect our value.

Recharacterization of sale-leaseback transactions may cause us to lose our REIT status.

We may purchase properties and lease them back to the sellers of such properties. There can beno assurance that the IRS will not challenge our characterization of any such sale-leaseback transactionas a ‘true lease.’ In the event that any such sale-leaseback transaction is challenged and successfullyrecharacterized as a financing or loan for U.S. federal income tax purposes, deductions for depreciationand cost recovery relating to such property would be disallowed. If a sale-leaseback transaction were sorecharacterized, we might fail to satisfy the REIT qualification ‘‘asset tests,’’ the ‘‘income tests’’ or the‘‘distribution requirements’’ and, consequently, lose our REIT status effective with the year ofrecharacterization. Alternatively, the amount of our REIT taxable income could be recalculated whichmight also cause us to fail to meet the distribution requirement for a taxable year in the event wecannot make a sufficient deficiency distribution.

You may have current tax liability on distributions if you elect to reinvest in shares of our common stock.

Stockholders who elect to participate in the distribution reinvestment plan, and who are subject toU.S. federal income taxation laws, will incur a tax liability on an amount equal to the fair market valueon the relevant distribution date of the shares of our common stock purchased with reinvesteddistributions, to the extent such distribution is properly treated as being paid out of ‘‘earnings andprofits,’’ even though such stockholders have elected not to receive the distributions used to purchasethose shares of common stock in cash. As a result, each of our stockholders that is not a tax-exemptentity may have to use funds from other sources to pay such tax liability on the value of the commonstock received.

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Distributions payable by REITs do not qualify for the reduced tax rates that apply to other corporatedistributions.

The maximum tax rate applicable to income from ‘‘qualified dividends’’ payable to U.S.stockholders that are individuals, trusts and estates is currently 20% plus a 3.8% ‘‘Medicare tax’’surcharge. Distributions payable by REITs, however, generally continue to be taxed at the normal rateapplicable to the individual recipient on ordinary income, rather than the 20% preferential rate, andare also subject to the 3.8% Medicare tax; provided, however, that all such distributions (other thandistributions designated as capital gain distributions and distributions traceable to distributions from ataxable REIT subsidiary) which are received by a pass-through entity or an individual are eligible for a20% deduction from gross income under the current tax laws that will expire if not extended at the endof 2025. The more favorable rates applicable to regular corporate distributions could cause investorswho are individuals to perceive investments in REITs to be relatively less attractive than investments inthe stocks of non-REIT corporations that pay distributions, which could adversely affect the value ofour common stock. See ‘‘Material U.S. Federal Income Tax Considerations—Taxation of Taxable U.S.Stockholders.’’

In certain circumstances, we may be subject to federal and state income taxes as a REIT, which would reduceour cash available for distribution to you.

Even if we qualify and maintain our status as a REIT, we may be subject to U.S. federal incometaxes or state taxes. For example, net income from a ‘‘prohibited transaction’’ will be subject to a 100%tax. We may not be able to make sufficient distributions to avoid excise taxes applicable to REITs. Wemay also decide to retain income we earn from the sale or other disposition of our properties and payincome tax directly on such income. In that event, our stockholders would be treated as if they hadearned that income and paid the tax on it directly, would be eligible to receive a credit or refund of thetaxes deemed paid on the income deemed earned, and shall increase the adjusted basis of its shares bythe excess of such deemed income over the amount of taxes deemed paid. However, stockholders thatare tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemedpayment of such tax liability. We may also be subject to state and local taxes on our income orproperty, either directly or at the level of the companies through which we indirectly own our assets.Any U.S. federal or state taxes we pay will reduce our cash available for distribution to you.

Distributions to tax-exempt investors may be classified as unrelated business taxable income.

Neither ordinary nor capital gain distributions with respect to our common stock, or gain from thesale of common stock should generally constitute unrelated business taxable income to a tax-exemptinvestor. However, there are certain exceptions to this rule. In particular:

• Part of the income and gain recognized by certain qualified employee pension trusts with respectto our common stock may be treated as unrelated business taxable income if shares of ourcommon stock are predominately held by qualified employee pension trusts, and we are requiredto rely on a special look-through rule for purposes of meeting one of the REIT share ownershiptests, and we are not operated in a manner to avoid treatment of such income or gain asunrelated business taxable income;

• Part of the income and gain recognized by a tax-exempt investor with respect to our commonstock would constitute unrelated business taxable income if the investor incurs debt in order toacquire the common stock; and

• Part or all of the income or gain recognized with respect to our common stock by social clubs,voluntary employee benefit associations, supplemental unemployment benefit trusts and qualifiedgroup legal services plans which are exempt from federal income taxation under

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Sections 501(c)(7), (9), (17), or (20) of the Code may be treated as unrelated business taxableincome.

See ‘‘Material U.S. Federal Income Tax Considerations—Taxation of Tax-Exempt Stockholders’’section of this prospectus for further discussion of this issue if you are a tax-exempt investor.

Investments in other REITs and real estate partnerships could subject us to the tax risks associated with thetax status of such entities.

We may invest in the securities of other REITs and real estate partnerships. Such investments aresubject to the risk that any such REIT or partnership may fail to satisfy the requirements to qualify asa REIT or a partnership, as the case may be, in any given taxable year. In the case of a REIT, suchfailure would subject such entity to taxation as a corporation, may require such REIT to incurindebtedness to pay its tax liabilities, may reduce its ability to make distributions to us, and may renderit ineligible to elect REIT status prior to the fifth taxable year following the year in which it fails to soqualify. In the case of a partnership, such failure could subject such partnership to an entity level taxand reduce the entity’s ability to make distributions to us. In addition, such failures could, dependingon the circumstances, jeopardize our ability to qualify as a REIT.

Complying with the REIT requirements may cause us to forego otherwise attractive opportunities.

To qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy testsconcerning, among other things, the sources of our income, the nature and diversification of our assets,the amounts we distribute to our stockholders and the ownership of shares of our common stock. Wemay be required to forego attractive investments. We also may be required to make distributions tostockholders at disadvantageous times or when we do not have funds readily available for distribution.Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis ofmaximizing profits.

Complying with the REIT requirements may force us to liquidate otherwise attractive investments.

To qualify as a REIT, we must ensure that at the end of each calendar quarter, at least 75% of thevalue of our assets consists of cash, cash items, government securities and qualified REIT real estateassets. The remainder of our investments (other than governmental securities and qualified real estateassets) generally cannot include more than 10% of the outstanding voting securities of any one issueror more than 10% of the total value of the outstanding securities of any one issuer. In addition, ingeneral, no more than 5% of the value of our assets (other than government securities and qualifiedreal estate assets) can consist of the securities of any one issuer, and no more than 20% of the value ofour total assets can be represented by securities of one or more taxable REIT subsidiaries. See‘‘Material U.S. Federal Income Tax Considerations—Asset Tests.’’ If we fail to comply with theserequirements at the end of any calendar quarter, we must correct such failure within 30 days after theend of the calendar quarter to avoid losing our REIT status and suffering adverse tax consequences or,generally, must have ‘‘reasonable cause’’ for the failure and pay a penalty, in addition to satisfying suchrequirements. See ‘‘Material U.S. Federal Income Tax Considerations—Taxation of REITs in General.’’As a result, we may be required to liquidate otherwise attractive investments.

The stock ownership limit imposed by the Code for REITs and our charter may restrict our businesscombination opportunities.

To qualify as a REIT under the Code, not more than 50% in value of our outstanding stock maybe owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certainentities) at any time during the last half of each taxable year after our first year in which we qualify asa REIT. Our charter, with certain exceptions, authorizes our board of directors to take the actions thatare necessary and desirable to preserve our qualification as a REIT. Unless an exemption is granted by

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our board of directors, no person (as defined to include entities) may own more than 9.8% in value ofour capital stock or more than 9.8% in value or in number of shares, whichever is more restrictive, ofour common stock. In addition, our charter generally prohibits beneficial or constructive ownership ofshares of our capital stock by any person that owns, actually or constructively, an interest in any of ourlessees that would cause us to own, actually or constructively, 10% or more of any of our lessees. Ourboard of directors may grant an exemption, prospectively or retroactively, in its sole discretion, subjectto such conditions, representations and undertakings as it may determine. These ownership limitationsin our charter are common in REIT charters and are intended, among other purposes, to assist us incomplying with the tax law requirements and to minimize administrative burdens. However, theseownership limits might also delay or prevent a transaction or a change in our control that might involvea premium price for our common stock or otherwise be in the best interests of our stockholders.

The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify asa REIT.

The IRS has issued Revenue Procedure 2003-65, which provides a safe harbor pursuant to which amezzanine loan that is secured by interests in a pass-through entity will be treated by the IRS as a realestate asset for purposes of the REIT 75% asset test, and interest derived from such loan will betreated as qualifying mortgage interest for purposes of the REIT 75% income test. Although theRevenue Procedure provides a safe harbor on which taxpayers may rely, it does not prescribe rules ofsubstantive tax law. We may make investments in loans secured by interests in pass-through entities in amanner that complies with the various requirements applicable to our qualification as a REIT. To theextent, however, that any such loans do not satisfy all of the requirements for reliance on the safeharbor set forth in the Revenue Procedure, there can be no assurance that the IRS will not challengethe tax treatment of such loans, which could jeopardize our ability to qualify as a REIT.

Liquidation of assets may jeopardize our REIT status.

To qualify as a REIT, we must comply with requirements regarding our assets and our sources ofincome. If we are compelled to liquidate our investments to satisfy our obligations to our lenders, wemay be unable to comply with these requirements, ultimately jeopardizing our status as a REIT, or wemay be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer propertyor inventory.

Changes to the U.S. federal income tax laws, including the enactment of certain tax reform measures, couldhave an adverse impact on our business and financial results.

In recent years, numerous legislative, judicial and administrative changes have been made to theU.S. federal income tax laws applicable to investments in real estate and REITs, including the passageof the Tax Cuts and Jobs Act of 2017. Federal legislation intended to ameliorate the economic impactof the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act, or the CARESAct, has been enacted that makes technical corrections to, or modifies on a temporary basis, certain ofthe provisions of the Tax Cut and Jobs Act of 2017, and it is possible that additional such legislationmay be enacted in the future. The full impact of the Tax Cuts and Jobs Act of 2017 and the CARESAct may not become evident for some period of time. In addition, there can be no assurance thatfuture changes to the U.S. federal income tax laws or regulatory changes will not be proposed orenacted that could impact our business and financial results. The REIT rules are constantly underreview by persons involved in the legislative process and by the Internal Revenue Service and the U.S.Treasury Department, which may result in revisions to regulations and interpretations in addition tostatutory changes. If enacted, certain of such changes could have an adverse impact on our businessand financial results.

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We cannot predict whether, when or to what extent any new U.S. federal tax laws, regulations,interpretations or rulings will impact the real estate investment industry or REITs. Prospective investorsare urged to consult their tax advisors regarding the effect of potential future changes to the federal taxlaws on an investment in our shares.

Foreign investors may be subject to FIRPTA on the sale of common stock if we are unable to qualify as adomestically controlled REIT.

A foreign person (other than a ‘‘qualified foreign pension plan’’) disposing of a U.S. real propertyinterest, including shares of a U.S. corporation whose assets consist principally of U.S. real propertyinterests, is generally subject to a tax under FIRPTA on the gain recognized on the disposition.FIRPTA does not apply, however, to the disposition of stock in a REIT if the REIT is a ‘‘domesticallycontrolled REIT.’’ A domestically controlled REIT is a REIT in which, at all times during a specifiedtesting period, less than 50% in value of its shares is held directly or indirectly by non-U.S. holders.There can be no assurance that we will qualify as a domestically controlled REIT. If we were to fail toso qualify, gain realized by a foreign investor (other than a ‘‘qualified foreign pension plan’’) on a saleof our common stock would be subject to FIRPTA unless our common stock was traded on anestablished securities market and the foreign investor did not at any time during a specified testingperiod directly or indirectly own more than 5% (10% after December 18, 2015) of the value of ouroutstanding common stock. We are not currently traded on an established securities market. See‘‘Material U.S. Federal Income Tax Considerations—Taxation of Non-U.S. Stockholders—Dispositions.’’

We may enter into certain hedging transactions which may have a potential impact on our REIT status.

From time to time, we may enter into hedging transactions with respect to one or more of ourassets or liabilities. Our hedging activities may include entering into interest rate and/or foreigncurrency swaps, caps, and floors, options to purchase these items, and futures and forward contracts.Income and gain from ‘‘hedging transactions’’ that we enter into to hedge indebtedness incurred or tobe incurred to acquire or carry real estate assets and that are clearly and timely identified as such willbe excluded from both the numerator and the denominator for purposes of the gross income and assettests that apply to REITs. Moreover, any income from a transaction entered into primarily to managerisk of currency fluctuations with respect to any item of income that would be qualifying REIT incomeunder the REIT gross income tests, and any gain from the unwinding of any such transaction, does notconstitute gross income for purposes of the REIT annual gross income tests. To the extent that we donot properly identify such transactions as hedges or we hedge with other types of financial instruments,or hedge other types of indebtedness, the income from those transactions may not be treated asqualifying income for purposes of the REIT gross income tests, and might also give rise to an asset thatdoes not qualify for purposes of the REIT asset tests.

INVESTMENT COMPANY RISKS

We are not registered as an investment company under the Investment Company Act, and therefore we will notbe subject to the requirements imposed on an investment company by the Investment Company Act which maylimit or otherwise affect our investment choices.

The Company, the Operating Partnership, and our subsidiaries intend to conduct our businesses sothat we are not required to register as ‘‘investment companies’’ under the Investment Company Act.The operation of a business in a manner so as not to be subject to regulation as an investmentcompany requires an analysis of and compliance with complex laws, regulations and SEC staffinterpretations, not all of which are summarized herein. Although we could modify our businessmethods at any time, at the present time we focus our activities on investments in real estate, buildings,and other assets that can be referred to as ‘‘sticks and bricks’’ and therefore we will not be aninvestment company under Section 3(a)(1)(A) of the Investment Company Act. We also may invest in

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other real estate investments, such as real estate related securities, and will otherwise be considered tobe in the real estate business.

Companies subject to the Investment Company Act are required to comply with a variety ofsubstantive requirements such as requirements relating to:

• Limitations on the capital structure of the entity;

• Restrictions on certain investments;

• Prohibitions on transactions with affiliated entities; and

• Public reporting disclosures, record keeping, voting procedures, proxy disclosure and similarcorporate governance rules and regulations.

These and other requirements are intended to provide benefits or protections to security holdersof investment companies. Because we and our subsidiaries do not expect to be subject to theserequirements, you will not be entitled to these benefits or protections. It is our policy to operate in amanner that will not require us to register as an investment company, and we do not expect to registeras an ‘‘investment company’’ under the Investment Company Act.

We do not expect that we, the Operating Partnership, or other subsidiaries will be an investmentcompany because, if we have any securities that are considered to be investment securities held by anentity, then we will seek to ensure that holdings of investment securities in such entity will not exceed40% of the total assets of that entity (on a consolidated basis) and that no such entity holds itself outas being engaged primarily in the business of investing in securities. If an entity were to holdinvestment securities having a value exceeding 40% of the value of the entity’s total assets (on aconsolidated basis), and no other exclusion from registration was available, that entity might berequired to register as an investment company. In order to avoid such a result, we, the OperatingPartnership, or a subsidiary may be unable to sell assets we would otherwise want to sell or we mayneed to sell assets we would otherwise wish to retain. In addition, we may also have to forgoopportunities to acquire certain investments or interests in companies or entities that we wouldotherwise want to acquire, or acquire assets we might otherwise not select for purchase.

If the Company, the Operating Partnership or any subsidiary owns assets that qualify as‘‘investment securities’’ and the value of such assets exceeds 40% of the value of its total assets (on aconsolidated basis), the entity would be deemed to be an investment company absent another exclusionfrom the Investment Company Act. Certain of the subsidiaries that we may form in the future couldseek to rely upon the exclusion provided by Section 3(c)(5)(C) of that Act, which is available forentities, among other things, ‘‘primarily engaged in the business of purchasing or otherwise acquiringmortgages and other liens on and interests in real estate.’’ This exclusion, as interpreted by the staff ofthe SEC, generally requires that at least 55% of an entity’s portfolio be comprised of qualifyinginterests and an additional 25% of the entity’s portfolio be comprised of real estate-related interestsalthough this percentage may be reduced to the extent that more than 55% of the entity’s assets areinvested in qualifying interests, (as such terms have been interpreted by the staff of the SEC) and nomore than 20% of such entity’s total assets are invested in miscellaneous investments. Qualifyinginterests for this purpose include actual interests in real estate, certain mortgage loans and other assetsas interpreted in a manner consistent with SEC staff guidance. We intend to treat as real estate-relatedinterests those assets that do not qualify for treatment as qualifying interests, including any securities ofcompanies primarily engaged in real estate businesses that are not within the scope of SEC staffpositions and/or interpretations regarding qualifying interests and securities issued by pass-throughentities of which substantially all of the assets consist of qualifying interests and/or real estate-relatedinterests. Due to the factual nature of this test, we, the Operating Partnership, or a subsidiary may beunable to sell assets we would otherwise want to sell or may need to sell assets we would otherwisewish to retain, if we deem it necessary to remain in compliance with the foregoing standards. In

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addition, we may have to forgo opportunities to acquire certain investments or interests in companiesor entities that we would otherwise want to acquire, or acquire assets we might otherwise not select forpurchase, if we deem it necessary to remain in compliance with the foregoing standards.

In addition, we, the Operating Partnership and/or our subsidiaries may rely upon other exclusions,including the exclusion provided by Section 3(c)(6) of the Investment Company Act (which excludes,among other things, parent entities whose primary business is conducted through majority-ownedsubsidiaries relying upon the exclusion provided by Section 3(c)(5)(C), discussed above), from thedefinition of an investment company and the registration requirements under the Investment CompanyAct. There can be no assurance that the laws and regulations governing the Investment Company Actstatus of REITs (and/or their subsidiaries), including actions by the SEC or its staff providing morespecific or different guidance regarding these exclusions, will not change in a manner that adverselyaffects our operations. For example, on August 31, 2011, the SEC issued a concept release requestingcomments regarding a number of matters relating to the exclusion provided by Section 3(c)(5)(C) ofthe Investment Company Act, including the nature of assets that qualify for purposes of the exclusionand whether mortgage REITs should be regulated in a manner similar to investment companies. To theextent that the SEC or the SEC staff provides more specific guidance regarding any of the mattersbearing upon the exclusions discussed above or other exclusions from the definition of an investmentcompany under the Investment Company Act upon which we may rely, we may be required to changethe way we conduct our business or adjust our strategy accordingly. Any additional guidance from theSEC staff could provide additional flexibility to us, or it could further inhibit our ability to pursue thestrategies we have chosen. If we meet the definition of an investment company under the InvestmentCompany Act and we fail to qualify for an exclusion therefrom, our ability to use leverage and otherbusiness strategies would be substantially reduced. Our business will be materially and adverselyaffected if we fail to qualify for an exemption or exclusion from regulation under the InvestmentCompany Act.

If we or the Operating Partnership are required to register as an investment company under the InvestmentCompany Act, the additional expenses and operational limitations associated with such registration mayreduce your investment return or impair our ability to conduct our business as planned.

If we become an investment company or are otherwise required to register as an investmentcompany, we might be required to revise some of our current policies, or substantially restructure ourbusiness, to comply with the Investment Company Act. This would likely require us to incur theexpense and delay of holding a stockholder meeting to vote on proposals for such changes. Further, ifwe were required to register as an investment company, but failed to do so, we would be prohibitedfrom engaging in our business, criminal and civil actions could be brought against us, some of ourcontracts might be unenforceable, unless a court were to direct enforcement, and a court could appointa receiver to take control of us and liquidate our business.

ERISA RISKS

If our assets are deemed to be ERISA plan assets, the Advisor and we may be exposed to liabilities under TitleI of ERISA and the Internal Revenue Code.

In some circumstances where an ERISA plan holds an interest in an entity, the assets of the entireentity are deemed to be ERISA plan assets unless an exception applies. This is known as the‘‘look-through rule.’’ Under those circumstances, the obligations and other responsibilities of plansponsors, plan fiduciaries and plan administrators, and of parties in interest and disqualified persons,under Title I of ERISA and Section 4975 of the Code, as applicable, may be applicable, and there maybe liability under these and other provisions of ERISA and the Code. We believe that our assets shouldnot be treated as plan assets because the shares should qualify as ‘‘publicly-offered securities’’ that areexempt from the look-through rules under applicable Treasury Regulations. We note, however, that

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because certain limitations are imposed upon the transferability of shares so that we may qualify as aREIT, and perhaps for other reasons, it is possible that this exemption may not apply. If that is thecase, and if the Advisor or we are exposed to liability under ERISA or the Code, our performance andresults of operations could be adversely affected. Prior to making an investment in us, you shouldconsult with your legal and other advisors concerning the impact of ERISA and the Code on yourinvestment and our performance.

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ESTIMATED USE OF PROCEEDS

The following table sets forth our best estimate of how we intend to use the gross and netproceeds from this offering assuming that we sell specified numbers of shares of each class as well as aspecified number of shares pursuant to the primary offering and the distribution reinvestment plan,which we refer to in this section as our ‘‘DRIP offering.’’ However, the number of shares of each classof our common stock to be offered, including the number of shares of each class of our common stockto be offered pursuant to the DRIP offering, and other terms of any offering under this prospectus,may vary from these assumptions. We are offering up to $1,500,000,000 in shares of our common stockin our primary offering, and up to $500,000,000 in shares of our common stock in the DRIP offering,in any combination of Class T shares, Class W shares and Class I shares.

The tables below assume that the maximum selling commissions and dealer manager fees are paidon all Class T shares of our common stock offered in our primary offering to the public on a bestefforts basis. The selling commissions, and, in some cases, dealer manager fees, may be reduced oreliminated in connection with certain categories of Class T share sales, such as sales for which adiscount applies. The reduction in these commissions and fees will be accompanied by a correspondingreduction in the per share purchase price but will not affect the amounts available to us for investment.After paying the selling commissions, the dealer manager fees and the organization and offeringexpense reimbursement, we will use the net proceeds of this offering to acquire property, debt andother investments and to pay the fees set forth in the table below. Because amounts in the followingtables are estimates, they may not accurately reflect the actual receipt or use of the offering proceeds.

The following tables set forth information about how we intend to use the proceeds raised in thisoffering, assuming that we sell: (i) the maximum offering of $1,500,000,000 in shares pursuant to ourprimary offering and (ii) the maximum offering of $2,000,000,000 in shares (including $500,000,000 inshares pursuant to our DRIP offering). The tables also reflect the assumption that 75% of our grossoffering proceeds come from sales of Class T shares, 15% of our gross offering proceeds come fromsales of Class W shares and 10% of our gross offering proceeds from Class I shares. We have assumedthe percentage of shares of each class that will be sold based on discussions with the Dealer Managerand broker dealers, but there can be no assurance as to how many shares of each class will be sold. Wereserve the right to reallocate the shares of common stock we are offering between the primary offeringand our DRIP offering. The figures set forth below cannot be precisely calculated at this time and willdepend on a number of factors, including, but not limited to, the number of shares of each class ofcommon stock sold, rates of reinvestment pursuant to the DRIP offering and any potential reallocationof shares between the primary offering and the DRIP offering. Therefore, we cannot accurately predictthe net proceeds we will realize from a combination of the offerings.

Until the proceeds from our public offerings are fully invested, and from time to time thereafter,we may not generate sufficient cash flow from operations to fully fund distributions. Therefore, someor all of our distributions may be paid from other sources, such as cash advances by our Advisor, cashresulting from a waiver or deferral of fees, borrowings and/or proceeds from our public offerings. Thereis no limit on distributions that may be made from these sources, however, our Advisor and its affiliatesare under no obligation to defer or waive fees in order to support our distributions. The estimatedamount to be invested, presented in the table below, will be impacted to the extent we use proceedsfrom this offering to pay distributions. The following tables are presented solely for informationalpurposes. The figures presented in the tables below are estimates based on numerous assumptions. Theactual percentage of net proceeds available to use will depend on a number of factors, including theamount of capital we raise and the actual offering costs. For example, if we raise less than themaximum offering amount, we would expect the percentage of net offering proceeds available to us tobe less (and may be substantially less) than that set forth below because many offering costs are fixedand do not depend on the amount of capital raised in the offering.

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The following table presents information regarding the estimated use of proceeds raised in thisoffering with respect to Class T shares, using the assumptions described above.

Maximum PrimaryMaximum Primary Offering Plus Offering of

Offering of $1,125,000,000 $375,000,000 in Class Tin Class T Shares DRIP Shares

Amount % Amount %

Gross Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,125,000,000 100.0% $1,500,000,000 100.0%Less:

Selling commissions(1) . . . . . . . . . . . . . . . . . . . . . $ 22,500,000 2.0% $ 22,500,000 1.5%Dealer Manager Fees(1) . . . . . . . . . . . . . . . . . . . . $ 28,125,000 2.5% $ 28,125,000 1.9%

Organization and Offering ExpensesReimbursement(2) . . . . . . . . . . . . . . . . . . . . . . . . $ 12,304,688 1.1% $ 16,406,250 1.1%

Net Proceeds/Amounts Available for Investments(3) . $1,062,070,313 94.4% $1,432,968,750 95.5%

The following table presents information regarding the estimated use of proceeds raised in thisoffering with respect to Class W shares, using the assumptions described above.

Maximum PrimaryMaximum Primary Offering Plus Offering of

Offering $225,000,000 $75,000,000 in Class Win of Class W Shares DRIP Shares

Amount % Amount %

Gross Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $225,000,000 100.0% $300,000,000 100.0%Less:

Selling commissions(1) . . . . . . . . . . . . . . . . . . . . . . . . — 0.0% — 0.0%Dealer Manager Fees(1) . . . . . . . . . . . . . . . . . . . . . . — 0.0% — 0.0%

Organization and Offering Expenses Reimbursement(2) . $ 2,460,938 1.1% $ 3,281,250 1.1%

Net Proceeds/Amount Available for Investments(3) . . . . . $222,539,063 98.9% $296,718,750 98.9%

The following table presents information regarding the estimated use of proceeds raised in thisoffering with respect to Class I shares, using the assumptions described above.

Maximum PrimaryMaximum Primary Offering Plus Offering of

Offering of $150,000,000 $50,000,000 in Class Iin Class I Shares DRIP Shares

Amount % Amount %

Gross Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $150,000,000 100.0% $200,000,000 100.0%Less:

Selling commissions . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.0% — 0.0%Dealer Manager Fees . . . . . . . . . . . . . . . . . . . . . . . . . — 0.0% — 0.0%

Organization and Offering Expenses Reimbursement(2) . $ 1,640,625 1.1% $ 2,187,500 1.1%

Net Proceeds/Amount Available for Investments(3) . . . . . $148,359,375 98.9% $197,812,500 98.9%

(1) The Dealer Manager, in its sole discretion, may reallow up to the full amount of the sellingcommission attributable to the shares of our common stock sold by other broker dealersparticipating in this offering to them and may also reallow up to the full amount of its dealermanager fee for reimbursement of marketing expenses. The maximum compensation payable tomembers of FINRA participating in this offering will not exceed 10.0% of the aggregate grossoffering proceeds from the sale of shares of our common stock sold in the primary offering. The

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selling commissions and dealer manager fees are not paid in connection with sales pursuant to ourDRIP offering. Thus, the selling commissions and dealer manager fees are calculated only onClass T shares sold in the primary offering. In addition, subject to FINRA limitations onunderwriting compensation, we will pay the Dealer Manager additional underwriting compensationin the form of annual distribution fees that accrue monthly and are calculated on Class T andClass W shares sold in the primary offering in an amount equal to 1.0% per annum and 0.50% perannum, respectively, of the NAV per Class T share or Class W share, respectively. In calculatingour distribution fees, we will use our most recently disclosed monthly NAV before giving effect tothe monthly distribution fee or distributions on our shares. We will cease paying the distributionfees with respect to Class T and Class W shares when they are no longer outstanding, including asa result of conversion to Class I shares, as well as upon certain other triggering events. See ‘‘Planof Distribution—Underwriting Compensation.’’ The distribution fees are ongoing fees that are notpaid at the time of purchase, are not intended to be a principal use of offering proceeds and arenot included in the above table. See ‘‘Plan of Distribution’’ for a description of these fees.

(2) The Advisor agreed to advance all of our organization and offering expenses on our behalf(including legal, accounting, printing, mailing and filing fees and expenses, due diligence expensesof participating broker dealers supported by detailed and itemized invoices, costs in connectionwith preparing sales materials, design and website expenses, fees and expenses of our escrow agentand transfer agent, fees to attend retail seminars sponsored by participating broker dealers andreimbursements for customary travel, lodging, and meals, reimbursement of broker dealers fortechnology costs and expenses associated with offering and costs and expenses associated with thefacilitation of the marketing and ownership of our shares by their participating customers, butexcluding upfront selling commissions, dealer manager fees and distribution fees) throughDecember 31, 2019. We began reimbursing the Advisor for all such advanced expenses ratably overthe 60 months following December 31, 2019. On January 1, 2020, we began reimbursing theAdvisor for any organization and offering expenses that it incurs on our behalf as and whenincurred. After the termination of the primary offering and again after termination of the offeringunder our distribution reinvestment plan, the Advisor has agreed to reimburse us to the extent thatthe organization and offering expenses that we incur exceed 15% of our gross proceeds from theapplicable offering. Subject to FINRA limitations on underwriting compensation, in addition to theorganization and offering expenses for which we will reimburse the Advisor, the Advisor may payadditional expenses that are considered underwriting compensation to the Dealer Manager (whichmay be reallowed or paid by the Dealer Manager to participating broker dealers) withoutreimbursement from us. See ‘‘Plan of Distribution—Underwriting Compensation—OtherCompensation.’’

(3) Until substantially all of the net offering proceeds are invested in connection with the acquisitionand development of real properties and the acquisition of debt and other investments, substantiallyall of the net offering proceeds may be invested in short-term, highly liquid investments includingbut not limited to money market funds, government obligations, bank certificates of deposit,short-term debt obligations, and interest bearing accounts. The number of real properties we areable to acquire or develop and the amount of debt and other investments which we are able tomake will depend on several factors, including the amount of capital raised in this offering, theextent to which proceeds from the DRIP offering are used to redeem shares under our shareredemption program, whether we use offering proceeds to make distributions, the extent to whichwe incur debt or issue OP Units in order to acquire or develop real properties and the terms ofsuch debt and the purchase price of the real properties we acquire or develop and the debt andother investments we make. We are not able to estimate the number of real properties we mayacquire or develop or the number of debt and other investments we may make assuming the saleof any particular number of shares of our common stock. However, in general we expect that theconcentration risk of our portfolio of investments will be inversely related to the number of sharesof our common stock sold in this offering.

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INVESTMENT STRATEGY, OBJECTIVES AND POLICIES

Investment Objectives

Our primary investment objectives include the following:

• Preserving and protecting our stockholders’ capital contributions;

• Providing current income to our stockholders in the form of regular cash distributions; and

• Realizing capital appreciation through the potential sale of our assets or other Liquidity Event.

We cannot assure you that we will attain our investment objectives. Our charter places numerouslimitations on us with respect to the manner in which we may invest our funds. These limitationscannot be changed unless our charter is amended, which requires the approval of our stockholders.

We will supplement this prospectus during the offering period to describe the acquisition ofsignificant investments.

Investment Strategy

We intend to focus our investment activities on and use the proceeds of this offering principally forbuilding a national industrial warehouse operating company. Our investment activities include theacquisition, development and/or financing of income-producing real estate assets consisting primarily ofhigh-quality distribution warehouses and other industrial properties that are leased to creditworthycorporate customers. Creditworthiness does not necessarily mean that our customers will be investmentgrade, and it is anticipated that much of our portfolio will be comprised of non-rated andnon-investment grade customers. We evaluate creditworthiness and financial strength of prospectivecustomers based on financial, operating and business plan information that is provided to us by suchprospective customers, as well as other market and economic information that is generally publiclyavailable. In general, we intend our investment strategy to adhere to the following core principles:

• Careful selection of target markets and submarkets, with an intent to emphasize locations withhigh barriers to entry, close proximity to large demographic bases and/or access to majordistribution infrastructure;

• Primary focus on highly functional, generic bulk distribution and light industrial facilities;

• Achievement of portfolio diversification in terms of markets, customers, industry exposure andlease rollovers; and

• Emphasis on a mix of creditworthy national, regional and local customers.

We use the term ‘‘highly functional, generic’’ to describe bulk distribution and light industrialfacilities with property and building specifications that address the respective market and submarketdemands regarding usage. Such specifications may include, among others, clear heights, building depths,number of dock doors, truck court depths, trailer storage, lighting and fire protection technologies andkey transportation (interstate, port, rail, air) access. We target property characteristics to appeal to thewidest array of potential customers, typically needing relatively minor additional tenant improvementexpenditures in order to attract a new customer to fill a vacant or soon-to-be vacant space.

Although we expect that our investment activities will focus primarily on distribution warehousesand other industrial properties, our charter and bylaws do not preclude us from investing in other typesof commercial property or real estate-related debt. However, we will not invest more than 25% of thenet proceeds we receive from the sale of shares of our common stock in this offering in other types ofcommercial property or real estate-related debt. Our investment in any distribution warehouse, otherindustrial property, or other property type will be based upon the best interests of our Company andour stockholders as determined by the Advisor and our board of directors. Real estate assets in which

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we may invest may be acquired either directly by us or through joint ventures or other co-ownershiparrangements with affiliated or unaffiliated third parties, and may include: (i) equity investments incommercial real property; (ii) mortgage, mezzanine, construction, bridge and other loans related to realestate; and (iii) investments in other real estate-related entities, including REITs, private real estatefunds, real estate management companies, real estate development companies and debt funds, bothforeign and domestic. Subject to the 25% limitation described above, we may invest in any of theseasset classes, including those that present greater risk.

To the extent that we invest in real estate-related debt, our primary investments could include, butare not limited to, originations of and participations in commercial mortgage loans secured by realestate, B-notes, mezzanine loans and certain other types of debt-related investments that may help usreach our diversification, liquidity and other investment objectives.

We currently intend to maintain, under normal operating circumstances and subject to anylimitations and requirements relating to our qualification as a REIT, an allocation to a number ofsources of liquidity including cash, cash equivalents (e.g. money market funds), other short-terminvestments, U.S. government securities, agency securities and liquid real estate-related securities(‘‘cash-related liquidity’’) of at least 10% and up to 20% of our equity. In addition, we may maintain anundrawn amount under our corporate line of credit which will cover any difference between ourcash-related liquidity up to at least 20% of our equity. Notwithstanding our intention to allocate up to20% of our equity to cash-related liquidity investments, the actual allocation percentage may from timeto time be higher or lower due to factors such as real estate market conditions, the amount of proceedswe raise in this offering, increased redemption requests, the availability and relative attractiveness ofother investment opportunities, an increase in anticipated cash requirements, or other circumstancesexisting at the time we are making investments, subject to any limitations or requirements relating toour qualification as a REIT. With respect to investments in real estate-related securities and othersecurities, while our primary goal in making such investments is to preserve liquidity in support of ourshare redemption program, in the future we may change our objectives with respect to investments inreal estate-related securities. Targeted securities investments may include, but are not limited to, thefollowing: (i) equity securities such as preferred stocks, common stocks and convertible preferredsecurities of public or private real estate companies (including other REITs, real estate operatingcompanies, homebuilders and other real estate companies), (ii) debt securities issued by other realestate companies, (iii) U.S. government and agency securities and (iv) certain other types of securitiesthat may help us reach our diversification, liquidity and other investment objectives.

Target Market and Submarket Selection

We intend to build a portfolio of industrial properties that emphasizes markets that favor existingand growing demand for industrial warehousing and distribution. Such markets have characteristicssuch as high to moderate barriers to entry, proximity to a large demographic base, and/or access tomajor distribution infrastructure.

High barriers to entry: Primary target markets including Baltimore/Washington D.C., New York/New Jersey, the San Francisco Bay Area, Seattle, South Florida and Southern California have high landcosts and fewer opportunities for additional development.

Moderate barriers to entry with a growing and/or large demographic base: Primary target marketsincluding Atlanta, Charlotte, Chicago, Dallas, Eastern and Central Pennsylvania, Houston, Nashvilleand Orlando have moderate barriers to entry and opportunities for additional development.

Proximity to a large demographic base: Primary target markets including Atlanta, Chicago andDallas have a large population base within a one hundred mile radius.

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Access to major distribution hubs: Primary target markets including Chicago, Eastern Pennsylvania,Houston, Louisville, Memphis, New Jersey, Seattle/Tacoma, South Florida and Southern California aresupported by significant intermodal rail, interstate, airport and seaport infrastructures.

In an effort to achieve our goal of building a national industrial platform, we intend to acquireproperties in these distribution and logistics markets, as well as other national markets which couldinclude, but are not limited to, Austin, Cincinnati, Columbus, Denver, Indianapolis, Kansas City, LasVegas, Minneapolis, Phoenix, Portland, Reno, Salt Lake City, San Antonio and St. Louis. Within eachof these markets, certain submarkets will be targeted based on a number of factors, includingsubmarket size and depth, interstate highway, rail, and airport access, construction of new supply, andpotential for rental rate growth.

Bulk Distribution and Light Industrial Facilities

We intend to invest primarily in industrial buildings selected for their location, functionality, andpotential cash flow characteristics, as well as their stability and their generally low maintenance andcapital improvement costs.

We expect that our industrial properties, which consist primarily of warehouse distribution facilitiessuitable for single or multiple customers, will typically be comprised of multiple types of buildings. Thefollowing table describes the types and characteristics of industrial buildings we intend to target.

Building Type Description

Bulk distribution . . . . . . . Building size of 150,000 to 1.5 million square feet, single or multi-customerLight industrial . . . . . . . . Building size of less than 150,000 square feet, single or multi-customerFlex industrial . . . . . . . . Includes assembly or research and development, primarily multi-customer

Portfolio Diversification

Our objective is to build a high-quality, diversified industrial portfolio. Although there can be noassurance that we will achieve this objective, we intend to diversify our portfolio in the following ways:

• Markets: We intend to focus on the distribution and logistics markets in the U.S. describedunder ‘‘—Target Market and Submarket Selection,’’ although we may invest in other markets.

• Customers: As our portfolio grows, we will generally seek to avoid having any single customeraccount for a significant portion of our annual aggregate net rental income.

• Industry exposure: We intend to seek broad based exposure to multiple industries within ourcustomer base.

• Lease rollovers: To the extent reasonably possible, we intend to manage our portfolio over timeto avoid an excessive level of lease rollover and/or expirations in any given year.

Creditworthy National, Regional and Local Customers

We expect to lease space to large, multi-national companies as well as smaller local and regionalbusinesses. We consider the creditworthiness of our customers an important factor to limit ourexposure to lost future rents and to maintain high occupancy rates. However, it is important to keep inmind that creditworthiness does not necessarily mean that our customers will be investment grade and,in fact, it is anticipated that much of our portfolio will be comprised of non-rated and non-investmentgrade customers. The evaluation of the creditworthiness of potential customers of our propertiesdepends on the type of property. Although we are authorized to enter into leases with any type ofcustomers, we anticipate that a majority of our customers that occupy larger spaces at our industrialproperties will be corporations or other entities that have a substantial net worth (or other relevant

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financial metrics, including capital availability and stability of cash flows), or whose lease obligations areguaranteed by another corporation or entity with similar financial metric characteristics. Generally, allmajor customers are subject to a credit review.

Investments in Real Properties

We expect that the substantial majority of our real property investments will consist of: (i) core orcore-plus assets, which are income-producing properties that have been fully constructed andsubstantially leased; (ii) value-add situations, which are properties that have some level of vacancy atthe time of closing, may be undervalued or newly constructed, or where product repositioning, capitalexpenditures, and/or improved property and leasing management may increase cash flows; and(iii) development opportunities, which are properties to be constructed or are under development orconstruction.

The Advisor has significant discretion with respect to the selection of real property investments. Indetermining the specific types of real property investments to recommend to our board of directors, theAdvisor utilizes the following criteria:

• Broad assessment of macro and microeconomic, employment and demographic data and trends;

• Regional, market and property specific supply/demand dynamics;

• Credit quality of in-place customers and the potential for future rent increases;

• Physical condition and location of the asset;

• Barriers to entry in the relevant market and other property specific sources of sustainablecompetitive advantages;

• The possibility of competition from other assets in the market;

• Market rents and opportunity for revenue and net operating income growth;

• Opportunities for capital appreciation based on product repositioning, operating expensereductions and other factors;

• Liquidity and income tax considerations; and

• Additional factors considered important to meeting our investment objectives.

We are not specifically limited in the number or size of real properties we may acquire, or to thepercentage of the net proceeds from our public offerings that we may invest in a single real property,real property type or location. The specific number and mix of real properties we acquire will dependupon real estate market conditions and other circumstances existing at the time we are acquiring ourreal properties and the amount of proceeds we raise in this offering.

Development and Construction of Real Properties

We may invest a portion of the net proceeds from our public offerings in unimproved land uponwhich improvements are to be constructed or completed. Our charter currently prohibits us frominvesting more than 10% of our total assets within our portfolio in unimproved real properties, whichare not acquired for the purpose of producing rental or other operating income and on whichdevelopment or construction is not expected to occur within one year of the acquisition. Developmentof real properties is subject to risks relating to a builder’s ability to control construction costs or tobuild in conformity with plans, specifications and timetables. The Advisor may elect to employ one ormore project managers (who under some circumstances may be affiliated with the Advisor) to plan,supervise and implement the development and construction of any unimproved real properties whichwe may acquire. Such persons would be compensated by us.

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Joint Venture Investments

We may enter into joint venture agreements with partners in connection with certain propertyacquisitions. With respect to these agreements, we may make a significant equity contribution relativeto the overall equity requirement for any given venture. These agreements also generally allow ourjoint venture partners to be entitled to profit participation upon the sale of a property and to be paidacquisition, asset management, disposition and other fees by us or the joint venture, and the Advisormay agree to reallow a portion of the customary acquisition, asset management or disposition fees thatit receives from us.

We may enter into joint ventures, general partnerships, co-tenancies and other participationarrangements, with one or more institutions or individuals, including real estate developers, operators,owners, investors and others, some of whom may be affiliates of the Advisor, for the purpose ofacquiring, developing, owning and managing one or more real properties. In determining whether torecommend a particular joint venture, the Advisor evaluates the real property that such joint ventureowns or is being formed to own under the same criteria used for the selection of our real propertyinvestments. The Advisor or its affiliates may receive various fees for providing services to the jointventure, including but not limited to an asset management fee, with respect to the proportionateinterest in the properties held by our joint venture partners or co-owners of our properties.

Our board of directors or the appropriate committee of our board of directors must approve ajoint venture prior to the signing of a legally binding purchase agreement for the acquisition of aspecific real property. You should not rely upon our initial disclosure of any proposed joint ventureagreement as an assurance that we will ultimately consummate the proposed transaction or that theinformation we provide in any supplement to this prospectus concerning any proposed transaction willnot change after the date of the supplement. We may enter into joint ventures with affiliates of theAdvisor for the acquisition of real properties, but only provided that:

• A majority of our board of directors, including a majority of the independent directors, nototherwise interested in the transaction, approves the transaction as being fair and reasonable tous; and

• The investment by us and such affiliate are on terms and conditions that are no less favorablethan those that would be available to unaffiliated parties.

In certain cases, we may be able to obtain a right of first refusal to buy a real property if aparticular joint venture partner elects to sell its interest in the real property held by the joint venture.In the event that the joint venture partner were to elect to sell real property held in any such jointventure, however, we may not have sufficient funds to exercise our right of first refusal to buy the jointventure partner’s interest in the real property held by the joint venture.

Actions by a joint venture partner or co-tenant, which are generally out of our control, might havethe result of subjecting the property to liabilities in excess of those contemplated and may have theeffect of reducing the returns generated by such property, particularly if the joint venture agreementprovides that the joint venture partner is the managing partner or otherwise maintains a controllinginterest that could allow it to take actions contrary to our interests. See ‘‘Risk Factors—Risks Relatedto Investments in Real Property—Actions of joint venture partners could negatively impact ourperformance.’’

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Acquisition of Assets from the Advisor, its Affiliates or Other Related Entities

We may acquire assets from the Advisor, its affiliates or other related entities. It is important tonote that under no circumstances will we acquire any asset from the Advisor or any of its affiliates orfrom any entity advised by an affiliate of the Sponsor, unless: (i) a majority of our board of directors,including a majority of the independent directors, not otherwise interested in the transaction,determines that such transaction is fair and reasonable to us; (ii) the price to us for such asset is nogreater than the cost of the asset to the Advisor or its affiliate unless there is substantial justificationfor any amount that exceeds such cost and such excess amount is determined to be reasonable; (iii) theprice to us does not exceed the asset’s appraised value, as determined by a reasonably current appraisalproduced by an independent appraiser approved by a majority of our board of directors, including amajority of the independent directors; and (iv) any agreements associated with the acquisition of suchasset include provisions to avoid duplication of fees paid by us. See ‘‘Conflicts of Interest—ConflictResolution Procedures.’’

Due Diligence

While local laws and market customs vary from country to country, our obligation to close atransaction involving the purchase of a real property asset will generally be conditioned upon thedelivery and verification of certain documents from the seller or developer, including, whereappropriate and available:

• Environmental reports, including Phase I environmental assessments;

• Property level agreements, such as lease agreements and brokerage agreements;

• Evidence of marketable title subject to such liens and encumbrances; and

• Operating and financial information.

In certain circumstances, however, we may acquire real properties without some of the itemsoutlined above assuming our Advisor and our board of directors are comfortable with the risksassociated with doing so.

Terms of Leases

The terms and conditions of any lease we enter into with our customers may vary substantiallyfrom those we describe in this prospectus. However, we expect that a majority of our leases will belong-term (generally two to 10 years) operating leases generally referred to as ‘‘net’’ leases. A ‘‘net’’lease provides that the customer will be required to pay or reimburse us for certain repairs andmaintenance, property taxes, utilities, insurance and certain other operating costs. We, as landlord, willgenerally have responsibility for certain capital repairs or replacement of specific structural componentsfor a property such as the roof of the building, the truck court and parking areas, as well as the interiorfloor or slab of the building.

We anticipate that certain tenant improvements required to be funded by us as the landlord underleases in connection with newly acquired real properties could be funded from our offering proceeds.In addition, at such time as a customer at one of our real properties does not renew its lease orotherwise vacates its space, it is likely that, in order to attract new customers, we will be required toexpend funds for tenant improvements and customer refurbishments to the vacated space. Since we donot anticipate maintaining permanent working capital reserves, we may not have access to fundsrequired for such tenant improvements and customer refurbishments in order to attract new customersto lease vacated space. We anticipate that most of our leases will be for fixed rentals with periodicincreases based on the consumer price index or similar contractual adjustments, and that none of therentals will be based on the income or profits of any person.

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Investments in Real Estate-Related Debt and Securities

To the extent that we invest in real estate-related debt, our primary investments could include, butare not limited to, originations of and participations in commercial mortgage loans secured by realestate, B-notes, mezzanine loans and certain other types of debt-related investments that may help usreach our diversification, liquidity and other investment objectives. With respect to investments in realestate-related securities and other securities, our primary goal in making such investments is to preserveliquidity in support of our share redemption program, although in the future we may change ourobjectives with respect to investments in real estate-related securities. Targeted securities investmentsmay include, but are not limited to, the following: (1) equity securities such as preferred stocks,common stocks and convertible preferred securities of public or private real estate companies(including other REITs, real estate operating companies, homebuilders and other real estatecompanies), (2) debt securities issued by other real estate companies, (3) U.S. government and agencysecurities and (4) certain other types of securities that may help us reach our diversification, liquidityand other investment objectives.

Our charter provides that we may not invest in securities unless a majority of our directors(including a majority of the independent directors) not otherwise interested in the transaction approvessuch investment as being fair, competitive and commercially reasonable and that, generally, we may notmake mortgage loan investments (other than an investment in mortgage programs or residentialmortgage backed securities) unless an appraisal is obtained concerning the underlying property and theaggregate amount of all mortgage loans outstanding on the property do not exceed an amount equal to85% of the appraised value of the property unless substantial justification exists because of thepresence of other underwriting criteria. See ‘‘—Investment Limitations’’ below. Consistent with suchrequirements, in determining the types of real estate-related debt and securities investments to make,we evaluate specific criteria for each prospective real estate-related debt and securities investmentincluding:

• positioning the overall portfolio to achieve a desired liquidity mix of real property and other realestate-related investments;

• diversification benefits relative to the rest of the real estate-related debt and securities withinour portfolio;

• fundamental securities analysis;

• quality and sustainability of underlying property cash flows;

• broad assessment of macro-economic data and regional property level supply and demanddynamics;

• potential for delivering current income and attractive risk-adjusted total returns; and

• additional factors considered important to meeting our investment objectives.

We are not specifically limited in the number or size of our real estate-related debt or securitiesinvestments, or on the percentage of the net proceeds from our public offerings that we may invest in asingle real estate-related debt or security investment or pool of investments. The specific number andmix of real estate-related debt and securities in which we invest will depend upon real estate marketconditions, other circumstances existing at the time we are making investments and the amount ofproceeds we raise in this offering. We will not invest in securities of other issuers for the purpose ofexercising control, and the first or second mortgages in which we intend to invest will likely not beinsured by the Federal Housing Administration or guaranteed by the Veterans Administration orotherwise guaranteed or insured.

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We also will be required to consider regulatory requirements and SEC staff interpretations thatdetermine the treatment of such securities for purposes of exclusions from registration as an investmentcompany. This may require us to forgo investments that we, our Operating Partnership, or oursubsidiaries might otherwise make in order to continue to assure that under Section 3(a)(1)(C)‘‘investment securities’’ do not exceed the 40% limit required to avoid registration as an investmentcompany or that under Section 3(c)(5)(C) not less than 55% of our assets are treated as qualifyingassets.

The following describes some, but not all, of the types of real estate-related debt and securitiesinvestments we may invest in and/or originate:

Mortgage Loans Secured by Commercial Real Properties

We may invest in commercial mortgages and other commercial real estate interests consistent withthe requirements for qualification as a REIT. We may originate or acquire interests in mortgage loans,which may pay fixed or variable interest rates or have ‘‘participating’’ features. Our loans may includefirst mortgage loans, second mortgage loans and leasehold mortgage loans. Loans will usually not beinsured or guaranteed by the U.S. government, its agencies or anyone else. They will usually benon-recourse, which means they will not be the borrower’s personal obligations.

We will generally require a security interest in the underlying properties or leases. We will obtainindependent appraisals for underlying real property. However, the Advisor generally will rely on its ownanalysis and not exclusively on appraisals in determining whether to make or acquire a particular loan.We will not make a loan when the amount we advance plus the amount of any existing loans that areof equal priority or senior to our loan exceeds 100% of the appraised value of the underlying realproperty.

Loans with ‘‘participating’’ features may allow us to participate in the economic benefits of anyincrease in the value of the property securing repayment of the loan as though we were an equityowner of a portion of the property. The forms and extent of any participations may vary depending onfactors such as the equity investment, if any, of the borrower, credit support provided by the borrower,the interest rate on our loans and the anticipated and actual cash flow from the underlying realproperty.

Mortgage Programs and Mortgage Backed Securities

Our charter does not preclude us from investing in mortgage programs, commercial mortgagebacked securities (‘‘CMBS’’) and residential mortgage backed securities (‘‘RMBS’’). However, we willnot invest in mortgage programs, CMBS or RMBS unless appraisals of the underlying properties areobtained and the aggregate amount of all mortgage loans outstanding on the properties do not exceedan amount equal to 85% of the appraised value of the properties or substantial justification existsbecause of the presence of other underwriting criteria.

Mezzanine Loans

We may invest in mezzanine loans that are senior to the borrower’s common and preferred equityin, and subordinate to a first mortgage loan on, a property. These loans are typically secured by pledgesof ownership interests, in whole or in part, in entities that directly or indirectly own the real property.

Mezzanine loans may have elements of both debt and equity instruments, offering the fixed returnsin the form of interest payments and principal payments associated with senior debt, while providinglenders an opportunity to participate in the capital appreciation of a borrower, if any, through anequity interest. Due to their higher risk profile and often less restrictive covenants, as compared tosenior loans, mezzanine loans are generally structured to earn a higher return than senior secured

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loans. Mezzanine loans also may include a ‘‘put’’ feature, which permits the holder to sell its equityinterest back to the borrower at a price determined through an agreed upon formula.

If the borrower defaults on any debt senior to our loan, we may have the right, under certaincircumstances, to cure the default by paying off this senior debt; however, we may not have sufficientcash to do so, or we may choose not to pay off the senior debt in order to avoid additional investmentexposure to the asset, potentially resulting in the loss of some or all of our investment.

Construction Loans

Loans made for original development, redevelopment or renovation of property are consideredconstruction loans. We may invest in construction loans if, and only if, they are secured by firstmortgages or deeds of trust on real property for terms generally not exceeding six months to two years.

Bridge Loans

If a borrower is seeking short-term capital for an acquisition, development or refinancing of aparticular property, then we may make a bridge loan to such borrower. Shorter term bridge financing isbeneficial to the borrower because it does not create restrictive long-term debt and provides theborrower with time to increase the value of the property. These loans typically will have a maximumterm of three years.

B-notes

We may purchase from third parties, and may retain from mortgage loans we originate andsecuritize or sell, subordinate interests referred to as B-notes. B-notes are loans secured by a firstmortgage and subordinated to a senior interest, referred to as an A-note. The subordination of aB-note is generally evidenced by a co-lender or participation agreement between the holders of therelated A-note and the B-note. In some instances, the B-note lender may require a security interest inthe stock or partnership interests of the borrower as part of the transaction. A B-note lender has thesame obligations, collateral and borrower as the corresponding A-note lender, but is typicallysubordinated in recovery upon a default. B-notes share certain credit characteristics with secondmortgages, in that both are subject to greater credit risk with respect to the underlying mortgagecollateral than the corresponding first mortgage or A-note, and in consequence generally carry a higherrate of interest. When we acquire and/or originate B-notes, we may earn income on the investment, inaddition to interest payable on the B-note, in the form of fees charged to the borrower under thatnote. If we originate first mortgage loans, we may divide them, securitizing or selling the A-note andkeeping the B-note for investment.

Our ownership of a B-note with controlling class rights may, in the event the financing fails toperform according to its terms, cause us to elect to pursue our remedies as owner of the B-note, whichmay include foreclosure on, or modification of, the note or the need to acquire or payoff the A-note.In some cases, the owner of the A-note may be able to foreclose or modify the note against our wishesas holder of the B-note. As a result, our economic and business interests may diverge from theinterests of the holders of the A-note.

We may also retain or acquire interests in A-notes and notes sometimes referred to as ‘‘C-notes,’’which are junior to B-notes.

Investments in Real Estate-Related Entities

We may seek to invest in and/or acquire real estate-related entities, either publicly traded orprivately held, that own commercial real estate assets. These entities may include REITs and other realestate-related entities, such as private real estate funds, real estate management companies, real estate

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development companies and debt funds. We may also invest in companies with substantial real estateportfolios for the purpose of obtaining ownership interests in the real estate. We do not have, and donot expect to adopt, any policies limiting our investment in and/or acquisitions of REITs or other realestate-related entities to those conducting a certain type of real estate business or owning a specificproperty type or real estate asset class. However, no duplicative fees will be paid to the Advisor or itsaffiliates in connection with investments in the equity interests of affiliated entities. In most cases, wewill evaluate the feasibility of investing in and/or acquiring these entities using the same criteria we willuse in evaluating a particular property. As part of any entity acquisition or shortly thereafter, we maysell certain properties to affiliates of the Advisor or others that, in our view, would not fit within ourinvestment strategy or intended portfolio composition. We may invest in these entities in the openmarket, in negotiated transactions or through tender offers. Any such investment and/or acquisitionmust, however, be consistent with maintaining our qualification to be taxed as a REIT. We will notinvest in the equity securities of affiliated entities if, as a result of such investments and based on ourproportionate interest in such entities, more than 10% of our total assets would be deemed to beinvested in unimproved property, as described in the section ‘‘—Investment Limitations,’’ below.

Disposition Policies—Real Properties

We generally acquire assets with an expectation of holding them for an extended period. However,circumstances might arise which could result in a shortened holding period for certain assets. An assetmay be sold before the end of the expected holding period if:

• There are diversification benefits associated with disposing of the asset and rebalancing ourinvestment portfolio;

• The asset has realized its expected total return;

• An opportunity has arisen to pursue a more attractive investment opportunity;

• The asset value is declining and our board of directors determines it would be appropriate todispose of it;

• A major customer has involuntarily liquidated or is in default under its lease;

• The asset was acquired as part of a portfolio acquisition and does not meet our generalacquisition criteria;

• Capital is required to fund our share redemption program or for other uses;

• There exists an opportunity to enhance overall investment returns by raising capital through saleof the asset; or

• In the judgment of our board of directors, the sale of the asset is in our best interests.

The determination of whether a particular asset should be sold or otherwise disposed of will bemade after consideration of relevant factors, including prevailing economic conditions, with a viewtoward achieving maximum total investment return for the asset. We cannot assure you that thisobjective will be realized. In connection with the sale of assets, we may lend the purchaser all or aportion of the purchase price, subject to the limitations set forth in our charter if the purchaser is anaffiliate. In these instances, our taxable income may exceed the cash received in the sale. See ‘‘MaterialU.S. Federal Income Tax Considerations—Distribution Requirements.’’ The terms of payment may beaffected by custom in the area in which the asset being sold is located and by the then-prevailingeconomic conditions.

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Disposition Policies—Real Estate-Related Debt and Securities

In general, the holding period for real estate-related debt and securities is expected to be shorterthan the holding period for real property assets. The determination of whether a particular real estate-related debt or security investment should be sold or otherwise disposed of will be made afterconsideration of relevant factors with a view toward achieving maximum total investment return for theasset. Relevant factors that are considered when disposing of a security or debt-related investmentinclude:

• the prevailing economic, real estate and securities market conditions;

• the extent to which an asset has realized its expected total return;

• portfolio rebalancing and optimization;

• diversification benefits;

• opportunities to pursue a more attractive real property or real estate-related debt or securitiesinvestment;

• liquidity benefits with respect to sufficient funds for the share redemption program; and

• other factors that determine that the sale of the security or debt-related asset is in our bestinterests.

Borrowing Policies

We intend to use secured and unsecured debt as a means of providing additional funds for theacquisition of assets, to pay distributions, and for other corporate purposes as well. In addition, inorder to provide liquidity to fund redemptions, we may maintain an undrawn amount or borrow underour corporate line of credit. Such debt may be fixed or floating rate. Our ability to enhance ourinvestment returns and to increase our diversification by acquiring assets using additional fundsprovided through borrowing could be adversely impacted if the credit markets are closed or limited andbanks and other lending institutions maintain severe restrictions on the amount of funds available forthe types of loans we seek. See ‘‘Risk Factors—Risks Related to Debt Financing—We may not be ableto obtain debt financing necessary to run our business.’’ When debt financing is unattractive due tohigh interest rates or other reasons, or when financing is otherwise unavailable on a timely basis, wemay purchase assets for cash with the intention of obtaining debt financing at a later time.

Our board of directors has delegated to our Chief Financial Officer the authority to review andapprove unaffiliated financing obligations with respect to any secured and unsecured debt, on suchterms as the Chief Financial Officer deems necessary, advisable or appropriate, provided that theamount of any single proposed borrowing does not exceed $50.0 million. In addition, our board ofdirectors has delegated to the Combined Industrial Advisors Committee the authority to review andapprove unaffiliated financing obligations with respect to any secured and unsecured debt, on suchterms as the Combined Industrial Advisors Committee deems necessary, advisable or appropriate,provided that the amount of any single borrowing does not exceed $100.0 million, and the aggregateamount of borrowings approved by the Combined Industrial Advisors Committee in any quarter doesnot exceed $100.0 million.

Under our charter, we have a limitation on borrowing which precludes us from borrowing in excessof 300% of the value of our net assets, unless our board of directors, including a majority of ourindependent directors, determines that a higher level of borrowing is appropriate and approves suchexcess. Net assets for purposes of this calculation are defined to be our total assets (other than certainintangibles), valued at cost prior to deducting depreciation, reserves for bad debts and other non-cashreserves, less total liabilities. Any excess borrowings would be disclosed to stockholders in our next

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quarterly report, along with justification for any such excess. Our current leverage target is between50% and 60%. Although we intend to maintain the targeted leverage ratio over the near term, we maychange our target leverage ratio from time to time. In addition, we may vary from our targetedleverage ratio from time to time, and there are no assurances that we will maintain our targeted rangeor achieve any other leverage ratio that we may target in the future. Our board of directors may fromtime to time modify our borrowing policy in light of then-current economic conditions, the relativecosts of debt and equity capital, the fair values of our properties, general conditions in the market fordebt and equity securities, growth and acquisition opportunities or other factors.

In certain circumstances, we may borrow from the party or parties from whom we acquire assets inthe form of seller carryback notes.

By operating on a leveraged basis, we would hope to have more funds available for investments.This will generally allow us to make more investments than would otherwise be possible, potentiallyresulting in enhanced investment returns and a more diversified portfolio. However, our use of leverageincreases the risk of default on loan payments and the resulting foreclosure on a particular asset. Inaddition, lenders may have recourse to our offering proceeds or to assets other than those specificallysecuring the repayment of the indebtedness.

The Advisor will use commercially reasonable efforts to obtain financing on the most favorableterms available to us and will seek to refinance assets during the term of a loan only in limitedcircumstances, such as when a decline in interest rates makes it beneficial to prepay an existing loan,when an existing loan is due to mature or if the proceeds from the refinancing can be used to purchasean attractive investment which becomes available or for other reasons which are believed to be in ourbest interests. The benefits of any such refinancing may include an increased cash flow resulting fromreduced debt service requirements, an increase in distributions from proceeds of the refinancing and anincrease in diversification and assets owned if all or a portion of the refinancing proceeds arereinvested.

Our charter restricts us from obtaining loans from any of our directors, the Advisor, the Sponsorand any of our affiliates unless such loan is approved by a majority of our board of directors, includinga majority of the independent directors, not otherwise interested in the transaction, as fair, competitiveand commercially reasonable and no less favorable to us than comparable loans between unaffiliatedparties.

Investment Limitations

Our charter places numerous limitations on us with respect to the manner in which we may investour funds and provides that we may not:

• Invest in commodities or commodity futures contracts, except for futures contracts when usedsolely for the purpose of hedging in connection with our ordinary business;

• Invest in real estate contracts of sale, otherwise known as land sale contracts, unless the contractis in recordable form and is appropriately recorded in the chain of title;

• Make or invest in individual mortgage loans unless an appraisal is obtained concerning theunderlying property except for those mortgage loans insured or guaranteed by a government orgovernment agency. In cases where a majority of our independent directors determines, and inall cases in which the transaction is with any of our directors, the Advisor, the Sponsor or any oftheir respective affiliates, such appraisal shall be obtained from an independent appraiser. Wewill maintain such appraisal in our records for at least five years and it will be available for yourinspection and duplication. We will also obtain a mortgagee’s or owner’s title insurance policy orcommitment as to the priority of the mortgage or condition of the title;

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• Make or invest in mortgage loans that are subordinate to any lien or other indebtedness orequity interest of any of our directors, the Advisor, the Sponsor or any of their affiliates;

• Invest in equity securities unless a majority of the directors (including a majority of theindependent directors) not otherwise interested in the transaction approve such investment asbeing fair, competitive and commercially reasonable;

• Issue (i) equity securities redeemable solely at the option of the holder (except that stockholdersmay offer their shares of common stock to us pursuant to our share redemption program), or(ii) debt securities unless the historical debt service coverage (in the most recently completedfiscal year) as adjusted for known changes is anticipated to be sufficient to properly service thathigher level of debt, or (iii) options or warrants to the directors, the Advisor, the Sponsor or anyof their affiliates except on the same terms as such options or warrants, if any, are sold to thegeneral public; options or warrants issuable to the directors, the Advisor, the Sponsor or any oftheir affiliates shall not exceed 10% of our outstanding shares on the date of grant. Options orwarrants may be issued to persons other than the directors, the Advisor or any of their affiliates,but not at exercise prices less than the fair market value of the underlying securities on the dateof grant and not for consideration (which may include services) that in the judgment of theindependent directors has a market value less than the value of such option or warrant on thedate of grant;

• Make any investment that is inconsistent with our objectives of qualifying and remainingqualified as a REIT unless and until our board of directors determines, in its sole discretion,that REIT qualification is not in our best interests;

• Make or invest in mortgage loans, including construction loans, on any one real property if theaggregate amount of all mortgage loans secured by such real property would exceed an amountequal to 85% of the appraised value of such real property as determined by appraisal unlesssubstantial justification exists because of the presence of other underwriting criteria;

• Borrow in excess of 300% of the value of our net assets (which, for purposes of this calculation,is defined to be our total assets (other than certain intangibles), valued at cost prior todeducting depreciation, reserves for bad debts and other non-cash reserves, less total liabilities);the preceding calculation is generally expected to be up to 75% of the aggregate cost of our realproperty assets before non-cash reserves and depreciation; unless there is a satisfactory showingthat a higher level of indebtedness is appropriate and such excess is approved by a majority ofthe independent directors and disclosed to stockholders in the next quarterly report of the REITalong with the justification for the excess;

• Make investments in excess of 10% of our total assets in unimproved real properties orindebtedness secured by a deed of trust or mortgage loans on unimproved real properties, whichare not acquired for the purpose of producing rental or other operating income and on whichdevelopment or construction is not expected to occur within one year;

• Issue equity securities on a deferred payment basis or other similar arrangement;

• Engage in the business of trading or in underwriting or the agency distribution of securitiesissued by others; or

• Acquire interests or securities in any entity holding investments or engaging in activitiesprohibited by our charter except for investments in which we hold a non-controlling interest orinvestments in entities having securities listed on a national securities exchange.

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Investment Company Act Limitations

We intend to conduct our operations so that neither the Company, the Operating Partnership, nora subsidiary of the Operating Partnership will be required to register as an investment company underthe Investment Company Act. Section 3(a)(1)(A) of the Investment Company Act defines aninvestment company as any issuer that is or holds itself out as being engaged primarily, or proposes toengage primarily, in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) ofthe Investment Company Act defines an investment company as any issuer that is engaged or proposesto engage in the business of investing, reinvesting, owning, holding or trading in securities and owns orproposes to acquire investment securities having a value exceeding 40% of the value of the issuer’stotal assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis, or the‘‘40% test.’’ Excluded from the term ‘‘investment securities,’’ among other things, are U.S. Governmentsecurities and securities issued by majority-owned subsidiaries that are not themselves investmentcompanies and are not relying on the exception from the definition of investment company set forth inSection 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

The Company is organized as a holding company that conducts its businesses primarily through theOperating Partnership and our direct or indirect wholly-owned or majority-owned subsidiaries. TheCompany and the Operating Partnership do not and will not hold themselves out as investmentcompanies. Both the Company and the Operating Partnership intend to conduct their operations sothat they comply with the limits imposed by the 40% test. We expect the focus of our business willinvolve investments in real estate, buildings, and other assets that can be referred to as ‘‘sticks andbricks’’ and therefore we will not be an investment company under Section 3(a)(1)(A) of theInvestment Company Act. The securities issued to our Operating Partnership by any wholly owned ormajority-owned subsidiaries that we may form in the future that are excepted from the definition of‘‘investment company’’ based on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act,together with any other investment securities the Operating Partnership may itself own, will not have avalue in excess of 40% of the value of the Operating Partnership’s total assets on an unconsolidatedbasis. We will monitor our holdings to ensure continuing and ongoing compliance with this test. Inaddition, we believe neither the Company nor the Operating Partnership nor any direct or indirectmajority-owned or wholly-owned subsidiary will be considered an investment company underSection 3(a)(1)(A) of the Investment Company Act because it will not engage primarily or hold itselfout as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather,through the Operating Partnership’s wholly-owned or majority-owned subsidiaries, the Company andthe Operating Partnership will be primarily engaged in the non-investment company businesses of thesesubsidiaries.

The determination of whether an entity is a majority-owned subsidiary of its immediate parentcompany is made by us. The Investment Company Act defines a majority-owned subsidiary of a personas a company 50% or more of the outstanding voting securities of which are owned by such person.The Investment Company Act further defines voting securities as any security presently entitling theowner or holder thereof to vote for the election of directors of a company. We treat companies inwhich we own at least 50% of the outstanding voting securities as majority-owned subsidiaries forpurposes of the 40% test. We have not requested the SEC to approve our treatment of any company asa majority-owned subsidiary and the SEC has not done so. If the SEC were to disagree with ourtreatment of one or more companies as majority-owned subsidiaries, we might need to adjust ourstrategy and our assets in order to continue to pass the 40% test. Any such adjustment in our strategycould have a material adverse effect on us.

We may in the future organize special purpose subsidiaries of the Operating Partnership that willrely on Section 3(c)(7) for their Investment Company Act exemption and, therefore, the OperatingPartnership’s interest in each of these subsidiaries would constitute an ‘‘investment security’’ forpurposes of determining whether the Operating Partnership satisfies the 40% test. However, we expect

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that most of our other majority-owned subsidiaries will not meet the definition of investment companyor rely on exemptions under either Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.Consequently, we expect that our interests in these subsidiaries (which we expect will constitute morethan 60% of our assets on an unconsolidated basis) will not constitute investment securities.Consequently, we expect to be able to conduct our operations so that we are not required to register asan investment company under the Investment Company Act.

One or more of our current or to-be-formed subsidiaries may seek to qualify for an exemptionfrom registration as an investment company under the Investment Company Act pursuant toSection 3(c)(5)(C) of the Investment Company Act, which is available for entities ‘‘primarily engaged inthe business of purchasing or otherwise acquiring mortgages and other liens on and interests in realestate.’’ This exemption, as interpreted by the staff of the SEC, generally requires that at least 55% ofa subsidiary’s portfolio must be comprised of ‘‘qualifying interests’’ and an additional 25% of thesubsidiary’s portfolio be comprised of real estate-related interests, although this percentage may bereduced to the extent that more than 55% of the subsidiary’s assets are comprised of qualifyinginterests (as such terms have been interpreted by the staff of the SEC under the Investment CompanyAct), and no more than 20% may be comprised of assets that are neither qualifying interests nor realestate-related assets. Qualifying Interests for this purpose include mortgage loans and other assets suchas certain ‘‘B’’ notes and tier one mezzanine loans, which the SEC staff in various no-action letters hasdetermined are the functional equivalent of mortgage loans for the purposes of the InvestmentCompany Act. We intend to treat as real estate-related assets any securities of companies primarilyengaged in real estate businesses that are not within the scope of SEC positions and/or interpretationsregarding qualifying interests and that are not, themselves, indirect wholly-owned subsidiaries of theOperating Partnership. Although we intend to monitor our portfolio periodically and prior to eachinvestment acquisition or disposition, there can be no assurance that we will be able to maintain thisexemption from registration for each of our subsidiaries.

In addition, we, the Operating Partnership and/or our subsidiaries may rely upon other exceptionsand exemptions, including the exemptions provided by Section 3(c)(6) of the Investment Company Act(which exempts, among other things, parent entities whose primary business is conducted throughmajority-owned subsidiaries relying upon the exemption provided by Section 3(c)(5)(C), discussedabove), from the definition of an investment company and the registration requirements under theInvestment Company Act.

Qualification for exemption from registration under the Investment Company Act could limit ourability to make certain investments. For example, these restrictions could limit the ability of a subsidiaryseeking to rely on the exemption provided by Section 3(c)(5)(C) of the Investment Company Act toinvest in securities that the SEC has not deemed qualifying interests.

However, there can be no assurance that the laws and regulations governing the InvestmentCompany Act status of REITs (and/or their subsidiaries), including actions by the SEC or the SEC staffproviding more specific or different guidance regarding these exemptions, will not change in a mannerthat adversely affects our operations. For example, on August 31, 2011, the SEC issued a conceptrelease requesting comments regarding a number of matters relating to the exemption provided bySection 3(c)(5)(C) of the Investment Company Act, including the nature of assets that qualify forpurposes of the exemption and whether mortgage REITs should be regulated in a manner similar toinvestment companies. To the extent that the SEC or the SEC staff provides more specific guidanceregarding any of the matters bearing upon such exceptions, exemptions, or exclusions, or otherexemptions from the definition of investment company under the Investment Company Act upon whichwe may rely, we may be required to change the way we conduct our business or adjust our strategy orthe activities of our subsidiaries accordingly. Any additional guidance from the SEC staff could provideadditional flexibility to us, or it could further inhibit our ability to pursue the strategies we have chosen.

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If we fail to qualify for an exemption from registration as an investment company or an exclusionfrom the definition of an investment company, our ability to use leverage and other business strategieswould be substantially reduced, and our business will be materially and adversely affected if we fail toqualify for an exemption or exclusion from regulation under the Investment Company Act. If we didbecome an investment company, we might be required to revise some of our current policies to complywith the Investment Company Act. This would require us to incur the expense and delay of holding astockholder meeting to vote on proposals for such changes. Please see ‘‘Risk Factors—InvestmentCompany Risks—We are not registered as an investment company under the Investment Company Act,and therefore we will not be subject to the requirements imposed on an investment company by theInvestment Company Act which may limit or otherwise affect our investment choices.’’ Please also see‘‘Risk Factors—Investment Company Risks—If the Company or the Operating Partnership is requiredto register as an investment company under the Investment Company Act, the additional expenses andoperational limitations associated with such registration may reduce your investment return or impairour ability to conduct our business as planned.’’

Private Placements By the Operating Partnership

The Operating Partnership, through a wholly-owned taxable REIT subsidiary or a subsidiarythereof, may offer undivided tenancy-in-common interests in certain real properties that it acquires orcontracts to acquire, beneficial interests in specific Delaware statutory trusts that will directly orindirectly own properties, and/or similar interests in certain real properties that it directly or indirectlyowns, to accredited investors in private placements exempt from registration under the Securities Act.We anticipate that these tenancy-in-common, beneficial and similar interests may serve as replacementproperties for investors seeking to complete like-kind exchange transactions under Section 1031 of theCode. Additionally, it is expected that any tenancy-in-common, beneficial and similar interests sold toinvestors pursuant to such private placements would be 100% leased by the Operating Partnership or awholly- owned subsidiary thereof, as applicable. The Operating Partnership is expected to be given apurchase option giving it the right, but not the obligation, to acquire the tenancy-in-common, beneficialand similar interests from the investors at a later time in exchange for OP Units.

The Operating Partnership will pay certain up-front fees and reimburse certain related expenses tothe Advisor, the Dealer Manager and the Exchange Facilitator with respect to capital raised throughany such private placements. The Advisor will be obligated to pay all of the offering and marketingrelated costs associated with the private placements; however, the Operating Partnership will beobligated to pay the Advisor a non-accountable fee for such costs. In addition, the OperatingPartnership will be obligated to pay the Dealer Manager a dealer manager fee and a sellingcommission. The Dealer Manager could reallow all or a portion of such selling commission and aportion of the dealer manager fee to the effecting broker dealer. The Operating Partnership also willbe obligated to pay a transaction facilitation fee to the Exchange Facilitator.

If the Operating Partnership were to exercise its right to acquire tenancy-in-common, beneficial orsimilar interests that it previously sold to investors in exchange for OP Units, the up-front fees andexpense reimbursements paid to affiliates would be recorded against stockholders’ equity as a sellingcost of the OP Units.

The Operating Partnership may also offer undivided tenancy-in-common, beneficial or similarinterests in certain real properties to accredited investors in private placements exempt fromregistration under the Securities Act whereby (i) the Operating Partnership would not lease such realproperties, (ii) up-front fees and expenses would be borne directly by the purchasers of suchtenancy-in-common, beneficial or similar interests, and (iii) such real properties would be subject to apurchase option whereby the Operating Partnership would have the right, but not the obligation, toacquire the tenancy-in-common, beneficial or similar interests from investors at a later time for cash or,upon mutual agreement between the investor and the Operating Partnership, for OP Units.

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Hedging Policies

We may be exposed to interest rate changes primarily as a result of variable-rate debt used tomaintain liquidity, fund capital expenditures and expand our investment portfolio and operations. Wemay seek to limit the impact of interest rate changes on earnings and cash flows and to lower ouroverall borrowing costs. We may use interest rate swaps, caps, floors, or similar hedging or derivativetransactions or arrangements, to hedge exposures to changes in interest rates on loans secured by ourassets or otherwise. Similarly, we may be exposed to the effects of currency changes, for example as aresult of international investments, so we may enter into foreign exchange swaps, caps, floors, or similarhedging or derivative transactions or arrangements, in order to manage or mitigate such currency risk.As a result of these hedging activities, we will be exposed to credit risk and market risk. Credit risk isthe failure of the counterparty to perform under the terms of the derivative contract. If the fair valueof a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If thefair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not havecredit risk (unless we are required to post collateral to our counterparty). We will seek to minimize thecredit risk in derivative instruments by entering into transactions with high-quality counterparties.Market risk is the adverse effect on the value of a financial instrument that results from a change ininterest rates. The market risk associated with interest-rate contracts is managed by establishing andmonitoring parameters that limit the types and degree of market risk that may be undertaken. Withregard to variable rate financing, the Advisor will assess our interest rate cash flow risk by periodicallyidentifying and monitoring changes in interest rate exposures that may adversely impact expected futurecash flows and by evaluating hedging opportunities. The Advisor will maintain risk management controlsystems to monitor interest rate cash flow risk attributable to both our outstanding and forecasted debtobligations as well as our potential offsetting hedge positions. While this hedging strategy will bedesigned to minimize the impact on our net income and funds from operations from changes in interestrates, the overall returns on your investment may be reduced. Our board of directors will establishpolicies and procedures consistent with our underlying investment strategy, corporate objectives, levelof risk tolerance, borrowing capacity and flexibility regarding our use of derivative financial instrumentsfor hedging or other purposes.

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INVESTMENTS IN REAL PROPERTIES, REAL ESTATE SECURITIESAND DEBT RELATED INVESTMENTS

Real Estate Portfolio Overview

As of March 31, 2020, we owned and managed a real estate portfolio that included 46 industrialbuildings totaling approximately 8.6 million square feet located in 14 markets throughout the U.S., with101 customers, and was 97.1% occupied (98.3% leased) with a weighted-average remaining lease term(based on square feet) of approximately 4.4 years. Subsequent to March 31, 2020, we acquired twoindustrial buildings totaling 0.3 million square feet with one customer for approximately $21.1 million.Additionally, we have entered into four contracts to acquire six industrial buildings totaling 1.0 millionsquare feet for an aggregate purchase price of approximately $134.4 million. Including all owned andmanaged properties, and assuming that we complete the acquisitions under contract, our real estateportfolio will include properties with an aggregate purchase price of approximately $1.1 billion,comprised of 54 industrial buildings totaling 9.9 million square feet with 108 customers and will be93.4% occupied (94.5% leased) with a weighted-average remaining lease term (based on square feet) of4.5 years. There is no assurance that we will complete the acquisitions of the properties under contract.

The occupied rate reflects the square footage with a paying customer in place. The leased rateincludes the occupied square footage and additional square footage with leases in place that have notyet commenced. Our portfolio has an estimated aggregate weighted-average purchase pricecapitalization rate of approximately 4.6% (4.9% excluding contractual free rent during a portion of theyear following acquisition of certain of the properties). The purchase price capitalization rate is basedon the property’s projected cash net operating income from in-place leases for the 12 months after thedate of purchase, including any contractual rent increases contained in such leases for those 12 months,divided by the purchase price for the property, exclusive of transfer taxes, due diligence expenses andother closing costs including acquisition costs.

Unless otherwise indicated, the term ‘‘property’’ as used herein refers to one or more buildings inthe same market that were acquired by us in the same transaction.

Building Types. Our industrial buildings consist primarily of warehouse distribution facilitiessuitable for single or multiple customers. The following table summarizes our portfolio by building typeas of December 31, 2019:

% ofRentable

Building Type Description Square Feet

Bulk distribution . . . . . . . . . . . . . Building size of 150,000 to over 75.6%1 million square feet, single ormulti-customer

Light industrial . . . . . . . . . . . . . . . Building size of less than 150,000 24.4square feet, single or multi-customer

100.0%

Portfolio Overview and Market Diversification. As of December 31, 2019, the average effectiveannual rent of our total real estate portfolio (calculated by dividing total annualized base rent, whichincludes the impact of any contractual tenant concessions (cash basis), by total occupied square

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footage) was approximately $5.34 per square foot. The following table summarizes certain operatingmetrics of our portfolio by market as of December 31, 2019:

% of TotalNumber of Rentable Occupied Leased Annualized Annualized

($ and square feet in thousands) Buildings Square Feet Rate(1) Rate(1) Base Rent(2) Base Rent

Austin . . . . . . . . . . . . . . . . . . . . . . 1 119 100.0% 100.0% $ 921 2.1%Central Valley . . . . . . . . . . . . . . . . 1 382 100.0 100.0 2,213 4.9Cincinnati . . . . . . . . . . . . . . . . . . . 1 152 100.0 100.0 680 1.5Chicago . . . . . . . . . . . . . . . . . . . . . 2 386 100.0 100.0 1,884 4.2Dallas . . . . . . . . . . . . . . . . . . . . . . 5 1,433 100.0 100.0 5,324 11.9D.C. / Baltimore . . . . . . . . . . . . . . . 1 126 100.0 100.0 535 1.2Las Vegas . . . . . . . . . . . . . . . . . . . 5 851 100.0 100.0 5,839 13.1New Jersey . . . . . . . . . . . . . . . . . . 4 725 99.6 99.6 4,237 9.5Orlando . . . . . . . . . . . . . . . . . . . . . 2 441 100.0 100.0 2,464 5.5Pennsylvania . . . . . . . . . . . . . . . . . . 8 988 100.0 100.0 5,527 12.4Reno . . . . . . . . . . . . . . . . . . . . . . . 6 1,422 92.7 100.0 6,233 13.9South Florida . . . . . . . . . . . . . . . . . 2 282 100.0 100.0 1,884 4.2Southern California . . . . . . . . . . . . 7 1,179 100.0 100.0 6,978 15.6

Total Portfolio . . . . . . . . . . . . . . . . 45 8,486 98.7% 100.0% $44,719 100.0%

(1) The occupied rate reflects the square footage with a paying customer in place. The leased rateincludes the occupied square footage and additional square footage with leases in place that havenot yet commenced.

(2) Annualized base rent is calculated as monthly base rent including the impact of any contractualtenant concessions (cash basis) per the terms of the lease as of December 31, 2019, multipliedby 12.

Lease Terms. Our industrial properties are typically subject to leases on a ‘‘triple net basis,’’ inwhich customers pay their proportionate share of real estate taxes, insurance, common areamaintenance, and certain other operating costs. In addition, most of our leases include fixed rentalincreases or Consumer Price Index-based rental increases. Lease terms typically range from one to10 years, and often include renewal options.

Lease Expirations. As of December 31, 2019, the weighted-average remaining lease term (basedon square feet) of our total occupied portfolio was approximately 4.6 years, excluding renewal options.The following table summarizes the lease expirations of our occupied portfolio for leases in place as of

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December 31, 2019, without giving effect to the exercise of renewal options or termination rights, ifany:

% of Total % of TotalNumber of Occupied Occupied Annualized Annualized

($ and square feet in thousands) Leases Square Feet Square Feet Base Rent(1) Base Rent

2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 250 3.0% $ 1,434 3.2%2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 1,120 13.4 6,184 13.82022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 1,583 18.9 7,035 15.72023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 1,665 19.9 9,510 21.32024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 1,042 12.4 5,346 12.02025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 576 6.9 3,569 8.02026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 314 3.7 2,070 4.62027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 364 4.3 1,653 3.72028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 405 4.8 2,492 5.6Thereafter . . . . . . . . . . . . . . . . . . . . . . . . 6 1,060 12.7 5,426 12.1

Total occupied . . . . . . . . . . . . . . . . . . . . . 109 8,379 100.0% $44,719 100.0%

(1) Annualized base rent is calculated as monthly base rent including the impact of any contractualtenant concessions (cash basis) per the terms of the lease as of December 31, 2019, multipliedby 12.

Customer Diversification. As of December 31, 2019, there were two customers that individuallyrepresented more than 5.0% of total occupied square feet and two customers that individuallyrepresented more than 5.0% of total annualized base rent. The following table reflects our 10 largestcustomers, based on annualized base rent, which occupied a combined 3.3 million square feet as ofDecember 31, 2019:

% of Total % of TotalOccupied Annualized

Customer Square Feet Base Rent

The Kroger Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.8% 5.8%Patagonia, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.6 5.2Boyd Flotation, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.8 4.5Hooker Furniture Corporation . . . . . . . . . . . . . . . . . . . . . . . 3.9 3.5Dayton Parts, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.8 3.4Postal Center International, Inc. . . . . . . . . . . . . . . . . . . . . . 2.7 3.3Colavita USA, L.L.C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1 3.0Automotive Parts Distribution International, LLC . . . . . . . . . 4.9 3.0City Furniture, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9 3.0Almo Distributing Pennsylvania, Inc. . . . . . . . . . . . . . . . . . . 3.6 2.9

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39.1% 37.6%

The majority of our customers do not have a public corporate credit rating. We evaluatecreditworthiness and financial strength of prospective customers based on financial, operating andbusiness plan information that is provided to us by such prospective customers, as well as other market,industry, and economic information that is generally publicly available.

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Industry Diversification. The table below illustrates the diversification of our portfolio by industryclassifications of our customers as of December 31, 2019:

% of Total % of TotalNumber of Occupied Occupied Annualized Annualized

($ and square feet in thousands) Leases Square Feet Square Feet Base Rent(1) Base Rent

Storage / Warehousing . . . . . . . . . . . . . . . 17 1,241 14.8% $ 6,392 14.3%Food & Beverage . . . . . . . . . . . . . . . . . . . 8 921 11.0 5,342 11.9Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1,322 15.8 5,219 11.7Home Furnishings . . . . . . . . . . . . . . . . . . 4 906 10.8 5,086 11.4Transportation / Logistics . . . . . . . . . . . . . 8 947 11.3 4,920 11.0Apparel / Clothing . . . . . . . . . . . . . . . . . . 3 468 5.6 2,344 5.2Printing . . . . . . . . . . . . . . . . . . . . . . . . . . 3 405 4.8 2,273 5.1Construction / Engineering . . . . . . . . . . . . 3 270 3.2 1,494 3.4Computer / Electronics . . . . . . . . . . . . . . . 8 193 2.3 1,452 3.2Appliance . . . . . . . . . . . . . . . . . . . . . . . . 1 303 3.6 1,310 2.9Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 1,403 16.8 8,887 19.9

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109 8,379 100.0% $44,719 100.0%

(1) Annualized base rent is calculated as monthly base rent including the impact of any contractualtenant concessions (cash basis) per the terms of the lease as of December 31, 2019, multipliedby 12.

Completed Real Property Acquisitions

Acquisitions. The following table summarizes our completed real property acquisitions as of thedate they were acquired through the date of this filing:

Purchase PriceAcquisition Ownership Purchase Capitalization Rentable Leased

($ in thousands) Date Percentage Price(1) Rate Square Feet Rate

Ontario Industrial Center—Ontario, CA . . . . . . . . . . . . . 2/26/2018 100% $ 10,565 1.3%(2) 86,000 100.0%

Medley Industrial Center—Medley, FL . . . . . . . . . . . . . . 4/11/2018 100% $ 7,375 5.2% 57,000 100.0%

Ontario Distribution Center—Ontario, CA . . . . . . . . . . . . . 5/17/2018 100% $ 30,770 3.5%(2) 247,000 100.0%

Park 429 Logistics Center—Winter Garden, FL(3) . . . . . . 6/7/2018 100% $ 45,700 3.0%(4) 441,000 95.9%

Pescadero Distribution Center—Tracy, CA(3) . . . . . . . . . . . . . 6/20/2018 100% $ 45,750 4.7% 382,000 100.0%

Gothard Industrial Center—Huntington Beach, CA . . . . . 6/25/2018 100% $ 10,075 5.1% 59,000 100.0%

Midway Industrial Center—Odenton, MD . . . . . . . . . . . . 10/22/2018 100% $ 7,987 6.5% 126,000 100.0%

Executive Airport DistributionCenter—Henderson, NV . . . . 11/20/2018 100% $ 51,050 5.0% 482,000 100.0%

Iron Run Distribution Center—Allentown, PA . . . . . . . . . . . . 12/4/2018 100% $ 15,300 5.0% 154,000 100.0%

Elgin Distribution Center—Elgin, IL . . . . . . . . . . . . . . . . 12/11/2018 100% $ 21,550 2.1%(5) 257,000 100.0%

Addison DistributionCenter II—Addison, IL . . . . . 12/21/2018 100% $ 12,500 5.0% 129,000 100.0%

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Purchase PriceAcquisition Ownership Purchase Capitalization Rentable Leased

($ in thousands) Date Percentage Price(1) Rate Square Feet Rate

Fontana Distribution Center—Fontana, CA . . . . . . . . . . . . . 12/28/2018 100% $ 42,129 4.7% 318,000 100.0%

Airport Industrial Center—Ontario, CA . . . . . . . . . . . . . 1/8/2019 100% $ 8,100 4.4% 53,000 100.0%

Kelly Trade Center—Austin, TX 1/31/2019 100% $ 15,300 5.9% 119,000 100.0%7A Distribution Center—

Robbinsville, NJ . . . . . . . . . . 2/11/2019 100% $ 12,100 6.3% 177,000 98.2%Quakerbridge Distribution

Center—Hamilton, NJ . . . . . . 3/11/2019 100% $ 8,500 5.9% 76,000 100.0%Hebron Airpark Logistics

Center—Hebron, KY . . . . . . . 5/30/2019 100% $ 11,750 5.6% 152,000 100.0%Las Vegas Light Industrial

Portfolio—Las Vegas, NV . . . 5/30/2019 100% $ 59,250 5.0% 369,000 100.0%Monte Vista Industrial Center—

Chino, CA . . . . . . . . . . . . . . 6/7/2019 100% $ 15,503 4.8% 89,000 100.0%King of Prussia Core Infill

Portfolio—King of Prussia, PA 6/21/2019 100% $ 31,500 6.3% 292,000 94.5%Dallas Infill Industrial

Portfolio—Arlington &Garland, TX(3) . . . . . . . . . . . 6/28/2019 100% $115,000 4.6% 1,433,000 100.0%

Edison Distribution Center—Edison, NJ . . . . . . . . . . . . . . 6/28/2019 100% $ 27,500 4.8% 180,000 100.0%

395 Distribution Center—Reno, NV . . . . . . . . . . . . . . . 8/5/2019 100% $ 53,900 4.9% 627,000 100.0%

I-80 Distribution Center—Reno, NV . . . . . . . . . . . . . . . 9/4/2019 100% $ 72,322 4.3% 795,000 86.9%

Avenue B Industrial Center—Bethlehem, PA . . . . . . . . . . . 9/11/2019 100% $ 6,985 6.0% 86,000 100.0%

485 Distribution Center—Shiremanstown, PA . . . . . . . . 9/13/2019 100% $ 42,500 5.1% 457,000 100.0%

Weston Business Center—Weston, FL . . . . . . . . . . . . . . 12/10/2019 100% $ 32,415 3.0%(6) 225,000 100.0%

Marigold Distribution Center—Redlands, CA . . . . . . . . . . . . 12/20/2019 100% $ 39,700 4.0% 328,000 100.0%

Bishops Gate DistributionCenter—Mount Laurel, NJ . . 12/31/2019 100% $ 32,200 4.9% 292,000 100.0%

Norcross Industrial Center—Norcross, GA . . . . . . . . . . . . 03/23/2020 100% $ 9,300 N/A(7) 138,000 0.0%

Port 146 Distribution Center—La Porte, TX . . . . . . . . . . . . 04/14/2020 100% $ 9,547 N/A(7) 140,000 0.0%

Lima Distribution Center—Denver, CO . . . . . . . . . . . . . 04/15/2020 100% $ 11,600 5.5% 152,000 100.0%

(1) Reflects contractual purchase price amount exclusive of transfer taxes, due diligence expenses, andother closing costs.

(2) We acquired each of these buildings with an in-place lease that has below-market rent for this typeof property and location. If the rent under each lease was at the current market rate, we estimatethat the purchase price capitalization rate would be 4.8% for the Ontario Industrial Center and5.0% for the Ontario Distribution Center. There is no assurance that, upon expiration of eachlease, we will renew or re-lease the respective building at the then-current market rent rate.

(3) This was a significant real property acquisition. See below for further detail.

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(4) The purchase price capitalization rate is approximately 4.6% excluding contractual free rent duringa portion of the year following the acquisition of this property.

(5) The purchase price capitalization rate is approximately 5.2% excluding contractual free rent duringa portion of the year following the acquisition of this property.

(6) The purchase price capitalization rate is approximately 4.5% excluding contractual free rent duringa portion of the year following the acquisition of this property.

(7) These properties are considered development or value-add properties, as they have certainoccupancy, lease term, and/or projected capital improvement requirements that differ from ourcore operating portfolio.

Dallas Infill Industrial Portfolio

On June 28, 2019, we, through wholly-owned subsidiaries, acquired from Pioneer Industrial, LLC,Pioneer Parking Lot, LLC and Cava Northgate Industrial LLC a 100% fee interest in five industrialbuildings totaling approximately 1.4 million square feet on approximately 71.1 acres, which we refer toas the ‘‘Dallas Infill Industrial Portfolio.’’ The Dallas Infill Industrial Portfolio is located in the Dallasmarket and is 100% occupied by 16 customers with a weighted-average remaining lease term (based onsquare feet) of approximately 3.5 years. Two customers in the Dallas Infill Industrial Portfolioindividually lease more than 10% of the total rentable area, as described below:

• Automotive Parts Distribution International, LLC, an automotive parts distributor, leasesapproximately 0.4 million square feet, or approximately 28% of the portfolio’s rentable area,under a lease that expires in December 2022, with the option to extend the lease for up to twoadditional terms of five years each. The annual base rent under the lease is currentlyapproximately $1.3 million and is subject to annual rent escalations of approximately 4% inJanuary 2021 and approximately 1% in January 2022.

• Cardone Industries, Inc., an automotive parts manufacturer, leases approximately 0.4 millionsquare feet, or approximately 28% of the portfolio’s rentable area, under a lease that expires inMarch 2021, with one option to extend the term of the lease for five years. The annual base rentunder the lease is currently approximately $1.2 million.

In general, the customers will be responsible for paying directly or reimbursing the landlord fortheir pro rata share of the real estate taxes, insurance, and repair and maintenance costs of theproperty. Our management currently believes that the Dallas Infill Industrial Portfolio is suitable for itsintended purpose and has no immediate plans for material renovations or other capital improvements,and that the Dallas Infill Industrial Portfolio will be adequately covered by insurance. There are anumber of comparable facilities in the vicinity of the Dallas Infill Industrial Portfolio that may competewith these buildings. If acquired, the cost of the Dallas Infill Industrial Portfolio (excluding the costattributable to land) will be depreciated for tax purposes over a maximum of a 40-year period on astraight-line basis.

The total purchase price was $115.0 million, exclusive of transfer taxes, due diligence expenses, andother closing costs. We estimate that the purchase price capitalization rate is approximately 4.6%. Thepurchase price capitalization rate is based on the property’s projected cash net operating income fromin-place leases for the 12 months after the date of purchase, including any contractual rent increasescontained in such leases for those 12 months, divided by the purchase price for the property, exclusiveof transfer taxes, due diligence expenses and other closing costs including acquisition costs. We fundedthis acquisition using proceeds from our public offering and the assumption of two fixed-rate mortgagenotes for an aggregate amount of $49.3 million with a weighted-average interest rate of 3.71% and aweighted-average remaining term of 5.9 years.

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The following table shows the weighted-average occupancy rate, expressed as a percentage ofrentable square feet, and the average effective annual gross rent per leased square foot, for the DallasInfill Industrial Portfolio, for the years ended December 31:

Average Effective AnnualWeighted-Average Gross Rent per Leased

Year Occupancy Square Foot(1)

2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% $3.992018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98.3% $3.912017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% $3.702016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% $3.522015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% $3.27

(1) Average effective annual gross rent per leased square foot for each year is calculated bydividing such year’s gross total rental revenue (excluding operating expense recoveries) bythe weighed-average square footage under lease during such year.

The following table lists, on an aggregate basis, the approximate leasable square feet andannualized base rental income for all of the scheduled lease expirations for each of the next 10 years,as of the acquisition date, for the Dallas Infill Industrial Portfolio:

Gross Leasable Area Annualized Base Percent ofPercent of Rental Income Total Annualized

Number of Approximate Total Leasable of Expiring Base RentalYear Leases Square Feet Area Leases(1) Income

2020 . . . . . . . . . . . . . . . . . . . . . 4 83,624 6% $ 475,295 9%2021 . . . . . . . . . . . . . . . . . . . . . 2 425,078 30% $1,252,676 24%2022 . . . . . . . . . . . . . . . . . . . . . 3 518,156 36% $1,806,930 34%2023 . . . . . . . . . . . . . . . . . . . . . 1 67,014 5% $ 294,191 6%2024 . . . . . . . . . . . . . . . . . . . . . 2 167,248 12% $ 734,333 14%2025 . . . . . . . . . . . . . . . . . . . . . — — —% $ — —%2026 . . . . . . . . . . . . . . . . . . . . . — — —% $ — —%2027 . . . . . . . . . . . . . . . . . . . . . 2 123,350 9% $ 589,909 11%2028 . . . . . . . . . . . . . . . . . . . . . 1 24,145 2% $ 105,031 2%2029 . . . . . . . . . . . . . . . . . . . . . — — —% $ — —%

(1) Annualized base rental income is calculated as monthly base rent (cash basis) per the terms of thelease, as of the acquisition date, multiplied by 12. If free rent is granted, then the first month witha positive rent value is used.

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Probable Real Property Acquisitions

The following table summarizes our probable real property acquisitions as of the date of this filing:

Estimated Expected RentableClosing Ownership Purchase Square Leased

($ in thousands) Quarter(1) Percentage Price(2) Feet Rate

South 15 Airport Center . . . . . . . . . . . . . . . . . Q2-20 100.0% $32,520 267,000 —%Legacy Logistics Center Building II . . . . . . . . . Q2-20 100.0% $41,600 384,000 100.0%3 Applegate Drive . . . . . . . . . . . . . . . . . . . . . . Q2-20 100.0% $23,592 180,000 100.0%100-500 Industrial Road . . . . . . . . . . . . . . . . . . Q2-20 100.0% $36,662 209,000 100.0%Eaglepoint Six . . . . . . . . . . . . . . . . . . . . . . . . . Q2-20 100.0% $40,185 691,000 100.0%

(1) The consummation of each of these acquisitions is subject to our completion of due diligence andvarious closing conditions to be met by the parties to each acquisition. There can be no assurancethese acquisitions will be completed.

(2) Reflects the contract purchase price exclusive of transfer taxes, due diligence expenses, and otherclosing costs.

Corporate Credit Facility

On November 19, 2019, we, through the Operating Partnership as the ‘‘Borrower,’’ entered into asecond amended and restated credit facility agreement, which we refer to as the ‘‘Credit FacilityAgreement.’’ The lenders providing commitments pursuant to the Credit Facility Agreement are WellsFargo Bank, National Association, as Administrative Agent and as a lender, Bank of America, N.A., asSyndication Agent and as a lender, U.S. Bank National Association, as a Revolving Credit Facility JointLead Arranger and Documentation Agent and as a lender, JPMorgan Chase Bank, N.A., as ExistingTerm Facility Documentation Agent and as a lender and Regions Bank, as Incremental Term FacilityDocumentation Agent and as a lender, which we collectively refer to as the ‘‘Lenders.’’ In addition,Wells Fargo Securities, LLC serves as a Revolving Credit Facility Joint Lead Arranger and JointBookrunner and a Term Facility Joint Lead Arranger and Joint Bookrunner and BofA Securities, Inc.serves as a Revolving Credit Facility Joint Lead Arranger and Joint Bookrunner and a Term FacilityJoint Lead Arranger and Joint Bookrunner pursuant to the Credit Facility Agreement. The CreditFacility Agreement amends and restates in its entirety that certain credit agreement dated as ofFebruary 21, 2019, as amended, among us, the Borrower, and certain of the Lenders, which we refer toas the ‘‘Prior Credit Facility Agreement.’’

In addition, on December 20, 2019, the Borrower and the Lenders entered into an IncrementalTerm Loan and Revolving Commitment Assumption Agreement with Zions Bancorporation, N.A. dbaVectra Bank Colorado (together with its successors and permitted assignes, the ‘‘Additional Lender’’),to further increase commitments under the Credit Facility Agreement through the Additional Lender.

The Credit Facility Agreement together with the Incremental Term Loan revised certain of theterms of the Prior Credit Facility Agreement including, among other changes: (i) increased therevolving loan commitment of $300.0 million, which we refer to as the ‘‘Revolving Credit Facility,’’ to$315.0 million; (ii) increased the available term loan facility from $200.0 million to $415.0 million,which we refer to as the ‘‘Term Facility,’’ and together with the Revolving Credit Facility, we refer to asthe ‘‘Credit Facility,’’ which consists of the $200.0 million existing term loan facility that was establishedunder the Prior Credit Facility Agreement and has been fully advanced to us and a new $215.0 millionincremental term loan facility, which we refer to as the ‘‘Incremental Term Commitment,’’ of which$107.5 million has been advanced to us as of December 31, 2019; and (iii) increased the size of theaccordion feature to allow us to further increase the maximum borrowing capacity to $1.0 billion from$730.0 million, subject to meeting certain criteria.

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Any increase to the size of the Credit Facility may be in the form of an increase in the aggregaterevolving loan commitments, the aggregate term loan commitments, or a combination of both. Thematurity date of the Revolving Credit Facility is November 19, 2023, and may be extended pursuant toa one-year extension option, subject to the Borrower’s continuing compliance with certain financialcovenants, the payment of an extension fee and the satisfaction of other customary conditions. Thematurity date of the Term Facility is February 21, 2024.

At the Borrower’s election, borrowings under the Credit Facility will be charged interest based on(i) LIBOR plus a margin ranging from 1.30% to 2.10% with respect to the Revolving Credit Facilityand 1.25% to 2.05% with respect to the Term Facility, or (ii) an alternate base rate plus a margin of0.30% to 1.10% with respect to the Revolving Credit Facility and 0.25% to 1.05% with respect to theTerm Facility. In each case, the applicable margin will vary depending on our consolidated leverageratio. The borrowings under the Credit Facility will be charged interest as described above, unless anduntil a replacement rate is determined and implemented in the event LIBOR is not available inconnection with the expected discontinuation of LIBOR or otherwise, in accordance with the terms setforth in the Credit Facility Agreement.

The alternate base rate is equal to the greatest of (a) the prime rate announced from time to timeby Wells Fargo Bank, National Association, (b) the Federal Funds Effective Rate plus 0.5%, and(c) LIBOR plus 1.0%. If either of the primary rate or the alternative base rate is less than zero, it willbe deemed to be zero for purposes of the Credit Facility.

In addition to interest, the Borrower must pay (i) a quarterly unused fee that equals the amount ofthe revolving loan commitment unused by the Borrower on a given day multiplied by either (a) 0.15%on an annualized basis if more than 50% of the revolving loan commitment is being used or, (b) 0.20%on an annualized basis if 50% or less of the revolving loan commitment is being used and (ii) a tickingfee that equals the amount of the Incremental Term Commitment undrawn by the Borrower on a givenday multiplied by 0.20% on an annualized basis. If applicable, the ticking fee will accrue on theundrawn portion beginning with the period from January 19, 2020 through a date not later thanMay 16, 2020. The Borrower is also required to pay certain participation and other fees in connectionwith any letters of credit issued under the Credit Facility.

Borrowings under the Credit Facility will be available for general business purposes, including butnot limited to debt refinancing, property acquisitions, new construction, renovations, expansions, tenantimprovement, refinancing of existing lines, financing acquisitions of permitted investments, and closingcosts and equity investments primarily associated with commercial real estate property acquisitions orrefinancings. Borrowings under the Credit Facility will be guaranteed by us and certain of itssubsidiaries. As of December 31, 2019, $414.5 million was outstanding under the Credit Facility.

The Credit Facility Agreement requires the maintenance of certain financial and borrowing basecovenants including covenants concerning: (i) consolidated tangible net worth; (ii) consolidated fixedcharge coverage ratio; (iii) consolidated leverage ratio; (iv) secured indebtedness; (v) secured recourseindebtedness; (vi) minimum total asset value (cannot be less than $500.0 million); (vii) unencumberedinterest coverage ratio; (viii) unencumbered property pool leverage ratio; and (ix) certain otherunencumbered property pool criteria.

In addition, the Credit Facility Agreement contains customary affirmative and negative covenants,which, among other things, require the Borrower to deliver to the Lenders specified quarterly andannual financial information, and limit the Borrower and/or its subsidiaries, subject to variousexceptions and thresholds from: (i) creating liens (other than certain permitted liens) on theunencumbered property pool; (ii) merging with other companies or changing ownership interest;(iii) selling all or substantially all of its assets or properties; (iv) permitting certain transfers of amaterial interest in the Borrower; (v) entering into transactions with affiliates, except on an arms-lengthbasis; (vi) making certain types of investments; (vii) if in default under the Credit Facility Agreement,

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paying certain distributions or certain other payments to affiliates; and (viii) incurring indebtedness(subject to certain permitted indebtedness).

The Credit Facility Agreement permits voluntary prepayment of principal and accrued interestwithout premium or penalty and contains various customary events of default, which are describedtherein. As is customary in such financings, if an event of default occurs under the Credit FacilityAgreement, the Lenders may accelerate the repayment of amounts outstanding under the CreditFacility and exercise other remedies subject, in certain instances, to the expiration of an applicable cureperiod.

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MANAGEMENT

Board of Directors

We operate under the direction of our board of directors, the members of which are accountableto us and our stockholders as fiduciaries. Our board of directors is responsible for the management andcontrol of our affairs. Our board of directors has retained the Advisor to manage our day-to-day affairsand to implement our investment strategy, subject to our board’s direction, oversight and approval.

We have a total of six directors, four of whom are independent of us, the Advisor and ourrespective affiliates. Our full board of directors has determined that each of our independent directorsis independent within the meaning of the applicable provisions set forth in our charter; requirementsset forth in the Exchange Act and the applicable SEC rules; and although our shares are not listed onthe NYSE, independence rules set forth in the NYSE Listed Company Manual. Our board applies theNYSE rules governing independence as part of its policy of maintaining strong corporate governancepractices.

Our charter defines an ‘‘independent director’’ as a person who has not been, directly or indirectly,associated with the Sponsor or the Advisor within the previous two years. A director will be deemedassociated with the Sponsor or the Advisor if he or she:

• owns an interest in the Sponsor, the Advisor or any of their affiliates (other than shares grantedfor serving as a director of a real estate investment trust organized by the Sponsor or advised bythe Advisor, as permitted below);

• is employed by the Sponsor, the Advisor or any of their affiliates;

• serves as an officer or director of the Sponsor, the Advisor or any of their affiliates;

• performs services, other than as a director for us;

• serves as a director of more than three real estate investment trusts organized by the Sponsor oradvised by the Advisor; or

• maintains a material business or professional relationship with the Sponsor, the Advisor or anyof their affiliates.

We refer to our directors who are not independent as our ‘‘related directors.’’ Our charter setsforth the material business or professional relationships that cause a person to be associated with usand therefore not eligible to serve as an independent director. A business or professional relationship isper se material if the prospective independent director received more than five percent of his annualgross revenue in the last two years from the Sponsor, the Advisor or any affiliate of the Sponsor orAdvisor, or if more than five percent of his net worth, on a fair market value basis, has come from theSponsor, the Advisor or any affiliate of the Sponsor or Advisor.

Our charter also provides that the number of our directors may be established by a majority of ourboard of directors but may not be fewer than three after commencement of this offering, and ourbylaws provide that the number may be no more than 15. The foregoing is the exclusive means ofdetermining the number of directors. Our charter provides that a majority of the directors must beindependent directors, except for a period of up to 60 days after the death, removal or resignation ofan independent director pending the election of such independent director’s successor. Our charter alsoprovides that at least one of the independent directors must have at least three years of relevant realestate experience. The independent directors will nominate replacements for vacancies among theindependent directors.

Except as described below, each director will be elected by the stockholders and will serve for aterm of one year and until a successor is duly elected and qualifies. Although the number of directors

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may be increased or decreased, a decrease shall not have the effect of shortening the term of anyincumbent director.

Any director may resign at any time and may be removed with or without cause by thestockholders upon the affirmative vote of at least a majority of the outstanding shares entitled to votegenerally in the election of directors. The notice of the meeting shall indicate that the purpose, or oneof the purposes, of the meeting is to determine if the director shall be removed.

A vacancy following the removal of a director or a vacancy created by an increase in the numberof directors or the death, resignation, adjudicated incompetence or other incapacity of a director, otherthan a vacancy created by an increase in the number of directors, may be filled only by a vote of amajority of the remaining directors and, in the case of a vacancy among the independent directors, thedirector elected to fill such vacancy must also be nominated by the remaining independent directors.Any vacancy created by an increase in the number of directors may be filled only by the affirmativevote of holders of a majority of the outstanding shares entitled to vote who are present in person or byproxy at a meeting at which a quorum is present, and any director elected to fill such a vacancy willserve until the next annual meeting of stockholders and until a successor is duly elected and qualifies.

If there are no remaining independent directors, then a majority vote of the remaining directorsshall be sufficient to fill a vacancy among the independent directors’ positions. If at any time there areno independent or related directors in office, successor directors shall be elected by the stockholders.

Responsibilities of Directors

Our charter has been reviewed and ratified by a majority vote of the directors and of theindependent directors. A majority of the independent directors approved matters relating to minimumcapital, duties of directors, the Advisory Agreement, liability and indemnification of directors, thepayment to the Advisor or affiliates of fees, compensation and expenses, investment policies, leverageand borrowing policies, meetings of stockholders, stockholders’ election of directors, and ourdistribution reinvestment plan.

The responsibilities of our board of directors include:

• Approving and overseeing our overall investment strategy, which consist of elements such asinvestment selection criteria, asset management procedures, and asset disposition strategies;

• Approving all investments, including real property portfolio acquisitions and developments for apurchase price or total project cost greater than $40 million, including the financing of suchinvestments. Our board of directors has delegated to the Investment Committee the authority toreview and approve any unaffiliated investments (including real property portfolio acquisitionsand developments), for a purchase price or total project cost of $40 million or less, including thefinancing of such investments;

• Approving all asset dispositions for a sales price greater than $25 million. Our board of directorshas delegated to the Combined Industrial Advisors Committee the authority to review andapprove any unaffiliated real property dispositions on such terms as the Combined IndustrialAdvisors Committee deems necessary, advisable or appropriate, provided that the sales price ofany single disposition is equal to $25 million or less and the aggregate amount of dispositionsapproved by the Combined Industrial Advisors Committee in any quarter have a total sales priceof $50 million or less;

• Approving any proposed borrowing (secured or unsecured) for an amount in excess of$100.0 million. Our board of directors has authorized (i) the Chief Financial Officer to reviewand approve any proposed borrowing (secured or unsecured) for an amount of up to$50.0 million, and (ii) the Combined Industrial Advisors Committee to review and approve any

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proposed borrowing (secured or unsecured) for an amount of up to $100.0 million, provided thatthe total borrowings approved by the Combined Industrial Advisors Committee in any quarterdoes not exceed $100.0 million;

• Approving and overseeing our debt financing strategies;

• Approving and monitoring the relationship between the Operating Partnership and the Advisor;

• Approving joint ventures, limited partnerships and other such relationships with third parties;

• Approving a potential Liquidity Event;

• Determining our distribution policy and authorizing distributions from time to time; and

• Approving amounts available for redemptions of shares of our common stock.

The directors are not required to devote all of their time to our business and are only required todevote such time to our affairs as their duties require. The directors will meet quarterly or morefrequently as necessary.

The directors have established and will periodically review written policies on investments andborrowings consistent with our investment objectives and will monitor our administrative procedures,investment operations and performance and those of the Advisor to assure that such policies arecarried out.

Committees of Our Board of Directors

Our board of directors may establish committees it deems appropriate to address specific areas inmore depth than may be possible at a full board meeting, provided that the majority of the members ofeach committee are independent directors, except for those committees that are required to becomposed entirely of independent directors. Members of each committee will be appointed by ourboard of directors to serve a one year term or until their successors are duly elected and qualify oruntil their earlier death, resignation, retirement or removal. Our board of directors has established anInvestment Committee, a Combined Industrial Advisors Committee, an Audit Committee, aNominating and Corporate Governance Committee and a Conflicts Resolution Committee. Our boardof directors may also establish a Compensation Committee.

Investment Committee

The Investment Committee has (a) certain responsibilities with respect to specific investmentsproposed by the Advisor and (b) the authority to review our investment policies and procedures on anongoing basis and recommend any changes to our board of directors. The Investment Committee iscomprised of Messrs. Marshall M. Burton, John S. Hagestad, Charles B. Duke and Stanley A. Moore,each of whom is an independent director, and Messrs. Evan H. Zucker and Dwight L. Merriman III,each of whom is a related director. Mr. Moore is the chairman of the Investment Committee. TheInvestment Committee has the authority to approve all unaffiliated investments, including real propertyportfolio acquisitions and developments, for a purchase price or total project cost of $40.0 million orless, including the financing of such investments. Our board of directors, including a majority of theindependent directors, must approve all investments, including real property portfolio acquisitions anddevelopments, for a purchase price or total project cost greater than $40.0 million.

Combined Industrial Advisors Committee

Our board of directors adopted a delegation of authority policy and pursuant to such policy, hasestablished the Combined Industrial Advisors Committee and delegated the authority for certainactions to the Combined Industrial Advisors Committee. The Combined Industrial Advisors Committee

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is not a committee of our board of directors. Our board of directors has delegated to the CombinedIndustrial Advisors Committee certain responsibilities with respect to certain acquisition, disposition,leasing, capital expenditure and borrowing decisions. The Combined Industrial Advisors Committeedoes not have authority over any transactions between us and the Advisor, a member of our board ofdirectors, or any of their respective affiliates. The Combined Industrial Advisors Committee is currentlycomprised of Rajat Dhanda, David M. Fazekas, Andrea L. Karp, Thomas G. McGonagle, Dwight L.Merriman III, Lainie P. Minnick, Scott A. Seager, Jeffrey W. Taylor, Scott W. Recknor, J.R. Wetzel,Joshua J. Widoff and Evan H. Zucker.

With respect to real property investments, our board of directors has delegated to the CombinedIndustrial Advisors Committee the authority to approve all unaffiliated real property acquisitions for apurchase price of up to $35.0 million, provided that certain acquisition criteria are satisfied. Our boardof directors established the acquisition criteria with the intent that the consideration to be paid foreach such real property will be approved by the Combined Industrial Advisors Committee inaccordance with the requirements set forth in our charter. Our board of directors, including a majorityof the independent directors, must approve all real property acquisitions for a purchase price greaterthan $35.0 million.

With respect to real property investments, our board of directors has delegated to the CombinedIndustrial Advisors Committee the authority to approve all unaffiliated real property dispositions for asales price of up to $25.0 million, provided that the aggregate amount of dispositions approved by theCombined Industrial Advisors Committee in any quarter may not exceed $50.0 million. Our board ofdirectors, including a majority of the independent directors, must approve all real property dispositions(i) for a sales price greater than $25.0 million, and (ii) once the total dispositions approved by theCombined Industrial Advisors Committee in any quarter equals $50.0 million, for any sales pricethrough the end of such quarter.

With respect to the lease of real property, our board of directors has delegated (i) to theManaging Director—Head of Asset Management the authority to approve any lease of real property,on such terms as the Managing Director—Head of Asset Management deems necessary, advisable, orappropriate, for total base rent up to and including $20.0 million over the base term of the lease, and(ii) to the Combined Industrial Advisors Committee the authority to approve the lease of real property,on such terms as the Combined Industrial Advisors Committee deems necessary, advisable, orappropriate, for total base rent up to $50.0 million over the base term of the lease.

With respect to capital expenditures (excluding capital expenditures approved by our board ofdirectors in the ordinary course of budget approvals), (i) the Managing Director—Head of AssetManagement and Real Estate Operations is authorized to approve any capital expenditure of up to$3.0 million over the line item approved by our board of directors in the budget for the specifiedproperty, and (ii) the Combined Industrial Advisors Committee is authorized to approve any capitalexpenditure of up to $7.0 million over the line item approved by our board of directors in the budgetfor the specified property.

With respect to borrowing decisions, our board of directors has authorized (i) the Chief FinancialOfficer to review and approve any proposed borrowing (secured or unsecured) for an amount of up to$50.0 million, and (ii) the Combined Industrial Advisors Committee to review and approve anyproposed borrowing (secured or unsecured) for an amount of up to $100.0 million, provided that thetotal borrowings approved by the Combined Industrial Advisors Committee in any quarter may notexceed $100.0 million. The functions delegated to our officers and to the Combined Industrial AdvisorsCommittee are subject to an annual review by our board of directors to ensure that the delegation ofauthority remains appropriate.

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Audit Committee

The Audit Committee will meet on a regular basis, at least quarterly and more frequently asnecessary. The Audit Committee’s primary function is to assist our board of directors in fulfilling itsoversight responsibilities by (i) reviewing the financial information to be provided to our stockholdersand others, (ii) reviewing our system of internal controls which management has established,(iii) overseeing the audit and financial reporting process, including the preapproval of servicesperformed by our independent registered public accounting firm, and (iv) overseeing certain areas ofrisk management. The Audit Committee is comprised of Messrs. Hagestad, Duke and Burton, each ofwhom is an independent director in accordance with the requirements set forth in Rule 10A-3promulgated under the Exchange Act. Mr. Duke is the chairman of the Audit Committee. Our boardof directors has determined that Mr. Duke qualifies as an audit committee financial expert, as definedby the rules of the SEC.

Nominating and Corporate Governance Committee

The primary function of the Nominating and Corporate Governance Committee is to assist ourboard of directors in (i) identifying individuals qualified to become members of our board of directors;(ii) recommending candidates to our board of directors to fill vacancies on the board;(iii) recommending committee assignments for directors to the full board; (iv) periodically assessing theperformance of our board of directors; and (v) advising our board of directors on certain othercorporate governance matters. As of the commencement of this offering, the Nominating andCorporate Governance Committee is comprised of Messrs. Moore, Duke and Burton, each of whom isan independent director. Mr. Moore is the chairman of the Nominating and Corporate GovernanceCommittee.

Conflicts Resolution Committee

Our board of directors has delegated to the Conflicts Resolution Committee the responsibility toconsider and resolve all conflicts that may arise between or among us and other Investment Vehicles,including conflicts that may arise as a result of the investment opportunities that are suitable for eachof us, IPT and/or DPF. See ‘‘Conflicts of Interest—Conflict Resolution Procedures—Board ofDirectors—Allocation of Investment Opportunities Among Affiliates and Other Related Entities’’ for adescription of the current allocation policy for allocating the Sponsor’s investment opportunities asbetween us and other Investment Vehicles, subject to changes to the allocation policy by the ConflictsResolution Committee. The Conflicts Resolution Committee is comprised of Messrs. Burton, Hagestadand Moore, each of whom is an independent director.

Compensation Committee

Our board of directors may establish a Compensation Committee to administer our equityincentive plan. The primary function of the Compensation Committee would be to administer thegranting of awards to the independent directors and selected employees of the Advisor, based uponrecommendations from the Advisor, and to set the terms and conditions of such awards in accordancewith the equity incentive plan. The Compensation Committee, if formed, would be comprised entirelyof independent directors.

Executive Compensation

Because the Advisory Agreement provides that the Advisor will assume principal responsibility formanaging our affairs, we have no employees, and our executive officers, in their capacities as such, donot receive compensation from us, nor do they work exclusively on our affairs. In their capacities asofficers or employees of the Advisor or its affiliates, they will devote such portion of their time to our

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affairs as is required for the performance of the duties of the Advisor under the Advisory Agreement.The compensation received by our executive officers is not paid or determined by us, but rather by anaffiliate of the Advisor based on all of the services provided by these individuals. See ‘‘ManagementCompensation’’ for a summary of the fees and expenses payable to the Advisor and other affiliates.

Compensation of Directors

We pay each of our independent directors $18,750 per quarter plus $2,500 for each board ofdirectors or committee meeting attended in person or by telephone with an annual limit of $50,000.Each independent director also receives an annual equity award with an aggregate grant value on thedate of grant of $75,000, which will be in the form of a restricted stock award that will vest upon theearlier to occur of (i) one year after the date of grant and (ii) his or her re-election to our boardfollowing the date of grant. All directors receive reimbursement of reasonable out-of-pocket expensesincurred in connection with attending meetings of our board of directors or of our committees. If adirector is also one of our officers, we will not pay additional compensation for services rendered as adirector.

We pay the following annual retainers (to be prorated for a partial term) to the Chairpersons ofour board committees:

• $15,000 to the Chairperson of our Audit Committee;

• $10,000 to the Chairperson of our Investment Committee; and

• $10,000 to the Chairperson of our Nominating and Corporate Governance Committee.

Equity Incentive Plans

Equity Incentive Plan

We have adopted an equity incentive plan. We believe that our equity incentive plan will:

• furnish incentives to individuals chosen to receive share-based awards because they areconsidered capable of improving our operations and increasing profits;

• encourage selected persons to accept or continue employment with the Advisor; and

• increase the interest of our officers and our independent directors in our welfare through theirparticipation in the growth in the value of our shares of common stock.

The equity incentive plan provides for the grant of awards to our independent directors and to ouremployees (if any), as well as to any advisor or consultant who is a natural person performing bonafide services to us, provided that the services are not in connection with the offer or sale of securitiesin a capital raising transaction, and do not directly or indirectly promote or maintain a market for ourstock. Participants may also be employees of the Advisor, so long as any such employee is performingbona fide advisory or consulting services for us. Eligible individuals will be selected by our board ofdirectors, including our independent directors, or, if formed, by our Compensation Committee, forparticipation in the equity incentive plan. Such awards may consist of stock options, stock appreciationrights, restricted stock, restricted stock units, dividend equivalent rights, and/or other share-basedawards; provided, that, the equity incentive plan prohibits the issuance of stock appreciation rights anddividend equivalent rights unless and until our stock is listed on a national securities exchange.However, any such stock options, stock appreciation rights, restricted stock, restricted stock units,dividend equivalent rights, and/or other share-based awards to be issued to independent directors,employees, advisors and consultants shall not exceed an amount equal to 5% of the outstanding sharesof our common stock on the date of grant of any such stock options, stock appreciation rights,restricted stock, restricted stock units, dividend equivalent rights, and/or other share-based awards.

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Notwithstanding the foregoing, we will not issue options or warrants to our independent directors.Please see ‘‘Investment, Strategy, Objectives and Policies—Investment Limitations’’ for a description oflimitations imposed by our charter on our ability to issue options and warrants under the equityincentive plan.

We have authorized and reserved for issuance under the equity incentive plan a total of 2.0 millionshares of our common stock, and have also established an aggregate maximum of 5.0 million sharesthat may be issued upon grant, vesting or exercise of awards under the equity incentive plan. Inaddition, no more than 200,000 shares of our common stock may be made subject to options or stockappreciation rights to a single individual in a calendar year, and no more than 200,000 shares of ourcommon stock may be made subject to share-based awards other than options or stock appreciationrights to a single individual in a calendar year. In the event of certain corporate transactions affectingour common stock, such as, for example, any dividend or other distribution (whether in the form ofcash, shares or other property) recapitalization, stock-split, reverse split, reorganization, merger,consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporatetransaction or event, our board of directors, or, if formed, our Compensation Committee, will have thesole authority to determine whether and in what manner to equitably adjust the number and type ofshares and the exercise prices applicable to outstanding awards under the plan, the number and type ofshares reserved for future issuance under the plan, and, if applicable, performance goals applicable tooutstanding awards under the plan.

Our board of directors, including our independent directors, or, if formed, our CompensationCommittee, will administer the equity incentive plan, with sole authority to select participants,determine the types of awards to be granted, and all of the terms and conditions of the awards,including whether the grant, vesting or settlement of awards may be subject to the attainment of one ormore performance goals. No awards will be granted under the plan if the grant, vesting and/or exerciseof the awards would jeopardize our status as a REIT under the Code or otherwise violate theownership and transfer restrictions imposed under our charter. Our board of directors, or, if formed,our Compensation Committee, may also take action with respect to any awards in the event of achange in control, including a determination to pay cash equal to an amount that could have beenobtained upon vesting or exercise of an award, a determination that awards cannot vest, be exercised orpayable, a determination to accelerate vesting or exercise, or a determination that awards shall besubstituted for by similar awards covering the stock of a successor or survivor corporation.

No award granted under the equity incentive plan will be transferable except through the laws ofdescent and distribution. Shares underlying awards once vested are transferable.

Options will entitle the holder to purchase common stock for a specified exercise price during aspecified period. Under the equity incentive plan, we may grant options that are intended to beincentive stock options within the meaning of Section 422 of the Code, or ‘‘incentive stock options,’’ oroptions that are not incentive stock options, or ‘‘nonqualified stock options.’’ Incentive stock optionsand nonqualified stock options will have an exercise price that is not less than 100% of the fair marketvalue of the common stock underlying the option on the date of grant and will expire, with certainexceptions, 10 years after such date.

Restricted stock awards will entitle the recipient to shares of common stock from us under termsthat provide for vesting over a specified period of time. Such awards would typically be forfeited withrespect to the unvested shares upon the termination of the recipient’s employment or other relationshipwith us. Restricted stock may not, in general, be sold or otherwise transferred until restrictions areremoved and the shares have vested. Holders of restricted stock may receive cash distributions prior tothe time that the restrictions on the restricted stock have lapsed. Any dividends payable in commonstock shall be subject to the same restrictions as the underlying restricted stock. The equity incentive

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plan permits us to issue director restricted stock to our independent directors on the same terms asrestricted stock awards.

Stock appreciation rights will entitle the recipient to receive from us at the time of exercise anamount in cash (or in some cases, common stock) equal to the excess of the fair market value of theshares of common stock underlying the stock appreciation right on the date of exercise over the pricespecified at the time of grant, which cannot be less than the fair market value of the shares of commonstock on the grant date.

Dividend equivalent rights will entitle the recipient to receive, for a specified period, a paymentequal to the quarterly distribution declared and paid with respect to a specified number of shares.Dividend equivalent rights are forfeited to us upon the termination of the recipient’s employment orother relationship with us.

Restricted stock units will entitle the recipient to cash or shares upon the end of the deferralperiod specified. Restricted stock units may be subject to the attainment of performance goals.Restricted stock units would typically be forfeited upon termination of the recipient’s employment orother relationship with us unless waived by our board of directors, or, if formed, our CompensationCommittee.

No restricted stock will be awarded under the equity incentive plan if it would result in our being‘‘closely-held’’ under the Code, jeopardize our status as a REIT under the Code or otherwise violatethe ownership and transfer restrictions under our charter.

Private Placement Equity Incentive Plan

Our board of directors has adopted a private placement equity incentive plan, which we refer to asthe ‘‘Private Placement Plan.’’ The Private Placement Plan is substantially similar to our equityincentive plan described above, except that under the Private Placement Plan, an eligible participant isany person, trust, association or entity to which the plan administrator desires to grant an award. Anaggregate maximum of 2.0 million shares may be issued upon grant, vesting or exercise of awards underthe Private Placement Plan.

Compensation Committee Interlocks and Insider Participation

We do not expect that any of our executive officers will serve as a director or member of thecompensation committee of any entity whose executive officers include a member of our CompensationCommittee, if formed.

Limited Liability and Indemnification of Directors, Officers and Others

Our charter, subject to certain limitations, will limit the personal liability of our stockholders,directors and officers for monetary damages. The Maryland General Corporation Law permits aMaryland corporation to include in its charter a provision limiting the liability of its directors andofficers to the corporation and its stockholders for money damages, except for liability resulting from(i) actual receipt of an improper benefit or profit in money, property or services or (ii) active anddeliberate dishonesty established by a final judgment and which is material to the cause of action. Inaddition, the Maryland General Corporation Law requires a corporation (unless its charter providesotherwise) to indemnify a director or officer who has been successful, on the merits or otherwise, in thedefense of any proceeding to which the director or officer is made or threatened to be made a party byreason of his or her service in that capacity and allows directors and officers to be indemnified against

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judgments, penalties, fines, settlements and expenses actually incurred in a proceeding unless thefollowing can be established:

• An act or omission of the director or officer was material to the cause of action adjudicated inthe proceeding, and was committed in bad faith or was the result of active and deliberatedishonesty;

• The director or officer actually received an improper personal benefit in money, property orservices; or

• With respect to any criminal proceeding, the director or officer had reasonable cause to believehis act or omission was unlawful.

Under the Maryland General Corporation Law, a court may order indemnification if it determinesthat the director or officer is fairly and reasonably entitled to indemnification, even though the directoror officer did not meet the prescribed standard of conduct or was adjudged liable on the basis thatpersonal benefit was improperly received. However, indemnification for an adverse judgment in a suitby the corporation or in its right, or for a judgment of liability on the basis that personal benefit wasimproperly received, is limited to expenses. The Maryland General Corporation Law permits acorporation to advance reasonable expenses to a director or officer upon receipt of a writtenaffirmation by the director or officer of his good faith belief that he has met the standard of conductnecessary for indemnification and a written undertaking by him or on his behalf to repay the amountpaid or reimbursed if it is ultimately determined that the standard of conduct was not met.

Our charter provides that we will generally indemnify and advance expenses to our directors andofficers, the Advisor and its affiliates for losses they may incur by reason of their service in thosecapacities. In addition, we expect to indemnify and advance expenses to our employees and agents forlosses or liabilities suffered by them by reason of their service in those capacities. However,notwithstanding the above provisions of the Maryland General Corporation Law, our charter providesthat our directors, the Advisor and its affiliates will be indemnified by us for losses or liabilitiessuffered by them or held harmless for losses or liabilities suffered by us only if all of the followingconditions are met:

• Our directors, the Advisor or its affiliates have determined, in good faith, that the course ofconduct that caused the loss or liability was in our best interests;

• Our directors, the Advisor or its affiliates were acting on our behalf or performing services forus;

• In the case of related directors, the Advisor or its affiliates, the liability or loss was not theresult of negligence or misconduct by the party seeking indemnification;

• In the case of our independent directors, the liability or loss was not the result of grossnegligence or willful misconduct by the party seeking indemnification; and

• The indemnification or agreement to hold harmless is recoverable only out of our net assets andnot from our stockholders.

In addition, we will not provide indemnification to our directors, the Advisor and its affiliates forany loss or liability arising from an alleged violation of federal or state securities laws unless one ormore of the following conditions are met:

• There has been a successful adjudication on the merits of each count involving alleged securitieslaw violations;

• Such claims have been dismissed with prejudice on the merits by a court of competentjurisdiction; or

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• A court of competent jurisdiction approves a settlement of the claims against the indemniteeand finds that indemnification of the settlement and the related costs should be made, and thecourt considering the request for indemnification has been advised of the position of the SECand of the published position of any state securities regulatory authority in which the securitieswere offered and sold as to indemnification for violations of securities laws.

We may advance funds to directors, the Advisor and its affiliates for legal expenses and other costsincurred as a result of our legal action for which indemnification is being sought only if all of thefollowing conditions are met:

• The legal action relates to acts or omissions with respect to the performance of duties orservices on behalf of the REIT;

• The party seeking such advancement has provided us with written affirmation of his good faithbelief that he has met the standard of conduct necessary for indemnification;

• The legal action is initiated by a third party who is not a stockholder or the legal action isinitiated by a stockholder acting in his capacity as such and a court of competent jurisdictionspecifically approves such advancement; and

• The party seeking indemnification undertakes to repay the advanced funds to us, together withthe applicable legal rate of interest thereon, in cases in which he is found not to be entitled toindemnification.

The aforementioned charter provisions will not reduce the exposure of directors and officers toliability under federal or state securities laws, nor do they limit a stockholder’s ability to obtaininjunctive relief or other equitable remedies for a violation of a director’s or an officer’s duties to us orour stockholders, although the equitable remedies may not be an effective remedy in somecircumstances.

Additionally, we have entered into indemnification agreements with certain of our officers anddirectors. The indemnification agreements require, among other things, that, subject to certainlimitations, we indemnify our officers and directors and advance to the officers and directors all relatedexpenses, subject to reimbursement if it is subsequently determined that indemnification is notpermitted. In accordance with these agreements, we must indemnify and advance all expenses incurredby our officers and directors seeking to enforce their rights under the indemnification agreements. Wealso cover officers and directors under our directors’ and officers’ liability insurance. Theindemnification agreements that we enter into with our officers and directors will require that in theevent of a change in control of the Company, we will use commercially reasonable efforts to maintainin force any directors’ and officers’ liability insurance policies in effect immediately prior to the changein control for a period of six years.

To the extent that the indemnification may apply to liabilities arising under the Securities Act, wehave been advised that, in the opinion of the SEC, as well as certain states, such indemnification iscontrary to public policy and, therefore, unenforceable pursuant to Section 14 of the Securities Act.

The general effect to investors of any arrangement under which any of our controlling persons,directors or officers are insured or indemnified against liability is a potential reduction in distributionsresulting from our payment of premiums associated with insurance or any indemnification for which wedo not have adequate insurance.

The Advisory Agreement and agreements with affiliates who perform other services for us willcontain similar indemnification provisions. As a result, we and our stockholders may be entitled to amore limited right of action than we would otherwise have if these indemnification rights were notincluded in such agreements. Indemnification may reduce the legal remedies available to us and ourstockholders against the indemnified individuals.

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Directors and Executive Officers

As of the date of this prospectus, our directors and executive officers, their ages and theirpositions and offices are as follows:

Name Age Position

Evan H. Zucker . . . . . . 55 Chairman and DirectorDwight L. Merriman III 59 DirectorJeffrey W. Taylor . . . . . . 47 Managing Director, Co-PresidentRajat Dhanda . . . . . . . . 52 Managing Director, Co-PresidentMarshall M. Burton . . . 51 Independent DirectorStanley A. Moore . . . . . 81 Independent DirectorJohn S. Hagestad . . . . . 73 Independent DirectorCharles B. Duke . . . . . . 62 Independent DirectorThomas G. McGonagle . 60 Managing Director, Chief Financial OfficerJoshua J. Widoff . . . . . . 49 Managing Director, Chief Legal Officer, Secretary and General CounselScott W. Recknor . . . . . 52 Managing Director—Head of Asset Management

Evan H. Zucker has served as the Chairman of our board of directors and as a director sinceNovember 2014. Mr. Zucker has served as the Chairman of the board of directors and as a director ofIPT since January 2013. Mr. Zucker also served as President of IIT from October 2009 until hiselection to the board of directors of IIT as Chairman in March 2010. He served as Chairman of IITuntil November 2015, when IIT was sold. Mr. Zucker has served as a manager of the Advisor sinceNovember 2014; a manager of Industrial Property Advisors LLC, the advisor to IPT, since January2013; a manager of Industrial Income Advisors LLC, the former advisor to IIT, since October 2009;and a manager of Black Creek Diversified Property Advisors LLC, the advisor to DPF since April2005. From its inception until October 2006, Mr. Zucker was the Chief Executive Officer, President,Secretary and a Director of DCT Industrial Trust (NYSE: DCT), which listed on the NYSE inDecember 2006. Mr. Zucker is a principal of both Dividend Capital Group LLC and Black CreekGroup LLC, a Denver based real estate investment firm which he co-founded in 1993. Mr. Zucker hasbeen active in real estate acquisition, development and redevelopment activities since 1989 and, as ofDecember 31, 2019, Mr. Zucker has overseen directly, or indirectly through affiliated entities, theacquisition, development, redevelopment, financing and sale of real estate-related assets with anaggregate value of approximately $21.1 billion. In 1993, Mr. Zucker co-founded American Real EstateInvestment Corp., which subsequently became Keystone Property Trust (NYSE: KTR), an industrial,office and logistics REIT that was later acquired by ProLogis Trust (NYSE: PLD) in August 2004.Mr. Zucker served as the President and as a director of American Real Estate Investment Corp. from1993 to 1997 and as a director of Keystone Property Trust from 1997 to 1999. Mr. Zucker graduatedfrom Stanford University with a Bachelor’s Degree in Economics.

We believe that Mr. Zucker’s qualifications to serve on our board of directors are demonstrated byhis proven business acumen, including his over 25 years of experience with Black Creek Group LLC asa co-founder of the company, his position as a principal of Dividend Capital Group LLC, and his vastexperience as a leader of an advisor to real estate investment companies, including DCT IndustrialTrust, DPF and American Real Estate Investment Corp. (which subsequently became KeystoneProperty Trust, NYSE: KTR).

Dwight L. Merriman III has served as a member of our board of directors and as a member of theboard of managers of the Advisor since November 2014. Mr. Merriman served as our ManagingDirector from May 2017 through December 2019 and as our Chief Executive Officer from November2014 through December 2019. Since December 2019, Mr. Merriman also currently serves as ChiefExecutive Officer of Industrial for BCG and is responsible for the oversight of the acquisition, assetmanagement and portfolio management activities for all industrial investments across funds sponsored

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by affiliates of BCG. Prior thereto, Mr. Merriman served as the Head of Real Estate for BCG.Mr. Merriman also served as the Managing Director, Chief Executive Officer of DPF from April 2017through December 2019, and as a manager of Black Creek Diversified Property Advisors LLC, theadvisor of DPF, since April 2017. Mr. Merriman has served as the Managing Director of IPT sinceApril 2017 and as the Chief Executive Officer and as a member of IPT’s board of directors and theboard of managers of Industrial Property Advisors LLC, the advisor to IPT, since January 2013.Mr. Merriman also has served as Managing Director and Chief Executive Officer of BCIF sinceSeptember 2017. He also has served as Managing Director and Chief Executive Officer of BTC IIIsince March 2019. BCIF and BTC III are funds managed within BCG. Mr. Merriman also served as amember of IIT’s board of directors and as the Chief Executive Officer of IIT from March 2010 untilNovember 2015. He has also served as a member of the board of managers of Industrial IncomeAdvisors LLC, the former advisor to IIT, since March 2010. Mr. Merriman also has served as a memberof the board of trustees of DC Industrial Liquidating Trust from September 2015 to December 2017and as the Chief Executive Officer and also as a member of the board of trustees of DC IndustrialLiquidating Trust from November 2015 to December 2017. Mr. Merriman has over 30 years of realestate investment and development experience. Prior to joining the Company, Mr. Merriman servedfrom September 2007 through March 2010 as a Managing Director and the Chief Investment Officer ofStockbridge Capital Group LLC, or ‘‘Stockbridge,’’ a real estate investment management companybased in San Francisco, California, which had more than $3 billion in real estate under management.While with Stockbridge, Mr. Merriman served as a member of its investment and managementcommittees, and was responsible for coordinating the investment activities of the company. From May2000 to September 2007, Mr. Merriman was a Managing Director of RREEF Funds, or ‘‘RREEF,’’ areal estate investment management company, in charge of RREEF’s development and value-addedinvestment opportunities in North America. While at RREEF, he served on the investment committeeand was involved in approving approximately $5 billion in commercial real estate transactions, and hestarted CalSmart, a $1.2 billion value-added real estate investment fund with the California PublicEmployees’ Retirement System. Prior to joining RREEF in 2000, Mr. Merriman served forapproximately five years as a Managing Director at Carr America Realty Corporation, where he wasresponsible for the company’s acquisition, development and operations activities in Southern Californiaand Utah. Prior to that, he spent 11 years with the Los Angeles development firm of Overton,Moore & Associates, where he was responsible for developing industrial and office property throughoutSouthern California. Mr. Merriman received a B.S. in Business Administration from the University ofSouthern California and an M.B.A. from the Anderson School at the University of California at LosAngeles. Mr. Merriman is a member of the Urban Land Institute.

We believe that Mr. Merriman’s qualifications to serve on our board of directors include hisextensive real estate investment and development experience, including specifically his experienceserving in leadership positions and on the investment committees of significant real estate investmentfunds.

Jeffrey W. Taylor has served as our Managing Director, Co-President since December 9, 2019.Mr. Taylor has had a long tenure at the Company and is familiar with its day-to-day operations, havingserved as our Managing Director, Shareholder Operations since May 2017 and previously served as ourSenior Vice President, Shareholder Operations from February 2016 to May 2017. Mr. Taylor has alsoserved as Managing Director, Chief Operating Officer of BCG since 2017 and Senior Vice President ofOperations of BCG since 2009. In those roles, he has responsibilities for shareholder operations,product management and development, coordination of risk management programs and certainbusiness operations. Mr. Taylor has also served as Managing Director, Co-President of DPF sinceDecember 10, 2019, as Managing Director, Shareholder Operations of DPF since April 2017 and asSenior Vice President of Shareholder Operations of DPF from September 2012 to May 2017.Mr. Taylor has served as Managing Director, Shareholder Operations of IPT since May 2017 and asSenior Vice President Shareholder Operations of IPT from December 2013 to May 2017. He has also

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served as President of BCG Advisors LLC since March 2012. BCG Advisors LLC is a registeredinvestment advisor which has been engaged by BCI IV Advisors LLC and us to providenon-discretionary advice and recommendations with respect to our investment in securities. Mr. Taylor’sbackground includes investment management, risk management, product management, operatingcompany analysis and strategic planning within financial services companies. Prior to joining us andBCG, Mr. Taylor served in various positions with INVESCO Funds Group, most notably inmanagement roles within the investment division and the distribution company as well as positionswithin the transfer agency. Mr. Taylor holds a Bachelor’s degree from Pennsylvania State University anda Master’s in Business Administration from the University of Colorado at Denver. In addition,Mr. Taylor is a CFA Charterholder.

Rajat Dhanda has served as our Managing Director, Co-President since December 9, 2019 andserved as our Managing Director, President from May 2017 to December 9, 2019. Mr. Dhanda also hasserved as the Managing Director, Co-President of DPF since December 10, 2019 and served as theManaging Director, President of DPF from April 2017 to December 10, 2019. He currently serves asChief Executive Officer of BCG and is responsible for the oversight of distribution, marketing, productdevelopment, operations and legal functions. Prior to joining BCG, Mr. Dhanda spent 26 years atMorgan Stanley, leading key divisions of their institutional and Wealth Management platforms, whilealso serving on the firm’s Management and Risk Committee for his last eight years. Most recently, hewas head of Investment Products and Services in Wealth Management, which was responsible for all ofthe products distributed by Morgan Stanley’s financial professionals. In this capacity, he worked closelywith the firm’s financial professionals and third-party asset managers to design and distribute productsoffering a breadth of investment solutions. In addition, as a member of the division’s Executive andOperating Committees, Mr. Dhanda worked to develop strategies for the changing regulatoryenvironment and the opportunities that technology and data offer today in the wealth managementchannels. Mr. Dhanda holds a B.A. in both Business Economics, as well as Organizational Behavior &Management from Brown University.

Marshall M. Burton has served as an independent director on our board of directors since August2015. Mr. Burton also has served as an independent director on the board of directors of IPT sinceMarch 2013 and of IIT from December 2009 until November 2015. Mr. Burton also served as anindependent trustee on the board of trustees of DC Industrial Liquidating Trust from November 2015to December 2017. Mr. Burton has more than 20 years of commercial real estate experience, includingdevelopment, leasing, investment and management. In March 2014, Mr. Burton founded ConfluentHoldings, L.L.C. to develop and invest in office, industrial and multi-family projects throughout theU.S. In April 2015, Mr. Burton expanded Confluent Holdings, L.L.C. and co-founded ConfluentDevelopment, L.L.C. in a merger with MVG, Inc., to form a diverse real estate investment anddevelopment platform with projects in various stages of development totaling $500 million. Mr. Burtonis a board member and President of both MVG, Inc. and Confluent Development, L.L.C. From March2011 to March 2014, Mr. Burton served as Senior Vice President and General Manager of OpusDevelopment Company L.L.C., an affiliate of The Opus Group, a real estate developer, or ‘‘Opus,’’where he was responsible for managing operations and seeking new development opportunities inDenver, Colorado and in the western region of the U.S. Prior to joining Opus, Mr. Burton founded theDenver office of McWhinney, a real estate development company, in February 2010. As Senior VicePresident of McWhinney, Mr. Burton oversaw operations for the commercial development team in theDenver metropolitan area and other strategic locations across the western U.S. Mr. Burton served asthe Senior Vice President of Opus Northwest, L.L.C., a full-service real estate developer, from May2009 through February 2010, and previously served as Vice President from October 2002 throughSeptember 2008 and in other capacities beginning in 1996. From September 2008 through June 2009,Mr. Burton served as Executive Vice President of Opus East, L.L.C., an interim position where he wascharged with restructuring and winding down operations of Opus East, L.L.C. Opus East, L.L.C. andcertain of its subsidiaries voluntarily filed for relief under Chapter 7 of the U.S. Bankruptcy Code in

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July 2009. Prior to joining Opus in 1996, Mr. Burton was co-founder of Denver Capital Corporation, amulti-bank community lending organization. Mr. Burton is a licensed Colorado Real Estate Broker andis active in many civic and real estate associations, including serving as Treasurer and President-elect ofthe National Association of Industrial and Office Properties and as an executive committee member ofthe Urban Land Institute. Mr. Burton received his Bachelor of Science in Business Administration fromthe University of Denver.

We believe that Mr. Burton’s qualifications to serve on our board of directors include his over20 years of experience overseeing the development, leasing, investment and management of commercialreal estate. This experience provides a valuable perspective on the commercial real estate industry.

Stanley A. Moore has served as an independent director of our board of directors since August2015. Mr. Moore also has served as an independent director on the board of directors of IPT sinceMarch 2013 and of IIT from February 2011 until November 2015. Mr. Moore also served as anindependent trustee on the board of trustees of DC Industrial Liquidating Trust from November 2015to December 2017. Mr. Moore is a Co-Founder and Chairman and the former Chief Executive Officerof Overton Moore Properties, or ‘‘OMP,’’ a leading commercial real estate development firm in LosAngeles County that develops, owns and manages office, industrial and mixed-use space. He served asChief Executive Officer of OMP from 1975 until January 2010 and has served as a director since 1972.Since its founding, OMP has developed and/or invested in over 30 million square feet of commercialspace in California. Mr. Moore served as a member of the board of directors of The MacerichCompany (NYSE: MAC), a leading owner, operator and developer of major retail properties, from1994 through May 2015. Mr. Moore is past President of the Southern California Chapter of theNational Association of Industrial and Office Parks, and is currently a board member of the EconomicResources Corporation of South Central Los Angeles. His many awards and citations include theHumanitarian of the Year awarded to him by the National Conference of Christians and Jews.

We believe that Mr. Moore’s qualifications to serve on our board of directors include his over36 years of experience as a Chief Executive Officer of a leading commercial real estate developmentfirm, his expertise in the areas of acquisitions, development and management of commercial real estate,and more specifically, industrial properties, his leadership experience with the National Association ofIndustrial and Office Parks, and his service on civic and private and public company boards.

John S. Hagestad has served as an independent director on our board of directors since August2015. Mr. Hagestad also has served as an independent director on the board of directors of IPT sinceSeptember 2015. Mr. Hagestad is Senior Managing Director and Co-Founder of SARES � REGISGroup, a vertically integrated real estate development services company focusing on both commercialand residential real estate. Mr. Hagestad has served in this role since 1993 and is responsible foroverseeing all of SARES � REGIS Group’s commercial activities which includes the development,investment and management divisions. Mr. Hagestad serves on SARES � REGIS Group’s ExecutiveManagement Committee which approves all property acquisitions and investment decisions andprovides strategic planning for the future. During his career, Mr. Hagestad has been responsible for theacquisition and development of over 85 million square feet of commercial, office and industrialproperty totaling more than $6 billion in value. In 1972, he joined the Koll Company as a VicePresident for project acquisition and development. Three years later he joined The Sammis Companyas a founding partner responsible for all matters of finance and administration, with emphasis onlender and partner relationships. In 1990, Mr. Hagestad became President and Chief Executive Officerof the SARES Company (the successor to The Sammis Company), where he was instrumental in itsmerger with The Regis Group to create the SARES � REGIS Group in 1993. Mr. Hagestad is aCertified Public Accountant and holds a bachelor’s degree in Business Administration and a master’sdegree in Finance from the University of Southern California. He is a past trustee of the Urban LandInstitute, a member of the Marshall School of Business Board of Leaders at the University of SouthernCalifornia, the UCI Center for Real Estate, The Fisher Center for Real Estate and Urban Economicsat UC Berkeley and the Real Estate Roundtable. He is also on the Board of Trustees / Directors forthe Cystinosis Research Foundation.

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We believe that Mr. Hagestad’s qualifications to serve on our board of directors include his over40 years of involvement in overseeing the development, acquisition and management of commercial,office and industrial real estate, in addition to his valuable accounting background. This experienceprovides a valuable perspective on the various facets of the real estate industry.

Charles B. Duke has served as an independent director of our board of directors since February2016. Mr. Duke has also served as an independent director on the board of directors of IPT sinceMarch 2013 and as an independent director on the board of directors of DPF since January 2006.Mr. Duke also served as an independent director on the board of directors of IIT from December 2009until November 2015 when IIT was sold. Mr. Duke is currently Founder and Chief Executive Officer ofTo-Table Inc. (‘‘To-Table’’), a retailer of specialty gourmet foods. Prior to founding To-Table inNovember 2014, Mr. Duke was involved in the management of two ink jet cartridge remanufacturersand aftermarket suppliers. Mr. Duke served as the Executive Vice President of IJR, Inc. in Phoenix,Arizona from October 2012 to July 2014 and as Founder, President and Chief Executive Officer ofLegacy Imaging, Inc., from 1996 through 2012. Mr. Duke has been active in entrepreneurial andgeneral business activities since 1980 and has held several executive and management roles throughouthis career, including Founder, President and Owner of Careyes Corporation, a private bank, registeredinvestment advisor and a member of the Financial Industry Regulatory Authority (‘‘FINRA’’) based inDenver, Colorado, Chief Financial Officer at Particle Measuring Systems, a global technology leader inthe environmental monitoring industry based in Boulder, Colorado, and Vice President of CommercialLoans at Colorado National Bank. Mr. Duke also spent four years with Kirkpatrick Pettis, theinvestment banking subsidiary of Mutual of Omaha, as Vice President of Corporate Finance, involvedprimarily in mergers and acquisitions, financing and valuation activities. Mr. Duke graduated fromHamilton College in 1980 with a Bachelor’s Degree in Economics and English.

Our board of directors has determined that Mr. Duke is the audit committee financial expert. Inthat role, we believe that Mr. Duke brings a unique perspective to the audit committee, as he is theonly audit committee member with investment banking experience. We believe Mr. Duke’squalifications to serve on our board of directors include his considerable business and financialexperience, including specifically his experience as founder and president of a private bank and asChief Financial Officer of a significant organization.

Thomas G. McGonagle has served as our Managing Director since May 2017, our Chief FinancialOfficer since November 2014 and our Treasurer from November 2014 to June 2018. Mr. McGonaglehas served as Managing Director of IPT since April 2017, Chief Financial Officer of IPT since January2013 and the Treasurer of IPT from January 2013 to March 2014. Mr. McGonagle also serves asManaging Director, Chief Financial Officer of BCIF since September 2017. He also served as the ChiefFinancial Officer of DC Industrial Liquidating Trust from November 2015 to December 2017.Mr. McGonagle also has served as Managing Director and Chief Financial Officer of BCIF sinceSeptember 2017. He also has served as Managing Director and Chief Financial Officer of BTC IIIsince March 2019. Mr. McGonagle also served as the Chief Financial Officer of IIT from March 2014until November 2015 when IIT was sold, and as the Chief Financial Officer and Treasurer of IIT fromMarch 2010 to March 2014. Prior to joining IIT, Mr. McGonagle consulted for several differentcorporate clients, including as Chairman of the board of directors of Pinnacle Gas Resources, Inc., anindependent energy company engaged in the acquisition, exploration and development of domesticonshore natural gas reserves (formerly listed on NASDAQ: PINN), from March 2009 until the sale ofthe company in January 2011. From March 2007 to December 2008, Mr. McGonagle was Senior VicePresident—Corporate Development at MacDermid, Incorporated, a global, specialty chemical company(formerly listed on NYSE: MRD). Mr. McGonagle was responsible for the marketing and sale of twoof MacDermid’s nine global business units, and also was instrumental in the restructuring of aEuropean manufacturing operation. Prior to joining MacDermid, from 2003 until 2006, Mr. McGonaglewas Senior Vice President and Chief Financial Officer of Vistar Corporation at the time a $3 billion

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food distribution company with 36 distribution and warehouse facilities located throughout the U.S. AtVistar, Mr. McGonagle was responsible for the finance department, including all accounting, reporting,tax, audit, banking and capital markets, and merger and acquisition activities. From 2001 to 2003,Mr. McGonagle was Managing Director and Co-Head of the U.S. Merchant Banking Group atBabcock & Brown LP in New York, which focused on advising on, and acquiring and developing, large-scale infrastructure assets and projects. Prior to joining Babcock & Brown, Mr. McGonagle was aManaging Director of the Financial Sponsors Group of Donaldson, Lufkin & Jenrette / Credit Suisse,which he joined in 1987. In this role, Mr. McGonagle was responsible for initiating and structuringnumerous principal investment transactions, debt and equity securities offerings, and mergers andacquisitions across many different industries. From December 2006 until the sale of the company inJuly 2012, Mr. McGonagle was a director and chairman of the audit committee of ConsolidatedContainer Company LLC, a private $750 million plastic packaging manufacturer with over 50manufacturing facilities located throughout the U.S. Mr. McGonagle received his B.A. in Economicsfrom Dartmouth College and M.B.A. from the Tuck School of Business at Dartmouth College.

Joshua J. Widoff has served as our Managing Director since May 2017, and as our Chief LegalOfficer and Secretary since June 2018. Mr. Widoff previously served as our General Counsel, Secretaryand Executive Vice President from November 2014 to May 2017. Mr. Widoff has served as ManagingDirector of IPT since April 2017, and as Chief Legal Officer and Secretary of IPT since June 2018.Mr. Widoff previously served as General Counsel, Secretary and as Executive Vice President fromSeptember 2012 to April 2017. Mr. Widoff also has served as Managing Director of DPF since April2017, and as Chief Legal Officer and Secretary of BCDPF since June 2018. Mr. Widoff previouslyserved as General Counsel, Secretary and Executive Vice President of DPF since 2010. Mr Widoff alsoserves as Managing Director and Chief Legal Officer of BCIF from June 2018 and as ManagingDirector, General Counsel and Secretary of BCIF from November 2017 to June 2018. He also hasserved as Managing Director, Chief Legal Officer and Secretary of BTC III since March 2019.Mr. Widoff also served as the Executive Vice President, Secretary and General Counsel of DCIndustrial Liquidating Trust from November 2015 to December 2017. Mr. Widoff also served asExecutive Vice President, Secretary and General Counsel of IIT from December 2013 until November2015, and served as Senior Vice President, Secretary and General Counsel of IIT from May 2009 toDecember 2013. He has also served as a Managing Director of BCG, a Denver based private equityreal estate firm, since September 2007, and as Chief Legal Officer of BCG since June 2018. Mr. Widoffalso served as Executive Vice President of Dividend Capital Group since 2010. Prior to joining BCG inSeptember 2007, Mr. Widoff was a partner from October 2002 to July 2007 at the law firm ofBrownstein Hyatt Farber Schreck, P.C., where he was active in the management of the firm, serving aschairman of both the firm’s Associate and Recruiting Committees and overseeing an integrated team ofattorneys and paralegals servicing clients primarily in the commercial real estate business. During morethan a dozen years of private practice, he managed transactions involving the acquisition, development,leasing, financing, and disposition of various real estate assets, including vacant land, apartment andoffice buildings, hotels, casinos, industrial/warehouse facilities, and shopping centers. He alsoparticipated in asset and stock acquisition transactions, convertible debt financings, private offerings,and complex joint venture negotiations. Mr. Widoff served as general business counsel on a variety ofcontract and operational issues to a wide range of clients in diverse businesses. Mr. Widoff currentlyserves as Chair and Commissioner for the Denver Urban Renewal Authority. Mr. Widoff received hisBachelor’s degree from Trinity University in Texas and his Juris Doctor degree from the University ofColorado School of Law.

Scott W. Recknor has served as our Managing Director, Head of Asset Management sinceSeptember 2017. Mr. Recknor also serves as Managing Director, Head of Asset Management of IPTsince September 2017 and Managing Director, Head of Asset Management for DPF since July 2017.Mr. Recknor also has served as Managing Director and Head of Asset Management of BCIF sinceNovember 2018. He also has served as Managing Director Head of Asset Management of BTC III

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since March 2019. He also served as Senior Vice President, Asset Management of IIT upon joiningBCG from November 2010 to November 2015. From 2005 through October 2010, Mr. Recknor servedas a Vice President for AMB Property Corporation (now ProLogis), a leading global owner, operatorand developer of industrial real estate, where he was responsible for leasing, capital expenditures,budgeting and re-forecasting and property management oversight in the greater Los Angeles area.From 2001 through 2004, Mr. Recknor was a District Manager for RREEF (Real Estate InvestmentManagers) where he managed three offices responsible for the leasing, property management, capitalexpenditure and budgeting and re-forecasting for a number of separate pension fund accounts. Prior toRREEF, Mr. Recknor was the West Region Real Estate Manager for the Goodyear Tire & RubberCompany where he was responsible for all operating aspects of Goodyear’s West Region real estateportfolio in six states (California, Hawaii, Nevada, Arizona, New Mexico and Texas). Prior to theGoodyear Tire & Rubber Company, Mr. Recknor was a real estate broker with The Seeley Company(now Colliers International) in the Los Angeles area. Mr. Recknor graduated from the University ofCalifornia (Irvine) and has previously served on the board of directors for NAIOP (SoCal) and hasbeen an affiliate member of SIOR (Los Angeles).

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THE ADVISOR AND THE ADVISORY AGREEMENT

General

We rely on the Advisor to manage our day-to-day activities and to implement our investmentstrategy. We, the Operating Partnership and the Advisor are parties to the Amended and RestatedAdvisory Agreement (2019), dated June 12, 2019 which we refer to herein as the ‘‘AdvisoryAgreement.’’ The Advisor performs its duties and responsibilities under the Advisory Agreement as afiduciary of the Company and our stockholders.

The Advisor

Under the terms of the Advisory Agreement, the Advisor will use commercially reasonable efforts,subject to the oversight, review and approval of our board of directors, to perform the following:

• Participate in formulating an investment strategy consistent with achieving our investmentobjectives;

• Manage and supervise the offering process;

• Assist our board of directors in developing, overseeing, implementing and coordinating ourmonthly NAV procedures;

• Provide information about our properties and other assets and liabilities to the IndependentValuation Firm and other parties involved in determining our monthly NAV;

• Research, identify, review and recommend for approval to our board of directors or InvestmentCommittee, as applicable, real property, debt and other investments and dispositions consistentwith our investment policies and objectives;

• Structure the terms and conditions of transactions pursuant to which acquisitions anddispositions of investments will be made;

• Actively oversee and manage our investment portfolio for purposes of meeting our investmentobjectives;

• Manage our day-to-day affairs, including financial accounting and reporting, investor relations,marketing, informational systems and other administrative services on our behalf;

• Select joint venture partners, structure corresponding agreements and oversee and monitor theserelationships;

• Arrange for financing and refinancing of our assets; and

• Recommend various Liquidity Events to our board of directors when appropriate.

The above summary is provided to illustrate the material functions which the Advisor will performfor us as our advisor and it is not intended to include all of the services which may be provided to usby the Advisor or by third parties engaged by the Advisor.

The key members of the Advisor’s management team include the following individuals:

Rajat DhandaDavid M. FazekasAndrea L. KarpBrian R. Lange

Thomas G. McGonagleDwight L. Merriman III

Lainie P. Minnick

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James R. MulvihillTaylor M. Paul

Scott W. RecknorScott A. Seager

Jeffrey W. TaylorPeter M. Vanderburg

J.R. WetzelJoshua J. WidoffEvan H. Zucker

For biographical information regarding Messrs. Dhanda, McGonagle, Merriman, Recknor, Taylor,Widoff and Zucker, see ‘‘Management—Directors and Executive Officers.’’

David M. Fazekas, age 46, serves as our Managing Director—Eastern Region. Mr. Fazekas has alsoserved as the Managing Director—Eastern Region for IPT since January 2013, and also served as theManaging Director—Eastern Region for DC Industrial Liquidating Trust from November 2015 toDecember 2017 upon liquidation, and IIT from March 2011 until November 2015. From 2008 throughSeptember 2010, Mr. Fazekas served as the Senior Vice President and Project Principal for PanattoniDevelopment Company Inc., a leading development company that leases and owns industrial, office andretail properties in more than 175 cities throughout the U.S., Canada and Europe. From 2007 to 2008,he was the Director of Acquisitions for ZAIS Group LLC, which during his tenure managed over$11 billion of assets across a wide spectrum of investment platforms. Prior to ZAIS, Mr. Fazekas spentsix years as the Director of Real Estate Acquisitions for RREEF Deutsche Bank, one of the largestreal estate investment advisors in the world. Early in his career, he served as the Vice President ofAcquisitions for Delma Properties, Inc. Mr. Fazekas holds a Bachelor’s degree in business andeconomics from Rutgers University and a Master’s degree in real estate from New York University. Healso is a member of the New York University Real Estate Alumni Association and the NationalAssociation of Industrial and Office Properties, or ‘‘NAIOP.’’

Andrea L. Karp, age 48, has responsibilities for due diligence and dispositions at the Advisor andhas served as our Managing Director, Head of Due Diligence since May 2017. Ms. Karp previouslyserved as our Senior Vice President of Real Estate from August 2012 to May 2017. Ms. Karp hasserved as Managing Director and Head of Real Estate Due Diligence and Dispositions of DPF sinceApril 2017 and previously served as Senior Vice President of Real Estate at DPF from May 2007 toApril 2017. Ms. Karp also served as Senior Vice President of Real Estate of IIT from August 2010 toNovember 2015, and has served as Senior Vice President of Real Estate for DPF since May 2007. From2006 to 2007, Ms. Karp was Vice President of Fremont Investment & Loan, a California-based bankwhere she was responsible for originating commercial loans. From 1997 through 2006, Ms. Karp servedas First Vice President of ProLogis. In this capacity, Ms. Karp was responsible for overseeing the AssetServices team, which handled all due diligence and underwriting activities of corporate mergers, jointventures, financings, acquisitions and dispositions with activity levels in excess of $6 billion per year.Ms. Karp holds a Bachelor’s Degree in Economics from the University of Colorado.

Brian R. Lange, age 41, serves as our Portfolio Manager. Mr. Lange has served as Vice Presidentof Financial Planning & Analysis of IPT since 2017 and as AVP of Financial Planning and Analysis forIIT from 2015 to 2017. Prior to joining BCG, Mr. Lange held various roles with Verde Realty, GECapital, and Equity Office Properties. Mr. Lange holds a Bachelor’s degree from Indiana Universityand a Master’s Degree in Business Administration from the University of Colorado.

Lainie P. Minnick, age 47, has served as our Managing Director, Head of Debt Capital Marketssince May 2017. Ms. Minnick also has served as Senior Portfolio Manager for DPF since December2019 and as Managing Director, Chief Financial Officer and Treasurer for DPF since April 30, 2018.Ms. Minnick served as Senior Vice President of Finance for IIT from August 2010 to November 2015;

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as Treasurer of IIT from March 2014 to November 2015; as Senior Vice President of Finance for IPTsince August 2012; as Treasurer for IPT since March 2014; as Senior Vice President of Finance forDPF since August 2010; and as Vice President of Finance for DPF from 2007 to August 2010.Ms. Minnick is primarily responsible for developing, executing and managing corporate and property-level financing and interest rate hedging strategies, managing lending relationships across DPF and IPT,and providing certain treasury management oversight and for our industrial platforms. Ms. Minnick hasoverseen the execution of over $10.0 billion of financings and associated interest rate hedging strategiesfor Black Creek affiliates, collectively, since 2007. From 2005 through 2007, Ms. Minnick was a ProjectExecutive for Urban Villages, Inc., a real estate development firm. From 1999 through 2004,Ms. Minnick worked for Goldman Sachs, most recently as a Vice President working exclusively with theWhitehall Funds, a series of global real estate opportunity funds. Based in both New York and London,Ms. Minnick was responsible for executing real estate-related financing transactions throughout theU.S. and Europe. Prior to joining Goldman Sachs, Ms. Minnick worked for the Archon Group, asubsidiary of Goldman Sachs, where she was responsible for real estate-related portfolio managementand loan asset management efforts. Ms. Minnick holds a Bachelor’s Degree in Business Administrationfrom Southern Methodist University and a Master’s Degree in Business Administration from theWharton School at the University of Pennsylvania.

James R. Mulvihill, age 55, serves as a manager of the Advisor. Mr. Mulvihill has served as adirector of DPF’s board of directors since October 2018, and was also appointed to the investmentcommittee of DPF’s board of directors. Mr. Mulvihill also serves as a manager of Black CreekDiversified Property Advisors LLC, the advisor to DPF, and a manager of Industrial PropertyAdvisors LLC, the advisor to IPT. Mr. Mulvihill also serves as a manager of Industrial IncomeAdvisors LLC, the former advisor to IIT. Mr. Mulvihill is a co-founder and managing partner of bothDividend Capital Group LLC and BCG. Mr. Mulvihill co-founded the first Black Creek affiliatedentities in 1991 with Mr. John A. Blumberg and Mr. Zucker, and co-founded Dividend Capital Groupin 2002 with Mr. Blumberg and Mr. Zucker. As of December 31, 2019, $21.1 billion in historicdevelopment and acquisition volume represents the total cost of real estate projects and loans securedby real estate acquired by BCG, its affiliates and indirect owners, including Mr. Mulvihill andMr. Zucker, from inception through December 31, 2019. Mr. Mulvihill was a co-founder and formerlyserved as a director of DCT Industrial Trust, formerly known as Dividend Capital Trust, a NYSE-listedindustrial REIT (NYSE: DCT). He is also a co-founder and former Chairman of the Board ofCorporate Properties of the Americas (CPA), one of the largest owners and developers of industrialproperties in Mexico. Mr. Mulvihill co-founded American Real Estate Investment Corp. (formerlyknown as Keystone Property Trust (NYSE: KTR)), which was an industrial, office and logistics REITand was acquired by ProLogis Trust (NYSE: PLD) in August 2004. Mr. Mulvihill served as itsChairman and as a director from 1993 through 1997 and as a director of Keystone Property Trust from1997 through 2001. Prior to 1991, Mr. Mulvihill served as Vice President of the Real Estate Bankingand Investment Banking Groups of Manufacturer’s Hanover and subsequently Chemical Bank, wherehis responsibilities included real estate syndication efforts, structured debt underwritings and leveragedbuyout real estate financings. Mr. Mulvihill holds a Bachelor’s degree in Political Science from StanfordUniversity.

Taylor M. Paul, age 40, has served as our Chief Accounting Officer since June 2018. Mr. Paul hasalso held various positions of growing responsibilities with DPF and Black Creek Diversified PropertyAdvisors LLC, the advisor to DPF, since DPF’s inception in 2006, including as DPF’s Vice Presidentand Controller from 2011 to 2015 and as DPF’s Senior Vice President and Controller from 2015 to2018. Mr. Paul’s responsibilities have included financial reporting, corporate and property accounting,financial planning and analysis and treasury management. In his current role, Mr. Paul oversees allaspects of our accounting and budgeting functions and certain treasury management and compliancefunctions. Prior to joining DPF, Mr. Paul was with KPMG LLP from 2003 to 2006 where he primarilyworked in the firm’s real estate practice for various clients which most notably included an S&P 500

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international real estate investment trust. Mr. Paul holds a Bachelor’s Degree in Accounting andSpanish from Southwestern University in Georgetown, Texas and holds an active CPA license in thestate of Colorado.

Scott A. Seager, age 39, has served as our Senior Vice President, Debt Capital Markets andTreasurer since February 2019. Prior thereto, Mr. Seager served as our and IPT’s Senior Vice President,Corporate Accounting and Controller from March 2018 to February 2019. Mr. Seager served as ourand IPT’s Vice President, Corporate Accounting and Controller from December 2017 to March 2018and as our and IPT’s Vice President, Corporate Accounting from February 2016 to December 2017. Hehas also served as Senior Vice President, Debt Capital Markets for DPF since February 2019. In hiscurrent role, Mr. Seager is responsible for sourcing debt financings, lender relationships, cashmanagement and managing liquidity for us. Mr. Seager has worked with BCG and related entities sinceJuly of 2012 in a variety of other accounting and finance roles as well. Mr. Seager has over 17 years ofcorporate finance experience including public company accounting, reporting, financial planning andanalysis, and debt capital markets. Prior to joining the Company, Mr. Seager worked most recently fora large publicly traded retailer, Collective Brands Inc., in various finance roles. Prior thereto,Mr. Seager was a Division Director for publicly traded Robert Half International and a senior auditorin public accounting for Ernst and Young. Mr. Seager is a CPA in the state of Kansas and graduatedmagna cum laude from Baker University.

Peter M. Vanderburg, age 63, has served as our Managing Director and Head of IndustrialDevelopment since February 2019. Prior thereto, Mr. Vanderburg served as our Senior Vice Presidentin charge of development in the Western Region and as our Vice President in charge of acquisitions inthe Western Region. Mr. Vanderburg also served as the Vice President in charge of acquisitions in theWestern Region of IPT since January 2013. Mr. Vanderburg served as the Senior Vice President of IITin charge of development in the Western Region from December 2013 to November 2015 and as theVice President of IIT in charge of acquisitions and development in the Western Region from March2011 to December 2013. From January 2001 to February 2011, Mr. Vanderburg served as Principal ofDevelopment and Construction at PGP Partners, Inc., a commercial real estate investment,development and management firm focusing on industrial and office real estate. During his career,Mr. Vanderburg has been responsible for the development of approximately 7.8 million square feet ofindustrial and office projects. Prior to joining PGP Partners in January 2001, Mr. Vanderburg spent12 years at Insignia/O’Donnell, where he held several positions, including Senior Vice President,Acquisition Manager, and Development Manager.

J.R. Wetzel, age 62, has served as our Managing Director—Western Region. Mr. Wetzel has servedas the Managing Director—Western Region of IIT from March 2011 until November 2015 and as theManaging Director—Western Region of IPT since January 2013. From November 2000 to February2011, Mr. Wetzel served as Managing Partner of PGP Partners Inc., a company he founded during histenure at PGP Partners. While at PGP Partners, Mr. Wetzel was responsible for the acquisition anddevelopment of more than $250 million of commercial real estate assets in California and Las Vegas.Prior to forming PGP Partners, from 1997 through 2000, Mr. Wetzel served as the Chief OperatingOfficer for Pacific Gulf Properties, a publicly traded REIT, where he was responsible for establishingtarget markets, including Seattle, Portland, Northern California, Los Angeles, Orange County, SanDiego, Phoenix and Las Vegas, for acquisitions and development of industrial and office projects. In2000, he was instrumental in directing the sale of Pacific Gulf Properties’ industrial portfolio, totaling13.5 million square feet, to RREEF, one of the world’s largest pension fund managers, and CalWest fora purchase price of $925 million. Prior to joining Pacific Gulf Properties in 1997, Mr. Wetzel served asthe Vice President of Acquisitions and Development for Industrial Development International (IDI),where he was instrumental in completing more than five million square feet of build-to-suits andspeculative industrial projects for nationally and internationally recognized customers. Prior to joiningIDI, Mr. Wetzel spent 11 years at Insignia/O’Donnell and was responsible for a portfolio of

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approximately 19 million square feet of industrial and office product throughout the western U.S.Mr. Wetzel received his B.A. in Economics from Claremont Men’s College and an M.B.A. in RealEstate Finance from the University of Southern California.

The Advisory Agreement

The current term of the Advisory Agreement ends June 12, 2020, subject to renewals by mutualconsent of the parties for an unlimited number of successive one-year periods. The independentdirectors will evaluate the performance of the Advisor before renewing the Advisory Agreement. Thecriteria used in such evaluation will be reflected in the minutes of such meeting. The AdvisoryAgreement may be terminated:

• Immediately by us for ‘‘cause’’ or upon a material breach of the Advisory Agreement by theAdvisor;

• Without cause or penalty by either the Advisor or a majority of our independent directors, ineach case upon 60 days’ written notice to the other party;

• With ‘‘good reason’’ by the Advisor upon 60 days’ written notice; or

• Immediately by us and/or the Operating Partnership in connection with a merger, sale of ourassets or transaction involving the Company pursuant to which a majority of our directors thenin office are replaced or removed.

‘‘Good reason’’ is defined in the Advisory Agreement to mean either any failure by us to obtain asatisfactory agreement from any successor to assume and agree to perform our obligations under theAdvisory Agreement or any uncured material breach of the Advisory Agreement of any naturewhatsoever by us that remains uncured for 30 days after written notice of such material breach hasbeen provided to us by the Advisor. If the Advisor wishes to terminate the Advisory Agreement for‘‘good reason,’’ the Advisor must provide us with 60 days’ written notice after we have failed to cure amaterial breach during the 30-day cure period described above. ‘‘Cause’’ is defined in the AdvisoryAgreement to mean fraud, criminal conduct or willful misconduct by the Advisor or a material breachof the Advisory Agreement by the Advisor, which has not been cured within 30 days of such breach.

In the event of the termination of the Advisory Agreement, the Advisor will cooperate with us andtake all reasonable steps requested to assist our board of directors in making an orderly transition ofthe advisory function. Before selecting a successor advisor, our board of directors must determine thatany successor advisor possesses sufficient qualifications to perform the advisory function and to justifythe compensation it would receive from us.

The Advisor expects to engage in other business activities and, as a result, its resources will not bededicated exclusively to our business. However, pursuant to the Advisory Agreement, the key personnelof the Advisor must devote sufficient resources to our business operations to permit the Advisor todischarge its obligations. The Advisor may assign the Advisory Agreement to an affiliate upon approvalof a majority of our independent directors. The Advisor may not make any acquisitions or dispositionsof real estate-related investments or develop any properties, without the prior approval of the majorityof our Investment Committee or our board of directors, including a majority of the independentdirectors, as the case may be. The actual terms and conditions of transactions involving our investmentsshall be determined in the sole discretion of the Advisor, subject, as applicable, to board andInvestment Committee approval.

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Advisory Fee and Expense Reimbursements

As compensation for asset management services the Advisor provides to us pursuant to theAdvisory Agreement, we pay the Advisor an advisory fee with a fixed component, payable monthly inarrears.

The fixed component of the advisory fee will consist of (i) a monthly fee of 1/12th of 0.80% of theaggregate cost (including debt, whether borrowed or assumed, and before non-cash reserves,depreciation and amortization expenses) of each real property asset within our portfolio (or ourproportional interest therein with respect to real property held in joint ventures, co-ownershiparrangements or real estate-related entities in which we own a majority economic interest or that weconsolidate for financial reporting purposes in accordance with GAAP); provided, that the fixedcomponent of the advisory fee with respect to each real property asset located outside the U.S. that weown, directly or indirectly, will be 1/12th of 1.20% of the aggregate cost (including debt, whetherborrowed or assumed, and before non-cash reserves, depreciation and amortization expenses) of suchreal property asset, (ii) a monthly fee of one-twelfth of 0.80% of the aggregate cost or investment ofany interest in any other real estate-related entity or any type of debt investment or other investment,and (iii) with respect to a disposition, a fee equal to 1.0% of the total consideration paid in connectionwith the disposition or gross market capitalization (including debt) of the company upon the occurrenceof a listing, calculated in accordance with the terms of the Advisory Agreement. The term ‘‘disposition’’shall include (a) a sale of one or more assets, (b) a sale of one or more assets effectuated eitherdirectly or indirectly through the sale of any entity owning such assets, including, without limitation, usor the Operating Partnership, (c) a sale, merger, or other transaction in which the stockholders eitherreceive, or have the option to receive, cash, securities redeemable for cash, and/or securities of apublicly traded company, or (d) a listing of our common stock on a national securities exchange.

In consideration for the asset management services the Advisor provides on our behalf, we alsopay the Sponsor, in its capacity as holder of the Special Units, a performance based amount in theform of an allocation and distribution as an additional component of the advisory fee. This amount willbe paid to the Sponsor, so long as the Advisory Agreement has not been terminated, as a performanceparticipation interest with respect to the Special Units or, at the election of the Sponsor, all or aportion of this amount will be paid instead to the Advisor as a fee. If the Sponsor elects to have thePerformance Component paid instead to the Advisor as a fee, the Sponsor has the discretion to makethis election with respect to all or any portion of the performance component of the advisory fee for aparticular year. This performance component of the advisory fee is calculated as the lesser of (1) 12.5%of (a) the annual total return amount less (b) any loss carryforward, and (2) the amount equal to(x) the annual total return amount, less (y) any loss carryforward, less (z) the amount needed toachieve an annual total return amount equal to 5% of the NAV per Fund Interest at the beginning ofsuch year. The foregoing calculations are calculated on a per Fund Interest basis and multiplied by theweighted average Fund Interests outstanding during the year. In no event will the performancecomponent of the advisory fee be less than zero.

Accordingly, if the annual total return amount exceeds the Hurdle Amount plus the amount of anyloss carryforward, then the Sponsor or the Advisor, as applicable, will earn a performance componentequal to 100% of such excess, but limited to 12.5% of the annual total return amount that is in excessof the loss carryforward.

The ‘‘annual total return amount’’ referred to above means all distributions paid or accrued perFund Interest plus any change in NAV per Fund Interest since the end of the prior calendar year,adjusted to exclude the negative impact on annual total return resulting from our payment orobligation to pay, or distribute, as applicable, the performance component of the advisory fee as well asongoing distribution fees (i.e., our ongoing class-specific fees). If the performance component is beingcalculated with respect to a year in which we complete a Liquidity Event, for purposes of determining

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the annual total return amount, the change in NAV per Fund Interest will be deemed to equal thedifference between the NAV per Fund Interest as of the end of the prior calendar year and the valueper Fund Interest determined in connection with such Liquidity Event. In connection with a listing ofshares of our common stock on a national securities exchange, for purposes of determining the annualtotal return amount, the change in NAV per Fund Interest will be deemed to equal the differencebetween the NAV per Fund Interest as of the end of the prior calendar year and an amount equal tothe market value of the listed shares based upon the average closing price or, if the average closingprice is not available, the average of the bid and asked prices, for the 30-day period beginning 90 daysafter such listing. Upon a Liquidity Event other than a listing, for purposes of determining the annualtotal return amount, the change in NAV per Fund Interest will be deemed to equal the differencebetween the NAV per Fund Interest as of the end of the prior calendar year and an amount equal tothe consideration per Fund Interest received by holders of Fund Interests in connection with suchLiquidity Event.

The measurement of the change in NAV per Fund Interest for the purpose of calculating theannual total return amount is subject to adjustment by our board of directors to account for anydividend, split, recapitalization or any other similar change in the Operating Partnership’s capitalstructure or any distributions that our board of directors deems to be a return of capital if suchchanges are not already reflected in the Operating Partnership’s net assets.

The ‘‘loss carryforward’’ referred to above will track any negative annual total return amounts fromprior years and offset the positive annual total return amount for purposes of the calculation of theperformance component of the advisory fee. The loss carryforward is zero as of the date of thisprospectus.

As a result of the manner in which the performance component is calculated, as described above,the performance component is not directly tied to the performance of the shares you purchase, theclass of shares you purchase, or the time period during which you own your shares. The performancecomponent may be payable to the Advisor or the Sponsor even if the NAV of your shares at the timethe performance component is calculated is below your purchase price, and the thresholds at whichincreases in NAV count towards the overall return to the holders of Fund Interests are not based onyour purchase price. Because of the class-specific allocations of the ongoing distribution fee, whichdiffer among classes, we do not expect the overall return of each class of Fund Interests to ever be thesame. However, if and when the performance component of the advisory fee is payable, the expensewill be allocated among all holders of Fund Interests ratably according to the NAV of their units orshares, regardless of the different returns achieved by different classes of Fund Interests during theyear. Further, stockholders who redeem their shares during a given year may redeem their shares at alower NAV per share as a result of an accrual for the estimated performance component of theadvisory fee, even if no performance component is ultimately payable to the Advisor for all or anyportion of such calendar year. In addition, if the Sponsor or the Advisor earns the performancecomponent of the advisory fee in any given year, neither of them will be obligated to return anyportion of advisory fees previously paid based on our subsequent performance.

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The fixed component and the performance component of the advisory fee will accrue monthly. Thefixed component is payable monthly in arrears; provided that, with respect to a disposition, the fixedcomponent is payable upon the occurrence of a listing of shares of our common stock on a nationalsecurities exchange or other disposition. The performance component of the advisory fee with respectto any calendar year is payable after the completion of the calculation of our NAV for December ofsuch year. The fixed component shall be payable for each month in which the Advisory Agreement is ineffect, even if the Advisory Agreement is in effect for a partial month. The performance componentwill be payable for each calendar year in which the Advisory Agreement is in effect, even if theAdvisory Agreement is in effect for a partial year. The performance component of the advisory feebegan to be calculated and accrued from and after the Company’s determination of the initial NAV pershare. In the event the Advisory Agreement is terminated or its term expires without renewal, thepartial period fixed component and performance component of the advisory fee will be due andpayable upon the termination date. In such event, for purposes of determining the annual total returnamount, the change in NAV per Fund Interest will be determined based on a good faith estimate ofwhat our NAV per Fund Interest would be as of that date (if our NAV had been calculated inaccordance with our valuation policy); provided, that, if the Advisory Agreement is terminated withrespect to a Liquidity Event, the performance component will be due and payable in connection withsuch Liquidity Event and the annual total return amount will be calculated as set forth above withrespect to a year in which we complete a Liquidity Event. In addition, in the event the OperatingPartnership commences a liquidation of its investments during any calendar year, the Sponsor or theAdvisor, as applicable, will be paid the advisory fee from the proceeds of the liquidation and theperformance component will be calculated at the end of the liquidation period prior to the distributionof the liquidation proceeds to the holders of OP Units. If the fixed component or the performancecomponent of the advisory fee is payable with respect to any partial month or partial calendar year,then the fixed component will be prorated based on the number of days elapsed during any partialcalendar month, and the performance component will be calculated based on the annualized totalreturn amount determined using the total return achieved for the period of such partial calendar year.

If the Sponsor does not elect on or before the first day of a calendar year to have it paid as a feeto the Advisor, then the performance component of the advisory fee will be paid as a distribution onthe performance participation interest to the Sponsor, as the holder of the Special Units. In such case,the performance component of the advisory fee will be payable in cash or Class I OP Units, at theelection of the Sponsor. If the Sponsor elects to receive such distributions in Class I OP Units, thenumber of Class I OP Units to be issued to the Sponsor will be determined by dividing an amountequal to the value of the performance component of the advisory fee by the NAV per Class I OP Unit.The Sponsor may request the Operating Partnership to repurchase such OP Units from the Sponsor ata later date. Any such repurchase requests will not be subject to any early redemption deduction underour share redemption program. In the event the performance component of the advisory fee is paid incash to the Sponsor as an allocation and distribution in its capacity as holder of the Special Units, suchamount will not be deductible to the Operating Partnership although it will reduce the cash availablefor distribution to other OP Unitholders.

Subject to certain limitations, we reimburse or otherwise pay the Advisor for all of the costs itincurs in connection with the services it provides to us, including, but not limited to:

• organization and offering expenses of our public offerings, including legal, accounting, printingand other offering expenses, as well as distribution-related costs and expenses of the DealerManager and participating broker dealers, including bona-fide due diligence expenses;

• acquisition expenses incurred in connection with the selection, acquisition, development ororigination of our investments, whether or not such investments are acquired;

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• the actual cost of goods and services used by us and obtained from persons unaffiliated with theAdvisor, other than acquisition expenses, including brokerage fees paid in connection with thepurchase and sale of our investments;

• interest and other costs for borrowed money, including discounts, points and other similar fees;

• taxes and assessments on our income or the income of our properties and any other taxesimposed on us;

• costs associated with insurance required in connection with our business or by our officers anddirectors;

• expenses of managing and operating of our investments, whether payable to an affiliate or athird party;

• expenses in connection with the compensation of our directors, meetings of our board ofdirectors, and our stockholder meetings;

• expenses associated with a listing of our shares on a national securities exchange or the receiptby our stockholders of securities that are listed on a national securities exchange in exchange forour shares, if applicable;

• expenses in connection with our payment of distributions in cash or otherwise to ourstockholders;

• expenses in connection with our organization, conversion or termination or the amendment ormodification of our charter;

• expenses in connection with stockholder communications, including the cost of preparing,printing, and mailing annual reports and other stockholder reports and proxy statements;

• personnel and related employment costs and overhead (including, but not limited to, allocatedrent paid to both third parties and an affiliate of the Advisor, equipment, utilities, insurance,travel and entertainment, and other costs) incurred by the Advisor or its affiliates in performingthe services under the Advisory Agreement, including, but not limited to, total compensation,benefits and other overhead of all employees involved in the performance of such services,including the compensation payable to our principal executive officer and our principal financialofficer; provided, however, that we will not reimburse the Advisor or its affiliates for costs ofpersonnel to the extent that such personnel perform services for which the Advisor receives aseparate fee;

• audit, accounting and legal fees and other fees for professional services relating to ouroperations and all such fees incurred at the request, or on behalf of, the independent directorsor any committee of the board;

• out-of-pocket costs for the Corporation to comply with all applicable laws, regulations andordinances; and

• any other expenses incurred by the Advisor in performing its duties under the AdvisoryAgreement.

The Advisor advanced all of our organization and offering expenses on our behalf, excludingupfront selling commissions, dealer manager fees and distribution fees, through December 31, 2019. Webegan reimbursing the Advisor for all such advanced expenses ratably over the 60 months followingDecember 31, 2019. On January 1, 2020, we began reimbursing the Advisor for any organization andoffering expenses that it incurs on our behalf as and when incurred. After the termination of theprimary offering and again after termination of the offering under our distribution reinvestment plan,the Advisor has agreed to reimburse us to the extent that the organization and offering expenses that

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we have incurred exceed 15% of our gross proceeds from the applicable offering. Any organization andoffering expenses reimbursed by us which are deemed underwriting compensation will be subject to the10% limit on underwriting compensation imposed by FINRA.

In addition, until December 31, 2019, the Advisor deferred reimbursement of all or a portion ofacquisition expenses incurred or paid on our behalf if, in a given month, the reimbursement ofacquisition expenses to the Advisor would cause the NAV per share to be lower than the lesser of$10.00 or the NAV per share calculated for the prior month, which we refer to as a shortfall. If thereimbursement resulted in a shortfall, then the Advisor deferred reimbursement of acquisition expensesin the amount necessary to prevent a shortfall for such month. The Advisor will be reimbursed for anysuch unreimbursed acquisition expenses ratably over the eighteen months following December 31, 2019.

In lieu of cash, the Advisor may elect to receive the payment of its fees and the reimbursement ofits expenses in shares of our common stock or OP Units, in any class of its choice. Any such shares orOP Units will be valued at the NAV per share or OP Unit applicable to such shares or OP Units onthe issue date. Such shares will not be subject to the Early Redemption Deduction under our shareredemption program. The Operating Partnership will repurchase any such OP Units for cash unless ourboard of directors determines that any such repurchase for cash would be prohibited by applicable lawor our charter, in which case such OP Units will be repurchased for shares of our common stock withan equivalent aggregate NAV.

Following the termination of the Advisory Agreement, in addition to other amounts payable to theAdvisor, the Advisor will be entitled to receive, subject to limitations on repayment set forth in ourcharter, all unpaid reimbursements of expenses, including any acquisition expenses that have not yetbeen reimbursed due to the Advisor’s agreement to defer reimbursement as described above and anyorganization and offering expenses that have not been reimbursed due to the Advisor’s agreement toadvance such expenses as described above. We will not reimburse the Advisor or its affiliates forservices for which the Advisor or its affiliates are entitled to compensation in the form of a separatefee.

The Advisor must reimburse us at least annually for reimbursements paid to the Advisor in anyyear to the extent that such reimbursements to the Advisor cause our annual operating expenses toexceed the greater of (i) 2% of our average invested assets, which generally consists of the average ofthe aggregate book value of our assets before reserves for depreciation, bad debts and other non-cashreserves, computed by taking the average of such values as the end of each month during such period,or (ii) 25% of our net income, which is defined as our total revenues less total expenses for any givenperiod excluding additions to reserves for depreciation, bad debts and other non-cash reserves, andexcluding any gain from the sale of our assets. Such operating expenses will be calculated in accordancewith GAAP (if it is still applicable under the then current accounting standards) and will include, butwill not be limited to, items such as legal, accounting and auditing, advisory fees, transfer agent costs,D&O insurance, board of directors fees and related expenses, and expenses related to compliance withSarbanes Oxley. Such operating expenses will not include (a) the expenses of raising capital such asorganization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registrationand other fees, printing and other such expenses, and tax incurred in connection with the issuance,distribution, transfer and registration of our shares; (b) interest payments; (c) taxes; (d) non-cashexpenditures such as depreciation, amortization and bad debt reserves; (e) incentive fees paid incompliance with the Statement of Policy; (f) acquisition fees, acquisition expenses, real estatecommissions on the sale of property and other fees and expenses connected with the acquisition,disposition, management and ownership of real estate interests, mortgage loans or other property(including the costs of foreclosure, insurance premiums, legal services, maintenance, repair andimprovement of property); and (g) distributions with respect to interests in the Operating Partnership.

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The independent directors have the fiduciary responsibility of limiting operating expenses toamounts that do not exceed the limits described above, unless they determine that the excess expenseswere justified based on unusual and nonrecurring factors which they deem sufficient, in which case theAdvisor may be reimbursed for the full amount of the excess expenses. Within 60 days after the end ofany of our fiscal quarters for which total operating expenses for the 12 months then ended exceed thelimitation, there shall be sent to the stockholders a written disclosure, together with an explanation ofthe factors the independent directors considered in arriving at the conclusion that the excess expenseswere justified.

The Advisor and its affiliates are paid fees in connection with services they provide to us. TheAdvisor may also, directly or indirectly (including, without limitation, through us or our subsidiaries),receive fees from our joint venture partners and co-owners of our properties for services provided tothem with respect to their proportionate interests. Fees received from joint venture partners orco-owners of our properties and paid, directly or indirectly (including, without limitation, through us orour subsidiaries), to the Advisor may be more or less than similar fees that we pay to the Advisorpursuant to the Advisory Agreement. In the event the Advisory Agreement is terminated, the Advisorwill be paid all accrued and unpaid fees and expense reimbursements earned prior to the date oftermination. We will not reimburse the Advisor or its affiliates for services for which the Advisor or itsaffiliates are entitled to compensation in the form of a separate fee. See ‘‘Management Compensation’’for a description of the compensation paid to the Advisor and its affiliates.

The Advisor may enter into arrangements with affiliates and other related entities that havespecialized expertise in specific areas of real property, securities or debt investments to assist theAdvisor in connection with identifying, evaluating and recommending potential investments, performingdue diligence, negotiating purchases and managing our assets on a day-to-day basis. In such event, theAdvisor generally shall pay these entities out of the compensation the Advisor receives from us. Inaddition, we may determine to retain the services of certain affiliated or unaffiliated entities that havespecialized expertise, in lieu of having the Advisor either provide these services or retain the services ofother entities on our behalf, and in such instances we shall pay an amount that is usual and customaryfor comparable services.

Performance Component Calculation Example

The following example illustrates how we would calculate the performance component of theadvisory fee at the end of each year based on the assumptions set forth in rows A through G and I ofthe table below. All amounts are with respect to the Fund Interests outstanding at year end. Per Fund

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Interest amounts are rounded to the nearest $0.01 in the following table. Actual results may differmaterially from the following example.

A. Beginning NAV per Fund Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10.00B. Distributions paid or accrued per Fund Interest, before the negative impact of

ongoing distribution fees (i.e. our ongoing class-specific fees) . . . . . . . . . . . . . . . . $ 0.55C. Change in NAV per Fund Interest, adjusted to remove the negative impact of our

payment or obligation to pay the performance component of the advisory fee . . . . $ 0.20D. Annual total return amount per Fund Interest, adjusted to remove the negative

impact resulting from our payment or obligation to pay the performancecomponent of the advisory fee as well as ongoing distribution fees (i.e. ourongoing class-specific fees) (B plus C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.75

E. Hurdle Amount per Fund Interest(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.50F. Loss carryforward amount per Fund Interest(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . —G. Hurdle Amount per Fund Interest plus loss carryforward per Fund Interest

(E plus F) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.50H. Performance component of the advisory fee is earned because the annual total

return amount per Fund Interest (D) is greater than the Hurdle Amount plus theloss carryforward per Fund Interest (G). The performance component of theadvisory fee per Fund Interest is equal to 12.5% of the annual total returnamount per Fund Interest (D) less the loss carry forward amount per FundInterest (F)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.09

I. Weighted-average total Fund Interests outstanding for the year . . . . . . . . . . . . . . . . 15,000,000J. Performance component of the advisory fee (H multiplied by I) . . . . . . . . . . . . . . . $ 1,350,000

(1) The Hurdle Amount per Fund Interest for any period is the amount that results in an annual totalreturn amount equal to 5% of the NAV per Fund Interest at the beginning of the period, wherethe annual total return amount is adjusted to remove the negative impact resulting from ourpayment or obligation to pay, or distribute, as applicable, the performance component of theadvisory fee as well as ongoing distribution fees (i.e. our ongoing class-specific fees).

(2) The loss carryforward per Fund Interest will track any negative annual total return amount perFund Interest from prior years and offset the positive annual total return amount per FundInterest for purposes of the calculation of the performance component of the advisory fee perFund Interest. The loss carryforward per Fund Interest is zero as of the date of this prospectus.

(3) The performance component of the advisory fee per Fund Interest is equal to the lesser of(a) 12.5% of (i) the annual total return amount per Fund Interest (D) less (ii) any losscarryforward per Fund Interest (F), and (b) the amount equal to (i) the annual total returnamount per Fund Interest (D), less (ii) the Hurdle Amount per Fund Interest (E), less (iii) anyloss carryforward per Fund Interest (F). In the example above, the calculation described inclause (a) of the preceding sentence results in an amount equal to $0.09 per Fund Interest, whichis less than the $0.25 per Fund Interest that results from the calculation described in clause (b) ofthe preceding sentence. Accordingly, the performance component of the advisory fee in theexample above is equal to $0.09 per Fund Interest, or 12.5% of the annual total return amount perFund Interest (D) less the loss carryforward per Fund Interest (F). In no event will theperformance component of the advisory fee be less than zero.

Holdings of Shares of Common Stock, OP Units and Special Units

In connection with our formation and prior to the commencement of our initial public offering,the Advisor purchased 20,000 shares of our Class I common stock for which it paid $200,000. The

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Advisor may not sell its initial investment in 20,000 shares of our Class I common stock during theperiod it serves as our advisor, but may transfer such shares to its affiliates. We are the sole generalpartner of the Operating Partnership. We contributed $200,000 received from the Advisor to theOperating Partnership in exchange for 20,000 OP Units. The Sponsor owns all of the Special Units, forwhich it contributed $1,000.

As described above under ‘‘—Advisory Fee and Expense Reimbursements,’’ so long as theAdvisory Agreement has not been terminated, the performance component of the advisory fee will bepaid in the form of an allocation and distribution to the Sponsor in its capacity as the holder of theSpecial OP Units or, at the election of the Sponsor, all or a portion of this amount will be paid insteadto the Advisor in the form of a fee, as described in the Advisory Agreement. In January 2019, weissued 71,872 Class I OP Units to the Sponsor as payment for the 2018 performance component of theadvisory fee and in February 2020, we issued 289,074 Class I OP Units to the Sponsor as payment forthe 2019 performance component of the advisory fee. Subsequent to each issuance, the Sponsor made apro rata distribution of these Class I OP Units to its members, resulting in Mr. Zucker owning 120,316OP Units as of March 31, 2020.

The resale of any shares by our affiliates is subject to the provisions of Rule 144 promulgatedunder the Securities Act, which rule limits the number of shares that may be sold at any one time andthe manner of such resale. See ‘‘Description of Capital Stock’’ for a more detailed description of theresale restrictions.

Affiliated and Related Companies

Dealer Manager

The Dealer Manager is a member firm of FINRA. The Dealer Manager was organized inDecember 2001 for the purpose of participating in and facilitating the distribution of securities ofSponsor affiliated entities and related parties. The Dealer Manager will provide certain sales,promotional and marketing services to us in connection with the distribution of the shares of commonstock offered pursuant to this prospectus. See ‘‘Management Compensation’’ and ‘‘Plan of Distribution’’for a description of the compensation we will pay to the Dealer Manager.

Fees from Other Services

We may retain certain of the Advisor’s affiliates, from time to time, for services relating to ourinvestments or our operations, which may include property management services, leasing services,corporate services, statutory services, transaction support services (including but not limited tocoordinating with brokers, lawyers, accountants and other advisors, assembling relevant information,conducting financial and market analyses, and coordinating closing procedures), construction anddevelopment management, and loan management and servicing, and within one or more suchcategories, providing services in respect of asset and/or investment administration, accounting,technology, tax preparation, finance (including but not limited to budget preparation and preparationand maintenance of corporate models), treasury, operational coordination, risk management, insuranceplacement, human resources, legal and compliance, valuation and reporting-related services, as well asservices related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capitalmarkets/credit origination, property, title and/or other types of insurance, management consulting andother similar operational matters. Any fees paid to the Advisor’s affiliates for any such services will notreduce the advisory fees. Any such arrangements will be at market rates or reimbursement of costs.

Management Decisions of the Advisor

Messrs. Dhanda, Fazekas, McGonagle, Lange, Merriman, Mulvihill, Paul, Recknor, Seager, Taylor,Vanderburg, Wetzel, Widoff, and Zucker and Mss. Karp and Minnick will have primary responsibilityfor management decisions of the Advisor, including the selection of investments to be recommended toour board of directors, the negotiations in connection with these investments and the propertymanagement and leasing of real properties.

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MANAGEMENT COMPENSATION

The Advisory Agreement provides that the Advisor will assume principal responsibility formanaging our affairs and we compensate the Advisor for these services. We do not compensate ourofficers. The Advisor, through an affiliate, compensates our officers who also serve as officers of theAdvisor and of other affiliates. Our officers also may receive additional compensation in the form ofindirect equity interests in the Sponsor.

The following table summarizes and discloses all of the compensation and fees, includingreimbursement of expenses, to be paid by us to the Advisor, the Dealer Manager and their affiliates.The estimated maximum amount that we may pay with respect to such compensation, fees andreimbursement of expenses is also set forth below and is presented based on the assumptions that(i) we sell the maximum offering amount, (ii) the maximum amount of commissions and fees are paidfor each primary offering share, and (iii) there is no reallocation of shares between our primaryoffering and our distribution reinvestment plan. The allocation of amounts between the Class T shares,Class W shares and Class I shares assumes that 75% of the shares of common stock sold in the primaryoffering are Class T shares, 15% are Class W shares and 10% are Class W shares. We have assumedwhat percentage of shares of each class will be sold based on discussions with the Dealer Manager andbroker dealers, but there can be no assurance as to how many shares of each class will be sold. TheSponsor, which owns the Advisor, is presently directly or indirectly majority owned by the Principalsand the Sponsor and the Advisor are jointly controlled by the Principals. The Dealer Manager, ispresently directly or indirectly majority owned, controlled and/or managed by the Principals. A majorityof our board of directors, including a majority of the independent directors, will determine, from timeto time but at least annually, that (i) the total fees and expenses paid to the Advisor are reasonable inlight of our investment performance, net assets, net income, and the fees and expenses of othercomparable unaffiliated REITs, and (ii) the compensation paid to the Advisor is reasonable in relationto the nature and quality of services performed and that such compensation is within the limitsprescribed by this prospectus. Each such determination will be reflected in the minutes of the meetingof our board of directors. A majority of our board of directors, including a majority of the independentdirectors, will also supervise the performance of the Advisor to determine that the provisions of theAdvisory Agreement are carried out.

Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

Upfront Selling Commissions The Dealer Manager will be entitled to receive Actual amounts will depend on the number ofand Dealer Manager upfront selling commissions of up to 2.0%, and Class T shares sold and the offering price forFees(1)—the Dealer Manager dealer manager fees of up to 2.5%, of the each Class T share.

offering price of Class T shares sold in theUpfront selling commissions will equalprimary offering, however such amounts mayapproximately $22,500,000 and upfront dealervary at certain participating broker dealersmanager fees will equal approximatelyprovided that the sum will not exceed 4.5% of$28,125,000 million, applying the assumptionsthe offering price. The Dealer Managerset forth above and assuming that the offeringanticipates that all or a portion of the upfrontprice of each of our Class T shares remainsselling commissions and dealer manager feesconstant at $10.5387 per share, which is thewill be retained by, or reallowed (paid) to,offering price per Class T share forparticipating broker dealers.subscriptions to be accepted as of May 1, 2020.

No upfront selling commissions or dealer The offering price will vary.manager fees will be paid with respect topurchases of Class W shares, Class I shares orshares of any class sold pursuant to ourdistribution reinvestment plan.

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Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

Distribution Fee(2)—the Dealer Subject to FINRA limitations on underwriting Actual amounts will depend upon the numberManager compensation, we will pay the Dealer Manager of shares of each class outstanding, our

distribution fees that accrue monthly and are monthly NAV, and when shares arecalculated on outstanding Class T shares and outstanding, and, therefore, cannot beClass W shares sold in the primary offering in determined at this time.an amount equal to 1.0% per annum and

The distribution fees with respect to shares sold0.50% per annum, respectively, of the NAV perin this offering will equal $64,125,000 if we sellClass T share or Class W share, respectively. Inthe maximum offering amount, applying thecalculating our distribution fees, we will use ourassumptions set forth above and assuming amost recently disclosed monthly NAV beforeconstant NAV of $10.0645 per share, which isgiving effect to the monthly distribution fee orour NAV per share as of March 31, 2020. Ourdistributions on our shares.NAV per share will vary.

The distribution fee will be payable monthly inarrears and will be paid on a continuous basisfrom year to year. The Dealer Manager willreallow (pay) the distribution fees toparticipating broker dealers and broker dealersservicing accounts of investors who own Class Tshares and/or Class W shares, referred to asservicing broker dealers. We do not pay annualdistribution fees with respect to Class I shares,shares sold under our distribution reinvestmentplan or shares received as stock dividends,although the amount of the annual distributionfee payable with respect to Class T shares andClass W shares sold in our primary offering willbe allocated among all Class T shares andClass W shares, respectively, including thosesold under our distribution reinvestment planand those received as stock dividends.

We will cease paying the distribution fees withrespect to individual Class T and Class Wshares when they are no longer outstanding,including as a result of conversion to Class Ishares. Each Class T or Class W share heldwithin a stockholder’s account shallautomatically and without any action on thepart of the holder thereof convert into anumber of Class I shares at the ApplicableConversion Rate on the earliest of (i) a listingof any shares of our common stock on anational securities exchange, (ii) our merger orconsolidation with or into another entity, or thesale or other disposition of all or substantiallyall of our assets and (iii) the end of the monthin which the Dealer Manager, in conjunctionwith our transfer agent, determines that thetotal upfront selling commissions, upfrontdealer manager fees and ongoing distributionfees paid with respect to all shares of such classheld by such stockholder within such account(including shares purchased through adistribution reinvestment plan or received asstock dividends) equals or exceeds 8.5% of theaggregate purchase price of all shares of suchclass held by such stockholder within suchaccount and purchased in a primary offering(i.e., an offering other than a distributionreinvestment plan). We cannot predict if orwhen this will occur.

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Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

In addition, after termination of a primaryoffering registered under the Securities Act,each Class T or Class W share (i) sold in thatprimary offering, (ii) sold under a distributionreinvestment plan, and (iii) received as a stockdividend with respect to such shares sold insuch primary offering or distributionreinvestment plan, shall automatically andwithout any action on the part of the holderthereof convert into a number of Class I sharesat the Applicable Conversion Rate, at the endof the month in which we, with the assistanceof the Dealer Manager, determine that allunderwriting compensation paid or incurredwith respect to the primary offering covered bythat registration statement from all sources,determined pursuant to the rules and guidanceof FINRA, would be in excess of 10% of theaggregate purchase price of all shares sold forour account through that primary offering. See‘‘Description of Capital Stock—CommonStock’’ for additional information, including adescription of the Applicable Conversion Rate.

Organization and Offering The Advisor advanced all of our organization We estimate our organization and offeringExpense Reimbursement(3)— and offering expenses on our behalf, including expenses to be approximately $21,875,000 if wethe Advisor or its affiliates, expenses that are deemed issuer costs and sell the maximum offering amount.including the Dealer Manager certain expenses that are deemed underwriting

compensation, such as legal, accounting,printing, mailing and filing fees and expenses,bona fide due diligence expenses ofparticipating broker dealers and investmentadvisers supported by detailed and itemizedinvoices, costs in connection with preparingsales materials, design and website expenses,fees and expenses of our escrow agent andtransfer agent, fees to attend retail seminarssponsored by participating broker dealers,compensation of certain registered employeesof the Dealer Manager, reimbursements forcustomary travel, lodging, meals and reasonableentertainment expenses and other actual costsof registered persons associated with theDealer Manager incurred in the performanceof wholesaling activities, but excluding upfrontselling commissions, dealer manager fees anddistribution fees, through December 31, 2019.We began reimbursing the Advisor for all suchadvanced expenses ratably over the 60 monthsfollowing December 31, 2019.

On January 1, 2020, we began reimbursing theAdvisor for any organization and offeringexpenses that it incurs on our behalf as andwhen incurred. After the termination of theprimary offering and again after termination ofthe offering under our distributionreinvestment plan, the Advisor has agreed toreimburse us to the extent that the organizationand offering expenses that we incur exceed15% of our gross proceeds from the applicableoffering. Any organization and offeringexpenses reimbursed by us which are deemedunderwriting compensation will be subject tothe 10% limit on underwriting compensationimposed by FINRA.

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Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

Subject to FINRA limitations on underwritingcompensation, in addition to the organizationand offering expenses for which we willreimburse the Advisor, the Advisor may payadditional expenses that are consideredunderwriting compensation to the DealerManager (which may be reallowed or paid bythe Dealer Manager to participating brokerdealers) without reimbursement from us. See‘‘Plan of Distribution—UnderwritingCompensation—Other Compensation.’’

Advisory Fee(4)—Fixed As compensation for asset management Actual amounts are dependent upon aggregateComponent and Expense services the Advisor provides to us pursuant to cost of assets, the sales price of assets, theReimbursements—the the Advisory Agreement, we pay the Advisor location of assets and the amount of leverageAdvisor an advisory fee with a fixed component, and, therefore, cannot be determined at this

payable monthly in arrears. The fixed time.component of the advisory fee will consist of(i) a monthly fee of 1/12th of 0.80% of theaggregate cost (including debt, whetherborrowed or assumed, and before non-cashreserves, depreciation and amortizationexpenses) of each real property asset within ourportfolio (or our proportional interest thereinwith respect to real property held in jointventures, co-ownership arrangements or realestate-related entities in which we own amajority economic interest or that weconsolidate for financial reporting purposes inaccordance with GAAP); provided, that thefixed component of the advisory fee withrespect to each real property asset locatedoutside the U.S. that we own, directly orindirectly, will be 1/12th of 1.20% of theaggregate cost (including debt, whetherborrowed or assumed, and before non-cashreserves, depreciation and amortizationexpenses) of such real property asset, (ii) amonthly fee of one-twelfth of 0.80% of theaggregate cost or investment of any interest inany other real estate-related entity or any typeof debt investment or other investment, and(iii) with respect to a disposition, a fee equal to1.0% of the total consideration paid inconnection with the disposition or gross marketcapitalization of the company upon theoccurrence of a listing, calculated in accordancewith the terms of the Advisory Agreement. Theterm ‘‘disposition’’ shall include (a) a sale ofone or more assets, (b) a sale of one or moreassets effectuated either directly or indirectlythrough the sale of any entity owning suchassets, including, without limitation, us or theOperating Partnership, (c) a sale, merger, orother transaction in which the stockholderseither receive, or have the option to receive,cash, securities redeemable for cash, and/orsecurities of a publicly traded company, or(d) a listing of our common stock on a nationalsecurities exchange.

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Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

See ‘‘—Advisory Fee—PerformanceComponent—the Advisor and the Sponsor’’below for a description of how the fixedcomponent will be calculated with respect toany partial calendar month for which it ispayable.

Subject to certain limitations, we reimburse theAdvisor for all of the costs it incurs inconnection with the services it provides to us,including, without limitation, our allocableshare of the Advisor’s overhead, which includesbut is not limited to the Advisor’s rent, utilitiesand personnel costs; provided, that we will notreimburse the Advisor or its affiliates forservices for which the Advisor or its affiliatesare entitled to compensation in the form of aseparate fee, which services and fees aredescribed in this table. See ‘‘The Advisor andthe Advisory Agreement—The AdvisoryAgreement’’ for more details.

Advisory Fee(4)—Performance In consideration for the asset management Actual amounts depend upon our AggregateComponent—the Advisor services the Advisor provides on our behalf, we Fund NAV, the distributions we pay and theand the Sponsor also pay the Sponsor, in its capacity as holder changes in NAV and, therefore, cannot be

of the Special Units, a performance based calculated at this time.amount in the form of an allocation anddistribution as an additional component of theadvisory fee. This amount will be paid to theSponsor, so long as the Advisory Agreementhas not been terminated, as a performanceparticipation interest with respect to the SpecialUnits or, at the election of the Sponsor, all ora portion of this amount will be paid instead tothe Advisor as a fee. If the Sponsor elects tohave the Performance Component paid insteadto the Advisor as a fee, the Sponsor has thediscretion to make this election with respect toall or any portion of the performancecomponent of the advisory fee for a particularyear. This performance component of theadvisory fee is calculated as the lesser of(1) 12.5% of (a) the annual total returnamount less (b) any loss carryforward, and(2) the amount equal to (x) the annual totalreturn amount, less (y) any loss carryforward,less (z) the amount needed to achieve anannual total return amount equal to 5% of theNAV per Fund Interest at the beginning ofsuch year. The foregoing calculations arecalculated on a per Fund Interest basis andmultiplied by the weighted average FundInterests outstanding during the year. In noevent will the performance component of theadvisory fee be less than zero.

Accordingly, if the annual total return amountexceeds the Hurdle Amount plus the amountof any loss carryforward, then the Sponsor orthe Advisor, as applicable, will earn aperformance component equal to 100%of suchexcess, but limited to 12.5% of the annual totalreturn amount that is in excess of the losscarryforward.

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Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

The ‘‘annual total return amount’’ referred toabove means all distributions paid or accruedper Fund Interest plus any change in NAV perFund Interest since the end of the priorcalendar year, adjusted to exclude the negativeimpact on annual total return resulting fromour payment or obligation to pay, or distribute,as applicable, the performance component ofthe advisory fee as well as ongoing distributionfees (i.e., our ongoing class-specific fees). If theperformance component is being calculatedwith respect to a year in which we complete aLiquidity Event, for purposes of determiningthe annual total return amount, the change inNAV per Fund Interest will be deemed toequal the difference between the NAV perFund Interest as of the end of the priorcalendar year and the value per Fund Interestdetermined in connection with such LiquidityEvent, as described in ‘‘The Advisor and theAdvisory Agreement—The AdvisoryAgreement—Advisory Fee and ExpenseReimbursements.’’ The measurement of thechange in NAV per Fund Interest for thepurpose of calculating the annual total returnamount is subject to adjustment by our boardof directors to account for any dividend, split,recapitalization or any other similar change inthe Operating Partnership’s capital structure orany distributions that our board of directorsdeems to be a return of capital if such changesare not already reflected in the OperatingPartnership’s net assets.

The ‘‘loss carryforward’’ referred to above willtrack any negative annual total return amountsfrom prior years and offset the positive annualtotal return amount for purposes of thecalculation of the performance component ofthe advisory fee. The loss carryforward is zeroas of the date of this prospectus.

The fixed component and the performancecomponent of the advisory fee will accruemonthly. The fixed component is payablemonthly in arrears; provided that, with respectto a disposition, the fixed component is payableupon the occurrence of a listing of shares ofour common stock on a national securitiesexchange or other disposition. The performancecomponent of the advisory fee with respect toany calendar year is payable after thecompletion of the calculation of our NAV forDecember of such year. The fixed componentshall be payable for each month in which theAdvisory Agreement is in effect, even if theAdvisory Agreement is in effect for a partialmonth. The performance component will bepayable for each calendar year in which theAdvisory Agreement is in effect, even if theAdvisory Agreement is in effect for a partialyear. The performance component of theadvisory fee began to be calculated and accruedfrom and after the Company’s determination ofthe initial NAV per share. In the event theAdvisory Agreement is terminated or its

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Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

term expires without renewal, the partial periodfixed component and performance componentof the advisory fee will be due and payableupon the termination date. In such event, forpurposes of determining the annual total returnamount, the change in NAV per Fund Interestwill be determined based on a good faithestimate of what our NAV per Fund Interestwould be as of that date (if our NAV had beencalculated in accordance with our valuationpolicy); provided, that, if the AdvisoryAgreement is terminated with respect to aLiquidity Event, the performance componentwill be due and payable in connection withsuch complete a Liquidity Event. In addition, inthe event the Operating Partnershipcommences a liquidation of its investmentsduring any calendar year, the Sponsor or theAdvisor, as applicable, will be paid the advisoryfee from the proceeds of the liquidation andthe performance component will be calculatedat the end of the liquidation period prior to thedistribution of the liquidation proceeds to theholders of OP Units. If the fixed component orthe performance component of the advisory feeis payable with respect to any partial month orpartial calendar year, then the fixed componentwill be prorated based on the number of dayselapsed during any partial calendar month, andthe performance component will be calculatedbased on the annualized total return amountdetermined using the total return achieved forthe period of such partial calendar year.

If the Sponsor does not elect on or before thefirst day of a calendar year to have it paid as afee to the Advisor, then the performancecomponent of the advisory fee will be paid as adistribution on the performance participationinterest to the Sponsor, as the holder of theSpecial Units. In such case, the performancecomponent of the advisory fee will be payablein cash or Class I OP Units, at the election ofthe Sponsor. If the Sponsor elects to receivesuch distributions in Class I OP Units, thenumber of Class I OP Units to be issued to theSponsor will be determined by dividing anamount equal to the value of the performancecomponent of the advisory fee by the NAV perClass I OP Unit. The Sponsor may request theOperating Partnership to repurchase such OPUnits from the Sponsor at a later date.

Any such repurchase requests will not besubject to any early redemption deductionunder our share redemption program. In theevent the performance component of theadvisory fee is paid in cash to the Sponsor asan allocation and distribution in its capacity asholder of the Special Units, such amount willnot be deductible to the Operating Partnershipalthough it will reduce the cash available fordistribution to other OP Unitholders.

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Type of Compensation andRecipient Description and Method of Computation Estimated Maximum Dollar Amount

For a more comprehensive description of theperformance component and relatedcalculations, including an example of acalculation of the performance component, see‘‘The Advisor and the Advisory Agreement—The Advisory Agreement—Advisory Fee andExpense Reimbursements,’’ ‘‘The Advisor andthe Advisory Agreement—The AdvisoryAgreement—Performance ComponentCalculation Example’’ and ‘‘The OperatingPartnership Agreement—Operations.’’

Fees from Other Services— We retain certain of the Advisor’s affiliates, Actual amounts depend on whether affiliates ofAffiliates of the Advisor from time to time, for services relating to our the Advisor are actually engaged to perform

investments or our operations, which may such services.include property management services, leasingservices, corporate services, statutory services,transaction support services (including but notlimited to coordinating with brokers, lawyers,accountants and other advisors, assemblingrelevant information, conducting financial andmarket analyses, and coordinating closingprocedures), construction and developmentmanagement, and loan management andservicing, and within one or more suchcategories, providing services in respect of assetand/or investment administration, accounting,technology, tax preparation, finance (includingbut not limited to budget preparation andpreparation and maintenance of corporatemodels), treasury, operational coordination, riskmanagement, insurance placement, humanresources, legal and compliance, valuation andreporting-related services, as well as servicesrelated to mortgage servicing, grouppurchasing, healthcare, consulting/brokerage,capital markets/credit origination, property, titleand/or other types of insurance, managementconsulting and other similar operationalmatters. Any fees paid to the Advisor’saffiliates for any such services will not reducethe advisory fees. Any such arrangements willbe at market rates or reimbursement of costs.

(1) The selling commission and/or dealer manager fee may be reduced or waived in connection with certain categories of salesof Class T shares, such as sales for which a discount applies or sales through investment advisers. Any such reduction wouldincrease the length of time required for selling commissions, dealer manager fees and distribution fees to reach 8.5% ofgross proceeds. See ‘‘Plan of Distribution—Underwriting Compensation—Upfront Selling Commissions and DealerManager Fees.’’

(2) We will cease paying distribution fees at the date following the completion of this offering at which total underwritingcompensation from any source in connection with this offering equals 10% of the gross proceeds from our primary offering(i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan). This limitation is intended to ensurethat we satisfy the FINRA requirement that total underwriting compensation paid in connection with this offering does notexceed 10% of the gross proceeds of our primary offering.

(3) We will reimburse the Advisor or the Dealer Manager, as applicable, for any organization and offering expenses that itincurs on our behalf (other than selling commissions, the dealer manager fee, the distribution fee, supplemental fees andcommissions and certain other amounts described in ‘‘Plan of Distribution—Underwriting Compensation—OtherCompensation’’). As required by FINRA rules and the Statement of Policy, under no circumstances may our totalcumulative organization and offering expenses (including selling commissions, dealer manager fees, and distribution fees,bona fide due diligence expenses and other underwriting compensation) exceed 15% of the gross proceeds from theprimary offering.

(4) The Advisor must reimburse us at least annually for reimbursements paid to the Advisor in any year to the extent that suchreimbursements to the Advisor cause our annual operating expenses to exceed the greater of (i) 2% of our average investedassets, which generally consists of the average of the aggregate book value of our assets before reserves for depreciation,

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bad debts and other non-cash reserves, computed by taking the average of such values as of the end of the month duringsuch period, or (ii) 25% of our net income, which is defined as our total revenues less total expenses for any given periodexcluding additions to reserves for depreciation, bad debts and other non-cash reserves, and excluding an gain from the saleof our assets, unless the independent directors have determined that such excess expenses were justified based on unusualand non-recurring factors. The fixed and performance components of the advisory fee will count against the limit on totaloperating expenses. See ‘‘—The Advisory Agreement.’’

In lieu of cash, the Advisor may elect to receive the payment of its fees and the reimbursement ofits expenses in shares of our common stock or OP Units, in any class of its choice. Any such shares orOP Units will be valued at the NAV per share or OP Unit applicable to such shares or OP Units onthe issue date. Such shares shall not be subject to the Early Redemption Deduction under our shareredemption program. The Operating Partnership will repurchase any such OP Units for cash unless ourboard of directors determines that any such repurchase for cash would be prohibited by applicable lawor our charter, in which case such OP Units will be repurchased for shares of our common stock withan equivalent aggregate NAV.

Subject to limitations in our charter, the fees, compensation, income, expense reimbursements,interest and other payments payable by us may increase or decrease during this offering or futureofferings from those described above without the approval of our stockholders, if such change isapproved by a majority of our board of directors, including a majority of the independent directors.

The table below provides information regarding fees paid to the Dealer Manager, the Advisor, andtheir affiliates in connection with our operations and this offering. This table includes amounts incurredfor the years ended December 31, 2019, 2018 and 2017, as well as amounts payable as of December 31,2019 and 2018.

For the Year Ended Payable as ofDecember 31, December 31, December 31,

(in thousands) 2019 2018 2017 2019 2018

Selling commissions—the Dealer Manager . . . . $ 6,391 $ 4,372 $ 203 $ — $ —Dealer manager fees—the Dealer Manager . . . 5,306 4,430 253 — —Offering costs—the Advisor or its affiliates,

including the Dealer Manager(1) . . . . . . . . . 7,150 13,270 849 21,269 14,119Distribution fees—the Dealer Manager(2) . . . . 12,545 7,938 406 16,856 7,625Organization costs—the Advisor or its

affiliates, including the Dealer Manager(1) . . — — 78 78 78Advisory fee—fixed component . . . . . . . . . . . . 4,585 901 — 593 200Advisory fee—performance component(3) . . . . 2,913 723 — 2,913 723Acquisition expense reimbursements—the

Advisor(4) . . . . . . . . . . . . . . . . . . . . . . . . . 3,068 4,900 — 182 3,500Other expense reimbursements—the Advisor(5) 1,963 1,195 185 473 299

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $43,921 $37,729 $1,974 $42,364 $26,544

(1) As of December 31, 2019, the Advisor had incurred $21.3 million of offering costs on our behalf.

(2) The distribution fees accrue daily and are payable monthly in arrears. The monthly amount ofdistribution fees payable is included in distributions payable on the condensed consolidated balancesheets. Additionally, we accrue for future estimated trailing amounts payable based on the sharesoutstanding as of the balance sheet date, which are included in distribution fees payable toaffiliates on the condensed consolidated balance sheets. The Dealer Manager will reallow thedistribution fees to participating broker dealers and broker dealers servicing accounts of investorswho own Class T shares and/or Class W shares.

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(3) For the years ended December 31, 2019 and 2018, the performance component of the advisory feewas issued to the Sponsor in the form of Class I OP Units. On January 1, 2019, we issued 71,872Class I OP Units to the Sponsor as payment for the 2018 performance component of the advisoryfee and on February 1, 2020, we issued 289,074 Class I OP units to the Sponsor as payment for the2019 performance component of the advisory fee. In each case, the number of Class I OP Unitsissued was determined using the NAV per unit most recently determined by our board of directorsas of the date of issuance.

(4) Reflects amounts reimbursable to the Advisor for all expenses incurred by the Advisor and itsaffiliates on our behalf in connection with the selection, acquisition, development or origination ofan asset.

(5) Other expense reimbursements include certain expenses incurred in connection with the servicesprovided to us under the Advisory Agreement. These reimbursements include a portion ofcompensation expenses of individual employees of the Advisor, including certain of our namedexecutive officers, related to activities for which the Advisor does not otherwise receive a separatefee. We reimbursed the Advisor approximately $1.8 million, $0.9 million and $0.2 million for theyears ended December 31, 2019, 2018 and 2017, respectively, for such compensation expenses. Wereimbursed the Advisor approximately $65,000 and $61,000, respectively, for the year endedDecember 31, 2019, and $32,000 and $49,000, respectively, for the year ended December 31, 2018,for a portion of the salary, bonus and benefits of our principal financial officer, Thomas G.McGonagle, and our former principal executive officer, Dwight L. Merriman III, for servicesprovided to us. We also reimbursed the Advisor approximately $6,000 for a portion of the salary,bonus and benefits of the new principal executive officer, Jeffrey W. Taylor, for the period fromDecember 10, 2019 to December 31, 2019. There were no amounts reimbursed to the Advisor forthe year ended December 31, 2017 for the salary, bonus and benefits of our principal financialofficer or our principal executive officer for services provided to us. Our principal executive officerand principal financial officer provide services to and receive additional compensation fromaffiliates of our Advisor that we do not reimburse. The remaining amount of other expensereimbursements relate to other general overhead and administrative expenses including, but notlimited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment,utilities, insurance, travel and entertainment.

Expense Support Agreement

We entered into an Expense Support Agreement with the Operating Partnership and the Advisorin October 2016, which was subsequently amended as of July 1, 2017 and January 1, 2019, or the‘‘Expense Support Agreement.’’ Pursuant to the Expense Support Agreement, the Advisor has agreedto defer certain fees and fund certain of our expenses, subject to the terms of the agreement. Asamended, the Expense Support Agreement provides that, effective for each quarter commencingJanuary 1, 2019 and ending June 30, 2020, the Advisor has agreed to defer payment of all or a portionof the fixed component of the advisory fee otherwise payable to it pursuant to the Advisory Agreement,if, for a particular quarter, the sum of (i) funds from operations, or ‘‘FFO’’, before taking intoconsideration any of the amounts paid to or by the Advisor pursuant to the Expense SupportAgreement, as disclosed in our quarterly and annual reports, (ii) our accrued acquisition expenses (netof any acquisition expenses paid by us or on our behalf), (iii) the performance component of theadvisory fee, (iv) any adjustment that has been made in calculating our FFO based on straight-line rentand amortization of above/below market leases, (v) organization and offering expenses reimbursed byus to the Advisor, and (vi) the fair market value gain amount, collectively, the ‘‘Expense SupportThreshold,’’ is less than the aggregate gross cash distributions declared for such quarter, assuming allsuch cash distributions had been declared at the aggregate distribution rate for Class I sharesauthorized by our board of directors for such quarter, or ‘‘Baseline Distributions.’’ For purposes of

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calculating the Expense Support Threshold, the ‘‘fair market value gain amount’’ is an amount equal toup to the total net realized and unrealized fair market value gain on our real property investments,derivative instruments, and debt for a quarter. The Advisor, in its reasonable discretion, shall determinethe amount of such gain to be included in the calculation of the Expense Support Threshold eachquarter; provided, that, in no event shall the Advisor determine to include an amount of such gain thatcauses our NAV per share, as calculated in accordance with our valuation procedures for such quarter,to decrease below the lesser of (i) $10.00 per share and (ii) our most recently disclosed NAV per share.Further, for purposes of calculating the Expense Support Threshold, the amounts in each ofsubsections (ii), (iii), (iv), and (v) of the definition will be a positive number if it was a deduction incalculating our FFO for such quarter, and conversely will be a negative number if it was an addition incalculating our FFO for such quarter. For example, if straight-line rent and amortization of above/below-market leases was an addition in calculating our FFO, then it would be a negative number incalculating the Expense Support Threshold. The amount of the fixed component of the advisory feethat will be deferred for a particular quarter, if any, will equal the lesser of (i) the difference betweenthe Expense Support Threshold and Baseline Distributions for such quarter and (ii) the entire fixedcomponent of the advisory fee payable to the Advisor pursuant to the Advisory Agreement for suchquarter.

In addition, if in a given calendar quarter, the Expense Support Threshold is less than BaselineDistributions for such quarter, and the deferred fixed component of the advisory fee is not sufficient tosatisfy the shortfall for such quarter, or a ‘‘Deficiency,’’ the Advisor will be required to fund certain ofour or the Operating Partnership’s expenses in an amount equal to such Deficiency. In no event willthe aggregate of the fixed component of the advisory fee deferred by the Advisor and the Deficiencysupport payments made by the Advisor between October 2016 and the termination or expiration of theExpense Support Agreement exceed $15,000,000, or the ‘‘Maximum Amount.’’ Subject to certainconditions, the Advisor is entitled to reimbursement from us for any fixed component of the advisoryfee that is deferred and any Deficiency support payments that the Advisor makes pursuant to theExpense Support Agreement; provided, that, other than under certain circumstances in connection witha Liquidity Event (described below), we will not be obligated to reimburse the Advisor for any amountnot reimbursed by us to the Advisor within four years after the quarter in which such reimbursableamount originated. For any quarter in which the Expense Support Threshold exceeds BaselineDistributions for that quarter, the Expense Support Agreement requires that we reimburse the Advisorin an amount equal to the lesser of (i) the difference between the Expense Support Threshold andBaseline Distributions and (ii) the sum of all outstanding reimbursable amounts.

In connection with our completion of a Liquidity Event, we will reimburse the Advisor for anyoutstanding reimbursable amounts that have not been repaid, including amounts that have not beenreimbursed by us within four years after the quarter in which such reimbursable amount originated, orthe ‘‘Outstanding Reimbursable Amounts’’; provided that we will reimburse the Advisor in thesecircumstances only if the ‘‘Annual Total Return Amount’’ exceeds the ‘‘Total Return Hurdle’’ (each asdescribed below); and provided further that the amount of the reimbursement shall equal the lesser of(i) the sum of all Outstanding Reimbursable Amounts, or (ii) the maximum amount permitted to bereimbursed without causing the Annual Total Return Amount to be less than the Total Return Hurdle.For purposes of the Expense Support Agreement, ‘‘Annual Total Return Amount’’ means (i) acumulative, non-compounded pre-tax rate of return equal to (a) the sum of (x) the cumulative grossdistributions per share declared by us since the date on which we first issued shares to third-party retailinvestors in our public offering, or the ‘‘Inception Date’’, and (y) the ‘‘Ending NAV,’’ less $10.00 (thedeemed NAV on the Inception Date), (b) divided by $10.00, (ii) divided by the number of years,including fractional years, between the Inception Date and the Liquidity Event. ‘‘Ending NAV’’ meansthe NAV per share determined in connection with a Liquidity Event. In connection with a listing, theEnding NAV will be an amount equal to the per share market value of the listed shares based uponthe average closing price or, if the average closing price is not available, the average of the bid and

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asked prices, for the 30-day period beginning 90 days after such listing. Upon a Liquidity Event otherthan a listing, the Ending NAV shall be an amount equal to the per share consideration received bystockholders in connection with such Liquidity Event. For purposes of the Expense Support Agreement,‘‘Total Return Hurdle’’ means a non-compounded, pre-tax annual rate of return equal to 5%. IfOutstanding Reimbursable Amounts are payable to the Advisor, we will pay them prior to any paymentof any other distribution to any other party in connection with a Liquidity Event. Further, in the eventthat we terminate the Advisory Agreement without cause and not in connection with a Liquidity Event,any reimbursable amounts that have not expired or been repaid pursuant to the terms of the ExpenseSupport Agreement will become immediately due and payable to the Advisor. Our obligation toreimburse the Advisor will be non-interest bearing.

During the term of the Expense Support Agreement, we may be able to use cash flow fromoperations to pay distributions to our stockholders that would otherwise be used to pay the fixedcomponent of the advisory fee or expenses. Although the Expense Support Agreement has an effectiveterm through June 30, 2020, the Expense Support Agreement may be terminated prior thereto withoutcause or penalty by a majority of our independent directors upon 30 days’ prior written notice to theAdvisor. In addition, the Advisor’s obligations under the Expense Support Agreement will immediatelyterminate upon the earlier to occur of (i) the termination or non-renewal of the Advisory Agreement,(ii) our delivery of notice to the Advisor of our intention to terminate or not renew the AdvisoryAgreement, (iii) our completion of a Liquidity Event or (iv) the time the Advisor has deferred, waivedor paid the Maximum Amount. Further, the Advisor may elect to immediately terminate its obligationsunder the Expense Support Agreement if we modify the calculation of FFO. Except with respect to theearly termination events described above, any obligation of the Advisor to make payments under theExpense Support Agreement with respect to the calendar quarter ending June 30, 2020 will remainoperative and in full force and effect through the end of such quarter. When the Expense SupportAgreement terminates, the Advisor will not have an obligation to defer fees or support expenses inorder to support our cash distributions. Notwithstanding the foregoing, amounts deferred or reimbursedpursuant to the Expense Support Agreement shall survive any termination or expiration and remainsubject to the reimbursement terms described above without modification.

The table below provides information regarding the fees deferred and expense support provided bythe Advisor, pursuant to the Expense Support Agreement. As of December 31, 2019, the aggregateamount paid by the Advisor pursuant to the Expense Support Agreement was $13.6 million, which hadbeen reimbursed to the Advisor in full as of that date. As of December 31, 2018, the aggregate amountpaid by the Advisor pursuant to the Expense Support Agreement was $7.5 million, and no amounts hadbeen reimbursed to the Advisor by us as of that date.

For the Year EndedDecember 31,

(in thousands) 2019 2018 2017

Fees deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,895 $ 901 $ —Other expenses supported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,243 4,682 1,735

Total expense support from Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,138 5,583 1,735Reimbursement of previously deferred fees and other expenses supported . (13,606) — —

Total expense support from (reimbursement to) Advisor, net(1) . . . . . . . . $ (7,468) $5,583 $1,735

(1) As of December 31, 2019, approximately $5.4 million was payable to the Advisor by us. As ofDecember 31, 2018 and 2017, $0.7 million and $0.2 million, respectively, of expense support waspayable to us by the Advisor.

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THE OPERATING PARTNERSHIP AGREEMENT

General

The Operating Partnership was formed as a Delaware limited partnership on August 12, 2014, toown real property, debt and other investments that will be acquired and actively managed by theAdvisor on our behalf. We utilize an UPREIT structure generally to enable us to acquire real propertyin exchange for OP Units from owners who desire to defer taxable gain that would otherwise normallybe recognized by them upon the disposition of their real property or the transfer of their real propertyto us in exchange for shares of our common stock or cash. In such a transaction, the property owner’sgoals are accomplished because the owner may contribute property to the Operating Partnership inexchange for OP Units on a tax-free basis. These owners may also desire to achieve diversity in theirinvestment and other benefits afforded to owners of shares of our common stock in a REIT.

We intend to hold substantially all of our assets in the Operating Partnership or in direct orindirect subsidiary entities in which the Operating Partnership owns an interest, and we intend to makefuture acquisitions of real properties using the UPREIT structure. Further, the Operating Partnership isstructured to make distributions with respect to OP Units which are equivalent to the distributionsmade to our stockholders. Finally, a holder of OP Units may later exchange his OP Units for shares ofour common stock in a taxable transaction. For purposes of satisfying the asset and income tests forqualification as a REIT for federal income tax purposes, the REIT’s proportionate share of the assetsand income of the Operating Partnership will be deemed to be assets and income of the REIT. We arethe sole general partner of the Operating Partnership and a limited partner of the OperatingPartnership. As of April 16, 2020, we owned a 99.6% limited partner interest in the OperatingPartnership. The remaining limited partner interests in the Operating Partnership, equal to 0.4% in theaggregate are held by three limited partners that are directly or indirectly majority owned, controlled,and/or managed by the Principals. Additionally, the Sponsor owned 100 Special Units as a limitedpartner. The following is a summary of certain provisions of the Operating Partnership Agreement.This summary is qualified by the specific language in the Operating Partnership Agreement. For moredetail, you should refer to the actual Operating Partnership Agreement, a copy of which has been filedas an exhibit to the registration statement of which this prospectus forms a part.

Capital Contributions

As we accept subscriptions for shares of our common stock, we will transfer substantially all of thenet offering proceeds to the Operating Partnership in exchange for OP Units representing ourownership interest as a limited partner of the Operating Partnership. However, we will be deemed tohave made capital contributions in the amount of the gross offering proceeds received from investors,and the Operating Partnership will be deemed to have simultaneously paid the fees, commissions andother costs associated with the offering.

If the Operating Partnership requires additional funds at any time in excess of capital contributionsmade by us and the Advisor, we may borrow funds from a financial institution or other lender and lendsuch funds to the Operating Partnership on the same terms and conditions as are applicable to ourborrowing of such funds. In addition, we are authorized to cause the Operating Partnership to issue OPUnits for less than fair market value if we conclude in good faith that such issuance is in the bestinterest of the Operating Partnership and us.

Operations

The Operating Partnership Agreement requires that the Operating Partnership be operated in amanner that will enable us to (i) satisfy the requirements for being classified as a REIT for federalincome tax purposes, unless we otherwise cease to qualify as a REIT, (ii) avoid any federal income orexcise tax liability, and (iii) ensure that the Operating Partnership will not be classified as a ‘‘Publicly

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Traded Partnership’’ for purposes of Section 7704 of the Code, which classification could result in theOperating Partnership being taxed as a corporation, rather than as a partnership. See ‘‘Material U.S.Federal Income Tax Considerations—Other Tax Considerations—Tax Aspects of Our Investments inOur Operating Partnership—Classification as a Partnership.’’

The Operating Partnership Agreement generally provides that, except as provided below withrespect to the Special Units, the Operating Partnership will distribute cash flows from operatingactivities and, except as provided below, net sales proceeds from disposition of assets, to the partners ofthe Operating Partnership in accordance with their relative percentage interests, on at least a monthlybasis (or at our election, more or less frequently), in amounts determined by us as general partner suchthat a holder of one OP Unit will generally receive the same amount of annual cash flow distributionsfrom the Operating Partnership as the amount of annual distributions paid to the holder of one shareof our common stock (before taking into account certain tax withholdings some states may require withrespect to the OP Units).

Similarly, the Operating Partnership Agreement provides that income of the Operating Partnershipfrom operations and, except as provided below, income of the Operating Partnership from dispositionof assets, normally will be allocated to the holders of OP Units (other than the holder of the SpecialUnits) in accordance with their relative percentage interests such that a holder of one OP Unit will beallocated income for each taxable year in an amount equal to the amount of taxable income allocatedto us in respect of a holder of one share of our common stock, subject to compliance with theprovisions of Sections 704(b) and 704(c) of the Code and corresponding Treasury Regulations. Losses,if any, will generally be allocated among the partners (other than the holder of the Special Units) inaccordance with their respective percentage interests in the Operating Partnership. Upon theliquidation of the Operating Partnership, after payment of debts and obligations, any remaining assetsof the Operating Partnership will be distributed in accordance with the distribution provisions of theOperating Partnership Agreement to the extent of each partner’s positive capital account balance. If wewere to have a negative balance in our capital account following a liquidation, we would be obligatedto contribute cash to the Operating Partnership equal to such negative balance for distribution to otherpartners, if any, having positive balances in their capital accounts.

In consideration for the asset management services the Advisor provides on our behalf, we pay theSponsor, in its capacity as holder of the Special Units, a performance based amount in the form of anallocation and distribution as an additional component of the advisory fee. This amount will bedistributed to the Sponsor, so long as the Advisory Agreement has not been terminated, as aperformance participation interest with respect to the Special Units or, at the election of the Sponsor,all or a portion of this amount will be paid instead to the Advisor as a fee. If the Sponsor does notelect to have it paid to the Advisor as a fee, the Sponsor will receive an allocation from the OperatingPartnership with respect to the Special Units equal to such performance component of the advisory fee.If the Sponsor elects to receive the performance component of the advisory fee as an allocation for aparticular year, the Advisor will not receive the performance component of the advisory fee as a fee forsuch year. Any such allocation to the Special Units will be made annually and accrue monthly. See‘‘The Advisor and the Advisory Agreement—The Advisory Agreement—Advisory Fee and ExpenseReimbursements’’ for a description of how the performance component of the advisory fee iscalculated.

Distributions on the Special Units for the performance component of the advisory fee will bepayable in cash or distributable as Class I OP Units, at the election of the Sponsor. If the Sponsorelects to receive such distributions in Class I OP Units, the number of Class I OP Units to be issued tothe Sponsor will be determined by dividing the amount of the performance component of the advisoryfee payable by the NAV per Class I OP Unit. The Sponsor may request the Operating Partnership torepurchase such OP Units from the Sponsor at a later date. The Operating Partnership will repurchaseany such OP Units for cash unless our board of directors determines that any such repurchase for cash

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would be prohibited by applicable law or our charter, in which case such OP Units will be repurchasedfor shares of our common stock with an equivalent aggregate NAV. If any such shares are thenredeemed pursuant to our share redemption program, they will not be subject to any Early RedemptionDeduction under our share redemption program.

In addition to the administrative and operating costs and expenses incurred by the OperatingPartnership in acquiring and operating real properties and in acquiring and managing debt investments,the Operating Partnership will pay all our administrative costs and expenses and such expenses will betreated as expenses of the Operating Partnership. Such expenses will include:

• All expenses relating to the formation and continuity of our existence, including taxes, fees andassessments associated therewith;

• All cumulative expenses relating to our public offerings and registration of securities, including,without limitation, underwriting discounts and selling commissions applicable to the offering andany costs and expenses associated with any claims made by our stockholders or any underwritersor placement agents that may be involved in the offerings;

• All expenses associated with the preparation and filing of any periodic reports by us underfederal, state or local laws or regulations;

• All expenses associated with compliance by us with applicable laws, rules and regulationspromulgated by any regulatory body, including the SEC and any securities exchange; and

• All our other operating or administrative costs incurred in the ordinary course of our businesson behalf of the Operating Partnership.

Redemption Rights of OP Units

The holders of OP Units generally have the right to cause the Operating Partnership to redeem allor a portion of their OP Units for, at our sole discretion, shares of our Class I common stock, cash, ora combination of both. The right of the holders of the OP Units to cause us to redeem their OP Unitsis not subject to any limitation applicable to the redemption of shares under our share redemptionprogram. If we elect to redeem OP Units for shares of our common stock, we will generally deliver oneshare of our common stock for each OP Unit redeemed and such shares may, subsequently, only beredeemed for cash in accordance with the terms of our share redemption program. If we elect toredeem OP Units for cash, the cash delivered will generally equal the amount the limited partnerwould have received if his or her OP Units were redeemed for shares of our common stock and thensuch shares were subsequently redeemed pursuant to our share redemption program, which amountmay be at a discount to the purchase price paid by the limited partner for a tenancy-in-common orsimilar interest. See ‘‘Description of Capital Stock—Share Redemption Program.’’ In connection withthe exercise of these redemption rights, a limited partner must make certain representations, includingthat the delivery of shares of our common stock upon redemption would not result in such limitedpartner owning shares in excess of the ownership limits in our charter.

Subject to the foregoing, holders of OP Units may exercise their redemption rights at any timeafter one year following the date of issuance of their OP Units; provided, however, that a holder of OPUnits (other than the Advisor, the holder of the Special Units, and any person to whom the holder ofthe Special Units or the Advisor transfers OP Units or Special Units) may not deliver more than tworedemption notices in a single calendar year and may not exercise a redemption right for less than1,000 OP Units, unless such holder holds less than 1,000 OP Units, in which case, it must exercise itsredemption right for all of its OP Units.

As described above and in ‘‘The Advisor and the Advisory Agreement—The AdvisoryAgreement—Advisory Fee and Expense Reimbursements’’ the Sponsor and the Advisor may elect to

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receive the payment of fees and the reimbursement of expenses in shares of our common stock or OPUnits. Any such shares or OP Units will be valued at the NAV per share or OP Unit applicable to suchshares or OP Units on the issue date. The holder of the Special Units, the Advisor and any person towhom the holder of the Special Units or the Advisor transfers OP Units or Special Units may requestthe Operating Partnership to repurchase any of their respective OP Units at a later date, irrespective ofthe period for which they have held such OP Units, and the Operating Partnership will repurchase anysuch OP Units for cash unless our board of directors determines that any such repurchase for cashwould be prohibited by applicable law or our charter, in which case such OP Units will be repurchasedfor shares of our common stock with an equivalent aggregate NAV. Any such repurchase requests willnot be subject to any Early Redemption Deduction under our share redemption program.

Transferability of Operating Partnership Interests

We may not voluntarily withdraw as the general partner of the Operating Partnership; engage inany merger, consolidation or other business combination; or transfer our general partnership interest inthe Operating Partnership (except to a wholly owned subsidiary), unless the transaction in which suchwithdrawal, business combination or transfer occurs results in the holders of OP Units receiving orhaving the right to receive an amount of cash, securities or other property equal in value to the amountthey would have received if they had exercised their exchange rights immediately prior to suchtransaction (or in the case of the holder of the Special Units, the amount of cash, securities or otherproperty equal to the fair market value of the Special Units) determined with reference to the impliednet value of the Operating Partnership’s assets and the amount that would be distributed to the holdersof the OP Units if the Operating Partnership were to sell its assets at such time and, after satisfying itsliabilities, distribute such amount to the holders of the OP Units in complete liquidation or unless, inthe case of a merger or other business combination, the successor entity contributes substantially all ofits assets to the Operating Partnership in return for an interest in the Operating Partnership and agreesto assume all obligations of the general partner of the Operating Partnership. We may also enter into abusiness combination or we may transfer our general partnership interest upon the receipt of theconsent of a majority-in-interest of the holders of OP Units, other than the Sponsor and its affiliates.With certain exceptions, the holders of OP Units may not transfer their interests in the OperatingPartnership, in whole or in part, without our written consent, as general partner; provided, that, each ofthe Sponsor (as the holder of the Special Units), the Advisor and any person to whom the holder ofthe Special Units or the Advisor transfers OP Units or Special Units (each, a ‘‘Sponsor Party’’) maytransfer all or any portion of its respective OP Units, or any of its economic rights as a limited partner,to any of its respective affiliates or any trust, limited liability company, partnership, or other entityestablished by or at the direction of such Sponsor Party, without our consent.

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CONFLICTS OF INTEREST

We are subject to various conflicts of interest arising out of our relationship with the Advisor andits affiliates, including (i) conflicts related to the compensation arrangements between the Advisor,certain of the Advisor’s affiliates and us, (ii) conflicts with respect to the allocation of the time of theAdvisor and its key personnel, (iii) conflicts related to our potential acquisition of assets from affiliatesof the Advisor, and (iv) conflicts with respect to the allocation of investment opportunities. Theindependent directors have an obligation to function on our behalf in all situations in which a conflictof interest may arise and will have a fiduciary obligation to act on behalf of the stockholders. Thematerial conflicts of interest are discussed below.

Interests in Other Real Estate Programs

Members of the Advisor’s management team, are presently, and plan in the future to continue tobe, involved with a number of other real estate programs and activities, including present and futureinvolvement with institutional real estate funds and other non-traded REITs, some of which maycompete for investments with us. Present activities of affiliates of the Advisor include:

• Acting as advisor to IPT in the acquisition, development, ownership, management anddisposition of industrial real property, debt and other investments;

• Acting as advisor to DPF in the acquisition, ownership, management and disposition of realproperty, debt and other investments, including industrial real property;

• Making investments in the acquisition, ownership, development and management of retail,residential and other property types located in various markets in Mexico through variousaffiliates of the Advisor;

• Making investments in the acquisition, ownership, development and management of other realestate assets;

• Providing asset management, development and construction, and operating oversight services tothe DC Industrial Liquidating Trust (excluding advisory services with respect to acquisitions).

The Advisor and its affiliates are not prohibited from engaging, directly or indirectly, in any otherbusiness or from possessing interests in any other business venture or ventures, including businessesand ventures involved in the acquisition, ownership, development, management, leasing or sale of realproperty or the acquisition, ownership, management and disposition of debt investments. None of theSponsor affiliated entities is prohibited from raising money for, or advising, another entity that makesthe same types of investments that we target and we may co-invest with any such entity. All suchpotential co-investments will be subject to approval by our independent directors.

Allocation of Advisor’s Time

We rely on the Advisor and its affiliates to manage our day-to-day activities and to implement ourinvestment strategy. The managers, directors, officers and other employees of the Advisor and certainof its affiliates and related parties, including its direct or indirect owners, are presently, and plan in thefuture to continue to be, involved with numerous real estate programs and activities which areunrelated to us and may change as programs are closed or new programs are formed. As a result ofthese activities, the Advisor, its managers, directors, officers and other employees and certain of itsaffiliates and related parties will have conflicts of interest in allocating their time between us and otheractivities in which they are or may become involved. For example, certain of our officers and directors(other than our independent directors) serve in the same capacities for the Advisor; and certain ofthese officers and their affiliates currently hold similar positions with IPT, DPF, the ExchangeFacilitator, other affiliated entities and related parties, and the other private programs that are

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presently operating. They may also engage in the future in additional projects and business activitiesand in new programs.

The Advisor and its employees will devote only as much of its time to our business as the Advisorand its employees, in their judgment, determine is reasonably required, which may be substantially lessthan their full time. Therefore, the Advisor and its employees may experience conflicts of interest inallocating management time, services, and functions among us and other Sponsor affiliated entities andrelated parties and any other business ventures in which they or any of their key personnel, asapplicable, are or may become involved. This could result in actions that are more favorable to otherSponsor affiliated entities and related parties than to us. However, the Advisor believes that it and itsaffiliates have sufficient personnel to discharge fully their responsibilities to all of the Sponsor activitiesin which they are involved.

Competition

We may compete with other entities sponsored or advised by affiliates of the Sponsor and withother entities that Sponsor affiliated entities and related parties may advise or own interests in, foropportunities to acquire, lease, finance or sell investments. See ‘‘—Conflict Resolution Procedures—Allocation of Investment Opportunities Among Affiliates and Other Related Entities’’ below for adescription of the allocation process for investment opportunities.

We and the Advisor have developed procedures to resolve potential conflicts of interest in theallocation of investment opportunities between us and other affiliated programs. With respect topotential conflicts of interest that may arise between or among us and other Investment Vehicles,including conflicts that may arise as a result of the investment opportunities that are suitable for eachof us and other Investment Vehicles, our board of directors has delegated to the Conflicts ResolutionCommittee the responsibility to consider and resolve any such conflicts. The Conflicts ResolutionCommittee consists entirely of independent directors. See ‘‘—Conflict Resolution Procedures’’ for afurther description of how potential investment opportunities will be allocated between us and affiliatedand other related entities.

Affiliates of our officers, including executive officers and certain of our directors and entitiesowned or managed by such affiliates also may acquire or develop real estate for their own accounts,and have done so in the past. Furthermore, affiliates of our officers, including executive officers andcertain of our directors and entities owned or managed by such affiliates intend to form additional realestate investment entities in the future, whether public or private, which can be expected to have thesame or similar investment objectives and targeted assets as we have, and such persons may be engagedin sponsoring one or more of such entities at approximately the same time as the offering of our sharesof common stock. The Advisor, its managers, directors, officers and other employees and certain of itsaffiliates and related parties will experience conflicts of interest as they simultaneously perform servicesfor us and other real estate programs that they sponsor or have involvement with.

Certain of the Advisor’s affiliates or other related parties currently own and/or manage propertiesin geographic areas in which we expect to acquire real properties. Conflicts of interest will exist to theextent that we own and/or manage real properties in the same geographic areas where real propertiesowned or managed by other Sponsor affiliated entities or related parties are located, including inconnection with the management of certain DPF assets by an affiliate of the Advisor. In such a case, aconflict could arise in the leasing of real properties in the event that we and another Sponsor affiliatedentity or related party were to compete for the same customers in negotiating leases, or a conflict couldarise in connection with the resale of real properties in the event that we and another Sponsoraffiliated entity or related party were to attempt to sell similar real properties at the same time.Conflicts of interest may also exist at such time as we or affiliates of the Sponsor or other relatedparties managing real property on our behalf seek to employ developers, contractors or building

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managers. See ‘‘—Conflict Resolution Procedures’’ for information about how potential leasingopportunities will be allocated between us and other entities to which affiliates of the Advisor areproviding certain advisory services and that may have potentially competing properties with respect to aparticular customer.

Our board of directors has adopted a resolution that provides, subject to certain exceptions withrespect to our related directors, that our directors will not be required to refrain directly or indirectlyfrom engaging in any business opportunities developed by or presented to any such director (or to anyentity controlled by any such director), including any business opportunities in the same or similarbusiness activities or lines of business in which we may from time to time be engaged or propose toengage, and that we renounce any interest or expectancy in, or in being offered an opportunity toparticipate in, any such business opportunities, unless it is established that such opportunity has beendeveloped by or presented to a person in his or her capacity as one of our directors and was intendedexclusively for us. Subject to certain exceptions with respect to our related directors, our directors arenot prohibited from competing, directly or indirectly, with us with respect to any such businessopportunities; provided that such competition is permissible only if the director does not use corporateproperty, information or his or her position as a director for improper personal gain or competitiveadvantage (including any gain or advantage enjoyed by friends or family members).

Dealer Manager

The Dealer Manager, the Sponsor and the Advisor are related parties and these relationships maycreate conflicts of interest in connection with the performance of due diligence by the Dealer Manager.Although the Dealer Manager will examine the information in the prospectus for accuracy andcompleteness, the Dealer Manager and the Advisor are related parties and the Dealer Manager willnot make an independent due diligence review and investigation of our company or this offering of thetype normally performed by an unaffiliated, independent underwriter in connection with the offering ofsecurities. Accordingly, you do not have the benefit of such independent review and investigation. TheDealer Manager is involved in offerings for other Sponsor affiliated entities or related parties.

Certain of the participating broker dealers have made, or are expected to make, their ownindependent due diligence investigations. The Dealer Manager is not prohibited from acting in anycapacity in connection with the offer and sale of securities offered by Sponsor affiliated entities orrelated parties that may have some or all investment objectives similar to ours.

Lack of Separate Representation

Morrison & Foerster LLP has acted as special U.S. federal income tax counsel to us in connectionwith this offering and is counsel to us, the Operating Partnership, the Dealer Manager, and the Advisorin connection with this offering and may in the future act as counsel for each such company.Morrison & Foerster LLP also serves and may in the future serve, as counsel to certain affiliates of theAdvisor in matters unrelated to this offering. There is a possibility that in the future the interests of thevarious parties may become adverse. In the event that a dispute were to arise between us, theOperating Partnership, the Dealer Manager, the Advisor, or any of their affiliates, separate counsel forsuch parties would be retained as and when appropriate.

Joint Ventures with Affiliates of the Advisor

Subject to approval by our board of directors and the separate approval of our independentdirectors, we may enter into joint ventures or other arrangements with affiliates of the Advisor toacquire, develop and/or manage real property, debt and other investments. In conjunction with suchprospective agreements, the Advisor and its affiliates may have conflicts of interest in determiningwhich of such entities should enter into any particular joint venture agreement. Our affiliated joint

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venture partners may have economic or business interests or goals which are or that may becomeinconsistent with our business interests or goals. In addition, should any such joint venture beconsummated, the Advisor may face a conflict in structuring the terms of the relationship between ourinterests and the interest of the affiliated joint venture partner, in managing the joint venture and inresolving any conflicts or exercising any rights in connection with the joint venture arrangements. Sincethe Advisor will make various decisions on our behalf, agreements and transactions between theAdvisor’s affiliates and us as joint venture partners with respect to any such joint venture will not havethe benefit of arm’s length negotiations of the type normally conducted between unrelated parties. Wemay enter into joint ventures with affiliates of the Advisor for the acquisition of investments, but only if(i) a majority of our directors, including a majority of the independent directors, not otherwiseinterested in the transaction, approve the transaction as being fair and reasonable to us and (ii) theinvestment by us and such affiliate are on terms and conditions that are no less favorable than thosethat would be available to unaffiliated parties.

Acquisition of Assets from Affiliates of the Advisor and Other Related Entities

We may acquire assets from affiliates of the Advisor or other related entities. It is important tonote that under no circumstance will we acquire any asset from the Advisor, its affiliates or otherrelated entities unless the contracts governing such acquisition include provisions to avoid theduplication of fees payable by us and such acquisition meets all of the criteria outlined under ‘‘Conflictsof Interest—Conflict Resolution Procedures—Acquisitions Involving Affiliates and Other RelatedEntities.’’

Fees and Other Compensation to the Advisor and its Affiliates

None of the agreements that provide for fees and other compensation to the Advisor and itsaffiliates will be the result of arm’s-length negotiations. All such agreements, including the AdvisoryAgreement, require approval by a majority of the independent directors.

The timing and nature of fees and compensation to the Advisor or its affiliates could create aconflict between the interests of the Advisor or its affiliates and those of our stockholders. Forexample, the Advisor is responsible for assisting our board of directors in developing, overseeing,implementing and coordinating our NAV procedures, and the performance component of the advisoryfee we pay the Sponsor or the Advisor, as applicable, and certain of the fees we pay the DealerManager are based on our NAV. Subject to oversight by our board of directors, the Advisor hasconsiderable discretion with respect to all decisions relating to the terms and timing of all transactions.Therefore, the Advisor may have conflicts of interest concerning certain actions taken on our behalf,particularly due to the fact that such fees and other amounts generally will be payable to the Advisorand its affiliates regardless of the quality of the real properties or debt investments acquired or theservices provided to us. In addition, the Dealer Manager will be paid an annual distribution fee withrespect to Class T shares and Class W shares that accrues monthly and is paid monthly until theearliest to occur of several events, including (i) a listing of shares of our common stock on a nationalsecurities exchange, and (ii) such Class T shares or Class W shares no longer being outstanding, whichcould incentivize the Advisor not to recommend a sale, merger or other liquidity event until the DealerManager has been paid all distribution fees, because the completion of such transactions would causethe Dealer Manager to no longer be paid such fees. Among other matters, the compensationarrangements could affect the judgment of the Advisor’s personnel with respect to:

• the continuation, renewal or enforcement of our agreements with the Advisor and its affiliates,including the Advisory Agreement and the agreement with the Dealer Manager;

• recommendations to our board of directors with respect to developing, overseeing, implementingand coordinating our NAV procedures, the provision of forward-looking property-level

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information to the Independent Valuation Firm, or the decision to adjust the value of certain ofour assets or liabilities if the Advisor is responsible for valuing them;

• public offerings of equity by us, which may result in increased advisory fees for the Advisor;

• competition for customers from entities sponsored or advised by affiliates of the Sponsor thatown properties in the same geographic area as us;

• investments in assets subject to product specialist agreements with the Advisor’s affiliates; and

• investments through a joint venture or other co-ownership arrangements, which may result inincreased fees for the Advisor.

We will pay certain advisory fees to the Sponsor or the Advisor, as applicable, regardless of thequality of the services the Advisor provides during the term of the Advisory Agreement.

Each transaction we enter into with the Advisor or its affiliates is subject to an inherent conflict ofinterest. The board of directors may encounter conflicts of interest in enforcing our rights against anyaffiliate of the Advisor in the event of a default by or disagreement with an affiliate of the Advisor orin invoking powers, rights or options pursuant to any agreement between us and any affiliate of theAdvisor. The independent directors must approve each transaction between us and the Advisor or anyof its affiliates.

Valuation Conflicts

The Advisor assists our board of directors in developing, overseeing, implementing andcoordinating our NAV procedures. It will assist our Independent Valuation Firm in valuing our realproperty portfolio by providing the firm with property-level information, including (i) historical andprojected operating revenues and expenses of the property; (ii) lease agreements on the property; and(iii) information regarding recent or planned capital expenditures. Our Independent Valuation Firm willassume and rely upon the accuracy and completeness of all such information, will not undertake anyduty or responsibility to verify independently any of such information and will rely upon us and theAdvisor to advise if any material information previously provided becomes inaccurate or was requiredto be updated during the period of its review. In addition, the Advisor may have some discretion withrespect to valuations of certain assets and liabilities, which could affect our NAV. Because the Advisoris paid certain fees for its services based on our NAV, the Advisor could be motivated to influence ourNAV and NAV procedures such that they result in an NAV exceeding realizable value, due to theimpact of higher valuations on the compensation to be received by the Advisor. The Advisor may alsobenefit by us retaining ownership of our assets at times when our stockholders may be better served bythe sale or disposition of our assets in order to avoid a possible reduction in our NAV that could resultfrom a distribution of the proceeds.

We also will compensate our Independent Valuation Firm, independent appraisers and otherparties involved in the determination of our monthly NAV, as described in ‘‘Net Asset ValueCalculation and Valuation Procedures.’’ The compensation we will pay to these parties will be approvedby a majority of our independent directors and will be based on standard market terms, which are notbased on the valuations of our assets and liabilities.

Conflict Resolution Procedures

We are subject to potential conflicts of interest arising out of our relationship with the Advisor andits affiliates. These conflicts may relate to compensation arrangements, the allocation of investmentopportunities, our anticipated acquisition of assets from affiliates of the Advisor, the terms andconditions on which various transactions might be entered into by us and the Advisor or its affiliates

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and other situations in which our interests may differ from those of the Advisor or its affiliates. Theprocedures set forth below have been adopted by us to address these potential conflicts of interest.

Board of Directors

In order to reduce or eliminate certain potential conflicts of interest, our board of directors willreview and approve all matters it believes may involve a conflict of interest, with the exception ofmatters for which it has delegated such authority to a committee, as is the case with the ConflictsResolution Committee. These matters must be approved by a majority of our board of directors,including a majority of the independent directors, not otherwise interested in the transaction. Amongthe matters the board will review and act upon are:

• The continuation, renewal or enforcement of our agreements with the Advisor and its affiliates,including the Advisory Agreement and the agreement with the dealer manager;

• Transactions with our directors, officers and affiliates;

• Awards under the equity incentive plan; and

• Pursuit of a potential Liquidity Event.

The independent directors may request that independent legal counsel be provided for them onany matter in which they deem such legal counsel is appropriate or necessary. The cost of suchindependent legal counsel shall be paid by us.

Compensation Involving the Advisor. Our board of directors, including the independent directors,will evaluate at least annually whether the compensation that we contract to pay to the Advisor isreasonable in relation to the nature and quality of services performed and that such compensation iswithin the limits prescribed by our charter. Our board of directors, including the independent directors,will supervise the performance of the Advisor and monitor the compensation we pay to it to determinethat the provisions of the Advisory Agreement are being carried out. This evaluation will be based onthe factors set forth below as well as any other factors deemed relevant by our board of directors,including the independent directors:

• The amount of fees paid to the Advisor in relation to the size, composition and performance ofour investments;

• The success of the Advisor in generating investments that meet our investment objectives;

• Rates charged to other externally advised REITs and other similar investors by advisorsperforming similar services;

• Additional revenues realized by the Advisor and its affiliates through their relationship with us,whether we pay them or they are paid by others with whom we do business;

• The quality and extent of the services and advice furnished by the Advisor;

• The performance of our investments, including income, conservation or appreciation of capital,frequency of problem investments and competence in dealing with distress situations; and

• The quality of the assets relative to the investments generated by the Advisor for its ownaccount, if any.

Acquisitions Involving Affiliates and Other Related Entities. We will not purchase or lease realproperties in which the Advisor, the Sponsor, any of our directors or any of their respective affiliateshas an interest without the approval by a majority of our board of directors, including a majority of theindependent directors, not otherwise interested in the transaction, that such transaction is fair andreasonable to us and at a price to us no greater than the cost of the property to the Advisor, the

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Sponsor, such director or their affiliates, or if the price is greater, a determination by our board ofdirectors, including a majority of the independent directors, not otherwise interested in the transaction,that there is substantial justification for any amount that exceeds such cost and that such excess amountis determined to be reasonable. In no event will we acquire any such property at an amount in excessof its appraised value, as determined by a reasonably current appraisal produced by an independentappraiser selected by our independent directors. We will not sell or lease real properties to the Advisor,the Sponsor, any of our directors or any of their respective affiliates without the approval by a majorityof our board of directors, including a majority of the independent directors, not otherwise interested inthe transaction, that such transaction is fair and reasonable to us.

Mortgage Loans Involving Affiliates. Our charter prohibits us from investing in or makingmortgage loans if the transaction is with the Advisor, the Sponsor, any of our directors or any of theirrespective affiliates (except the Operating Partnership or a wholly-owned subsidiary of our Company orof the Operating Partnership) unless an independent expert appraises the underlying property. We mustkeep the appraisal for at least five years and make it available for inspection and duplication by any ofour stockholders. In addition, we must obtain a mortgagee’s or owner’s title insurance policy orcommitment as to the priority of the mortgage or the condition of the title. Our charter prohibits usfrom making or investing in any mortgage loans that are subordinate to any lien or other indebtednessor equity interest of the Advisor, the Sponsor, any of our directors or any of our affiliates.

Issuance of Options and Warrants to Certain Affiliates. Our charter prohibits the issuance ofoptions or warrants to purchase our common stock to the Advisor, the Sponsor, any of our directors orany of their affiliates (i) on terms, if any, more favorable than we would offer such options or warrantsto unaffiliated third parties or (ii) in excess of an amount equal to 10% of our outstanding commonstock on the date of grant.

Repurchase of Shares of Common Stock. Our charter prohibits us from paying a fee to theAdvisor, the Sponsor, any of our directors or any of their affiliates in connection with our repurchaseof our common stock.

Loans and Expense Reimbursements Involving Affiliates. We will not make any loans to theAdvisor, the Sponsor, any of our directors or any of their affiliates, except as set forth in this paragraphand in ‘‘Conflict Resolution Procedures—Mortgage Loans Involving Affiliates.’’ In addition, we will notborrow from the Advisor, the Sponsor, any of our directors or any of their affiliates unless a majorityof our board of directors, including a majority of our independent directors, not otherwise interested inthe transaction, approves the transaction as being fair, competitive and commercially reasonable, andno less favorable to us than comparable loans between unaffiliated parties. These restrictions on loanswill only apply to advances of cash that may be viewed as loans, as determined by our board ofdirectors. By way of example only, the prohibition on loans would not restrict advances of cash for legalexpenses or other costs incurred as a result of any legal action for which indemnification is beingsought, nor would the prohibition limit our ability to advance reimbursable expenses incurred bydirectors or officers or the Advisor or its affiliates.

In addition, our directors and officers and the Advisor and its affiliates shall be entitled toreimbursement, at cost, for actual expenses incurred by them on behalf of us or joint ventures in whichwe are a joint venture partner, subject to the limitation on reimbursement of our operating expensesand our share of operating expenses of any joint venture to the extent that they exceed the greater of2% of our average invested assets or 25% of our net income, as described in this prospectus under thecaption ‘‘The Advisor and the Advisory Agreement—The Advisory Agreement.’’

Voting of Shares of Common Stock Owned by the Advisor, its Affiliate or Our Directors. The Advisoror a director or any of their affiliates may not vote their shares of common stock regarding (i) theirremoval or (ii) any transaction between them and us. In addition, in determining the requisite

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percentage in interest of shares necessary to approve a matter on which the Advisor, such director andany of their affiliates may not vote or consent, any shares owned by any of them will not be included.

Allocation of Leasing Opportunities. The Sponsor and the Advisor have implemented leaseallocation guidelines to assist with the process of the allocation of leases when we and certain otherentities to which affiliates of the Advisor are providing certain advisory services have potentiallycompeting properties with respect to a particular customer. Pursuant to the lease allocation guidelines,if we have an opportunity to bid on a lease with a prospective customer and one or more of theseother entities has a potentially competing property, then, under certain circumstances, we may not bepermitted to bid on the opportunity and in other circumstances, we and the other entities will bepermitted to participate in the bidding process. The lease allocation guidelines are overseen by theCombined Industrial Advisors Committee, which includes individuals associated with other entities towhich affiliates of the Advisor are providing similar services.

Allocation of Investment Opportunities Among Affiliates and Other Related Entities. Certain director indirect owners, managers, employees and officers of the Advisor are presently, and may in thefuture be, affiliated with other programs and business ventures and may have conflicts of interest inallocating their time, services, functions and investment opportunities among us and other real estateprograms or business ventures that such direct or indirect owners, managers, employees and officersorganize or serve. The Advisor has informed us that it will employ sufficient staff to be fully capable ofdischarging its responsibilities to us in light of the other real estate programs that from time to timewill be advised or managed by its direct or indirect owners, managers, employees and officers.

Because affiliates of the Sponsor and the Advisor currently sponsor and in the future may adviseother Investment Vehicles with overlapping investment objectives, strategies and criteria, potentialconflicts of interest may arise with respect to Industrial Investments. In order to manage this potentialconflict of interest, in allocating Industrial Investments among the Investment Vehicles, the Sponsorfollows the Allocation Policy which currently provides that if the Sponsor or one of its affiliates isawarded and controls an Industrial Investment that is suitable for more than one Investment Vehicle,based upon various Allocation Factors, including without limitation availability of capital, portfolioobjectives, diversification goals, target investment markets, return requirements, investment timing andthe Investment Vehicle’s applicable approval discretion and timing, then the Industrial Investment willbe offered to Investment Vehicles on a rotational basis and will be allocated to the Investment Vehicleat the top of the rotation list (that is, the Investment Vehicle that has gone the longest without beingallocated an Industrial Investment). If an Investment Vehicle on the list declines the IndustrialInvestment, it will be rotated to the bottom of the rotation list. Exceptions may be made to theAllocation Policy for (x) transactions necessary to accommodate an exchange pursuant to Section 1031of the Code, or (y) characteristics of a particular Industrial Investment or Investment Vehicle, such asadjacency to an existing asset, legal, regulatory or tax concerns or benefits, portfolio balancing or otherAllocation Factors listed below, which make the Industrial Investment more advantageous to one of theInvestment Vehicles. In addition, the Sponsor may from time to time specify that it will not seek newallocations for more than one Investment Vehicle until certain minimum allocation levels are reached.

The Sponsor may from time to time grant to certain Investment Vehicles certain exclusivity,rotation or other priority (each, a ‘‘Special Priority’’) with respect to Industrial Investments or otherinvestment opportunities. The only currently existing Special Priority has been granted to BTC III,pursuant to which BTC III will be presented one out of every three qualifying development IndustrialInvestments (subject to the terms and conditions of the BTC III partnership agreement) until such timeas capital commitments thereunder have been fully committed. The Sponsor or its affiliates may grantadditional special priorities in the future and from time to time. In addition, to the extent that apotential conflict of interest arises with respect to an investment opportunity other than an IndustrialInvestment, the Sponsor currently expects to manage the potential conflict of interest by allocating the

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investment in accordance with the principles of the Allocation Policy the Sponsor follows with respectto Industrial Investments.

‘‘Allocation Factors’’ are those factors that the Sponsor maintains and updates from time to timebased on review by the Sponsor’s Head of Real Estate. Current examples of Allocation Factors include:

• Overall investment objectives, strategy and criteria, including product type and style of investing(for example, core, core plus, value-add and opportunistic);

• The general real property sector or debt investment allocation targets of each program and anytargeted geographic concentration;

• The cash requirements of each program;

• The strategic proximity of the investment opportunity to other assets;

• The effect of the acquisition on diversification of investments, including by type of property,geographic area, customers, size and risk;

• The policy of each program relating to leverage of investments;

• The effect of the acquisition on loan maturity profile;

• The effect on lease expiration profile;

• Customer concentration;

• The effect of the acquisition on ability to comply with any restrictions on investments andindebtedness contained in applicable governing documents, SEC filings, contracts or applicablelaw or regulation;

• The effect of the acquisition on the applicable entity’s intention not to be subject to regulationunder the Investment Company Act;

• Legal considerations, such as ERISA and FIRPTA, that may be applicable to specific investmentplatforms;

• The financial attributes of the investment opportunity;

• Availability of financing;

• Cost of capital;

• Ability to service any debt associated with the investment opportunity;

• Risk return profiles;

• Targeted distribution rates;

• Anticipated future pipeline of suitable investments;

• Expected holding period of the investment opportunity and the applicable entity’s remainingterm;

• Whether the applicable entity still is in its fundraising and acquisition stage, or has substantiallyinvested the proceeds from its fundraising stage;

• Whether the applicable entity was formed for the purpose of making a particular type ofinvestment;

• Affiliate and/or related party considerations;

• The anticipated cash flow of the applicable entity and the asset;

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• Tax effects of the acquisition, including on REIT or partnership qualifications;

• The size of the investment opportunity; and

• The amount of funds available to each program and the length of time such funds have beenavailable for investment.

The Sponsor may modify its overall allocation policies from time to time. Any changes to theSponsor’s allocation policies will be timely reported to our Conflicts Resolution Committee. TheAdvisor will be required to provide information to our board of directors on a quarterly basis to enableour board of directors, including the independent directors, to determine whether such policies arebeing fairly applied.

These allocation procedures may result in investment opportunities that are attractive to us beingdirected to another entity sponsored or advised by affiliates of the Sponsor and the Advisor. Inaddition, the Sponsor or its affiliates may sponsor or advise additional real estate funds or otherventures now and in the future. The result of the creation of such additional funds may be to increasethe number of parties who have the right to participate in, or have priority with respect to, investmentopportunities sourced by the Sponsor or its affiliates, thereby reducing the number of investmentopportunities available to us. Additionally, this may result in certain asset classes being unavailable forinvestment by us, or being available only after one or more other real estate funds have first had theopportunity to invest in such assets.

To the extent that the Advisor or another affiliated entity becomes aware of an investmentopportunity that is suitable for us, it is possible that we may, pursuant to the terms of any agreementwith such affiliate or such related entity, co-invest equity capital in the form of a joint venture. Anysuch joint venture will require the approval of a majority of our board of directors, including a majorityof the independent directors.

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BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK AND OP UNITS OF THEOPERATING PARTNERSHIP

The Advisor initially purchased 20,000 Class I shares of our common stock in connection with ourformation, prior to the commencement of our initial public offering. The Sponsor contributed $1,000 tothe Operating Partnership in exchange for 100 Special Units and is currently a limited partner of theOperating Partnership. For so long as the Advisor serves as our advisor, the Advisor may not sell itsinitial investment in 20,000 shares of our common stock and the Sponsor may not sell its Special Units.

The following table shows, as of March 31, 2020, the number of shares of our common stock andOP Units beneficially owned (unless otherwise indicated) by any person who is known by us to be thebeneficial owner of more than five percent of our outstanding common stock; our directors; ourexecutive officers; and all of our directors and executive officers as a group. Unless otherwise indicatedbelow, each person or entity has an address in care of our principal executive offices at 518 17th Street,Suite 1700, Denver, Colorado 80202.

Shares of Our Common Stock and OP Units

Amount and Nature of Percent ofName of Beneficial Owner(1) Title Beneficial Ownership(1) Common Stock

100 Special Units(3)BCI IV Advisors Group LLC

(Sponsor)(2) . . . . . . . . . . . . . . . — — *BCI IV Advisors LLC (Advisor)(2) — 20,225 shares *Evan H. Zucker(2) . . . . . . . . . . . . Chairman, Director 19,253 shares *

120,316 OP Units(4)Dwight L. Merriman III . . . . . . . . Director 28,092 shares *Marshall M. Burton . . . . . . . . . . . Director 4,972 shares *Stanley A. Moore . . . . . . . . . . . . . Director 4,972 shares *John S. Hagestad . . . . . . . . . . . . . Director 5,316 shares *Charles B. Duke . . . . . . . . . . . . . . Director 4,972 shares *Rajat Dhanda . . . . . . . . . . . . . . . . Managing Director, — *

Co-PresidentJeffrey W. Taylor . . . . . . . . . . . . . . Managing Director, 2,003 shares *

Co-PresidentThomas G. McGonagle . . . . . . . . . Managing Director, CFO 3,000 shares *

and TreasurerJoshua J. Widoff . . . . . . . . . . . . . . Managing Director, Chief 2,670 shares *

Legal Officer and SecretaryScott W. Recknor . . . . . . . . . . . . . Managing Director, Head — *

of Asset ManagementBeneficial ownership of common

stock by all directors andexecutive officers as a group . . . — 95,475 shares *

* Less than one percent.

(1) Except as otherwise indicated below, each beneficial owner has the sole power to vote and disposeof all common stock held by that beneficial owner. Beneficial ownership is determined inaccordance with Rule 13d-3 under the Exchange Act. Common stock issuable upon redemption ofOP Units are treated as beneficially owned and outstanding for the purpose of computing thepercentage ownership of the person holding the OP Units, but are not treated as outstanding forthe purpose of computing the percentage ownership of any other person.

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(2) The Advisor and the Sponsor are presently each directly or indirectly jointly controlled by theestate of John Blumberg, James R. Mulvihill and Evan H. Zucker (Chairman of our board ofdirectors) and/or their affiliates. The amount of shares indicated in the table as being owned byMr. Zucker does not include the shares owned by the Advisor. Mr. Zucker disclaims beneficialownership of the shares, OP Units and Special Units owned by the Sponsor and the Advisorexcept to the extent of his pecuniary interests.

(3) Represents Special Units that are entitled to distributions from the Operating Partnership undercertain circumstances.

(4) Reflects 19,253 shares and 120,316 OP Units owned indirectly by Mr. Zucker through a limitedliability company. The OP Units may be redeemed for shares of our common stock at the electionof the holder.

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NET ASSET VALUE CALCULATION AND VALUATION PROCEDURES

Overview

Our board of directors, including a majority of our independent directors, has adopted these NetAsset Value Calculation and Valuation Procedures, which we refer to as our valuation procedures, asamended from time to time that contain a comprehensive set of methodologies to be used inconnection with the calculation of our NAV. As a public company, we are required to issue financialstatements generally based on historical cost in accordance with GAAP. To calculate our NAV for thepurpose of establishing a purchase and redemption price for our shares, we have adopted policies andprocedures, as explained below, which adjust the value of certain of our assets from historical cost tofair value. As a result, our NAV may differ from the amount reported as stockholders’ equity on theface of our financial statements prepared in accordance with GAAP. The fair value of our assets andcertain liabilities is calculated for the purposes of determining our NAV per share, using widelyaccepted methodologies and, as appropriate, the GAAP principals within the FASB AccountingStandards Codification under Topic 820, Fair Value Measurements and Disclosures. However, ourvaluation procedures and our NAV are not subject to GAAP and will not be subject to independentaudit. Furthermore, no rule or regulation requires that we calculate NAV in a certain way. Although webelieve our NAV calculation methodologies are consistent with standard industry principles, there is noestablished practice among public REITs, whether listed or not, for calculating NAV in order toestablish a purchase and redemption price. As a result, other public REITs may use differentmethodologies or assumptions to determine NAV.

Independent Valuation Firm

With the approval of our board of directors, including a majority of our independent directors, wehave engaged Altus Group U.S., Inc., a third-party valuation firm (‘‘Altus Group’’ or the ‘‘IndependentValuation Firm’’), to serve as our independent valuation firm with respect to the oversight of theannual appraisals of our real property assets, described below, and the monthly valuation of our realproperty portfolio. Altus Group is a multidisciplinary provider of independent, commercial real estateconsulting and advisory services with multiple offices around the world, including in Canada, the U.K.,Australia, the United States and Asia Pacific. Altus Group is engaged in the business of valuingcommercial real estate properties and is not affiliated with us or the Advisor. The compensation we payto the Independent Valuation Firm is not be based on the estimated values of our real estate assets.Our board of directors, including a majority of our independent directors, may replace the IndependentValuation Firm at any time. We will promptly disclose any changes to the identity or role of theIndependent Valuation Firm in this prospectus and in reports we publicly file with the SEC.

Altus Group discharges its responsibilities in accordance with our real property valuationprocedures described below and with the oversight of our board of directors. Our board of directors isnot involved in the day-to-day valuation of the real property portfolio, but periodically receives andreviews such information about the valuation of the real property portfolio as it deems necessary toexercise its oversight responsibility. While our Independent Valuation Firm is responsible for providingour real property valuations, our Independent Valuation Firm is not responsible for nor prepares ourmonthly NAV.

The Independent Valuation Firm is engaged primarily to provide our monthly real propertyvaluations and to help us manage the property appraisal process, but it may be engaged to provideadditional services, including providing an independent valuation or appraisal of any of our other assetsor liabilities (contingent or otherwise). Our Independent Valuation Firm may from time to timeperform other commercial real estate and financial advisor services for our Advisor and its relatedparties, or in transactions related to the properties that are the subjects of the valuations beingperformed for us, or otherwise, so long as such other services do not adversely affect the independence

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of the applicable appraiser as certified in the applicable appraisal report or the independence of ourIndependent Valuation Firm.

Property Appraisal Process

Periodic real property appraisals serve as the foundation of the Independent Valuation Firm’smonthly real property portfolio valuation. The overarching principle of these appraisals is to produce areal property portfolio valuation that represents fair and accurate estimates of the unencumberedvalues of our real estate or the prices that would be received for our real properties in arm’s-lengthtransactions between market participants before considering underlying debt. The valuation of our realproperties determined by the Independent Valuation Firm may not always reflect the value at which wewould agree to buy or sell such assets and the value at which we would buy or sell such assets couldmaterially differ from the Independent Valuation Firm’s estimate of fair value. Further, we do notundertake to disclose the value at which we would be willing to buy or sell our real properties to anyprospective or existing investor.

We obtain ongoing appraisals pursuant to schedules prepared by the Independent Valuation Firmand the Advisor that are designed to conduct appraisals on each of our properties throughout any givencalendar year. In order to provide an orderly appraisal process, we seek to have approximately1/12th of the portfolio appraised by a third party each month, although we may have more or lessappraised in an individual month. In no event will a calendar year pass without having each propertyvalued by appraisal unless such asset is bought or sold in such calendar year. The acquisition price ofnewly acquired properties will serve as our appraised value for the year of acquisition, and thereafterwill be part of the appraisal cycle described above such that they are appraised at least every calendaryear.

Appraisals are performed in accordance with the Code of Ethics and the Uniform Standards ofProfessional Appraisal Practices, or USPAP, the real estate appraisal industry standards created by TheAppraisal Foundation. Each appraisal must be reviewed, approved, and signed by an individual with theprofessional designation of MAI (Member of the Appraisal Institute). The Independent Valuation Firmis involved with the appraisal process, but we have engaged other independent valuation firms(‘‘Appraisal Firms’’) to provide appraisals for our properties. The Independent Valuation Firm confirmsthe reasonableness of the appraisal before reflecting any valuation change in its valuation of our realproperty portfolio. Real estate appraisals are reported on a free-and-clear basis (for example, nomortgage), irrespective of any property-level financing that may be in place. Such property-level orother financings ultimately are factored in and do reduce our NAV in a manner described in moredetail below.

We utilize the income approach as the primary methodology for valuing our real propertyportfolio, whereby value is derived by determining the present value of an asset’s future cash flows (forexample, discounted cash flow analysis). Consistent with industry practices, the income approachincorporates subjective judgments regarding comparable property rental rates and operating expensedata, the appropriate capitalization or discount rates, and projections of future rent and expenses basedon market trends. Other methodologies that may also be used to value properties include salescomparisons and replacement cost approaches. Because the property valuations involve significantprofessional judgment in the application of both observable and unobservable attributes, the calculatedvalue of our real property assets may differ from their actual realizable values or future appraisedvalues. Our real estate portfolio valuation may not reflect the liquidation value or net realizable valueof our properties because the valuations performed by the Independent Valuation Firm involvesubjective judgments and do not reflect transaction costs associated with property dispositions. In somecircumstances such as when an asset is anticipated to be acquired or disposed, we may factor into ourNAV calculation a portion of the potential transaction price and related closing costs given the

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likelihood that the transaction will close. In all circumstances, transaction costs related to an acquisitionor disposition will be factored into our NAV no later than the closing date for such transaction.

Each individual appraisal report for our assets, as described further below, is addressed solely toour Company to assist the Independent Valuation Firm in providing our real property portfoliovaluation. Our Independent Valuation Firm’s valuation reports are not addressed to the public and maynot be relied upon by any other person to establish an estimated value of our common stock and willnot constitute a recommendation to any person to purchase or sell any shares of our common stock. Inpreparing its valuation reports, our Independent Valuation Firm does not solicit third-party indicationsof interest for our common stock in connection with possible purchases thereof or the acquisition of allor any part of our Company.

Valuation of Assets

Consolidated Properties

The real property portfolio valuation, which is the largest component of our NAV calculation, isprovided to us by our Independent Valuation Firm each month. The periodic property appraisals, asdiscussed above, are the foundation of this valuation. However, each month, the Independent ValuationFirm may adjust a real property’s valuation, as necessary, based on known events that have a materialimpact on the most recent value (adjustments for non-material events may also be made). For example,changes to underlying property fundamentals and overall market conditions, which may include: (i) anunexpected termination or renewal of a material lease; (ii) a material change in vacancy levels; (iii) anunanticipated structural or environmental event at a property; or (iv) material capital markets events,any of which may cause the value of a property to change materially. Furthermore, the value of ourproperties is determined on an unencumbered basis. The effect of property-level debt on our NAV isdiscussed further below.

The Independent Valuation Firm collects all reasonably available information that it deemsrelevant in valuing our real estate portfolio. Using information derived from a variety of sourcesincluding, but not limited to, the property’s most recent appraisal, information from management andother information derived through the Independent Valuation Firm’s database and other industry data,the Independent Valuation Firm determines the appropriate adjustment to be made to the estimatedvalue of the property. The Independent Valuation Firm relies in part on property-level informationprovided by the Advisor, including: (i) historical and projected operating revenues and expenses of theproperty; (ii) lease agreements on the property; and (iii) information regarding recent or plannedcapital expenditures. Upon becoming aware of the occurrence of a material event impacting property-level information, the Advisor will promptly notify the Independent Valuation Firm.

In conducting its investigation and analyses, our Independent Valuation Firm takes into accountcustomary and accepted financial and commercial procedures and considerations as it deems relevant,which may include, without limitation, the review of documents, materials and information relevant tovaluing the property that are provided by us or our Advisor. Although our Independent Valuation Firmmay review information supplied or otherwise made available by us or our Advisor for reasonableness,it assumes and relies upon the accuracy and completeness of all such information and of allinformation supplied or otherwise made available to it by any other party and does not undertake anyduty or responsibility to verify independently any of such information. With respect to operating orfinancial forecasts and other information and data to be provided to or otherwise to be reviewed by ordiscussed with our Independent Valuation Firm, our Independent Valuation Firm assumes that suchforecasts and other information and data were reasonably prepared in good faith reflecting the bestcurrently available estimates and judgments of our management, board of directors and Advisor, andrelies upon us to advise our Independent Valuation Firm promptly if any material informationpreviously provided becomes inaccurate or is required to be updated during the period of its review.

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In performing its analyses, our Independent Valuation Firm makes numerous other assumptionswith respect to industry performance, general business, economic and regulatory conditions and othermatters, many of which are beyond its control and our control, as well as certain factual matters. Forexample, unless specifically informed to the contrary, our Independent Valuation Firm assumes that wehave clear and marketable title to each real estate property valued, that no title defects exist, thatimprovements were made in accordance with law, that no hazardous materials are present or werepresent previously, that no deed restrictions exist, and that no changes to zoning ordinances orregulations governing use, density or shape are pending or being considered. Furthermore, ourIndependent Valuation Firm’s analysis, opinions and conclusions are necessarily based upon market,economic, financial and other circumstances and conditions existing at or prior to the valuation, andany material change in such circumstances and conditions may affect our Independent Valuation Firm’sanalysis and conclusions. Our Independent Valuation Firm’s appraisal reports may contain otherassumptions, qualifications and limitations set forth in the respective appraisal reports that qualify theanalysis, opinions and conclusions set forth therein.

Development and value-add assets will be valued at estimated fair market value and will join theappraisal cycle upon the earlier of stabilization or twelve months from substantial completion. Factorssuch as the status of land entitlements, permitting processes and jurisdictional approvals are consideredwhen determining the fair market value of development and value-add assets.

The analyses performed by our Independent Valuation Firm do not address the market value ofour common stock. Furthermore, the prices at which our real estate properties may actually be soldcould differ from our Independent Valuation Firm’s analyses.

Unconsolidated Properties

Unconsolidated properties held through joint ventures or partnerships generally are valued in amanner that is consistent with the guidelines described above for consolidated properties. Once thevalue of real properties held by the joint venture is determined by an independent appraisal and wedetermine the fair value of any other assets and liabilities of the joint venture, the value of our interestin the joint venture generally is then determined by using a hypothetical liquidation calculation of ourpercentage of the joint venture’s NAV. Unconsolidated properties held in a joint venture that acquiresmultiple properties over time may be valued as a single investment.

Real Estate-Related Assets and Other Assets

Publicly traded debt and equity real estate-related assets that are not restricted as to salability ortransferability are valued monthly based on publicly available information. Generally, to the extent theinformation is available, such assets are valued at the last trade of such securities that was executed ator prior to closing on the valuation day or, in the absence of such trade, the last ‘‘bid’’ price. The valueof publicly traded debt and equity real estate-related assets that are restricted as to salability ortransferability may be adjusted by the pricing source for a liquidity discount. In determining the amountof such discount, consideration is given to the nature and length of such restriction and the relativevolatility of the market price of the asset.

Other assets include, but may not be limited to, derivatives (other than interest rate hedges), creditrated government and corporate debt securities, publicly traded equity securities, cash and cashequivalents, and accounts receivable. Estimates of the fair values of other assets are determined usingwidely accepted methodologies and, where available, on the basis of publicly available information.Subject to our board of directors’ approval, pricing sources may include third parties or the Advisor orits affiliates.

Individual investments in mortgages, mortgage participations and mezzanine loans are included inour determination of NAV at fair value.

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Pursuant to our valuation procedures, our board of directors, including a majority of ourindependent directors, approves the pricing sources of our real estate-related assets and derivatives. Ingeneral, these sources are third parties other than our Advisor. However, we may utilize the Advisor orBlack Creek Group affiliate as a pricing source if the asset is immaterial or there are no other pricingsources reasonably available, and provided that our board of directors, including a majority of ourindependent directors, must approve the initial valuation performed by our Advisor and any subsequentmaterial adjustments made by our Advisor. The third-party pricing source may, under certaincircumstances, be our Independent Valuation Firm.

Valuation of Liabilities, Excluding Property-Level Mortgages, Corporate-Level Credit Facilities andInterest Rate Hedges

Except as noted below, we include an estimate of the fair value of our liabilities as part of ourNAV calculation. These liabilities include, but may not be limited to, fees and reimbursements payableto the Advisor and its affiliates, accounts payable and accrued expenses, and other liabilities. Pursuantto our valuation procedures, our board of directors, including a majority of our independent directors,approves the pricing sources of our liabilities, which may include third parties or our Advisor or itsaffiliates.

Under applicable GAAP, we record liabilities for distribution fees (i) that we currently owe ourDealer Manager under the terms of our dealer manager agreement and (ii) that we estimate we maypay to our Dealer Manager in future periods. However, we do not deduct the liability for estimatedfuture distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimatedvalue on the date that we determine our NAV. Accordingly, our estimated NAV at any given time doesnot include consideration of any estimated future distribution fees that may become payable after suchdate.

Valuation of Liabilities—Property-Level Mortgages, Corporate-Level Credit Facilities and Interest RateHedges

Our property-level mortgages and corporate-level credit facilities that are intended to be held tomaturity, including those subject to interest rates hedges, are valued at par (i.e. at their respectiveoutstanding balances). Because we often utilize interest rate hedges to stabilize interest payments(i.e. to fix all-in interest rates through interest rate swaps or to limit interest rate exposure throughinterest rate caps) on individual loans, each loan and associated interest rate hedge is treated as onefinancial instrument which is valued at par if intended to be held to maturity. This policy of valuing atpar applies regardless of whether any given interest rate hedge is considered as an asset or liability forGAAP purposes.

Our property-level mortgages and corporate-level credit facilities that are not intended to be heldto maturity (in conjunction with any associated interest rate hedges that are not intended to be held tomaturity) are valued at fair value using widely accepted valuation methodologies.

Estimated prepayment penalties are not factored into the valuation of our debt until a loan orinterest rate hedge is actually prepaid or terminated unless an interest rate hedge is definitively notintended to be held to maturity, in which case a hedge mark to market adjustment are made at suchtime.

Debt that is not intended to be held to maturity means any property-level mortgages that wedefinitively intend to prepay in association with any asset considered as held-for-sale from a GAAPperspective, other property-level mortgages or corporate-level credit facilities that we definitively intendto prepay, or any interest rate hedge that we definitively intend to terminate.

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In addition, for non-recourse mortgages and interest rate hedges, the combined value of eachmortgage and associated interest rate hedge is limited to the value of the underlying asset(s), so as tonot make the equity of said asset(s) less than zero.

Costs and expenses incurred to secure such financings are amortized over the life of the applicableloan. Unless costs can be specifically identified, we allocate the financing costs and expenses incurredwith obtaining multiple loans that are not directly related to any single loan among the applicableloans, generally pro rata based on the amount of proceeds from each loan.

NAV and NAV per Share Calculation

Our NAV per share is calculated as of the last calendar day of each month for each of ouroutstanding classes of stock, and is available generally within 15 calendar days after the end of theapplicable month. Our NAV per share is calculated by ALPS, a third-party valuation firm approved byour board of directors, including a majority of our independent directors. Our board of directors,including a majority of our independent directors, may replace ALPS, the Independent Valuation Firm,or any other party involved in our valuation procedures with another party, including our Advisor, if itis deemed appropriate to do so.

Each month, before taking into consideration accrued dividends or class-specific distribution feeaccruals, any change in the Aggregate Fund NAV (whether an increase or decrease) from the priormonth is allocated among each class of Fund Interest based on each class’s relative percentage of theprevious Aggregate Fund NAV. Changes in the Aggregate Fund NAV reflect factors including, but notlimited to, unrealized/realized gains (losses) on the value of our real property portfolio, increases ordecreases in real estate-related assets and liabilities, and monthly accruals for income and expenses(including accruals for performance based fees, if any, advisory fees and distribution fees) anddistributions to investors.

Our most significant source of income is property-level net operating income. We accrue revenuesand expenses on a monthly basis based on actual leases and operating expenses in that month. For thefirst month following a property acquisition, we will calculate and accrue net operating income withrespect to such property based on the performance of the property before the acquisition and thecontractual arrangements in place at the time of the acquisition, as identified and reviewed through ourdue diligence and underwriting process in connection with the acquisition. For NAV calculationpurposes, organization and offering costs incurred as part of our corporate-level expenses related to ourprimary offering reduce NAV as incurred. In addition, organization and offering costs incurred prior toJanuary 1, 2020, are amortized to expense on a straight-line basis over 5 years, beginning January 1,2020.

Following the calculation and allocation of changes in the Aggregate Fund NAV as describedabove, NAV for each class is adjusted for accrued dividends and the ongoing distribution fees, todetermine the monthly NAV. Upfront selling commissions and dealer manager fees have no effect onthe NAV of any class because they are effectively paid by the purchasers of shares in the primaryoffering at the time of purchase. The purchase price of such shares is equal to the transaction price,which generally equals the most recently disclosed monthly NAV per share. We may offer shares at aprice that we believe reflects the NAV per share of such stock more appropriately than the priormonth’s NAV per share in cases where we believe there has been a material change (positive ornegative) to our NAV per share since the end of the prior month; however, such adjustments areanticipated to be infrequent. NAV per share for each class is calculated by dividing such class’s NAV atthe end of each month by the number of shares outstanding for that class on such day.

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NAV of our Operating Partnership and OP Units

Because certain fees to the Advisor are based on our Aggregate Fund NAV (i.e., the aggregateNAV of our outstanding shares, along with the OP Units held by third parties), our valuationprocedures include the following methodology to determine the monthly NAV of our OperatingPartnership and the OP Units. Our Operating Partnership has classes of OP Units that are eacheconomically equivalent to our corresponding classes of shares. Accordingly, on the last day of eachmonth, the NAV per OP Unit equals the NAV per share of the corresponding class. The NAV of ourOperating Partnership on the last day of each month equals the sum of the NAVs of each outstandingOP Unit on such day.

Oversight by our Board of Directors

All parties engaged by us in the calculation of our NAV, including Altus Group, ALPS and ourAdvisor, are subject to the oversight of our board of directors. As part of this process, our Advisorreviews the estimates of the values of our real property portfolio and real estate-related assets forconsistency with our valuation guidelines and the overall reasonableness of the valuation conclusions,and inform our board of directors of its conclusions. Although our Independent Valuation Firm orother pricing sources may consider any comments received from us or our Advisor or other valuationsources for their individual valuations, the final estimated values of our real property portfolio and realestate-related assets are determined by the Independent Valuation Firm or other pricing sources. OurIndependent Valuation Firm is available to meet with our board of directors to review valuationinformation, as well as our valuation guidelines and the operation and results of the valuation processgenerally. Our board of directors has the right to engage additional valuation firms and pricing sourcesto review the valuation process or valuations, if deemed appropriate.

Review of and Changes to Our Valuation Procedures

At least once each calendar year our board of directors, including a majority of our independentdirectors, reviews the appropriateness of our valuation procedures. With respect to the valuation of ourproperties, the Independent Valuation Firm provides our board of directors with periodic valuationreports. From time to time our board of directors, including a majority of our independent directors,may adopt changes to the valuation procedures if it: (1) determines that such changes are likely toresult in a more accurate reflection of NAV or a more efficient or less costly procedure for thedetermination of NAV without having a material adverse effect on the accuracy of such determination;or (2) otherwise reasonably believes a change is appropriate for the determination of NAV. We willpublicly announce material changes to our valuation procedures or the identity or role of theIndependent Valuation Firm or the NAV Accountant.

Limitations on the Calculation of NAV

The most significant component of our NAV consists of real property investments and, as with anyreal estate valuation protocol, each property appraisal and valuation is based on a number ofjudgments, assumptions or opinions about future events that may or may not prove to be correct. Theuse of different judgments, assumptions or opinions could result in a different estimate of the value ofour real property investments. Although the methodologies contained in the valuation procedures aredesigned to operate reliably within a wide variety of circumstances, it is possible that in certainunanticipated situations or after the occurrence of certain extraordinary events (such as a terroristattack or an act of nature), our ability to implement and coordinate our NAV procedures may beimpaired or delayed, including in circumstances where there is a delay in accessing or receivinginformation from vendors or other reporting agents. Further, the NAV per share should not be viewedas being determinative of the value of our common stock that may be received in a sale to a third partyor the value at which our stock would trade on a national stock exchange. Our board of directors may

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suspend this offering or any subsequent offering of our common stock and the share redemptionprogram if it determines that the calculation of NAV may be materially incorrect or there is acondition that restricts the valuation of a material portion of our assets.

Historical NAV Per Share

The transaction price for each share class of our common stock for subscriptions to be accepted asof May 1, 2020 (and distribution reinvestment plan issuances following the close of business onApril 30, 2020 and share redemptions as of April 30, 2020) is as follows:

Transaction Price Offering PriceShare Class (per share) (per share)

Class T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.0645 $10.5387Class W . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.0645 $10.0645Class I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.0645 $10.0645

The transaction price for each of our share classes is equal to such class’s NAV per share as ofMarch 31, 2020. A calculation of the NAV per share is set forth below. The offering price of ourcommon stock for each share class equals the transaction price of such class, plus applicable upfrontselling commissions and dealer manager fees.

Our board of directors, including a majority of our independent directors, has adopted valuationprocedures, as amended from time to time, that contain a comprehensive set of methodologies to beused in connection with the calculation of our NAV. Our most recent NAV per share for each shareclass, which is updated as of the last calendar day of each month, is posted on our website atwww.blackcreekindustrialiv.com and is also available on our toll-free, automated telephone line at(888) 310-9352. See the ‘‘Net Asset Value Calculation and Valuation Procedures’’ section of theProspectus for a more detailed description of our valuation procedures, including important disclosureregarding real property valuations provided by Altus Group U.S. Inc. (the ‘‘Independent ValuationFirm’’). All parties engaged by us in the calculation of our NAV, including the Advisor, are subject tothe oversight of our board of directors. Generally, all of our real properties are appraised once eachcalendar year by third party appraisal firms in accordance with our valuation procedures and suchappraisals are reviewed by the Independent Valuation Firm.

As used below, ‘‘Fund Interests’’ means our outstanding shares of common stock, along with thepartnership units in our operating partnership (‘‘OP Units’’) held directly or indirectly by the Sponsor,and ‘‘Aggregate Fund NAV’’ means the NAV of all of the Fund Interests.

As described above under ‘‘—Valuation of Liabilities—Property-Level Mortgages, Corporate-LevelCredit Facilities and Interest Rate Hedges,’’ our property-level mortgages and corporate-level creditfacilities, including those subject to interest rate hedges, that are intended to be held to maturity arevalued at par while those that are not intended to be held to maturity are valued at fair value. Wecurrently estimate the fair value of our debt (inclusive of associated interest rate hedges) that wasintended to be held to maturity as of March 31, 2020 was $4.9 million higher than par for such debt inaggregate, meaning that if we used the fair value of our debt rather than par (and treated theassociated hedge as part of the same financial instrument), our NAV would be lower by approximately$4.9 million, or $0.05 per share, as of March 31, 2020.

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The following table sets forth the components of Aggregate Fund NAV as of March 31, 2020 andFebruary 29, 2020:

As of

March 31, February 29,(in thousands) 2020 2020

Investments in industrial properties . . . . . . . . . . . . . . . . . . $ 940,950 $ 926,750Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . 424,796 157,763Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,762 12,445Line of credit, term loan and mortgage notes . . . . . . . . . . . (356,750) (356,750)Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15,805) (13,633)Accrued performance component of advisory fee . . . . . . . . (275) (515)Accrued fixed component of advisory fee . . . . . . . . . . . . . . (599) (593)

Aggregate Fund NAV . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,006,079 $ 725,467

Total Fund Interests outstanding . . . . . . . . . . . . . . . . . . . . 99,963 72,051

The following table sets forth the NAV per Fund Interest as of March 31, 2020 and February 29,2020:

Class T Class W Class I(in thousands, except per Fund Interest data) Total Shares Shares Shares OP Units

As of March 31, 2020Monthly NAV . . . . . . . . . . . . . . . . . . . . . . . $1,006,079 $935,532 $ 47,278 $ 19,636 $ 3,633Fund Interests outstanding . . . . . . . . . . . . . . 99,963 92,954 4,697 1,951 361

NAV Per Fund Interest . . . . . . . . . . . . . . . . $ 10.0645 $10.0645 $10.0645 $10.0645 $10.0645As of February 29, 2020Monthly NAV . . . . . . . . . . . . . . . . . . . . . . . $ 725,467 $668,907 $ 36,805 $ 16,121 $ 3,634Fund Interests outstanding . . . . . . . . . . . . . . 72,051 66,434 3,655 1,601 361

NAV Per Fund Interest . . . . . . . . . . . . . . . . $ 10.0688 $10.0688 $10.0688 $10.0688 $10.0688

Under GAAP, we record liabilities for ongoing distribution fees that (i) we currently owe under theterms of the dealer manager agreement and (ii) we estimate we may pay to the Dealer Manager infuture periods for shares of our common stock. As of March 31, 2020, we estimated approximately$37.1 million of ongoing distribution fees were potentially payable to the Dealer Manager. We intendfor our NAV to reflect our estimated value on the date that we determine our NAV. As such, we donot deduct the liability for estimated future distribution fees in our calculation of NAV that maybecome payable after the date as of which our NAV is calculated.

The valuation for our real properties as of March 31, 2020 was provided by the IndependentValuation Firm in accordance with our valuation procedures and determined by starting with theacquisition price of our real properties, which was adjusted based on subsequent events andassumptions used by the Independent Valuation Firm. Certain key assumptions that were used by theIndependent Valuation Firm in the discounted cash flow analysis are set forth in the following table:

Weighted-Average

Basis

Exit capitalization rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4%Discount rate / internal rate of return . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4%Holding period of real properties (years) . . . . . . . . . . . . . . . . . . . . . . . . . 10.0

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A change in the rates used would impact the calculation of the value of our real properties. Forexample, assuming all other factors remain constant, the hypothetical changes listed below would resultin the following effects on the value of our real properties:

Increase(Decrease)

Hypothetical to the NAVInput Change of Real Properties

Exit capitalization rate (weighted-average) . . . . . . 0.25% decrease 3.3%0.25% increase (3.0)%

Discount rate (weighted-average) . . . . . . . . . . . . 0.25% decrease 2.0%0.25% increase (2.0)%

We commenced calculating our NAV on a monthly basis as of May 31, 2018. The following tableshows our NAV per fund interest as of the end of each quarter indicated below:

Class T Class I Class WDate Shares Shares Shares

June 30, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.0086 $10.0086 $10.0086September 30, 2018 . . . . . . . . . . . . . . . . . . . . . . . $10.0469 $10.0469 $10.0469December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . $10.0571 $10.0571 $10.0571March 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . $10.0618 $10.0618 $10.0618June 30, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.0583 $10.0583 $10.0583September 30, 2019 . . . . . . . . . . . . . . . . . . . . . . . $10.0587 $10.0587 $10.0587December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . $10.0763 $10.0763 $10.0763March 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . $10.0645 $10.0645 $10.0645

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SELECTED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction with‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and ourconsolidated financial statements and notes thereto included in our Annual Report on Form 10-K forthe year ended December 31, 2019 and 2018, incorporated herein by reference.

For the Year Ended December 31,

(in thousands, except per share data) 2019(1) 2018(1) 2017(1) 2016(1) 2015(1)

Operating data:Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,377 $ 6,520 $ — $ — $—Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . $ (47,029) $ (14,076) $(1,223) $ (310) $—Total other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (8,290) $ (2,250) $ (309) $ (15) $—Total expenses before expense support from Advisor . . . . . . $ (55,319) $ (16,326) $(1,532) $ (325) $—Total (reimbursement to) expense support from the Advisor,

net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (7,428) $ 5,583 $ 1,735 $ 150 $—Net (expenses) income after expense support from Advisor . $ (62,787) $ (10,743) $ 203 $ (175) $—Net (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (22,410) $ (4,223) $ 203 $ (175) $—Net (loss) income attributable to common stockholders . . . . $ (22,368) $ (4,223) $ 203 $ (175) $—Net (loss) income per common share—basic and diluted . . . $ (0.60) $ (0.46) $ 0.53 $(4.39) $—Weighted-average shares outstanding . . . . . . . . . . . . . . . . . 37,382 9,107 381 40 20Distributions:Gross cash distributions declared(2) . . . . . . . . . . . . . . . . . $ 20,341 $ 4,942 $ 203 $ 11 $—Cash distributions declared per common share(2)(3)(4) . . . . $ 0.55 $ 0.55 $ 0.53 $ 0.13 $—Company-defined FFO(5):Reconciliation of net loss to Company-defined FFO:Net (loss) income attributable to common stockholders . . . . $ (22,368) $ (4,223) $ 203 $ (175) $—Total NAREIT adjustments(6) . . . . . . . . . . . . . . . . . . . . . $ 22,194 $ 3,541 $ — $ — $—Total Company-defined adjustments(7) . . . . . . . . . . . . . . . $ 3,062 $ 4,900 $ — $ — $—

Company-defined FFO . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,888 $ 4,218 $ 203 $ (175) $—

Cash flow data:Net cash provided by operating activities . . . . . . . . . . . . . . $ 6,453 $ 3,154 $ 264 $ (481) $—Net cash used in investing activities . . . . . . . . . . . . . . . . . $(536,903) $(299,953) $ — $ — $—Net cash provided by financing activities . . . . . . . . . . . . . . $ 562,607 $ 304,774 $ 8,662 $2,401 $—

As of December 31,

(in thousands) 2019(1) 2018(1) 2017(1) 2016(1) 2015(1)

Balance sheet data:Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . $ 51,178 $ 19,016 $10,565 $1,640 $201Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $938,773 $323,453 $12,548 $2,530 $201Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . $531,570 $151,680 $ 1,942 $ 415 $ —Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . $406,478 $171,772 $10,605 $2,113 $200Gross offering proceeds raised during period(8) . . . . $304,983 $200,070 $10,190 $2,500 $ —Shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . 49,275 20,265 1,238 255 20

(1) We broke escrow on our initial public offering on November 30, 2016 and commenced real estateoperations on February 26, 2018 when we acquired our first property. On September 5, 2019, ourinitial public offering was terminated immediately upon the effectiveness of the registrationstatement for this offering. We are in the acquisition phase of our life cycle, and the results of ouroperations are primarily impacted by the timing of our acquisitions and the equity raised throughour public offering. Accordingly, our year-over-year financial data is not directly comparable.

(2) Gross cash distributions are total distributions before the deduction of distribution fees relating toClass T shares and Class W shares.

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(3) Amounts reflect the quarterly distribution rate authorized by our board of directors per Class Ishare of common stock. Our board of directors authorized distributions at this same rate perClass T and Class W share of common stock less respective distribution fees that are payablemonthly with respect to such Class T and Class W shares (as calculated on a daily basis).

(4) Cash distributions were authorized to all common stockholders of record as of the close ofbusiness on each day commencing on the date that the minimum offering requirements were metin connection with the initial public offering and ending on the last day of the quarter in which theminimum offering requirements were met (the ‘‘Initial Quarter’’). We met the minimum offeringrequirements in connection with our initial public offering on November 30, 2016. Accordingly, theInitial Quarter commenced on that date and ended on December 31, 2016.

(5) See ‘‘—Additional Performance Measures’’ below for a definition of Company-defined FFO, aswell as a detailed reconciliation of our net income (loss) to Company-defined FFO.

(6) Included in our NAREIT adjustments are real estate-related depreciation and amortization.

(7) Included in our Company-defined adjustments are acquisition expense reimbursements, whichreflect amounts reimbursable to the Advisor for all expenses incurred by the Advisor and itsaffiliates on our behalf in connection with the selection, acquisition, development or origination ofan asset.

(8) Reflects gross offering proceeds raised from our public and private offerings.

Additional Performance Measures

FFO, Company-Defined Funds from Operations (‘‘Company-defined FFO’’) and Modified Funds fromOperations (‘‘MFFO’’)

We believe that FFO, Company-defined FFO, and MFFO, in addition to net income (loss) andcash flows from operating activities as defined by GAAP, are useful supplemental performancemeasures that our management uses to evaluate our consolidated operating performance. However,these supplemental, non-GAAP measures should not be considered as an alternative to net income(loss) or to cash flows from operating activities as an indication of our performance and are notintended to be used as a liquidity measure indicative of cash flow available to fund our cash needs,including our ability to make distributions to our stockholders. No single measure can provide users offinancial information with sufficient information and only our disclosures read as a whole can be reliedupon to adequately portray our financial position, liquidity, and results of operations. Fees deferred orwaived by the Advisor and payments received from the Advisor and/or reimbursed to the Advisorpursuant to the expense support agreement are included in determining our net income (loss), which isused to determine FFO, Company-defined FFO, and MFFO. If we had not received support from theAdvisor and/or reimbursed the Advisor pursuant to the expense support agreement, our FFO,Company-defined FFO, and MFFO would have been lower or higher. In addition, other REITs maydefine FFO and similar measures differently and choose to treat acquisition-related costs andpotentially other accounting line items in a manner different from us due to specific differences ininvestment and operating strategy or for other reasons.

FFO. As defined by the National Association of Real Estate Investment Trusts (‘‘NAREIT’’),FFO is a non-GAAP measure that excludes certain items such as real estate-related depreciation andamortization. We believe FFO is a meaningful supplemental measure of our operating performancethat is useful to investors because depreciation and amortization in accordance with GAAP implicitlyassumes that the value of real estate assets diminishes predictably over time. We use FFO as anindication of our consolidated operating performance and as a guide to making decisions about futureinvestments.

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Company-defined FFO. Similar to FFO, Company-defined FFO is a non-GAAP measure thatexcludes real estate-related depreciation and amortization and also excludes acquisition-related costs,which are characterized as expenses in determining net income (loss) under GAAP. The purchase ofoperating properties has been a key strategic objective of our business plan focused on generatinggrowth in operating income and cash flow in order to make distributions to investors. However, thecorresponding acquisition-related costs are driven by transactional activity rather than factors specific tothe on-going operating performance of our properties or investments. Company-defined FFO may notbe a complete indicator of our operating performance, and may not be a useful measure of thelong-term operating performance of our properties if we do not continue to operate our business planas disclosed.

MFFO. As defined by the Institute for Portfolio Alternatives (‘‘IPA’’), MFFO is a non-GAAPsupplemental financial performance measure used to evaluate our operating performance. Similar toFFO, MFFO excludes items such as real estate-related depreciation and amortization. Similar toCompany-defined FFO, MFFO excludes acquisition-related costs. MFFO also excludes straight-line rentand amortization of above- and below-market leases. In addition, there are certain other MFFOadjustments as defined by the IPA that are not applicable to us and are not included in ourpresentation of MFFO.

We are in the acquisition phase of our life cycle. Management does not include historicalacquisition-related costs in its evaluation of future operating performance, as such costs are notexpected to be incurred once our acquisition phase is complete. We use FFO, Company-defined FFOand MFFO to, among other things: (i) evaluate and compare the potential performance of the portfolioafter the acquisition phase is complete, and (ii) evaluate potential performance to determine liquidityevent strategies. Although some REITs may present similar measures differently from us, we believeFFO, Company-defined FFO and MFFO generally facilitate a comparison to other REITs that havesimilar operating characteristics as us. We believe investors are best served if the information that ismade available to them allows them to align their analyses and evaluation with the same performancemetrics used by management in planning and executing our business strategy. We believe that theseperformance metrics will assist investors in evaluating the potential performance of the portfolio afterthe completion of the acquisition phase. However, these supplemental, non-GAAP measures are notnecessarily indicative of future performance and should not be considered as an alternative to net lossor to cash flows from operating activities and is not intended to be used as a liquidity measureindicative of cash flow available to fund our cash needs. Neither the SEC, NAREIT, nor any regulatorybody has passed judgment on the acceptability of the adjustments used to calculate FFO, Company-defined FFO and MFFO. In the future, the SEC, NAREIT, or a regulatory body may decide tostandardize the allowable adjustments across the non-traded REIT industry at which point we mayadjust our calculation and characterization of FFO, Company-defined FFO and MFFO.

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The following unaudited table presents a reconciliation of GAAP net income (loss) to NAREITFFO, Company-defined FFO and MFFO:

For the PeriodFrom Inception

(August 12, 2014)For the Year Ended December 31, to December 31,(in thousands, except per share data) 2019 2018 2017 2016 2019

GAAP net (loss) income attributable to commonstockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(22,368) $(4,223) $ 203 $ (175) $(26,563)

GAAP net (loss) income per common share . . . . . . . $ (0.60) $ (0.46) $0.53 $(4.39) $ (2.90)

Reconciliation of GAAP net (loss) income toNAREIT FFO:

GAAP net (loss) income attributable to commonstockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(22,368) $(4,223) $ 203 $ (175) $(26,563)

Add (deduct) NAREIT adjustments:Real estate-related depreciation and amortization . 22,236 3,541 — — 25,777Redeemable noncontrolling interest’s share of real

estate-related depreciation and amortization . . . (42) — — — (42)

NAREIT FFO attributable to common stockholders . $ (174) $ (682) $ 203 $ (175) $ (828)

NAREIT FFO per common share . . . . . . . . . . . . . . $ 0.00 $ (0.07) $0.53 $(4.39) $ (0.09)

Reconciliation of NAREIT FFO to Company-definedFFO:

NAREIT FFO attributable to common stockholders . $ (174) $ (682) $ 203 $ (175) $ (828)Add (deduct) Company-defined adjustments:

Acquisition expense reimbursements, related party . 3,068 4,900 — — 7,968Redeemable noncontrolling interest’s share of

acquisition expense reimbursements, relatedparty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6) — — — (6)

Company-defined FFO attributable to commonstockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,888 $ 4,218 $ 203 $ (175) $ 7,134

Company-defined FFO per common share . . . . . . . . $ 0.08 $ 0.46 $0.53 $(4.39) $ 0.78

Reconciliation of Company-defined FFO to MFFO:Company-defined FFO attributable to common

stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,888 $ 4,218 $ 203 $ (175) $ 7,134Add (deduct) MFFO adjustments:

Straight-line rent and amortization of above/below-market leases . . . . . . . . . . . . . . . . . . . . . . . . . (4,420) (1,673) — — (6,093)

Redeemable noncontrolling interest’s share ofstraight-line rent and amortization of above/below-market leases . . . . . . . . . . . . . . . . . . . . 8 — — — 8

MFFO attributable to common stockholders . . . . . . . $ (1,524) $ 2,545 $ 203 $ (175) $ 1,049

MFFO per common share . . . . . . . . . . . . . . . . . . . $ (0.04) $ 0.28 $0.53 $(4.39) $ 0.11

Weighted-average shares outstanding . . . . . . . . . . . . 37,382 9,107 381 40 9,170

We believe that: (i) our NAREIT FFO loss of $0.2 million, or $0.00 per share, as compared to thecash distributions declared (which are paid in cash or reinvested in shares offered through ourdistribution reinvestment plan) in the amount of $20.3 million, or $0.55 per share, for the year endedDecember 31, 2019; (ii) our NAREIT FFO loss of $0.7 million, or $0.07 per share, as compared to the

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cash distributions declared (which are paid in cash or reinvested in shares offered through ourdistribution reinvestment plan) in the amount of $4.9 million or $0.55 per share, for the year endedDecember 31, 2018; and (iii) our NAREIT FFO loss of $0.8 million, or $0.09 per share, as comparedto the cash distributions declared (which are paid in cash or reinvested in shares offered through ourdistribution reinvestment plan) of $25.5 million, or $1.75 per share, for the period from inception(August 12, 2014) to December 31, 2019, are not indicative of future performance as we recentlyinitiated the acquisition phase of our life cycle. See ‘‘Prospectus Summary—Distribution Policy’’ fordetails concerning our distributions, which are paid in cash or reinvested in shares of our commonstock by participants in our distribution reinvestment plan.

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DESCRIPTION OF CAPITAL STOCK

The following is a summary of the material terms of shares of our common stock as set forth inour charter and is qualified in its entirety by reference to our charter. Under our charter, we haveauthority to issue a total of 1,700,000,000 shares of capital stock. Of the total number of shares ofcapital stock authorized, 1,500,000,000 shares are classified as common stock with a par value of $0.01per share, including 225,000,000 shares classified as Class I shares, 1,200,000,000 shares classified asClass T shares and 75,000,000 shares classified as Class W shares, and 200,000,000 shares are classifiedas preferred stock with a par value of $0.01 per share. Our board of directors, with the approval of amajority of the entire board and without any action by our stockholders, may amend our charter fromtime to time to increase or decrease the aggregate number of shares of capital stock or the number ofshares of capital stock of any class or series that we have authority to issue. Our board of directors,with the approval of a majority of the full board and without any action by our stockholders, mayamend our charter from time to time to increase or decrease the aggregate number of shares of capitalstock or the number of shares of capital stock of any class or series that we have authority to issue. Asof April 16, 2020, we had 111.9 million shares outstanding, comprised of 104.3 million Class T shares,5.3 million Class W shares and 2.3 million Class I shares.

We are offering shares of our common stock at the then-current transaction price, plus applicableupfront selling commissions and dealer manager fees. The transaction price generally will be equal tothe NAV per share of our common stock most recently disclosed by us, however, we may offer sharesat a price that we believe reflects the NAV per share of such stock more appropriately than the mostrecently disclosed NAV per share, including by updating a previously disclosed transaction price, incases where we believe there has been a material change (positive or negative) to our NAV per sharerelative to the most recently disclosed NAV per share. We determine an NAV per share on a monthlybasis. We expect our NAV per share will vary.

Common Stock

The holders of shares of our common stock are entitled to one vote per share on all matters votedon by stockholders, including election of our directors. Our charter does not provide for cumulativevoting in the election of directors. Therefore, the holders of a majority of the outstanding shares of ourcommon stock can elect our entire board of directors. Subject to any preferential rights of anyoutstanding class or series of preferred stock, the holders of shares of our common stock are entitled tosuch distributions as may be authorized from time to time by our board of directors out of legallyavailable funds and declared by us and, upon liquidation, are entitled to receive all assets available fordistribution to stockholders. All shares of our common stock issued in the offering will be fully paidand non-assessable shares of common stock. Holders of shares of our common stock will not havepreemptive rights, which means that you will not have an automatic option to purchase any new sharesof common stock that we issue, and generally will not have appraisal rights unless our board ofdirectors determines that appraisal rights apply, with respect to all or any classes or series of shares, toone or more transactions occurring after the date of such determination in connection with whichholders of such shares would otherwise be entitled to exercise appraisal rights. Stockholders are notliable for the acts or obligations of the Company.

We will not issue certificates for shares of our common stock. Shares of our common stock will beheld in ‘‘uncertificated’’ form which will eliminate the physical handling and safekeeping responsibilitiesinherent in owning transferable share certificates and eliminate the need to return a duly executedshare certificate to effect a transfer. DST Systems, Inc. acts as our registrar and as the transfer agent

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for shares of our common stock. Transfers can be effected simply by mailing a transfer and assignmentform, which we will provide to you at no charge, to:

For regular mail: For overnight deliveries:Black Creek Group Black Creek GroupP.O. Box 219079 c/o DST Systems, Inc.Kansas City, MO 64121-9079 430 W. 7th Street, Suite 219079

Kansas City, MO 64121-9079

Class I Shares

No upfront selling commissions, dealer manager fees or distribution fees will be paid for sales ofany Class I shares.

Class I shares are available for purchase in this offering only (i) by institutional accounts asdefined by FINRA Rule 4512(c), (ii) through bank-sponsored collective trusts and bank-sponsoredcommon trusts, (iii) by retirement plans (including a trustee or custodian under any deferredcompensation or pension or profit sharing plan or payroll deduction IRA established for the benefit ofthe employees of any company), foundations or endowments, (iv) through certain financialintermediaries that are not otherwise registered with or as a broker dealer and that direct clients totrade with a broker dealer that offers Class I shares, (v) by our executive officers and directors andtheir immediate family members, as well as officers and employees of the Advisor and the DealerManager and their immediate family members, officers and employees of the Advisor’s productspecialists or other affiliates of the Advisor and their immediate family members, our productspecialists and their affiliates and, if approved by our board of directors, officers and employees of ourjoint venture partners and their immediate family members, consultants and other service providers,(vi) participating broker dealers and their affiliates, including their officers, directors, employees, andregistered representatives, as well as the immediate family members of such persons, as defined byFINRA Rule 5130, (vii) through bank trust departments or any other organization or person authorizedto act as a fiduciary for its clients or customers and (viii) by any other categories of purchasers that wename in an amendment or supplement to this prospectus.

Class T Shares

Each Class T share issued in the primary offering will be subject to an upfront selling commissionof up to 2.0% per share, and a dealer manager fee of up to 2.5% per share, of the offering price ofeach Class T share sold in the primary offering on the date of the purchase, however such amountsmay vary at certain participating broker dealers provided that the sum will not exceed 4.5% of theoffering price. The Dealer Manager anticipates that all or a portion of the upfront selling commissionsand dealer manager fees will be retained by, or reallowed (paid) to, participating broker dealers.

In addition, we will pay an ongoing distribution fee, which accrues monthly and is calculated onoutstanding Class T shares sold in the primary offering in an amount equal to 1.0% per annum of theNAV per Class T share. In calculating our distribution fees, we will use our most recently disclosedmonthly NAV before giving effect to the monthly distribution fee or distributions on our shares. Theongoing distribution fees with respect to Class T shares are deferred and paid on a monthly basiscontinuously from year to year. We will not pay any selling commissions, dealer manager fees ordistribution fees on shares sold pursuant to our distribution reinvestment plan. The distributions paidwith respect to all outstanding Class T shares will be reduced by the distribution fees calculated withrespect to Class T shares issued in the primary offering.

We will cease paying the distribution fees with respect to individual Class T shares when they areno longer outstanding, including as a result of conversion to Class I shares. Each Class T share held

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within a stockholder’s account shall automatically and without any action on the part of the holderthereof convert into a number of Class I shares at the Applicable Conversion Rate (as defined belowunder ‘‘—Conversion’’) on the earliest of (i) a listing of any shares of our common stock on a nationalsecurities exchange, (ii) our merger or consolidation with or into another entity, or the sale or otherdisposition of all or substantially all of our assets and (iii) the end of the month in which the DealerManager, in conjunction with our transfer agent, determines that the total upfront selling commissions,upfront dealer manager fees and ongoing distribution fees paid with respect to all Class T shares heldby such stockholder within such account (including shares purchased through a distributionreinvestment plan or received as stock dividends) equals or exceeds 8.5% of the aggregate purchaseprice of all Class T shares held by such stockholder within such account and purchased in a primaryoffering (i.e., an offering other than a distribution reinvestment plan). We cannot predict if or whenthis will occur.

If we redeem a portion, but not all of the Class T shares held in a stockholder’s account, the totalunderwriting compensation limit and amount of underwriting compensation previously paid will beprorated between the Class T shares that were redeemed and those Class T shares that were retainedin the account. Likewise, if a portion of the Class T shares in a stockholder’s account is sold orotherwise transferred in a secondary transaction, the total underwriting compensation limit and amountof underwriting compensation previously paid will be prorated between the Class T shares that weretransferred and the Class T shares that were retained in the account.

Class T shares are available to the general public for purchase in this offering.

Class W Shares

No upfront selling commissions or dealer manager fees will be paid for sales of any Class Wshares.

We will pay the Dealer Manager distribution fees that accrue monthly and are calculated onoutstanding Class W shares sold in the primary offering in an amount equal to 0.50% per annum of theNAV per Class W share. In calculating our distribution fees, we will use our most recently disclosedmonthly NAV before giving effect to the monthly distribution fee or distributions on our shares.

We will cease paying the distribution fees with respect to individual Class W shares when they areno longer outstanding, including as a result of conversion to Class I shares. Each Class W share heldwithin a stockholder’s account shall automatically and without any action on the part of the holderthereof convert into a number of Class I shares at the Applicable Conversion Rate (as defined belowunder ‘‘—Conversion’’) on the earliest of (i) a listing of any shares of our common stock on a nationalsecurities exchange, (ii) our merger or consolidation with or into another entity, or the sale or otherdisposition of all or substantially all of our assets and (iii) the end of the month in which the DealerManager, in conjunction with our transfer agent, determines that the total upfront selling commissions,upfront dealer manager fees and ongoing distribution fees paid with respect to all Class W shares heldby such stockholder within such account (including shares purchased through a distributionreinvestment plan or received as stock dividends) equals or exceeds 8.5% of the aggregate purchaseprice of all Class W shares held by such stockholder within such account and purchased in a primaryoffering (i.e., an offering other than a distribution reinvestment plan). We cannot predict if or whenthis will occur.

If we redeem a portion, but not all of the Class W shares held in a stockholder’s account, the totalunderwriting compensation limit and amount of underwriting compensation previously paid will beprorated between the Class W shares that were redeemed and those Class W shares that were retainedin the account. Likewise, if a portion of the Class W shares in a stockholder’s account is sold orotherwise transferred in a secondary transaction, the total underwriting compensation limit and amount

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of underwriting compensation previously paid will be prorated between the Class W shares that weretransferred and the Class W shares that were retained in the account.

Class W shares are generally available for purchase in this offering only (i) through fee-basedprograms, also known as wrap accounts, that provide access to Class W shares, (ii) throughparticipating broker dealers that have alternative fee arrangements with their clients to provide accessto Class W shares, (iii) through investment advisers that are registered under the Investment AdvisersAct of 1940 or applicable state law and direct clients to trade with a broker dealer that offers Class Wshares, (iv) through bank trust departments or any other organization or person authorized to act in afiduciary capacity for its clients or customers or (v) other categories of investors that we name in anamendment or supplement to this prospectus.

Conversion

In addition to the events described above, after termination of a primary offering registered underthe Securities Act, each Class T or Class W share (i) sold in that primary offering, (ii) sold under adistribution reinvestment plan, and (iii) received as a stock dividend with respect to such shares sold insuch primary offering or distribution reinvestment plan, shall automatically and without any action onthe part of the holder thereof convert into a number of Class I shares at the Applicable ConversionRate, at the end of the month in which we, with the assistance of the Dealer Manager, determine thatall underwriting compensation paid or incurred with respect to the primary offering covered by thatregistration statement from all sources, determined pursuant to the rules and guidance of FINRA,would be in excess of 10% of the aggregate purchase price of all shares sold for our account throughthat primary offering.

As used above, the ‘‘Applicable Conversion Rate’’ means (a) with respect to Class T shares, a ratiowhereby the numerator is the most recently disclosed monthly Class T NAV per share and thedenominator is the most recently disclosed monthly Class I NAV per share and (b) with respect toClass W shares, a ratio whereby the numerator is the most recently disclosed monthly Class W NAVper share and the denominator is the most recently disclosed monthly Class I NAV per share. For eachclass of shares, the NAV per share shall be calculated as described in the most recent valuationprocedures approved by our board of directors. Because we currently expect to allocate ongoingdistribution fees to our Class T and Class W shares through their distributions, and not through theirNAV per share, we currently expect the Applicable Conversion Rate to remain 1:1 for our Class T andClass W shares. Stockholders will receive a transaction confirmation from the transfer agent or theirbroker dealer, on behalf of the Company, that their Class T and/or Class W shares have beenconverted into Class I shares.

Rights Upon Liquidation

In the event of any voluntary or involuntary liquidation, merger, dissolution or winding up of us, orany liquidating distribution of our assets, then such assets, or the proceeds therefrom, will bedistributed between the holders of Class T shares, Class W shares and Class I shares in proportion tothe respective NAV per share for each class until the NAV per share for each class has been paid. Wewill calculate the NAV per share as a whole for all Class T shares, Class W shares and Class I sharesand then will determine any differences attributable to each class. As noted above, we expect the NAVper share of each Class T share, Class W share and Class I share to be the same. Each holder ofshares of a particular class of common stock will be entitled to receive, proportionately with each otherholder of shares of such class, that portion of the aggregate assets available for distribution to suchclass as the number of outstanding shares of the class held by such holder bears to the total number ofoutstanding shares of such class then outstanding.

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Preferred Stock

The issuance of preferred stock must be approved by a majority of our independent directors whodo not have an interest in the transaction and who have access, at our expense, to our legal counsel orto independent legal counsel. Our charter authorizes our board of directors to classify and reclassifyany unissued shares of our common stock and preferred stock into other classes or series of stock.Prior to issuance of shares of each class or series, our board of directors is required by the MarylandGeneral Corporation Law and by our charter to set, subject to our charter restrictions on transfer ofour stock, the terms, preferences, conversion or other rights, voting powers, restrictions, limitations asto dividends or other distributions, qualifications and terms and conditions of redemption for each classor series. Thus, our board of directors could authorize the issuance of shares of common stock orpreferred stock with terms and conditions which could have the effect of delaying, deferring orpreventing a transaction or change in control that might involve a premium price for holders of ourcommon stock and therefore may adversely affect their economic interest. Our board of directors hasno present plans to issue preferred stock, but may do so at any time in the future without stockholderapproval. Our board of directors, without stockholder approval, can issue preferred stock with votingand conversion rights which could adversely affect the voting power of the common stockholders.

Meetings, Special Voting Requirements and Access To Records

An annual meeting of our stockholders will be held not less than 30 days after delivery of ourannual report. Our board of directors, including the independent directors, will take reasonable steps toinsure that this requirement is met. Special meetings of stockholders may be called only upon therequest of a majority of the directors, a majority of the independent directors, the chairman of theboard, the chief executive officer or the president and must be called by the secretary to act on anymatter that may be properly considered at a meeting of stockholders upon the written request ofstockholders entitled to cast at least 10% of all the votes entitled to be cast on such matter at suchmeeting. The presence of at least 50% of the outstanding shares of our common stock entitled to voteeither in person or by proxy shall constitute a quorum. Generally, the affirmative vote of a majority ofthe votes cast on a matter is necessary to take stockholder action, except that a majority of theoutstanding shares entitled to vote represented in person or by proxy at a meeting at which a quorumis present is required to elect a director and except for the matters described in the next paragraph,which must be approved by the affirmative vote of a majority of the shares entitled to vote on thematter.

Under the Maryland General Corporation Law and our charter, stockholders are generally entitledto vote at a duly held meeting at which a quorum is present on (i) the amendment of our charter,(ii) our dissolution, (iii) our merger into another entity, our consolidation, our conversion, a statutoryshare exchange or the sale or other disposition of all or substantially all of our assets, and (iv) theremoval of our directors.

The Advisory Agreement, including the selection of the Advisor, is approved annually by ourdirectors including a majority of the independent directors. While the stockholders do not have theability to vote to replace the Advisor or to select a new advisor, stockholders do have the ability, by theaffirmative vote of a majority of the outstanding shares entitled to vote generally in the election ofdirectors, to remove a director from our board of directors. An alphabetical list of the names,addresses and telephone numbers of our stockholders, along with the number of shares of our commonstock held by each of them, shall be maintained as part of our books and records and shall be availablefor inspection by any stockholder or the stockholder’s designated agent at our office. The stockholderlist shall be updated at least quarterly to reflect changes in the information contained therein. A copyof the list shall be mailed to any stockholder who requests the list within 10 days of our receipt of therequest. A stockholder may request a copy of the stockholder list in connection with matters relatingto, without limitation, voting rights and the exercise of stockholder rights under federal proxy laws. A

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stockholder requesting a list will be required to pay the reasonable costs of postage and duplication. Inaddition to the foregoing, stockholders have rights under Rule 14a-7 under the Exchange Act, whichprovides that, upon the request of investors and the payment of the expenses of the distribution, we arerequired to distribute specific materials to stockholders in the context of the solicitation of proxies forvoting on matters presented to stockholders or, at our option, provide requesting stockholders with acopy of the list of stockholders so that the requesting stockholders may make the distribution of proxiesthemselves. If a proper request for the stockholder list is not honored, then the requesting stockholdershall be entitled to recover certain costs incurred in compelling the production of the list as well asactual damages suffered by reason of the refusal or failure to produce the list. However, a stockholdershall not have the right to, and we may require a requesting stockholder to represent that it will not,secure the stockholder list or other information for the purpose of sales or using the list for acommercial purpose or any other purpose not related to the requesting stockholder’s interest in theaffairs of the Company.

In addition, pursuant to our charter, any stockholder and any designated representative thereofshall be permitted access to our corporate records to which such stockholder is entitled underapplicable law at all reasonable times, and may inspect and copy any of them for a reasonable charge.Under Maryland law, stockholders are therefore entitled to inspect and copy only our bylaws, minutesof stockholder proceedings, annual statements of affairs, voting trust agreements and statements of theamount of stock and securities issued by us during the period specified by the requesting stockholder,which period may not be longer than 12 months prior to the date of the stockholder’s request.Statements of stock and securities will only include the number of shares issued during the period andthe consideration received per share, in conformity with Maryland law, and will not include anypersonal identifying information concerning the holders of the shares. Requests to inspect and/or copyour corporate records must be made in writing to our address as set forth in the section of thisprospectus titled ‘‘Additional Information.’’ It is the policy of our board of directors to comply with allproper requests for access to our corporate records in conformity with our charter and Maryland law.

Tender Offers

Our charter provides that any tender offer made by any person, including any ‘‘mini-tender’’ offer,must comply with most of the provisions of Regulation 14D of the Exchange Act, including the noticeand disclosure requirements. Among other things, the offeror must provide us notice of such tenderoffer at least 10 business days before initiating the tender offer. Our charter also prohibits anystockholder from transferring shares of our stock to a person who makes a tender offer which does notcomply with the provisions set forth above unless such stockholder has first offered such shares of ourstock to us at the tender offer price offered in the non-compliant tender offer. In addition, thenon-complying offeror will be responsible for all of our expenses in connection with enforcing ourcharter provisions concerning that offeror’s noncompliance.

Restriction on Ownership of Shares of Capital Stock

In order for us to qualify as a REIT, no more than 50% in value of the outstanding shares of ourcommon stock may be owned, directly or indirectly through the application of certain attribution rulesunder the Code, by any five or fewer individuals, as defined in the Code to include specified entities,during the last half of any taxable year. In addition, the outstanding shares of our common stock mustbe owned by 100 or more persons independent of us and each other during at least 335 days of a12-month taxable year or during a proportionate part of a shorter taxable year, excluding our firsttaxable year in which we qualify as a REIT. In addition, we must meet requirements regarding thenature of our gross income, composition of our assets, amount of distributions and various other testsin order to qualify as a REIT. One of these requirements is that at least 75% of our gross income foreach calendar year must consist of rents from real property and income from other real property

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investments (and a similar test requires that at least 95% of our gross income for each calendar yearmust consist of rents from real property and income from other real property investments together withcertain other passive items such as dividend and interest). The rents received by the OperatingPartnership from any tenant will not qualify as rents from real property, which could result in our lossof REIT status, if we own, actually or constructively within the meaning of certain provisions of theCode, 10% or more of the ownership interests in that tenant. In order to assist us in preserving ourstatus as a REIT, among other purposes, our charter provides generally that (i) no person maybeneficially or constructively own shares of common stock in excess of 9.8% (in value or number ofshares, whichever is more restrictive) of the outstanding shares of common stock; (ii) no person maybeneficially or constructively own shares in excess of 9.8% of the value of the total outstanding shares;(iii) no person may beneficially or constructively own shares that would result in the Company being‘‘closely held’’ within the meaning of Section 856(h) of the Code or otherwise cause us to fail to qualifyas a REIT (including, but not limited to, beneficial or constructive ownership that would result in theCompany owning (actually or constructively) an interest in a tenant that is described inSection 856(d)(2)(B) of the Code if the income derived by the Company from such tenant would causeus to fail to satisfy any of the gross income requirements of Section 856(c) of the Code); and (iv) noperson may transfer or attempt to transfer shares if such transfer would result in shares being ownedbeneficially by fewer than 100 persons.

Our charter provides that any purported transfer of shares that, if effective, would result in sharesbeing beneficially owned by fewer than 100 persons will be null and void, with the intended transfereeacquiring no rights in such shares, and that if any of the other restrictions on transfer or ownershipdescribed above are violated, the shares that, if transferred, would cause the violation will beautomatically transferred to a charitable trust for the benefit of one or more charitable beneficiarieseffective on the day before the purported transfer of such shares. We will designate a trustee of thecharitable trust that will not be affiliated with us or the purported transferee or record holder. We willalso name a charitable organization as beneficiary of the charitable trust. The trustee will receive alldistributions on the shares of our capital stock in the same trust and will hold such distributions in trustfor the benefit of the beneficiary. The trustee also will vote the shares of capital stock in the sametrust. Subject to Maryland law, the trustee will also have the authority (i) to rescind as void any votecast by the purported transferee prior to our discovery that the shares have been transferred to thetrust and (ii) to recast the vote in accordance with the desires of the trustee acting for the benefit ofthe charitable beneficiary. However, if we have already taken irreversible corporate action, then thetrustee will not have the authority to rescind and recast the vote. The purported transferee will acquireno rights in such shares of capital stock, unless, (x) in the case of a transfer that would cause aviolation of the 9.8% ownership limit, the transfer is exempted (prospectively or retroactively) by ourboard of directors from the ownership limit based upon receipt of information (including certainrepresentations and undertakings from the purported transferee) that such transfer would not violatethe provisions of the Code for our qualification as a REIT or (y) the transfer is exempted in certainother limited situations during the first 29 or 180 days after the end of the first taxable year for whichwe intend to elect to qualify for federal income tax treatment as a REIT. In addition, our charterprovides that we may redeem shares upon the terms and conditions specified by our board of directorsin its sole discretion if our board of directors determines that ownership or a transfer or other eventmay violate the restrictions described above. Furthermore, if the transfer to the charitable trust wouldnot be effective for any reason to prevent a violation, attempted transfers in violation of the restrictionsdescribed above will be void ab initio.

The trustee will sell the shares of our capital stock to a person whose ownership of shares of ourcapital stock will not violate the ownership limits. The sale shall be made within 20 days of receivingnotice from us that shares of our capital stock have been transferred to the trust. Upon any such sale,the purported transferee or holder shall receive a per share price equal to the lesser of (a) the pricepaid by the purported transferee for the shares or, if the purported transferee did not give value for

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the shares in connection with the event causing the shares to be held in the charitable trust (e.g., in thecase of a gift, devise or other such transaction), the market price of the shares on the day of the eventcausing the shares to be held in the charitable trust and (b) the price per share received by thecharitable trustee (net of any commissions and other expenses of sale) from the sale or otherdisposition of the shares held in the charitable trust. The charitable trustee may reduce the amountpayable to the purported transferee by the amount of dividends and other distributions which havebeen paid to the purported transferee and are owed by the purported transferee to the charitabletrustee pursuant to our charter. Any net sales proceeds in excess of the amount payable to thepurported transferee shall be immediately paid to the charitable beneficiary. If, prior to the discoveryby us that shares have been transferred to the charitable trustee, such shares are sold by a purportedtransferee, then (i) such shares shall be deemed to have been sold on behalf of the charitable trust and(ii) to the extent that the purported transferee received an amount for such shares that exceeds theamount that such purported transferee was entitled to receive pursuant to our charter, such excess shallbe paid to the charitable trustee upon demand.

Shares of our capital stock transferred to the charitable trustee will be deemed to have beenoffered for sale to us or our designee at a price per share equal to the lesser of (a) the price per sharein the transaction that resulted in the transfer to the charitable trust (or, in the case of a devise or gift,the market price at the time of such devise or gift) and (b) the market price on the date we or ourdesignee accept such offer. We will have the right to accept such offer until the charitable trustee hassold the shares held in the charitable trust. Upon a sale to us, the interest of the charitable beneficiaryin the shares sold will terminate and the charitable trustee will distribute the net proceeds of the saleto the purported transferee. The charitable trustee may reduce the amount payable to the purportedtransferee by the amount of dividends and other distributions which have been paid to the purportedtransferee and are owed by the purported transferee to the charitable trustee pursuant to our charter.The charitable trustee may pay the amount of such reduction to the charitable beneficiary.

Any person who acquires or attempts or intends to acquire beneficial ownership or constructiveownership of shares that will or may violate the foregoing restrictions, or any person who would haveowned shares that resulted in a transfer to the charitable trust pursuant to our charter, is required toimmediately give written notice to us of such event, or in the case of such a proposed or attemptedtransaction, give at least 10 business days prior written notice, and shall provide to us such otherinformation as we may request in order to determine the effect, if any, of such transfer on our status asa REIT.

The ownership limits do not apply to a person or persons which our board of directors has, in itssole discretion, determined to exempt (prospectively or retroactively) from the ownership limit uponappropriate assurances that our qualification as a REIT is not jeopardized. Any person who owns morethan 5% (or such lower percentage applicable under the Code or Treasury regulations) of theoutstanding shares of our capital stock during any taxable year will be asked to deliver a statement oraffidavit setting forth the number of shares of our capital stock beneficially owned and otherinformation related to such ownership.

Distributions

We intend to make distributions on a monthly basis following the end of each calendar month. Weintend to use monthly record dates and, thus, monthly distribution accruals. However, we reserve theright to adjust the periods during which distributions accrue and are paid. Until the net proceeds fromour public offerings are fully invested and from time to time thereafter, we may not generate sufficientcash flow from operations or funds from operations to fully fund distributions. Therefore, some or allof our cash distributions are expected to be paid from sources other than cash flows from operatingactivities, such as cash flows from financing activities, which may include borrowings and net proceedsfrom primary shares sold in this offering, proceeds from the issuance of shares pursuant to our

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distribution reinvestment plan, cash resulting from a waiver or deferral of fees or expensereimbursements otherwise payable to the Advisor or its affiliates, cash resulting from the Advisor or itsaffiliates paying certain of our expenses, proceeds from the sales of assets, and from our cash balances.There is no limit on distributions that may be paid from any of these sources, however, our Advisorand its affiliates are under no obligation to defer or waive fees in order to support our distributions.Our charter does not prohibit our use of such sources to fund distributions.

Each year, we must make distributions, other than capital gain dividends and deemed distributionsof retained capital gain, to our stockholders in an aggregate amount at least equal to the sum of 90%of our ‘‘REIT taxable income,’’ computed without regard to the dividends paid deduction and our netcapital gain or loss, 90% of our after-tax net income, if any, from foreclosure property, minus the sumof certain items of non-cash income.

We will pay federal income tax on taxable income, including net capital gain, that we do notdistribute to stockholders. Furthermore, if we fail to distribute with respect to each year, at least thesum of 85% of our REIT ordinary income for such year, 95% of our REIT capital gain income forsuch year, and any undistributed taxable income from prior periods, we will incur a 4% nondeductibleexcise tax on the excess of such required distribution over the amounts we actually distribute. See‘‘Material U.S. Federal Income Tax Considerations—Distribution Requirements.’’ Distributions will beauthorized at the discretion of our board of directors, and will depend on, among other things, currentand projected cash requirements, tax considerations and other factors deemed relevant by our board.Our board’s discretion will be directed, in substantial part, by its obligation to cause us to comply withthe REIT requirements. Because we may receive income from interest or rents at various times duringour fiscal year, and because our board may take various factors into consideration in settingdistributions, distributions may not reflect our income earned in any particular distribution period andmay be made in advance of actual receipt of funds in an attempt to make distributions relativelyuniform. We are authorized to borrow money, issue new securities or sell assets in order to makedistributions. There are no restrictions on the ability of our Operating Partnership to transfer funds tous. The use of sources other than cash flows from operating activities to fund distributions and theultimate repayment of any liabilities incurred, as well as the payment of distributions in excess of ourfunds from operations, or ‘‘FFO,’’ could adversely impact our ability to pay distributions in futureperiods, decrease the amount of cash we have available for operations and new investments andpotentially reduce your overall return and adversely impact and dilute the value of your investment inshares of our common stock, which would be reflected when we establish an estimated per share valueof each class of our common stock. For a discussion of various risks relating to the payment and sourceof distributions, see ‘‘Risk Factors—Risks Relating to Investing in This Offering—The availability andtiming of cash distributions to our stockholders is uncertain’’ and ‘‘—We may have difficulty fundingour distributions with funds provided by cash flows from operating activities; therefore, we may usecash flows from financing activities, which may include borrowings and net proceeds from primaryshares sold in this offering, proceeds from the issuance of shares under our distribution reinvestmentplan, cash resulting from a waiver or deferral of fees by the Advisor or from expense support providedby the Advisor, or other sources to fund distributions to our stockholders. The use of these sources topay distributions and the ultimate repayment of any liabilities incurred could adversely impact ourability to pay distributions in future periods, decrease the amount of cash we have available foroperations and new investments and/or potentially impact the value or result in dilution of yourinvestment by creating future liabilities, reducing the return on your investment or otherwise.’’

Amounts available for distributions will be affected by our expenses, including any fees paid anddistributions made to the Advisor and any of its affiliates. The amounts available for distributions willalso be affected by any redemption payments made pursuant to our share redemption program or anydistributions made to the holders of the OP Units or Special Units.

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We are not prohibited from distributing securities in lieu of making cash distributions tostockholders, provided that the securities distributed to stockholders are readily marketable. The receiptof marketable securities in lieu of cash distributions may cause stockholders to incur transactionexpenses in liquidating the securities. It is not currently intended that the shares of our common stockwill be listed on a national securities exchange, nor is it expected that a public market for the shares ofcommon stock will develop. Shares of our common stock are not readily marketable.

In connection with a distribution to our stockholders, our board intends to authorize a monthlydistribution of a certain dollar amount per share of our common stock before or on the first day ofeach calendar quarter for the months in such quarter. We will then calculate each stockholder’s specificdistribution amount for the month using monthly record dates and your distributions will accrue on thefirst record date after you become a record owner of our common stock, subject to our board ofdirectors declaring a distribution for record owners as of such date. We accrue the amount of declareddistributions as a liability on the record date, and such liability will be accounted for when wedetermine the NAV.

The ongoing distribution fees payable with respect to Class T shares and Class W shares sold inthe primary offering are allocated on a class-specific basis and borne by all holders of the applicableclass. The allocation of ongoing distribution fees on a class-specific basis results in different amounts ofdistributions being paid with respect to each class of shares. However, if no distributions are authorizedfor a certain period, or if they are authorized in an amount less than the allocation of class-specific feeswith respect to such period, then pursuant to our valuation procedures, the class-specific fee allocationsmay lower the NAV of a share class. Therefore, as a result of the different ongoing fees allocable toeach share class, each share class could have a different NAV per share. If the NAV of each of ourshare classes is different, then changes to our assets and liabilities that are allocable based on NAVmay also be different for each class. See ‘‘Net Asset Value Calculation and Valuation Procedures’’ formore information.

We intend to continue to accrue and make distributions on a regular basis. For the year endedDecember 31, 2019, approximately 8.9% of our total gross distributions were paid from cash flows fromoperating activities, as determined on a GAAP basis, and 91.1% of our total gross distributions werefunded from sources other than cash flows from operating activities; specifically 30.2% of our totalgross distributions were paid from cash provided by expense support from the Advisor, 10.9% of ourtotal gross distributions were funded with proceeds from financing activities and 50.0% of our totalgross distributions were funded with proceeds from the issuance of shares under our distributionreinvestment plan. For the year ended December 31, 2018, 100.0% of our total gross cash distributionswere funded from sources other than cash flows from operating activities, as determined on a GAAPbasis; specifically 51.9% of our total gross cash distributions were paid from cash provided by expensesupport from the Advisor, and 48.1% of our total gross cash distributions were funded with proceedsfrom shares issued pursuant to our distribution reinvestment plan. Some or all of our future cashdistributions may be paid from sources other than cash flows from operating activities, such as cashflows from financing activities, which include borrowings (including borrowings secured by our assets),proceeds from the issuance of shares pursuant to our distribution reinvestment plan, proceeds fromsales of assets, cash resulting from a waiver or deferral of fees otherwise payable to the Advisor or itsaffiliates (including cash received pursuant to the Expense Support Agreement as described in‘‘Prospectus Summary—Compensation to the Advisor and Affiliates—Expense Support Agreement’’and ‘‘Management Compensation—Expense Support Agreement’’), interest income from our cashbalances, and the net proceeds from primary shares sold in this offering. We have not established a capon the amount of our cash distributions that may be paid from any of these sources. The amount ofany cash distributions will be determined by our board of directors, and will depend on, among otherthings, current and projected cash requirements, tax considerations and other factors deemed relevantby our board.

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For the first and second quarter of 2020, our board of directors authorized monthly cashdistributions to all common stockholders of record as of the close of business on the last business dayof each month for the first quarter of 2020, or January 31, 2020, February 29, 2020, March 31, 2020,April 30, 2020, May 31, 2020 and June 30, 2020 (each a ‘‘distribution record date’’). The distributionswere authorized at a quarterly rate of (i) $0.13625 per Class I share of common stock and (ii) $0.13625per Class T share and per Class W share of common stock, less the respective annual distribution feesthat are payable monthly with respect to such Class T shares and Class W shares. This quarterly rate isequal to a monthly rate of (i) $0.04542 per Class I share of common stock and (ii) $0.04542 perClass T share and per Class W share of common stock, less the respective annual distribution fees thatare payable with respect to such Class T shares and Class W shares. Cash distributions for each monthof the first and second quarter of 2020 have been or will be paid in cash or reinvested in shares of ourcommon stock for those electing to participate in our distribution reinvestment plan following the closeof business on the respective distribution record date applicable to such monthly distributions.

There can be no assurances that the current distribution rate or amount per share will bemaintained. In the near-term, we expect that we may need to continue to rely on expense support fromthe Advisor and sources other than cash flows from operations, as determined on a GAAP basis, to paycash distributions, which if insufficient could negatively impact our ability to pay cash distributions. See‘‘Prospectus Summary—Compensation to the Advisor and Affiliates—Expense Support Agreement’’and ‘‘Management Compensation—Expense Support Agreement’’ for further detail regarding thewaiver and expense support agreement among us, the Operating Partnership and the Advisor.

The following table outlines sources used, as determined on a GAAP basis, to pay total gross cashdistributions (which are paid in cash or reinvested in shares of our common stock through ourdistribution reinvestment plan (‘‘DRIP’’)) for the quarters ended as of the dates indicated below:

Source of Cash Distributions

Provided Providedby by Proceeds Proceeds

Expense Operating from Financing from Gross($ in thousands) Support(1) Activities Activities DRIP(2) Distributions(3)

2019December 31 . . . . . $ 947 14.8% $ — —% $2,216 34.6% $ 3,242 50.6% $ 6,405September 30 . . . . . 1,776 31.2 1,057 18.5 — — 2,866 50.3 5,699June 30 . . . . . . . . . 2,120 45.2 256 5.5 — — 2,319 49.4 4,695March 31 . . . . . . . . 1,295 36.6 503 14.2 — — 1,744 49.2 3,542

Total . . . . . . . . . . . $6,138 30.2% $1,816 8.9% $2,216 10.9% $10,171 50.0% $20,341

2018December 31 . . . . . $1,153 51.1% $ — —% $ — —% $ 1,102 48.9% $ 2,255September 30 . . . . . 751 52.4 — — — — 681 47.6 1,432June 30 . . . . . . . . . 452 53.1 — — — — 399 46.9 851March 31 . . . . . . . . 207 51.2 — — — — 197 48.8 404

Total . . . . . . . . . . . $2,563 51.9% $ — —% $ — —% $ 2,379 48.1% $ 4,942

(1) For the years ended December 31, 2019 and 2018, the Advisor provided expense support of$6.1 million and $5.6 million, respectively. See ‘‘Compensation to the Advisor and its Affiliates—Expense Support Agreement’’ for further detail on the expense support provided for the yearended December 31, 2018.

(2) Stockholders may elect to have cash distributions reinvested in shares of our common stockthrough our distribution reinvestment plan.

(3) Gross distributions are total distributions before the deduction of any distribution fees relating toClass T shares and Class W shares issued in the primary portion of our initial public offering.

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For the years ended December 31, 2019 and 2018, our cash flows provided by operating activitieson a GAAP basis were $6.5 million and $3.2 million, respectively, as compared to our aggregate totalgross distributions declared (which are paid in cash or reinvested in shares issued pursuant to ourdistribution reinvestment plan) of $20.3 million and $4.9 million, respectively.

In addition to cash distributions, our board of directors authorized special daily stock dividends toall common stockholders of record as of the close of business on each day for the first, second andthird quarters of 2017 in an amount equal to 0.0000410959 of a share of common stock on eachoutstanding share of common stock. These special stock dividends were issued as additional shares ofthe same class of our common stock as the shares to which the stock dividends related. The specialstock dividends were issued and recorded in our stockholder records on or about the first business dayof the calendar month immediately following the last day of the applicable calendar quarter. Stockdividends for each stockholder were calculated for each day the stockholder had been a stockholder ofrecord during such quarter. In addition to the special stock dividends, our board of directors authorizedthe issuance of a stock dividend to all holders of Class T shares, whereby each Class T shareholder ofrecord as of the close of business on September 29, 2017 received 50 Class W shares. This stockdividend was issued following the close of business on October 2, 2017.

Distribution Reinvestment Plan

Our distribution reinvestment plan allows you to have your cash distributions attributable to theclass of shares owned reinvested in additional shares of the same class. A copy of our distributionreinvestment plan is included as Appendix B to this prospectus. You may choose to enroll as aparticipant in our distribution reinvestment plan by completing the subscription agreement, theenrollment form or by other written notice to the plan administrator. Participation in the plan willbegin with the next distribution made after acceptance of your written notice.

The per share purchase price for shares purchased pursuant to the distribution reinvestment planwill be equal to the transaction price in effect on the distribution date. However, our board of directorsmay determine, in its sole discretion, to have any distributions paid in cash without notice toparticipants, without suspending the plan and without affecting the future operation of the plan withrespect to participants. Stockholders do not pay selling commissions, dealer manager fees ordistribution fees on shares purchased pursuant to the distribution reinvestment plan. Because thedistribution fees are allocated on a class-specific basis and are borne by all holders of the applicableclass, they reduce distributions with respect to our Class T and Class W shares, including shares issuedunder the distribution reinvestment plan with respect to such share classes. Shares acquired under thedistribution reinvestment plan entitle the participant to the same rights and will be treated in the samemanner as shares of that class purchased in this offering.

We reserve the right to amend any aspect of our distribution reinvestment plan without theconsent of our stockholders, provided that notice of any material amendment is sent to participants atleast 10 days prior to the effective date of that amendment. Our board of directors may amend,suspend or terminate the distribution reinvestment plan for any reason at any time upon 10 days’ priornotice to participants. We may provide notice by including such information (a) in a Current Report onForm 8-K or in our annual or quarterly reports, all publicly filed with the SEC or (b) in a separatemailing to the participants. Participation in the plan may also be terminated with respect to any personto the extent that a reinvestment of distributions in shares of our common stock would cause the shareownership limitations contained in our charter to be violated. Following any termination of thedistribution reinvestment plan, all subsequent distributions to stockholders would be made in cash.

If a stockholder elects to participate in the distribution reinvestment plan, the stockholder will betreated as receiving, in lieu of the reinvested cash distribution, a distribution of additional shares of thesame class of common stock on which the distribution is made. If the stockholder is subject to federal

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income taxation, the stockholder will be treated for federal income tax purposes as if he or she hasreceived a dividend, to the extent of our current and accumulated earnings and profits, in an amountequal to the fair value on the relevant distribution date of the shares of the class of common stockpurchased with the reinvested distributions, and will be taxed on the amount of such distribution asordinary income to the extent such distribution is from current or accumulated earnings and profits,unless we have designated all or a portion of the distribution as a capital gain dividend in which eventthe appropriate portion of the distribution will be treated as long-term capital gain to the extent thedistribution does not exceed our current and accumulated earnings and profits. See ‘‘Material U.S.Federal Income Tax Considerations—Taxation of Taxable U.S. Stockholders’’ and ‘‘Material U.S.Federal Income Tax Considerations—Special Tax Considerations for Non-U.S. Stockholders.’’ However,the tax consequences of participating in our distribution reinvestment plan will vary depending uponeach participant’s particular circumstances and you are urged to consult your own tax advisor regardingthe specific tax consequences to you of participation in the distribution reinvestment plan.

All material information regarding the distributions to stockholders and the effect of reinvestingthe distributions, including tax information with respect to income earned on shares under the plan forthe calendar year, will be provided to the stockholders at least annually. Each stockholder participatingin the distribution reinvestment plan will have an opportunity to withdraw from the plan at any timeafter receiving this information.

Holders of OP Units may also participate in the distribution reinvestment plan and have cashotherwise distributable to them by the Operating Partnership invested in shares having the same classdesignation as the class of OP Units to which the distribution is attributable at a price equal to thetransaction price in effect on the distribution date.

Our charter requires that all material information regarding the distributions to stockholders andthe effect of reinvesting the distributions, including tax consequences, will be provided to thestockholders at least annually. Our charter requires that each stockholder participating in thedistribution reinvestment plan will have an opportunity to withdraw from the plan at least annuallyafter receiving this information. These charter provisions may not be amended without the affirmativevote of stockholders entitled to cast a majority of all votes entitled to be cast on the matter.

Share Redemption Program

We expect that there will be no regular secondary trading market for shares of our common stock.While you should view your investment as long term with limited liquidity, we have adopted a shareredemption program applicable to all shares of our common stock, whereby stockholders who havepurchased shares from us or received their shares through a non-cash transaction, not in the secondarymarket, may receive the benefit of limited liquidity by presenting for redemption to us all or anyportion of those shares in accordance with the procedures and subject to certain conditions andlimitations described below. To the extent our board of directors determines that we have sufficientavailable cash for redemptions, we initially intend to redeem shares under our share redemptionprogram on a monthly basis; however, our board of directors may determine from time to time toadjust the timing of redemptions or suspend, terminate or otherwise modify our share redemptionprogram as described below.

Due to the illiquid nature of investments in real property, we may not have sufficient liquidresources to fund redemption requests. In addition, we have established limitations on the amount offunds we may use for redemptions and the amount of shares that may be redeemed. See‘‘—Redemption Limitations’’ below.

A stockholder’s request for redemption in accordance with any of the special treatment describedbelow in the event of the death or qualifying disability of a stockholder must be submitted within

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18 months of the death of the stockholder or the initial determination of the stockholder’s disability(which we define as such term is defined in Section 72(m)(7) of the Code), as further described below.

There is no fee in connection with a redemption of shares of our common stock.

For the year ended December 31, 2019, we received eligible redemption requests for approximately0.2 million shares of our common stock, all of which we redeemed using cash flows from financingactivities, for an aggregate amount of approximately $2.3 million, or an average price of $9.81 pershare. For the year ended December 31, 2018, we received eligible redemption requests forapproximately 63,000 shares of our common stock, all of which we redeemed using cash flows fromfinancing activities, for an aggregate amount of approximately $0.6 million, or an average price of $9.57per share.

You may request that we redeem shares of our common stock through your financial professionalor directly with our transfer agent. We will generally adhere to the following procedures relating to theredemption of shares of our common stock:

• Under our share redemption program, to the extent we choose to redeem shares in anyparticular month we will only redeem shares as of the last calendar day of that month (a‘‘Redemption Date’’). To have your shares redeemed, your redemption request and requireddocumentation must be received in good order by 4:00 p.m. (Eastern time) on the second to lastbusiness day of the applicable month. Settlements of share redemptions will be made withinthree business days of the Redemption Date. Redemption requests received and processed byour transfer agent will be effected at a redemption price equal to the transaction price on theapplicable Redemption Date, subject to any Early Redemption Deduction. If the transactionprice for the applicable month is not made available by the tenth business day prior to the lastbusiness day of the month (or is changed after such date), then no redemption requests will beaccepted for such month and stockholders who wish to have their shares redeemed the followingmonth must resubmit their redemption requests.

• A stockholder may withdraw his or her redemption request by notifying the transfer agent,directly or through the stockholder’s financial intermediary, on our toll-free, automatedtelephone line, (888) 310-9352. The line is open on each business day between the hours of9:00 a.m. and 6:00 p.m. (Eastern time). Redemption requests must be cancelled before 4:00 p.m.(Eastern time) on the last business day of the applicable month.

• If a redemption request is received after 4:00 p.m. (Eastern time) on the second to last businessday of the applicable month, the purchase order will be executed, if at all, on the next month’sRedemption Date at the transaction price applicable to that month (subject to any EarlyRedemption Deduction), unless such request is withdrawn prior to the redemption. Redemptionrequests received and processed by our transfer agent on a business day, but after the close ofbusiness on that day or on a day that is not a business day, will be deemed received on the nextbusiness day.

• Redemption requests may be made by mail or by contacting your financial intermediary, bothsubject to certain conditions described in this prospectus. If making a redemption request bycontacting your financial intermediary, your financial intermediary may require you to providecertain documentation or information. If making a redemption request by mail to the transfer

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agent, you must complete and sign a redemption authorization form, which is available on ourwebsite. Written requests should be sent to the transfer agent at the following address:

For regular mail: For overnight deliveries:DST Systems, Inc. DST Systems, Inc.PO Box 219079 430 West 7th Street, Suite 219079Kansas City, Missouri 64121-9079 Kansas City, Missouri 64105

Toll Free Number: (888) 310-9352

Corporate investors and other non-individual entities must have an appropriate certification on fileauthorizing redemptions. A signature guarantee may be required.

• For processed redemptions, stockholders may request that redemption proceeds are to be paidby mailed check provided that the amount is less than $100,000 and the check is mailed to anaddress on file with the transfer agent for at least 30 days.

• Processed redemptions of more than $100,000 will be paid only via ACH or wire transfer. Forthis reason, stockholders who own more than $100,000 of our common stock must provide bankinstructions for their brokerage account or designated U.S. bank account. Stockholders who ownless than $100,000 of our common stock may also receive redemption proceeds via ACH or wiretransfer, provided the payment amount is at least $2,500. For all redemptions paid via wiretransfer, the funds will be wired to the account on file with the transfer agent or, uponinstruction, to another financial institution provided that the stockholder has made the necessaryfunds transfer arrangements. The customer service representative can provide detailedinstructions on establishing funding arrangements and designating your bank or brokerageaccount on file. Funds will be sent only to U.S. financial institutions (ACH network members).

• A medallion signature guarantee will be required in certain circumstances. The medallionsignature process protects stockholders by verifying the authenticity of a signature and limitingunauthorized fraudulent transactions. A medallion signature guarantee may be obtained from adomestic bank or trust company, broker dealer, clearing agency, savings association or otherfinancial institution which participates in a medallion program recognized by the SecuritiesTransfer Association. The three recognized medallion programs are the Securities TransferAgents Medallion Program, the Stock Exchanges Medallion Program and the New York StockExchange, Inc. Medallion Signature Program. Signature guarantees from financial institutionswhich are not participating in any of these medallion programs will not be accepted. A notarypublic cannot provide signature guarantees. We reserve the right to amend, waive or discontinuethis policy at any time and establish other criteria for verifying the authenticity of anyredemption or transaction request. We may require a medallion signature guarantee if, amongother reasons: (1) the amount of the redemption request is over $500,000; (2) you wish to haveredemption proceeds transferred by wire to an account other than the designated bank orbrokerage account on file for at least 30 days or sent to an address other than your address ofrecord for the past 30 days; or (3) our transfer agent cannot confirm your identity or suspectsfraudulent activity.

• In connection with a request for redemption, the requesting stockholder or his or her estate,heir or beneficiary will be required to certify to us that the stockholder either (1) acquired theshares to be redeemed directly from us and no direct or indirect transfer of the shares hasoccurred since the stockholder acquired the shares from us, or (2) acquired the shares from theoriginal stockholder, directly or indirectly, by way of one or more transactions that were not forcash (or other consideration) in connection with a non-taxable transaction, not in the secondarymarket.

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• If a stockholder has made multiple purchases of shares of our common stock, any redemptionrequest will be processed on a first in/first out basis unless otherwise requested in theredemption request.

• If we receive a request from a stockholder for redemption of all of the stockholder’s shares ofour common stock and the stockholder is a participant in our distribution reinvestment plan, wewill terminate the stockholder’s participation in the distribution reinvestment plan.

Minimum Account Redemptions

In the event that any stockholder fails to maintain the minimum balance of $2,000 of shares of ourcommon stock, we may redeem all of the shares held by that stockholder at the redemption price ineffect on the date we determine that the stockholder has failed to meet the minimum balance, less anyEarly Redemption Deduction. Minimum account redemptions will apply even in the event that thefailure to meet the minimum balance is caused solely by a decline in our NAV. Minimum accountredemptions are subject to an Early Redemption Deduction.

Redemption Limitations

We may redeem fewer shares than have been requested to be redeemed in any particular month,or none at all, in our discretion at any time, including due to the total amount of shares requested forredemption being in excess of the limits described below, the lack of readily available funds because ofmarket conditions, the need to maintain liquidity for operations or because our board of directors hasdetermined that investing in real property or other illiquid investments is a better use of our capitalthan redeeming our shares. In the event that we determine to redeem some but not all of the sharessubmitted for redemption during any month for any of the foregoing reasons, shares submitted forredemption during such month will be redeemed on a pro rata basis. The portion of any unfulfilledredemption requests must be resubmitted after the start of the next month or quarter, or upon therecommencement of the share redemption program, as applicable. Any determination to redeem fewershares than have been requested to be redeemed may be made immediately prior to the applicableRedemption Date, and will be disclosed subsequently to prospective investors and stockholders inperiodic prospectus supplements and/or current or periodic reports filed by us, or more frequently asrequired by applicable securities laws. In addition, any determination to redeem fewer shares than havebeen requested to be redeemed under our share redemption program will not affect any determinationsthat may be made by our board of directors regarding requests by holders of OP Units for redemptionof their OP Units pursuant to the Operating Partnership Agreement. Set forth below is a description ofthe limitations on redemptions pursuant to our share redemption program.

Under our share redemption program, we may redeem during any calendar month shares whoseaggregate value (based on the price at which the shares are redeemed) is 2% of our aggregate NAV asof the last calendar day of the previous quarter and during any calendar quarter whose aggregate value(based on the price at which the shares are redeemed) is up to 5% of our aggregate NAV as of the lastcalendar day of the prior calendar quarter. During a given quarter, if in each of the first two months ofsuch quarter the 2% redemption limit is reached and stockholders’ redemptions are reduced pro ratafor such months, then in the third and final month of that quarter, the applicable limit for such monthwill likely be less than 2% of our aggregate NAV as of the last calendar day of the previous monthbecause the redemptions for that month, combined with the redemptions in the previous two months,cannot exceed 5% of our aggregate NAV as of the last calendar day of the prior calendar quarter.

Sources of Funds for Redemptions

We may, in the Advisor’s discretion, after taking the interests of our company as a whole and theinterests of our remaining stockholders into consideration, use proceeds from any available sources at

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our disposal to satisfy redemption requests, subject to the limitation on the amount of funds we mayuse described above under ‘‘—Redemption Limitations.’’ Potential sources of funding for redemptionspursuant to our share redemption program include, but are not limited to, cash on hand, cash availablefrom borrowings, cash from the sale of shares of our common stock and cash from liquidations ofinvestments, to the extent that such funds are not otherwise dedicated to a particular use, such asworking capital, cash distributions to stockholders, purchases of real property, debt-related or otherinvestments or redemption of OP Units.

Upon commencing operations, our assets may consist of properties that cannot generally be readilyliquidated on short notice without impacting our ability to realize full value upon their disposition, weintend to maintain a number of sources of liquidity including (i) cash equivalents (e.g. money marketfunds), other short-term investments, U.S. government securities, agency securities and liquid realestate-related securities and (ii) one or more borrowing facilities. We may fund redemptions from anyavailable source of funds, including operating cash flows, borrowings, proceeds from our publicofferings and/or sales of our assets.

Material Modification, Suspension and Termination

As described above, should redemption requests, in our judgment, place an undue burden on ourliquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole,or should we otherwise determine that investing our liquid assets in real properties or other illiquidinvestments rather than repurchasing our shares is in the best interests of the company as a whole, wemay choose to redeem fewer shares in any particular month than have been requested to be redeemed,or none at all. Further, our board of directors may modify, suspend or terminate our share redemptionprogram if it deems such action to be in our best interest and the best interest of our stockholders.Material modifications to the share redemption program, including, without limitation, any amendmentto the limitations on redemptions, as well as the suspension or termination of the share redemptionprogram will be promptly disclosed to stockholders in a prospectus supplement (or post-effectiveamendment if required by the Securities Act) or current or periodic report filed by us. Materialmodifications will also be disclosed on our website. In addition, we may determine to suspend the shareredemption program due to regulatory changes, changes in law or if we become aware of undisclosedmaterial information that we believe should be publicly disclosed before shares are redeemed. Once theshare redemption program has been suspended, our board of directors must affirmatively authorize therecommencement of the program before stockholder requests will be considered again. Our shareredemption program will be immediately terminated if our shares of common stock are listed on anational securities exchange or if a secondary market is otherwise established. Any modification,suspension or termination of our share redemption program will not affect the rights of holders of OPUnits to cause us to redeem their OP Units pursuant to the Operating Partnership Agreement.

Early Redemption Deduction

There is no minimum holding period under our share redemption program and holders of sharesof our common stock can request that we redeem their shares at any time. However, subject to limitedexceptions, shares of our common stock that have not been outstanding for at least one year will beredeemed at 95% of the transaction price and Class T shares that have been outstanding for at leastone year but less than two years will be redeemed at 97.5% of the transaction price. Each of thesedeductions is referred to as an Early Redemption Deduction. An Early Redemption Deduction will notbe applied to Class W shares and Class I shares that have been outstanding for at least one year andClass T shares that have been outstanding for at least two years.

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For purposes of determining whether an Early Redemption Deduction is applicable, holders ofClass T shares that are converted to Class I shares pursuant to the terms of our charter shall bedeemed to have owned their Class I shares as of the date they were issued the applicable Class Tshares that were converted into such Class I shares. In addition, holders of OP Units who exchangetheir OP Units for shares of our common stock shall be deemed to have owned their shares as of thedate they were issued their OP Units that were exchanged for such shares.

Any Early Redemption Deduction will inure indirectly to the benefit of our remaining stockholdersand is intended to offset the trading costs, market impact and other costs associated with short-termtrading in our common stock. We may, from time to time, waive an Early Redemption Deduction inthe following circumstances:

• redemptions resulting from death or qualifying disability;

• in the event that a stockholder’s shares are redeemed because the stockholder has failed tomaintain the $2,000 minimum account balance;

• or with respect to shares purchased through our distribution reinvestment plan or received fromus as a stock dividend.

In addition, an Early Redemption Deduction may not apply to transactions initiated by the trusteeor advisor to a donor-advised charitable gift fund, collective trust fund, common trust fund, fund offund(s) or other institutional accounts, strategy funds or programs if we determine, in our solediscretion, such account, fund or program has an investment strategy or policy that is reasonably likelyto control short-term trading. Further, shares of our common stock may be sold to certain employersponsored plans, bank or trust company accounts and accounts of certain financial institutions orintermediaries for which we may not apply an Early Redemption Deduction to the underlyingstockholders, often because of administrative or systems limitations. An Early Redemption Deductionalso will not apply to shares taken by our Advisor or Sponsor in lieu of fees or expense reimbursementsunder the Advisory Agreement or Operating Partnership Agreement, though such shares shall not beeligible for redemption under the program until six months after their issue date.

Redemptions In the Event of Death or Disability

As set forth above, we may waive certain of the terms and requirements of our share redemptionprogram in respect of the redemption of shares resulting from the death of a stockholder who is anatural person, subject to the conditions and limitations described above, including shares held by suchstockholder through a revocable grantor trust or an IRA or other retirement or profit-sharing plan,after receiving written notice from the estate of the stockholder, the recipient of the shares throughbequest or inheritance, or, in the case of a revocable grantor trust, the trustee of such trust, who shallhave the sole ability to request redemption on behalf of the trust. We must receive the writtenredemption request within 18 months after the death of the stockholder in order for the requestingparty to rely on any of the special treatment described above that may be afforded in the event of thedeath of a stockholder. Such a written request must be accompanied by a certified copy of the officialdeath certificate of the stockholder. If spouses are joint registered holders of shares, the request tohave the shares redeemed may be made if either of the registered holders dies. If the stockholder isnot a natural person, such as certain trusts or a partnership, corporation or other similar entity, theright of redemption upon death does not apply.

Furthermore, as set forth above, we may waive certain of the terms and requirements of our shareredemption program in respect of the redemption of shares held by a stockholder who is a naturalperson who is deemed to have a qualifying disability (as such term is defined in Section 72(m)(7) of theCode), subject to the conditions and limitations described above, including shares held by suchstockholder through a revocable grantor trust, or an IRA or other retirement or profit-sharing plan,

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after receiving written notice from such stockholder, provided that the condition causing the qualifyingdisability was not pre-existing on the date that the stockholder became a stockholder. We must receivethe written redemption request within 18 months of the initial determination of the stockholder’sdisability in order for the stockholder to rely on any of the waivers described above that may begranted in the event of the disability of a stockholder. If spouses are joint registered holders of shares,the request to have the shares redeemed may be made if either of the registered holders acquires aqualifying disability. If the stockholder is not a natural person, such as certain trusts or a partnership,corporation or other similar entity, the right of redemption upon disability does not apply.

Items of Note

When you make a request to have shares redeemed, you should note the following:

• if you are requesting that some but not all of your shares be redeemed, keep your balance above$2,000 to avoid minimum account redemption, if applicable;

• you will not receive interest on amounts represented by uncashed redemption checks;

• under applicable anti-money laundering regulations and other federal regulations, redemptionrequests may be suspended, restricted or canceled and the proceeds may be withheld; and

• all shares of our common stock requested to be redeemed must be beneficially owned by thestockholder of record making the request or his or her estate, heir or beneficiary, or the partyrequesting the redemption must be authorized to do so by the stockholder of record of theshares or his or her estate, heir or beneficiary, and such shares of common stock must be fullytransferable and not subject to any liens or encumbrances. In certain cases, we may ask therequesting party to provide evidence satisfactory to us that the shares requested for redemptionare not subject to any liens or encumbrances. If we determine that a lien exists against theshares, we will not be obligated to redeem any shares subject to the lien.

IRS regulations require us to determine and disclose on Form 1099-B the adjusted cost basis forshares of our stock sold or redeemed. Although there are several available methods for determining theadjusted cost basis, unless you elect otherwise, which you may do by checking the appropriate box onthe redemption form or calling our customer service number at (888) 310-9352, we will utilize thefirst-in-first-out method.

The federal income tax consequences to you of participating in our share redemption program willvary depending upon your particular circumstances, and you are urged to consult your own tax advisorregarding the specific tax consequences to you of participation in our share redemption program.

You will not relinquish your shares until we redeem them. The shares we redeem under our shareredemption program will be cancelled and will have the status of authorized but unissued shares. Wewill not resell such shares to the public unless such sales are first registered with the SEC under theSecurities Act and under appropriate state securities laws or are exempt under such laws.

The transaction price approved by our board of directors in the future may be higher or lowerthan the most recently disclosed transaction price. The transaction price is not a representation,warranty or guarantee that (i) a stockholder would be able to realize such per share amount if suchstockholder attempts to sell his or her shares; (ii) a stockholder would ultimately realize distributionsper share equal to such per share amount upon our liquidation or sale; (iii) shares of our commonstock would trade at such per share amount on a national securities exchange; or (iv) a third partywould offer such per share amount in an arm’s-length transaction to purchase all or substantially all ofour shares of common stock.

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Mail and Telephone Instructions

We and our transfer agent will not be responsible for the authenticity of mail or phone instructionsor losses, if any, resulting from unauthorized stockholder transactions if they reasonably believe thatsuch instructions were genuine. We and our transfer agent have established reasonable procedures toconfirm that instructions are genuine including requiring the stockholder to provide certain specificidentifying information on file and sending written confirmation to stockholders of record no later thanfive days following execution of the instruction. Stockholders, or their designated custodian or fiduciary,should carefully review such correspondence to ensure that the instructions were properly acted upon.If any discrepancies are noted, the stockholder, or its agent, should contact his, her or its financialprofessional as well as our transfer agent in a timely manner, but in no event more than 60 days fromreceipt of such correspondence. Failure to notify such entities in a timely manner will relieve us, ourtransfer agent and the financial professional of any liability with respect to the discrepancy.

Liquidity Events

The purchase of shares of our common stock is intended to be a long-term investment and we donot anticipate that a secondary trading market will develop. Therefore, it will be very difficult for youto sell your shares of common stock promptly or at all, and any such sales may be made at a loss.

On a limited basis, you may be able to have your shares redeemed through our share redemptionprogram. However, in the future we may also consider various Liquidity Events, including but notlimited to:

• Listing our common stock on a national securities exchange;

• Our sale, merger or other transaction in which our stockholders either receive, or have theoption to receive, cash, securities redeemable for cash, and/or securities of a publicly tradedcompany; and

• A sale of all or substantially all of our assets where our stockholders either receive, or have theoption to receive, cash or other consideration.

We presently intend to consider alternatives for effecting a Liquidity Event for our stockholdersbeginning generally after seven years following the investment of substantially all of the net proceedsfrom all offerings made by us. Although our intention is to seek a Liquidity Event generally withinseven to 10 years following the investment of substantially all of the net proceeds from all offeringsmade by us, there can be no assurance that a suitable transaction will be available or that marketconditions for a transaction will be favorable during that timeframe. Alternatively, we may seek tocomplete a Liquidity Event earlier than seven years following the investment of substantially all of thenet proceeds from all offerings made by us. For purposes of the time frame for seeking a LiquidityEvent, investment of ‘‘substantially all’’ of the net proceeds means the equity investment of 90% ormore of the net proceeds from all offerings made by us.

Business Combinations

Under the Maryland General Corporation Law, certain business combinations between a Marylandcorporation and an interested stockholder or the interested stockholder’s affiliate are prohibited for fiveyears after the most recent date on which the stockholder becomes an interested stockholder. For thispurpose, the term ‘‘business combinations’’ includes mergers, consolidations, share exchanges, or, incircumstances specified in the statute, asset transfers and issuances or reclassifications of equitysecurities. An ‘‘interested stockholder’’ is defined for this purpose as: (i) any person who beneficiallyowns, directly or indirectly, 10 percent or more of the voting power of the corporation’s outstandingvoting stock; or (ii) an affiliate or associate of the corporation who, at any time within the two-yearperiod prior to the date in question, was the beneficial owner, directly or indirectly, of 10 percent or

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more of the voting power of the then outstanding stock of the corporation. A person is not aninterested stockholder under the Maryland General Corporation Law if the board of directors approvedin advance the transaction by which the person otherwise would become an interested stockholder.However, in approving the transaction, the board of directors may provide that its approval is subjectto compliance, at or after the time of the approval, with any terms and conditions determined by theboard.

After the five-year prohibition, any such business combination between the corporation and aninterested stockholder generally must be recommended by the board of directors of the corporationand approved by the affirmative vote of at least: (i) 80% of the votes entitled to be cast by holders ofoutstanding voting stock of the corporation and (ii) two-thirds of the votes entitled to be cast byholders of voting stock of the corporation other than voting stock held by the interested stockholder orits affiliate with whom the business combination is to be effected, or held by an affiliate or associate ofthe interested stockholder, voting together as a single voting group.

These super majority vote requirements do not apply if the corporation’s common stockholdersreceive a minimum price, as defined under the Maryland General Corporation Law, for their shares ofcommon stock in the form of cash or other consideration in the same form as previously paid by theinterested stockholder for its shares of common stock.

None of these provisions of the Maryland General Corporation Law will apply, however, tobusiness combinations that are approved or exempted by the board of directors of the corporation priorto the time that the interested stockholder becomes an interested stockholder. Pursuant to the businesscombination statute, our board of directors has exempted any business combination involving us andany person. Consequently, the five-year prohibition and the super majority vote requirements will notapply to business combinations between us and any person. As a result, any person may be able toenter into business combinations with us that may not be in the best interest of our stockholders,without compliance with the super majority vote requirements and other provisions of the statute.

Should our board of directors opt in to the business combination statute, it may discourage othersfrom trying to acquire control of us and increase the difficulty of consummating any offer.

Control Share Acquisitions

The Maryland General Corporation Law provides that a holder of Control Shares of a Marylandcorporation acquired in a Control Share acquisition have no voting rights with respect to such sharesexcept to the extent approved by the affirmative vote of stockholders entitled to cast at least two-thirdsof the votes entitled to be cast on the matter. Shares of common stock owned by the acquirer, byofficers or by employees who are directors of the corporation are not entitled to vote on the matter.‘‘Control Shares’’ are voting shares of stock which, if aggregated with all other shares of stock ownedby the acquirer or with respect to which the acquirer has the right to vote or to direct the voting of,other than solely by virtue of a revocable proxy, would entitle the acquirer to exercise voting power inelecting directors within one of the following ranges of voting powers:

• One-tenth or more but less than one-third;

• One-third or more but less than a majority; or

• A majority or more of all voting power.

Control Shares do not include shares of stock the acquiring person is then entitled to vote as aresult of having previously obtained stockholder approval or shares acquired directly from thecorporation. Except as otherwise specified in the statute, a ‘‘Control Share acquisition’’ means theacquisition of issued and outstanding Control Shares. Once a person who has made or proposes tomake a Control Share acquisition has undertaken to pay expenses and has satisfied other required

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conditions, the person may compel our board of directors to call a special meeting of stockholders tobe held within 50 days of demand to consider the voting rights of the shares of stock. If no request fora meeting is made, the corporation may itself present the question at any stockholders meeting. Ifvoting rights are not approved for the Control Shares at the meeting or if the acquiring person doesnot deliver an ‘‘Acquiring Person Statement’’ for the Control Shares as required by the statute, thecorporation may redeem any or all of the Control Shares for their fair value, except for Control Sharesfor which voting rights have previously been approved. Fair value is to be determined for this purposewithout regard to the absence of voting rights for the Control Shares, and is to be determined as of thedate of any meeting of stockholders at which the voting rights for Control Shares are considered andnot approved, or, if no such meeting is held, as of the date of the last Control Share acquisition by theacquirer.

If voting rights for Control Shares are approved at a stockholders’ meeting and the acquirerbecomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders mayexercise appraisal rights. The fair value of the shares of stock as determined for purposes of theseappraisal rights may not be less than the highest price per share paid in the Control Share acquisition.Some of the limitations and restrictions otherwise applicable to the exercise of dissenters’ rights do notapply in the context of a Control Share acquisition.

The Control Share acquisition statute does not apply to shares of stock acquired in a merger,consolidation or statutory share exchange if the corporation is a party to the transaction or toacquisitions approved or exempted by the charter or bylaws of the corporation. As permitted by theMaryland General Corporation Law, we have provided in our bylaws that the Control Share provisionsof the Maryland General Corporation Law will not apply to any acquisition by any person of shares ofour stock, but our board of directors retains the discretion to change this provision in the future.

Subtitle 8

Subtitle 8 of Title 3 of the Maryland General Corporation Law, which we refer to as ‘‘Subtitle 8,’’permits the board of directors of a Maryland corporation with a class of equity securities registeredunder the Exchange Act and at least three independent directors to elect to be subject, by provision inits charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provisionin its charter or bylaws, to any or all of five provisions:

• A classified board;

• A two-thirds vote requirement for removing a director;

• A requirement that the number of directors be fixed only by vote of the directors;

• A requirement that a vacancy on the board be filled only by the remaining directors and, if theboard is classified, for the remainder of the full term of the class of directors in which thevacancy occurred; and

• A majority requirement for the calling of a stockholder-requested special meeting ofstockholders.

Pursuant to Subtitle 8, we have elected to provide that vacancies on our board of directors befilled only by the remaining directors and for the remainder of the full term of the directorship inwhich the vacancy occurred. Through provisions in our charter and bylaws unrelated to Subtitle 8, wevest in our board of directors the exclusive power to fix the number of directorships provided that thenumber is not less than three. We have not elected to be subject to the other provisions of Subtitle 8.

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Restrictions on Roll-Up Transactions

In connection with a proposed ‘‘roll-up transaction,’’ which, in general terms, is any transactioninvolving the acquisition, merger, conversion or consolidation, directly or indirectly, of our companyand the issuance of securities of an entity that would be created or would survive after the successfulcompletion of the roll-up transaction, we will obtain an appraisal of all of our assets from anindependent expert. In order to qualify as an independent expert for this purpose, the person or entitymust have no material current or prior business or personal relationship with the Advisor or directorsand must be engaged to a substantial extent in the business of rendering opinions regarding the valueof real property and/or other assets of the type held by us. If the appraisal will be included in aprospectus used to offer the securities of the entity that would be created or would survive after thesuccessful completion of the roll-up transaction, the appraisal will be filed with the SEC and the statesin which the securities are being registered as an exhibit to the registration statement for the offering.Our assets will be appraised on a consistent basis, and the appraisal will be based on the evaluation ofall relevant information and will indicate the value of our assets as of a date immediately prior to theannouncement of the proposed roll-up transaction. The appraisal will assume an orderly liquidation ofassets over a 12-month period. The terms of the engagement of such independent expert will clearlystate that the engagement is for our benefit and the benefit of our stockholders. We will include asummary of the independent appraisal, indicating all material assumptions underlying the appraisal, ina report to the stockholders in connection with a proposed roll-up transaction.

In connection with a proposed roll-up transaction, the person sponsoring the roll-up transactionmust offer to common stockholders who vote against the proposal a choice of:

• accepting the securities of the entity that would be created or would survive after the successfulcompletion of the roll-up transaction offered in the proposed roll-up transaction; or

• one of the following:

• remaining stockholders and preserving their interests in us on the same terms andconditions as existed previously; or

• receiving cash in an amount equal to their pro rata share of the appraised value of our netassets.

We are prohibited from participating in any proposed roll-up transaction:

• which would result in common stockholders having democracy voting rights in the entity thatwould be created or would survive after the successful completion of the roll-up transaction thatare less than those provided in our charter, including rights with respect to the election andremoval of directors, annual and special meetings, amendment of the charter and ourdissolution;

• which includes provisions that would operate as a material impediment to, or frustration of, theaccumulation of shares by any purchaser of the securities of the entity that would be created orwould survive after the successful completion of the roll-up transaction, except to the minimumextent necessary to preserve the tax status of such entity, or which would limit the ability of aninvestor to exercise the voting rights of its securities of the entity that would be created or wouldsurvive after the successful completion of the roll-up transaction on the basis of the number ofshares held by that investor;

• in which our common stockholders’ rights to access of records of the entity that would becreated or would survive after the successful completion of the roll-up transaction will be lessthan those provided in our charter and described in ‘‘—Meetings, Special Voting Requirementsand Access To Records’’ above; or

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• in which we would bear any of the costs of the roll-up transaction if our common stockholdersreject the roll-up transaction.

Advance Notice of Director Nominations and New Business

Our bylaws provide that with respect to an annual meeting of stockholders, nominations ofindividuals for election to our board of directors and the proposal of business to be considered bystockholder may be made only (i) pursuant to our notice of the meeting, (ii) by or at the direction ofour board of directors or (iii) by a stockholder who is a stockholder of record both at the time ofgiving the advance notice required by the bylaws and at the time of the meeting, who is entitled to voteat the meeting in the election of each individual so nominated or on any such other matter and whohas complied with the advance notice procedures of the bylaws. With respect to special meetings ofstockholders, only the business specified in our notice of the meeting may be brought before themeeting. Nominations of individuals for election to our board of directors at a special meeting may bemade only (i) by or at the direction of our board of directors or (ii) provided that the special meetinghas been called in accordance with the bylaws for the purpose of electing directors, by a stockholderwho is a stockholder of record both at the time of giving the advance notice required by the bylaws andat the time of the meeting, who is entitled to vote at the meeting in the election of each individual sonominated and who has complied with the advance notice provisions of the bylaws.

Forum for Certain Litigation

Our bylaws provide that the Circuit Court for Baltimore City, Maryland, shall be the sole andexclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any actionasserting a claim of breach of any duty owed by any director or officer or employee of the Company tous or to our stockholders, (iii) any action asserting a claim arising pursuant to any provision of theMaryland General Corporation Law or our charter or bylaws, or (iv) any action asserting a claim that isgoverned by the internal affairs doctrine, and any record or beneficial stockholder of the Company whocommences such an action shall cooperate in a request that the action be assigned to the court’sBusiness and Technology Case Management Program. This choice of forum provision will not apply toclaims arising under the Securities Act or the Exchange Act.

Reports to Stockholders

Our charter requires that we prepare an annual report and deliver it to our stockholders within120 days after the end of each fiscal year. Among the matters that must be included in the annualreport are:

• Financial statements which are prepared in accordance with GAAP (or the then requiredaccounting principles) and are audited by our independent registered public accounting firm;

• The ratio of the costs of raising capital during the year to the capital raised;

• The aggregate amount of advisory fees and the aggregate amount of other fees paid to theAdvisor and any affiliate of the Advisor by us or third parties doing business with us during theyear;

• Our total operating expenses for the year, stated as a percentage of our average invested assetsand as a percentage of our net income;

• A report from the independent directors that our policies are in the best interests of ourstockholders and the basis for such determination; and

• Separately stated, full disclosure of all material terms, factors and circumstances surrounding anyand all transactions involving us and the Advisor, a director or any affiliate thereof during theyear; and the independent directors are specifically charged with a duty to examine andcomment in the report on the fairness of the transactions.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

General

The following is a summary of certain material U.S. federal income tax considerations associatedwith an investment in our common stock that may be relevant to you. The statements made in thissection of the prospectus are based upon current provisions of the Code and Treasury Regulationspromulgated thereunder, as currently applicable, currently published administrative positions of the IRSand judicial decisions, all of which are subject to change, either prospectively or retroactively. Wecannot assure you that any changes will not modify the conclusions expressed in counsel’s opinionsdescribed herein. This summary does not address all possible tax considerations that may be material toan investor and does not constitute legal or tax advice. Moreover, this summary does not deal with alltax aspects that might be relevant to you, as a prospective stockholder, in light of your personalcircumstances, nor does it deal with particular types of stockholders that are subject to specialtreatment under the federal income tax laws, such as:

• insurance companies:

• tax-exempt organizations (except to the limited extent discussed in ‘‘—Taxation of Holders ofOur Common Stock—Taxation of Tax-Exempt Stockholders’’ below);

• financial institutions or broker dealers;

• non-U.S. individuals and foreign corporations (except to the limited extent discussed in‘‘—Taxation of Holders of Our Common Stock—Taxation of Non-U.S. Stockholders’’ below);

• U.S. expatriates;

• persons who mark-to-market our common stock;

• subchapter S corporations;

• U.S. stockholders (as defined below) whose functional currency is not the U.S. dollar;

• regulated investment companies and REITs;

• trusts and estates;

• holders who receive our common stock through the exercise of employee stock options orotherwise as compensation;

• persons holding our common stock as part of a ‘‘straddle,’’ ‘‘hedge,’’ ‘‘conversion transaction,’’‘‘synthetic security’’ or other integrated investment;

• persons subject to the alternative minimum tax provisions of the Code; and

• persons holding our common stock through a partnership or similar pass-through entity.

This summary assumes that stockholders hold shares as capital assets for federal income taxpurposes, which generally means property held for investment.

If a partnership, including any entity that is treated as a partnership for federal income taxpurposes, holds our common stock, the federal income tax treatment of the partner in the partnershipwill generally depend on the status of the partner and the activities of the partnership. If you are apartner in a partnership that will hold our common stock, you should consult your tax advisor regardingthe federal income tax consequences of acquiring, holding and disposing of our common stock by thepartnership.

The statements in this section are based on the current federal income tax laws, are for generalinformation purposes only and are not tax advice. We cannot assure you that new laws, interpretations

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of law, or court decisions, any of which may take effect retroactively, will not cause any statement inthis section to be inaccurate.

WE URGE YOU TO CONSULT YOUR TAX ADVISOR REGARDING THE SPECIFIC TAXCONSEQUENCES TO YOU OF THE PURCHASE, OWNERSHIP AND SALE OF OUR COMMONSTOCK AND OF OUR ELECTION TO BE TAXED AS A REIT, INCLUDING THE FEDERAL,STATE, LOCAL, FOREIGN, AND OTHER TAX CONSEQUENCES OF SUCH PURCHASE,OWNERSHIP, SALE AND ELECTION, AND REGARDING POTENTIAL CHANGES IN APPLICABLETAX LAWS.

Taxation of Our Company

REIT Qualification

We were organized on August 12, 2014 as a Maryland corporation. We made the election to betaxed as a REIT for federal income tax purposes, beginning with our taxable year ended December 31,2017 (by filing our U.S. federal income tax return for such year). We believe that, commencing withsuch taxable year, we have been organized and have operated in a manner as to qualify as a REIT forfederal income tax purposes and we intend to continue to operate in accordance with the requirementsfor qualification as a REIT under the Code. Although we intend to operate in such manner, noassurances can be given that we will be successful in qualifying as a REIT. This section discusses thelaws governing the federal income tax treatment of a REIT and its stockholders. These laws are highlytechnical and complex.

In connection with this offering, we have received an opinion from Morrison & Foerster LLP that,commencing with our taxable year ended December 31, 2017, we have been organized and haveoperated in conformity with the requirements for qualification as a REIT under the Code, and ourproposed method of operation will enable us to continue to meet the requirements for qualificationand taxation as a REIT. The opinion of Morrison & Foerster LLP speaks as of the date issued, and isbased on various assumptions, representations and covenants relating to our organization andoperation, including the nature of our gross income and assets, the amount of distributions that we pay,the composition of our stockholders, and various other requirements relating to our qualification as aREIT. In addition, Morrison & Foerster LLP’s opinion is based on existing federal income tax lawregarding qualification as a REIT, which is subject to change either prospectively or retroactively.

While we intend to operate so that we will qualify as a REIT, given the highly complex nature ofthe rules governing REITs, the ongoing importance of factual determinations, and the possibility offuture changes in our circumstances, no assurance can be given by Morrison & Foerster LLP or by usthat we will so qualify for any particular year. Morrison & Foerster LLP will have no obligation toadvise us or the holders of our common stock of any subsequent change in the matters stated,represented or assumed in the opinion, or of any subsequent change in the applicable law. You shouldbe aware that opinions of counsel are not binding on the IRS or any court, and no assurance can begiven that the IRS will not challenge the conclusions set forth in such opinions. Further, as of the dateof this prospectus, we have not obtained an advance ruling from the IRS regarding any matterdiscussed in this prospectus. Our qualification and taxation as a REIT depends on our ability to meeton a continuing basis, through actual operating results, distribution levels, and diversity of shareownership, various qualification requirements imposed upon REITs by the Code related to our incomeand assets, the compliance with which will not be reviewed by Morrison & Foerster LLP. Our ability toqualify as a REIT also requires that we satisfy certain asset tests, some of which depend upon the fairmarket values of assets directly or indirectly owned by us. Such values may not be susceptible to aprecise determination. While we intend to continue to operate in a manner that will allow us to qualifyas a REIT, no assurance can be given that the actual results of our operations for any taxable yearsatisfy such requirements for qualification and taxation as a REIT.

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We may own an equity interest in one or more entities that will elect to be treated as REITs (eachsuch entity a ‘‘Subsidiary REIT’’). Each such Subsidiary REIT will be subject to, and must satisfy, thesame requirements that we must satisfy in order to qualify as a REIT. Discussions of our qualificationunder the REIT rules and the consequences of a failure to so qualify, also apply to each of theSubsidiary REITs.

Taxation of REITs in General

If we qualify as a REIT, we generally will not be subject to federal income tax on the taxableincome that we distribute to our stockholders, provided such distribution qualifies for the deduction fordividends paid. The benefit of that tax treatment is that it avoids the ‘‘double taxation,’’ or taxation atboth the corporate and stockholder levels, that generally results from owning stock in a corporation.Any net operating losses, foreign tax credits and other tax attributes generally do not pass through toour stockholders. Even if we qualify as a REIT, we will be subject to federal tax in the followingcircumstances:

• We will pay federal income tax on any taxable income, including undistributed net capital gain,that we do not distribute to stockholders during, or within a specified time period after, thecalendar year in which the income is earned.

• We will pay income tax at the highest corporate rate on:

• net income from the sale or other disposition of property acquired through foreclosure(‘‘foreclosure property’’) that we hold primarily for sale to customers in the ordinary courseof business, and

• other non-qualifying income from foreclosure property.

• We will pay a 100% tax on net income from sales or other dispositions of property, other thanforeclosure property, that we hold primarily for sale to customers in the ordinary course ofbusiness.

• If we fail to satisfy one or both of the 75% gross income test or the 95% gross income test, asdescribed below under’’—Gross Income Tests,’’ and nonetheless continue to qualify as a REITbecause we meet other requirements, we will pay a 100% tax on:

• the gross income attributable to the greater of the amount by which we fail the 75% grossincome test or the 95% gross income test, in either case, multiplied by

• a fraction intended to reflect our profitability.

• If we fail to distribute during a calendar year at least the sum of (i) 85% of our REIT ordinaryincome for the year, (ii) 95% of our REIT capital gain net income for the year, and (iii) anyundistributed taxable income required to be distributed from earlier periods, we will pay a 4%nondeductible excise tax on the excess of the required distribution over the amount we actuallydistributed.

• We may elect to retain and pay income tax on our net long-term capital gain. In that case, astockholder would be taxed on its proportionate share of our undistributed long-term capitalgain (to the extent that we made a timely designation of such gain to the stockholders), wouldreceive a credit or refund for its proportionate share of the tax we paid and would increase theadjusted basis of its shares by the excess of the amount deemed distributed over theproportionate share of the tax paid.

• We may be subject to a 100% excise tax on transactions with any Taxable REIT Subsidiary(‘‘TRS’’) that are not conducted on an arm’s-length basis.

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• In the event we fail to satisfy any of the asset tests, other than a de minimis failure of the 5%asset test, the 10% vote test or 10% value test, as described below under ‘‘—Asset Tests,’’ aslong as the failure was due to reasonable cause and not to willful neglect, we file a descriptionof each asset that caused such failure with the IRS, and we dispose of the assets causing thefailure or otherwise comply with the asset tests within six months after the last day of thequarter in which we identify such failure, we will pay a tax equal to the greater of $50,000 or thehighest federal income tax rate then applicable to U.S. corporations (currently 21%) on the netincome from the nonqualifying assets during the period in which we failed to satisfy the assettests.

• In the event we fail to satisfy one or more requirements for REIT qualification, other than thegross income tests and the asset tests, and such failure is due to reasonable cause and not towillful neglect, we will be required to pay a penalty of $50,000 for each such failure.

• If we acquire any asset from a C corporation, or a corporation that generally is subject to fullcorporate-level tax, in a merger or other transaction in which we acquire a basis in the asset thatis determined by reference either to the C corporation’s basis in the asset or to another asset,we will pay tax at the highest regular corporate rate applicable if we recognize gain on the saleor disposition of the asset during the 5-year period after we acquire the asset, provided that noelection is made for the transaction to be taxable on a current basis. The amount of gain onwhich we will pay tax is the lesser of:

• The amount of gain that we recognize at the time of the subsequent sale or disposition, and

• The amount of gain that we would have recognized if we had sold the asset at the time weacquired it.

• We may be required to pay monetary penalties to the IRS in certain circumstances, including ifwe fail to meet record-keeping requirements intended to monitor our compliance with rulesrelating to the composition of a REIT’s stockholders, as described below in ‘‘—RecordkeepingRequirements.’’

• The earnings of our lower-tier entities that are subchapter C corporations, including any TRSs,will be subject to federal corporate income tax.

In addition, notwithstanding our qualification as a REIT, we may also have to pay certain state andlocal income taxes because not all states and localities treat REITs in the same manner that they aretreated for federal income tax purposes. Moreover, as further described below, any TRS we form willbe subject to federal, state and local corporate income tax on its taxable income.

We and our Subsidiary REITs could recognize deferred tax liabilities in the future. Deferred taxliabilities include, but are not limited to, tax liabilities attributable to built-in gain assets and taxliabilities attributable to taxable income for which we will not receive cash. In addition, notwithstandingtheir status as REITs, (i) Subsidiary REITs may have to pay certain state and local income taxes,because not all states and localities treat REITs and such subsidiaries in the same manner in whichthey are treated for federal income tax purposes, (ii) Subsidiary REITs will be subject to the federalincome taxes applicable to REITs, as described herein, and (iii) we and/or the Subsidiary REITs alsocould be subject to tax in other situations and on transactions not presently contemplated.

Requirements for Qualification

A REIT is a corporation, trust, or association that meets each of the following requirements:

1. It is managed by one or more trustees or directors.

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2. Its beneficial ownership is evidenced by transferable shares, or by transferable certificates ofbeneficial interest.

3. It would be taxable as a domestic corporation, but for the REIT provisions of the federalincome tax laws.

4. It is neither a financial institution nor an insurance company subject to special provisions ofthe federal income tax laws.

5. At least 100 persons are beneficial owners of its shares or ownership certificates.

6. Not more than 50% in value of its outstanding shares or ownership certificates is owned,directly or indirectly, by five or fewer individuals, which the Code defines to include certainentities, during the last half of any taxable year.

7. It elects to be a REIT, or has made such election for a previous taxable year, and satisfies allrelevant filing and other administrative requirements established by the IRS that must be metto elect and maintain REIT status.

8. It meets certain other qualification tests, described below, regarding the nature of its incomeand assets and the amount of its distributions to stockholders.

9. It uses a calendar year for federal income tax purposes and complies with the recordkeepingrequirements of the federal income tax laws.

We must meet the above requirements 1, 2, 3, 4, 7, 8 and 9 during our entire taxable year andmust meet requirement 5 during at least 335 days of a taxable year of 12 months, or during aproportionate part of a taxable year of less than 12 months. Requirements 5 and 6 have applied to usbeginning with our taxable year ended December 31, 2018. If we comply with all the requirements forascertaining the ownership of our outstanding shares in a taxable year and have no reason to know thatwe violated requirement 6, we will be deemed to have satisfied requirement 6 for that taxable year. Forpurposes of determining share ownership under requirement 6, an ‘‘individual’’ generally includes asupplemental unemployment compensation benefits plan, a private foundation, or a portion of a trustpermanently set aside or used exclusively for charitable purposes. An ‘‘individual,’’ however, generallydoes not include a trust that is a qualified employee pension or profit sharing trust under the federalincome tax laws, and beneficiaries of such a trust will be treated as holding our shares in proportion totheir actuarial interests in the trust for purposes of requirement 6.

We believe that, commencing with such taxable year, we have been organized and have operated ina manner as to qualify as a REIT for federal income tax purposes and we intend to continue tooperate in accordance with the requirements for qualification as a REIT under the Code. Although weintend to operate in such manner, no assurances can be given that we will be successful in qualifying asa REIT.

We made the election to be taxed as a REIT for federal income tax purposes beginning with ourtaxable year ended December 31, 2017, and believe that we have met, and will continue to meet therequirements for qualification as a REIT. In addition, our charter contains restrictions regardingownership and transfer of shares of our common stock that are intended to assist us in continuing tosatisfy the share ownership requirements in 5 and 6 above. See ‘‘Description of Capital Stock—Restriction on Ownership of Shares of Capital Stock.’’ We are required to maintain records disclosingthe actual ownership of common stock in order to monitor our compliance with the share ownershiprequirements. To do so, we are required to demand written statements each year from the recordholders of certain minimum percentages of our shares in which such record holders must disclose theactual owners of the shares (i.e., the persons required to include distributions that we pay in their grossincome). A list of those persons failing or refusing to comply with this demand will be maintained aspart of our records. Stockholders who fail or refuse to comply with the demand must submit a

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statement with their tax returns disclosing the actual ownership of our shares and certain otherinformation. The restrictions in our charter, however, may not ensure that we will, in all cases, be ableto satisfy such share ownership requirements. If we fail to satisfy these share ownership requirements,we will not qualify as a REIT.

Effect of Subsidiary Entities

Subsidiary REITs. As discussed above, we may indirectly or directly own interests in one or moreSubsidiary REITs. We believe that each such Subsidiary REIT will be organized and will operate in amanner to permit it to qualify for taxation as a REIT for federal income tax purposes from and afterthe effective date of its REIT election. However, if any of these Subsidiary REITs were to fail toqualify as a REIT, then (i) the Subsidiary REIT would become subject to regular U.S. corporationincome tax, as described herein, see ‘‘—Failure to Qualify’’ below, and (ii) our interest in suchSubsidiary REIT would cease to be a qualifying real estate asset for purposes of the 75% asset test andwould become subject to the 5% asset test, the 10% voting stock asset test, and the 10% value assettest generally applicable to our ownership of securities of corporations other than REITs, qualifiedREIT subsidiaries and TRSs. See ‘‘—Asset Tests’’ below. If any of the Subsidiary REITs were to fail toqualify as a REIT, it is possible that we would not meet the 10% voting stock test and the 10% valuetest with respect to our indirect interest in such entity, in which event we too would fail to qualify as aREIT, unless we could avail ourselves of certain relief provisions.

Qualified REIT Subsidiaries. A corporation that is a ‘‘qualified REIT subsidiary’’ is not treated asa corporation separate from its parent REIT. All assets, liabilities, and items of income, deduction, andcredit of a ‘‘qualified REIT subsidiary’’ are treated as assets, liabilities, and items of income, deduction,and credit of the parent REIT. A ‘‘qualified REIT subsidiary’’ is a corporation, other than a TRS orREIT subsidiary, all of the stock of which is owned by the REIT directly and/or indirectly throughother wholly-owned subsidiaries that are disregarded for tax purposes. Thus, in applying therequirements described herein, any ‘‘qualified REIT subsidiary’’ that we own will be ignored, and allassets, liabilities, and items of income, deduction, and credit of such subsidiary will be treated as ourassets, liabilities, and items of income, deduction, and credit.

Other Disregarded Entities and Partnerships. An unincorporated domestic entity, such as apartnership or limited liability company that has a single owner, generally is not treated as an entityseparate from its owner for federal income tax purposes. An unincorporated domestic entity with twoor more owners is generally treated as a partnership for federal income tax purposes. In the case of aREIT that is a partner in a partnership that has other partners, the REIT is treated as owning itsproportionate share of the assets of the partnership and as earning its allocable share of the grossincome of the partnership for purposes of the applicable REIT qualification tests. Our proportionateshare for purposes of the 10% value test (see ‘‘—Asset Tests’’) is based on our proportionate interest inthe equity interests and certain debt securities issued by the partnership. For all of the other asset andincome tests, our proportionate share is based on our proportionate interest in the capital of thepartnership. Our proportionate share of the assets, liabilities, and items of income of any partnership,joint venture, or limited liability company that is treated as a partnership for federal income taxpurposes in which we acquire an equity interest, directly or indirectly, will be treated as our assets andgross income for purposes of applying the various REIT qualification requirements.

Taxable REIT Subsidiaries. A REIT may own up to 100% of the shares of one or more TRSs. ATRS is a fully taxable corporation that may earn income, or engage in other activities, that would notcomply with the requirements for qualification as a REIT if earned or undertaken directly by theparent REIT. The subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. Acorporation of which a TRS directly or indirectly owns more than 35% of the voting power or value ofthe securities will automatically be treated as a TRS. We will not be treated as holding the assets of a

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TRS or as receiving any income that the TRS earns. Rather, the stock issued by a TRS to us will be anasset in our hands, and we will treat the distributions paid to us from such TRS, if any, as income tothe extent of the TRS’s current and accumulated earnings and payments, or, if in excess thereof, to theextent such amounts exceed our basis in the shares of the TRS. This treatment may affect ourcompliance with the gross income and asset tests. Because we will not include the assets and income ofTRSs in determining our compliance with the REIT requirements, we may use such entities toundertake indirectly activities that the REIT rules might otherwise preclude us from doing directly orthrough pass-through subsidiaries. Effective for taxable years beginning after December 31, 2017 notmore than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs.

A TRS pays income tax at regular corporate rates on any income that it earns. In addition, theTRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure thatthe TRS is subject to an appropriate level of corporate taxation. Further, the rules impose a 100%excise tax on transactions between a TRS and its parent REIT, or the REIT’s customers, that are notconducted on an arm’s-length basis.

A TRS may not directly or indirectly operate or manage any health care facilities or lodgingfacilities, or provide rights to any brand name under which any health care facility or lodging facility isoperated. A TRS may provide rights to any brand name under which any health care facility or lodgingfacility is operated if (i) such rights are provided to an ‘‘eligible independent contractor’’(as describedbelow) to operate or manage a health care facility or lodging facility, (ii) such rights are held by theTRS as a franchisee, licensee, or in a similar capacity, and (iii) such health care facility or lodgingfacility is either owned by the TRS or leased to the TRS by its parent REIT. A TRS is not consideredto operate or manage a ‘‘qualified health care property’’ or ‘‘qualified lodging facility’’ solely becausethe TRS directly or indirectly possesses a license, permit, or similar instrument enabling it to do so.

Other than rent received from a TRS that uses health care facilities or lodging facilities for theREIT, rent that we receive from a TRS with respect to other real property will qualify as ‘‘rents fromreal property’’ for purposes of the gross income requirements applicable to REITs as described belowso long as (i) at least 90% of the leased space in the property is leased to persons other than TRSs andrelated-party customers, and (ii) the amount paid by the TRS to rent space at the property issubstantially comparable to rents paid by other customers of the property for comparable space, asdescribed in further detail below under ‘‘—Gross Income Tests—Rents from Real Property.’’ If welease space to a TRS in the future, we will seek to comply with these requirements.

Gross Income Tests

We must satisfy two gross income tests annually to maintain our qualification as a REIT. First, atleast 75% of our gross income for each taxable year must consist of defined types of income that wederive, directly or indirectly, from investments relating to real property or mortgages on real propertyor qualified temporary investment income. Qualifying income for purposes of that 75% gross incometest generally includes:

• rents from real property;

• interest on debt secured by mortgages on real property, or on interests in real property;

• dividends or other distributions on, and gain from the sale of, shares in other REITs;

• gain from the sale of real estate assets;

• income and gain derived from foreclosure property; and

• income derived from the temporary investment in stock and debt instruments purchased with theproceeds from the issuance of our stock or a public offering of our debt with a maturity date ofat least five years and that we receive during the one-year period beginning on the date onwhich we received such new capital.

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Second, in general, at least 95% of our gross income for each taxable year must consist of incomethat is qualifying income for purposes of the 75% gross income test, other types of interest anddividends, gain from the sale or disposition of shares or securities, or any combination of these. Anygross income from the sale of property that we hold primarily for sale to customers in the ordinarycourse of business is excluded from both the numerator and the denominator in both gross incometests, but is subject to a special tax at a rate of 100%. In addition, income and gain from certain‘‘hedging transactions’’ that we enter into to hedge indebtedness incurred, or to be incurred, to acquireor carry real estate assets, and that are clearly and timely identified as such, will be excluded from boththe numerator and the denominator for purposes of the 75% and 95% gross income tests. In addition,certain foreign currency gains will be excluded from gross income for purposes of one or both of thegross income tests. See ‘‘—Foreign Currency Gain.’’ The following paragraphs discuss the specificapplication of the gross income tests to us.

Rents from Real Property. Rent that we receive from our real property will qualify as ‘‘rents fromreal property,’’ which is qualifying income for purposes of the 75% and 95% gross income tests, only ifthe following conditions are met:

• First, the rent must not be based, in whole or in part, on the income or profits of any person,but may be based on a fixed percentage or percentages of receipts or sales.

• Second, neither we nor a direct or indirect owner of 10% or more of our stock may own,actually or constructively, 10% or more of a customer from whom we receive rent, other than aTRS.

• Third, if the rent attributable to personal property leased in connection with a lease of realproperty is 15% or less of the total rent received under the lease, then the rent attributable topersonal property will qualify as rents from real property. However, if the 15% threshold isexceeded, the portion of the rent that is attributable to personal property will not qualify asrents from real property.

• Fourth, we generally must not operate or manage our real property or furnish or render servicesto our customers, other than certain customary services provided to tenants through an‘‘independent contractor’’ who is adequately compensated and from whom we do not deriverevenue. However, we need not provide services through an ‘‘independent contractor,’’ butinstead may provide services directly to our customers, if the services are ‘‘usually or customarilyrendered’’ in connection with the rental of space for occupancy only and are not considered tobe provided for the customers’ convenience. In addition, we may provide a minimal amount of‘‘noncustomary’’ services to the customers of a property, other than through an independentcontractor, as long as our income from the services (valued at not less than 150% of our directcost of performing such services) does not exceed 1% of our income from the related property.Furthermore, we may own up to 100% of the stock of a TRS which may provide customary andnoncustomary services to our customers without tainting our rental income for the relatedproperties.

In order for the rent paid under our leases to constitute qualifying ‘‘rents from real property,’’ theleases must be respected as true leases for federal income tax purposes and not be treated as servicecontracts, joint ventures or some other type of arrangement. The determination of whether our leasesare true leases depends on an analysis of all the surrounding facts and circumstances. We intend toenter into leases that will be treated as true leases. If our leases are characterized as service contractsor partnership agreements, rather than as true leases, part or all of the payments that our OperatingPartnership and its subsidiaries receive from our leases may not be considered rent or may nototherwise satisfy the various requirements for qualification as ‘‘rents from real property.’’ In that case,we might not be able to satisfy either the 75% or 95% gross income test and, as a result, would lose

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our REIT status unless we qualify for relief, as described below under ‘‘—Failure to Satisfy GrossIncome Tests.’’

As described above, in order for the rent that we receive to constitute ‘‘rents from real property,’’several other requirements must be satisfied. First, rent must not be based in whole or in part on theincome or profits of any person. Percentage rent, however, will qualify as ‘‘rents from real property’’ ifit is based on percentages of receipts or sales and the percentages:

• are fixed at the time the leases are entered into;

• are not renegotiated during the term of the leases in a manner that has the effect of basing renton income or profits; and

• conform with normal business practice.

More generally, rent will not qualify as ‘‘rents from real property’’ if, considering the leases and allthe surrounding circumstances, the arrangement does not conform with normal business practice, but isin reality used as a means of basing the rent on income or profits.

In addition, in order for rents that we receive to be qualifying income for purposes of the REITgross income tests, we must not own, actually or constructively, 10% or more of the shares or the assetsor net profits of any lessee (a ‘‘related party tenant’’), other than a TRS. The constructive ownershiprules generally provide that, if 10% or more in value of our stock is owned, directly or indirectly, by orfor any person, we are considered as owning the shares owned, directly or indirectly, by or for suchperson. We anticipate that all of our properties will be leased to third parties which do not constituterelated party customers. In addition, our charter prohibits transfers of our stock that would cause us toown, actually or constructively, 10% or more of the ownership interests in any non-TRS lessee.Accordingly, we generally do not expect to own, actually or constructively, 10% or more of any lessee.However, because the constructive ownership rules are broad and it is not possible to continuallymonitor all direct and indirect transfers of our stock, no absolute assurance can be given that suchtransfers or other events of which we have no knowledge will not cause us to constructively own 10%or more of a lessee in a particular case.

As described above, we may own up to 100% of the shares of one or more TRSs. Under anexception to the related-party tenant rule described in the preceding paragraph, rent that we receivefrom a TRS will qualify as ‘‘rents from real property’’ as long as (i) at least 90% of the leased space inthe property is leased to persons other than TRSs and related-party tenants, and (ii) the amount paidby the TRS to rent space at the property is substantially comparable to rents paid by other tenants ofthe property for comparable space. The ‘‘substantially comparable’’ requirement must be satisfied whenthe lease is entered into, when it is extended, and when the lease is modified, if the modificationincreases the rent paid by the TRS. If the requirement that at least 90% of the leased space in therelated property is rented to unrelated tenants is met when a lease is entered into, extended, ormodified, such requirement will continue to be met as long as there is no increase in the space leasedto any TRS or related party tenant. Any increased rent attributable to a modification of a lease with aTRS in which we own, directly or indirectly, more than 50% of the voting power or value of the stock(a ‘‘controlled TRS’’) will not be treated as ‘‘rents from real property.’’ If in the future we receive rentfrom a TRS, we will seek to comply with this or other exceptions that permit certain rents from a TRSto be treated as qualifying rents for purposes of the REIT income tests.

The rent attributable to the personal property leased in connection with the lease of a propertyalso must not be greater than 15% of the total rent received under the lease. The rent attributable tothe personal property contained in a property is the amount that bears the same ratio to total rent forthe taxable year as the average of the fair market values of the personal property at the beginning andat the end of the taxable year bears to the average of the aggregate fair market values of both the realand personal property contained in the property at the beginning and at the end of such taxable year,

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or the ‘‘personal property ratio.’’ With respect to each of our leases, we believe either that the personalproperty ratio will be less than 15%, or that any rent attributable to excess personal property will notjeopardize our ability to qualify as a REIT. There can be no assurance, however, that the IRS wouldnot challenge our calculation of a personal property ratio, or that a court would not uphold suchassertion. If such a challenge were successfully asserted, we could fail to satisfy the 75% or 95% grossincome test and thus potentially lose our REIT status.

We cannot furnish or render noncustomary services to the customers of our properties, or manageor operate our properties, other than through an independent contractor who is adequatelycompensated and from whom we do not derive or receive any income or through a TRS. However, weneed not provide services through an ‘‘independent contractor,’’ but instead may provide servicesdirectly to our customers, if the services are ‘‘usually or customarily rendered’’ in connection with therental of space for occupancy only and are not considered to be provided for the customers’convenience. In addition, we may provide a minimal amount of ‘‘noncustomary’’ services to thecustomers of a property, other than through an independent contractor or TRS, as long as our incomefrom the services (valued at not less than 150% of our direct cost for performing such services) doesnot exceed 1% of our income from the related property. We may own up to 100% of the shares of oneor more TRSs, which may provide noncustomary services to our customers without tainting our rentsfrom the related properties. We do not intend to perform any services other than customary ones forour lessees, unless such services are provided through independent contractors or TRSs.

If a portion of the rent that we receive from a property does not qualify as ‘‘rents from realproperty’’ because the rent attributable to personal property exceeds 15% of the total rent for a taxableyear, the portion of the rent that is attributable to personal property will not be qualifying income forpurposes of either the 75% or 95% gross income test. Thus, if such rent attributable to personalproperty, plus any other income that is nonqualifying income for purposes of the 95% gross incometest, during a taxable year exceeds 5% of our gross income during the year, we would lose our REITqualification. If, however, the rent from a particular property does not qualify as ‘‘rents from realproperty’’ because either (i) the rent is considered based on the income or profits of the related lessee,(ii) the lessee either is a related party customer or fails to qualify for the exceptions to the relatedparty customer rule for qualifying TRSs or (iii) we furnish noncustomary services to the customers ofthe property, or manage or operate the property, other than through a qualifying independentcontractor or a TRS, none of the rent from such leases would qualify as ‘‘rents from real property.’’ Inthat case, we might lose our REIT qualification because we would be unable to satisfy either the 75%or 95% gross income test.

Interest. The term ‘‘interest’’ generally does not include any amount received or accrued, directlyor indirectly, if the determination of such amount depends in whole or in part on the income or profitsof any person. However, interest generally includes the following:

• an amount that is based on a fixed percentage or percentages of receipts or sales; and

• an amount that is based on the income or profits of a debtor, as long as the debtor derivessubstantially all of its income from the real property securing the debt from leasing substantiallyall of its interest in the property, and only to the extent that the amounts received by the debtorwould be qualifying ‘‘rents from real property’’ if received directly by a REIT.

If a loan contains a provision that entitles a REIT to a percentage of the borrower’s gain upon thesale of the real property securing the loan or a percentage of the appreciation in the property’s valueas of a specific date, income attributable to that loan provision will be treated as gain from the sale ofthe property securing the loan, which generally is qualifying income for purposes of both gross incometests.

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We expect that any investments we may make in mortgage loans will generally be treated as beingsecured by mortgages on real property or interests in real property such that the gross interest incomegenerated thereon qualifies for the 75% income test. However, for purposes of the income tests, if theoutstanding principal balance of a mortgage loan exceeds the fair market value of the real propertysecuring the loan, a portion of such gross interest income will not qualify under the 75% income test.

Dividends. Our share of any dividends received from any corporation (including any TRS, butexcluding any REIT) in which we own an equity interest will qualify for purposes of the 95% grossincome test but not for purposes of the 75% gross income test. Our share of any dividends receivedfrom any other REIT in which we own an equity interest, if any, will be qualifying income for purposesof both gross income tests. Dividends from, and gain on the sale of interests in, any of our SubsidiaryREITs will qualify for purposes of both gross income tests.

Foreclosure Property. We will be subject to tax at the maximum corporate rate on any incomefrom foreclosure property, which includes certain foreign currency gains and related deductions, otherthan income that otherwise would be qualifying income for purposes of the 75% gross income test, lessexpenses directly connected with the production of that income. However, gross income fromforeclosure property will qualify under the 75% and 95% gross income tests. Gain from the sale offoreclosure property is not subject to the 100% tax on prohibited transactions, as described below.

Foreclosure property is any real property, including interests in real property, and any personalproperty incident to such real property:

• that is acquired by a REIT as the result of the REIT having bid on such property at foreclosure,or having otherwise reduced such property to ownership or possession by agreement or processof law, after there was a default or default was imminent, on a lease of such property or onindebtedness that such property secured;

• for which the related loan was acquired by the REIT at a time when the default was notimminent or anticipated; and

• for which the REIT makes a proper election to treat the property as foreclosure property.

A REIT will not be considered to have foreclosed on a property where the REIT takes control ofthe property as a mortgagee-in-possession and cannot receive any profit or sustain any loss except as acreditor of the mortgagor. Property generally ceases to be foreclosure property at the end of the thirdtaxable year following the taxable year in which the REIT acquired the property, or subsequently if anextension is granted by the Secretary of the Treasury. However, this grace period terminates andforeclosure property ceases to be foreclosure property on the first day:

• on which a lease is entered into for the property that, by its terms, will give rise to income thatdoes not qualify for purposes of the 75% gross income test, or any amount is received oraccrued, directly or indirectly, pursuant to a lease entered into on or after such day that will giverise to income that does not qualify for purposes of the 75% gross income test;

• on which any construction takes place on the property, other than completion of a building orany other improvement, where more than 10% of the construction was completed before defaultbecame imminent; or

• which is more than 90 days after the day on which the REIT acquired the property and theproperty is used in a trade or business which is conducted by the REIT, other than through anindependent contractor from whom the REIT does not derive or receive any income.

Hedging Transactions. From time to time, we or our Operating Partnership may enter into hedgingtransactions with respect to one or more of our assets or liabilities. Our hedging activities may includeentering into interest rate swaps, caps, and floors, options to purchase such items, and futures and

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forward contracts. Income and gain from ‘‘hedging transactions’’ will be excluded from gross income forpurposes of both the 75% and 95% gross income tests provided we satisfy the identificationrequirements discussed below. A ‘‘hedging transaction’’ means either (i) any transaction entered into inthe normal course of our or our Operating Partnership’s trade or business primarily to manage the riskof interest rate changes, price changes, or currency fluctuations with respect to borrowings made, or tobe made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets, and(ii) any transaction entered into primarily to manage the risk of currency fluctuations with respect toany item of income or gain that would be qualifying income under the 75% or 95% gross income test(or any property which generates such income or gain). We are required to clearly identify any suchhedging transaction before the close of the day on which it was acquired, originated, or entered intoand to satisfy other identification requirements. We may conduct some or all of our hedging activities(including hedging activities relating to currency risk) through a TRS or other corporate entity, theincome from which may be subject to federal income tax, rather than by participating in thearrangements directly or through pass-through subsidiaries. No assurance can be given, however, thatour hedging activities will not give rise to income that does not qualify for purposes of either or bothof the REIT income tests, or that our hedging activities will not adversely affect our ability to satisfythe REIT qualification requirements.

Foreign Currency Gain. Certain foreign currency gains will be excluded from gross income forpurposes of one or both of the gross income tests. ‘‘Real estate foreign exchange gain’’ will be excludedfrom gross income for purposes of the 75% and 95% gross income tests. Real estate foreign exchangegain generally includes foreign currency gain attributable to any item of income or gain that isqualifying income for purposes of the 75% gross income test, foreign currency gain attributable to theacquisition or ownership of (or becoming or being the obligor under) obligations secured by mortgageson real property or an interest in real property, and certain foreign currency gain attributable to certain‘‘qualified business units’’ of a REIT. ‘‘Passive foreign exchange gain’’ will be excluded from grossincome for purposes of the 95% gross income test. Passive foreign exchange gain generally includesreal estate foreign exchange gain as described above, and also includes foreign currency gainattributable to any item of income or gain that is qualifying income for purposes of the 95% grossincome test, and foreign currency gain attributable to the acquisition or ownership of (or becoming orbeing the obligor under) obligations. These exclusions for real estate foreign exchange gain and passiveforeign exchange gain do not apply to certain foreign currency gain derived from dealing, or engagingin substantial and regular trading, in securities. Such gain is treated as nonqualifying income forpurposes of both the 75% and 95% gross income tests.

Failure to Satisfy Gross Income Tests. If we fail to satisfy one or both of the gross income tests forany taxable year, we may nevertheless maintain our qualification as a REIT for that year if we areeligible for certain relief provisions. Those relief provisions are available if:

• our failure to meet those tests is due to reasonable cause and not willful neglect; and

• following such failure for any taxable year, we file a schedule of the sources of our income inaccordance with the requirements of certain Treasury regulations.

We cannot predict, however, whether in all circumstances we would qualify for the reliefprovisions. In addition, as discussed above in ‘‘—Taxation of Our Company,’’ even if the reliefprovisions apply, we would incur a 100% tax on the gross income attributable to the greater of theamount by which we fail the 75% gross income test or the 95% gross income test, multiplied by afraction intended to reflect our profitability.

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Asset Tests

To qualify as a REIT, we also must satisfy the following asset tests at the end of each quarter ofeach taxable year. First, at least 75% of the value of our total assets must consist of:

• cash or cash items, including certain receivables and, in certain circumstances, foreign currencies;

• U.S. government securities;

• interests in real property, including leaseholds, and options to acquire real property andleaseholds;

• interests in mortgage loans secured by real property;

• stock in other REITs; and

• investments in stock or debt instruments during the one-year period following our receipt of newcapital that we raise through equity offerings, or through public offerings of debt that have atleast a five-year term.

Second, of our investments that do not qualify for purposes of the 75% asset test described above,the value of our interest in any one issuer’s securities may not exceed 5% of the value of our totalassets. This requirement is referred to as the 5% asset test.

Third, of our investments that do not qualify for purposes of the 75% asset class, we may not ownmore than 10% of the voting power of any one issuer’s outstanding securities, or 10% of the value ofany one issuer’s outstanding securities. These requirements are known as the 10% vote test and the10% value test, respectively.

Fourth, effective as of January 1, 2018, no more than 20% of the value of our total assets mayconsist of the securities of issued by one or more of our TRSs.

Fifth, no more than 25% of the value of our total assets may consist of the securities of TRSs andother assets that are not qualifying assets for purposes of the 75% asset test. This requirement isreferred to as the 25% securities test.

For purposes of the 5% asset test, the 10% vote test and the 10% value test, the term ‘‘securities’’does not include shares in another REIT, equity or debt securities of a qualified REIT subsidiary orTRS, mortgage loans that constitute real estate assets, or equity interests in a partnership. The term‘‘securities,’’ however, generally includes debt securities issued by a partnership or another REIT, exceptthat for purposes of the 10% value test, the term ‘‘securities’’ does not include:

• ‘‘straight debt’’ securities, which are defined as a written unconditional promise to pay ondemand, or on a specified date, a sum certain in money if (i) the debt is not convertible, directlyor indirectly, into equity, and (ii) the interest rate and interest payment dates are not contingenton profits, the borrower’s discretion, or similar factors. ‘‘Straight debt’’ securities do not includeany securities issued by a partnership or a corporation in which we or any controlled TRS (i.e., aTRS in which we own directly or indirectly more than 50% of the voting power or value of thestock) hold non-’’straight debt’’ securities that have an aggregate value of more than 1% of theissuer’s outstanding securities. However, ‘‘straight debt’’ securities may include debt subject tothe following contingencies:

• a contingency relating to the time of payment of interest or principal, as long as either(i) there is no change to the effective yield of the debt obligation, other than a change tothe annual yield that does not exceed the greater of 0.25% per annum, or 5% of the annualyield, or (ii) the aggregate issue price and the aggregate face amount of the issuer’s debtobligations held by us does not exceed $1 million, and no more than 12 months ofunaccrued interest on the debt obligations can be required to be prepaid; and

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• a contingency relating to the time or amount of payment upon a default or prepayment of adebt obligation, as long as the contingency is consistent with customary commercial practice.

• any loan to an individual or an estate;

• any ‘‘section 467 rental agreement,’’ other than an agreement with a related party customer;

• any obligation to pay ‘‘rents from real property’’;

• certain securities issued by governmental entities;

• any security issued by a REIT;

• any debt instrument issued by an entity that is treated as a partnership for federal income taxpurposes in which we are a partner, to the extent of our proportionate interest in the equity anddebt securities of the partnership; and

• any debt instrument issued by an entity that is treated as a partnership for federal income taxpurposes and which not described in the preceding bullet points, if at least 75% of thepartnership’s gross income, excluding income from prohibited transactions, is qualifying incomefor purposes of the 75% gross income test described above in ‘‘—Gross Income Tests.’’

For purposes of the 10% value test, our proportionate share of the assets of a partnership is ourproportionate interest in any securities issued by the partnership, without regard to the securitiesdescribed in the last two bullet points above.

We may enter into sale and repurchase agreements, pursuant to which we would nominally sellcertain of our loan assets to a counterparty, and simultaneously enter into an agreement to repurchasethe same assets. We believe that we would be treated for U.S. federal income tax purposes as theowner of the loan assets that are the subject of any such agreement notwithstanding that suchagreements may transfer record ownership of the assets to the counterparty during the term of theagreement. It is possible, however, that the IRS could assert that we did not own the loan assets duringthe term of the sale and repurchase agreement, in which case we could fail to qualify as a REIT.

We may make or invest in mezzanine loans. Certain of our mezzanine loans may qualify for thesafe harbor contained in IRS Revenue Procedure 2003-65, pursuant to which certain loans secured by afirst priority security interest in ownership interests in a partnership or limited liability company, ratherthan in a direct mortgage on real property, will be treated as qualifying assets for purposes of the 75%real estate asset test and the 10% vote or value test, and interest derived therefrom will be treated asqualified mortgage interest for purposes of the 75% gross income test, as described above. We maymake or invest in some mezzanine loans that do not qualify for that safe harbor, and that do notqualify as ‘‘straight debt’’ securities or for one of the other exclusions from the definition of ‘‘securities’’for purposes of the 10% value test. We intend to make such investments in such a manner as not tofail the asset and income tests described above, although no assurance can be given that the IRS willnot challenge our treatment of such loans.

We expect that any investments we may make in mortgage loans will generally be treated asqualifying real estate assets. However, for purposes of the asset tests, if the outstanding principalbalance of a mortgage loan exceeds the fair market value of the real property securing the loan, aportion of such loan likely will not be a qualifying real estate asset. Under current law, it is not entirelyclear how to determine what portion of such a loan will be treated as a real estate asset. The IRS hasstated that it will not challenge a REIT’s treatment of a loan as being, in part, a real estate asset forpurposes of the 75% asset test if the REIT treats the loan as being a qualifying real estate asset in anamount equal to the lesser of (1) the fair market value of the real property securing the loan on thedate the REIT acquires the loan or (2) the fair market value of the loan.

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No independent appraisals will be obtained to support our conclusions as to the value of our totalassets or the value of any particular security or securities. Moreover, values of some assets may not besusceptible to a precise determination, and values are subject to change in the future. Furthermore, theproper classification of an instrument as debt or equity for federal income tax purposes may beuncertain in some circumstances, which could affect the application of the REIT asset requirements.Accordingly, there can be no assurance that the IRS will not contend that our interests in oursubsidiaries or in the securities of other issuers will not cause a violation of the REIT asset tests.

We will monitor the status of our assets for purposes of the various asset tests and will manage ourportfolio in order to comply at all times with such tests. However, there is no assurance that we willnot inadvertently fail to comply with such tests. If we fail to satisfy the asset tests at the end of acalendar quarter, we will not lose our REIT qualification if:

• we satisfied the asset tests at the end of the preceding calendar quarter; and

• the discrepancy between the value of our assets and the asset test requirements arose fromchanges in the market values of our assets and was not wholly or partly caused by theacquisition of one or more non-qualifying assets.

If we did not satisfy the condition described in the second item, above, we still could avoiddisqualification by eliminating any discrepancy within 30 days after the close of the calendar quarter inwhich it arose.

In the event that we violate the 5% asset test, the 10% vote test or the 10% value test describedabove, we will not lose our REIT qualification if (i) the failure is de minimis (up to the lesser of 1% ofour assets or $10 million) and (ii) we dispose of assets causing the failure or otherwise comply with theasset tests within six months after the last day of the quarter in which we identify such failure. In theevent of a failure of any of the asset tests (other than de minimis failures described in the precedingsentence), as long as the failure was due to reasonable cause and not to willful neglect, we will not loseour REIT qualification if we (i) dispose of assets causing the failure or otherwise comply with the assettests within six months after the last day of the quarter in which we identify the failure, (ii) file adescription of each asset causing the failure with the IRS, and (iii) pay a tax equal to the greater of$50,000 or the highest corporate tax rate multiplied by the net income from the assets causing thefailure during the period in which we failed to satisfy the asset tests. However, there is no assurancethat the IRS would not challenge our ability to satisfy these relief provisions.

Distribution Requirements

Each taxable year, in order to qualify as a REIT, we must make distributions, other than capitalgain dividends and deemed distributions of retained capital gain, to our stockholders in an aggregateamount at least equal to:

• the sum of

• 90% of our ‘‘REIT taxable income,’’ computed without regard to the dividends paiddeduction and our net capital gain or loss, and

• 90% of our after-tax net income, if any, from foreclosure property, minus

• the excess of the sum of certain items of non-cash income over 5% of our ‘‘REIT taxableincome.’’

We must pay such distributions in the taxable year to which they relate, or in the following taxableyear if either (i) we declare the distribution before we timely file our federal income tax return for theyear and pay the distribution on or before the first regular distribution payment date after suchdeclaration, or (ii) we declare the distribution in October, November or December of the taxable year,

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payable to stockholders of record on a specified day in any such month, and we actually pay thedistribution before the end of January of the following year. The distributions under clause (i) aretaxable to the stockholders in the year in which paid, and the distributions in clause (ii) are treated aspaid on December 31st of the prior taxable year. In both instances, these distributions relate to ourprior taxable year for purposes of the 90% distribution requirement.

We will pay federal income tax on taxable income, including net capital gain, that we do notdistribute to stockholders. Furthermore, if we fail to distribute during a calendar year, or by the end ofJanuary following the calendar year in the case of distributions with declaration and record dates fallingin the last three months of the calendar year, at least the sum of:

• 85% of our REIT ordinary income for such year,

• 95% of our REIT capital gain income for such year, and

• any undistributed taxable income from prior periods,

in such case we would then incur a 4% nondeductible excise tax on the excess of such requireddistribution over the amounts we actually distribute.

We may elect to retain and pay income tax on the net long-term capital gain that we receive in ataxable year. If we so elect, we will be treated as having distributed any such retained amount forpurposes of the 4% nondeductible excise tax described above. We intend to make timely distributionssufficient to satisfy the annual distribution requirements, and, in general, to avoid corporate income taxas well as the 4% nondeductible excise tax.

It is possible that we may not have sufficient cash to meet the distribution requirements discussedabove. This could result because of competing demands for funds, or because of timing differencesbetween the actual receipt of income and actual payment of deductible expenses and the inclusion ofthat income and deduction of such expenses in determining our REIT taxable income. For example, wemay not deduct recognized capital losses from our ‘‘REIT taxable income.’’ Further, it is possible that,from time to time, we may be allocated a share of net capital gain attributable to the sale ofdepreciated property that exceeds our allocable share of cash attributable to that sale. As a result ofthe foregoing, we may have less cash than is necessary to distribute taxable income sufficient to avoidcorporate income tax and the excise tax imposed on certain undistributed income or even to meet the90% distribution requirement. In such a situation, we may need to borrow funds, raise funds throughthe issuance of additional shares of common stock or, if possible, pay taxable dividends in the form ofour common stock or in debt securities.

In computing our REIT taxable income, we will use the accrual method of accounting. We arerequired to file an annual federal income tax return, which, like other corporate returns, is subject toexamination by the IRS. Because the tax law requires us to make many judgments regarding the propertreatment of a transaction or an item of income or deduction, it is possible that the IRS will challengepositions we take in computing our REIT taxable income and our distributions. Issues could arise, forexample, with respect to the allocation of the purchase price of real properties between depreciable oramortizable assets and non-depreciable or non-amortizable assets such as land, and the currentdeductibility of fees paid to the Advisor or its affiliates. Were the IRS to successfully challenge ourcharacterization of a transaction or determination of our REIT taxable income, we could be found tohave failed to satisfy a requirement for qualification as a REIT.

Under certain circumstances, we may be able to correct a failure to meet the distributionrequirement for a year by paying ‘‘deficiency dividends’’ to our stockholders in a later year. We mayinclude such deficiency dividends in our deduction for distributions paid for the earlier year. Althoughwe may be able to avoid entity-level income tax on amounts distributed as deficiency dividends, we will

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be required to pay interest to the IRS based upon the amount of any deduction that we take fordeficiency dividends.

Prohibited Transactions

A REIT will incur a 100% tax on the net income (including foreign currency gain) derived fromany sale or other disposition of property, other than foreclosure property, that the REIT holdsprimarily for sale to customers in the ordinary course of a trade or business, which is known as a‘‘prohibited transaction.’’ We believe that none of our assets will be held primarily for sale to customersand that any sale of our assets will not be in the ordinary course of our business. Whether a REITholds an asset ‘‘primarily for sale to customers in the ordinary course of a trade or business’’ depends,however, on the facts and circumstances in effect from time to time, including those related to aparticular asset. A safe harbor, which prevents a sale of property which is a real estate asset by a REITfrom being treated as a prohibited transaction, applies if all of the following requirements are met:

• the REIT has held the property for not less than two years;

• the aggregate expenditures made by the REIT, or any partner of the REIT, during the two-yearperiod preceding the date of the sale that are includable in the basis of the property do notexceed 30% of the selling price of the property;

• either (i) during the year in question, the REIT did not make more than seven sales of property,other than of foreclosure property, or sales to which Section 1033 of the Code applies, (ii) theaggregate adjusted bases of all such properties sold by the REIT during the year did not exceed10% of the aggregate bases of all of the assets of the REIT at the beginning of the year, or(iii) the aggregate fair market value of all such properties sold by the REIT during the year didnot exceed 20% of the aggregate fair market value of all of the assets of the REIT at thebeginning of the year; provided that the average annual sales during the three year period thatincludes the year of the sale does not exceed 10%;

• in the case of property not acquired through foreclosure or lease termination, the REIT hasheld the property for at least two years for the production of rental income; and

• if the REIT has made more than seven sales of non-foreclosure property during the taxableyear, substantially all of the marketing and development expenditures with respect to theproperty were made through an independent contractor from whom the REIT derives noincome.

We will attempt to comply with the terms of the safe-harbor provisions in the federal income taxlaws prescribing when an asset sale will not be characterized as a prohibited transaction. We cannotassure you, however, that we can comply with the safe-harbor provisions or that we will be able toavoid owning property that may be characterized as property held ‘‘primarily for sale to customers inthe ordinary course of a trade or business.’’ The 100% tax will not apply to gains from the sale ofproperty that is held through a TRS or other taxable corporation, although such income will be taxedto the corporation at regular corporate income tax rates.

Sale-Leaseback Transactions

Some of our investments may be in the form of sale-leaseback transactions. We normally intend totreat these transactions as true leases for federal income tax purposes. However, depending on theterms of any specific transaction, the IRS might take the position that the transaction is not a truelease but is more properly treated in some other manner. If such recharacterization were successful, wewould not be entitled to claim the depreciation deductions available to an owner of the property. Inaddition, the recharacterization of one or more of these transactions might cause us to fail to satisfythe asset tests or the income tests as described above, based upon the asset we would be treated as

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holding or the income we would be treated as having earned, and such failure could result in ourfailing to qualify as a REIT. Alternatively, the amount or timing of income inclusion or the loss ofdepreciation deductions resulting from the recharacterization might cause us to fail to meet thedistribution requirement described above for one or more taxable years, absent the availability of thedeficiency dividend procedure, or might result in a larger portion of our distributions being treated asordinary income to our stockholders.

Recordkeeping Requirements

We must maintain certain records in order to qualify as a REIT. In addition, to avoid a monetarypenalty, we must request, on an annual basis, information from our stockholders designed to disclosethe actual ownership of our outstanding stock. We intend to comply with these requirements.

Failure to Qualify

If we fail to satisfy one or more requirements for REIT qualification, other than the gross incometests and the asset tests, we could avoid disqualification if our failure is due to reasonable cause andnot willful neglect, and we pay a penalty of $50,000 for each such failure. In addition, there are reliefprovisions for failures of the gross income tests and asset tests, as described in ‘‘—Gross Income Tests’’and ‘‘—Asset Tests.’’

If we fail to qualify as a REIT in any taxable year, and no relief provision applies, we would besubject to federal income tax, and any applicable alternative minimum tax, on our taxable income atregular corporate rates. In calculating our taxable income in a year in which we fail to qualify as aREIT, we would not be able to deduct amounts paid out to stockholders. In such a case, we would notbe required to distribute any amounts to stockholders in that year. In such event, to the extent of ourcurrent and accumulated earnings and profits, distributions to stockholders generally would be taxableas dividend income which is ‘‘qualified dividend income’’ and which is taxed at favorable capital gainrates. Subject to certain limitations of the federal income tax laws, corporate stockholders may beeligible for the dividends received deduction, and stockholders taxed at individual rates may be eligiblefor the reduced federal income tax rate that applies to dividends received from taxable C corporations.Unless we qualified for relief under specific statutory provisions, we also would be disqualified fromtaxation as a REIT for the four taxable years following the year during which we ceased to qualify as aREIT. We cannot predict whether, in all circumstances, we would qualify for such statutory relief.

Tax Aspects of Our Investments in Our Operating Partnership

The following discussion summarizes certain federal income tax considerations applicable to ourdirect or indirect investments in our Operating Partnership. The discussion does not cover state or localtax laws, or any federal tax laws other than income tax laws.

Classification as a Partnership

We will include in our income our distributive share of the Operating Partnership’s income andwill deduct our distributive share of the Operating Partnership’s losses provided that the OperatingPartnership is classified for federal income tax purposes as a partnership rather than as a corporationor an association taxable as a corporation. An unincorporated entity with at least two owners ormembers will be classified as a partnership, rather than as a corporation, for federal income taxpurposes if it:

• is treated as a partnership under the Treasury Regulations relating to entity classification, or the‘‘check-the-box regulations’’; and

• is not a ‘‘publicly-traded partnership.’’

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Under the check-the-box regulations, an unincorporated entity with at least two owners ormembers may elect to be classified either as an association taxable as a corporation or as a partnership.If such an entity fails to make an election, it generally will be treated as a partnership (or an entity thatis disregarded for federal income tax purposes if the entity is treated as having only one owner ormember) for federal income tax purposes. Our Operating Partnership intends to be classified as apartnership for federal income tax purposes and will not elect to be treated as an association taxable asa corporation under the check-the-box regulations.

A publicly-traded partnership is a partnership whose interests are traded on an establishedsecurities market or are readily tradable on a secondary market or the substantial equivalent thereof. Apublicly-traded partnership will not, however, be treated as a corporation for any taxable year if, foreach taxable year in which it was classified as a publicly-traded partnership, 90% or more of thepartnership’s gross income consists of certain specified types of passive income, including real propertyrents, gains from the sale or other disposition of real property, interest, and dividends. This exception isreferred to as the ‘‘90% passive income exception’’. Treasury Regulations, or the ‘‘PTP regulations,’’provide limited safe harbors from the definition of a publicly-traded partnership. Pursuant to one ofthose safe harbors, or the ‘‘private placement exclusion,’’ interests in a partnership will not be treatedas readily tradable on a secondary market or the substantial equivalent thereof if (i) all interests in thepartnership were issued in a transaction or transactions that were not required to be registered underthe Securities Act, and (ii) the partnership does not have more than 100 partners at any time duringthe partnership’s taxable year. In determining the number of partners in a partnership, a person owningan interest in a partnership, grantor trust, or S corporation that owns an interest in the partnership istreated as a partner in such partnership if (i) substantially all of the value of the owner’s interest in theentity is attributable to the entity’s direct or indirect interest in the partnership and (ii) a principalpurpose of the use of the entity is to permit the partnership to satisfy the 100-partner limitation. Weand the Operating Partnership believe that the Operating Partnership should not be classified as apublicly traded partnership because (i) OP Units are not traded on an established securities market,and (ii) OP Units should not be considered readily tradable on a secondary market or the substantialequivalent thereof. In addition, we believe that the Operating Partnership presently qualifies for thePrivate Placement Exclusion. Even if the Operating Partnership were considered a publicly tradedpartnership under the PTP Regulations, the Operating Partnership should not be treated as acorporation for federal income tax purposes as long as 90% or more of its gross income consists of‘‘qualifying income’’ under section 7704(d) of the Code. In general, qualifying income includes interest,dividends, real property rents (as defined by section 856 of the Code) and gain from the sale ordisposition of real property.

We have not requested, and do not intend to request, a ruling from the IRS that our OperatingPartnership will be classified as a partnership for federal income tax purposes. If for any reason ourOperating Partnership were taxable as a corporation, rather than as a partnership, for federal incometax purposes, we likely would not be able to qualify as a REIT unless we qualified for certain reliefprovisions. See ‘‘—Gross Income Tests’’ and ‘‘—Asset Tests.’’ In addition, any change in the OperatingPartnership’s status for tax purposes might be treated as a taxable event, in which case we might incurtax liability without any related cash distribution. See ‘‘—Distribution Requirements.’’ Further, items ofincome and deduction of the Operating Partnership would not pass through to its partners, and itspartners would be treated as stockholders for tax purposes. Consequently, the Operating Partnershipwould be required to pay income tax at corporate rates on its net income, and distributions to itspartners would constitute dividends that would not be deductible in computing the OperatingPartnership’s taxable income.

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Income Taxation of the Operating Partnership and its Partners

Partners, Not the Operating Partnership, Subject to Tax. A partnership is not a taxable entity forfederal income tax purposes. Rather, we are required to take into account our allocable share of theOperating Partnership’s income, gains, losses, deductions, and credits for any taxable year of theOperating Partnership ending within or with our taxable year, without regard to whether we havereceived or will receive any distribution from the Operating Partnership.

Operating Partnership Allocations. Although a partnership agreement generally will determine theallocation of income and losses among partners, such allocations will be disregarded for tax purposes ifthey do not comply with the provisions of the federal income tax laws governing partnershipallocations. If an allocation is not recognized for federal income tax purposes, the item subject to theallocation will be reallocated in accordance with the partners’ interests in the partnership, which will bedetermined by taking into account all of the facts and circumstances relating to the economicarrangement of the partners with respect to such item. The Operating Partnership’s allocations oftaxable income, gain, and loss are intended to comply with the requirements of the federal income taxlaws governing partnership allocations.

Tax Allocations With Respect to the Operating Partnership’s Properties. Income, gain, loss, anddeduction attributable to appreciated or depreciated property that is contributed to a partnership inexchange for an interest in the partnership must be allocated in a manner such that the contributingpartner is charged with, or benefits from, respectively, the unrealized gain or unrealized loss associatedwith the property at the time of the contribution. When cash is contributed to a partnership inexchange for a partnership interest, such as our contribution of cash to our operating partnership foroperating units, similar rules apply to ensure that the existing partners in the partnership are chargedwith, or benefit from, respectively, the unrealized gain or unrealized loss associated with thepartnership’s existing properties at the time of the cash contribution. In the case of a contribution ofproperty, the amount of the unrealized gain or unrealized loss (‘‘built-in gain’’ or ‘‘built-in loss’’) isgenerally equal to the difference between the fair market value of the contributed property at the timeof contribution and the adjusted tax basis of such property at the time of contribution (a ‘‘book-taxdifference’’). In the case of a contribution of cash, a book-tax difference may be created because thefair market value of the properties of the partnership on the date of the cash contribution may behigher or lower than the partnership’s adjusted tax basis in those properties. Any property purchasedfor cash initially will have an adjusted tax basis equal to its fair market value, resulting in no book-taxdifference.

Pursuant to section 704(c) of the Code, income, gain, loss, and deduction attributable toappreciated or depreciated property that is contributed to a partnership in exchange for an interest inthe partnership must be allocated for federal income tax purposes in a manner such that thecontributor is charged with, or benefits from, the unrealized gain or unrealized loss associated with theproperty at the time of the contribution. The amount of unrealized gain or unrealized loss is generallyequal to the difference between the fair market value of the contributed property at the time ofcontribution and the adjusted tax basis of such property at the time of contribution. Under applicableTreasury Regulations, partnerships are required to use a ‘‘reasonable method’’ for allocating itemssubject to section 704(c) of the Code, and several reasonable allocation methods are described therein.

Under the Operating Partnership Agreement, subject to exceptions applicable to the special limitedpartnership interests, depreciation or amortization deductions of the Operating Partnership generallywill be allocated among the partners in accordance with their respective interests in the OperatingPartnership, except to the extent that the Operating Partnership is required under section 704(c) to usea different method for allocating depreciation deductions attributable to its properties. In addition, gainor loss on the sale of a property that has been contributed to the Operating Partnership will bespecially allocated to the contributing partner to the extent of any built-in gain or loss with respect to

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the property for federal income tax purposes. It is possible that we may (i) be allocated lower amountsof depreciation deductions for tax purposes with respect to contributed properties than would beallocated to us if each such property were to have a tax basis equal to its fair market value at the timeof contribution, and (ii) be allocated taxable gain in the event of a sale of such contributed propertiesin excess of the economic profit allocated to us as a result of such sale. These allocations may cause usto recognize taxable income in excess of cash proceeds received by us, which might adversely affect ourability to comply with the REIT distribution requirements, although we do not anticipate that thisevent will occur. The foregoing principles also will affect the calculation of our earnings and profits forpurposes of determining the portion of our distributions that are taxable as a dividend. The allocationsdescribed in this paragraph may result in a higher portion of our distributions being taxed as a dividendthan would have occurred had we purchased such properties for cash.

Basis in Operating Partnership Interest. The adjusted tax basis of our partnership interest in theOperating Partnership generally will be equal to (i) the amount of cash and the basis of any otherproperty contributed to the Operating Partnership by us, (ii) increased by (a) our allocable share of theOperating Partnership’s income and (b) our allocable share of indebtedness of the OperatingPartnership, and (iii) reduced, but not below zero, by (a) our allocable share of the OperatingPartnership’s loss and (b) the amount of cash distributed to us, including constructive cash distributionsresulting from a reduction in our share of indebtedness of the Operating Partnership. If the allocationof our distributive share of the Operating Partnership’s loss would reduce the adjusted tax basis of ourpartnership interest in the Operating Partnership below zero, the recognition of the loss will bedeferred until such time as the recognition of the loss would not reduce our adjusted tax basis belowzero. If a distribution from the Operating Partnership or a reduction in our share of the OperatingPartnership’s liabilities would reduce our adjusted tax basis below zero, that distribution, including aconstructive distribution, will constitute taxable income to us. The gain realized by us upon the receiptof any such distribution or constructive distribution would normally be characterized as capital gain,and if our partnership interest in the Operating Partnership has been held for longer than thelong-term capital gain holding period (currently one year), the distribution would constitute long-termcapital gain.

Sale of the Operating Partnership’s Property

Generally, any gain realized by the Operating Partnership on the sale of property held by theOperating Partnership for more than one year will be long-term capital gain, except for any portion ofsuch gain that is treated as depreciation or cost recovery recapture. Under Section 704(c) of the Code,any gain or loss recognized by the Operating Partnership on the disposition of contributed propertieswill be allocated first to the partners of the Operating Partnership who contributed such properties tothe extent of their built-in gain or loss on those properties for federal income tax purposes. Thepartners’ built-in gain or loss on such contributed properties will equal the difference between thepartners’ proportionate share of the book value of those properties and the partners’ tax basis allocableto those properties at the time of the contribution as reduced for any decrease in the ‘‘book-taxdifference.’’ See ‘‘—Tax Allocations With Respect to the Operating Partnership’s Properties.’’ Anyremaining gain or loss recognized by the Operating Partnership on the disposition of the contributedproperties, and any gain or loss recognized by the Partnership on the disposition of the otherproperties, will be allocated among the partners in accordance with their respective percentage interestsin the Operating Partnership.

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Taxation of Holders of Our Common Stock

Taxation of Taxable U.S. Stockholders

As used herein, the term ‘‘U.S. stockholder’’ means a holder of our common stock that for U.S.federal income tax purposes is:

• a citizen or resident of the U.S.;

• a corporation (including an entity treated as a corporation for federal income tax purposes)created or organized in or under the laws of the U.S., any of its states or the District ofColumbia;

• an estate whose income is subject to federal income taxation regardless of its source; or

• any trust if (i) a U.S. court is able to exercise primary supervision over the administration ofsuch trust and one or more U.S. persons have the authority to control all substantial decisions ofthe trust or (ii) it has a valid election in place to be treated as a U.S. person.

If a partnership, entity or arrangement that is treated as a partnership for federal income taxpurposes holds our common stock, the federal income tax treatment of a partner in the partnership willgenerally depend on the status of the partner and the activities of the partnership. If you are a partnerin a partnership holding our common stock, you should consult your tax advisor regarding theconsequences of the ownership and disposition of our common stock by the partnership.

For any taxable year for which we qualify for taxation as a REIT, amounts distributed to, and gainsrealized by, taxable U.S. stockholders with respect to our common stock generally will be taxed asdescribed below. For a summary of the federal income tax treatment of distributions reinvested inadditional shares of common stock pursuant to our distribution reinvestment plan, see ‘‘Description ofCapital Stock—Distribution Reinvestment Plan.’’ For a summary of the U.S. federal income taxtreatment of shares of common stock redeemed by us under our share redemption program, see‘‘Description of Capital Stock—Share Redemption Program.’’

Distributions on Our Common Stock. As long as we qualify as a REIT, a taxable U.S. stockholdermust generally take into account, as ordinary income, distributions made out of our current oraccumulated earnings and profits that we do not designate as capital gain dividends or retainedlong-term capital gain. A U.S. stockholder will not qualify for the dividends received deduction which isgenerally available to stockholders that are corporations. In addition, dividends paid to a U.S.stockholder generally will not qualify for the reduced tax rate for ‘‘qualified dividend income.’’ Themaximum tax rate for qualified dividend income received by U.S. stockholders taxed at individual ratesis currently 20% plus a 3.8% ‘‘Medicare tax’’ surcharge. The maximum tax rate on qualified dividendincome is lower than the maximum marginal tax rate on ordinary income for stockholders taxed atindividual rates, which is currently 37% plus a 3.8% ‘‘Medicare tax’’ surcharge, provided however, thatall such distributions (other than distributions designated as capital gain distributions and distributionstraceable to distributions from a taxable REIT subsidiary), which are received by a pass-through entityor an individual, are eligible for a 20% deduction in the from gross income under other new tax lawseffective January 1, 2018. This eligibility for a 20% deduction will expire as of 2025 Qualified dividendincome generally includes dividends paid by domestic C corporations and certain qualified foreigncorporations to U.S. stockholders that are taxed at individual rates. Because we are not generallysubject to federal income tax on the portion of our REIT taxable income distributed to ourstockholders (see ‘‘Taxation of Our Company’’ above), our dividends generally will not be eligible forthe reduced rate on qualified dividend income. As a result, our ordinary REIT dividends will be taxedat the higher tax rate applicable to ordinary income. However, the reduced tax rate for qualifieddividend income will apply to our ordinary REIT dividends (i) that are attributable to dividendsreceived by us from non REIT corporations, such as TRSs, and (ii) to the extent attributable to income

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upon which we have paid corporate income tax (e.g., to the extent that we distribute less than 100% ofour taxable income).

A U.S. stockholder generally will take into account as long-term capital gain any distributions thatwe designate as capital gain dividends without regard to the period for which the U.S. stockholder hasheld our common stock. See ‘‘—Capital Gains and Losses.’’ A corporate U.S. stockholder, however,may be required to treat up to 20% of certain capital gain dividends as ordinary income.

We may elect to retain and pay income tax on the net long-term capital gain that we receive in ataxable year. In that case, to the extent that we designate such amount in a timely notice to suchstockholder, a U.S. stockholder would be taxed on its proportionate share of our undistributedlong-term capital gain. The U.S. stockholder would also receive a credit for its proportionate share ofthe tax we paid. The U.S. stockholder would increase the basis in its stock by the amount of itsproportionate share of our undistributed long-term capital gain, minus its share of the tax we paid.

A U.S. stockholder will not incur tax on a distribution in excess of our current and accumulatedearnings and profits if the distribution does not exceed the adjusted tax basis of the U.S. stockholder’scommon stock. Instead, the distribution will reduce the adjusted tax basis of such stock. A U.S.stockholder will be required to treat a distribution that exceeds both our current and accumulatedearnings and profits, and the U.S. stockholder’s adjusted tax basis in his or her stock, as long-termcapital gain, or short-term capital gain if the shares of stock have been held for one year or less,provided that the shares of stock are a capital asset in the hands of the U.S. stockholder. In addition, ifwe declare a distribution in October, November, or December of any year that is payable to astockholder of record on a specified date in any such month, such distribution shall be treated as bothpaid by us and received by the stockholder on December 31 of such year, provided that we actually paythe distribution during January of the following calendar year.

We will be treated as having sufficient earnings and profits to treat as a dividend any distributionby us, up to the amount required to be distributed in order to avoid imposition of the 4% excise taxdiscussed above. Moreover, any ‘‘deficiency distribution’’ will be treated as an ordinary or capital gaindistribution, as the case may be, regardless of our earnings and profits. As a result, stockholders maybe required to treat as taxable some distributions that would otherwise result in a tax-free return ofcapital.

U.S. stockholders may not include in their individual income tax returns any of our net operatinglosses or capital losses. Instead, these losses are generally carried over by us for potential offset againstour future income. Taxable distributions from us and gain from the disposition of our common stockwill not be treated as passive activity income and, therefore, U.S. stockholders generally will not beable to apply any ‘‘passive activity losses,’’ such as losses from certain types of limited partnerships inwhich the U.S. stockholder is a limited partner, against such income. In addition, taxable distributionsfrom us and gain from the disposition of our common stock generally will be treated as investmentincome for purposes of the investment interest limitations. We will notify U.S. stockholders after theclose of our taxable year as to the portions of the distributions attributable to that year that constituteordinary income, return of capital and capital gain.

Dispositions of Common Stock. A U.S. stockholder who is not a dealer in securities must generallytreat any gain or loss realized upon a taxable disposition of our common stock as long-term capital gainor loss if the U.S. stockholder has held our common stock for more than one year, and otherwise asshort-term capital gain or loss. In general, a U.S. stockholder will realize gain or loss in an amountequal to the difference between the sum of the fair market value of any property and the amount ofcash received in such disposition, and the U.S. stockholder’s adjusted tax basis. A stockholder’sadjusted tax basis generally will equal the U.S. stockholder’s acquisition cost, increased by the excess ofnet capital gains deemed distributed to the U.S. stockholder (discussed above) less tax deemed paid onsuch gains, and reduced by any distributions that are treated as returns of capital. However, a U.S.

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stockholder must treat any loss upon a sale or exchange of common stock held by such stockholder forsix months or less as a long-term capital loss to the extent of capital gain dividends and any otheractual or deemed distributions from us that such U.S. stockholder treats as long-term capital gain. Allor a portion of any loss that a U.S. stockholder realizes upon a taxable disposition of shares of ourcommon stock may be disallowed if the U.S. stockholder purchases other shares of our common stockwithin 30 days before or after the disposition.

If an investor recognizes a loss upon a subsequent disposition of our stock or other securities in anamount that exceeds a prescribed threshold, it is possible that the provisions of Treasury regulationsinvolving ‘‘reportable transactions’’ could apply, with a resulting requirement to separately disclose theloss-generating transaction to the IRS. These regulations, though directed towards ‘‘tax shelters,’’ arebroadly written and apply to transactions that would not typically be considered tax shelters. The Codeimposes significant penalties for failure to comply with these requirements. You should consult your taxadvisor concerning any possible disclosure obligation with respect to the receipt or disposition of ourstock or securities, or transactions that we might undertake directly or indirectly. Moreover, we andother participants in the transactions in which we are involved (including their advisors) might besubject to disclosure or other requirements pursuant to these regulations.

Redemptions. A redemption of our common stock will be treated under Section 302 of the Codeas a distribution that is taxable as dividend income (to the extent of our current or accumulatedearnings and profits), unless the redemption satisfies certain tests set forth in Section 302(b) of theCode enabling the redemption to be treated as sale of our common stock (in which case theredemption will be treated in the same manner as a sale described above in ‘‘—Dispositions ofCommon Stock’’). The redemption will satisfy such tests if it (i) is ‘‘substantially disproportionate’’ withrespect to the holder’s interest in our stock, (ii) results in a ‘‘complete termination’’ of the holder’sinterest in all our classes of stock, or (iii) is ‘‘not essentially equivalent to a dividend’’ with respect tothe holder, all within the meaning of Section 302(b) of the Code. In determining whether any of thesetests have been met, stock considered to be owned by the holder by reason of certain constructiveownership rules set forth in the Code, as well as stock actually owned, generally must be taken intoaccount. Because the determination as to whether any of the three alternative tests of Section 302(b) ofthe Code described above will be satisfied with respect to any particular holder of our common stockdepends upon the facts and circumstances at the time that the determination must be made,prospective investors are advised to consult their tax advisors to determine such tax treatment.

If a redemption of our common stock does not meet any of the three tests described above, theredemption proceeds will be treated as a distribution, as described above under ‘‘—Distributions onOur Common Stock.’’ Stockholders should consult with their tax advisors regarding the taxation of anyparticular redemption of our shares.

Capital Gains and Losses. A taxpayer generally must hold a capital asset for more than one yearin order for gain or loss derived from its sale or exchange to be treated as long-term capital gain orloss. The maximum tax rate on long-term capital gain applicable to U.S. stockholders taxed atindividual rates is 20%, and 21% in the case of U.S. stockholders that are corporations. The maximumtax rate on long-term capital gain from the sale or exchange of ‘‘Section 1250 property,’’ or depreciablereal property, is 25%, which applies to the lesser of the total amount of the gain or the accumulateddepreciation on the Section 1250 property.

With respect to distributions that we designate as capital gain dividends, and any retained capitalgain that we are deemed to distribute, we generally will designate whether such a distribution is taxableto U.S. stockholders who are taxed at individual rates, at the 20% rate or the 25% rate. Thus, the taxrate differential between capital gain and ordinary income for those taxpayers may be significant. Inaddition, the characterization of income as capital gain or ordinary income may affect the deductibilityof capital losses. A non-corporate taxpayer may deduct capital losses not offset by capital gains against

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its ordinary income only up to a maximum annual amount of $3,000. A non-corporate taxpayer maycarry forward unused capital losses indefinitely. A corporate taxpayer must pay tax on its net capitalgain at ordinary corporate rates. A corporate taxpayer may deduct capital losses only to the extent ofcapital gains, with unused losses being carried back three years and forward five years.

Medicare Tax. Certain U.S. stockholders who are individuals, estates or trusts and whose incomeexceeds certain thresholds will be required to pay a 3.8% Medicare tax on dividends, interest andcertain other investment income, including capital gains from the sale or other disposition of ourcommon stock.

Taxation of Tax-Exempt Stockholders

Tax-exempt entities, including qualified employee pension and profit sharing trusts, and individualretirement accounts, generally are exempt from federal income taxation. However, they are subject totaxation on their unrelated business taxable income, or UBTI. Although many investments in realestate generate UBTI, the IRS has issued a ruling that dividend distributions from a REIT to anexempt employee pension trust do not constitute UBTI so long as the exempt employee pension trustdoes not otherwise use the shares of the REIT in an unrelated trade or business of the pension trust.Based on that ruling, amounts that we distribute to tax-exempt stockholders generally should notconstitute UBTI.

However, if a tax-exempt stockholder were to finance (or be deemed to finance) its acquisition ofcommon stock with debt, a portion of the income that it receives from us would constitute UBTIpursuant to the ‘‘debt-financed property’’ rules. Moreover, social clubs, voluntary employee benefitassociations, supplemental unemployment benefit trusts and qualified group legal services plans that areexempt from taxation under special provisions of the federal income tax laws are subject to differentUBTI rules, which generally will require them to characterize distributions that they receive from us asUBTI. Finally, in certain circumstances, a qualified employee pension or profit sharing trust that ownsmore than 10% of our capital stock must treat a percentage of the distributions that it receives from usas UBTI. Such percentage is equal to the gross income we derive from an unrelated trade or business,determined as if we were a pension trust, divided by our total gross income for the year in which wepay the distributions. That rule potentially applies to a pension trust holding more than 10% of ourcapital stock, but only if:

• the percentage of our distributions that the tax-exempt trust must treat as UBTI is at least 5%;

• we qualify as a REIT only by reason of the modification of the rule requiring that no more than50% of our capital stock be owned by five or fewer individuals, which allows the beneficiaries ofthe pension trust to be treated as holding our capital stock in proportion to their actuarialinterests in the pension trust rather than treating the pension trust as a single individual; and

• either:

• one pension trust owns more than 25% of the value of our capital stock; or

• a group of pension trusts individually holding more than 10% of the value of our capitalstock collectively owns more than 50% of the value of our capital stock.

Taxation of Non-U.S. Stockholders

The term ‘‘non-U.S. stockholder’’ means a holder of our common stock that is not a U.S.stockholder, a partnership (or entity treated as a partnership for federal income tax purposes) or atax-exempt stockholder. The rules governing federal income taxation of nonresident alien individuals,foreign corporations, foreign partnerships, and other foreign stockholders are complex. This section isonly a summary of such rules. We urge non-U.S. stockholders to consult their tax advisors to determine

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the impact of federal, state, local and foreign income and other tax laws on the purchase, ownershipand sale of our common stock, including any reporting requirements.

Distributions. A non-U.S. stockholder that receives a distribution that is not attributable to gainfrom our sale or exchange of a ‘‘U.S. real property interest,’’ or USRPI, as defined below, and that wedo not designate as a capital gain dividend or retained capital gain, will recognize ordinary income tothe extent that we pay such distribution out of our current or accumulated earnings and profits. Awithholding tax equal to 30% of the gross amount of the distribution ordinarily will apply to suchdistribution unless an applicable tax treaty reduces or eliminates the tax. However, if a distribution istreated as effectively connected with the non-U.S. stockholder’s conduct of a U.S. trade or business, thenon-U.S. stockholder generally will be subject to federal income tax on the distribution at graduatedrates, in the same manner as U.S. stockholders are taxed with respect to such distribution, and anon-U.S. stockholder that is a corporation also may be subject to the 30% branch profits tax withrespect to that distribution. We plan to withhold U.S. income tax at the rate of 30% on the grossamount of any such distribution paid to a non-U.S. stockholder unless:

• a lower treaty rate applies and the non-U.S. stockholder files an IRS Form W-8BEN evidencingeligibility for that reduced rate with us;

• the non-U.S. stockholder files an IRS Form W-8ECI with us claiming that the distribution iseffectively connected income; or

• the distribution is treated as attributable to a sale of a USRPI under FIRPTA (as discussedbelow).

A non-U.S. stockholder will not incur tax on a distribution in excess of our current andaccumulated earnings and profits if the excess portion of such distribution does not exceed the adjustedtax basis of its common stock. Instead, the excess portion of such distribution will reduce the adjustedtax basis of such stock. A non-U.S. stockholder will be subject to tax on a distribution that exceedsboth our current and accumulated earnings and profits and the adjusted tax basis of its common stock,if the non-U.S. stockholder otherwise would be subject to tax on gain from the sale or disposition of itscommon stock, as described below. We generally are required to withhold 15% of any distribution thatexceeds our current and accumulated earnings and profits. Consequently, although we intend towithhold at a rate of 30% on the entire amount of any distribution, to the extent that we do not do so,we will withhold at a rate of 15% on any portion of a distribution not subject to withholding at a rateof 30%. However, because we generally cannot determine at the time we make a distribution whetherthe distribution will exceed our current and accumulated earnings and profits, we normally willwithhold tax on the entire amount of any distribution at the same rate as we would withhold on adividend. A non-U.S. stockholder may claim a refund of amounts that we withhold if we laterdetermine that a distribution in fact exceeded our current and accumulated earnings and profits.

For any year in which we qualify as a REIT, a non-U.S. stockholder (other than a ‘‘qualifiedforeign pension plan’’) may incur tax on distributions that are attributable to gain from our sale orexchange of a USRPI under FIRPTA. A USRPI includes certain interests in real property, and stock incorporations at least 50% of the assets of which consist of interests in real property. Under FIRPTA, anon-U.S. stockholder (other than a ‘‘qualified foreign pension plan’’) is taxed on distributionsattributable to gain from sales of USRPIs as if such gain were effectively connected with a U.S.business of the non-U.S. stockholder. A non-U.S. stockholder (other than a ‘‘qualified foreign pensionplan’’) thus would be taxed on such a distribution at the normal capital gains rates applicable to U.S.stockholders, subject to applicable alternative minimum tax and a special alternative minimum tax inthe case of a nonresident alien individual. A non-U.S. corporate stockholder not entitled to treaty reliefor exemption also may be subject to the 30% branch profits tax on such a distribution.

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Capital gain distributions that are attributable to our sale of real property located in the U.S.would be subject to tax under FIRPTA, as described in the preceding paragraph. In such case, we mustwithhold 21% of any distribution that we could designate as a capital gain dividend. A non-U.S.stockholder may receive a credit against its tax liability for the amount we withhold.

Moreover, if a non-U.S. stockholder (other than a ‘‘qualified foreign pension plan’’) disposes ofour common stock during the 30-day period preceding a distribution payment, and such non-U.S.stockholder (or a person related to such non-U.S. stockholder) acquires or enters into a contract oroption to acquire our common stock within 61 days of the first day of the 30-day period describedabove, and any portion of such distribution payment would, but for the disposition, be treated as aUSRPI capital gain to such non-U.S. stockholder, then such non-U.S. stockholder will be treated ashaving USRPI capital gain in an amount that, but for the disposition, would have been treated asUSRPI capital gain. The taxation of capital gain distributions received by certain non-U.S. stockholdersmay, under certain circumstances, differ materially from that described above in the event that sharesof our common stock are ever regularly traded on an established securities market in the U.S.

Dispositions. Non-U.S. stockholders (other than a ‘‘qualified foreign pension plan’’) could incurtax under FIRPTA with respect to gain realized upon a disposition of our common stock if we are aU.S. real property holding corporation during a specified testing period. If at least 50% of a REIT’sassets are USRPIs, then the REIT will be a U.S. real property holding corporation. We anticipate thatwe will be a U.S. real property holding corporation based on our investment strategy. However, if weare a U.S. real property holding corporation, a non-U.S. stockholder generally would not incur taxunder FIRPTA on gain from the sale of our common stock if we are a ‘‘domestically controlledqualified investment entity.’’ A domestically controlled qualified investment entity includes a REIT inwhich, at all times during a specified testing period, less than 50% in value of its shares are helddirectly or indirectly by non-U.S. stockholders. We cannot assure you that this test will be met.Additional FIRPTA provisions may, under certain circumstances, apply to certain non-U.S. stockholdersin the event that shares of our common stock are ever regularly traded on an established securitiesmarket in the U.S., which may have a material impact on such non-U.S. stockholders.

If the gain on the sale of our common stock were taxed under FIRPTA, a non-U.S. stockholder(other than a ‘‘qualified foreign pension plan’’) would be taxed on that gain in the same manner asU.S. stockholders, subject to applicable alternative minimum tax and a special alternative minimum taxin the case of nonresident alien individuals. Furthermore, a non-U.S. stockholder generally will incurtax on gain not subject to FIRPTA if:

• the gain is effectively connected with the non-U.S. stockholder’s U.S. trade or business, in whichcase the non-U.S. stockholder will be subject to the same treatment as U.S. stockholders withrespect to such gain; or

• the non-U.S. stockholder is a nonresident alien individual who was present in the U.S. for183 days or more during the taxable year and has a ‘‘tax home’’ in the U.S., in which case thenon-U.S. stockholder will incur a 30% tax on his or her capital gains.

Redemptions. A redemption of our common stock by a non-U.S. stockholder whose incomederived from the investment in shares of our common stock is not effectively connected with theconduct of a trade or business in the U.S. will be treated under Section 302 of the Code as adistribution that is taxable as dividend income (to the extent of our current or accumulated earningsand profits), unless the redemption satisfies certain tests set forth in Section 302(b) of the Codeenabling the redemption to be treated as sale of our common stock (in which case the redemption willbe treated in the same manner as a sale described above in ‘‘Dispositions’’). The redemption will satisfysuch tests if it (i) is ‘‘substantially disproportionate’’ with respect to the holder’s interest in our stock,(ii) results in a ‘‘complete termination’’ of the holder’s interest in all our classes of stock, or (iii) is ‘‘notessentially equivalent to a dividend’’ with respect to the holder, all within the meaning of

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Section 302(b) of the Code. In determining whether any of these tests have been met, stock consideredto be owned by the holder by reason of certain constructive ownership rules set forth in the Code, aswell as stock actually owned, generally must be taken into account. Because the determination as towhether any of the three alternative tests of Section 302(b) of the Code described above will besatisfied with respect to any particular holder of our common stock depends upon the facts andcircumstances at the time that the determination must be made, prospective investors are advised toconsult their tax advisors to determine such tax treatment.

If a redemption of our common stock does not meet any of the three tests described above, theredemption proceeds will be treated as a distribution, as described above under ‘‘—Distributions.’’Non-U.S. stockholders should consult with their tax advisors regarding the taxation of any particularredemption of our shares.

FATCA. The Foreign Account Tax Compliance Act, or ‘‘FATCA,’’ and guidance issued by the IRSregarding the implementation of FATCA, provides that a 30% withholding tax will be imposed ondistributions (for payments made after June 30, 2014) and the gross proceeds from a sale of shares (forpayments made after December 31, 2016) to a foreign entity if such entity fails to satisfy certain duediligence, disclosure and reporting rules. However, under recently proposed Treasury regulations thatmay be relied upon pending finalization, the withholding tax on gross proceeds would be eliminatedand, consequently, FATCA withholding on gross proceeds is not currently expected to apply.

In the event of noncompliance with the FATCA requirements, or if we otherwise determinewithholding is appropriate, we will withhold tax at a rate of 30% on distributions in respect of shares ofour common stock and gross proceeds from the sale of shares of our common stock held by or throughsuch foreign entities. Non-U.S. persons that are otherwise eligible for an exemption from, or areduction of, U.S. withholding tax with respect to such distributions and sale proceeds would berequired to seek a refund from the IRS to obtain the benefit of such exemption or reduction. We willnot pay any additional amounts in respect of any amounts withheld (under FATCA or otherwise).Additional requirements and conditions may be imposed pursuant to an intergovernmental agreement(if and when entered into) between the United States and the foreign entity’s home jurisdiction.Prospective investors are urged to consult with their tax advisors regarding the application of theserules to an investment in our stock.

Conversion of Common Stock

The conversion of Class T shares and/or Class W shares into Class I shares, as described in the‘‘Description of Capital Stock—Class T Shares’’ and ‘‘Description of Capital Stock—Class W Shares’’sections of the prospectus, will not be a taxable event to the converting stockholder or to us. The taxattributes of the Class I shares received upon such conversion will have the same tax attributes,including the tax basis and the holding period, as the Class T shares and/or Class W shares converted.

Information Reporting Requirements and Withholding

We will report to our stockholders and to the IRS the amount of distributions we pay during eachcalendar year, and the amount of tax we withhold, if any. Under the backup withholding rules, astockholder may be subject to backup withholding at a rate, currently of 24%, with respect todistributions unless the stockholder:

• is a corporation or qualifies for certain other exempt categories and, when required,demonstrates this fact; or

• provides a taxpayer identification number, certifies as to no loss of exemption from backupwithholding, and otherwise complies with the applicable requirements of the backup withholdingrules.

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A stockholder who does not provide us with its correct taxpayer identification number also may besubject to penalties imposed by the IRS. Any amount paid as backup withholding will be creditableagainst the stockholder’s income tax liability. In addition, we may be required to withhold a portion ofcapital gain distributions to any stockholders who fail to certify their non-foreign status to us.

Backup withholding will generally not apply to payments of distributions made by us or our payingagents, in their capacities as such, to a non-U.S. stockholder provided that the non-U.S. stockholderfurnishes to us or our paying agent the required certification as to its non-U.S. status, such as providinga valid IRS Form W-8BEN or W-8ECI, or certain other requirements are met. Notwithstanding theforegoing, backup withholding may apply if either we or our paying agent has actual knowledge, orreason to know, that the holder is a U.S. person that is not an exempt recipient. Payments of theproceeds from a disposition or a redemption effected outside the U.S. by a non-U.S. stockholder madeby or through a foreign office of a broker generally will not be subject to information reporting orbackup withholding. However, information reporting (but not backup withholding) generally will applyto such a payment if the broker has certain connections with the U.S. unless the broker hasdocumentary evidence in its records that the beneficial owner is a non-U.S. stockholder and specifiedconditions are met or an exemption is otherwise established. Payment of the proceeds from adisposition by a non-U.S. stockholder of common stock made by or through the U.S. office of a brokeris generally subject to information reporting and backup withholding unless the non-U.S. stockholdercertifies under penalties of perjury that it is not a U.S. person and satisfies certain other requirements,or otherwise establishes an exemption from information reporting and backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholdingrules may be refunded or credited against the stockholder’s federal income tax liability if certainrequired information is furnished to the IRS. Stockholders should consult their tax advisors regardingapplication of backup withholding to them and the availability of, and procedure for obtaining anexemption from, backup withholding.

Statements of Share Ownership

We are required to demand annual written statements from the record holders of designatedpercentages of our common stock disclosing the actual owners of the shares of common stock. Anyrecord stockholder who, upon our request, does not provide us with required information concerningactual ownership of the shares of common stock is required to include specified information relating tohis shares of common stock in his federal income tax return. We also must maintain, within theInternal Revenue District in which we are required to file our federal income tax return, permanentrecords showing the information we have received about the actual ownership of our common stockand a list of those persons failing or refusing to comply with our demand.

Other Tax Considerations

Cost Basis Reporting

There are federal income tax information reporting rules that may apply to certain transactions inour shares. Where they apply, the ‘‘cost basis’’ calculated for the shares involved will be reported to theIRS and to you. For ‘‘cost basis’’ reporting purposes, you may identify by lot the shares that youtransfer or that are redeemed, but if you do not timely notify us of your election, we will identify theshares that are transferred or redeemed on a ‘‘first in/first out’’ basis.

Information reporting (transfer statements) on other transactions may also be required under theserules. Transfer statements are issued between ‘‘brokers’’ and are not issued to the IRS or to you.

Stockholders should consult their tax advisors regarding the consequences of these rules.

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Tax Shelter Reporting

If a stockholder recognizes a loss with respect to the shares of (i) $2 million or more in a singletaxable year or $4 million or more in a combination of taxable years, for a holder that is an individual,S corporation, trust, or a partnership with at least one noncorporate partner, or (ii) $10 million ormore in a single taxable year or $20 million or more in a combination of taxable years, for a holderthat is either a corporation or a partnership with only corporate partners, the stockholder may berequired to file a disclosure statement with the IRS on Form 8886. Direct stockholders of portfoliosecurities are in many cases exempt from this reporting requirement, but stockholders of a REITcurrently are not excepted. The fact that a loss is reportable under these regulations does not affect thelegal determination of whether the taxpayer’s treatment of the loss is proper. Stockholders shouldconsult their tax advisors to determine the applicability of these regulations in light of their individualcircumstances.

State and Local Taxes

We and/or you may be subject to taxation by various states and localities, including those in whichwe or a stockholder transacts business, owns property or resides. The state and local tax treatment maydiffer from the federal income tax treatment described above. Consequently, you should consult yourtax advisors regarding the effect of state and local tax laws upon an investment in our common stock.

Legislative or Other Actions Affecting REITs

The rules dealing with U.S. federal income taxation are constantly under review. No assurance canbe given as to whether, when or in what form the U.S. federal income tax laws applicable to us and ourstockholders may be changed, possibly with retroactive effect. Changes to the federal tax laws andinterpretations of federal tax laws could adversely affect an investment in shares of our common stock.

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ERISA CONSIDERATIONS

The following is a summary of some non-tax considerations associated with an investment in sharesof our common stock by a qualified employee pension benefit plan or an IRA. This summary is basedon provisions of ERISA and the Code, as amended through the date of this prospectus, and relevantregulations and opinions issued by the Department of Labor and the IRS. We cannot assure you thatadverse tax decisions or legislative, regulatory or administrative changes which would significantlymodify the statements expressed herein will not occur. Any such changes may or may not apply totransactions entered into prior to the date of their enactment. Each fiduciary of an employee pensionbenefit plan subject to ERISA, such as a profit sharing, section 401(k) or pension plan, or of any otherretirement plan or account subject to Section 4975 of the Code, such as an IRA, which we refer tocollectively as the ‘‘Benefit Plans,’’ seeking to invest plan assets in shares of our common stock must,taking into account the facts and circumstances of such Benefit Plan, consider, among other matters:

• Whether the investment is consistent with the applicable provisions of ERISA and the Code andthe documents and instruments governing your Benefit Plans;

• Whether, under the facts and circumstances attendant to the Benefit Plan in question, thefiduciary’s responsibility to the plan has been satisfied;

• Whether your investment will impair the liquidity of the Benefit Plan;

• Whether the investment will produce UBTI to the Benefit Plan (see ‘‘Material U.S. FederalIncome Tax Considerations—Taxation of Tax-Exempt Stockholders’’);

• The need to value the assets of the Benefit Plan annually; and

• Whether your investment will constitute a prohibited transaction under ERISA or the Code asdescribed below.

Under ERISA, a plan fiduciary’s responsibilities include the following duties:

• To act solely in the interest of plan participants and beneficiaries and for the exclusive purposeof providing benefits to them, as well as defraying reasonable expenses of plan administration;

• To invest plan assets prudently;

• To diversify the investments of the plan unless it is clearly prudent not to do so;

• To ensure sufficient liquidity for the plan; and

• To consider whether an investment would constitute or give rise to a prohibited transactionunder ERISA or the Code.

ERISA also requires that the assets of an employee benefit plan be held in trust and that thetrustee, or a duly authorized named fiduciary or investment manager, have exclusive authority anddiscretion to manage and control the assets of the plan. Section 406 of ERISA and Section 4975 of theCode prohibit specified transactions involving the assets of a Benefit Plan which are between the planand any ‘‘party in interest’’ or ‘‘disqualified person’’ with respect to that Benefit Plan. Thesetransactions are prohibited regardless of how beneficial they may be for the Benefit Plan. Prohibitedtransactions include the sale, exchange or leasing of property, the lending of money or the extension ofcredit between a Benefit Plan and a party in interest or disqualified person, and the transfer to, or useby, or for the benefit of, a party in interest, or disqualified person, of any assets of a Benefit Plan. Afiduciary of a Benefit Plan also is prohibited from engaging in self-dealing, acting for a person who hasan interest adverse to the plan or receiving any consideration for its own account from a party dealingwith the plan in a transaction involving plan assets.

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ALL INVESTORS, INCLUDING BENEFIT PLAN FIDUCIARIES, SHOULD BE AWARETHAT NEITHER THE COMPANY, THE ADVISOR, THE SPONSOR, THE DEALER MANAGERNOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AFFILIATESIS UNDERTAKING TO PROVIDE IMPARTIAL INVESTMENT ADVICE OR TO GIVE ADVICEIN A FIDUCIARY CAPACITY IN CONNECTION WITH THE OFFERING OR PURCHASE OFOUR COMMON STOCK AND THAT THE ADVISOR AND THE DEALER MANAGER HAVEFINANCIAL INTERESTS ASSOCIATED WITH THE PURCHASE OF OUR COMMON STOCK,INCLUDING THE FEES, EXPENSE REIMBURSEMENTS AND OTHER PAYMENTS THEYANTICIPATE RECEIVING FROM THE COMPANY IN CONNECTION WITH THE PURCHASEOF OUR COMMON STOCK.

Plan Asset Considerations

In order to determine whether an investment in shares of our common stock by Benefit Planscreates or gives rise to the potential for either prohibited transactions or the commingling of assetsreferred to above, a fiduciary must consider whether an investment in shares of our common stock willcause our assets to be treated as assets of the investing Benefit Plans. Section 3(42) of ERISA definesthe term ‘‘plan assets’’ to mean plan assets as defined in the U.S. Department of Labor Regulations.These regulations provide guidelines as to whether, and under what circumstances, the underlyingassets of an entity will be deemed to constitute assets of a Benefit Plan when the plan invests in thatentity, which we refer to as the ‘‘Plan Assets Regulation.’’ Under the Plan Assets Regulation, the assetsof corporations, partnerships or other entities in which a Benefit Plan makes an equity investment willgenerally be deemed to be assets of the Benefit Plan unless the entity satisfies one of the exceptions tothis general rule.

In the event that our underlying assets were treated by the Department of Labor as the assets ofinvesting Benefit Plans, our management would be treated as fiduciaries with respect to each BenefitPlan stockholder, and an investment in shares of our common stock might constitute an ineffectivedelegation of fiduciary responsibility to the Advisor, and expose the fiduciary of the Benefit Plan toco-fiduciary liability under ERISA for any breach by the Advisor of the fiduciary duties mandatedunder ERISA.

If the Advisor or affiliates of the Advisor were treated as fiduciaries with respect to Benefit Planstockholders, the prohibited transaction restrictions of ERISA and the Code would apply to anytransaction involving our assets. These restrictions could, for example, require that we avoidtransactions with entities that are affiliated with us or our affiliates or restructure our activities in orderto obtain an administrative exemption from the prohibited transaction restrictions. Alternatively, wemight have to provide Benefit Plan stockholders with the opportunity to sell their shares of commonstock to us or we might dissolve or terminate. If a prohibited transaction were to occur, the Codeimposes an excise tax equal to 15% of the amount involved and authorizes the IRS to impose anadditional 100% excise tax if the prohibited transaction is not ‘‘corrected.’’ These taxes would beimposed on any disqualified person who participates in the prohibited transaction. In addition, theAdvisor and possibly other fiduciaries of Benefit Plan stockholders subject to ERISA who permitted theprohibited transaction to occur or who otherwise breached their fiduciary responsibilities, or anon-fiduciary participating in a prohibited transaction, could be required to restore to the Benefit Planany profits they realized as a result of the transaction or breach, and make good to the Benefit Planany losses incurred by the Benefit Plan as a result of the transaction or breach. With respect to an IRAthat invests in shares of our common stock, the occurrence of a prohibited transaction involving theindividual who established the IRA, or his beneficiary, would cause the IRA to lose its tax-exemptstatus under Section 408(e)(2) of the Code.

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The Plan Assets Regulation provides that the underlying assets of REITs will not be treated asassets of a Benefit Plan investing therein if the interest the Benefit Plan acquires is a ‘‘publicly offeredsecurity.’’ A publicly offered security must be:

• Sold as part of a public offering registered under the Securities Act and be part of a class ofsecurities registered under the Exchange Act, as amended, within a specified time period;

• ‘‘Widely held,’’ such as part of a class of securities that is owned by 100 or more persons whoare independent of the issuer and one another; and

• ‘‘Freely transferable.’’

Shares of our common stock are being sold as part of an offering of securities to the publicpursuant to an effective registration statement under the Securities Act, and are part of a class that wasregistered under the Exchange Act within the specified time period. In addition, we have over 100independent stockholders, such that shares of our common stock are ‘‘widely held.’’ Whether a securityis ‘‘freely transferable’’ depends upon the particular facts and circumstances. Shares of common stockare subject to certain restrictions on transferability intended to ensure that we continue to qualify forfederal income tax treatment as a REIT. The Plan Assets Regulation provides, however, that where theminimum investment in a public offering of securities is $10,000 or less, the presence of a restriction ontransferability intended to prohibit transfers which would result in a termination or reclassification ofthe entity for state or federal tax purposes will not ordinarily affect a determination that such securitiesare freely transferable. The minimum investment in Class T and Class W shares of our common stockis less than $10,000; thus, we believe that the restrictions imposed in order to maintain our status as aREIT should not cause the shares of common stock to be deemed not freely transferable. Theminimum initial investment for Class I shares is $1,000,000, unless waived by the Company. However,each Class I share has a value substantially below $10,000 and, after they are purchased, such sharescan be sold or otherwise disposed of in a block of any number of shares, provided that shares may betransferred in a manner that causes the transferor or transferee to own less than $2,000 in our shares.Because the Class I shares may be sold in amounts less than $10,000 after the initial purchase, andbecause there are no restrictions on who may purchase such shares after the initial purchase (subject tostate securities laws and regulations), we believe the restrictions on these shares should also bedisregarded in determining whether such shares are ‘‘freely transferable.’’ Although there can be noassurance that the freely transferable requirement will be met with respect to these classes of shares,we believe that these classes of shares should be treated as ‘‘freely transferable.’’ Nonetheless, wecannot assure you that the Department of Labor and/or the U.S. Treasury Department could not reacha contrary conclusion.

Assuming that shares of common stock will be ‘‘widely held,’’ that no other facts and circumstancesother than those referred to in the preceding paragraph exist that restrict transferability of shares ofcommon stock and the offering takes place as described in this prospectus, we believe that shares ofour common stock should constitute ‘‘publicly offered securities’’ and, accordingly, our underlying assetsshould not be considered ‘‘plan assets’’ under the Plan Assets Regulation. If our underlying assets arenot deemed to be ‘‘plan assets,’’ the issues discussed in the second and third paragraphs of this ‘‘PlanAssets Considerations’’ section are not expected to arise.

Other Prohibited Transactions

Regardless of whether the shares of common stock qualify for the ‘‘publicly offered security’’exception of the Plan Assets Regulation, a prohibited transaction could occur if we, the Advisor, anyselected dealer or any of their affiliates is a fiduciary (within the meaning of Section 3(21) of ERISA)with respect to any Benefit Plan purchasing the shares of common stock. Accordingly, unless anadministrative or statutory exemption applies, shares of common stock should not be purchased usingassets of a Benefit Plan with respect to which any of the above persons is a fiduciary. A person is a

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fiduciary with respect to a Benefit Plan under Section 3(21) of ERISA if, among other things, theperson has discretionary authority or control with respect to ‘‘plan assets’’ or provides investmentadvice for a fee with respect to ‘‘plan assets.’’ Under a regulation issued by the Department of Labor, aperson shall be deemed to be providing investment advice if that person renders advice as to theadvisability of investing in shares of our common stock and that person regularly provides investmentadvice to the Benefit Plan pursuant to a mutual agreement or understanding (written or otherwise)(i) that the advice will serve as the primary basis for investment decisions, and (ii) that the advice willbe individualized for the Benefit Plan based on its particular needs.

Annual Valuation

A fiduciary of an employee benefit plan subject to ERISA is required to determine annually thefair market value of each asset of the plan as of the end of the plan’s fiscal year and to file a reportreflecting that value with the Department of Labor. When the fair market value of any particular assetis not available, the fiduciary is required to make a good faith determination of that asset’s ‘‘fairmarket value’’ assuming an orderly liquidation at the time the determination is made. In addition, atrustee or custodian of an IRA must provide an IRA participant with a statement of the value of theIRA each year.

In discharging its obligation to value assets of a plan, a fiduciary subject to ERISA must actconsistently with the relevant provisions of the plan and the general fiduciary standards of ERISA. It isnot currently intended that the shares of our common stock will be listed on a national securitiesexchange, nor is it expected that a public market for the shares of common stock will develop. To date,neither the IRS nor the Department of Labor has promulgated regulations specifying how a planfiduciary should determine the ‘‘fair market value’’ of the shares of our common stock, namely whenthe fair market value of the shares of common stock is not determined in the marketplace. Therefore,to assist fiduciaries in fulfilling their valuation and annual reporting responsibilities with respect toownership of shares of common stock, we intend to provide reports of our annual determinations ofthe current value of our net assets per outstanding share to those fiduciaries (including IRA trusteesand custodians) who identify themselves to us and request the reports. We will deem the current valueof our net assets per outstanding share to be equal to the transaction price, which generally will beequal to our most recent monthly NAV per share.

If requested, we anticipate that we will provide a letter that includes the estimated per share valuefor each class of shares of our common stock, determined as described above (i) to IRA trustees andcustodians not later than January 15 of each year, and (ii) to other Benefit Plan fiduciaries within75 days after the end of each calendar year.

We intend to revise these valuation procedures to conform with any relevant guidelines that theIRS or the Department of Labor may hereafter issue. Meanwhile, we cannot assure you:

• That the value determined by us could or will actually be realized by us or by stockholders uponliquidation (in part because appraisals or estimated values do not necessarily indicate the priceat which assets could be sold and because no attempt will be made to estimate the expenses ofselling any of our assets);

• That stockholders could realize this value if they were to attempt to sell their shares of commonstock; or

• That the value, or the method used to establish value, would comply with the ERISA or IRArequirements described above.

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PLAN OF DISTRIBUTION

The Offering

We are offering a maximum of $2.0 billion in shares of our common stock in this offering, throughour Dealer Manager, a registered broker dealer, including $1.5 billion in any combination of Class Tshares, Class W shares and Class I shares of our common stock initially allocated to be offered in theprimary share offering and $500.0 million in any combination of Class T shares, Class W shares andClass I shares of our common stock initially allocated to be offered pursuant to the distributionreinvestment plan. Prior to the conclusion of this offering, if any of the shares of our common stockinitially allocated to the distribution reinvestment plan remain after meeting anticipated obligationsunder the distribution reinvestment plan, we may decide to sell some or all of such shares of commonstock to the public in the primary share offering. Similarly, prior to the conclusion of this offering, ifthe shares of our common stock initially allocated to the distribution reinvestment plan have beenpurchased and we anticipate additional demand for shares of common stock under our distributionreinvestment plan, we may choose to reallocate some or all of the shares of our common stockallocated to be offered in the primary share offering to the distribution reinvestment plan.

We are offering Class T shares, Class W shares and Class I shares in this follow-on offering. Thedifferences in our share classes relate to upfront selling commissions, upfront dealer manager fees andongoing distribution fees.

Each class of shares will be sold at the then-current transaction price, which will generally be equalto the most recently disclosed monthly NAV per share for such class, plus applicable upfront sellingcommissions and dealer manager fees. Although the offering price for shares of our common willgenerally be based on the most recently disclosed monthly NAV per share, the NAV per share of suchstock as of the date on which your purchase is settled may be significantly different. We may offershares at a price that we believe reflects the NAV per share of such stock more appropriately than themost recently disclosed monthly NAV per share, including by updating a previously disclosedtransaction price, in cases where we believe there has been a material change (positive or negative) toour NAV per share relative to the most recently disclosed monthly NAV per share. Each class of sharesmay have a different NAV per share because distribution fees differ with respect to each class.

Our Class T shares, Class W shares and Class I shares are available for different categories ofinvestors. Class T shares are available to the general public. Class W shares are generally available forpurchase in this offering only (i) through fee-based programs, also known as wrap accounts, thatprovide access to Class W shares, (ii) through participating broker dealers that have alternative feearrangements with their clients to provide access to Class W shares, (iii) through investment advisersthat are registered under the Investment Advisers Act of 1940 or applicable state law and direct clientsto trade with a broker dealer that offers Class W shares, (iv) through bank trust departments or anyother organization or person authorized to act in a fiduciary capacity for its clients or customers or(v) other categories of investors that we name in an amendment or supplement to this prospectus.Class I shares are available for purchase in this offering only (i) by institutional accounts as defined byFINRA Rule 4512(c), (ii) through bank-sponsored collective trusts and bank-sponsored common trusts,(iii) by retirement plans (including a trustee or custodian under any deferred compensation or pensionor profit sharing plan or payroll deduction IRA established for the benefit of the employees of anycompany), foundations or endowments, (iv) through certain financial intermediaries that are nototherwise registered with or as a broker dealer and that direct clients to trade with a broker dealer thatoffers Class I shares, (v) by our executive officers and directors and their immediate family members,as well as officers and employees of the Advisor and the Dealer Manager and their immediate familymembers, officers and employees of the Advisor’s product specialists or other affiliates of the Advisorand their immediate family members, our product specialists and their affiliates and, if approved by ourboard of directors, officers and employees of our joint venture partners and their immediate family

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members, consultants and other service providers, (vi) participating broker dealers and their affiliates,including their officers, directors, employees, and registered representatives, as well as the immediatefamily members of such persons, as defined by FINRA Rule 5130, (vii) through bank trust departmentsor any other organization or person authorized to act as a fiduciary for its clients or customers and(viii) by any other categories of purchasers that we name in an amendment or supplement to thisprospectus. If you are eligible to purchase all three classes of shares, then in most cases you shouldpurchase Class I shares, because Class I shares have no upfront selling commissions, dealer managerfees or distribution fees. Such fees are applicable to the other share classes and will reduce the NAV ordistributions of the other share classes. If you are eligible to purchase Class T and Class W shares butnot Class I shares, in most cases you should purchase Class W shares because Class W shares have noupfront selling commissions or dealer manager fees and lower annual distribution fees. In addition,pursuant to our share redemption program, although all shares are subject to a 5.0% early redemptiondiscount if they have been outstanding for less than one year, only Class T shares are subject to a 2.5%early redemption discount if such shares have been outstanding for at least one but less than two years.See ‘‘Description of Capital Stock—Share Redemption Program.’’ Please consult with your financialprofessional before making your investment decision.

This offering commenced on September 5, 2019.

The broker dealers participating in the offering of shares of our common stock are not obligatedto obtain any subscriptions on our behalf, and we cannot assure you that any shares of common stockwill be sold. The Dealer Manager will enter into selected dealer agreements with certain other brokerdealers who are members of FINRA to authorize them to sell our shares. The shares of our commonstock being offered to the public are being offered on a ‘‘best efforts’’ basis, which means generally thatthe Dealer Manager and the participating broker dealers will be required to use only their best effortsto sell the shares of our common stock and they have no firm commitment or obligation to purchaseany shares of our common stock. Our agreement with the Dealer Manager may be terminated by eitherparty upon 60 days’ written notice. Although we expect that most sales will be made throughparticipating broker dealers, in certain situations the Dealer Manager may make sales without aparticipating broker dealer. In addition, we may make issuer direct sales with respect to certain Class Ishares purchased in this offering, including purchases by our executive officers and directors and theirimmediate family members, as well as officers and employees of the Advisor and its affiliates andcertain institutional investors; this will not have any effect on the price they pay for their shares.

The number of shares we have registered pursuant to the registration statement of which thisprospectus forms a part is the number that we reasonably expect to be offered and sold within twoyears from September 5, 2019. Under applicable SEC rules, we may extend this offering one additionalyear if all of the shares we have registered are not yet sold within two years. With the filing of aregistration statement for a subsequent offering, we may also be able to extend this offering beyondthree years until the follow-on registration statement is declared effective. Pursuant to this prospectus,we are offering to the public all of the shares that we have registered. In certain states, the registrationof this offering may continue for only one year following the initial clearance by applicable stateauthorities, after which we will renew the offering period for additional one-year periods (or longer, ifpermitted by the laws of each particular state).

We reserve the right to terminate this offering at any time and to extend our offering term to theextent permissible under applicable law. Further, our board of directors, in its sole discretion, maydetermine from time to time during this offering to reclassify shares of our common stock, as permittedby our charter, in order to offer one or more additional classes of common stock in this offering. Anyadditional class of common stock may be offered at a different price and may be subject to differentfees and expenses than the shares currently being offered.

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Purchase of Shares

We are offering shares of our common stock at the transaction price, plus applicable upfrontselling commissions and dealer manager fees. The transaction price for each class of our common stockgenerally will be equal to the most recently disclosed monthly NAV per share for such class, plusapplicable upfront selling commission and dealer manager fees. Although the price you pay for sharesof our common stock will generally be based on the most recently disclosed monthly NAV per share,the NAV per share of such stock for the month in which you make your purchase may be significantlydifferent. We may offer shares at a price that we believe reflects the NAV per share of such stock moreappropriately than the most recently disclosed monthly NAV per share (including by updating apreviously disclosed transaction price) or suspend our offering in cases where we believe there has beena material change (positive or negative) to our NAV per share relative to the most recently disclosedmonthly NAV per share. Each class of shares may have a different NAV per share because distributionfees are charged differently with respect to each class. See ‘‘Net Asset Value Calculation and ValuationGuidelines’’ for more information about the calculation of NAV per share.

If you participate in our distribution reinvestment plan, the cash distributions attributable to theclass of shares that you purchase in our primary offering will be automatically invested in additionalshares of the same class. Shares are offered pursuant to our distribution reinvestment plan at thetransaction price at the time the distribution is payable, which will generally be equal to our mostrecently disclosed monthly NAV per share for that share class.

We will generally adhere to the following procedures relating to purchases of shares of ourcommon stock in this continuous offering:

• On each business day, our transfer agent will collect purchase orders. Notwithstanding thesubmission of an initial purchase order, we can reject purchase orders for any reason, even if aprospective investor meets the minimum suitability requirements outlined in our prospectus.Investors may only purchase our common stock pursuant to accepted subscription orders as ofthe first calendar day of each month (based on the most recently disclosed monthly transactionprice), and to be accepted, a subscription request must be made with a completed and executedsubscription agreement in good order and payment of the full purchase price of our commonstock being subscribed at least five business days prior to the first calendar day of the month. Ifa purchase order is received less than five business days prior to the first calendar day of themonth, unless waived by the Dealer Manager, the purchase order will be executed in the nextmonth’s closing at the transaction price applicable to that month, plus applicable upfront sellingcommissions and dealer manager fees. As a result of this process, the price per share at whichyour order is executed may be different than the price per share for the month in which yousubmitted your purchase order.

• Generally, within 15 calendar days after the last calendar day of each month, we will determineour NAV per share for each share class as of the last calendar day of the prior month, whichwill generally be the transaction price for the then-current month for such share class.

• Completed subscription requests will not be accepted by us before the later of (i) two businessdays before the first calendar day of each month and (ii) three business days after we make thetransaction price (including any subsequent revised transaction price in the circumstancesdescribed below) publicly available by posting it on our website and filing a prospectussupplement with the SEC.

• Subscribers are not committed to purchase shares at the time their subscription orders aresubmitted and any subscription may be canceled at any time before the time it has beenaccepted as described in the previous sentence. You may withdraw your purchase request by

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notifying the transfer agent, through your financial intermediary or directly on our toll-free,automated telephone line, (888) 310-9352.

• You will receive a confirmation statement of each new transaction in your account as soon aspracticable but generally not later than seven business days after the stockholder transactions aresettled. The confirmation statement will include information on how to obtain information wehave filed with the SEC and made publicly available on our website, www.bcindustrialiv.com,including supplements to the prospectus.

If the transaction price is not made available on or before the eighth business day before the firstcalendar day of the month (which is six business days before the earliest date we may acceptsubscriptions), or a previously disclosed transaction price for that month is changed, then we willprovide notice of such transaction price (and the first day on which we may accept subscriptions)directly to subscribing investors when such transaction price is made available.

In contrast to securities traded on an exchange or over-the-counter, where the price oftenfluctuates as a result of, among other things, the supply and demand of securities in the trading market,our NAV will be calculated once monthly using our valuation methodology, and the price at which wesell new shares and redeem outstanding shares will not change depending on the level of demand byinvestors or the volume of redemption requests.

Frequent Trading Policies

We may reject for any reason, or cancel as permitted or required by law, any subscriptions forshares of our common stock.

For example, we may reject any subscriptions from market timers or investors that, in our opinion,may be disruptive to our operations. Frequent purchases and sales of our shares can harm stockholdersin various ways, including reducing the returns to long-term stockholders by increasing our costs,disrupting portfolio management strategies and diluting the value of the shares of long-termstockholders. Among other things, the following activities may be considered by us to be frequenttrading:

• any stockholder who redeems their shares of our common stock within 30 calendar days of thepurchase of such shares;

• transactions deemed harmful or excessive by us (including but not limited to patterns ofpurchases and redemptions), in our sole discretion; and

• transactions initiated by financial professionals, among multiple stockholder accounts, that in theaggregate are deemed harmful or excessive.

Underwriting Compensation

Prior to the commencement of this offering, we will enter into a dealer manager agreement withour Dealer Manager which sets forth the following compensation arrangements in connection with thisoffering. We will not pay referral or similar fees to any accountants, attorneys or other persons inconnection with the distribution of shares of our common stock.

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Summary

The following table shows the selling commissions payable by us at the time you subscribe forshares in the primary offering with respect to each class of shares:

Maximum up-frontselling commissionas a % of Offering

Price

Class T shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0%Class W shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NoneClass I shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None

The following table shows the fees we will pay to the Dealer Manager with respect to each class ofshares:

Class T Class W Class I

Dealer Manager Fee(1) . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5% None NoneDistribution Fee(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0% 0.50% None

(1) The dealer manager fee will be paid up-front by us at the time you subscribe for Class Tshares in the primary offering. The dealer manager fee will not be paid on shares soldpursuant to our distribution reinvestment plan.

(2) The ongoing distribution fee is presented on an annualized basis as a percentage of theClass T shares or Class W shares, respectively, in the primary offering. See ‘‘DistributionFee’’ below for a description of how we calculate this fee and the circumstances underwhich we will cease paying this fee.

Upfront Selling Commissions and Dealer Manager Fees

Class T shares. Subject to any discounts described below, the Dealer Manager will be entitled toreceive upfront selling commissions of up to 2.0%, and dealer manager fees of 2.5%, of the offeringprice per share of each Class T share sold in the primary offering, however such amounts may vary atcertain participating broker dealers provided that the sum will not exceed 4.5% of the offering price.The Dealer Manager anticipates that all or a portion of the upfront selling commissions and dealermanager fees will be retained by, or reallowed (paid) to, participating broker dealers.

In addition, we will not pay selling commissions or dealer manager fees with respect to sales ofClass T shares through either of the following distribution channels: (i) through fee-based programs,also known as wrap accounts or (ii) through investment advisers registered under the InvestmentAdvisers Act of 1940 or applicable state law.

Further, the selling commission and/or dealer manager fee may be reduced or eliminated, subjectto the agreement of the Dealer Manager, to certain investors who have agreed with a participatingbroker dealer to reduce or eliminate the selling commission and/or the dealer manager fee. The netproceeds we receive will not be affected by such sales of shares at a discount.

Your ability to receive a discount or fee waiver may depend on the financial professional or brokerdealer through which you purchase your Class T shares. An investor qualifying for a discount willreceive a higher percentage return on his or her investment than investors who do not qualify for suchdiscount. Accordingly, you should consult with your financial professional about the ability to receivesuch discounts or fee waivers before purchasing Class T shares.

Any discounts or fee waivers will reduce the purchase price per Class T share, as applicable, andthereby allow the purchase of additional shares for the same investment amount. However, discounts or

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fee waivers may have the effect of lengthening the period of time such shares are subject to distributionfees, as lower upfront selling commissions or dealer manager fees will lengthen the amount of time ittakes to reach the conversion thresholds described below under ‘‘—Distribution Fees.’’

Class W and Class I shares. No upfront selling commissions will be paid with respect to Class Wand Class I shares sold in this offering. However, in certain circumstances the Dealer Manager may paycertain supplemental fees or commissions in connection with the sale of Class I shares in this offeringas described below under ‘‘—Supplemental Fees and Commissions—Class I shares.’’

We do not pay selling commissions on shares sold pursuant to our distribution reinvestment plan.

Distribution Fees

Class T and Class W Shares

Subject to FINRA limitations on underwriting compensation, we will pay the Dealer Managerdistribution fees that accrue monthly and are calculated on outstanding Class T shares and Class Wshares sold in the primary offering in an amount equal to 1.0% per annum and 0.50% per annum,respectively, of the NAV per Class T share or Class W share, respectively. In calculating ourdistribution fees, we will use our most recently disclosed monthly NAV before giving effect to themonthly distribution fee or distributions on our shares.

The distribution fees will be paid monthly in arrears. The Dealer Manager will reallow (pay) thedistribution fees to participating broker dealers and servicing broker dealers as described below.Distribution fees are allocated on a class-specific basis and are borne by all shares within the class,therefore, the distribution fees reduce distributions with respect to all shares of each such class,including shares issued under our distribution reinvestment plan.

We will cease paying the distribution fees with respect to individual Class T and Class W shareswhen they are no longer outstanding, including as a result of conversion to Class I shares. Each Class Tor Class W share held within a stockholder’s account shall automatically and without any action on thepart of the holder thereof convert into a number of Class I shares at the Applicable Conversion Rate(as defined below) on the earliest of (i) a listing of any shares of our common stock on a nationalsecurities exchange, (ii) our merger or consolidation with or into another entity, or the sale or otherdisposition of all or substantially all of our assets and (iii) the end of the month in which the DealerManager, in conjunction with our transfer agent, determines that the total upfront selling commissions,upfront dealer manager fees and ongoing distribution fees paid with respect to all shares of such classheld by such stockholder within such account (including shares purchased through a distributionreinvestment plan or received as stock dividends) equals or exceeds 8.5% of the aggregate purchaseprice of all shares of such class held by such stockholder within such account and purchased in aprimary offering (i.e., an offering other than a distribution reinvestment plan). We cannot predict if orwhen this will occur.

In addition, after termination of a primary offering registered under the Securities Act, eachClass T or Class W share (i) sold in that primary offering, (ii) sold under a distribution reinvestmentplan, and (iii) received as a stock dividend with respect to such shares sold in such primary offering ordistribution reinvestment plan, shall automatically and without any action on the part of the holderthereof convert into a number of Class I shares at the Applicable Conversion Rate, at the end of themonth in which we, with the assistance of the Dealer Manager, determine that all underwritingcompensation paid or incurred with respect to the primary offering covered by that registrationstatement from all sources, determined pursuant to the rules and guidance of FINRA, would be inexcess of 10% of the aggregate purchase price of all shares sold for our account through that primaryoffering.

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As used above, the ‘‘Applicable Conversion Rate’’ means (a) with respect to Class T shares, a ratiowhereby the numerator is the most recently disclosed monthly Class T NAV per share and thedenominator is the most recently disclosed monthly Class I NAV per share and (b) with respect toClass W shares, a ratio whereby the numerator is the most recently disclosed monthly Class W NAVper share and the denominator is the most recently disclosed monthly Class I NAV per share. For eachclass of shares, the NAV per share shall be calculated as described in the most recent valuationprocedures approved by our board of directors. Because we currently expect to allocate ongoingdistribution fees to our Class T and Class W shares through their distributions, and not through theirNAV per share, we currently expect the Applicable Conversion Rate to remain 1:1 for our Class T andClass W shares. Stockholders will receive a transaction confirmation from the transfer agent or theirbroker dealer, on behalf of the Company, that their Class T and/or Class W shares have beenconverted into Class I shares.

If we redeem a portion, but not all of the Class T shares or Class W shares held in a stockholder’saccount, the total underwriting compensation limit and amount of underwriting compensationpreviously paid will be prorated between the Class T shares or the Class W shares, as applicable, thatwere redeemed and those Class T shares or Class W shares, respectively, that were retained in theaccount. Likewise, if a portion of the Class T shares or the Class W shares in a stockholder’s account issold or otherwise transferred in a secondary transaction, the total underwriting compensation limit andamount of underwriting compensation previously paid will be prorated between the Class T shares orthe Class W shares, as applicable, that were transferred and the Class T shares or Class W shares,respectively, that were retained in the account.

Supplemental Fees and Commissions—Class I shares

In addition to the fees and commissions described above, the Dealer Manager may elect to paysupplemental fees or commissions to participating broker dealers and servicing broker dealers withrespect to Class I shares sold in the primary offering. If such supplemental fees or commissions arepaid with respect to an investment, the investor will be notified through disclosure on the subscriptionagreement. Such supplemental fees or commissions may be paid at the time of sale or over time. Anysuch supplemental fees and commissions will be considered underwriting compensation subject to the10% limit on underwriting compensation imposed by FINRA, as described below, and will not bereimbursed by us, but may be reimbursed by the Advisor (without reimbursement from us). Assumingthat we sell the maximum primary offering in equal dollar amounts of each class offered, we do notexpect such supplemental fees and commissions to exceed $900,000.

Other Compensation

The Advisor advanced all of our organization and offering expenses on our behalf, includingexpenses that are deemed issuer costs and certain expenses that are deemed underwritingcompensation, such as legal, accounting, printing, mailing and filing fees and expenses, bona fide duediligence expenses of participating broker dealers and investment advisers supported by detailed anditemized invoices, costs in connection with preparing sales materials, design and website expenses, feesand expenses of our escrow agent and transfer agent, fees to attend retail seminars sponsored byparticipating broker dealers, compensation of certain registered employees of the Dealer Manager,reimbursements for customary travel, lodging, meals and reasonable entertainment expenses,reimbursement of broker dealers for technology costs and expenses associated with offering and costsand expenses associated with the facilitation of the marketing and ownership of our shares by theirparticipating customers, and other actual costs of registered persons associated with the DealerManager incurred in the performance of wholesaling activities, but excluding upfront sellingcommissions, dealer manager fees and distribution fees, through December 31, 2019. We began

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reimbursing the Advisor for all such advanced expenses ratably over the 60 months followingDecember 31, 2019.

On January 1, 2020, we began reimbursing the Advisor for any organization and offering expensesthat it incurs on our behalf as and when incurred. After the termination of the primary offering andagain after termination of the offering under our distribution reinvestment plan, the Advisor has agreedto reimburse us to the extent that the organization and offering expenses that we incur exceed 15% ofour gross proceeds from the applicable offering. Any organization and offering expenses reimbursed byus which are deemed underwriting compensation will be subject to the 10% limit on total underwritingcompensation imposed by FINRA.

Subject to FINRA limitations on underwriting compensation, in addition to the organization andoffering expenses for which we will reimburse the Advisor, the Advisor may pay additional expensesthat are considered underwriting compensation to the Dealer Manager (which may be reallowed orpaid by the Dealer Manager to participating broker dealers) without reimbursement from us. Theseadditional amounts may be paid by the Advisor in order to fund certain of the Dealer Manager’s costsand expenses related to the distribution of the offering, including compensation of certain registeredemployees of the Dealer Manager, reimbursements for customary travel, lodging, meals and reasonableentertainment expenses and other actual costs of registered persons associated with the DealerManager incurred in the performance of wholesaling activities, as well as supplemental fees andcommissions paid by the Dealer Manager with respect to sales of Class I shares described above. Theseexpenses also may include reimbursements for legal fees of the Dealer Manager, cost reimbursementsfor registered representatives of participating broker dealers to attend educational conferencessponsored by us or the Dealer Manager, marketing support fees, attendance fees for registered personsassociated with the Dealer Manager to attend seminars conducted by participating broker dealers, andpromotional items. Assuming that we sell the maximum primary offering amount of $1,500,000,000 and75% of the common shares sold in the primary offering are Class T shares, 15% are Class W sharesand 10% are Class I shares, we do not expect such payments to exceed $10.875 million (includingpayments to reimburse the Dealer Manager for payments of any supplemental fees or commissions inconnection with the sale of Class I shares that are not reimbursable by us, as described above in‘‘—Supplemental Fees and Commissions—Class I shares’’).

The bona fide due diligence expenses of the Dealer Manager, participating broker dealers,servicing broker dealers and investment advisers that are included in the organization and offeringexpenses may include legal fees, travel, lodging, meals and other reasonable out-of-pocket expensesincurred by participating dealers, servicing broker dealers, investment advisers and their personnel whenvisiting our office to verify information related to us and this offering and, in some cases,reimbursement of the allocable share of out-of-pocket internal due diligence personnel of theparticipating dealer, servicing broker dealer or investment adviser conducting due diligence on theoffering. Reimbursement of bona fide due diligence expenses is contingent upon the receipt by theDealer Manager of an invoice or a similar such itemized statement from the participating brokerdealer, servicing broker dealer or investment adviser that demonstrates the actual due diligenceexpenses incurred. Subject to certain limitations in our agreements, we have agreed to indemnify theDealer Manager and participating broker dealers and the Dealer Manager and participating brokerdealers have agreed to severally indemnify us, our officers and our directors against certain liabilities inconnection with this offering, including liabilities arising under the Securities Act. However, the SECand some state securities commissions take the position that indemnification against liabilities arisingunder the Securities Act is against public policy and is unenforceable.

Limitations on Underwriting Compensation

The Dealer Manager will monitor the aggregate amount of underwriting compensation that we andthe Advisor pay in connection with this offering in order to ensure we comply with the underwriting

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compensation limits of applicable FINRA rules, including FINRA Rule 2310, which prohibitsunderwriting compensation in excess of 10% of gross offering proceeds. FINRA rules also limit ourtotal organization and offering expenses (including upfront selling commissions, bona fide due diligenceexpenses and other underwriting compensation) to 15% of our gross offering proceeds from thisoffering. After the termination of the primary offering and again after termination of the offeringunder our distribution reinvestment plan, the Advisor has agreed to reimburse us to the extent thattotal cumulative organization and offering expenses (including selling commissions, the dealer managerfee, the distribution fee, the primary dealer fee and any additional underwriting compensation) that weincur exceed 15% of our gross proceeds from the applicable offering.

The following table sets forth information about the estimated maximum underwritingcompensation payable in connection with this offering, assuming that we sell the maximum offeringamount of $1,500,000,000 pursuant to our primary offering and 75% of our gross offering proceedscome from sales of Class T shares, 15% of our gross offering proceeds come from sales of Class Wshares and 10% of our gross offering proceeds from Class I shares. We have assumed the percentage ofshares of each class that will be sold based on discussions with the Dealer Manager and broker dealers,but there can be no assurance as to how many shares of each class will be sold. We reserve the right toreallocate the shares of common stock we are offering between the primary offering and our DRIPoffering.

% of GrossOffering MaximumProceeds Amount

Selling Commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5% $ 22,500,000Dealer Manager Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9% $ 28,125,000Distribution Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3% $ 64,125,000Organization and Offering Expenses Reimbursed By Us(1) 0.1% $ 1,875,000Underwriting Expenses Paid by the Advisor Without

Reimbursement from Us(2) . . . . . . . . . . . . . . . . . . . . . 0.7% $ 10,875,000

Total Fees, Commissions, and Expenses . . . . . . . . . . . . . . 8.5% $127,500,000

(1) Includes the organization and offering expenses that are deemed underwritingcompensation and will be reimbursed by us to the Advisor, as described above under‘‘—Other Compensation.’’

(2) Includes additional underwriting expenses that may be paid by the Advisor withoutreimbursement from us, as described above under ‘‘—Other Compensation.’’

The broker dealers participating in the offering of shares of our common stock are not obligatedto obtain any subscriptions on our behalf, and we cannot assure you that any additional shares of ourcommon stock will be sold.

Ameriprise Financial and AEIS

We, the Dealer Manager, the Advisor and the Sponsor have entered into a selected dealeragreement with Ameriprise Financial Services, Inc., which we refer to as Ameriprise Financial, pursuantto which Ameriprise Financial was appointed as a participating broker dealer to sell shares in thisoffering on a ‘‘best efforts’’ basis. In addition, we, the Dealer Manager, the Advisor and the Sponsorhave entered into a cost reimbursement agreement with American Enterprise Investment Services Inc.,which we refer to as AEIS, pursuant to which AEIS will perform certain broker dealer servicesincluding, but not limited to, distribution, marketing, administration and stockholder services support.Subject to certain limitations set forth in the selected dealer agreement and the cost reimbursementagreement, we, the Dealer Manager, the Advisor and the Sponsor, jointly and severally, have agreed to

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indemnify Ameriprise Financial and AEIS, and each other person, if any, who controls AmeripriseFinancial or AEIS within the meaning of Section 15 of the Securities Act, and any of their respectiveofficers, directors, employees and agents against certain losses, liability, claims, damages and expensescaused by certain untrue or alleged untrue statements of material fact or omissions or allegedomissions of material fact made in connection with this offering, certain filings with the SEC or certainother public statements, certain liability associated with failure to qualify for an applicable ERISAexception during a specified time period, or the breach by us, the Dealer Manager, the Advisor or theSponsor or any employee or agent acting on our or their behalf, of any of the representations,warranties, covenants, terms and conditions of the agreements. In addition, we have agreed toreimburse certain principals of the Sponsor for any amounts they are required to pay with respect tocertain limited funding obligations to Ameriprise Financial and AEIS that they may incur concerningthese matters. Please see ‘‘Conflicts of Interest.’’

Investments through IRA Accounts

Certain financial institutions are available to act as IRA custodians for investors who would like topurchase shares through an IRA. For any accountholder that makes and maintains an investment equalto or greater than $25,000 in shares of our common stock through an IRA for which such financialinstitution serves as a custodian, not including investments made through our distribution reinvestmentplan, the Dealer Manager or an affiliate may pay the annual base fee for the account. Beginning on thedate that their accounts are established, all investors will be responsible for any other fees applicable totheir accounts. Further information about custodial services is available through your broker or throughour Dealer Manager. See ‘‘Questions and Answers About This Offering—Who can help answer myquestions?’’ for the Dealer Manager’s contact information. We are not affiliated with these financialinstitutions and we do not control the fees that they charges to their customers. We are solely providingthis information as a courtesy to our stockholders and recommend that you consult your own financialand legal advisors before choosing a custodian for your IRA account.

Notice to Non-U.S. Investors

The shares described in this prospectus have not been registered and are not expected to beregistered under the laws of any country or jurisdiction outside of the United States except as otherwisedescribed in this prospectus. To the extent you are a citizen of, or domiciled in, a country orjurisdiction outside of the United States, please consult with your advisors before purchasing ordisposing of shares.

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SUPPLEMENTAL SALES MATERIAL

In addition to this prospectus, we may utilize certain sales material in connection with the offeringof shares of our common stock, although only when accompanied by or preceded by the delivery of thisprospectus. In certain jurisdictions, some or all of such sales material may not be available. Thismaterial may include information relating to this offering, the past performance of the Advisor and itsaffiliates, property brochures and articles and publications concerning real estate.

The offering of shares of our common stock is made only by means of this prospectus. Althoughthe information contained in such sales material will not conflict with any of the information containedin this prospectus, such material does not purport to be complete, and should not be considered a partof this prospectus or the registration statement of which this prospectus is a part, or as incorporated byreference in this prospectus or said registration statement or as forming the basis of the offering of theshares of our common stock.

LEGAL PROCEEDINGS

We are not presently subject to any material pending legal proceedings other than ordinary routinelitigation incidental to our business.

LEGAL MATTERS

The legality of the shares of our common stock being offered hereby will be passed upon for us byBallard Spahr LLP. Morrison & Foerster LLP has reviewed the statements relating to certain federalincome tax matters under the caption ‘‘Material U.S. Federal Income Tax Considerations’’ and hasrendered its opinion with respect to our qualification as a REIT for federal income tax purposes.

EXPERTS

The statements included in this prospectus under ‘‘Net Asset Calculation and ValuationProcedures—Historical NAV Per Share’’ relating to the role of Altus Group U.S., Inc. have beenreviewed by Altus Group U.S., Inc., an independent valuation firm, and are included in this prospectusgiven the authority of such firm as experts in real estate valuations.

The consolidated financial statements of Black Creek Industrial REIT IV Inc. as of December 31,2019 and 2018, and for each of the years in the three-year period ended December 31, 2019, have beenincorporated by reference herein and in the registration statement in reliance upon the report ofKPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon theauthority of said firm as experts in accounting and auditing.

The statement of revenues and certain expenses of Dallas Infill Industrial Portfolio for the yearended December 31, 2018, incorporated in this Prospectus by reference from the Company’s CurrentReport on Form 8-K/A, has been audited by Plante Moran, PLLC, an independent registered publicaccounting firm, as stated in their report to such statement and such report is incorporated herein byreference (which report on the statement of revenues and certain operating expenses expresses anunqualified opinion and includes an explanatory paragraph referring to the purpose of the statement)and is so incorporated in reliance upon the report of such firm given upon their authority as experts inaccounting and auditing.

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INCORPORATION BY REFERENCE

In this prospectus, we ‘‘incorporate by reference’’ certain information we filed with the SEC, whichmeans that we may disclose important information to you by referring you to other documents that wehave previously filed with the SEC. The information incorporated by reference is considered to be partof this prospectus. We incorporate by reference the documents listed below, except for any documentor portion thereof deemed to be ‘‘furnished’’ and not filed in accordance with SEC rules:

• our Annual Report on Form 10-K for the year ended December 31, 2019, filed March 5, 2020;

• the information specifically incorporated by reference into our Annual Report on Form 10-K forthe year ended December 31, 2019 from our Definitive Proxy Statement on Schedule 14A filedon April 20, 2020;

• our Current Reports on Form 8-K or 8-K/A, as applicable, filed on August 21, 2019, January 13,2020, January 15, 2020, February 14, 2020, March 13, 2020, April 15, 2020 and April 20, 2020.

The information contained in this prospectus should be read together with the information in thedocuments incorporated by reference.

You can obtain any of the documents incorporated by reference in this document from us, or fromthe SEC through the SEC’s website at the address www.sec.gov. Documents incorporated by referenceare available from us without charge, excluding any exhibits to those documents, unless the exhibit isspecifically incorporated by reference as an exhibit in this document. You can obtain documentsincorporated by reference in this document, at no cost, by requesting them in writing or by telephonefrom us at the following address or telephone number or at our website at www.bcindustrialiv.com:

Black Creek Industrial REIT IV Inc.518 Seventeenth Street, 17th Floor

Denver, Colorado 80202Tel.: (303) 228-2200

Attn: Investor Relations

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ADDITIONAL INFORMATION

We have filed with the SEC a registration statement under the Securities Act on Form S-11regarding this offering. This prospectus, which is part of the registration statement, does not contain allthe information set forth in the registration statement and the exhibits related thereto filed with theSEC, reference to which is hereby made.

We are subject to the informational reporting requirements of the Exchange Act, and, under theAct, we will file reports, proxy statements and other information with the SEC. You may read and copyany document that we have filed with the SEC at the public reference facilities of the SEC at100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for furtherinformation on the operation of the public reference facilities. These documents also may be accessedthrough the SEC’s electronic data gathering analysis and retrieval system, or EDGAR, via electronicmeans, included on the SEC’s Internet website, www.sec.gov.

You may also request a copy of these filings at no cost, by writing or telephoning us at:

Black Creek Industrial REIT IV Inc.518 Seventeenth Street, 17th Floor

Denver, Colorado 80202Tel.: (303) 339-3650 Attn: Investor Relations

Within 120 days after the end of each fiscal year we will provide to our stockholders of record anannual report. The annual report will contain audited financial statements and certain other financialand narrative information that we are required to provide to stockholders.

We also maintain an internet site at www.bcindustrialiv.com, where there may be additionalinformation about our business, but the contents of that site are not incorporated by reference in orotherwise a part of this prospectus.

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FINANCIAL STATEMENTSINDEX TO FINANCIAL STATEMENTS

Page

Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . *Consolidated Balance Sheets as of December 31, 2019 and 2018 . . . . . . . . . . . . . . . . . . . . . . . . *Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018, and 2017 . *Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31,

2019, 2018, and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *Consolidated Statements of Equity for the Years Ended December 31, 2019, 2018, and 2017 . . . . *Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018, and 2017 *Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *Financial Statements of Real Property Acquired—Dallas Infill Industrial PortfolioStatement of Revenues and Certain Expenses for the Three Months Ended March 31, 2019

(unaudited) and for the Year Ended December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . *Notes to the Statement of Revenues and Certain Expenses for the Three Months Ended

March 31, 2019 (unaudited) and for the Year Ended December 31, 2018 . . . . . . . . . . . . . . . . *Pro Forma Financial Information—Black Creek Industrial REIT IV Inc.Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2019

(unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *Notes to the Pro Forma Consolidated Statement of Operations for the Year Ended

December 31, 2019 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *

* See ‘‘Incorporation by Reference’’ section of the prospectus included in this registration statement.

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APPENDIX A: FORM OF SUBSCRIPTION AGREEMENT

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APPENDIX B: FOURTH AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN

This FOURTH AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN (the‘‘Plan’’) is adopted by Black Creek Industrial REIT IV Inc., a Maryland corporation (the ‘‘Company’’)pursuant to its charter (the ‘‘Charter’’). Unless otherwise defined herein, capitalized terms shall havethe same meaning as set forth in the Charter.

1. Distribution Reinvestment. As agent for the stockholders (the ‘‘Stockholders’’) of the Companywho elect to participate in the Plan, the Company will apply all cash dividends and other cashdistributions declared and paid in respect of the shares of the Company’s common stock (the ‘‘Shares’’)held by each participating Stockholder (the ‘‘Dividends’’), including Dividends paid with respect to anyfull or fractional Shares acquired under the Plan, to the purchase of additional Shares of the same classfor such participating Stockholder to which such Dividends are attributable.

Additionally, as agent for the holders of partnership units (the ‘‘OP Units’’) of BCI IV OperatingPartnership LP (the ‘‘Partnership’’) who acquire such OP Units as a result of any transaction of thePartnership, and who elect to participate in the Plan (together with the participating Stockholders, the‘‘Participants’’), the Partnership will apply all distributions declared and paid in respect of the OP Unitsheld by each Participant (the ‘‘Distributions’’), including Distributions paid with respect to any full orfractional OP Units, to the purchase of Shares having the same class designation as the applicable classof OP Units for such Participant to which such Distributions are attributable.

2. Effective Date. The effective date of this Plan is September 5, 2019.

3. Procedure for Participation. Any Stockholder or holder of OP Units who has received aprospectus and purchases Shares in the Company’s follow-on offering after the effective date of thePlan will become a Participant by noting such election on their subscription agreement. Anystockholder, who has received a prospectus and initially elected not to be a Participant, may elect tobecome a Participant by completing and executing the subscription agreement, an enrollment form orany other appropriate authorization form as may be available from the Company, the Partnership, theDealer Manager or a participating broker dealer. Participation in the Plan will begin with the nextDividend or Distribution payable after acceptance of a Participant’s subscription, enrollment orauthorization. Shares will be purchased under the Plan on the date that Dividends or Distributions arepaid by the Company or the Partnership, as the case may be. The Company may elect to denyparticipation in the Plan with respect to a Stockholder or holder of OP Units that resides in ajurisdiction or foreign country where, in the Company’s judgment, the burden or expense of compliancewith applicable securities laws makes participation impracticable or inadvisable.

4. Suitability. Each Participant is requested to promptly notify the Company in writing if theParticipant experiences a material change in his or her financial condition, including the failure to meetthe income, net worth and investment concentration standards imposed by such Participant’s state ofresidence and set forth in the Company’s most recent applicable prospectus or if the Participant cannotmake the other representations or warranties as set forth in the Company’s most recent applicableprospectus or subscription agreement, enrollment form or other authorization form, such Participantwill promptly so notify the Company in writing.

5. Purchase of Shares.

(a) Participants will acquire Shares under this Plan (the ‘‘Plan Shares’’) from the Company at aprice equal to the transaction price (the ‘‘Transaction Price’’) in effect on the distribution date,which will generally be the most recently disclosed monthly net asset value (‘‘NAV’’) per Shareapplicable to the class of Shares purchased by the Participant. Although the Transaction Pricefor Shares of the Company’s common stock will generally be based on the most recentlydisclosed monthly NAV per share, the NAV per share of such stock as of the date on which aParticipant’s purchase is settled may be significantly different. The Company may offer Shares

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at a price that it believes reflects the NAV per share of such stock more appropriately thanthe most recently disclosed monthly NAV per share, including by updating a previouslydisclosed Transaction Price, in cases where the Company believes there has been a materialchange (positive or negative) to its NAV per Share relative to the most recently disclosedmonthly NAV per Share. No selling commissions will be payable with respect to Sharespurchased pursuant to this Plan. Participants in the Plan may also purchase fractional Sharesso that 100% of the Dividends or Distributions will be used to acquire Shares. However, aParticipant will not be able to acquire Plan Shares to the extent that any such purchase wouldcause such Participant to exceed the Aggregate Share Ownership Limit or the Common ShareOwnership Limit as set forth in the Charter or otherwise would cause a violation of the Shareownership restrictions set forth in the Charter.

(b) Shares to be distributed by the Company in connection with the Plan will be supplied from:(a) Shares that are or will be registered with the Securities and Exchange Commission (the‘‘Commission’’) for use in the Plan, or (b) Shares purchased by the Company for the Plan in asecondary market (if available) or on a national stock exchange (if listed) (collectively, the‘‘Secondary Market’’).

(c) Shares purchased in any Secondary Market will be purchased by the Company at thethen-prevailing market price for Shares of the class purchased, which price will be utilized forpurposes of issuing Shares in the Plan. Shares acquired by the Company in any SecondaryMarket or Shares that the Company registers for use in the Plan may be at prices lower orhigher than the Share price that will be paid for the Plan Shares of that class pursuant to thePlan.

(d) If the Company acquires Shares in any Secondary Market for use in the Plan, the Companyshall use its reasonable efforts to acquire Shares at the lowest price then reasonably availablefor Shares of the class acquired. However, the Company does not in any respect guarantee orwarrant that the Shares so acquired and purchased by the Participant in the Plan will be atthe lowest possible price. Further, irrespective of the Company’s ability to acquire Shares inany Secondary Market or to register Shares to be used in the Plan in the future, the Companyis in no way obligated to do either, but may do so in its sole discretion.

6. Distributions in Cash. Notwithstanding anything herein to the contrary, the Company’s boardof directors, in its sole discretion, may elect to have any particular Dividend or Distribution paid incash, without notice to Participants, without suspending this Plan and without affecting the futureoperation of the Plan with respect to Participants.

7. Taxes. IT IS UNDERSTOOD THAT REINVESTMENT OF DIVIDENDS ANDDISTRIBUTIONS DOES NOT RELIEVE A PARTICIPANT OF ANY INCOME TAX LIABILITYWHICH MAY BE PAYABLE ON THE DIVIDENDS AND DISTRIBUTIONS. ADDITIONALINFORMATION REGARDING POTENTIAL PARTICIPANT INCOME TAX LIABILITY MAY BEFOUND IN THE PUBLIC FILINGS MADE BY THE COMPANY WITH THE COMMISSION.

8. Share Certificates. The ownership of the Shares purchased through the Plan will be inbook-entry form unless and until the Company issues certificates for its outstanding common stock.

9. Reports. Within 90 days after the end of the Company’s fiscal year, the Company shallprovide, or cause to be provided, to each Stockholder an individualized report on his or her investment,including the purchase date(s), purchase price and number of Shares owned, as well as the dates ofDividend and/or Distribution payments and amounts of Dividends and/or Distributions paid during theprior fiscal year. In addition, the Company shall provide or cause to be provided to each Participant anindividualized quarterly report at the time of each Dividend and/or Distribution payment showing thenumber of Shares owned prior to the current Dividend and/or Distribution, the amount of the current

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Dividend and/or Distribution and the number of Shares owned after the current Dividend and/orDistribution.

10. Termination by Participant. A Participant may terminate participation in the Plan at any time,without penalty, by delivering to the Company a written notice. Such notice must be received by theCompany at least one business day prior to a distribution date in order for a Participant’s terminationto be effective for such distribution date (i.e., a termination notice will be effective the day after it isreceived and will not affect participation in the Plan for any prior date). Any transfer of Shares by aParticipant to a non-Participant will terminate participation in the Plan with respect to the transferredShares. In addition, the receipt by the Company of a request from a Participant for redemption of allof the Participant’s Shares will terminate the Participant’s participation in the Plan. A Participant whochooses to terminate participation in the Plan must terminate his or her entire participation in the Planand will not be allowed to terminate in part. There are no fees associated with a Participant’stermination of his or her participation in the Plan. A Participant in the Plan who terminates his or herparticipation in the Plan will be allowed to participate in the Plan again by notifying the Company andcompleting any required forms, including an acknowledgment that the then-current version of theprospectus or a separate current prospectus relating solely to the Plan has been delivered or madeavailable to the Participant. If the Company intends to list the Shares on a national stock exchange thePlan may be terminated and any balance in a terminating Participant’s account that does not reflect awhole number of Shares will be distributed to the terminating Participant in cash. From and aftertermination of Plan participation for any reason, Dividends and/or Distributions will be distributed tothe Stockholder or holder of OP Units in cash.

11. Amendment or Termination of Plan by the Company. The Board of Directors may amend thePlan; provided that notice of any material amendment must be provided to participants at least 10 daysprior to the effective date of that amendment. The Board of Directors may suspend or terminate thePlan for any reason upon 10 days’ notice to the Participants. The Company may provide notice underthis Section 11 by including such information (a) in a Current Report on Form 8-K or in its annual orquarterly reports, all publicly filed with the Commission or (b) in a separate mailing to the Participants.

12. Liability of the Company. The Company shall not be liable for any act done in good faith, orfor any good faith omission to act, including, without limitation, any claims or liability (a) arising out offailure to terminate a Participant’s account upon such Participant’s death prior to receipt of notice inwriting of such death; or (b) with respect to the time and the prices at which Shares are purchased orsold for a Participant’s account. To the extent that indemnification may apply to liabilities arising underthe Securities Act, or the securities laws of a particular state, the Company has been advised that, inthe opinion of the Commission and certain state securities commissioners, such indemnification iscontrary to public policy and, therefore, unenforceable.

13. Governing Law. The terms and conditions of the Plan and its operation are governed by thelaws of the State of Maryland.

B-3

Page 466: P P C 4 R4P SS 7 4 4 SS P U U V P 1 1 1 4 4 1 #5 4 S V P 4 ... · 1 Filed pursuant to 424(b)(3) Registration No. 333-229136 BLACK CREEK INDUSTRIAL REIT IV INC. SUPPLEMENT NO. 5 DATED

No dealer, salesman or any other person has been authorized to give any information or to makeany representations other than those contained in the prospectus, and, if given or made, suchinformation and representations must not be relied upon. This prospectus does not constitute an offerto sell or a solicitation of an offer to buy any of the securities offered hereby in any state or to anyperson to whom it is unlawful to make such offer. Neither the delivery of this prospectus not any salemade hereunder shall, under any circumstances, create any implication that there has been no changein the affairs of the company since the respective dates at which information is given herein, or thedates thereof: however, if any material change occurs while this prospectus is required by law to bedelivered, this prospectus will be amended or supplemented accordingly.

$2,000,000,000 Maximum Offering

CLASS T, CLASS W AND CLASS I COMMON STOCK

PROSPECTUS

April 28, 2020


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