Noyack Logistics Income REIT, Inc. (“NREIT1”)
The material contained herein does not constitute an offer to sell or a solicitation of any offer to purchase shares of stock in Noyack Logistics Income REIT, Inc. (“NREIT1”), nor shall there be any sale of such interests in any state or other jurisdiction in which such offer or solicitation would be unlawful. Offers for the sale of any such shares will only be made to accredited investors, who meet the suitability standards, as described in the Noyack Logistics Income REIT, Inc. Confidential Private Placement Memorandum (the “Memorandum”), which is distributed by NREIT1 at the commencement, and during the course of the offering of its shares of stock. Investments in NREIT1’s shares are not suitable for all investors. Investments involve a high degree of risk and should only be considered by investors who can withstand the loss of their entire investment. Prior to purchasing any such interests, prospective investors should carefully review the Memorandum, including the “Risk Factors” section, and any supplement thereto. Investors should perform their own investigations before considering an investment in such interests and consult their own legal and tax advisors. The information contained herein is qualified in its entirety by reference to the Memorandum.

The past performance of NREIT1 and NREIT1’s affiliates described herein is not indicative, nor a guaranty, of NREIT1’s future results and no assurance can be given that any of NREIT1’s investments will be liquidated on similar terms as those described herein or at a profit, or the amount of profit, if any. Accordingly, there is no guarantee that NREIT1’s performance will be similar to the prior performance of NREIT1 and NREIT1’s affiliates. Any historical returns, expected returns, or probability projections may not reflect actual future performance.

While the data we use from third parties is believed to be reliable, we cannot ensure the accuracy or completeness of data provided by investors or other third parties.

Neither NOYACK nor any of its affiliates provides tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence. Prospective investors should confer with their personal tax advisors regarding the tax consequences based on their particular circumstances. Neither NOYACK nor any of its affiliates assumes responsibility for the tax consequences for any investor of any investment.

THE FACT SHEET AND THE OFFERING MATERIALS (CONSISTING OF THE MEMORANDUM AND ANY RELATED DOCUMENTS) MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, NREIT1, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO NREIT1’S MANAGEMENT. WHEN USED IN THE FACT SHEET AND THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE NREIT1’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. NREIT1 DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. YOU SHOULD READ THE MEMORANDUM IN ITS ENTIRETY.

The information contained herein is strictly confidential and only intended for the recipient and may not be redistributed without the prior consent of NREIT1. You may not disseminate, disclose or engage in any business activity based upon or otherwise use the information herein for any purpose other than an evaluation of a potential transaction described herein. You should conduct your own independent analysis of the information contained or referred to herein. Nothing contained herein is, or shall be relied upon as, a promise or representation as to any past, present or future events or results. You acknowledge and agree that NREIT1 and its representatives are under no obligation to accept any offer or proposal by any person or entity regarding a potential transaction.

While NREIT1 expects to seek a liquidity transaction, there can be no assurance that an acceptable transaction will be available or that the market conditions for a transaction will be favorable during that time period. As a result, investors may be required to hold their shares for an indefinite period of time.

Private securities offerings are not registered with the SEC and are considered highly speculative. An investment in private securities is speculative, involves a high degree of risk and may result in the loss of your entire capital contribution.

NOTES TO RETURN PERFORMANCE COMPARISON

¹   Performance data provided on each third-party issuer’s website and covers the same period through December 31, 2024. NOYACK has not separately verified accuracy of the performance data with each third-party issuer. Actual individual investor performance may differ based on share class; past performance is historical and not a guarantee of future results.

²   The 2024 net return is as of December 31, 2024, and reflects each monthly total net return from January 2024 through December 2024. The monthly total net return is calculated by adding the aggregate dividends paid, assuming amounts are reinvested, and appreciation in net asset value. All returns are net of fees.

³   The 2-year net return is as of December 31, 2024, and reflects each monthly total net return from January 2023 through December 2024. The monthly total net return is calculated by adding the aggregate dividends paid, assuming amounts are reinvested, and appreciation in net asset value. All returns are net of fees.

⁴   Represents Class S shares with Sales Charges for each respective REIT.

⁵   Represents Class A shares with Sales Charges for each respective REIT.

NOTES TO TAX ADVANTAGES OF TOP PERFORMING REITS

¹   This example is provided for illustrative purposes only and is intended to show the likely effects of existing tax laws. There can be no guarantee that future results will be similar to the illustration provided or that NREIT1 will execute its investment strategy and/or investment objectives, be profitable or avoid losses. NREIT1 currently believes that the assumptions referenced are reasonable under the conditions, and there is no guarantee that the conditions upon which the assumptions are based will materialize or become applicable. This illustration is not a forecast, and all assumptions are conditional upon uncertainties, fluctuations and other risks, any of which may cause the applicable factual, financial and other results to be substantially different from the example provided. This assumption should not be relied on, and no assurance, representation or warranty is made that any of the assumptions will be achieved. Stockholders may also be subject to federal net investment income taxes of 3.8% and/or state income tax in the applicable state of residence, which would lower the after-tax yield received by the stockholder.

²   Distribution payments from stocks or bonds are not guaranteed. NREIT1 may pay distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and advances or the deferral of fees and expense reimbursements, and NREIT1 has no limits on such amounts it may pay from such sources.

³  At this time, the 20% rate deduction to individual tax rates on the ordinary income portion of REIT distributions is set to expire on December 31, 2025.

NOTES TO PROJECTED RETURN OF INVESTMENT

¹  Projected performance does not represent an actual investment and frequently has sharp differences from actual returns. Projected returns are inclusive of appreciation and reinvestment of dividends. While NREIT1 expects to seek a liquidity transaction in the future, there can be no assurance that an acceptable transaction will be available or that the market conditions for a transaction will be favorable during that time period. As a result, investors may be required to hold their shares beyond the projected liquidity date. Furthermore, an investment in NREIT1 has the potential for partial or complete loss of funds invested.