Ben Roper, a real estate investment professional specializing in real estate investment trust growth and Section 721 exchanges, is highlighting the increasing role of UPREIT transactions as a viable alternative to traditional multifamily property exits. Roper works closely with multifamily owners and developers exploring long-term, tax-efficient transition strategies, including contributing property to a REIT in exchange for operating partnership units rather than selling outright.
For many owners, the traditional sell-or-hold decision is too limiting, according to Roper. UPREITs introduce a third option that allows owners to maintain economic exposure, defer capital gains taxes, and diversify risk without stepping away entirely. This development matters because it represents a fundamental shift in how property owners approach wealth preservation and succession planning in an increasingly complex real estate environment.
UPREIT structures have historically been associated with large institutional platforms, but Roper says that is changing, particularly as private multifamily owners seek more sophisticated solutions for succession planning, portfolio diversification, and long-term income generation. Over the course of his work in REIT growth and structured transactions, Roper has supported multiple successful third-party UPREIT contributions, working directly with unaffiliated owners to structure tax-efficient transitions aligned with long-term goals.
These aren't theoretical structures anymore, Roper said. Owners are actively choosing UPREITs because they solve real problems including taxes, concentration risk, estate planning, and timing. That activity coincides with a broader increase in UPREIT adoption. In 2025, Capital Square where Roper focuses on strategic REIT growth initiatives completed its most active year in firm history, surpassing $1 billion in dispositions and executing a record number of UPREIT transactions.
During the year, Capital Square Housing Trust nearly doubled its gross asset value and completed five UPREIT acquisitions, including multiple third-party, whole-property contributions from unaffiliated owners. This growth signals a maturing market for alternative exit strategies that could reshape how multifamily assets change hands in coming years.
Roper notes that many multifamily owners face similar challenges as their assets mature: large embedded capital gains, rising operational complexity, and uncertainty around reinvestment timing. An UPREIT transaction allows an owner to contribute property to a REIT in exchange for OP units, offering several potential benefits including tax deferral under Internal Revenue Code Section 721, continued participation in real estate upside through REIT ownership, portfolio diversification beyond a single asset or market, potential liquidity over time rather than a single exit event, and estate and succession planning flexibility.
For owners who have spent years building value, the question becomes how to transition intelligently, Roper said. UPREITs allow them to step back operationally while staying invested economically. This approach matters because it addresses the growing need for intergenerational wealth transfer solutions in real estate, particularly as baby boomer property owners approach retirement age.
Roper emphasizes that UPREIT transactions require patience, education, and alignment and are not appropriate for every situation. These conversations take time, he said. You have to understand an owner's tax profile, timeline, and priorities before even discussing structure. His role often involves engaging owners months in advance, helping them evaluate whether an UPREIT aligns with their long-term objectives and guiding them through the process with clarity and discipline.
As interest rates, market cycles, and tax policy continue to evolve, Roper believes UPREITs will play an increasingly important role in the multifamily exit landscape particularly for owners seeking alternatives to taxable sales or 1031 exchanges. UPREITs aren't about timing the market, he said. They're about aligning structure with intent. Roper encourages multifamily owners to begin learning about structured exit options well before a sale becomes imminent. The best outcomes happen when owners plan early, he said. That's when you have the most flexibility.
