Is PATL11 worth it? Analysis of Pátria Logística FII

Recommendation: NEUTRO COM RISCO ALTO · Rating 5.1/10

Analysis and recommendation

⚠ This fund ceased trading on the exchange on May 11, 2026 — the principal repayment has already been executed and completed. PATL11 was a logistics real estate fund that owned 4 warehouses in Rio de Janeiro, Minas Gerais, and São Paulo, collected rent from companies such as BRF (Brasil Foods) and Groupe SEB, and passed it on as monthly distributions to unitholders. In Dec/2025, unitholders approved the full sale of the 4 properties to HGLG11 (CSHG Logística) for R$ 354.9 million; the sale was completed on May 4, 2026. The manager Pátria-VBI Asset Management — with over R$ 80 billion under management, one of the largest real-estate-fund managers in Brazil — carried out the process within the agreed schedule. Unitholders received HGLG11 units on July 3, 2026, and an additional R$ 7.26/unit in cash on July 7, 2026. Critical tax alert: anyone who did not report their average purchase cost to Vórtx (the administrator) by June 11, 2026, had up to 73% of that R$ 7.26 withheld as income tax — because the tax authority used the fund's lowest historical price as the cost basis, generating tax on a hypothetical gain. The R$ 0.57/unit paid monthly from 2021 to 2026 were real rental distributions; anyone who bought at the IPO for R$ 100/unit exited with a nominal loss even after adding all distributions. There is still a residual balance of PATL11 awaiting final principal repayment around November 2026, after the 6-month minimum guaranteed income owed by the fund to HGLG11 expires. For current unitholders: await the final principal repayment (~Nov/2026). For non-unitholders: the fund has been off the exchange since May 11, 2026 — it is no longer possible to buy or sell.

Investment thesis

PATL11 is no longer a long-term investment thesis and has instead become a late-stage exit arbitrage event. The window to report average cost to Vórtx closed on June 11, 2026, and the delivery of HGLG11 units takes place on July 3, 2026 — in less than 20 days. Between July 3 and July 7, 2026, unitholders will convert their stake in PATL11 into HGLG11 units + remaining cash. The May 2026 Monthly Report (ID 1220586) already shows the final structure: a book value of R$ 68.10/unit (post-sale of the properties), 100% of the investment held in HGLG11 units awaiting delivery, and liquidity in Government Bonds to cover withholding income tax. At R$ 64.15, the unit trades close to this book value (P/BV of 0.94).

Downside risks: (i) HGLG11 units are delivered at the HGLG market price on that date, not book value — if HGLG drops by July 3, the delivered value drops; (ii) a R$ 33.1M reserve for withholding income tax (a conservative assumption) reduces what remains for unitholders; (iii) the guaranteed minimum rent (RMG) causes PATL to disburse ~R$ 372k/month to HGLG for 6 months (already discounted from accounts); (iv) timeline: a little over 2 weeks until amortization (July 3-7).

Who it's for

Investors who already owned PATL11 and want to understand the exact liquidation schedule
Speculators who bought on the spread between the market price (R$ 66) and implied value (~R$ 72-73) and can tolerate 60 days of locked capital
Those who actually wanted HGLG11 anyway (exiting with its units at a lower average cost)
Unitholders who will report their average cost to Vórtx by June 11, 2026 (to lower effective withholding income tax)

Who it's not for

Long-term investors looking for an operating FII — this fund will cease to exist in July 2026
Those needing immediate liquidity — after May 11, 2026, selling is no longer possible
Those seeking continuous monthly income — the last DPU was paid on May 11, 2026
Those who do not want exposure to HGLG11 (the destination of this transaction)
Unitholders who fail to report their average cost by June 11, 2026 — withholding income tax may be calculated using the lowest historical price (R$ 40.02), resulting in higher taxes

Points of attention and risks

TAX ALERT: Up to 73% income tax withheld for those who did not report average price

Unitholders who did NOT report their average acquisition cost to Vórtx by June 11, 2026: income tax was calculated using PATL11's lowest historical price as the presumed average purchase price (R$ 39.81). With the total principal repayment of R$ 66.33/unit, the presumed gain was R$ 26.52/unit; 20% income tax = R$ 5.30/unit. Since the cash portion was only R$ 7.26/unit, the withheld income tax accounts for 73.05% of the cash portion. The HGLG11 unit portion was not taxed upon delivery — the income tax concentrated on the cash. Anyone who reported their average purchase price but still experienced improper withholding should contact investor relations at Vórtx DTVM. Average purchase price of received HGLG11 units = R$ 151.55/unit (acquisition cost reported by the manager — different from the R$ 166.58 issuance price; use R$ 151.55 on your income tax return).

Return of -23.6% in May/2026 is an accounting effect of the sale — not a real loss

The May/2026 Monthly Report (ID 1220586) reported an effective monthly return of -23.6%, with the book value per unit dropping from ~R$ 89.15 (Apr) to R$ 68.10 (May). This is NOT an operational loss: it is the accounting effect of the property sale transaction to HGLG11. The warehouses left the balance sheet (accounting fair value) and were replaced by HGLG11 units marked to market plus the write-off of the embedded capital gain. The book value of R$ 68.10 already reflects the amount that will actually be repaid to the unitholder (HGLG units + cash), close to the book value per unit previously estimated by the manager.

Liquidation completed — schedule July 3 (HGLG units) and July 7 (cash)

On May 4, 2026, the sale of the 4 properties to HGLG11 was completed for R$ 354.9M (acquisition price of R$ 356.0M minus capex of R$ 1.1M actually disbursed). Payment via 2,130,508 HGLG11 units at R$ 166.58. Final schedule confirmed: May 11, 2026, was the last trading session; June 30 = disclosure of the principal repayment amount; July 3, 2026 = delivery of HGLG11 units (in less than 20 days); July 7, 2026 = cash portion.

Unitholder converts to HGLG11 + cash — delivery in 18 days (July 3, 2026)

The unitholder will receive HGLG11 units + a cash portion. The delivery of HGLG11 units is scheduled for July 3, 2026 — in less than 20 days. The May/2026 Monthly Report confirms that 100% of the fund's investment is already in HGLG11 units (R$ 337.8M) awaiting this delivery, with a book value of R$ 68.10/unit. Delivery occurs at the HGLG market price on the date, not at the book value — if HGLG drops by July 3, the delivered value drops with it.

Reserve of R$ 33.1M for withholding income tax — may reduce what the unitholder receives in cash

To cover potential withholding income tax on capital gains, the fund is holding ~R$ 33.1M in cash (maximum tax rate of 20%). Conservative assumption: (i) lowest historical PATL unit price of R$ 40.02 as cost basis; (ii) 100% of unitholders with no average purchase cost reported. Calculation: post-HGLG book value per unit (R$ 73.19) - R$ 40.02 = R$ 33.17 hypothetical gain; withholding income tax 20% = R$ 6.63/unit withheld. The window to report average acquisition cost to Vórtx ended on June 11, 2026 — those who did not report will have their withholding income tax calculated using the conservative assumption; the exact amount will be set upon disclosure of the principal repayment on June 30, 2026.

6-month Minimum Guaranteed Income (MGI) — PATL disburses to HGLG

As part of the agreement, PATL guarantees HGLG revenue of ~R$ 3.17M/month (R$ 21.0/sqm) for 6 months in the event of vacancy/delinquency. Expected current portfolio revenue is ~R$ 2.97M/month (R$ 19.7/sqm) — estimated average monthly disbursement of R$ 372k over 6 months. The fund will maintain a minimum net assets of ~R$ 5M to honor the minimum guaranteed income. Positive balance (unused) is returned as an extra principal repayment. Negative balance is already deducted from accounts.

6-month tail — potential extra gain if HGLG resells the properties

Logan-style: If HGLG11 sells any of the 4 properties within the 6-month period for a price higher than the transaction value (net of costs), the extra gain is forwarded to PATL11 and added to the final principal repayment. This protects PATL against potential undervaluation — though it has a low probability given HGLG's long-term holding strategy.

Negative revaluation of R$ 38M on properties in 2025 — realized upon sale

The 2025 Financial Statements (Grant Thornton, Mar 31, 2026) showed a R$ 37.99M reduction in the fair value of the properties: Itatiaia dropped R$ 25.8M, RDN dropped R$ 12.4M. Cap rate rose from 7.75-8.00% (2024) to 8.75-9.25% (2025). The sale to HGLG was executed at 0.80x book value — a realized loss in practice. Unitholders who entered at the IPO (R$ 100/unit) or at the peak (R$ 105 in 2023) exit with a large nominal loss, even when adding distributions.

Vacancy rose to 12.8% physical / 17.5% financial — departure of SEB

April/2026 Management Report confirms 12.8% physical vacancy and 17.5% financial vacancy following SEB's departure in March/2026. Active negotiations in May/26: (i) Itatiaia — efforts focused on e-commerce and local industries, talks with a 'potential relevant player'; (ii) RDN — logistics operators in the food sector for 100% of the vacant area. This vacancy pertains to current operations during the minimum guaranteed income period — it may consume part of the minimum R$ 5M net assets reserved.

Final stretch of monthly distributions — R$ 0.57 paid on May 11, 2026

April/2026 earnings: revenue R$ 0.72/unit, distributable earnings R$ 0.62/unit, final distribution R$ 0.57/unit paid on May 11, 2026 (same date as the last trading session). Accumulated reserve of R$ 0.02/unit retained. This was very likely PATL11's last monthly distribution per unit — any additional earnings will be incorporated into the final principal repayment.

Pátria mega-merger — HGLG11 absorbs LVBI11 and PATL11

A operação PATL11 → HGLG11 faz parte da megafusão Pátria que consolida HGLG11 (CSHG Logística) com LVBI11 e PATL11. Pátria adquiriu/se fundiu com VBI Real Estate criando a Pátria-VBI Asset Management Ltda. Para o cotista: maior diversificação geográfica (HGLG tem 13+ ativos), redução de descontos por escala, alinhamento da gestão. Mas a tese de longo prazo passa a ser do HGLG11 — não mais a do PATL.

Is PATL11 trustworthy?

Our current reading of PATL11 is NEUTRO COM RISCO ALTO, with a score of 5.1/10. This score comes neither from the manager nor the administrator: it is Rico aos Poucos' editorial assessment, built from the documents the fund files with the CVM. Below is what supports it — and what argues against it.

Fund already liquidated in May/2026 — unitholders received HGLG11 units. It ranks 3rd only because the exit occurred via a quality asset (HGLG swap), but there is no longer an independent investment thesis and tax risk remains regarding up to 73% income tax for those who did not report their average price.

Risks that don't show up in PATL11's fact sheet

Transaction costs (fees, withholding income tax, final expenses)

The transaction incurs execution costs (brokerage, transfer taxes, final expenses) that will be deducted prior to amortization. Estimated at 1-3% of value — which may reduce the implied ~R$ 73/unit to ~R$ 70-71/unit.

Mismatch between sale date and HGLG11 market price

PATL11 received HGLG11 units at R$ 166.58 on May 4, 2026. If HGLG11 drops before unitholders receive them, the market value of the amortized units falls accordingly.

Unreported average cost = higher withholding income tax

Unitholders who DO NOT report their average cost by June 11, 2026, will have the lowest historical price used as their cost basis — for PATL11, this means R$ 44 (Jan/2025 low), increasing taxable capital gains.

Uncertain waiting time

Between the trading lock (May 12) and the actual receipt of HGLG11 units + cash, 30 to 90 days may pass. Capital remains tied up.

Conversion may result in fractional units

HGLG11 units are delivered proportional to the PATL11 position size — fractional shares may be converted to cash, complicating tax reporting.

Scenarios for PATL11

Scenario	Description
HGLG11 stable until July 3, 2026	Unitholders receive ~R$ 72-73/unit (HGLG units at market value ~R$ 166 + net cash portion after tax). Buyers at R$ 66.30 capture a ~10% gain in ~60 days.
HGLG11 rises 5-10% during the transition	If HGLG appreciates from R$ 166 to R$ 175-180 between May 4 and July 3, the value delivered to PATL unitholders rises accordingly. Total gain can reach 15-18%.
Unitholder reports average cost — lower effective withholding income tax	Those who report their real average cost to Vórtx by June 11 can see withholding income tax drop below the assumed R$ 6.63/unit (some unitholders will pay R$ 0). Higher cash balance to be received.
HGLG11 drops 5-10% until delivery	Short-term stress scenario in the logistics FII market. If HGLG falls from R$ 166 to R$ 150-155, the value delivered to PATL unitholders drops alongside it — potentially yielding a slight loss relative to R$ 66.30.
Unitholder does not report average cost — full withholding income tax (R$ 6.63/unit)	Anyone missing the June 11, 2026 deadline will have their withholding income tax calculated using the LOWEST historical price of R$ 40.02, triggering a tax retention of R$ 6.63/unit (20% of R$ 33.17 hypothetical gain). Unitholders who entered above R$ 73 would normally have a loss — yet will still pay tax.
Vacancy during guaranteed minimum rent eats into the minimum R$ 5M net assets	If Itatiaia/RDN remain vacant during the 6 months of guaranteed minimum rent, PATL disburses up to R$ 372k/month to HGLG. In a worst-case scenario, the R$ 5M minimum net assets are depleted, and part of the final amortization is lower than expected.

Conclusion

PATL11 is no longer a brick-and-mortar Brazilian REIT-style fund (FII); it is an exit event thesis with a published final timeline. The April 2026 Management Report (ID 1189509) confirms that (i) the sale of the 4 properties to HGLG11 was finalized on May 4, 2026 for R$ 354.9M with final capex lower than estimated; (ii) the last monthly DPU of R$ 0.57/unit was paid on May 11, 2026, the same date as the last trading session; (iii) the amortization schedule has exact dates: June 11 (average cost deadline), June 30 (disclosure), July 3 (delivery of HGLG units), and July 7 (cash portion).

The unitholder who bought PATL11 at R$ 66.30 (market price April 30) and holds until amortization will receive HGLG11 units + cash portion with an estimated value of R$ 70-74/unit (book value per unit post-HGLG = R$ 73.19 according to the manager itself) — a spread of ~10% in 60 days. Critical variables: HGLG market price upon delivery (July 3) and effective withholding income tax (R$ 0 to R$ 6.63/unit depending on whether average cost was reported).

Existing PATL11 unitholders must do TWO things by June 11, 2026: (1) decide whether they still want to hold HGLG11 — this is the destination, with no turning back; (2) obligatorily report the average acquisition cost to Vórtx via the Cuore platform — those who fail to report may have their withholding income tax calculated based on the LOWEST historical price (R$ 40.02), resulting in R$ 6.63/unit withheld even if the unitholder bought above R$ 73 (and therefore had no real capital gain).

Frequently asked questions

Is PATL11 good? Is it worth investing?

Current recommendation: NEUTRO COM RISCO ALTO. Rating 5.1/10. ⚠ This fund ceased trading on the exchange on May 11, 2026 — the principal repayment has already been executed and completed. PATL11 was a logistics real estate fund that owned 4 warehouses in Rio de Janeiro, Minas Gerais, and São Paulo, collected rent from companies such as BRF…

PATL11: buy or sell?

Our current read on PATL11 is “NEUTRO COM RISCO ALTO”. Rating 5.1/10. Assess it against your risk profile and the points of attention listed above.

What are PATL11's risks?

The main points of attention for Pátria Logística FII include: TAX ALERT: Up to 73% income tax withheld for those who did not report average price; Return of -23.6% in May/2026 is an accounting effect of the sale — not a real loss; Liquidation completed — schedule July 3 (HGLG units) and July 7 (cash); Unitholder converts to HGLG11 + cash — delivery in 18 days (July 3, 2026).

Who is PATL11 suitable for?

PATL11 is suitable for: Investors who already owned PATL11 and want to understand the exact liquidation schedule Speculators who bought on the spread between the market price (R$ 66) and implied value (~R$ 72-73) and can tolerate 60 days of locked capital Those who actually wanted HGLG11 anyway (exiting with its units at a lower average cost)