Recommendation: NEUTRO COM RISCO ALTO · Rating 4.2/10
TRXB11 is an atypical case in the FII market: 98.92% of the units are held by TRXF11, which acts as the controller and administrator of the portfolio. The public free float (~40,634 units, ~R$ 7.2M in floating capital) is so small that the unit trades at an 80% artificial premium over book value (P/BV of 1.80) — this is a liquidity artifact, not a value thesis. For the retail investor who purchased units in the secondary market, the primary risk is an eventual going-private transaction or incorporation by TRXF11 at fair value (~R$ 98.70/unit = BV), which would imply a loss of ~44% over the current R$ 177.55. The fund is structured as a Professional Investor fund with a restricted target audience. Most properties are held within SPE COOKEI 53 (95% of NAV) with an atypical lease to PCAR3/Sendas through Jun/2035. DPU fluctuates wildly (R$ 1 to R$ 6.5/unit) due to occasional sales with capital gains. Verdict: UNDER REVIEW — we recommend non-professional investors consider TRXF11 (direct peer, liquid, and trading at a P/BV of 0.92).
Our current reading of TRXB11 is NEUTRO COM RISCO ALTO, with a score of 4.2/10. 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.
TRX Real Estate II is an SLB vehicle controlled 98.9% by TRXF11, with a 1% free float and a P/BV of 1.71, which is an artifact of low liquidity. Professional audience and 54% leverage. Speculative.
Safety in a REIT is not yes or no — it is how much risk you accept. TRXB11 has a muito_alto risk profile. What that means in practice:
| Component | Level |
|---|---|
| Concentração | 5.0 |
| Price volatility | 4.5 |
| Dividend volatility | 5.0 |
| Liquidez | 4.0 |
| Underlying asset risk | 3.5 |
| Financial/leverage risk | 4.5 |
With 98.92% of the units, TRXF11 can propose a total incorporation at any time. Current quote of R$ 177.55 vs. book value per unit of R$ 98.70 — incorporation at book value would imply a ~44% loss for those who bought in the secondary market. The last major move was TRXF11's 12th Offering (Mar/26), which already absorbed part of the assets.
Track TRXF11 meeting schedules and market announcements. In the event of an incorporation proposal, decide between receiving TRXF11 units or demanding reimbursement at book value.
Auditor EY highlighted in a qualification (2025 Financial Statements) that SPE COOKEI's valuation uses a discounted cash flow model with subjective assumptions. Changes in assumptions (cap rate, vacancy, indices) can move book value significantly. In 2025, the SPE was revalued at -1.58% — a small accounting loss hidden behind the aggregate number.
Compare annual appraisal reports and challenge assumptions via formal CVM consultation.
Atypical leases feature robust guarantees (early termination penalties covering residual rent), but if PCAR3 enters judicial reorganization (rather than out-of-court reorganization like now), there is a risk of these covenants being revised through the reorganization plan. The 57% creditor adhesion to the out-of-court restructuring plan on 05/06/26 materially mitigates this, but the binary risk remains.
Monitor judicial homologation of PCAR3's out-of-court plan and monthly rental revenues reported by TRX.
Limit position size to 0.5–1% of liquid portfolio; establish an exit plan before entering.
The DPU ranged from R$ 1.00 to R$ 6.50 per unit over the last 12 months, driven by one-off property sales with capital gains. On a recurring basis (excluding sales), the sustainable DPU is likely ~R$ 1.00 — implying a dividend yield of ~6.8% at the current price of R$ 177.55, which is below the Selic rate.
Investors should rely on the recurring DPU (R$ 1.00) in their valuation rather than the 12-month average, which includes extraordinary gains.
| Scenario | Description |
|---|---|
| Liquidation or buyout at a premium to book value | In an unlikely scenario, TRXF11 could propose a merger with a tag-along tender offer (OPA) paying above book value (rare for FIIs). Secondary market buyers could then realize a small markup. |
| Falling Selic rate + PCAR3 recovery + new property sale with capital gains | In a virtuous cycle of declining Selic rates and the completion of PCAR3's recovery, TRX may sell additional properties at a gain — lifting the one-off DPU and repricing the retail real estate thesis. |
| Merger announced by TRXF11 at book value | The most likely medium-term base case: TRXF11 absorbs TRXB11 entirely at book value (R$ 98.70 per unit). This implies a loss of ~44% for investors who bought on the secondary market at R$ 177.55. |
| PCAR3 files for court-supervised reorganization and revises build-to-suit (SLB) leases | If the current out-of-court reorganization fails or a residual default occurs, PCAR3 could file for formal court-supervised reorganization and propose revisions to its atypical leases (representing 34% of TRXB11's revenue). Unit prices could drop by 20% or more. |
| Negative revaluation of SPE COOKEI 53 | Changes to assumptions in the special purpose entity (SPE) appraisal report (such as cap rates and discount rates) could slash book value by 5% to 15% — and the current P/BV premium is already stretched. |
TRXB11 is an atypical case in the universe of Brazilian FIIs: 98.92% of units are held by TRXF11, with only 603 other unitholders splitting 1.08% of the capital. The market price of R$ 177.55 (P/BV of 1.80) is a mathematical artifact of low liquidity—fundamentally, the asset is worth its book value (BV) of R$ 98.70. Any structural movement (merger, unit swap, closing) tends to respect the book value, implying a nominal loss of up to 44% for anyone who bought in the secondary market.
The portfolio itself is solid: 14 sale-leaseback (SLB) properties with Sendas/Assaí (66% of revenue, investment grade) and PCAR3 (34%, undergoing out-of-court reorganization with a recent agreement on May 6, 2026, that mitigated risk). Long atypical leases running through 2035, zero vacancy, zero delinquency. However, 95% of net assets are held within the COOKEI 53 SPV, evaluated via the equity method with subjective assumptions—EY's auditor highlighted this as a key audit matter.
Recurrent DPU is R$ 1.00/month (R$ 12/year), yielding a dividend yield of only 6.76% on the current price—below the Selic, Brazil's policy rate (14.5%). The reported 12-month dividend yield (15.77%) includes extraordinary property sales (R$ 5.00 in Nov/2024, R$ 6.16 in Dec/2024, R$ 6.50 in Nov/2025)—non-recurrent events that distort the analysis.
For investors seeking the TRX retail SLB thesis, TRXF11 is the natural vehicle: same manager, open governance, P/BV of 0.92, sustainable dividend yield of 12.15%, and 20× higher liquidity (R$ 22.9M/day vs. R$ 5.3M/day inflated).
Current recommendation: NEUTRO COM RISCO ALTO. Rating 4.2/10. TRXB11 is an atypical case in the FII market: 98.92% of the units are held by TRXF11 , which acts as the controller and administrator of the portfolio. The public free float (~40,634 units, ~R$ 7.2M in floating capital ) is so small that the unit trades at an 80% artificial…
Our current read on TRXB11 is “NEUTRO COM RISCO ALTO”. Rating 4.2/10. Assess it against your risk profile and the points of attention listed above.
The main points of attention for TRX Real Estate II include: 98.92% of units held by TRXF11 (sole controller); P/BV of 1.80 is an artifact of low liquidity — not a value fundamental; 95% of NAV in shares of SPE COOKEI 53 (indirect structure); Professional Investor target audience — regulatory exit risk.
TRXB11 is suitable for: Professional/institutional investors aligned with the TRX strategy and the GPA/Sendas thesis Those seeking high exposure to atypical retail SLBs through 2035 (PCAR3 + ASAI3) Speculators betting on a discount reduction via total incorporation by TRXF11 or liquidation at a premium (unlikely scenario)