Important Notice: The material fact released by Banco Genial S.A. and Patria Investimentos Ltda. on 09/23/2026 alters the structural terms of the 10th unit offering by the real estate fund HGRE11. The primary change is the removal of the unit-for-property payment mechanism, making the offering exclusively financial, alongside the opening of a withdrawal period for registered investors.
What Changed in HGRE11's 10th Offering in September 2026?
Operational structure shift. The material fact published on the evening of 09/23/2026 confirmed changes to the 10th unit offering of the real estate fund HGRE11 (Patria Escritórios FII), completely eliminating the option to use new units as payment for acquiring properties or assets (in-kind contributions/compensation).
Previously, following the General Unitholders' Meeting (AGE) approval on 07/31/2026, the R$ 700 million 10th offering was projected to serve both for capital raising and as a corporate "currency" to directly incorporate corporate office portfolios via units. With the publication of the new document, the manager Patria and administrator Banco Genial S.A. closed the door on this asset-swap model.
The offering remains fixed at a total amount of R$ 699,999,970.80, corresponding to the issuance of 4,773,595 units at an issue price of R$ 146.64 per unit, plus a primary distribution fee of R$ 0.07 per unit. A minimum offering amount of R$ 1,000,084.80 (equivalent to 6,820 units) was also established for the offering to proceed.
Why Did Management Remove the Asset-Swap Option?
To protect net asset value. By eliminating the possibility of paying for assets with units at the issue price, Patria's management is focusing on direct cash capital raising, avoiding complex transactions that could raise questions about the valuation of properties contributed in exchange for fund paper.
Our previously published thesis highlighted that HGRE11 was trading on the secondary market at R$ 114.32 per unit, presenting a considerable discount relative to its net asset value per unit of R$ 150.56 (with a P/NAV of 0.7593 and total net equity at R$ 1.78 billion). By setting the issue price at R$ 146.64—very close to the calculated net asset value per unit of R$ 146.64 at the time of approval—the offering prevents immediate net asset dilution for existing unitholders.
If property contributions had been maintained without transparent pre-defined targets, the fund would have run the risk of accepting assets priced misaligned with the high-quality office slabs in its portfolio. Without this feature, the offering now relies purely on market demand for new cash at the fund's net asset value.
What Are the Preemptive Rights and Withdrawal Rules?
The factor is set at 0.40393375499 per unit. Investors who already held HGRE11 fund units on the preemptive rights record date will be able to subscribe to 0.40393375499 new units for each unit they hold in their portfolio.
Due to the prospectus update and the terms of the offering promoted by the material fact on 09/23/2026, a mandatory withdrawal period was opened. Investors who had already submitted subscription orders or accepted the offering before the modification may cancel their orders without any cost or penalty between 09/24/2026 and Jan 10, 2026.
| Offering Parameter | Material Fact Data (09/23/2026) | Impact on Unitholder |
|---|---|---|
| Initial Total Amount | R$ 699,999,970.80 | Maximum intended raise of 4,773,595 units |
| Minimum Amount | R$ 1,000,084.80 | At least 6,820 units required for effectiveness |
| Price per Unit | R$ 146.64 | Aligned with Net Asset Value (R$ 146.64 at AGE) |
| Distribution Fee | R$ 0.07 | Direct additional primary distribution cost |
| Preference Factor | 0.40393375499 | Guarantees proportional subscription rights |
| Withdrawal Window | 09/24/2026 to Jan 10, 2026 | Legal deadline for canceling prior orders |
How Does HGRE11's Market Discount Affect the Offering?
It creates a challenge for retail investors. Because the secondary market price closed at R$ 114.32, acquiring a new unit through the offering at R$ 146.64 (plus the R$ 0.07 fee) means paying about 28% above the price traded on B3.
For this reason, the offering was designed for institutional and professional investors targeting long-term allocation at the fund's net asset value or specific structures. For small investors looking for an attractive hgre11 price on the exchange, buying directly on the secondary market at a P/NAV of 0.7593 remains significantly more advantageous than exercising preemptive rights at R$ 146.64.
This secondary market discount creates the probability that retail capital raising will be low, concentrating the offering's success on participation from large allocators or the minimum threshold of R$ 1,000,084.80 required to proceed.
What Is the Context of the Fund's Assets and the Sale of Edifício Alegria?
Operational recovery and value unlocking. HGRE11 holds 13 commercial buildings in São Paulo, Rio Grande do Sul, and Rio de Janeiro, with 86% of its net asset value concentrated in Class A/AAA assets in Greater São Paulo.
The backdrop for HGRE11 today shows active management that recently signed a binding commitment on 08/28/2026 to sell Edifício Alegria—a 100% vacant Class C building in Brás—for R$ 115.5 million. The price was more than double its appraisal report value of R$ 57.14 million, boosted by the approval of São Paulo City Hall's new Central Sector Urban Intervention Plan (PIU), which raised the land's value for residential projects.
The Alegria transaction generates a cash gain of R$ 42.73 million (equivalent to R$ 3.62 per unit), to be received in 5 installments, while eliminating an annual expense of R$ 2.09 million in property taxes (IPTU) and condo fees for a vacant property. This move reinforces that the net asset value of R$ 150.56 is supported by actual asset sales above appraisal reports.
On the leasing front, HGRE11's physical vacancy rose from 5.8% to 6.6% (with financial vacancy at 8.1%) due to space returned by Armac in Edifício Jatobá in July 2026. Patria's management is in advanced talks to re-lease approximately 3,000 square meters in Jatobá itself, while keeping the fund's two largest contracts fully locked in for the long term: Totvs in Edifício Sêneca through July 2033 and Vivo in Chucri Zaidan through 2031 (together, they represent 46% of the fund's recurring revenue).
Does HGRE11 Pay Consistent Monthly Dividends in 2026?
Yes, maintaining R$ 0.85 per unit. The fund has paid a regular monthly distribution of R$ 0.85 per unit throughout all of 2026, backed by an accumulated earnings reserve of R$ 2.58 per unit at the end of July (with prior estimates reaching R$ 3.03 per unit before mid-year adjustments).
Management's official guidance projects maintaining the R$ 0.85 per unit level in the second half of 2026, with a target of gradually recovering recurring earnings to R$ 0.87 per unit as new leases are finalized. With the unit price at R$ 114.32, the annualized dividend yield is projected at approximately 9.29% per year based on the market price, outperforming the fund's net asset dividend yield (7.0% p.a. on NAV).
This spread between the market dividend yield and the net asset yield forms the core thesis for investors evaluating whether hgre11 is a solid brick-and-mortar fund to hold during high-interest-rate cycles.
Rico aos Poucos Verdict: ACCUMULATE (Rating 7.0)
The modification to the 10th offering published in the 09/23/2026 material fact is positive from a governance standpoint: by eliminating the asset swap for new units without a previously disclosed destination, Patria's management removes uncertainties surrounding disorderly dilution. For retail investors, the path to entering or increasing positions continues to be through the secondary market, where units at R$ 114.32 offer a 24% discount relative to the net asset value per unit of R$ 150.56 (P/NAV of 0.7593) and deliver a recurring distribution of R$ 0.85 per month, supported by a comfortable reserve of R$ 2.58 per unit and profits from the sale of Edifício Alegria.
What Should HGRE11 Unitholders Monitor in the Coming Weeks?
A roadmap of operational and capital-raising triggers. To monitor the fund's progress following this material fact, track the following figures and deadlines:
- By Jan 10, 2026: Closing of the 10th offering's withdrawal window for investors who had previously requested subscriptions.
- Volume raised in the offering: Verification of whether the raise will hit the minimum amount of R$ 1,000,084.80 or the total amount of R$ 699,999,970.80.
- Re-leasing of Edifício Jatobá: Progress in negotiations to lease the ~3,000 square meters that will bring physical vacancy down from 6.6% back to the 5.8% range.
- Inflow of Edifício Alegria cash: Receipt of the 5 installments from the R$ 42.73 million gain (R$ 3.62 per unit) to bolster the accumulated earnings reserve of R$ 2.58 per unit.
- Maintenance of monthly distributions: Confirmation of the monthly dividend of R$ 0.85 per unit at the close of September and the final quarter of 2026.
