Real Estate Fund KISU11 Reaches Final Trading Session and Converts into SNME11 Units

What Happened to KISU11 and SNFF11?

Today, October 13, 2026, marks the final trading session for the Brazilian real estate funds (FIIs) KISU11 and SNFF11; after the market close, units will be locked. Both funds will convert into units of SNME11, to be delivered on November 24. The official conversion ratio will be released on November 17, with estimates pointing to approximately 0.755 SNME11 units per KISU11 unit and approximately 8.30 per SNFF11 unit.

KISU11 (formerly managed by Kilima, now under Suno management) and SNFF11 are funds-of-funds—real estate funds that, instead of buying properties or bonds directly, invest in units of other FIIs. Both funds will be liquidated: each uses its portfolio to subscribe to units in the 3rd issuance of Suno Multiestratégia (SNME11) and, upon liquidation, distributes these units to its unitholders. The merger of KISU11 was approved at a unitholder meeting that concluded on May 18, 2026 (35.93% quorum, with 30.54% of units voting in favor), while SNFF11's merger was approved at meetings held between October and November 2025.

Material facts filed on September 28 revised the timeline previously announced in September: the delivery date for SNME11 units moved from November 23 to November 24, and the ratio determination date shifted from November 18 to November 17. Previous articles on the wind-down of KISU11 and on the end of trading for SNFF11 reflect the earlier schedule; the table below provides the updated timeline.

What Is the Complete Timeline?

KISU11 and SNFF11 follow the exact same calendar. The record date—the day that determines who is entitled to receive the new units—is today.

How Does the Exchange Work and How Many SNME11 Units Will I Receive?

The math is based on a division of net asset value (NAV). Each KISU11 unit represents a share of the fund's NAV—the total value of the fund's assets minus liabilities, divided by the number of units. This equity is used to subscribe to units in the 3rd issuance of SNME11, which carry an issue price of R$ 9.64 plus a distribution fee of R$ 0.36, totaling R$ 10.00. The distribution fee covers the cost of placing the new units on the market; it does not contribute to the fund's equity.

Estimated Ratio = NAV per unit of the departing fund ÷ issue price of the new SNME11 unit.

The offering document states that the R$ 0.36 fee is payable by subscribers, including those exercising preemptive rights, with no explicit fee waiver for KISU11 or SNFF11. Consequently, the primary estimate is based on R$ 10.00; the adjacent column displays figures based on R$ 9.64 in the event the fee is not charged upon integration.

Baseline figures originate from the August monthly reports: KISU11 reported equity of R$ 449.8 million, 59,544,167 units, and 98,266 unitholders, while SNFF11 reported equity of R$ 333.7 million and 4,020,635 units.

How Much Tax Will Be Withheld and How Do I Report Average Cost?

The liquidation is treated as a redemption: the administrator withholds a 20% withholding income tax at the source on any gains exceeding each unitholder's average acquisition cost. Investors who purchased above the NAV realize no taxable gain and therefore incur no withholding tax. Fund documents do not specify whether the tax will be deducted in cash or through unit retention.

Unitholders must report their average cost through the BTG Pactual Investor Portal between October 16 and November 16. Those who fail to report will have their cost basis set at the fund's lowest historical trading price—maximizing the calculated gain and, consequently, the tax liability. Submitted data cannot be amended afterward.

The final row uses a hypothetical R$ 5.00 value solely to illustrate the mechanism: an investor who paid R$ 9.00 and neglected to report their cost basis would go from zero tax to having several hundred reais withheld.

What Is the Effective Cost per SNME11 Unit via KISU11 or SNFF11?

For investors purchasing KISU11 or SNFF11 at current market prices, or for those comparing current holdings with what they will receive, it is possible to calculate the effective cost per SNME11 unit: the old unit price divided by the conversion ratio. Factoring in taxes, the withheld tax on the difference between NAV and purchase price is added. All figures below are ESTIMATES based on approximate current market prices (KISU11 ~R$ 6.20, P/NAV ~0.82; SNFF11 ~R$ 72.79, P/NAV ~0.88; SNME11 ~R$ 9.57).

The estimated tax is ~R$ 0.27 per KISU11 unit (20% of R$ 7.55 − R$ 6.20) and ~R$ 2.04 per SNFF11 unit. The effective P/NAV compares the acquisition cost against the R$ 9.64 in net assets backed by each new unit—the R$ 0.36 fee is excluded and does not remain within the fund. P/NAV represents price-to-book value: a ratio below 1 indicates purchases are made at a discount to book value.

The difference between ~R$ 8.21 and SNME11's current market price of ~R$ 9.57 does not equate to a discount on net assets. SNME11's current price reflects a smaller, R$ 71 million fund prior to the influx of tens of millions of new units; there is no guarantee this valuation will hold after November 24. For current holders of KISU11 or SNFF11, the relationship to net asset value is already determined by each fund's NAV: unitholders transition to holding SNME11 at an integration cost of ~R$ 10.00.

What Price Is the Market Already Pricing Into SNME11 Post-Merger?

KISU11 and SNFF11 will consolidate into the same asset—SNME11 units. Consequently, their respective market prices reveal the implied valuation the market is placing on the future consolidated fund units through each path. Dividing the cost per SNME11 unit by the R$ 9.64 book value per new unit yields the implied P/NAV (ESTIMATE, based on Oct 13 trading session prices, excluding taxes):

The consolidated fund will trade at a single market price established by investors trading SNME11 from November 24 onward—it will not represent a simple average of the discounts of the originating funds. The table illustrates current market expectations: KISU11 unitholders, who will generate more than half of the new units, accept a larger discount (~0.85) than SNFF11 unitholders (~0.91). SNME11's current price, close to 1.0x book value, reflects a R$ 71 million fund before the arrival of ~78 million new units.

Selling Today vs. Converting: The Math for 1,000 KISU11 Units

Using an example of 1,000 KISU11 units, a hypothetical average cost of R$ 6.70, and a selling price today of R$ 6.22: selling yields R$ 6,220 in cash. Converting yields ~755 SNME11 units (representing R$ 7,278 in net assets) with ~R$ 170 in withheld tax (20% of R$ 7.55 − R$ 6.70 per unit). The market value of these units will depend on the P/NAV at which SNME11 trades after November 24 (ESTIMATE):

The break-even point sits near 0.88x book value—matching the weighted average from the previous table. Minor tax adjustments have minimal and offsetting effects on this outcome: investors who sell below cost realize a capital loss that can offset future FII gains, while those who convert acquire SNME11 at a cost basis near R$ 10, meaning a future sale below that level would similarly generate an offsettable loss. Unitholders with an average cost below NAV incur higher taxes upon conversion, shifting the break-even point slightly higher.

Market quotations only translate into realized returns upon sale. For investors holding for income, the relevant metric differs: assembly documentation estimates a recurring return of ~R$ 0.09 per SNME11 unit, translating to ~R$ 68 per month for the 755 units in the example, compared to ~R$ 70 per month generated by 1,000 KISU11 units based on their final distribution of R$ 0.07 (ESTIMATE; excludes extraordinary gains).

The Two Paths for Current KISU11 and SNFF11 Holders

KISU11's final distribution was R$ 0.07 per unit (record date Sept 15, paid Sept 25). For comparison, R$ 0.07 per KISU11 unit equates to ~R$ 0.093 per SNME11 unit received (ESTIMATE, 0.07 ÷ 0.755).

What Has SNME11 Delivered So Far?

SNME11 currently maintains a net asset value of R$ 71.16 million and 7,418,243 units. NAV per unit fluctuated within a narrow band over the past 12 months: R$ 9.637 in Sept 2025, R$ 9.614 in Dec 2025, R$ 9.495 in Mar 2026, R$ 9.434 in May 2026, R$ 9.626 in June 2026, R$ 9.720 in July 2026, and R$ 9.592 in August 2026. The table below, compiled from management reports, separates recurring income from one-off gains.

The August report revises June capital gains to R$ 1,039 thousand and monthly earnings to R$ 1,330 thousand. The same report lists the August reserve as R$ 0.3938 per unit in the text and R$ 0.4938 in the table—an internal document inconsistency.

Recurring income—distributions from portfolio FIIs plus CRI interest, before expenses—averages between R$ 0.08 and R$ 0.10 per unit monthly. Stronger months were driven by one-off events: September 2025 included a R$ 2.2 million capital gain; June 2026 featured the liquidation and amortization of RLGX11 (52.5% p.a. IRR, approximately R$ 0.16 per unit), a short sale in GGRC11 (R$ 146 thousand), and arbitrage trades in RBVA11 (R$ 117 thousand) and SNEL11 (R$ 102 thousand); July 2026 recorded a R$ 2.9 million gain on a CRI. The data also shows declining CRI interest income, dropping from R$ 300k–400k monthly through early 2026 to R$ 35 thousand in August.

What SNME11's "Arbitrage" Strategy Entails

In management terminology, arbitrage refers to long-short trades in pairs of funds undergoing conversion or incorporation: buying the fund trading at a discount relative to what it will receive while shorting the other, capturing the spread upon deal completion. Report examples include BRCO11 (R$ 290 thousand between March and April), GGRC11, RBVA11 (approximately R$ 650 thousand during the half-year), the PATL11 × HGLG11 pair (concluded in July), and HGRU11 (R$ 130 thousand in August). Additional strategies involved tactical short selling of HGLG11 in December 2025 and discounted secondary market purchases (SNEL11, RELG11/RLGX11). In the first half of 2026, these operations generated approximately R$ 869 thousand, or ~R$ 0.11 per unit. Management describes this capacity as "consistent" but does not promise recurring results.

What Changes for SNME11 Post-Merger?

Dilution is the impact of a large volume of newly issued units on each existing unit: total assets grow proportionally, but any fixed monetary value in reais is distributed among a larger base. This is the central dynamic of the transaction.

KISU11's assembly documentation (February 2026) estimated consolidated assets at approximately R$ 890 million; based on August NAVs and excluding the distribution fee, the figure approaches R$ 830 million. Practical implications include:

• Arbitrage contributes less per unit. The same nominal profit in reais, distributed across ~86 million units, yields roughly 1/12th of its previous per-unit impact. The ~R$ 0.11 per unit generated in H1 2026 would drop to ~R$ 0.01. Such operations depend on position sizing and asset liquidity, which do not scale proportionally with the fund.
• Reserves are diluted. Through June, management indicated intentions to distribute all reserves prior to the merger; in July and August, guidance shifted to retaining reserves as a buffer against potential losses prior to consolidation. The reserve of ~R$ 0.39 per unit totals approximately R$ 2.9 million; if retained and distributed after new units enter, it equates to ~R$ 0.03 per unit.
• Portfolio composition transforms. SNME11 currently holds 28 assets: 66.5% in FIIs, 26.3% in cash, 6.9% in CRIs, and 0.3% in stocks. Largest holdings include Alianza Renda+ (13.81%), SNEL11 (7.95%), TRXY11 (5.61%), IBBP11 (4.31%), SNFZ11 (4.19%), and the Vanguarda CRI (3.73%). Post-merger, the portfolio will predominantly reflect KISU11's fund-of-funds holdings (36 FIIs) alongside SNFF11—creating a large fund-of-funds with a smaller allocation to CRIs and tactical operations.
• Two distinct fund-of-funds portfolios. KISU11 tracks the Suno 30 Index: 36 large, liquid FIIs with nearly equal weightings of around 3.4% each—including BTLG11, KNRI11, VISC11, HSML11, MXRF11, CPTS11, KNHY11, LVBI11, XPLG11, and HGBS11 among its top positions—with low portfolio turnover. SNFF11 utilizes active management across 71 assets (as of February 2026), of which only 9 overlap with KISU11; its top holdings include PISA7 (11.5%, logistics development), REC11 (8.3%), ROMA6 (6.5%), and TRXH11 (5.7%), alongside illiquid unit classes among its main positions. On day one, more than half of the consolidated fund will comprise the portfolio inherited from KISU11. Thereafter, portfolio management will be governed by SNME11's mandate—multi-strategy, active management, direct CRIs, tactical cash, and long-short operations—permitting the rotation of acquired positions.
• Vanguarda CRI loses prominence. Carrying a D rating and under restructuring since the August 2025 creditors' meeting, this asset accounts for 3.73% of the current fund; in the consolidated portfolio, exposure drops below 0.5% of NAV (ESTIMATE). The average loan-to-value (LTV) ratio across the CRI portfolio is 55.68%.
• New market supply. Approximately 100,000 new unitholders will receive units on November 24 simultaneously. A portion of these investors may choose to sell, abruptly increasing secondary market volume relative to the current fund size.

Fees: What KISU11 Unitholders Will Pay

The performance fee has already been incurred, costing R$ 456 thousand in December 2025. In monetary terms, the 0.99% management fee applied to R$ 9.64 in book value per unit equals approximately R$ 0.095 annually, or ~R$ 0.008 monthly (ESTIMATE). KISU11's assembly materials estimated a recurring return of R$ 0.09 per unit for the consolidated fund—which, multiplied by the ~0.755 ratio, equates to approximately R$ 0.068 per old KISU11 unit, closely tracking the R$ 0.07 KISU11 had been distributing.

What About Existing SNME11 Unitholders?

No operational changes are required: units continue to trade normally. The fund itself changes. Current unitholders will represent approximately 9% of an asset base ten times larger, accumulated reserves will be shared with new unitholders if not distributed beforehand, and the per-unit contribution of tactical operations will shrink. Conversely, the fund gains scale and liquidity, and the R$ 22k monthly fee floor ceases to be relevant. During the preemptive rights period for the 3rd issuance, which closed on September 4, third parties subscribed to only 2,161 new units—virtually the entire issuance will be absorbed by KISU11 and SNFF11. Should the fund join indices like the IFIX, the fee calculation base will shift from net asset value to market value.

Key Dates to Monitor

Sources

• KISU11 — Material fact with revised timeline (Sept 28, 2026)
• SNFF11 — Material fact with revised timeline (Sept 28, 2026)
• KISU11 — Material fact with original timeline (Sept 17, 2026)
• SNME11 — Material fact for 3rd issuance (Aug 14, 2026)
• SNME11 — Approval act for 3rd issuance
• SNME11 — Preemptive rights results (Sept 4, 2026)
• KISU11 — Monthly report for August 2026
• SNFF11 — Monthly report for August 2026
• SNME11 — Managerial report for August 2026
• SNME11 — Fund Bylaws (Aug 26, 2026)

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Autor do artigo Edinei Bauer

Investidor e fundador do Rico aos Poucos.

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