424B3 1 form424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-231724
RW HOLDINGS NNN REIT, INC.
SUPPLEMENT NO. 5 DATED MARCH 19, 2020
TO
PROSPECTUS DATED DECEMBER 23, 2019
This prospectus supplement (this “Supplement”) amends and supplements our prospectus, dated December 23, 2019, as supplemented by Supplement No. 1 dated December 23, 2019, Supplement No. 2 dated December 31, 2019, Supplement No. 3 dated January 31, 2020 and Supplement No. 4 dated March 16, 2020 (as supplemented, the “Prospectus”). This Supplement should be read in conjunction with the Prospectus. This Supplement is not complete without and may not be delivered or used except in conjunction with, the Prospectus, including any amendments or supplements to it. This Supplement is qualified by reference to the Prospectus except to the extent that the information provided by this Supplement supersedes information contained in the Prospectus.
Unless the context suggests otherwise, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. In addition, as used herein, references in this Supplement to the “Company,” “we,” “us” and “our” refer to RW Holdings NNN REIT, Inc.
The purpose of this Supplement is to: (a) provide additional disclosure regarding the role of North Capital Private Securities Corporation, our dealer manager, in the offering of our Class C common stock; and (b) a revised form of the Company’s subscription agreement, which includes these disclosures.
Role of North Capital Private Securities Corporation
North Capital Private Securities Corporation (“North Capital”), a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of FINRA and SIPC, has been appointed as the dealer manager for the Company’s registered public offering (the “Offering”) of its Class C common stock (the “Securities”) as previously described in the Company’s Prospectus. Prospective investors should read and understand the following disclosures, which are provided by North Capital, in addition to the disclosures set forth in the Prospectus.
NORTH CAPITAL WILL RECEIVE FEES. North Capital, collectively with its associated persons, shall receive $12,000 per month. In addition, the Company has agreed to pay North Capital an additional monthly variable fee equal to 0.60% of the purchase price of each incremental share of Class C common stock sold in the primary portion of the Offering (the “Variable Fee”). The Variable Fee does not become payable until the aggregate gross proceeds raised in the primary portion of the Offering since the appointment of North Capital equal or exceed $25 million, and the Variable Fee will be reduced to 0.50% of the purchase price of each share of Class C common stock sold in the primary portion of the Offering once the aggregate gross offering proceeds raised in the primary portion of the Offering since the appointment of North Capital equal or exceed $75 million. The Company also paid to North Capital a monthly retainer of $60,000 for the first three months following the commencement of the Offering, for a maximum retainer of $180,000, in addition to certain costs and expenses.
NORTH CAPITAL DOES NOT MAKE INVESTMENT RECOMMENDATIONS OR GIVE INVESTMENT ADVICE. North Capital does not give investment advice and does not make investment recommendations to any investors. No communications in any medium should be construed as a recommendation to purchase any Securities in the Offering. North Capital is not recommending that you purchase Securities in the Offering. North Capital does not provide “due diligence” on an investor’s behalf and is not responsible for investors’ investment decisions.
NORTH CAPITAL IS NOT YOUR ADVISOR. North Capital is not your advisor, is not a fiduciary, and does not offer investment advice to any investor. North Capital recommends that you seek advice from and consult with a registered investment advisor, attorney, accountant, or other licensed professionals who have the expertise to help you understand and assess the risks associated with the Securities.
NORTH CAPITAL HAS NOT INDEPENDENTLY VERIFIED ANY MATERIALS ASSOCIATED WITH THE OFFERING. The Prospectus has been prepared solely by the Company, and any materials prepared by North Capital were created in reliance on the Prospectus and reviewed and approved by the Company. All statements, representations, and other information contained therein are the sole responsibility of the Company and are believed by North Capital to be materially correct and free of material omissions.

DISCLAIMER OF VALUATION. North Capital does not independently verify any valuation of the Securities, including, without limitation, any methodology or information in support thereof, and any such valuation does not constitute an opinion from North Capital such as on the Company’s current or future business performance or otherwise. The Securities are not publicly traded and no market exists (and may never exist) for the Securities; there is no actual market price for the Securities.
NORTH CAPITAL AND PROSPECTIVE INVESTORS HAVE MATERIAL CONFLICTS OF INTEREST. North Capital is an agent of the Company and it receives transaction fees based on the volume of Securities sold by it and its associated persons in the Offering.
INVESTMENT IN THE SECURITIES IS HIGH-RISK. All non-listed offerings, including the Offering, are considered to be high-risk due to their limited liquidity compared to listed offerings. The Company has a limited operating history, and as such, any projections, forecasts, and/or extrapolations are hypothetical and subject to change. Any investment in Securities issued by the Company is, by definition, speculative and high-risk. Prospective investors should not assume they will ever be able to resell or transfer their Securities and should understand that they may lose their entire investment. Prospective investors should carefully review the Prospectus for a complete discussion of risk factors.
SUBMITTING A COMPLAINT. Should any investor have a complaint about North Capital, its partners, or the Offering, complaints can be filed using the complaint form located at the bottom of the page in the footer menu of North Capital’s website at https://www.northcapital.com.
DATA COLLECTION
North Capital and its designated agents and representatives will collect and retain information, records and data in connection with your investment in the Offering, and will share such information with its partners as appropriate, required or advisable to facilitate the transactions contemplated by the Offering and to comply with applicable legal and regulatory obligations. Visit North Capital’s website at https://www.northcapital.com for North Capital’s privacy policy, which is incorporated into this Supplement by reference.
Subscription Agreement
The form of Subscription Agreement attached as Appendix A-1 to the Prospectus is hereby superseded and replaced with the revised form of Subscription Agreement attached to this Supplement as Appendix A-1.

Appendix A-1
FORM OF SUBSCRIPTION AGREEMENT WITH INSTRUCTIONS (DIRECT INVESTORS)
(See Attached)