MacKenzie Realty Capital, Inc.

Previous wording

As of September 30, 2025, we owned interests in various real estate limited partnerships and REITs. We also had short positions in certain publicly traded REITs, which are presented as “Securities sold, not yet purchased, at fair value.” In addition, we held investments in entities that own real estate where we have sufficient control for the investments to be considered non-securities for purposes of the Investment Company Act of 1940, but not enough control to require consolidation of their financial statements with ours. These investments are reported as “Equity method investments, at fair value.” The following table summarizes the composition of our investments at fair value as of September 30, 2025, and June 30, 2025:

Current wording

As of December 31, 2025, we owned interests in various real estate limited partnerships and REITs. In addition, we held investments in entities that own real estate where we have sufficient control for the investments to be considered non-securities for purposes of the Investment Company Act of 1940, but not enough control to require consolidation of their financial statements with ours. These investments are reported as “Equity method investments, at fair value.” The following table summarizes the composition of our investments at fair value as of December 31, 2025, and June 30, 2025:

Previous wording

Aurora at Green Valley is owned through our subsidiary MRC Aurora, LLC. 1300 Main Office Building, First & Main Office Building, Main Street West Office Building, Woodland Corporate Center, Hollywood Apartments, Shoreline Apartments and Green Valley Medical Center are owned through our subsidiary, the Operating Partnership; the Commodore Apartments are owned through our subsidiary, Madison; The Park View Apartments is owned through our subsidiary, PVT and Satellite Place Office Building is owned through our subsidiary, MacKenzie Satellite Place Corp.

Current wording

Aurora at Green Valley is owned through our subsidiary MRC Aurora, LLC. 1300 Main Office Building, First & Main Office Building, Main Street West Office Building, Woodland Corporate Center, Hollywood Apartments, Shoreline Apartments and Green Valley Medical Center are owned through our subsidiary, the Operating Partnership; Commodore Apartments are owned through our subsidiary, Madison; The Park View Apartments is owned through our subsidiary, PVT and Satellite Place Office Building is owned through our subsidiary, MacKenzie Satellite Place Corp. In October 2025, we listed Woodland Corporate Center Two for sale.

Previous wording

First & Main Office Building contains 27,398 square feet, of which approximately 19,000 square feet is office space and the remainder is designated as retail space. As of September 30, 2025, the property is 79% occupied by 7 tenants. The following table shows the largest tenants and square footage occupied:

Current wording

First & Main Office Building contains 27,398 square feet, of which approximately 19,000 square feet is office space and the remainder is designated as retail space. As of December 31, 2025, the property is 87% occupied by 8 tenants. The following table shows the largest tenants and square footage occupied:

Previous wording

Woodland Corporate Center contains 37,034 square feet, of which 7,797 square feet are laboratories and the rest is office space. All of the laboratory space is occupied by Agtech Innovation. As of September 30, 2025, the property is 91% occupied by 12 tenants. The following table shows the largest tenants and square footage occupied:

Current wording

Woodland Corporate Center contains 37,034 square feet, of which 7,797 square feet are laboratories and the rest is office space. All of the laboratory space is occupied by Agtech Innovation. Effective October 2025, the property has been marketed for sale. Accordingly, Woodland Corporate Center is classified as an asset held for sale as of December 31, 2025. As of December 31, 2025, the property is 91% occupied by 12 tenants. The following table shows the largest tenants and square footage occupied:

Previous wording

Green Valley Executive Center contains 46,101 square feet, of which approximately 41,600 square feet is office space and the remainder is designated as retail space. As of September 30, 2025, the property is 98% occupied by 15 tenants. The following table shows the largest tenants and square footage occupied:

Current wording

Green Valley Executive Center contains 46,100 square feet, of which approximately 41,600 square feet is office space and the remainder is designated as retail space. As of December 31, 2025, the property is 98% occupied by 15 tenants. The following table shows the largest tenants and square footage occupied:

Previous wording

220 Campus Lane Office Building was purchased in September 2023. The property was vacant at the time of acquisition. Following the acquisition, we renovated the building and commenced leasing activities. As of September 30, 2025, the building was approximately 29% leased, with seven tenants occupying an aggregate of 12,526 square feet. The annualized base rent from these tenants totals approximately $420,648.

Current wording

220 Campus Lane Office Building was purchased in September 2023. The property was vacant at the time of acquisition. Following the acquisition, we renovated the building and commenced leasing activities. As of December 31, 2025, the building was approximately 29% leased, with six tenants occupying an aggregate of 12,510 square feet. The annualized base rent from these tenants totals approximately $408,948.

Previous wording

Commodore Apartments is a mid-rise apartment building built in 1912 and has 48 units. As of September 30, 2025, Commodore Apartments is approximately 93.8% occupied.

Current wording

Commodore Apartments is a mid-rise apartment building built in 1912 and has 48 units. As of December 31, 2025, Commodore Apartments is approximately 95.8% occupied.

Previous wording

The Park View Apartments is also a mid-rise apartment building built in 1929 and has 39 units. As of September 30, 2025, The Park View Apartments is approximately 97.4% occupied.

Current wording

The Park View Apartments is also a mid-rise apartment building built in 1929 and has 39 units. As of December 31, 2025, The Park View Apartments is approximately 94.9% occupied.

Previous wording

Hollywood Apartments, located in Los Angeles, CA, is a mid-rise apartment building built in 1917 and has 54 units. The property contains approximately 38,000 square feet of net rentable apartment area and 8,610 square feet of retail space. All of the retail space is currently occupied by restaurants and nightclubs. As of September 30, 2025, the apartments units are 87% occupied.

Current wording

Hollywood Apartments, located in Los Angeles, CA, is a mid-rise apartment building built in 1917 and has 54 units. The property contains approximately 38,000 square feet of net rentable apartment area and 8,610 square feet of retail space. All of the retail space is currently occupied by restaurants and nightclubs. As of December 31, 2025, the apartments units are 94.4% occupied.

Previous wording

Shoreline Apartments is a mid-rise apartment building built in 1967 and renovated in 2015 which has 84 units. As of September 30, 2025, Shoreline Apartments building is approximately 92.9% occupied.

Current wording

Shoreline Apartments is a mid-rise apartment building built in 1967 and renovated in 2015 which has 84 units. As of December 31, 2025, Shoreline Apartments building is approximately 90.5% occupied.

Previous wording

Aurora at Green Valley is a newly constructed multi-family residential community consisting of 72 units across three buildings, along with a clubhouse. The project was financed through $10.0 million of preferred equity capital (including $7.23 million from outside investors) and a $17.15 million construction loan from Valley Strong Credit Union. The clubhouse opened in mid-June 2025 for pre-leasing activity. The first residential building was completed in July 2025, with leasing commencing in August 2025. The remaining two buildings were completed in August and September 2025, with leasing commencing shortly thereafter. As of September 30, 2025, the property was approximately 19.4% occupied. As of the date of this report, the property is 48.61% leased.

Current wording

Aurora at Green Valley is a newly constructed multi-family residential community consisting of 72 units across three buildings, along with a clubhouse. The project was financed through $10.0 million of preferred equity capital (including $7.23 million from outside investors) and a $17.15 million construction loan from Valley Strong Credit Union. The clubhouse opened in mid-June 2025 for pre-leasing activity. The first residential building was completed in July 2025, with leasing commencing in August 2025. The remaining two buildings were completed in August and September 2025, with leasing commencing shortly thereafter. As of December 31, 2025, the property was approximately 47.20% occupied. As of the date of this report, the property is 72.22% leased.

Previous wording

We acquired the Campus Lane Land in September 2023 with the long-term objective of developing it into a multi-family residential community. We are preparing to launch this project, known as Blue Ridge, which will consist of 84 luxury multi-family units in Solano County, one of the fastest-growing counties in California. The entitlement process for the vacant land is currently underway. Our goal is to commence construction in spring 2026; however, this is subject to the city’s approval of our development application submitted in April 2024 and to securing the necessary financial resources. We are currently evaluating financing alternatives to fund the development of this project.

Current wording

We acquired the Campus Lane Land in September 2023 with the long-term objective of developing it into a multi-family residential community. We are preparing to launch this project, known as Blue Ridge, which will consist of 84 luxury multi-family units in Solano County, one of the fastest-growing counties in California. The entitlement process for the vacant land is currently underway. Our goal is to commence construction in spring 2026; however, this is subject to the city’s approval of our development application submitted in April 2024 and to securing the necessary financial resources. The Company recently signed a joint venture agreement with a third-party developer, under which the Company would contribute the land and the third party would raise the capital necessary to fund construction of the project.

Previous wording

The broader economy has been experiencing increased levels of inflation, higher interest rates and tightening monetary and fiscal policies. The Federal Reserve increased the federal funds rate multiple times in 2022 and 2023 then paused hikes in the earlier part of 2024 before implementing rate cuts in the fourth quarter. We currently have fixed and variable interest rates for our loans. The rise in overall interest rates caused an increase in our variable-rate borrowing costs resulting in an increase in interest expense. The cumulative effect of the prior rate increases may adversely impact real estate asset values. In addition, a prolonged period of high and persistent inflation could cause an increase in our expenses. The current market and economic conditions could have a material impact on our business, cash flow and results of operations. It could also impact our ability to find suitable acquisitions, sell properties, and raise equity and debt capital.

Current wording

The broader economy has been experiencing increased levels of inflation, higher interest rates and tightening monetary and fiscal policies. The Federal Reserve increased the federal funds rate multiple times in 2022 and 2023 then paused hikes in the earlier part of 2024 before implementing rate cuts in the fourth quarter. While the Federal Reserve began implementing rate cuts in the fourth quarter of 2024, interest rates remain elevated compared to recent historical levels, which continues to impact real estate valuations and financing costs. We currently have fixed and variable interest rates for our loans. The rise in overall interest rates caused an increase in our variable-rate borrowing costs resulting in an increase in interest expense. The cumulative effect of the prior rate increases may adversely impact real estate asset values. In addition, a prolonged period of high and persistent inflation could cause an increase in our expenses. The current market and economic conditions could have a material impact on our business, cash flow and results of operations. It could also impact our ability to find suitable acquisitions, sell properties, and raise equity and debt capital.

Previous wording

Comparison of the Three Months Ended September 30, 2025 and 2024. The commercial and residential properties owned by us during the three months ended September2025 and 2024 are as follows:

Current wording

Comparison of the Three Months Ended December 31, 2025 and 2024. The commercial and residential properties owned by us during the three months ended December 2025 and 2024 are as follows:

Previous wording

Rental and reimbursement revenues are generated from our commercial and residential real estate properties. During the three months ended September 30, 2025, we generated $4.54 million in rental and reimbursements revenues, of which $3.01 million was generated from our nine commercial properties and $1.53 million was generated from our five residential properties. During the three months ended September 30, 2024, we generated $4.95 million in rental and reimbursements revenues, of which $3.47 million was generated from our nine commercial properties, and $1.48 million was generated from our four residential properties. The total decrease in rental revenues was mainly due to the early lease termination by one tenant at our Satellite Place Office Building in December 2024 and another tenant at our Main Street West property in February 2025. The decrease was partly offset by an increase in rental income from our acquisition of Green Valley Medical Center in August 2024.

Current wording

Rental and reimbursement revenues are generated from our commercial and residential real estate properties. During the three months ended December 31, 2025, we generated $4.59 million in rental and reimbursements revenues, of which $2.97 million was generated from our nine commercial properties and $1.62 million was generated from our five residential properties. During the three months ended December 31, 2024, we generated $8.03 million in rental and reimbursements revenues, of which $6.57 million was generated from our nine commercial properties, and $1.46 million was generated from our four residential properties. The total decrease in rental revenues was mainly due to the early lease termination by one tenant at our Satellite Place Office Building in December 2024 and another tenant at our Main Street West property in February 2025.

Previous wording

Investment income was made up of dividends, distributions from operations, distributions from sales/capital transactions, interest, and other investment income. Total investment income for the three months ended September 30, 2025 and 2024, were $0.06 million and $0.02 million, respectively. During the three months ended September 30, 2025, we did not receive any distributions from operations, sales, and liquidations. During the three months ended September 30, 2024, we received minimal distributions from operations, sales, and liquidations. During the three months ended September 30, 2025, we received dividends, interest, and other investment income of $0.06 million as compared to $0.02 million received during the three months ended September 30, 2024. The increase was mainly due to the increase in our investment portfolio since September 30, 2024. The remaining increase was due to the interest income from the note receivable from the non-controlling interest holder of PT Hillview, True USA.

Current wording

Investment income was made up of dividends, distributions from operations, distributions from sales/capital transactions, interest, and other investment income. Total investment income for the three months ended December 31, 2025 and 2024, were $0.06 million and $0.02 million, respectively. During the three months ended December 31, 2025 and December 31, 2024, we received minimal distributions from operations, sales, and liquidations. During the three months ended December 31, 2025, we received dividends, interest, and other investment income of $0.06 million as compared to $0.02 million received during the three months ended December 31, 2024. The increase was mainly due to the increase in our investment portfolio since December 31, 2024. The remaining increase was due to the interest income on the note receivable from the non-controlling interest holder of PT Hillview, True USA.

Previous wording

Operating and maintenance expenses mainly consist of real estate taxes, utilities, repair and maintenance, cleaning, landscape, security, property management fees, insurance, and various other administrative expenses incurred in the operation of our commercial and residential real estate assets. During the three months ended September 30, 2025, we incurred operating and maintenance expenses of $1.89 million, of which $1.16 million were incurred in the operation of our nine commercial properties and $0.73 million were incurred in the operation of our five residential properties. During the three months ended September 30, 2024, we incurred operating and maintenance expenses of $1.88 million, of which $1.19 million were incurred in the operation of our nine commercial properties and $0.69 million were incurred in the operation of our four residential properties. The increase in the operating expenses was mainly due to the completion of the Aurora at Green Valley which consists of three residential buildings and a clubhouse in July 2025.

Current wording

Operating and maintenance expenses mainly consist of real estate taxes, utilities, repair and maintenance, cleaning, landscape, security, property management fees, insurance, and various other administrative expenses incurred in the operation of our commercial and residential real estate assets. During the three months ended December 31, 2025, we incurred operating and maintenance expenses of $2.27 million, of which $1.43 million were incurred in the operation of our nine commercial properties and $0.84 million were incurred in the operation of our five residential properties. During the three months ended December 31, 2024, we incurred operating and maintenance expenses of $1.71 million, of which $1.07 million were incurred in the operation of our nine commercial properties and $0.64 million were incurred in the operation of our four residential properties. The increase in the operating expenses was mainly due to the completion of the Aurora at Green Valley in July 2025, which consists of three residential buildings and a clubhouse.

Previous wording

During the three months ended September 30, 2025, we recorded depreciation and amortization of $2.20 million, of which $1.54 million was attributable to the depreciation and amortization of real estate and intangible assets of our nine commercial properties and $0.66 million was attributable to our five residential properties. During the three months ended September 30, 2024, we recorded depreciation and amortization of $2.28 million, of which $1.79 million was attributable to the depreciation and amortization of real estate and intangible assets of our nine commercial properties and $0.49 million was attributable to our four residential properties. The decrease in total depreciation and amortization of $0.08 million during the three months ended September 30, 2025, was due to the write-off of tenant improvements, leasehold improvements, lease commissions, and in-place lease related to our Satellite Place Office Building due to an early lease termination of its anchor tenant in December 2024.

Current wording

During the three months ended December 31, 2025, we recorded depreciation and amortization of $2.67 million, of which $2.12 million was attributable to the depreciation and amortization of real estate and intangible assets of our nine commercial properties and $0.55 million was attributable to our five residential properties. During the three months ended December 31, 2024, we recorded depreciation and amortization of $2.18 million, of which $1.79 million was attributable to the depreciation and amortization of real estate and intangible assets of our nine commercial properties and $0.39 million was attributable to our four residential properties. The increase in total depreciation and amortization of $0.49 million during the three months ended December 31, 2025, was mainly due to the completion of the Aurora at Green Valley in July 2025, which consists of three residential buildings and a clubhouse.

Previous wording

Interest expense for the three months ended September 30, 2025, was $2.02 million, of which $1.16 million was incurred on the mortgage notes payable associated with our nine commercial properties, $0.50 million was incurred on the mortgage notes payable associated with our five residential properties and the debt on the Campus Lane Land, and $0.36 million was incurred on the line of credit agreement and note purchase agreement of the Company. Interest expense for the three months ended September 30, 2024, was $1.89 million, of which $1.14 million was incurred on the mortgage notes payable associated with our nine and $0.75 million was incurred on the mortgage notes payable associated with our four residential properties and the debt on the Campus Lane Land. The total increase of $0.13 million in interest expense during the three months ended September 30, 2025, was due to the Parent Company’s borrowing under the new line of credit with PRES and the Parent Company’s note purchase agreement with Streeterville Capital, LLCduring the period ended September 30, 2025, offset by a decrease in the interest expense of Hollywood Apartments, a residential property, due to refinancing in March 2025, Main Street West, a commercial property, due to refinancing in May 2025 and 1300 Main, a commercial property, due to refinancing in November 2024.

Current wording

Interest expense for the three months ended December 31, 2025 was $2.66 million, compared to $1.97 million for the three months ended December 31, 2024. For the three months ended December 31, 2025, $1.18 million of interest expense related to mortgage notes payable associated with the Company’s nine commercial properties, $1.11 million related to mortgage notes payable associated with the Company’s five residential properties and debt on the Campus Lane Land, and $0.37 million related to the Company’s line of credit agreement and note purchase agreement. For the three months ended December 31, 2024, $1.38 million of interest expense related to mortgage notes payable associated with the Company’s nine commercial properties, and $0.59 million related to mortgage notes payable associated with the Company’s four residential properties and debt on the Campus Lane Land.

Previous wording

The asset management fees for the three months ended September 30, 2025 and 2024, were $0.88 million and $0.85 million, respectively. The slight increase was due to total increase of $8.53 million in total invested capital from $181.93 million as of September 30, 2024 to $190.46 million as of September 30, 2025.

Current wording

The asset management fees for the three months ended December 31, 2025 and 2024, were $0.90 million and $0.86 million, respectively. The slight increase was due to total increase of $7.80 million in total invested capital from $182.66 million as of December 31, 2024 to $190.46 million as of December 31, 2025.

Previous wording

Other corporate operating expenses include professional fees, directors’ fees, printing and mailing expense, and other general and administrative expenses. Other operating expenses for the three months ended September 30, 2025 and 2024, were $0.82 million and $0.92 million, respectively. The decrease in other operating expenses was mainly due to the decrease in transfer agent fees since September 30, 2024.

Current wording

Other corporate operating expenses include professional fees, directors’ fees, printing and mailing expense, and other general and administrative expenses. Other operating expenses for the three months ended December 31, 2025 and 2024, were $0.59 million and $0.61 million, respectively. The decrease in other operating expenses was mainly due to the decrease in transfer agent fees since December 31, 2024.

Previous wording

During the three months ended September 30, 2025, we recorded a net realized loss of $0.70 million as compared to $0.15 million net realized gain during the three months ended September 30, 2024. Total net realized loss for the three months ended September 30, 2025, was realized from the sale of four non-traded REIT securities. Total net realized gain for the three months ended September 30, 2024, was realized from sales of two non-traded REIT securities.

Current wording

During the three months ended December 31, 2025, we recorded a net realized gain of $0.08 million as compared to $0.06 million net realized gain during the three months ended December 31, 2024. Total net realized gain for the three months ended December 31, 2025, was realized from the sale of two publicly traded REIT securities and one non-traded REIT security. Total net realized gain for the three months ended December 31, 2024, was realized from sales of two non-traded REIT securities.

Previous wording

The Parent Company satisfied the annual dividend payment and other REIT requirements for the tax year ended December 31, 2024. Therefore, it did not incur any tax expense or excise tax on its income from operations during the quarterly periods within the tax year 2024. In addition, for the tax year 2025, the Parent Company intends to pay the requisite amounts of dividends during the year and meet other REIT requirements such that the Parent Company will not owe any income taxes. Therefore, the Parent Company did not record any income tax provisions during any fiscal periods within the tax year 2025.

Current wording

The Parent Company satisfied the annual dividend payment and other REIT requirements for the tax year ended December 31, 2024. Therefore, it did not incur any tax expense or excise tax on its income from operations during the quarterly periods within the tax year 2024. In addition, for the tax year 2025, the Parent Company paid the requisite amounts of dividends during the year and met other REIT requirements such that the Parent Company will not owe any income taxes. Therefore, the Parent Company did not record any income tax provisions during any fiscal periods within the tax year 2025.

Previous wording

During the three months ended September 30, 2025, we recorded a net unrealized gain of $1.08 million, which was net of $1.22 million of unrealized loss reclassification adjustment. The reclassification adjustments are the accumulated unrealized gains or losses as of the end of the prior period that are realized during the current period. Accordingly, the net unrealized losses excluding the reclassification adjustment for the three months ended September 30, 2025, were $0.14 million, which resulted from fair value depreciations of $0.03 million from general partnership interests and $0.11 million from non-traded REIT securities.

Current wording

During the six months ended December 31, 2025, we recorded a net unrealized gain of $1.18 million, which was net of $1.34 million of unrealized loss reclassification adjustment. The reclassification adjustments are the accumulated unrealized gains or losses as of the end of the prior period that are realized during the current period. Accordingly, the net unrealized losses excluding the reclassification adjustment for the six months ended December 31, 2025, were $0.16 million, which resulted from fair value depreciations of $0.09 million from general partnership interests, $0.02 million from limited partnership interests and $0.05 million from non-traded REIT securities.

Previous wording

During the three months ended September 30, 2024, we recorded a net unrealized loss of $0.14 million, which was net of $0.10 million of unrealized gain reclassification adjustment. The reclassification adjustments are the accumulated unrealized gains or losses as of the end of prior period that are realized during the current period. Accordingly, the net unrealized losses excluding the reclassification adjustment for the three months ended September 30, 2024 were $0.04 million, which resulted from fair value depreciations of $0.12 million from general partnership interests, $0.02 million from limited partnership interests and fair value appreciations of $0.10 million from non-traded REIT securities.

Current wording

During the six months ended December 31, 2024, we recorded a net unrealized loss of $0.12 million, which was net of $0.14 million of unrealized gain reclassification adjustment. The reclassification adjustments are the accumulated unrealized gains or losses as of the end of prior period that are realized during the current period. Accordingly, the net unrealized gain excluding the reclassification adjustment for the six months ended December 31, 2024, were $0.02 million, which resulted from fair value appreciations of $0.12 million from non-traded REIT securities and $0.01 million from limited partnership interests, offset by a fair value depreciation of $0.11 million from general partnership interests.

Previous wording

We offered to sell up to 5 million shares of common stock in our first public offering and up to 15 million shares of common stock in each of our second and third public offerings. We have raised total gross proceeds of $119.10 million from the issuance of common stock under the public offerings, $42.46 million from our first public offering, which concluded in October 2016, $67.99 million from the second public offering, which concluded in October 2019, and $8.65 million from our third public offering, which concluded in October 2020. In addition, we have raised $15.56 million from the issuance of shares of common stock under the common stock DRIP as of September 30, 2025. Out of the total proceeds from DRIPs, we have utilized a total of $14.28 million to repurchase shares of common stock under the share repurchase program. In November 2021, the SEC qualified our Offering Circular pursuant to Regulation A to sell up to $50,000,000 of shares of our Series A preferred stock at an initial offering price of $25 per share. On October 14, 2022, we amended our Offering Circular and increased the offering to sell up to $75 million of shares of our Series A preferred stock. On November 1, 2023, we further amended our Offering Circular to sell an aggregate of up to $75 million of shares of either our Series A preferred stock or our Series B preferred stock. This post-effective amendment to the Offering Circular was declared effective on November 14, 2023, and terminated on November 1, 2024. We have raised $18.77 million through the sale of our Series A preferred stock, $3.28 million Series B preferred stock and $0.69 million Series C preferred stock pursuant to the Offering Circular as of September 30, 2025. In addition, we have raised $0.06 million from the issuance of shares of Series A and Series B preferred stock under the preferred stock DRIP. In January 2025, the Second Offering Circular was qualified by the SEC for the sale of 1,286,638.62 shares of Series A and 1,267,216.17 shares of Series B preferred stock. The Second Offering Circular was amended in June 2025 to offer up to 647,991 shares of Series A Preferred Stock, 1,166,383 shares of Series B Preferred Stock, and 1,166,383 shares of Series C Preferred Stock. Of these amounts, 150,000 shares of each are reserved for the preferred stock DRIP. On January 15, 2025, our shelf registration statement on Form S-3 for the sale of up to $75 million in common stock, preferred stock, warrants, and units was declared effective by the SEC, and we entered into an equity distribution agreement with Maxim to issue and sell our common stock for an aggregate gross sales price of $20 million pursuant to the at-the-market offering described in the ATM Prospectus, subject to maintaining compliance with General Instruction I.B.6 of Form S-3 which requires that in no event will we sell securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so lo…

Excerpt shortened here; the source contains the full paragraph.

Current wording

We offered to sell up to 5 million shares of common stock in our first public offering and up to 15 million shares of common stock in each of our second and third public offerings. We have raised total gross proceeds of $119.10 million from the issuance of common stock under the public offerings, $42.46 million from our first public offering, which concluded in October 2016, $67.99 million from the second public offering, which concluded in October 2019, and $8.65 million from our third public offering, which concluded in October 2020. In addition, we have raised $15.56 million from the issuance of shares of common stock under the common stock DRIP as of December 31, 2025. Out of the total proceeds from DRIPs, we have utilized a total of $14.28 million to repurchase shares of common stock under the share repurchase program. In November 2021, the SEC qualified our Offering Circular pursuant to Regulation A to sell up to $50,000,000 of shares of our Series A preferred stock at an initial offering price of $25 per share. On October 14, 2022, we amended our Offering Circular and increased the offering to sell up to $75 million of shares of our Series A preferred stock. On November 1, 2023, we further amended our Offering Circular to sell an aggregate of up to $75 million of shares of either our Series A preferred stock or our Series B preferred stock. This post-effective amendment to the Offering Circular was declared effective on November 14, 2023, and terminated on November 1, 2024. We have raised $18.84 million through the sale of our Series A preferred stock, $3.44 million Series B preferred stock and $1.07 million Series C preferred stock pursuant to the Offering Circular as of December 31, 2025. In addition, we have raised $1.63 million from the issuance of shares of Series A, Series B and Series C preferred stock under the preferred stock DRIP. In January 2025, the Second Offering Circular was qualified by the SEC for the sale of 1,286,638.62 shares of Series A and 1,267,216.17 shares of Series B preferred stock. The Second Offering Circular was amended in June 2025 to offer up to 647,991 shares of Series A Preferred Stock, 1,166,383 shares of Series B Preferred Stock, and 1,166,383 shares of Series C Preferred Stock. Of these amounts, 150,000 shares of each are reserved for the preferred stock DRIP. On January 15, 2025, our shelf registration statement on Form S-3 for the sale of up to $75 million in common stock, preferred stock, warrants, and units was declared effective by the SEC, and we entered into an equity distribution agreement with Maxim to issue and sell our common stock for an aggregate gross sales price of $20 million pursuant to the at-the-market offering described in the ATM Prospectus, subject to maintaining compliance with General Instruction I.B.6 of Form S-3 which requires that in no event will we sell securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month peri…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

We finished the three months ended September 30, 2025, with cash and cash equivalents, and restricted cash of approximately $5.28 million. Our principal demands for cash are to fund operating and administrative expenses, debt service obligations, and dividends on our common and Series A, B and C preferred stock. In addition, we may also use cash to purchase additional properties. We expect to fund our material cash requirements over the next year through a combination of cash on hand, net cash provided by our property operations, new capital raised from our Series A, B and C preferred stock, and new borrowings at the underlying companies.

Current wording

We finished the six months ended December 31, 2025, with cash and cash equivalents, and restricted cash of approximately $4.82 million. Our principal demands for cash are to fund operating and administrative expenses, debt service obligations, and dividends on our common and Series A, B and C preferred stock. In addition, we may also use cash to purchase additional properties. We expect to fund our material cash requirements over the next year through a combination of cash on hand, net cash provided by our property operations, new capital raised from our Series A, B and C preferred stock, and new borrowings at the underlying companies.

Previous wording

For the three months ended September 30, 2025, we experienced a net increase in cash of $1.16 million. During this period, we used net cash of $2.02 million in our operating activities, $4.22 million in our investing activities and generated net cash of $7.40 million in our financing activities.

Current wording

For the six months ended December 31, 2025, we experienced a net increase in cash of $0.70 million. During this period, we used net cash of $3.59 million in our operating activities and $6.21 million in our investing activities and generated net cash of $10.50 million in our financing activities.

Previous wording

The net cash inflow of $1.32 million from operating activities resulted from $4.62 million of rental revenues and $0.03 million of investment income offset by cash outflow of $3.33 million used in operating expenses.

Current wording

The net cash outflow of $3.59 million from operating activities resulted from $13.30 million used in operating expenses, offset by cash inflow of $9.60 million of rental revenues and $0.11 million of investment income .

Previous wording

The net cash outflow of $6.00 million from investing activities resulted from $6.50 million of real estate acquisitions through our subsidiaries, $0.17 million purchases of equity investments, offset by cash inflow of $0.67 million from sale of investments.

Current wording

The net cash outflow of $6.21 million from investing activities resulted from $7.35 million of real estate acquisitions through our subsidiaries, and $0.56 million purchases of equity investments, offset by cash inflow of $1.70 million from sale of investments.

Previous wording

The net cash inflow of $7.40 million from financing activities resulted from $6.71 million of additional mortgage borrowings, $0.69 million of issuance of Series C preferred stock, $0.63 million of additional notes payable, $0.41 million proceeds from borrowings under the affiliated party line of credit, $0.17 million of issuance of common stock, $0.10 million of issuance of Series B preferred stock and $0.03 million of issuance of Series A preferred stock, offset by cash outflows of $0.38 million capital distributions to non-controlling interests holders, $0.37 million payments on existing mortgage notes payables, $0.23 million payment of dividends to Series A preferred stockholders, $0.14 million payment of financing fees, $0.12 million payment of selling commissions and fees, $0.07 million repayment of finance lease liabilities, $0.01 million payment of dividends to Series B preferred stockholders, $0.01 million change in capital pending acceptance and $0.01 million payment on existing notes payables.

Current wording

The net cash inflow of $10.50 million from financing activities resulted from $9.94 million of additional mortgage borrowings, $1.07 million of issuance of Series C preferred stock, $0.69 million of additional notes payable, $0.43 million change in capital pending acceptance, $0.41 million proceeds from borrowings under the affiliated party line of credit, $0.31 million from issuance of common stock, $0.19 million from issuance of Series B preferred stock and $0.10 million from issuance of Series A preferred stock, offset by cash outflows of $0.76 million capital distributions to non-controlling interests holders, $0.68 million payments on existing mortgage notes payables, $0.47 million payment of dividends to Series A preferred stockholders, $0.23 million payment of financing fees, $0.22 million payment of selling commissions and fees, $0.13 million repayment of finance lease liabilities, $0.11 million payment on existing notes payables, $0.03 million payment of dividends to Series B preferred stockholders, and $0.01 million payment of dividends to Series B preferred stockholders.

Previous wording

For the three months ended September 30, 2024, we experienced a net decrease in cash of $1.11 million. During this period, we generated cash of $1.32 million in our operating activities, used cash of $6.00 million in our investing activities and generated cash of $3.57 million in our financing activities.

Current wording

For the six months ended December 31, 2024, we experienced a net decrease in cash of $5.79 million. During this period, we generated net cash of $2.51 million in our operating activities, used net cash of $7.88 million in our investing activities and $0.42 million in our financing activities.

Previous wording

The net cash outflow of $2.02 million from operating activities resulted from $6.46 million used in operating expenses, offset by cash inflows of $4.38 million of rental revenues and $0.06 million of investment income.

Current wording

The net cash inflow of $2.51 million from operating activities resulted from $12.50 million of rental revenues and $0.04 million of investment income, offset by cash outflow of $10.03 million used in operating expenses.

Previous wording

The net cash outflow of $4.22 million from investing activities resulted from $4.73 million of real estate acquisitions through our subsidiaries, and $0.50 million purchases of equity investments, offset by cash inflow of $0.70 million from sale of investments and $0.31 million from proceeds from investment securities sold, not yet purchased.

Current wording

The net cash outflow of $7.88 million from investing activities resulted from $8.44 million of real estate acquisitions through our subsidiaries, and $0.21 million purchases of equity investments, offset by cash inflow of $0.77 million from sale of investments.

Previous wording

The net cash inflow of $3.57 million from financing activities resulted from $5.89 million additional mortgage borrowings, $0.36 million capital contributions by non-controlling interests holders, $0.36 million issuance of Series B preferred stock and $0.05 million issuance of Series A preferred stock, offset by $1.66 million payment of dividends to common stockholders, $0.41 million payment on existing mortgage notes payables, $0.34 million capital distributions to non-controlling interests holders, $0.24 million payment of dividends to Series A preferred stockholders, $0.20 million change in capital pending acceptance, $0.17 million payment of selling commissions and fees, $0.06 million repayment of finance lease liabilities and $0.01 million payment of dividends to Series B preferred stockholders.

Current wording

The net cash outflow of $0.42 million from financing activities resulted from $17.41 million payment on existing mortgage notes payables, $3.34 million payment of dividends to common stockholders, $0.72 million capital distributions to non-controlling interests holders, $0.48 million payment of dividends to Series A preferred stockholders, $0.35 million payment of selling commissions and fees, $0.20 million payment of deferred offering costs, $0.13 million change in capital pending acceptance, $0.11 million repayment of finance lease liabilities, $0.01 million payment of dividends to Series B preferred stockholders, $0.01 million payment on existing notes payables and $0.01 million redemption of Series A preferred stock, offset by cash inflows of $19.93 million of additional mortgage borrowings, $1.19 million of capital contributions by non-controlling interests holders, $1.13 million of issuance of Series B preferred stock and $0.10 million of issuance of Series A preferred stock.

Previous wording

During the three months ended September 30, 2025, the Board approved the following quarterly dividends:

Current wording

During the six months ended December 31, 2025, the Board of Directors approved the following quarterly dividends:

Previous wording

*Of the total dividends declared for Series B during the three months ended September 30, 2025, $66,658 was an increase in liquidation preference and $22,220 was the cash dividend.

Current wording

*Of the total dividends declared for Series B during the three months ended December 31, 2025, $134,306 was an increase in liquidation preference and $44,770 was the cash dividend.

Previous wording

On May 19, 2025, following a review of the Company’s financials, the current economic climate, the potential impact of new tariffs on demand for office and retail space, and the increased likelihood of a near-term recession, the Board of Directors approved the suspension of the regular quarterly dividend on the Company’s common stock effective immediately. This decision was made to preserve liquidity, enable the Company to make further investments in its own properties and developments where prudent, and to provide financial flexibility as to near-term commitments; the suspension will remain in effect until further notice.

Current wording

On May 19, 2025, following a review of the Company’s financials, the current economic climate, the potential impact of new tariffs on demand for office and retail space, and the increased likelihood of a near-term recession, the Board of Directors approved the suspension of the regular quarterly dividend on the Company’s common stock effective immediately. This decision was made to preserve liquidity, enable the Company to make further investments in its own properties and developments where prudent, and to provide financial flexibility as to near-term commitments; the suspension will remain in effect until further notice. The Board of Directors will continue to evaluate the dividend policy quarterly based on the Company’s financial performance, liquidity needs, and market conditions.