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Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-03-20 · 349 added, 244 removed, 458 unchanged (56% of the section changed)

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We were incorporated as a Maryland corporation on December 16, 2021.

We own and operate a portfolio of institutional residential properties including single-family homes, build-to-rent communities, and other residential communities located in attractive markets with a focus on the knowledge-economy and high-quality of life growth markets of the Sunbelt and Western United States.

We own and operate a portfolio of institutional residential properties including apartments, build-to-rent communities, single-family homes, and other residential communities located in attractive markets with a focus on the knowledge-economy and high-quality of life growth markets of the Sunbelt and Western United States.

Our current investment strategy is focused on growing our portfolio of residential communities.

Our principal objective is to generate attractive risk-adjusted returns on investments where we believe we can drive growth in funds from operations and net asset value by acquiring residential units, developing residential communities, and through Value-Add renovations.

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Substantially all our business is conducted through our Operating Partnership, of which we are the sole general partner.

As of December 31, 2024, we held twenty-three real estate investments, consisting of fourteen consolidated investments and nine preferred equity and loan investments.

The twenty-three investments represent an aggregate of 5,087 residential units, comprised of 3,453 consolidated units, of which 170 units are under development, and 1,634 units through preferred equity and loan investments, which includes planned units and those under development.

The twenty-four consolidated and preferred equity investments represent an aggregate of 5,572 residential units, comprised of 4,423 consolidated units, of which 370 units are under development or in lease-up, and 1,149 units through preferred equity investments, which includes planned units and those under development.

As of December 31, 2025, our consolidated operating investments were approximately 90.9% occupied;

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Provided below is a summary of our investment activity during the year ended December 31, 2025.

Acquisition of Amira at Westly

On October 31, 2024, we, through BR Amira DST, a Delaware statutory trust and a wholly owned subsidiary of our Operating Partnership (the “Amira DST”), acquired a 408-unit residential community located in Tampa, Florida known as Amira at Westly.

The purchase price of $103.0 million was funded with (i) a $56.7 million senior loan secured by Amira at Westly, (ii) borrowings of $36.0 million on a revolving credit facility, and (iii) cash of $14.5 million that we funded, inclusive of certain adjustments typical in such real estate transactions.

Amira at Westly is the first property that we acquired through a Delaware statutory trust to be part of a private placement offering through which interests in the Amira DST will be issued to third party accredited investors therein (as further described below).

Following the acquisition of Amira at Westly, the organizational structure with respect to the ownership of Amira at Westly is such that Amira at Westly is owned by the Amira DST, and the Amira DST is wholly owned by BHM Amira Investment Co, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Operating Partnership (“BHM Amira Investment Co”).

BHM Amira Investment Co initially owns all Class 2 DST Interests in the Amira DST, which will be redeemed over time to permit the issuance of Class 1 DST Interests in the Amira DST to third party accredited investors therein as part of a private placement offering.

Amira at Westly is subject to a Master Lease Agreement with BHM Amira Leaseco, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Operating Partnership (“BHM Amira Leaseco”), pursuant to which we, through BHM Amira Leaseco, receive and are obligated to pay rent received from Amira at Westly to the Amira DST.

Acquisition of Residential Communities

In addition to the acquisition of Amira at Westly presented above, we acquired three operating residential communities as follows:

Villas at Huffmeister with 294 units located in Houston, Texas and acquired through a 95% owned joint venture entity, Avenue at Timberlin Park with 200 units located in Jacksonville, Florida and acquired with full ownership interests, and Allure at Southpark with 350 units located in Charlotte, North Carolina and acquired through a 98.05% owned joint venture entity.

The aggregate purchase price of these three communities was approximately $167.0 million.

Preferred Equity and Loan Investment Summary

We entered into three new joint venture agreements with unaffiliated third parties to develop build-to-rent, single-family residential units.

We made commitments to invest capital for preferred equity interests in the three joint ventures as follows:

(i) $5.3 million for 82 units located in Bluffton, South Carolina known as Indigo Cove, (ii) $7.0 million for 170 units located in Brunswick, Georgia known as River Ford, and (iii) $14.6 million for 224 units located in Wildwood, Florida known as Canvas at Wildwood.

Of our aggregate commitment to invest approximately $26.9 million in the three joint ventures, $9.3 million had been funded as of December 31, 2024.

In addition, we entered into an agreement with an unaffiliated third party to provide capital in the maximum aggregate amount of $30.1 million, all of which was funded during 2024, for 102 build-to-rent, single-family residential units in Charlotte, North Carolina known as Wayford at Pringle.

Our investment in Wayford at Pringle is comprised of the following:

(i) a debt security investment in the aggregate amount of $7.8 million, and (ii) a loan investment in the aggregate amount of $22.3 million.

We held both a loan investment (the “Woods Loan”) and a preferred equity investment with unaffiliated third parties in The Woods at Forest Hill.

The Woods Loan was fully paid off in the principal amount of $8.3 million, and our preferred equity investment in the principal amount of $5.6 million was fully redeemed.

In addition, our remaining $1.7 million of preferred equity investment in Willow Park, which was redeemed in 2023 and collateralized by The Woods at Forest Hill and other investments held by the operating partnership of Peak Housing REIT (the “Peak REIT OP”), was received in full in 2024.

Also, our remaining preferred equity investment in the Peak REIT OP, which was collateralized by single-family residential units collectively known as Peak Housing, in the principal amount of $10.6 million was fully redeemed.

Sale of Navigator Villas

Prior to the sale of the property, and to effectuate a tax-deferred exchange under Section 1031 of the Code, we purchased our joint venture partner’s interest in Navigator Villas for $2.9 million, inclusive of estimated post-close adjustments.

On August 7, 2024, we closed on the sale of Navigator Villas located in Pasco, Washington for a sale price of $36.4 million, subject to certain prorations and adjustments typical in such real estate transactions.

After deductions for the payoff of existing mortgage indebtedness encumbering the property in the amount of $19.5 million, the purchase price of the joint venture partner’s interest, the payment of early extinguishment of debt costs, and closing costs and fees, the sale of Navigator Villas generated net proceeds of approximately $12.7 million and a gain on sale of approximately $10.0 million.

We recorded a loss on extinguishment of debt of $0.1 million related to the sale.

Sale of Consolidated Operating Units

Acquisition of Residential Communities through Delaware Statutory Trusts

Southern Pines Reserve - 272-unit residential community located in Aberdeen, North Carolina acquired on April 28, 2025 known as Southern Pines Reserve, aka Hawthorne.

The purchase price of $56.6 million was funded with (i) a $30.7 million senior loan secured by Southern Pines Reserve, (ii) borrowings of $20.0 million through our existing credit facility with KeyBank National Association (the “KeyBank Credit Facility”), and (iii) cash of $8.9 million funded by us, inclusive of certain adjustments typical in such real estate transactions.

Skytop Apartments – 361-unit residential community located in Cincinnati, Ohio acquired on September 29, 2025 known as Skytop Apartments.

The purchase price of $88.5 million was funded with (i) a $57.5 million senior loan secured by Skytop Apartments, (ii) borrowings of $22.0 million through the KeyBank Credit Facility, and (iii) cash of $13.0 million funded by us, inclusive of certain adjustments typical in such real estate transactions.

District at Parkview - 264-unit residential community located in Stone Mountain, Georgia acquired on December 18, 2025 known as District at Parkview.

The purchase price of $66.6 million was funded with (i) a $38.6 million senior loan secured by District at Parkview, (ii) cash of $21.3 million funded by us, and (iii) cash of $9.7 million funded by an affiliate of our Manager, inclusive of certain adjustments typical in such real estate transactions.

Southern Pines Reserve, Skytop Apartments and District at Parkview represent the second, third and fourth properties, respectively, that we have acquired through separate Delaware statutory trusts (each, a “DST”) to be part of private placement offerings through which interests in each DST are issued to third party accredited investors therein.

Harmony at Clear Creek Development

On September 30, 2025, we, through a joint venture with an unaffiliated third party (the “Harmony JV”), in which we hold an 85% interest, acquired land located in Shawnee, Kansas for a purchase price of $2.3 million for the development of an approximately 188-unit residential community to be known as Harmony at Clear Creek.

In connection with the acquisition and planned development, the Harmony JV entered into a construction loan agreement providing for borrowings of up to $46.5 million.

At December 31, 2025, the outstanding balance under the construction loan was negligible and is included in mortgages payable on our consolidated balance sheets.

The interest rate cap associated with the construction loan, and any capitalized interest, is recorded within construction in process on the consolidated balance sheets.

We account for Harmony at Clear Creek as a consolidated investment.

Parkside at Summers Corner

On November 26, 2025, we entered into an agreement with an unaffiliated third party to acquire full interest in a total of 100 residential community units in Summerville, South Carolina to be known as Parkside at Summers Corner.

Units are to be acquired in tranches as construction is completed, and as of December 31, 2025, we had acquired 12 of the total 100 units for an aggregate purchase price of $3.1 million.

Acquisition of Additional Interests in Investments

On July 11, 2025, we purchased the noncontrolling partner’s interest in each of the Peak JV 2 and Peak JV 3 portfolios for $0.2 million and $0.9 million, respectively.

We increased our interest in (i) the Peak JV 2 portfolio from 80% to 100% and (ii) the Peak JV 3 portfolio from 56% to 100%.

Sales of Consolidated Operating Units

We closed on the following sales:

four units in the ILE portfolio, eleven units in the Indy-Springfield portfolio, twenty-three units in the Peak JV 2 portfolio, and sixty units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements.

The ninety-eight units were sold for an aggregate of approximately $15.3 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions, and generated net proceeds of approximately $14.4 million and a gain on sales of approximately $1.8 million.

8 units in the Golden Pacific portfolio, 28 units in the ILE portfolio, 19 units in the Indy-Springfield portfolio, 24 units in the Peak JV 2 portfolio, and 48 units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements.

The 127 units were all previously classified as held for sale and sold for an aggregate of approximately $23.5 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions.

After deducting the paydown of existing mortgage indebtedness encumbering 27 units in the ILE portfolio of approximately $4.9 million, the sales of the 127 units generated net proceeds of approximately $16.6 million and a gain on sales of approximately $1.7 million.

The gain on sales is included in (impairment) and gain on sale of real estate investments, net on our consolidated statements of operations and comprehensive income (loss).

Loan Investment Activity

Our two remaining loan investments were paid off in full, including any accrued but unpaid interest amounts, as follows:

(i) Wayford at Pringle in the aggregate amount of $23.0 million, which included our principal investment of $22.3 million and accrued interest of $0.7 million, and (ii) Willow Park in the aggregate amount of $9.4 million, which included our principal investment of $9.4 million and a negligible amount of accrued interest.

Unconsolidated Real Estate Fund Summary

On April 25, 2025, we closed on the acquisition of a limited partnership interest in Marble Capital Income and Impact Fund, LP (the “Marble Fund”) for a purchase price of $25.0 million.

We account for our investment in the Marble Fund under the equity method as we consider our degree of influence to be significant.

The Marble Fund owns a diversified portfolio of multifamily assets and build-to-rent multifamily investments located in the United States.

Preferred Equity Investment Summary

Our preferred equity investment activity was as follows:

(i) we increased our original capital commitment for preferred equity interests in Wayford at Innovation Park by $2.0 million, increasing our total investment to $15.4 million, and (ii) we entered into two separate joint venture agreements with unaffiliated third parties and made commitments to invest up to (a) $16.2 million for preferred equity interests in the development of an approximately 300-unit residential community located in Sanford, North Carolina known as Sanford Marketplace, and (b) $9.5 million for preferred equity interests in the development of an approximately 245-unit residential community located in Asheville, North Carolina known as Archer at RiverBlue.

In addition, we had our preferred equity investments in three separate joint ventures with unaffiliated third parties fully redeemed as follows:

(i) The Cottages at Myrtle Beach redeemed in the aggregate amount of $28.1 million, which included our principal investment of $17.9 million, and accrued preferred return and outstanding amounts of $10.2 million, (ii) The Cottages of Port St.

Lucie redeemed in the aggregate amount of $30.0 million, which included our principal investment of $18.8 million, and accrued preferred return and outstanding amounts of $11.2 million, and (iii) Chandler redeemed in the aggregate amount of $19.6 million, which included our principal investment of $15.0 million, and accrued preferred return and outstanding amounts of $4.6 million.

We sold our preferred equity interests in both Indigo Cove and Wayford at Pringle to a joint venture, with such joint venture including an affiliate of our Manager, in the aggregate amounts of $4.2 million and $9.2 million, respectively, which included our outstanding principal investments and accrued preferred returns, net of any reimbursements.

As of December 31, 2025, we had funded $20.3 million of our $47.3 million aggregate commitment to fund capital for preferred equity interests in Archer at RiverBlue, Canvas at Wildwood, River Ford, and Sanford Marketplace.

Held for Sale

At December 31, 2024, we classified an aggregate of 167 units as held for sale in our consolidated balance sheets, and for the year ended December 31, 2024, we recorded an impairment of $3.3 million related to held for sale units which is included in gain on sale and (impairment) of real estate investments, net in our consolidated statements of operations and comprehensive income.

The 167 units classified as held for sale are all reported in our scattered single-family homes segment and are included in the following portfolios:

8 units of ILE, 37 units of Indy-Springfield, 32 units of Peak JV 2, and all 90 units of Peak JV 3.

At December 31, 2025 and 2024, we classified an aggregate of 107 units and 167 units, respectively, as held for sale on our consolidated balance sheets, with all units reported in our scattered single-family homes segment.

For the years ended December 31, 2025 and 2024, we recorded an impairment of $2.1 million and $3.3 million, respectively, related to held for sale units which is included in (impairment) and gain on sale of real estate investments, net on our consolidated statements of operations and comprehensive income (loss).

The 107 units classified as held for sale at December 31, 2025 are included in the following portfolios:

12 units of Golden Pacific, 27 units of ILE, 18 units of Indy-Springfield, 8 units of Peak JV 2, and all 42 units of Peak JV 3.

These units were identified based on submarket analysis and individual unit-level operational review.

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Series A Redeemable Preferred Stock

During the year ended December 31, 2024, we issued 4,198,566 shares of 6.0% Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) at $25.00 per share (the “Stated Value”) under a continuous registered offering with net proceeds of approximately $92.9 million after (i) commissions, dealer manager fees and sales discounts of approximately $10.6 million, and (ii) costs related to establishing the offering of Series A Preferred Stock of approximately $1.5 million.

During the year ended December 31, 2025, we issued 1,704,028 shares of 6.0% Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) at $25.00 per share (the “Stated Value”) under a continuous registered offering with net proceeds of approximately $36.5 million after commissions, dealer manager fees, sales discounts and costs related to establishing the offering of Series A Preferred Stock.

As of December 31, 2025, we had issued a total of 6,337,313 shares of Series A Preferred Stock with total net proceeds of approximately $137.6 million after commissions, dealer manager fees, sales discounts and offering costs.

During the year ended December 31, 2024, we, at the request of holders, redeemed 6,560 shares of Series A Preferred Stock through the issuance of 9,103 shares of Class A common stock.

In November 2023, we announced the payment of additional contingent special daily dividends with respect to our Series A Preferred Stock.

This dividend was aggregated with the regular monthly dividend so as to effect a dividend rate of two percent over the average 10-Year Daily Treasury Par Yield Curve Rate with a floor of 6% annually, calculated and paid monthly.

Commencing in November 2023, the Series A Preferred Stock additional contingent special dividend was declared for each month for which the Board declared the regular monthly dividend of $0.125 per outstanding share of Series A Preferred Stock.

In May 2024, we announced the payment of an enhanced special dividend replacing the additional contingent special daily dividend.

Additionally, as of December 31, 2025, we, at the request of holders, had redeemed a total of 10,960 shares of Series A Preferred Stock through the issuance of 18,653 shares of Class A common stock and redeemed a total of 37,650 shares of Series A Preferred Stock for $0.9 million in cash.

In May 2024, we announced the payment of an enhanced special dividend with respect to our Series A Preferred Stock.

The enhanced special dividend is aggregated with the regular monthly dividend so as to effect a dividend rate of the average one-month Term SOFR rate plus two percent, subject to a 6.5% minimum and an 8.5% maximum annual rate, calculated and paid monthly.

Commencing in May 2024, the Series A Preferred enhanced special dividend was declared for each month for which the Board declared the regular monthly dividend of $0.125 per outstanding share of Series A Preferred Stock.

Series A Preferred Stock Redemption Safeguard Policy

On February 6, 2025, we implemented a new Series A Preferred Stock Redemption Safeguard Policy (the “Series A Safeguard Policy”) with respect to our Series A Preferred Stock.

The Series A Safeguard Policy is applicable in the event of any redemption of shares of Series A Preferred Stock in shares of our Class A common stock rather than in cash (each, a “Series A Preferred Redemption in Common Stock”).

The Series A Safeguard Policy provides that if, within 10 business days of any such Series A Preferred Redemption in Common Stock, any such shares of Class A common stock are sold at a loss (i.e.

a lower price than the Aggregate Redemption Value), the holder can apply to us for a cash payment to the holder in an amount equal to the difference between (i) the Aggregate Redemption Value of the Class A common stock so issued, and (ii) the Aggregate Sale Price at which such shares of Class A common stock were sold, subject to certain conditions and requirements as set forth in the Series A Safeguard Policy.

The Series A Safeguard Policy applies both retroactively, and on a go-forward basis, to holders of our Series A Preferred Stock.

Series B Redeemable Preferred Stock

On December 10, 2025, the Securities and Exchange Commission (the “SEC”) declared effective our registration statement on Form S-11 (File No.

333-290772) (the “2025 Registration Statement”).

On December 11, 2025, we filed a prospectus supplement to the 2025 Registration Statement offering a maximum of 14,000,000 shares of 7.5% Series B Redeemable Preferred Stock at $25.00 per share, for a maximum offering amount of $350 million in Series B Preferred Stock.

As of December 31, 2025, there were no shares of Series B Preferred Stock issued or outstanding.

Series B Preferred Stock Redemption Safeguard Policy

Our Board has also implemented a Series B Preferred Stock Redemption Safeguard Policy (the “Series B Safeguard Policy”) with respect to our Series B Preferred Stock.

The Series B Safeguard Policy is applicable in the event of any redemption of shares of Series B Redeemable Preferred Stock in shares of our Class A common stock rather than in cash (each, a “Series B Preferred Redemption in Common Stock”).

The Series B Safeguard Policy provides that if, within 10 business days of any such Series B Preferred Redemption in Common Stock, any such shares of Class A common stock are sold at a loss (i.e.

a lower price than the Series B Aggregate Redemption Value), the holder can apply to us for a cash payment to the holder in an amount equal to the difference between (i) the Series B Aggregate Redemption Value of the Class A common stock so issued, and (ii) the Series B Aggregate Sale Price at which such shares of Class A common stock were sold, subject to certain conditions and requirements as set forth in the Series B Safeguard Policy.

The Series B Safeguard Policy applies both retroactively, and on a go-forward basis, to holders of our Series B Redeemable Preferred Stock.

Stockholders’ Equity

Our total stockholders’ equity decreased $10.4 million from $139.1 million as of December 31, 2024 to $128.7 million as of December 31, 2025.

The decrease in our total stockholders’ equity is primarily attributable to $2.2 million related to the acquisition of noncontrolling interests, preferred dividends declared of $4.0 million, and an adjustment of $2.3 million for noncontrolling interest ownership in the Operating Partnership, partially offset by net income of $0.4 million.

The decrease in our total stockholders’ equity is primarily attributable to net loss attributable to common stockholders of $11.5 million, common stock dividends declared of $2.0 million, and a net adjustment of $0.5 million for noncontrolling interest ownership, partially offset by the acquisitions of noncontrolling interests for $2.7 million, Class A common stock issuances of $0.6 million, net of forfeitures, and comprehensive income of $0.2 million.

Industry Outlook

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We believe industry dynamics present a compelling investment opportunity for us, including:

● Renting currently represents a significant cost saving to homeownership, and the recent increases in both housing prices and mortgage rates has exacerbated the difference.

This is expected to continue into the future and will force the millennial generation to rent for longer as they enter their household formation years.

● Demand fundamentals are strong and strengthening further, particularly from rental-biased and debt-burdened millennials now reaching peak homeownership age.

We believe that a continued upswing in propensity to rent, coupled with the limited and descending supply of housing options, signals significant opportunity in the residential rental industry.

● Residential rental production has been below historical levels since the end of the Great Financial Crisis.

This, couple with lack of new housing supply and a significant decrease in apartment construction following 2024 should create a goldilocks environment for the residential rental industry providing landlords with significant pricing power due to a strong imbalance of supply and demand.

housing deficit is expected to widen through the end of the decade, creating a large need for all forms of rental strategies.

Residential rental production has been below historical levels since the end of the Great Financial Crisis, creating a housing shortage of approximately 4.7 million residential units according to the US Chamber of Commerce.

● Low new residential supply, with residential construction and residential permitting notably below the 10-year average, is expected to create an ideal environment for the residential rental industry providing landlords with significant pricing power due to persistent demand.

According to Marcus & Millichap, the apartment sector has seen 11 consecutive quarters of positive net absorption suppressing the national average vacancy to 4.7%, well below the recent average.

● Renting currently represents a significant cost saving to homeownership, and the recent increases in both housing prices and mortgage rates has exacerbated the difference to nearly $1,200 per month according to Marcus & Millichap.

This is expected to continue for the foreseeable future, forcing the millennial generation to rent for longer as they enter their household formation years.

Results of Operations

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Note 6 “Notes and Interest Receivable”;

Note 7 “Investment in Unconsolidated Real Estate Fund”;

and Note 8 “Preferred Equity Investments,” to our Consolidated Financial Statements provide discussion of our various purchases and sales of consolidated investments, and our loan and preferred equity investments.

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Sale/Reno Units (4)

Scattered Single-Family Homes

Golden Pacific

Indy-Springfield

Dallas-Fort Worth, TX

Total Scattered Single-Family Homes / Average

Residential Communities

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Jacksonville, FL

District at Parkview (6)

Stone Mountain, GA

Skytop Apartments (6)

Cincinnati, OH

Southern Pines Reserve (6)

Villas at Huffmeister

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Total Residential Communities Units / Average

Scattered Single-Family Homes

Golden Pacific

Indy-Springfield

Dallas-Fort Worth, TX

Total Scattered Single-Family Homes / Average

Total Operating Units / Average

Development Investment Name

Development / Lease-up Investment Name

Residential Communities

Abode Wendell Fall (5)

Abode Wendell Falls (7)

Harmony at Clear Creek (7)

Parkside at Summers Corner (8)

Summerville, SC

Total Development Units

(1) Total operating units includes an aggregate of 107 units classified as held for sale, with such units included in the following portfolios:

8 units of ILE, 37 units of Indy-Springfield, 32 units of Peak JV 2, and all 90 units of Peak JV 3.

12 units of Golden Pacific, 27 units of ILE, 18 units of Indy-Springfield, 8 units of Peak JV 2, and all 42 units of Peak JV 3.

(2) Represents the average of the ending average effective rent per occupied unit as of the last day of each month in the three months ended December 31, 2025.

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(4) Percent occupied is calculated as (i) the number of units occupied as of December 31, 2025 divided by (ii) total number of units, expressed as a percentage, and excludes 107 units classified as held for sale and an aggregate of 11 down/renovation units.

(5) Abode Wendell Falls is a build-to-rent development project that commenced construction in 2024.

(5) Amira at Westly is held through our DST Program (refer to Note 9 of our consolidated financial statements for further information).

The Amira at Westly DST has been fully subscribed with equity from individual investors.

(6) District at Parkview, Skytop Apartments and Southern Pines Reserve are held through our DST Program.

(7) Represents a development project with no units delivered as of December 31, 2025.

Abode Wendell Falls commenced construction in 2024 and Harmony at Clear Creek is anticipated to commence construction in 2026.

(8) Parkside at Summers Corner represents a development project with units to be acquired in tranches as construction is completed.

Of the total 100 units that we have committed to acquire, 12 units had been acquired as of December 31, 2025.

The following is a summary of our consolidated operational results by reportable segment for the years ended December 31, 2025 and 2024 ($ in thousands, except average rental rates):

Scattered single-family homes

Residential communities

Rental and other property revenues

Scattered single-family homes

Residential communities

Property operating expenses

Scattered single-family homes

Total rental and other property revenues

Property operating expenses

Residential communities

Scattered single-family homes

Total property operating expenses

Net operating income

Residential communities

Scattered single-family homes

Total net operating income

Residential communities

Average occupancy percentage (1)(2)

Scattered single-family homes

Average occupancy percentage (1)(2)

Residential communities

Scattered single-family homes

Average rental rate (2)(3)

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(3) Represents the average of the ending average effective rent per occupied unit as of the last day of each month in the year presented.

The following is a summary of our preferred equity and loan investments as of December 31, 2024:

The following is a summary of our preferred equity investments as of December 31, 2025:

Total Actual/

Lease-up Investment Name

Location / Market

Development Investment Name (1)

(in millions)

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Cost Per Unit

Willow Park, TX

The Cottages at Myrtle Beach

Myrtle Beach, SC

The Cottage of Port St.

Wayford at Innovation Park (3)

Charlotte, NC

Wayford at Pringle

Charlotte, NC

Total Lease-up Units

Development Investment Name (4)

Brunswick, GA

Sanford Marketplace

Canvas at Wildwood

Archer at RiverBlue (3)

Asheville, NC

Total Development Units

Operating Investment Name (4)

Wayford at Innovation Park

Charlotte, NC

Total Operating Units

Total Units/Average

(1) Represents the average pro forma effective monthly rent per occupied unit for all expected occupied units upon stabilization.

(2) Chandler commenced lease-up in June 2024.

(3) Wayford at Innovation Park commenced lease-up in August 2023.

(1) None of the development investments had commenced lease-up as of December 31, 2025.

(2) For development investments, represents the average pro forma effective monthly rent per occupied unit for all expected occupied units during the first full quarter of stabilization.

For the operating investment, represents the average effective monthly rent per occupied unit.

(3) In December 2025, we entered into a joint venture agreement and made a commitment to invest capital for preferred equity interests in Archer at RiverBlue.

No capital had been funded as of December 31, 2025.

(4) Operating investment represents a stabilized operating property.

Year ended December 31, 2025 as compared to the year ended December 31, 2024

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The increase was primarily due to:

(i) the acquisition of 294 units at Villas at Huffmeister during the first quarter 2024, 200 units at Avenue at Timberlin Park during the third quarter 2024, 408 units at Amira at Westly and 350 units at Allure at Southpark during the fourth quarter 2024, and (ii) rental rate improvement from our active management and organic market rent growth.

The increase was partially offset by the sale of 176 units at Navigator Villas and 151 single-family units in our portfolio since January 1, 2023.

(i) the acquisition of 2,149 units at seven residential communities, which was partially offset by sales of 176 units at one residential community and 225 single-family units in our portfolio since January 1, 2024, and (ii) rental rate improvement from our active management and organic market rent growth.

Our average rent per occupied unit increased $56, or 3.4%, to $1,694 as compared to $1,638 during the prior year period.

Average occupancy decreased 30 basis points from 91.7% to 91.4% on a year over year basis.

Interest income from loan investments amounted to $1.6 million for the year ended December 31, 2024 as compared to $0.1 million for the same prior year period due to three new loan investments, one of which was fully paid off during the year ended December 31, 2024.

Our single-family rental rates increased 3.6% from active management and organic growth, and residential communities decreased 2.6% as a result of our newly acquired properties rental rates being lower than average rental rate at $1,600 per month.

Interest income from loan investments amounted to $0.6 million for the year ended December 31, 2025 as compared to $1.6 million for the same prior year period due to the full payoff of three loan investments since the third quarter of 2024.

Property operating expenses increased $9.1 million, or 38%, to $33.2 million for the year ended December 31, 2025 as compared to $24.1 million for the same prior year period.

The increase was primarily due to:

(i) the acquisition of 294 units at Villas at Huffmeister during the first quarter 2024, 200 units at Avenue at Timberlin Park during the third quarter 2024, 408 units at Amira at Westly and 350 units at Allure at Southpark during the fourth quarter 2024, and (ii) an increase in turnover expense subsequent to initial renovation completed on units in previous years.

The increase was partially offset by the sale of 176 units at Navigator Villas and 151 single-family units since January 1, 2023.

Property management and asset management fees expense were $5.4 million for the year ended December 31, 2025 as compared to $4.7 million in the same prior year period.

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Of the $11.2 million total expense for the year ended December 31, 2025, $6.6 million related to direct costs incurred by us, while the remaining $4.0 million related to the operating expense reimbursement to our Manager, which included rent, utilities, accounting and legal services, and IT expenses.

The expense reimbursement to our Manager included an increase of $2.1 million related to accounting and legal services compared to the same prior year period.

Prior to the fourth quarter 2023, the Manager elected to not seek reimbursement for legal and accounting services during our first year of operations.

Commencing with the operating expense reimbursement for the first quarter 2024, we paid the operating expense reimbursement to the Manager entirely in cash;

prior to the first quarter 2024, we paid the full operating expense reimbursement to the Manager through the issuance of C-LTIP Units.

Management fees to related party amounted to $10.5 million for the year ended December 31, 2025 as compared to $9.1 million for the same prior year period.

The increase was due to an increase in equity primarily from our continuous registered offering of Series A Preferred Stock, which began in the third quarter of 2023.

For the first three quarters of 2024, we paid the base management fee to the Manager as one half (50%) in C-LTIP Units and the remainder in cash, and for the fourth quarter of 2024, we will pay $0.2 million of the base management fee in C-LTIP Units with the remainder in cash.

Prior to the first quarter of 2024, we paid the full base management fee to the Manager through the issuance of C-LTIP Units

The increase was due to an increase in equity primarily from our continuous registered offering of Series A Preferred Stock.

For the year ended December 31, 2025, $0.8 million of the base management fee was, or shall be, paid in C-LTIP Units with the remainder in cash.

Prior to the fourth quarter 2024, we paid the base management fee to the Manager as one half (50%) in C-LTIP Units and the remainder in cash.

Acquisition and other transaction costs amounted to $0.4 million for the year ended December 31, 2025 as compared to $0.3 million for the same prior year period.

Acquisition costs can vary greatly, and the costs incurred in any given period may be significantly different in future periods.

The 2023 expense primarily relates to the transition of property management services for over 1,000 homes.

Weather-related losses amounted to $0.2 million for the year ended December 31, 2024 as compared to zero for the same prior year period.

The 2024 expense primarily relates to hurricane damage in Texas.

Depreciation and amortization expenses were $19.9 million for the year ended December 31, 2024 as compared to $16.2 million for the same prior year period, with the increase primarily due to the acquisition of Villas at Huffmeister during the first quarter 2024, Avenue at Timberlin Park during the third quarter 2024, and Amira at Westly and Allure at Southpark during the fourth quarter 2024.

The increase was partially offset by the sale of Navigator Villas and single-family units in our portfolio since January 1, 2023.

Weather-related losses amounted to $0.1 million for the year ended December 31, 2025 as compared to $0.2 million for the same prior year period.

The 2025 expense relates to weather damage at two real estate investments and the 2024 expense primarily relates to hurricane damage in Texas.

Depreciation and amortization expenses were $29.4 million for the year ended December 31, 2025 as compared to $19.9 million for the same prior year period, with the increase primarily due to the acquisition of seven residential communities since January 1, 2024.

The increase was partially offset by (i) the sales of one residential community and single-family units in our portfolio since January 1, 2024 and (ii) in-place leases being fully amortized at one residential community prior to 2025.

Other Income and Expense

Other income and expense amounted to income of $6.6 million for the year ended December 31, 2024 compared to income of $0.6 million for the same prior year period.

This was primarily due to a $11.5 million increase in gain on sales of real estate investments and a $2.8 million increase in interest income from our short-term cash investments.

These income sources were partially offset by a $5.0 million net increase in interest expense primarily attributable to a decrease in the fair value of the interest rate caps and swaps and an increase in the outstanding debt to $381.6 million at December 31, 2024 as compared to $166.7 million at December 31, 2023, and a $3.4 million increase in impairment on real estate.

Other income and expense amounted to expense of $9.5 million for the year ended December 31, 2025 as compared to income of $6.6 million for the same prior year period.

This was primarily due to (i) a $10.1 million decrease in gain on sales of real estate investments and a $1.2 million increase in impairment on real estate, (ii) a $5.9 million increase in interest expense primarily attributable to an increase in the outstanding debt to $440.8 million at December 31, 2025 as compared to $381.6 million at December 31, 2024, (iii) a decrease in preferred returns of $3.2 million as our preferred equity investments decreased to $35.7 million at December 31, 2025 as compared to $82.2 million at December 31, 2024 due to the redemption and/or sale of five preferred equity investments partially offset by two new preferred equity investments, and (iv) a $0.5 million increase in other expenses.

These expenses were partially offset by a $3.7 million gain on the sale of three available-for-sale investments (preferred equity investments) and $1.1 million income from the investment in one unconsolidated real estate fund.

Income Tax Expense

Income tax expense amounted to $1.6 million for the year ended December 31, 2025 as compared to zero for the same prior year period.

The 2025 expense primarily relates to three preferred equity investments and the properties in the DST program.

Net Operating Income

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Unrealized loss on derivatives

(Recovery of) provision for credit losses

Recovery of credit losses, net

Property management and asset management fees

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Preferred stock accretion

Other income, net

Other expense (income), net

Income tax expense

Income from preferred equity investments

Share of net earnings of equity method investment

Interest income from loan investments

(Gain) on sale and impairment of real estate investments, net

Impairment and (gain on sale) of real estate investments, net

Gain on sale of available-for-sale investments

Total property income

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Liquidity is a measure of our ability to meet potential cash requirements, both short- and long-term.

Our primary short-term liquidity requirements historically have related to (i) our operating expenses and other general business needs, (ii) investments in real estate, (iii) distributions to stockholders, (iv) committed investments and capital requirements to fund development and renovations at existing properties, (v) ongoing commitments to repay borrowings, including our revolving credit facilities and our maturing debt, and (vi) Class A common stock repurchases under our stock repurchase plan.

Our primary short-term liquidity requirements historically have related to (i) our operating expenses and other general business needs, (ii) investments in real estate, (iii) distributions to stockholders, (iv) committed investments and capital requirements to fund development and renovations at existing properties, (v) ongoing commitments to repay borrowings, including our maturing debt and KeyBank Credit Facility (as hereinafter defined, the “revolving credit facility”), and (vi) Class A common stock repurchases under our stock repurchase plan.

Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our short-term liquidity needs could be affected by various risks and uncertainties, including the risks detailed in Part I, Item 1A titled “Risk Factors”.

While consolidated occupancy excluding units classified as held for sale and down/renovation units remains strong at 93.0% as of December 31, 2025, in future periods we may experience reduced levels of tenant retention, and reduced foot traffic and lease applications from prospective tenants.

In addition, in October 2024, we launched a program to sponsor and raise capital through private placement offerings of Delaware statutory trusts (each, a “DST”) holding residential properties (collectively, the “DST Program”).

On December 10, 2025, the SEC declared effective our registration statement on Form S-11 (File No.

333-290772) (the “2025 Registration Statement”).

The securities covered by the 2025 Registration Statement include a maximum of 14,000,000 shares of 7.5% Series B Redeemable Preferred Stock (the “Series B Preferred Stock”) at $25.00 per share, for a maximum offering amount of $350 million in Series B Preferred Stock (the “Series B Preferred Offering”).

In October 2024, we launched a program (collectively, the “DST Program”) to sponsor and raise capital in private placement offerings of beneficial interests in specific Delaware statutory trusts (each, a “DST”) holding real properties (each, a “DST Property”).

We expect that the DST Program will give us the opportunity to expand and diversify our capital raise strategies by offering what we believe to be an attractive investment product for investors that may be seeking replacement properties to complete like-kind exchange transactions and create future pipeline acquisition opportunities.

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As compensation for the Operating Partnership’s obligations under the Master Leases, we will share in the rent paid by the tenants of the underlying properties in accordance with the waterfall set forth in the applicable Master Lease.

As of December 31, 2024, we had one offering in our DST Program and had raised $4.5 million in offering proceeds of the $66.0 million total offering, issued a demand note of $0.7 million, and had $103.4 million in total net real estate investments associated with the DST Program.

As of December 31, 2025, we had four DST Properties (Amira at Westly, District at Parkview, Skytop Apartments and Southern Pines Reserve) in our DST Program and raised net offering proceeds of $126.7 million, issued demand notes of $2.3 million, and had $310.3 million in total net real estate investments associated with the DST Program.

The Amira at Westly DST had been fully subscribed with equity from individual investors as of December 31, 2025.

In conjunction with sponsoring of the DST Program, our Operating Partnership is granted an option to acquire DST Interests from the DST Program’s beneficial owners at a later date for an aggregate value equal to such beneficial owner’s pro rata share of the appraised value of the properties, as determined by an independent appraisal firm, less any indebtedness encumbering such beneficial owner’s DST Interest or the beneficial owner’s pro rata share of any indebtedness encumbering the properties, which will be assumed or paid off by our Operating Partnership.

In general, we believe our available cash balances, cash flows from operations, proceeds from the offering of our Series A Preferred Stock, proceeds from the Amended DB Credit Facility and KeyBank Credit Facility (as hereinafter defined, and collectively, the “revolving credit facilities”), proceeds from our DST Program, proceeds from future mortgage debt financings for acquisitions and/or development projects, and other financing arrangements will be sufficient to fund our liquidity requirements with respect to our existing portfolio for the next 12 months.

In general, we believe our available cash balances, cash flows from operations, proceeds from the offerings of our Series A Preferred Stock and Series B Preferred Stock, proceeds from the revolving credit facility, proceeds from our DST Program, proceeds from future mortgage debt financings for acquisitions and/or development projects, and other financing arrangements will be sufficient to fund our liquidity requirements with respect to our existing portfolio for the next 12 months.

In general, we expect that our results related to our existing portfolio will improve in future periods as a result of anticipated future investments in and acquisitions of residential properties and build-to-rent communities.

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● $169.6 million in cash available at December 31, 2025;

● capacity of $79 million, of which approximately $13 million was available at December 31, 2024, on our revolving credit facilities;

● capacity of $50 million on the revolving credit facility, all of which was available at December 31, 2025 for use in our DST Program;

● proceeds from future mortgage debt financings for acquisition and/or development projects;

● cash generated from operating activities;

● proceeds from the offering of our Series A Preferred Stock and potential offerings of common and preferred stock, as well as issuances of units of limited partnership interest in our Operating Partnership (“OP Units”).

The following table summarizes our contractual obligations as of December 31, 2024 related to our mortgage notes secured by our properties and revolving credit facilities.

● proceeds from the offerings of our Series A Preferred Stock and Series B Preferred Stock, and potential offerings of common and preferred stock, as well as issuances of units of limited partnership interest in our Operating Partnership (“OP Units”).

The following table summarizes our contractual obligations as of December 31, 2025 related to our mortgage notes secured by our properties (the revolving credit facility had no outstanding balance at year end).

At December 31, 2025, our estimated future required payments on these obligations were as follows (amounts in thousands):

Mortgages Payable (Principal)

Revolving Credit Facilities

Estimated Interest Payments on Mortgages Payable and Revolving Credit Facilities

Estimated Interest Payments on Mortgages Payable

Estimated interest payments are based on the stated rates for mortgage notes payable assuming the interest rate in effect for the most recent quarter remains in effect through the respective maturity dates.

As of December 31, 2024, we had contractual commitments to fund future cash obligations in certain of our preferred equity investments and loan investments in the aggregate of $17.6 million and zero, respectively.

In addition, we made a commitment to fund the total estimated project costs of $56.9 million for the development of Abode Wendell Falls, a 170-unit build-to-rent development project in Wendell, North Carolina.

As of December 31, 2024, the remaining estimated project costs to complete Abode Wendell Falls was $49.4 million.

As of December 31, 2025, we had contractual commitments to fund future cash obligations in certain of our preferred equity investments in the aggregate of $27.0 million.

In addition, we have two consolidated residential communities (Abode Wendell Falls and Harmony at Clear Creek) under construction comprised of an aggregate of 358 units.

As of December 31, 2025, we estimate that the remaining costs associated with the completion of construction for these two residential communities will be approximately $113.6 million.

We intend to finance these costs through a combination of available cash, proceeds from construction loans, and preferred equity capital contributions.

We also committed to acquire an aggregate of 100 residential community units known as Parkside at Summers Corner.

We expect acquisitions to occur in tranches as construction is completed, and as of December 31, 2025, 88 units remain to be acquired, representing an aggregate purchase price of $22.6 million.

As equity capital market conditions permit, we may supplement our capital for short-term liquidity needs with proceeds of potential offerings of our common and preferred stock, as well as the issuance of OP Units.

Given the significant volatility in the trading price of REIT equities and our otherwise stable financial condition and liquidity position, we cannot provide assurances that these offerings are a likely source of capital to meet short-term liquidity needs.

On February 13, 2024, our Board authorized a stock repurchase plan that provided for the repurchase, from time to time, of up to an aggregate of $5 million of our outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”) and subject to Rule 10b-5 of the Exchange Act.

On February 13, 2024, our board of directors (the “Board”) authorized a stock repurchase plan for the repurchase of up to an aggregate of $5 million of our outstanding shares of Class A common stock.

The repurchase plan had a term of one year and ended in February 2025.

We made no repurchases of our Class A common stock under the stock repurchase plan.

Our Board did authorize a new stock repurchase plan in late February 2025;

refer to Subsequent Events further below in this section for additional information.

Our primary long-term liquidity requirements relate to (i) costs for additional residential investments, including development projects, (ii) repayment of long-term debt and our revolving credit facilities, (iii) capital expenditures, and (iv) cash redemption requirements related to our Series A Preferred Stock, and (v) Class A common stock repurchases under our stock repurchase plan.

We intend to finance our long-term liquidity requirements with net proceeds of additional issuances of common and preferred stock, including issuances in connection with the continuous registered offering of our Series A Preferred Stock, our revolving credit facilities, our DST Program, as well as future acquisition or project-based borrowings.

We made no repurchases of our Class A common stock under the plan.

On February 28, 2025, the Board authorized a new stock repurchase plan for the repurchase, from time to time, of up to an aggregate of $5 million of our outstanding shares of Class A common stock.

The repurchase plan has a term of one year ending on February 28, 2026, and may be discontinued at any time.

As of December 31, 2025, we had not made any repurchases of our Class A common stock under this plan.

On February 10, 2026, the Board authorized a new stock repurchase plan, effective March 1, 2026, for the repurchase, from time to time, of up to an aggregate of $10 million of our outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Exchange Act and subject to Rule 10b-5 of the Exchange Act.

The repurchase plan has a term of one year and ends on February 28, 2027, and may be discontinued at any time.

The extent to which we repurchase shares of our Class A common stock under the repurchase plan, and the timing of any such repurchases, depends on a variety of factors including general business and market conditions and other corporate considerations.

We expect that any repurchases of our Class A common stock will be through open market transactions, subject to market conditions, certain price limitations and other conditions established under the plan.

Open market repurchases will be structured to occur in conformity with the method, timing, price and volume requirements of Rule 10b-18 of the Exchange Act.

Our primary long-term liquidity requirements relate to (i) costs for additional residential investments, including development projects, (ii) repayment of long-term debt and our revolving credit facility, (iii) capital expenditures, and (iv) cash redemption requirements related to our Series A Preferred Stock and our Series B Preferred Stock, (v) cash requirements related to our Series A Safeguard Policy and our Series B Safeguard Policy, and (v) Class A common stock repurchases under our stock repurchase plan.

We intend to finance our long-term liquidity requirements with net proceeds of additional issuances of common and preferred stock, including issuances in connection with the continuous registered offerings of our Series A Preferred Stock and Series B Preferred Stock, our revolving credit facility, our DST Program, as well as future acquisition or project-based borrowings.

Our success in meeting these requirements will therefore depend upon our ability to access capital.

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We may also meet our long-term liquidity needs through borrowings from a number of sources, either at the corporate or project level.

In December 2023, we entered into an amended and restated credit agreement with Deutsche Bank Securities, Inc.

and a syndicate of other lenders, which provides for a revolving loan with a maximum commitment amount of $150 million (the “Amended DB Credit Facility”).

In addition, in October 2024, we entered into a credit agreement with KeyBank National Association and a syndicate of other lenders, which provides for a revolving loan with a maximum commitment amount of $50 million (the “KeyBank Credit Facility”).

We believe our revolving credit facilities will serve as our primary debt source that will continue to enable us to deploy our capital more efficiently and provide capital structure flexibility as we grow our asset base.

In addition to restrictive covenants, our revolving credit facilities contain material financial covenants.

At December 31, 2024, we were in compliance with all covenants under our credit facilities.

In October 2024, we entered into a credit agreement related to our DST Program with KeyBank National Association and a syndicate of other lenders which provides for a revolving loan with a maximum commitment amount of $50 million.

We believe this revolving credit facility will serve as our primary debt source that will continue to enable us to deploy our capital more efficiently and provide capital structure flexibility as we grow our asset base.

The revolving credit facility contains certain financial and operating covenants.

At December 31, 2025, we were in compliance with all covenants under our credit facility.

We will continue to monitor the debt markets, including Fannie Mae and Freddie Mac, and as market conditions permit, access borrowings that are advantageous to us.

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We expect to maintain a distribution on our Series A Preferred Stock in accordance with the terms which require monthly dividends.

While our distributions through December 31, 2024 have been paid from cash flow from operations and in accordance with our policy, distributions in the future may be paid from cash flow from operations, proceeds from the offering of our Series A Preferred Stock, proceeds from the DST Program, the sales of assets, and additional sources, such as from borrowings.

We have notes receivable in conjunction with properties that are in lease-up.

To date, these investments have been structured as senior loans, and in the future, we may also provide mezzanine financing to these types of projects.

The notes receivable provide a current stated return and require repayment based on a fixed maturity date.

If the property does not repay the notes receivable upon maturity, our income, FFO, CFFO and cash flows could be reduced below the stated returns currently being recognized if the property does not produce sufficient cash flow to pay its operating expenses and debt service, or to refinance its debt obligations.

We also have preferred equity interests in properties that are in various stages of development and in lease-up, and our preferred equity investments are structured to provide a current and/or accrued preferred return during all phases.

In addition, we expect to begin paying a distribution on our Series B Preferred Stock, and maintain such distributions, in accordance with the terms which require monthly dividends.

While our distributions through December 31, 2025 have been paid from cash flow from operations and in accordance with our policy, distributions in the future may be paid from cash flow from operations, proceeds from the offerings of our Series A Preferred Stock and Series B Preferred Stock, proceeds from the DST Program, the sales of assets, and additional sources, such as from borrowings.

We have preferred equity interests in properties that are in various stages of development and operating, and our preferred equity investments are structured to provide a current and/or accrued preferred return during all phases.

Each joint venture in which we own a preferred equity interest is required to redeem our preferred equity interests, plus any accrued preferred return, based on a fixed maturity date, generally in relation to the property’s construction loan or mortgage loan maturity.

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Alternatively, if the joint ventures do not redeem our preferred membership interest when required, our income, FFO, CFFO and cash flows could be reduced if the development project does not produce sufficient cash flow to pays its operating expenses, debt service and preferred return obligations.

We previously held notes receivable investments that were structured as senior loans.

In the future, we may make additional notes receivable investments structured as senior loans or through mezzanine financing.

The notes receivable provided a current stated return and required repayment based on a fixed maturity date.

If the property did not repay the notes receivable upon maturity, our income, FFO, CFFO and cash flows could have been reduced below the stated returns if the property did not produce sufficient cash flow to pay its operating expenses and debt service, or to refinance its debt obligations.

As we evaluate our capital position and capital allocation strategy, we may consider alternative means of financing our development loan and preferred equity investment activities at the subsidiary level.

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As of December 31, 2025, we have off-balance sheet arrangements that may have a material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital resources or capital expenditures.

As of December 31, 2024, we own investments in eight joint ventures that are accounted for as available-for-sale debt securities.

As of December 31, 2025, we entered into five joint venture agreements which are classified as available-for-sale debt securities.

Cash Flows from Operating Activities

As of December 31, 2024, we held twenty-three real estate investments, consisting of fourteen consolidated investments and nine preferred equity and loan investments, with the twenty-three investments representing an aggregate of 5,087 residential units.

As of December 31, 2025, we held twenty-five real estate investments, consisting of nineteen consolidated investments, five preferred equity investments, and one unconsolidated real estate fund investment, with the twenty-four consolidated and preferred equity investments representing an aggregate of 5,572 residential units.

During the year ended December 31, 2025, net cash provided by operating activities was $27.8 million after net loss of $32.6 million was adjusted for the following:

● non-cash items of $30.2 million;

● distributions of income and income from preferred equity investments of $2.3 million;

● distributions of income from preferred equity investments of $26.6 million;

● an increase in due to affiliates, net of $4.0 million;

● an increase in accounts payable and other accrued liabilities of $3.4 million;

● a decrease in accounts receivable, prepaids and other assets of $1.3 million;

● a decrease in due from affiliates, net of $0.6 million;

● an increase in notes and accrued interest receivable of $0.3 million.

● distributions from investments in unconsolidated real estate funds of $0.6 million;

● a decrease in notes and accrued interest receivable of $0.5 million;

● an increase in accounts receivable, prepaids and other assets of $4.9 million.

Cash Flows from Investing Activities

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● $226.5 million used in acquiring consolidated real estate investments;

● $39.4 million used in acquiring investments in preferred equity investments and notes receivable;

● $25.0 million used in an investment in an unconsolidated real estate fund;

● $17.4 million used on capital expenditures;

● $2.7 million paid for an interest rate cap;

● $50.0 million of proceeds from the sale of real estate investments.

● $16.2 million of proceeds from the redemption of preferred equity investments;

● $16.8 million used in investments in preferred equity investments;

● $1.6 million used in the purchase of rate caps;

● $64.6 million of proceeds from the sale and redemption of preferred equity investments;

● $31.7 million of repayments of notes receivable;

● $0.1 million of insurance proceeds related to real estate investments.

● $21.5 million of proceeds from the sale of real estate investments.

Cash Flows from Financing Activities

During the year ended December 31, 2025, net cash provided by financing activities was $204.9 million primarily due to the following:

● net borrowings of $158.5 million on mortgages payable;

● net proceeds of $92.9 million from the issuance of Series A Preferred Stock;

● $133.6 million of contributions from noncontrolling interests;

● borrowings of $126.9 million on mortgages payable;

● proceeds of $42.0 million from borrowings on revolving credit facilities;

● capital contributions of $5.9 million from partially owned properties’ noncontrolling interests;

● $22.3 million of repayments of our mortgages payable;

● net proceeds of $36.5 million from the issuance of Series A Preferred Stock;

● $103.0 million of repayments on revolving credit facilities;

● $8.5 million of distributions to noncontrolling interests;

● $9.0 million in cash distributions paid to preferred stockholders;

● $6.7 million of repayments of our mortgages payable;

● $6.3 million in deferred financing costs;

● $3.4 million of distributions to noncontrolling interests;

● $2.3 million in cash distributions paid to partially owned properties’ noncontrolling interests;

● $1.5 million of distributions to common stockholders;

● $3.5 million in cash distributions paid to preferred stockholders;

● $1.1 million for purchase of interests from noncontrolling interests;

● $0.1 million in cash distributions paid to partially owned properties’ noncontrolling interests.

● $0.9 million paid for the redemption of Series A Preferred Stock.

Year ended December 31, 2025 as compared to the year ended December 31, 2024

Operating Activities

Net cash flow provided by operating activities decreased $4.8 million in 2024 compared to 2023 primarily due to:

● decrease in net distributions of income and income from preferred equity investments of $3.1 million;

● operating income, adjusted for non-cash activity, decreased $3.0 million;

● decrease in amounts due to affiliates, net of $1.9 million;

● decrease in accounts receivable, prepaid expenses and other assets of $1.5 million;

● increase in notes and accrued interest receivable of $0.2 million;

Net cash flow provided by operating activities increased $18.7 million in 2025 compared to 2024 due to:

● increase in net distributions of income from preferred equity investments of $24.3 million;

● increase in amounts due to affiliates, net of $4.6 million;

● increase in accounts payable and other accrued liabilities of $1.5 million;

● decrease in notes and accrued interest receivable of $0.8 million;

● increase in distributions from investments in unconsolidated real estate funds of $0.6 million;

● operating income, adjusted for non-cash activity, decreased $6.9 million;

● increase in accounts receivable, prepaid expenses and other assets of $6.2 million.

Investing Activities

Net cash used in investing activities increased $199.2 million in 2024 compared to 2023 primarily due to:

● net increase in acquisition of real estate investments and capital expenditures of $237.1 million;

● lower proceeds from redemption of preferred equity investments of $9.6 million;

● increase in investment in notes receivable of $4.6 million;

● increase in purchase of interest rate cap of $2.7 million;

● higher proceeds from the sales of real estate investments of $41.0 million;

Net cash used in investing activities decreased $55.5 million in 2025 compared to 2024 primarily due to:

● higher proceeds from redemption of preferred equity investments of $48.4 million;

● increased repayments on notes receivable of $23.4 million;

● lower investments in preferred equity investments of $5.5 million.

● decrease in investments in notes receivable of $22.3 million;

● net decrease in acquisition of real estate investments and capital expenditures of $13.7 million;

● decrease in the purchase of interest rate caps of $1.1 million;

● decreased investments in preferred equity investments of $0.3 million;

● lower proceeds from the sales of real estate investments of $28.5 million;

● increased investments in unconsolidated real estate funds of $25.0 million.

Financing Activities

Net cash provided by financing activities increased $245.1 million in 2024 compared to 2023 primarily due to:

● increase in mortgage borrowings of $158.5 million;

● increase in net proceeds from the Series A Preferred Offering of $84.2 million;

● increase in proceeds from credit facilities of $50.0 million;

● increase in contributions from noncontrolling interests of $5.5 million;

● increase in the purchase of noncontrolling interests of $2.2 million;

● decrease in distributions paid to partially owned properties’ noncontrolling interests $0.2 million;

● increase in net mortgage repayments of $20.8 million;

● increase in distributions paid of $15.8 million;

Net cash provided by financing activities decreased $55.8 million in 2025 compared to 2024 primarily due to:

● increase in revolving credit facility repayments of $83.0 million;

● increase in deferred financing fees of $4.9 million.

● decrease in net proceeds from the Series A Preferred Offering of $56.4 million;

● decrease in mortgage borrowings of $31.6 million;

● decrease in proceeds from credit facilities of $29.0 million;

● increase in distributions paid to partially owned properties’ noncontrolling interests $2.2 million;

● increase in redemptions of Series A Preferred Stock of $0.9 million;

● increase in contributions from noncontrolling interests of $127.7 million;

● decrease in mortgage repayments of $15.6 million;

● decrease in distributions paid of $2.0 million;

● decrease in the purchase of noncontrolling interests of $1.8 million.

Capital Expenditures

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Adjustments for notes receivable, preferred equity investments and joint ventures will be calculated to reflect FFO on the same basis.

CFFO makes certain adjustments to FFO, removing the effect of items that do not reflect ongoing property operations such as acquisition and other transaction costs, non-cash interest, unrealized gains or losses on derivatives, provision for (recovery of) credit losses, losses on extinguishment of debt and debt modification costs (includes prepayment penalties incurred and the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt), one-time weather-related costs, equity compensation expense, and preferred stock accretion.

CFFO makes certain adjustments to FFO, removing the effect of items that do not reflect ongoing property operations such as acquisition and other transaction costs, non-cash interest, unrealized gains or losses on derivatives, provision for (recovery of) credit losses, non - cash returns on unconsolidated real estate funds, losses on extinguishment of debt and debt modification costs (includes prepayment penalties incurred and the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt), one-time weather-related costs, equity compensation expense, non - recurring income tax, and preferred stock accretion.

We believe that CFFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core recurring property operations.

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Real estate depreciation and amortization

(Gain) on sale and impairment of real estate investments, net

Impairment and (gain on sale) of real estate investments, net

Gain on sale of available-for-sale investments

Adjustment for partially owned properties’ noncontrolling interests

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Unrealized loss on derivatives

(Recovery of) provision for credit losses, net

Recovery of credit losses, net

Non-cash returns on unconsolidated real estate funds

Weather-related losses, net

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Non-real estate depreciation and amortization

Other income, net

Other expense (income), net

Non-cash equity compensation

Non-recurring income tax expense

Preferred stock accretion

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Paid / Payable Date

Class A common stock Special Dividend

December 19, 2023

Class A common stock

March 11, 2025

March 25, 2025

April 4, 2025

March 11, 2025

June 25, 2025

March 11, 2025

September 25, 2025

October 3, 2025

March 11, 2025

December 24, 2025

January 5, 2026

Class C common stock Special Dividend

December 19, 2023

Class C common stock

March 11, 2025

March 25, 2025

April 4, 2025

March 11, 2025

June 25, 2025

March 11, 2025

September 25, 2025

October 3, 2025

March 11, 2025

December 24, 2025

36 unchanged sentences

January 5, 2026

Series A Preferred Special Dividend (2)

November 7, 2023

Each day of December 1 - 31, 2023

Series A Preferred Enhanced Special Dividend (2)

October 14, 2024

December 24, 2024

January 3, 2025

January 15, 2025

Each day of January 1 - 31, 2024

January 24, 2025

February 5, 2025

January 15, 2025

Each day of February 1 - 29, 2024

February 25, 2025

March 5, 2025

January 15, 2025

Each day of March 1 - 31, 2024

March 25, 2025

April 4, 2025

April 15, 2025

Each day of April 1 - 30, 2024

Series A Preferred Enhanced Special Dividend (3)

April 25, 2025

April 15, 2025

June 25, 2025

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(1) Holders of record of newly issued Series A Preferred Stock shares that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series A Preferred Stock was outstanding.

(2) Holders of record of Series A Preferred Stock shares as of the close of business on each day of the applicable month were entitled to additional contingent special daily dividends for each such day, to be aggregated and payable (if at all) on the payable date, in each case equal to the amount (if any) by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average 10-year Daily Treasury Par Yield Curve Rate for the period from the 26 th of the prior month to the 25 th of the applicable month (as reported by the United States Department of the Treasury), plus (II) two percent, divided by (b) twelve, divided further by (c) the actual number of days in the applicable month, exceeds (ii) the quotient of (a) $0.125 divided by (b) the actual number of days in the applicable month.

(3) Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend, which replaces the additional contingent special daily dividends, equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the one-month Term SOFR for each day commencing on the 26 th of the prior month to the 25 th of the applicable month, plus (II) two percent, divided by (b) twelve, exceeds (ii) the standard monthly dividend of $0.125 per share of Series A Preferred Stock.

(2) Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the one-month Term SOFR for each day commencing on the 26 th of the prior month to the 25 th of the applicable month, plus (II) two percent, divided by (b) twelve, exceeds (ii) the standard monthly dividend of $0.125 per share of Series A Preferred Stock.

The enhanced special dividend will be aggregated with the standard monthly dividend so as to effect a dividend rate on the Series A Preferred Stock that is subject to a 6.5% minimum and 8.5% maximum annual rate.

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Second Quarter

Class A common stock

Class C common stock

Series A Preferred Stock (1)

LTIP / C-LTIP Units

Total second quarter

Third Quarter

Class A common stock

Class C common stock

Series A Preferred Stock (1)

LTIP / C-LTIP Units

Total third quarter

Fourth Quarter

Class A common stock

Class C common stock

Series A Preferred Stock (1)

LTIP / C-LTIP Units

Total fourth quarter

(1) Series A Preferred Stock amounts include the standard dividend at an annual rate of 6.0% of the Stated Value plus any special and enhanced special dividends.

(1) Series A Preferred Stock amounts include the standard dividend at an annual rate of 6.0% of the Stated Value and any enhanced special dividends.

Critical Accounting Policies and Estimates

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The consolidated financial statements include our accounts and those of the Operating Partnership and its subsidiaries.

As of December 31, 2024, limited partners other than the Company owned approximately 69.48% of the common units of the Operating Partnership, of which 56.72% is held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 12.76% is held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 3.09% which are not vested at December 31, 2024.

Real Estate Investments, Preferred Equity Investments and Notes Receivable

As of December 31, 2025, limited partners other than the Company owned approximately 69.36% of the common units of the Operating Partnership, of which 55.65% is held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 13.71% is held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 2.37% which were not vested at December 31, 2025.

Consolidated Investments in Real Estate, Preferred Equity Investments, Notes Receivable and Unconsolidated Funds

We first analyze an investment to determine if it is a variable interest entity (“VIE”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810:

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For investments that meet the criteria of a security under ASC 320 Investments – Debt Securities, we classify each investment as an available-for-sale (“AFS”) debt security as we do not have the positive intent to hold all investments to maturity.

We account for these investments as preferred equity investments in our consolidated balance sheets, and we earn a fixed return on these investments which is included within income from preferred equity investments in our consolidated statements of operations and comprehensive income.

AFS debt securities are carried at fair value in our consolidated balance sheets, and any unrealized gains or losses on AFS debt securities are reported as a component of accumulated other comprehensive income in our consolidated balance sheets, and as a component of other comprehensive income in our consolidated statements of operations and comprehensive income.

We evaluate the collectability of each preferred equity investment and estimate a provision for credit loss, as applicable.

We account for these investments as preferred equity investments on our consolidated balance sheets, and we earn a fixed return on these investments which is included within income from preferred equity investments on our consolidated statements of operations and comprehensive income (loss).

AFS debt securities are carried at fair value on our consolidated balance sheets, and any unrealized gains or losses on AFS debt securities are reported as a component of accumulated other comprehensive income on our consolidated balance sheets, and as a component of other comprehensive income on our consolidated statements of operations and comprehensive income (loss).

We evaluate each AFS debt security that has an unrealized loss recorded at the reporting date for a provision for credit loss, as applicable.

Refer to the Current Expected Credit Losses (“CECL”) section below for further information regarding CECL and our provision for credit losses.

We previously classified our preferred equity investments as held-to-maturity debt securities as the investments met the criteria of a security under ASC 320 Investments – Debt Securities .

As of December 31, 2024, we do not have the positive intent to hold all the securities to maturity.

As such, we have reclassified all our previously held-to-maturity debt securities to AFS debt securities.

For investments that do not meet the criteria of a security under ASC 320 Investments – Debt Securities , we have concluded that the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate.

We recognize interest income on our notes receivable on the accrual method unless a significant uncertainty of collection exists.

Prior to the fourth quarter 2024, we classified our preferred equity investments as held-to-maturity debt securities as the investments met the criteria of a security under ASC 320 Investments – Debt Securities .

As of December 31, 2024, we did not have the positive intent to hold all the securities to maturity, and as such, we reclassified all our previously held-to-maturity debt securities to AFS debt securities.

As of December 31, 2025, we continue to not have the positive intent to hold all the securities to maturity due to the sale of two preferred equity investments during 2025 (refer to Note 8 of our consolidated financial statements for further information).

For investments that do not meet the criteria of a security under ASC 320 Investments – Debt Securities , we will evaluate the characteristics and the facts and circumstances to determine if loan accounting treatment is appropriate.

If loan accounting treatment is deemed appropriate, we recognize interest income on our notes receivable on the accrual method unless a significant uncertainty of collection exists.

If a significant uncertainty exists, interest income is recognized as collected.

Costs incurred to originate our notes receivable are deferred and amortized using the effective interest method over the term of the related note receivable.

We evaluate the collectability of each loan investment and estimate a provision for credit loss, as applicable.

In circumstances where we do have significant influence in the investment, however we determine that the investment does not meet the criteria of a security under ASC 320 Investments – Debt Securities and that loan accounting treatment is not appropriate, we generally account for these investments under the equity method.

The equity method of accounting requires these investments to be initially recorded at cost and subsequently increased (decreased) for our share of net income (loss), and increased (decreased) for contributions (distributions).

The proportionate share of the results of operations of these investments is recognized on a one-quarter lag and is recorded in our earnings or losses.

Real Estate Assets

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In making estimates of fair values for purposes of allocating the purchase price of acquired properties, we utilize various sources including our own market knowledge obtained from historical transactions, published market data, and independent appraisers.

In this regard, we also utilize information obtained from county tax assessment records to assist in the determination of the fair value of the land and building.

Intangible assets include the value of in-place leases which represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up.

We amortize the value of in-place leases to expense over the remaining non-cancelable term of the respective leases, which is on average six months.

In this regard, we may also utilize information obtained from county tax assessment records to assist in the determination of the fair value of the land and building.

Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require us to make significant assumptions to estimate market lease rates, property operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, prevailing interest rates and the number of years the property will be held for investment.

13 unchanged sentences

In-place leases

Intangible Assets

Intangible assets includes (i) the value of in-place leases and (ii) a real estate tax abatement.

The value of in-place leases represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up.

We amortize the value of in-place leases to expense over the remaining non-cancelable terms of the respective leases, which is on average six months.

In connection with the acquisition of Skytop Apartments in September 2025 (refer to Note 3 of our consolidated financial statements for further information), we allocated approximately $5.5 million of the purchase price to a real estate tax abatement.

The tax abatement is being amortized on a straight-line basis over its estimated remaining useful life of approximately 13.0 years.

The value of in-place leases and the real estate tax abatement are recorded within other intangible assets, net on our consolidated balance sheets.

At December 31, 2025, the net carrying values of in-place leases and the real estate tax abatement were $2.1 million and $5.4 million, respectively.

Impairment of Operating Real Estate Assets

4 unchanged sentences

When indicators of potential impairment suggest that the carrying value of operating real estate and related intangible assets may not be recoverable, we assess the recoverability of the assets by estimating whether we will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition.

Based on this analysis, if we do not believe that we will be able to recover the carrying value of the operating real estate and related intangible assets, we will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate and related intangible assets based on the discounted cash flows of the operating asset.

During 2024, the Lubbock, Texas submarket experienced deterioration, and as a result, we recorded a $1.4 million impairment loss on the Peak JV 2 portfolio as of December 31, 2024, which is included in gain on sale and (impairment) of real estate investments, net in our consolidated statement of operations and comprehensive income.

The Peak JV 2 portfolio is included in the scattered single-family homes segment.

No impairment losses on operating real estate and related intangible assets were recorded in 2023.

Fair value is determined by using valuation techniques appropriate to the specific operating asset, which may include discounted cash flow analysis or a broker’s opinion of value.

These valuation methods utilize inputs that fall within Level 3 of the fair value hierarchy.

During the year ended December 31, 2025, we recognized an impairment loss of approximately $3.8 million related to our Peak JV 2 portfolio, which is included in our scattered single-family homes segment.

Of the total impairment loss, approximately $3.5 million was attributable to a revised hold period assessment for 75 units within the portfolio that are now expected to be sold in the near term.

The remaining $0.3 million impairment loss was driven by deterioration in submarket conditions.

During 2024, the Lubbock, Texas submarket experienced deterioration, and as a result, we recorded a $1.4 million impairment loss on the Peak JV 2 portfolio as of December 31, 2024.

The impairment losses for 2025 and 2024 are recorded within (impairment) and gain on sale of real estate investments, net on our consolidated statement of operations and comprehensive income (loss).

Held for Sale Real Estate Assets

1 unchanged sentence

Real estate assets classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell and are presented separately within operating real estate held for sale, net on our consolidated balance sheets.

At December 31, 2024 and 2023, we had 167 units and 118 units, respectively, classified as held for sale, and for the years ended December 31, 2024 and 2023, we had recorded impairments related to held for sale units of $3.3 million and $1.3 million, respectively, which is included in gain on sale and (impairment) of real estate investments, net in our consolidated statements of operations and comprehensive income.

At December 31, 2025 and 2024, we had 107 units and 167 units, respectively, classified as held for sale, and for the years ended December 31, 2025 and 2024, we recorded impairments related to held for sale units of $2.1 million and $3.3 million, respectively, which is included in (impairment) and gain on sale of real estate investments, net on our consolidated statements of operations and comprehensive income (loss).

Revenue Recognition

1 unchanged sentence

Rental revenue is recognized on an accrual basis and when the collectability of the amounts due from tenants is deemed probable.

Rental revenue is included within rental and other property revenues on our consolidated statements of operations and comprehensive income.

Rental revenue is included within rental and other property revenues on our consolidated statements of operations and comprehensive income (loss).

Amounts received in advance are recorded as a liability within other accrued liabilities on our consolidated balance sheet.

1 unchanged sentence

Current Expected Credit Losses (CECL)

Notes Receivable

We estimate provision for credit losses on our loan investments (notes receivable) under CECL.

This method is based on expected credit losses for the life of the investment as of each balance sheet date.

The method for calculating the estimate of expected credit loss considers historical experience and current conditions for similar loans and reasonable and supportable forecasts about the future.

We estimate our provision for credit losses using a collective (pool) approach for investments with similar risk characteristics, such as collateral and duration of investment.

In measuring the CECL provision for investments that share similar characteristics, we apply a default rate to the investments for the remaining loan investment hold period.

As we do not have a significant historical population of loss data on our loan investments, our default rate utilized for CECL is based on an external historical loss rate for commercial real estate loans.

In addition to analyzing investments as a pool, we perform an individual investment assessment of expected credit losses.

If it is determined that the borrower is experiencing financial difficulty, or a foreclosure is probable, or we expect repayment through the sale of the collateral, we calculate expected credit losses based on the value of the underlying collateral as of the reporting date.

During this review process, if we determine that it is probable that we will not be able to collect all amounts due for both principal and interest according to the contractual terms of an investment, that loan investment is not considered fully recoverable and a provision for credit loss is recorded.

In estimating the value of the underlying collateral when determining if a loan investment is fully recoverable, we evaluate estimated future cash flows to be generated from the collateral underlying the investment.

The inputs and assumptions utilized to estimate the future cash flows of the underlying collateral are based upon our evaluation of the operating results, economy, market trends, and other factors, including judgments regarding costs to complete any construction activities, lease-up and occupancy rates, rental rates, and capitalization rates utilized to estimate the projected cash flows at the disposition.

We may also obtain a third-party valuation which may value the collateral through an “as-is” or “stabilized value” methodology.

If upon completion of the valuation the fair value of the underlying collateral securing the investment is less than the net carrying value, we record a provision for credit loss on that loan investment.

As the investment no longer displays the characteristics that are similar to those of the pool of loan investments, the investment is removed from the CECL collective (pool) analysis described above.

Preferred Equity Investments

We perform an individual assessment of expected credit losses for our preferred equity investments, which are accounted for as AFS debt securities, that have an unrealized loss recorded at the reporting date.

We first evaluate whether we intend to sell, or it is more likely than not that we will be required to sell, the AFS debt security before recovery of our amortized cost basis.

If either criteria regarding intent or requirement to sell is met, the amortized cost basis of the security is written down to its fair value through income.

If these criteria are not met, we evaluate whether the decline in fair value of the AFS debt security has resulted from credit losses.

During this review process, if we determine that it is probable that we will not be able to collect all amounts due for both principal and interest according to the contractual terms of an investment, that preferred equity investment is not considered fully recoverable and a provision for credit loss is recorded.

During this review process, if we determine that it is probable that we will not be able to collect all amounts due for both principal and interest according to the contractual terms of an investment, the preferred equity investment is not considered fully recoverable.

As such, a provision for credit loss is recorded, limited by the amount that the fair value is less than the amortized cost basis.

Any remaining noncredit loss component of unrealized loss would be recognized as a component of other comprehensive income.

Changes in the provision for credit loss are recorded as a provision for (or recovery of) credit loss expense.

Losses are charged against the allowance when we believe the non-collectability of an AFS debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Accrued interest receivable on AFS debt securities is excluded from the estimate of credit losses.

New Accounting Pronouncements

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April 2, 2026

Series B Preferred Stock (1)

January 15, 2026

January 23, 2026

February 5, 2026

January 15, 2026

February 25, 2026

March 5, 2026

January 15, 2026

March 25, 2026

April 2, 2026

(1) Holders of record of newly issued Series A Preferred Stock shares and Series B Preferred Stock shares that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series A Preferred Stock and Series B Preferred Stock was outstanding.

3 unchanged sentences

Declaration Date

Class A common stock

March 11, 2025

December 24, 2025

January 5, 2026

Class C common stock

March 11, 2025

December 24, 2025

January 5, 2026

Series A Preferred Stock (1)

2 unchanged sentences

January 5, 2026

Series A Preferred Stock

March 11, 2025

December 24, 2025

January 5, 2026

LTIP / C-LTIP Units

March 11, 2025

December 24, 2025

January 5, 2026

February 5, 2025

Series A Preferred Stock (1)

January 15, 2026

January 23, 2026

February 5, 2026

March 5, 2025

Series A Preferred Stock distribution per share amounts include the standard dividend at an annual rate of 6.0% of the Stated Value and any enhanced special dividends.

Series A Preferred Stock Redemption Safeguard Policy

On February 6, 2025, we implemented a new Series A Preferred Stock Redemption Safeguard Policy (the “Policy”) with respect to our Series A Preferred Stock.

The Policy is applicable in the event of any redemption of shares of Series A Preferred Stock in shares of our Class A common stock rather than in cash (each, a “Preferred Redemption in common stock”).

The Policy provides that if, within 10 business days of any such Preferred Redemption in common stock, any such shares of Class A common stock are sold at a loss (i.e.

The Policy applies both retroactively, and on a go-forward basis, to holders of our Series A Preferred Stock.

Class A Common Stock Repurchase Plan

On February 28, 2025, our Board authorized a new stock repurchase plan for the repurchase, from time to time, of up to an aggregate of $5 million of our outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Exchange Act and subject to Rule 10b-5 of the Exchange Act.

The repurchase plan has a term of one year and may be discontinued at any time.

The repurchase plan has a term of one year and ends on February 28, 2027, and may be discontinued at any time.

1 unchanged sentence

Open market repurchases will be structured to occur in conformity with the method, timing, price and volume requirements of Rule 10b-18 of the Exchange Act.

Commencement of Common Stock Dividends

On March 11, 2025, we declared, and our Board previously authorized, quarterly cash dividends of $0.125 per share, or $0.50 per share annually, for our Class A common stock and Class C common stock for each quarter of fiscal year 2025.

The common stock dividends will be payable quarterly to the stockholders of record as of (i) March 25, 2025, (ii) June 25, 2025, (iii) September 25, 2025, and (iv) December 24, 2025, which will be paid in cash on (i) April 4, 2025, (ii) July 3, 2025, (iii) October 3, 2025, and (iv) January 5, 2026, respectively.

Sales of Consolidated Operating Units

Subsequent to December 31, 2025 and through February 25, 2026, we closed on the following sales:

7 units in the Golden Pacific portfolio, 25 units in the ILE portfolio, 1 unit in the Indy-Springfield portfolio, 29 units in the Peak JV 2 portfolio, and the remaining 42 units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements.

The 104 units sold for an aggregate of approximately $14.9 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis