What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-10 compared with 2025-03-07 · 129 added, 154 removed, 250 unchanged (53% of the section changed)

16 unchanged sentences

As of December 31, 2025, our real estate portfolio consisted of 27 assets, all of which were fee-simple properties and five of which we own through investments in Unconsolidated Joint Ventures.

Our Unconsolidated Joint Ventures contain one office property, one multifamily site currently under development, two multifamily properties (one of which has been partially converted from office into multifamily units and is now being classified as a multifamily property) and one commercial development site.

As of December 31, 2024, our 12 office properties, totaling approximately 1.3 million rentable square feet, were 70.6% occupied and our one 505-room hotel with an ancillary parking garage, had RevPAR of $135.90 for the year ended December 31, 2024 and our four multifamily properties were 81.7% occupied.

Additionally, as of December 31, 2024, we had nine development sites (three of which were being used as parking lots).

Our Unconsolidated Joint Ventures contain one office property, three multifamily properties (one of which has been partially converted from office into multifamily units and is now being classified as a multifamily property) and one commercial development site.

As of December 31, 2025, our 12 office properties, totaling approximately 1.3 million rentable square feet, were 74.8% occupied and our one 505-room hotel with an ancillary parking garage, had RevPAR of $152.70 for the year ended December 31, 2025 and our five multifamily properties were 85.3% occupied.

Additionally, as of December 31, 2025, we had eight development sites (two of which were being used as parking lots).

Rental Rate Trends

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March 31, 2026 June 30, 2026 September 30, 2026 December 31, 2026

2025 2025 2025 2025

Expiring Cash Rents:

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Square Feet Foot (2)

Twelve Months Ended December 31, 2024 26 260,796 $ 52.74 $ 53.92

Year Ended December 31, 2025 26 93,931 $ 45.04 $ 60.51

(1) Based on the number of tenants that signed leases.

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Therefore, we cannot give any assurance that leases will be renewed or that available space will be re-leased at rental rates equal to or above the current market rates.

Additionally, decreased demand and other negative trends or unforeseeable events that impair our ability to timely renew or re lease space could have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our Common Stock or Preferred Stock.

Additionally, decreased demand and other negative trends or unforeseeable events that impair our ability to timely renew or re

lease space could have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our Preferred Stock or renew dividends on our Common Stock.

Multifamily Statistics:

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For the Year Ended

Occupancy (1)

72.5 % 67.2 %

1 unchanged sentence

RevPAR $ 152.70 $ 135.90

______________________

(1) Hotel occupancy in 2024 was negatively impacted by ongoing construction related to the Rooms Renovation Project from September 2024 through December 2024.

Our revenues and expenses for our hotel property are subject to seasonality during the year.

3 unchanged sentences

Lending Segment

Through our loans originated under the SBA 7(a) Program, we are a national lender that primarily originates loans to small businesses.

We identify loan origination opportunities through personal contacts, internet referrals, attendance at trade shows and meetings, direct mailings, advertisements in trade publications and other marketing methods.

We also generate loans through referrals from real estate and loan brokers, franchise representatives, existing borrowers, lawyers and accountants.

The SBA 7(a) Loan Program is the SBA’s most common loan program.

The maximum loan amount for an SBA 7(a) loan is $5.0 million.

Key eligibility factors are based on what the business does to generate its income, its credit history, the liquidity of the borrower, size standards and where the business operates.

We work with potential borrowers to identify the type of loan that would be appropriate for each such borrower’s needs.

Our SBA 7(a) term loans have monthly repayment terms of principal and interest and are originated with variable interest rates based on the prime rate.

Most of our SBA 7(a) loans have maturities of approximately 25 years.

While we have focused on originating real estate loans almost exclusively to the limited service and mid-scale hospitality industry, we intend to increase our efforts to originate other real estate collateralized loans.

These loans are anticipated to be primarily concentrated in industries in which we previously had positive experience, including convenience store, RV park and single purpose building owner-occupied restaurant operations and may include owner-occupied industrial operations/warehouse buildings.

Prior to the divestiture described in this paragraph, we were a national lender that primarily originated loans to small businesses.

As previously announced on November 12, 2025, the Company and First Western entered into the Membership Interest Purchase Agreement with the Buyer.

The Closing occurred on January 21, 2026.

At the Closing, pursuant to the Membership Interest Purchase Agreement, and upon the terms and subject to the conditions therein, Buyer purchased from the Company all of the issued and outstanding equity interests of First Western SBLC, LLC for a purchase price of approximately $44.9 million (which is net of the outstanding balance of debt related to the 2023 securitization of certain loan receivables), subject to adjustment.

At the Closing and upon giving effect to the payment of other debt, transaction expenses and other matters, the Transactions yielded net cash proceeds to the Company of approximately $31.2 million.

2025 Results of Operations

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Total expenses $ 152,666 $ 148,658 $ 4,008 2.7 %

Gain on sale of real estate $ 679 $ — $ 679 N/A

$ (39,575) $ (25,750) $ (13,825) 53.7 %

The Company had a net loss of $25.8 million for the year ended December 31, 2024, representing a decrease of $25.7 million compared to a net loss of $51.5 million for the year ended December 31, 2023.

The decrease was primarily due to a decrease of $25.1 million in depreciation and amortization expense (discussed in more detail below in “Summary Segment Results”) and a decrease in transaction costs of $3.0 million, partially offset by an increase in interest expense not allocated to our operating segments of $2.2 million and a loss on extinguishment of debt of $1.4 million.

The Company had a net loss of $39.6 million for the year ended December 31, 2025, representing an increase of $13.8 million compared to a net loss of $25.8 million for the year ended December 31, 2024.

The increase was primarily due to a decrease of $7.2 million in segment net operating income (discussed in more detail below in “Summary Segment Results”), an increase in interest expense not allocated to our operating segments of $4.1 million, an increase in impairment of real estate of $3.7 million, and an increase in expense reimbursements to related parties - corporate of $1.2 million.

These were partially offset by a decrease in loss on early extinguishment of debt of $1.3 million and a gain on sale of real estate of $679,000 recognized in the current year.

Funds from Operations

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Noncontrolling interests’ proportionate share of depreciation and amortization

(306) (2,090)

Impairment of real estate 3,692 —

Loss on assets held for sale

Gain on sale of real estate

1 unchanged sentence

$ (31,489) $ (46,276)

(1) During the years ended December 31, 2024 and 2023, we recognized $17.7 million and $1.5 million, respectively, of redeemable preferred stock redemptions on our consolidated statements of operations and $755,000 and $0 respectively, of redeemable preferred stock deemed dividends on our consolidated statements of operations.

Such amounts are included in, and have the effect of increasing the net loss attributable to common stockholders and FFO attributable to common stockholders because redeemable preferred stock redemptions are not an adjustment prescribed by NAREIT.

FFO attributable to common stockholders, which is a non-GAAP measure, was $(46.3) million for the year ended December 31, 2024, a decrease of $19.8 million compared to $(26.4) million for the year ended December 31, 2023.

The decrease in FFO was primarily attributable to an increase in redeemable preferred stock redemptions of $16.2 million, an increase in redeemable preferred stock dividends of $4.0 million, an increase in interest expense not allocated to our operating segments of $2.2 million and a loss on extinguishment of debt of $1.4 million, these were partially offset by a decrease in transaction costs of $3.0 million.

(1) During the years ended December 31, 2025 and 2024, we recognized $1.4 million and $17.7 million, respectively, of redeemable preferred stock redemptions.

Such amounts are included in, and have the effect of increasing, net loss attributable to common stockholders and decreasing FFO attributable to common stockholders because redeemable preferred stock redemptions are not an adjustment prescribed by NAREIT.

FFO attributable to common stockholders, which is a non-GAAP measure, was $(31.5) million for the year ended December 31, 2025, an increase of $14.8 million compared to $(46.3) million for the year ended December 31, 2024.

The increase in FFO was primarily attributable to a decrease in redeemable preferred stock redemptions of $16.3 million, a decrease in redeemable preferred stock dividends of $8.5 million and a decrease in loss on early extinguishment of debt of $1.3 million.

These were partially offset by a decrease of $7.2 million in segment net operating income (discussed in more detail below in “Summary Segment Results”) and an increase in interest expense not allocated to our operating segments of $4.1 million.

Summary Segment Results

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General and administrative $ (4,434) $ (4,267) $ (167) 3.9 %

Transaction costs $ (1,382) $ (4,421) $ 3,039 (68.7) %

Transaction-related costs $ (1,475) $ (1,382) $ (93) 6.7 %

Depreciation and amortization $ (27,081) $ (27,373) $ 292 (1.1) %

Loss on early extinguishment of debt $ (1,416) $ — $ (1,416) NM*

Gain on sale of real estate $ — $ 1,104 $ (1,104) (100.0) %

Loss on early extinguishment of debt $ (88) $ (1,416) $ 1,328 (93.8) %

Impairment of real estate $ (3,692) $ — $ (3,692) N/A

Loss on assets held for sale $ (298) $ — $ (298) N/A

Gain on sale of real estate $ 679 $ — $ 679 N/A

Provision for income taxes $ (497) $ (798) $ 301 (37.7) %

4 unchanged sentences

Office revenue decreased to $50.1 million for the year ended December 31, 2025 from $54.3 million for the year ended December 31, 2024.

The decrease is primarily due to a decrease in rental revenues at an office property in Oakland, California due to lower occupancy.

This was partially offset by higher rental revenues at an office property in Beverly Hills,

California due to increased rental rates and higher rental revenues at an office property in Los Angeles, California from increased occupancy.

The decrease was primarily due to a decrease in rental revenues at office properties in Oakland, California, Los Angeles, California, and San Francisco, California as a result of lower occupancies, partially offset by an increase in rental revenues at office properties in Beverly Hills, California and Austin, Texas as a result of increased occupancy and rental rates.

Hotel Revenue:

Hotel revenue decreased to $39.4 million for the year ended December 31, 2024, compared to $41.1 million for the year ended December 31, 2023.

The decrease is due to a decrease in occupancy during 2024 as compared to the prior year.

Hotel occupancy in 2024 was negatively impacted by ongoing construction related to the Rooms Renovation Project from September 2024 through December 2024.

Hotel revenue increased to $41.3 million for the year ended December 31, 2025, compared to $39.4 million for the year ended December 31, 2024.

The increase was primarily due to an increase in occupancy and average daily rate during the year ended December 31, 2025 as compared to year ended December 31, 2024.

Multifamily Revenue:

Multifamily revenue increased to $19.5 million for the year ended December 31, 2024, compared to $11.2 million for the year ended December 31, 2023.

The increase is primarily due to higher occupancy and increased rent per occupied unit, net of rent concessions, at our consolidated multifamily properties during the year ended December 31, 2024.

Multifamily revenue decreased to $15.8 million for the year ended December 31, 2025, compared to $19.5 million for the year ended December 31, 2024.

The decrease was primarily attributed to lower occupancy and decreased monthly rent per occupied unit, net of rent concessions during the year ended December 31, 2025 as compared to year ended December 31, 2024.

Lending Revenue:

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Lending revenue decreased to $9.0 million for the year ended December 31, 2025, compared to $10.8 million for the year ended December 31, 2024.

The decrease was primarily due to a decrease in premium income and a decrease in interest income as a result of lower loan originations and loan sale volume during the year ended December 31, 2024, compared to the year ended December 31, 2023.

The decrease was primarily due to a decrease in interest income due to loan payoffs and a decrease in interest rates as well as loans funded.

Income (Loss) From Unconsolidated Office Entities:

Income from our office Unconsolidated Joint Ventures included in office segment net operating income increased to income of $462,000 for the year ended December 31, 2024, compared to a loss of $582,000 for the year ended December 31, 2023.

The increase is due to changes in the valuation of investments in real estate at our unconsolidated office entities, which recognized a net unrealized gain during the year ended December 31, 2024, compared to a net unrealized loss for the year ended December 31, 2023.

Income from our office Unconsolidated Joint Ventures included in office segment net operating income decreased to a loss of $254,000 for the year ended December 31, 2025, compared to income of $462,000 for the year ended December 31, 2024.

The decrease is due to changes in the valuation of investments in real estate at our unconsolidated office entities, which recognized a net unrealized loss during the year ended December 31, 2025, compared to a net unrealized gain during the year ended December 31, 2024.

(Loss) Income From Unconsolidated Multifamily Entity:

The income from our Unconsolidated Joint Venture included in multifamily segment net operating income decreased to a loss of $1.3 million for the year ended December 31, 2024, compared to income of $155,000 for the year ended December 31, 2023.

The decrease is due to changes in the valuation of investments in real estate at our unconsolidated multifamily entities, which recognized a net unrealized loss during the year ended December 31, 2024, compared to a net unrealized gain for the year ended December 31, 2023.

The loss from our Unconsolidated Joint Venture included in multifamily segment net operating income increased to a loss of $3.5 million for the year ended December 31, 2025, compared to a loss of $1.3 million for the year ended December 31, 2024.

The increase is due to changes in the valuation of investments in real estate at our unconsolidated multifamily entities, which recognized a larger unrealized loss during the year ended December 31, 2025, compared to the year ended December 31, 2024.

Interest and Other Income:

Interest and other income, which has not been allocated to our operating segments, decreased to $445,000 for the year ended December 31, 2025, compared to $551,000 for the year ended December 31, 2024.

The decrease was primarily related to a decrease in interest earned on money market accounts during the year ended December 31, 2025.

Office Expenses:

Office expenses increased to $27.3 million for the year ended December 31, 2024, compared to $26.1 million for the year ended December 31, 2023.

The increase is primarily a result of increases in operating expenses at an office property in Oakland, California from higher utilities and repairs and maintenance expense and at an office property in Beverly Hills, California from an increase in administrative expense.

Office expenses decreased to $25.8 million for the year ended December 31, 2025, compared to $27.3 million for the year ended December 31, 2024.

The decrease was primarily due to lower operating expenses at an office property in Oakland, California resulting from lower occupancy, as well as lower operating expenses at an office property in Beverly Hills, California as result of property tax refunds received during the year ended December 31, 2025, partially offset by increased property taxes at an office property in Austin, Texas and at an office property in San Francisco, California during the year ended December 31, 2025.

Hotel Expenses:

Hotel expenses were $28.0 million for the year ended December 31, 2024, consistent with $28.0 million for the year ended December 31, 2023.

Hotel expenses were $29.6 million for the year ended December 31, 2025, compared with $28.0 million for the year ended December 31, 2024.

The increase is due to increased occupancy during the year ended December 31, 2025 compared to the prior year period.

Multifamily Expenses:

Multifamily expenses increased to $13.7 million for the year ended December 31, 2024, compared to $9.5 million for the year ended December 31, 2023.

The increase was primarily due to increased property taxes and repairs and maintenance expense at a multifamily property in Oakland, California and an increase in administrative expense at a multifamily property in Oakland, California for the year ended December 31, 2024.

Multifamily expenses decreased to $12.8 million for the year ended December 31, 2025, compared to $13.7 million for the year ended December 31, 2024.

The decrease was primarily due to a decrease in real estate tax expense as well as decreases in repairs and maintenance expenses at our multifamily properties during the year ended December 31, 2025 compared to the prior year period.

Lending Expenses:

Lending expenses represent expenses from our lending subsidiaries, including interest expense, general and administrative expenses and fees to related parties.

Lending expenses decreased to $7.6 million for the year ended December 31, 2024, compared to $7.9 million for the year ended December 31, 2023.

The decrease was primarily due to a decrease in interest expense resulting from the amount of principal repayments on our SBA 7(a) loan-backed notes.

Lending expenses were $4.8 million for the year ended December 31, 2025, compared with $7.6 million for the year ended December 31, 2024.

The decrease was primarily due to the reversal of the CECL balance during the year ended December 31, 2025 as a result of the loans receivable portfolio being reclassified as held for sale as of December 31, 2025 in connection with the sale of First Western in January 2026.

Asset Management and Other Fees to Related Parties:

Asset management fees and other fees to related parties, which have not been allocated to our operating segments decreased to $1.4 million for the year ended December 31, 2025, compared to $1.8 million for the year ended December 31, 2024.

The decrease was a result of a reduction in asset management fees related to a decrease in our net asset value, primarily resulting from a reduction in the fair value of our investments in real estate as of the end of 2023.

Expense Reimbursements to Related Parties—Corporate :

The Administrator receives compensation and/or reimbursement for performing certain services for the Company and its subsidiaries.

Expense reimbursements to related parties—corporate were $2.3 million for the year ended December 31, 2024, consistent with $2.3 million for the year ended December 31, 2023.

Expense reimbursements to related parties—corporate were $3.5 million for the year ended December 31, 2025, an increase from $2.3 million for the year ended

December 31, 2024.

The increase was primarily due to an increase in expense allocation related to activities at our lending division as well as an increase in legal services.

Interest Expense:

Interest expense, which has not been allocated to our operating segments, increased to $37.7 million for the year ended December 31, 2025, compared to $33.6 million for the year ended December 31, 2024.

The increase was attributable to higher average outstanding principal balance on our 2022 Credit Facility Revolver and property mortgages for the year ended December 31, 2024, compared to the year ended December 31, 2023, as well as incremental interest expense related to new variable rate mortgage loan at our hotel property which closed in December 2024.

The increase was primarily attributable to a higher average outstanding principal balance on our debt as a result of new mortgage loans closed during the fourth quarter of 2024 and first and second quarters of 2025, partially offset by paydowns on our 2022 Credit Facility as well as one of our mortgage loans.

General and Administrative Expenses:

General and administrative expenses, which have not been allocated to our operating segments, were $4.3 million for the year ended December 31, 2024, compared to $5.5 million for the year ended December 31, 2023.

The decrease was primarily due to decreases in legal fees and consulting services.

Transaction Costs:

Transaction costs were $1.4 million for the year ended December 31, 2024, compared to $4.4 million for the year ended December 31, 2023.

The decrease was related to costs incurred in connection with the acquisition of two multifamily properties in Oakland, California in the first quarter of 2023, which increased these costs in the prior year period.

General and administrative expenses, which have not been allocated to our operating segments, were $4.4 million for the year ended December 31, 2025, generally consistent with $4.3 million for the year ended December 31, 2024.

Transaction-Related Costs:

Transaction-related costs were $1.5 million for the year ended December 31, 2025, generally consistent with $1.4 million for the year ended December 31, 2024.

Depreciation and Amortization Expense:

Depreciation and amortization expense decreased to $27.1 million for the year ended December 31, 2025, compared to $27.4 million for the year ended December 31, 2024.

The decrease was primarily due to a decrease in acquired in-place lease intangible assets amortization at multifamily properties located in Oakland, California acquired during the first quarter of 2023, which were fully amortized as of December 31, 2023, partially offset by incremental increases to fixed asset depreciation expense related to the acquired properties.

The decrease was due to a decrease in leasing cost amortization at an office property in Oakland, California as a result of a large lease termination during the third quarter of 2024, partially offset by incremental increases to the depreciable asset base at our hotel property.

Loss on Early Extinguishment of Debt:

Loss on early extinguishment of debt of $1.4 million for the year ended December 31, 2024 was related to paydowns made on our 2022 Credit Facility Revolver.

There was no loss on early extinguishment of debt during the year ended December 31, 2023.

Loss on early extinguishment of debt of decreased to $88,000 for the year ended December 31, 2025, compared to $1.4 million for the year ended December 31, 2024.

The decrease was due to larger amounts that were recognized related to the payoff of the 2022 Credit Facility during year ended December 31, 2024.

Impairment of Real Estate:

Impairment of real estate was $3.7 million for the year ended December 31, 2025 due to an impairment charge recognized in connection with an office property in Austin, Texas and a multifamily development site in Oakland, California.

No such amounts were incurred during the prior year period.

Gain on Sale of Real Estate:

Gain on sale of real estate of $1.1 million for the year ended December 31, 2023 was related to the sale of 80% of our interest in an office property in Los Angeles, California.

The Company recognized a gain on sale of real estate of $679,000 for the year ended December 31, 2025, resulting from the sale of a land parcel in Oakland, California.

There were no dispositions during the year ended December 31, 2024.

Loss on Assets Held For Sale:

The Loss on assets held for sale of $298,000 during the year ended December 31, 2025, was related to the reclassification of First Western to held for sale as of December 31, 2025, after which the carrying value of the assets held for sale were written down to be recorded at fair value, less costs to sell, subsequent to the reversal of CECL discussed in Lending Expenses above.

There were no assets reclassified as held for sale during the year ended December 31, 2024.

Provision for Income Taxes:

Provision for income taxes decreased to $798,000 for the year ended December 31, 2024, compared to $1.2 million for the year ended December 31, 2023.

Provision for income taxes decreased to $497,000 for the year ended December 31, 2025, compared to $798,000 for the year ended December 31, 2024.

The decrease is primarily due to lower taxable income at our taxable REIT subsidiaries during the year ended December 31, 2025 as compared to the year ended December 31, 2024.

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Our cash flows from operating activities are also impacted by fluctuations in operating expenses and other general and administrative costs.

Net cash provided by operating activities increased by $5.0 million for the year ended December 31, 2024 as compared to the same period in 2023.

The increase was primarily due to a $4.1 million increase resulting from a lower level of net working capital used and a reduction in net loss adjusted for depreciation and amortization expense and other non-cash items of $3.7 million, partially offset by a $2.8 million decrease in net proceeds from the sale of loans, compared to the same period in 2023.

Net cash provided by operating activities was $5.8 million for the year ended December 31, 2025 as compared to $17.0 million during the same period in 2024.

The decrease is primarily due to an increase in net loss adjusted for depreciation and amortization expense and other non-cash items of $11.9 million.

Our cash flows from investing activities are primarily related to property acquisitions and dispositions, expenditures for the development or repositioning of properties, capital expenditures and cash flows associated with loans originated at our lending segment.

Net cash used in investing activities decreased by $66.4 million to $22.3 million for the year ended December 31, 2024, compared to $88.7 million for the year ended December 31, 2023.

The decrease in cash used in investing activities was primarily due to a $96.7 million decrease in acquisitions of real estate and a decrease in cash outlays of $12.0 million related to our investments in the Unconsolidated Joint Ventures, compared to the same period in 2023.

Partially offsetting the decrease in net cash used in investing activities are $32.2 million in proceeds from the sale of a property to the 4750 Wilshire JV during the year ended December 31, 2023 and a $9.9 million increase in capital expenditures during the year ended December 31, 2024.

Net cash used in investing activities was $12.0 million for the year ended December 31, 2025, compared to $22.3 million for the year ended December 31, 2024.

The decrease in cash used in investing activities was primarily due to a $2.5 million decrease in capital expenditures, an increase in the receipt of key money of $4.7 million, and a decrease in cash used to fund loans of $3.3 million during the year ended December 31, 2025.

Our cash flows from financing activities are generally impacted by borrowings and capital activities.

Net cash provided by financing activities for the year ended December 31, 2024 was $13.9 million, compared to cash provided by financing activities of $63.4 million for the year ended December 31, 2023.

The decrease of $49.5 million was primarily due to a $62.8 million decrease in net proceeds from issuance of preferred stock during the year ended December 31, 2024 compared to the prior period, the issuance of unguaranteed SBA 7(a) loan-backed notes of approximately $54.1 million during the year ended December 31, 2023, and $38.0 million of net proceeds from our 2022 Credit Facility and mortgages for the year ended December 31, 2024, compared to $56.5 million for the year ended December 31, 2023.

The aforementioned amounts decreasing

net cash provided by financing activities were partially offset by a decrease of $80.8 million in cash redemptions of preferred stock and a decrease in preferred dividend cash payments of $3.9 million during the year ended December 31, 2024 compared to the prior period.

Net cash used in financing activities for the year ended December 31, 2025 was $4.6 million, compared to cash provided by financing activities

of $13.9 million for the year ended December 31, 2024.

The decrease of $18.5 million was primarily due to a decrease in net proceeds from debt of $17.5 million during year ended December 31, 2025 and a $40.6 million decrease in net proceeds from the issuance of redeemable preferred stock.

These were partially offset by a decrease in cash redemptions of redeemable preferred stock of $25.4 million, a decrease in common stock dividends of $5.8 million, a decrease in redeemable preferred stock dividends of $3.6 million, and a decrease in the payment of deferred costs of $1.9 million.

Liquidity and Capital Resources

On a short-term basis, our principal demands for funds will be for the acquisition of assets, development or repositioning of properties (as further described below) (including pre-construction costs such as obtaining entitlements and permits and architectural work), or re-leasing of space in existing properties, capital expenditures, paying interest and principal on current and any future debt financings, SBA 7(a) loan originations, paying distributions on our Preferred Stock and Common Stock and making redemption payments on our Preferred Stock.

We may finance our future activities through one or more of the following methods:

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and/or (vi) cash flows from operations .

Our 2022 Revolving Credit Facility has an outstanding balance of $15.0 million and matures on March 31, 2025 (pursuant to various modification amendments) .

Our long-term liquidity needs will consist primarily of funds necessary for acquisitions of assets, development or repositioning of properties, or re-leasing of space in existing properties, capital expenditures, paying interest and principal on debt financings, refinancing of indebtedness, SBA 7(a) loan originations, paying distributions on our Preferred Stock or any other preferred stock we may issue, any future repurchase of Common Stock and/or redemption of our Preferred Stock (if we choose, or are required, to pay the redemption price in cash instead of in shares of our Common Stock) and distributions on our Common Stock.

Additionally, our outstanding commitments to fund loans were $9.5 million as of December 31, 2024, substantially all of which reflect prime-based loans to be originated by our subsidiary engaged in SBA 7(a) Small Business Loan Program lending.

A majority of these commitments have government guarantees of 75% and we believe that we will be able to sell the guaranteed portion of these loans in a liquid secondary market upon fully funding these loans.

Since some commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements.

Our long-term liquidity needs will consist primarily of funds necessary for acquisitions of assets, development or repositioning of properties, or re-leasing of space in existing properties, capital expenditures, paying interest and principal on debt financings, refinancing of indebtedness, paying distributions on our Preferred Stock or any other preferred stock we may issue, any future repurchase of Common Stock and/or redemption of our Preferred Stock (if we choose, or are required, to pay the redemption price in cash instead of in shares of our Common Stock) and any renewed distributions on our Common Stock.

To the extent we decide to proceed with development work on any of our development sites (in addition to those discussed below), we will have increased liquidity needs.

Our long-term liquidity needs include development at an Unconsolidated Joint Venture (the “1910 Sunset JV”), in which we have approximately a 44% ownership interest.

The 1910 Sunset JV has begun construction to build 36 multifamily units on the 1915 Park Avenue land parcel adjacent to the office building (the “1915 Park Project”) in Los Angeles, California, which development is expected to be completed by the third quarter of 2025 and with an estimated cost of approximately $14.7 million (excluding the land acquisition cost), our share of which is expected to be $6.5 million.

The 1910 Sunset JV plans to finance the project through a combination of cash from operations at its office property, additional equity contributions from existing investors, and proceeds from a mortgage loan from a third-party lender (which has a balance of $658,000 as of December 31, 2024 and total borrowing availability of $9.4 million, subject to additional equity contribution requirements).

As of December 31, 2024, the 1910 Sunset JV had incurred total costs of $7.6 million in connection with the 1915 Park Project.

Construction has been substantially completed at one of our Unconsolidated Joint Ventures (the “4750 Wilshire JV”), in which we have a 20% ownership interest.

The 4750 Wilshire JV has converted two of the three floors of an office property at 4750 Wilshire Boulevard in Los Angeles, California (“4750 Wilshire”) from office-use into 68 for-lease multifamily units (the “4750 Wilshire Project”), with the first floor of 4750 Wilshire continuing to function as 30,335 square feet of office space.

The 4750 Wilshire JV began leasing for the multifamily units in September 2024.

As of December 31, 2024, total costs of $28.9 million had been incurred by the 4750 Wilshire JV in connection with the 4750 Wilshire Project, which has an expected total completion cost of $31.0 million.

Construction has been substantially completed on the Rooms Renovation Project at our Sheraton Grand Hotel in Sacramento, California, with a total cost of approximately $20.9 million, of which approximately $16.6 million had been paid as of December 31, 2024.

We are currently working on designs for the renovation of Sheraton Grand Hotel’s lobbies and common areas (the “Lobby Renovation Project”).

We have not approved a budget for the Lobby Renovation Project but intend to complete the project in 2025.

At the end of the first three quarters of 2024, the Company was not in compliance with a financial covenant under the 2022 Credit Facility.

Further, as of December 31, 2024, the Company was not in compliance with two covenants under the 2022 Credit Facility.

Such non-compliance events during 2024 constituted events of default under the 2022 Credit Facility.

Lenders under the 2022 Credit Facility and the Company entered into an agreement (the “First Modification Agreement”) pursuant to which the lenders waived such event of default with respect to the test period ending March 31, 2024.

restrictions, the First Modification Agreement also prohibited subsidiaries of the Company that own properties that secured the 2022 Credit Facility from making any distributions to its parent entities.

On August 7, 2024, lenders under the 2022 Credit Facility and the Company entered into an agreement (the “Second Modification Agreement”) pursuant to which the lenders waived such event of default with respect to the test period ending June 30, 2024.

Simultaneously with the execution of the Second Modification Agreement, the Company made a $4.0 million repayment under the 2022 Credit Facility.

On October 24, 2024, lenders under the 2022 Credit Facility and the Company entered into an agreement (the “Third Modification Agreement”) pursuant to which the lenders waived such event of default with respect to the test period ending September 30, 2024, pursuant to which the aggregate commitments under the 2022 Credit Facility were reduced from $206.2 million to $169.3 million, and pursuant to which the lenders under the 2022 Credit facility agreed to release the Hotel Properties in order to facilitate the refinancing of such properties.

On December 24, 2024, in connection with the Refinancings, the lenders under the 2022 Credit Facility and the Company entered into an agreement (the “Fourth Modification Agreement”) pursuant to which the lenders agreed to release assets relating to three of the Company’s office buildings located in Los Angeles, California, in order to facilitate a refinancing of such properties, subject to a minimum prepayment of the 2022 Credit Facility in connection with such refinancing.

In addition, the Fourth Modification Agreement changed the maturity date of the facility to January 31, 2025, subject to a 2-month extension option.

Such extension option was executed on January 31, 2025 pursuant to an additional modification agreement to the 2022 Credit Facility (the “Fifth Modification Agreement”).

The event of default under the 2022 Credit Facility as of December 31, 2024 allows lenders under the 2022 Credit Facility to, among other remedies, declare the unpaid principal amount of all outstanding loans, and all interest accrued and unpaid thereon, to be immediately due and payable.

Management plans to address such default by further modifying the 2022 Credit Facility and/or refinancing an additional office property in Austin, Texas (the “Austin Refinancing”).

As the Company has reduced the outstanding borrowings under the 2022 Credit Facility from $169.3 million to $15.0 million during December 2024 in connection with the Refinancings, Management expects the proceeds from the Austin Refinancing will be more than sufficient to repay all amounts outstanding under the 2022 Credit Facility, with remaining proceeds to be used for general corporate purposes.

Management believes its plan to repay amounts outstanding under the 2022 Credit Facility is probable based on the on the favorable loan-to-value ratio (“LTV”) of the property associated with the Austin Refinancing.

During the year ended December 31, 2024, at our option, we redeemed 2,589,606 and 2,150,076 shares of Series A1 Preferred Stock and Series A Preferred Stock, respectively, in shares of Common Stock and, additionally, from September 2024 through December 2024, we paid holder-requested redemptions of 181,912 and 214,713 shares of Series A1 Preferred Stock and Series A Preferred Stock, respectively, in shares of Common Stock.

We currently plan to continue to satisfy some or all redemption requests submitted by holders of our shares of Preferred Stock in shares of Common Stock during 2025, when legally permitted.

We have in the past exercised our right to redeem shares of Preferred Stock at our option (subject to the terms of the Preferred Stock set forth in the charter) and pay the redemption price in shares of Common Stock, and we may do so again in the future.

The measures noted above, taken together, are expected to strengthen our balance sheet, improve liquidity and accelerate our transition towards premier multifamily properties.

Construction has been substantially completed on the Rooms Renovation Project at our Sheraton Grand Hotel in Sacramento, California, with total costs incurred of $21.2 million as of December 31, 2025.

We also started our renovation of Sheraton Grand Hotel’s lobbies and common areas (the “Lobby Renovation Project”) during the third quarter of 2025.

The estimated cost for the Lobby Renovation Project is approximately $11.6 million, of which $7.4 million had been incurred as of December 31, 2025.

Both the Rooms Renovation Project and Lobby Renovation Project are being funded by a combination of draws on the mortgage loan at the property and key money from the Sheraton Grand Hotel’s franchisor.

From and after September 2024, at our option, we redeemed 2,589,606 and 2,150,076 shares of Series A1 Preferred Stock and Series A Preferred Stock, respectively, in shares of Common Stock and we have paid holder-requested redemptions of 718,649, 671,058, and 4,122 shares of Series A1 Preferred Stock, Series A Preferred Stock, and Series D Preferred Stock respectively, in shares of Common Stock.

On or about March 16, 2026, the Company expects to redeem approximately 1,957,023 shares of Series A Preferred Stock, approximately 7,767,609 shares of Series A1 Preferred Stock and approximately 21,760 shares of Series D Preferred Stock in shares of Common Stock (the “March 2026 Redemption”).

Other than the March 2026 Redemption, the company does not currently intend to redeem, at the Company’s election, additional Preferred Stock in shares of Common Stock.

However, the Company will evaluate redemption requests submitted by holders of its shares of Preferred Stock at the time it receives them and may elect to redeem those Preferred Shares in Common Stock or cash, at the Company’s discretion.

The measures noted above, taken together, are expected to strengthen our balance sheet and improve liquidity.

These actions are also intended to better position the Company to take advantage of opportunities that are expected to arise in a recovering real estate market.

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While we will seek to satisfy such needs through one or more of the methods described in this Annual Report on Form 10-K, our ability to take such actions is highly uncertain and cannot be predicted, and could be affected by various risks and uncertainties, including, but not limited to, the risks detailed in “Item 1A—Risk Factors” of this Annual Report on Form 10-K.

If we cannot obtain funding for our long-term liquidity needs, our assets may generate lower cash flows or decline in value, or both, which may cause us to sell assets at a time when we would not otherwise do so which could have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our Common Stock or Preferred Stock.

We may not be able to maintain a listing of our Common Stock on Nasdaq.

We must meet certain financial and liquidity criteria to maintain the listing of our Common Stock on Nasdaq.

If we violate Nasdaq’s listing requirements or fail to meet its listing standards, our Common Stock may be delisted.

On November 7, 2024, we received written notice from the Listing Qualifications Department of Nasdaq indicating that, because the closing bid price for our Common Stock had fallen below $1.00 per share for 30 consecutive business days, we no longer comply with the Bid Price Requirement.

To regain compliance, the closing bid price of our Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to May 6, 2025.

While we will seek to regain compliance with the Bid Price Requirement through various methods available to us, the results of such actions are highly uncertain and may depend on, among other things, our ability to receive stockholder approval for certain corporate actions and our ability to successfully appeal any potential delisting to a

Nasdaq independent hearings panel.

On November 7, 2024, we received written notice from the Listing Qualifications Department of Nasdaq indicating that we had fallen out of compliance with the Bid Price Requirement.

To regain compliance, the closing bid price of our Common Stock had to be a minimum of $1.00 per share for a minimum of ten consecutive business days prior to May 6, 2025.

On May 1, 2025, we received a letter from the Nasdaq Listing Qualification Department informing the Company that it had regained compliance with the Bid Price Requirement as of April 30, 2025 due to the price of our Common Stock maintaining a minimum bid price in excess of $1.00 for ten consecutive business days.

However, our ability to maintain compliance with the Nasdaq’s listing standards requirements in the future, including the Bid Price Requirement, is not guaranteed.

We believe that delisting our Common Stock from Nasdaq could have significant adverse consequences, including a decreased ability to issue additional shares of Common Stock to raise additional financing in the future due to the increased lack of liquidity that would result in our Common Stock due to the factors described in “We may not be able to maintain a listing of our Common Stock on Nasdaq” in “Item 1A—Risk Factors.” In addition, delisting may result in the inability to redeem Preferred Stock when all other criteria for redemption have been met if registration under applicable state securities or “blue sky” laws is not able to be accomplished in a particular state and the cash required for such redemption is not available.

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We have mortgage loan agreements with outstanding balances of $477.0 million as of December 31, 2025.

Our mortgage loans mature on various dates from June 7, 2025 through January 11, 2030, with two mortgage loans with maturity dates in 2025, each including a 1-year extension option, one of which is at the Company’s discretion and we expect to exercise and one of which (the “Channel House Mortgage”) is subject to certain conditions being met.

The Company has been in discussions with the lender under the Channel House Mortgage, which is non-recourse and has no cross-collateral provisions and is secured by Channel House (a multifamily property in Oakland, California), to restructure the terms of the mortgage, as the Company does not expect the property will meet certain conditions that are required in order for the Company to exercise the option to extend the Channel House Mortgage beyond July 7, 2025.

There can be no assurance that such restructuring will occur.

If the Company and the lender under the Channel House Mortgage cannot agree on a modification of the mortgage and the Company fails to exercise its extension option, such failure would constitute an event of default under the mortgage and would allow the lender to, among other remedies, declare principal and interest under the mortgage loan to be immediately due and payable.

Our mortgage loans mature on various dates from June 7, 2026 through January 11, 2030.

In regards to the mortgage payable with a balance of $66.3 million as of December 31, 2025 maturing on June 7, 2026 (the “1150 Clay Mortgage”), the Company executed the final one-year extension option under the mortgage in June 2025.

The Company intends to work with the lender in order to refinance the 1150 Clay Mortgage beyond its stated maturity date of June 7, 2026.

Although the Company believes it is likely it will be able to refinance the 1150 Clay Mortgage prior to June 7, 2026, there can be no assurance that such refinancing will occur.

If the Company and the lender under the 1150 Clay Mortgage cannot agree on an extension of the mortgage and the Company fails to repay the loan in full upon its contractual maturity date, such failure would constitute an event of default under the mortgage and would allow the lender to, among other remedies, take possession of the property.

With regards to the mortgage payable with a balance of $81.0 million as of December 31, 2025 secured by a multifamily property in Oakland, California (the “Channel House Mortgage”), on August 4, 2025 the Company reached an agreement with the lender to extend the maturity date through January 31, 2027 (the “Channel House Mortgage Extension”).

In connection with the Channel House Mortgage Extension, the Company made a repayment of $6.0 million under the Channel House Mortgage, reducing it from its previous balance of $87.0 million.

Although the Company believes it is likely it will be able to refinance the Channel House Mortgage prior to January 31, 2027, there can be no assurance that such refinancing will occur.

If the Company and the lender under the Channel House Mortgage cannot agree on an extension of the mortgage and the Company fails to repay the loan in full upon its contractual maturity date, such failure would constitute an event of default under the mortgage and would allow the lender to, among other remedies, take possession of the property.

In regards to the mortgage payable with a balance of $97.1 million as of December 31, 2025 maturing on July 1, 2026 (the “1 Kaiser Mortgage”), the Company intends to work with the lender in order to refinance the 1 Kaiser Mortgage beyond its stated maturity date of July 1, 2026.

Although the Company believes it is likely it will be able to refinance the 1 Kaiser Mortgage prior to July 1, 2026, there can be no assurance that such refinancing will occur.

If the Company and the lender under the 1 Kaiser Mortgage cannot agree on an extension of the mortgage and the Company fails to repay the loan in full upon its contractual maturity date, such failure would constitute an event of default under the mortgage and would allow the lender to, among other remedies, take possession of the property.

Revolving Credit Facilities

In December 2022, the Company refinanced its 2018 credit facility and replaced it with a new 2022 credit facility (the 2022 Credit Facility”), entered into with a bank syndicate, that included a $56.2 million term loan (the “2022 Credit Facility Term Loan”) as well as a revolver that originally allowed the Company to borrow up to $150.0 million (the “2022 Credit Facility Revolver”), both of which are collectively subject to a borrowing base calculation.

At the time the 2022 Credit Facility was entered into, it was collateralized by six of the Company’s office properties, as well as the Company’s hotel property and adjacent parking garage (the “Hotel Properties”).

The 2022 Credit Facility bears interest at (A) the base rate plus 1.50% or (B) SOFR plus 2.60%.

As of December 31, 2024, the variable interest rate was 7.29%.

The 2022 Credit Facility Revolver is also subject to an unused commitment fee of 0.15% or 0.25% depending on the amount of aggregate unused commitments.

The 2022 Credit Facility is guaranteed by the Company and the Company is subject to certain financial maintenance covenants.

The 2022 Credit Facility originally had a maturity date in December 2025 and provided for two one-year extension options.

In December 2024, using proceeds from the closing of a variable rate mortgage on the Hotel Properties and a fixed rate mortgage on three of the Company’s office properties (collectively, the “Refinancings”), the Company repaid $111.7 million on the 2022 Credit Facility Revolver and $42.6 million on the 2022 Credit Facility Term Loan.

Following the completion of the Refinancings, the 2022 Credit Facility was secured by three of the Company’s office properties.

The 2022 Credit Facility is not cross-collateralized by any other of the Company’s assets.

In connection with the Refinancings, the Company recorded a loss on early extinguishment of debt of $1.4 million related to the write-off of deferred debt origination costs of $1.1 million associated with the 2022 Credit Facility Revolver and $275,000 associated with the 2022 Credit Facility Term Loan.

As of February 25, 2025, December 31, 2024, and December 31, 2023, $15.0 million, $15.0 million, and $153.2 million, respectively, was outstanding under the 2022 Credit Facility and $0 and $0, and $53.0 million, respectively, was available for future borrowings.

For certain events of default under the 2022 Credit Facility, modifications of the 2022 Credit Facility relating to such events of default and steps undertaken by us to address such events of default, please see discussion under “Liquidity and Capital Resources - General” above.

On April 3, 2025, the Company completed the refinancing of an office property in Austin, Texas and used a portion of the proceeds from such refinancing to repay its then outstanding credit facility (the “2022 Credit Facility”) in full and, in connection with such repayment, the 2022 Credit Facility was terminated.

In June 2025, a subsidiary of the Company, as borrower, entered into an agreement (the “Lending Division Revolving Credit Facility”) with a bank that included a $20.0 million revolving credit facility secured by the unguaranteed portion of certain of such subsidiary’s SBA 7(a) loans receivable and other assets of such subsidiary, subject to a borrowing base calculation, and fully guaranteed by the Company.

As previously announced on November 12, 2025, the Company and First Western entered into the Membership Interest Purchase Agreement with the Buyer.

The Closing contemplated by the

Membership Interest Purchase Agreement occurred on January 21, 2026.

At the Closing, Buyer purchased from the Company all of the issued and outstanding equity interests of First Western SBLC, LLC, and the remaining balance of $10.5 million under the Lending Division Revolving Credit Facility was paid in full, resulting in the termination of the Lending Division

Revolving Credit Facility.

Other Financing Activity

On March 9, 2023, our lending division completed a securitization of the unguaranteed portion of certain of our SBA 7(a) loans receivable with the issuance of $54.1 million of unguaranteed SBA 7(a) loan-backed notes (with net proceeds of approximately $43.3 million, after payment of fees and expenses in connection with the securitization and the funding of a reserve account and an escrow account).

The SBA 7(a) loan-backed notes are collateralized by the right to receive payments and other recoveries attributable to the unguaranteed portions of certain of our SBA 7(a) loans receivable.

The SBA 7(a) loan backed notes mature on March 20, 2048, with monthly payments due as payments on the collateralized loans are received.

SBA 7(a) loan-backed notes bear interest at a per annum rate equal to the lesser of (i) 30-Day average compounded SOFR plus 2.90% and (ii) prime rate minus 0.35%.

As of December 31, 2024, the variable interest rate was 7.40%.

We reflect the SBA 7(a) loans receivable as assets on our consolidated balance sheet and the SBA 7(a) loan-backed notes as debt on our consolidated balance sheet.

We have junior subordinated notes with a variable interest rate that resets quarterly based on the three-month SOFR plus 3.51%, with quarterly interest‑only payments.

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During the tenure of the offering, we issued 4,603,287 Series A Preferred Stock and Series A Preferred Warrants and received aggregate net proceeds of $105.2 million after commissions, fees and allocated costs.

The Series A Preferred Warrants are exercisable beginning on the first anniversary of the date of their original issuance until and including the fifth anniversary of the date of such issuance.

At the time of issuance, the exercise price of each Series A Preferred Warrant was equal to a 15.0% premium to the per share estimated NAV of our Common Stock most recently published and designated as the applicable NAV by us at the time of issuance.

However, in accordance with the terms of the Series A Preferred Warrants, the exercise price of each Series A Preferred Warrant issued prior to the reverse stock split in 2019 (the “Reverse Stock Split”) was automatically adjusted to reflect the effect of the Reverse Stock Split and, in the discretion of our Board of Directors, the exercise price and the number of shares issuable upon exercise of each Series A Preferred Warrant issued prior to the special dividend in 2019 was adjusted to reflect the effect of the Special Dividend.

As of December 31, 2024, there were 118,911 Series A Preferred Warrants to purchase 29,728 shares of Common Stock outstanding.

As of December 31, 2025, all of the Series A Preferred Warrants had expired.

From February 2020 through June 2022, we conducted a continuous public offering of our Series A Preferred Stock and Series D Preferred Stock.

From June 2022 through September 2024, we conducted a public offering with respect to shares of our Series A1 Preferred Stock.

From June 2022 through September 2024, we conducted a public offering with respect to shares of its Series A1 Preferred Stock.

We used the net proceeds from the offerings for general corporate purposes.

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The redemption price in respect of any share of Preferred Stock, whether redeemed at our option or at the option of a holder, may be paid in cash or in shares of Common Stock in our sole discretion.

Through December 31, 2024, we redeemed 4,694,975 shares of Series A Preferred Stock, 2,954,599 shares of Series A1 Preferred Stock, and 8,410 of Series D Preferred Stock.

We currently plan to continue to satisfy some or all redemption requests submitted by holders of our shares of Preferred Stock in shares of Common Stock during 2025, when legally permitted.

We have in the past exercised our right to redeem shares of Preferred Stock at our option (subject to the terms of the Preferred

Stock set forth in the charter) and pay the redemption price in shares of Common Stock, and we may do so again in the future.

Of the 2,954,599 shares of Series A1 Preferred Stock that have been redeemed, the redemption of 183,081 shares of Series A1 Preferred Stock were paid in cash (all of which were redeemed at the option of the holders).

In September 2024, the Company (at its option) redeemed 2,589,606 shares of Series A1 Preferred Stock, all of which were paid in shares of Common Stock, including all accrued and unpaid dividends as of each redemption date and, in addition, from September through December 2024, 181,912 shares redeemed at the option of the holders were paid in shares of Common Stock, including all accrued and unpaid dividends as of the redemption date (collectively the “Series A1 In-Kind Redemptions”).

The Series A1 In-Kind Redemptions resulted in the aggregate issuance of 4,817,486 shares of Common Stock.

Through December 31, 2025, we had redeemed 5,151,320 shares of Series A Preferred Stock, 3,491,336 shares of Series A1 Preferred Stock, and 12,532 of Series D Preferred Stock.

On or about March 16, 2026, the Company expects to redeem approximately 1,957,023 shares of Series A Preferred Stock, approximately 7,767,609 shares of Series A1 Preferred Stock and approximately 21,760 shares of Series D Preferred Stock (collectively “Preferred Stock”) in shares of Common Stock (the “March 2026 Redemption”).

Other than the March 2026 Redemption, the company does not currently intend to redeem, at the Company’s election, additional Preferred Stock in shares of Common Stock.

However, the Company will evaluate redemption

requests submitted by holders of its shares of Preferred Stock at the time it receives them and may elect to redeem those Preferred Shares in Common Stock or cash, at the Company’s discretion.

Of the 5,151,320 shares of Series A Preferred Stock that have been redeemed, the redemption of 2,330,186 shares of Series A Preferred Stock were paid in cash, 2,313,106 of which were redeemed at the option of the holders and 17,080 of which were redeemed at the option of the Company.

In September 2024, the Company (at its option) redeemed 2,150,076 shares of Series A Preferred Stock, all of which were paid in shares of Common Stock, including all accrued and unpaid dividends as of each redemption date and, in addition, from September through December 2024, 214,713 shares redeemed at the option of the holders were paid in shares of Common Stock, including all accrued and unpaid dividends as of the redemption date (collectively the “Series A In-Kind Redemptions”).

As of December 31, 2025, the Company, at its option, redeemed 2,150,076 shares of Series A Preferred Stock, all of which were paid in shares of Common Stock, including all accrued and unpaid dividends as of each redemption date, and in addition, as of 671,058 shares redeemed at the option of the holders were paid in shares of Common Stock, including all accrued and unpaid dividends as of the redemption date (collectively, the “Series A In-Kind Redemptions”).

The Series A In-Kind Redemptions resulted in the aggregate issuance of 1,352,410 shares of Common Stock.

Of the 8,410 shares of Series D Preferred Stock that have been redeemed, all such redemptions were paid in cash and were redeemed at the option of the holder.

Of the 3,491,336 shares of Series A1 Preferred Stock that have been redeemed, the redemption of 183,081 shares of Series A1 Preferred Stock were paid in cash (all of which were redeemed at the option of the holders).

As of December 31, 2025, the Company, at its option, redeemed 2,589,606 shares of Series A1 Preferred Stock, all of which were paid in shares of Common Stock, including all accrued and unpaid dividends as of each redemption date, and in addition, as of December 31, 2025, 718,649 shares redeemed at the option of the holders were paid in shares of Common Stock, including all accrued and unpaid dividends as of the redemption date (collectively, the “Series A1 In-Kind Redemptions”).

The Series A1 In-Kind Redemptions resulted in the aggregate issuance of 1,202,761 shares of Common Stock.

Of the 12,532 shares of Series D Preferred Stock that have been redeemed, the redemption of 8,410 shares of Series D Preferred Stock were paid in cash and 4,122 shares of Series D Preferred Stock were paid in shares of Common Stock, including all accrued and unpaid dividends as of the redemption date (collectively, the “Series D In-Kind Redemptions”).

All such redemptions were redeemed at the option of the holders.

The Series D In-Kind Redemptions resulted in the aggregate issuance of 11,556 shares of Common Stock.

Dividends on Common Stock

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Consequently, the dividend rate on a quarterly basis does not necessarily correlate directly to any individual factor.

We have not paid dividends on our Common Stock since 2024, and we cannot predict with certainty if or when we may be able to resume paying such dividends on our Common Stock.

Off Balance Sheet Arrangements

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As of December 31, 2025, there were 12,240,878 and 8,749,542 shares of Series A1 Preferred Stock issued and outstanding, respectively, 8,820,338 and 3,669,018 shares of Series A Preferred Stock issued and outstanding, respectively, 56,857 and 44,325 shares of Series D Preferred Stock issued and outstanding, respectively, and 2,699,686 shares of Common Stock issued and outstanding.

Additionally as of December 31, 2024, there were no shares of Series L Preferred Stock outstanding, all of which had been either repurchased during 2022 or reclassified to a liability on our consolidated balance sheet as of December 31, 2024 in connection with the Series L Redemption.

Holders of Preferred Stock are entitled to receive, if, as and when authorized by our Board of Directors, and declared by us out of legally available funds, cumulative cash dividends as follows:

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Series D Preferred Stock 5.65%

Series L Preferred Stock 5.50%

(1) The terms of the Series A1 Preferred Stock provide for cumulative cash dividends (if, as and when authorized by the Board of Directors) on each share of Series A1 Preferred Stock at a quarterly rate of the greater of (i) an annual rate of 6.00% of the Series A1 Stated Value, divided by four (4) and (ii) the Federal Funds (Effective) Rate on the dividend determination date, plus 2.50%, of the Series A1 Stated Value, divided by four (4), up to a maximum of 2.50% of the Series A1 Stated Value per quarter.

Series A1 Stated Value per quarter.

The annual rate of dividend of the Series A1 Preferred Stock during the first quarter of 2026 is 6.39%.

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Consequently, the dividend rate on a quarterly basis does not necessarily correlate directly to any individual factor.

We have not paid dividends on our Common Stock since 2024,

and we cannot predict with certainty if or when we may be able to resume paying such dividends on our Common Stock.

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