6 unchanged sentences
Forward-looking statements are necessarily estimates reflecting the judgment of our management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.
−Removed: These risks and uncertainties include those associated with (i) the timing, form, and operational effects of our development activities, (ii) our ability to raise in place rents to existing market rents and to maintain or increase occupancy levels, (iii) fluctuations in market rents, (iv) the effects of inflation and continuing higher interest rates on our operations and profitability and (v) general economic, market and other conditions, including the effects of high unemployment rates, continued or renewed inflation and any recession or
−Removed: slowdown in economic growth.
+Added: These risks and uncertainties include those associated with (i) the timing, form, and operational effects of our development activities, (ii) our ability to raise in place rents to existing market rents and to maintain or increase occupancy levels, (iii) fluctuations in market rents, (iv) the effects of inflation and continuing higher interest rates on our operations and profitability, (v) general economic, market and other conditions, including the effects of high unemployment rates, continued or renewed inflation and any recession or slowdown in economic growth, and (vi) our approach to artificial intelligence (“AI”).
Additional important factors that could cause our actual results to differ materially from our expectations are discussed in “Item 1A—Risk Factors” of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 10, 2026 (the “2025 Form 10-K”).
1 unchanged sentence
Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.
−Removed: Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate.
+Added: Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements expressed or implied in this Quarterly Report on Form 10-Q will prove to be accurate.
In light of the significant uncertainties inherent in the forward-looking statements expressed or implied herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.
2 unchanged sentences
We do not undertake to update them to reflect changes that occur after the date they are made, except as may be required by applicable securities laws.
−Removed: The following discussion of our financial condition as of September 30, 2025 and results of operations for the three and nine months ended September 30, 2025 and 2024 should be read in conjunction with the 2024 Form 10-K.
+Added: The following discussion of our financial condition as of March 31, 2026 and results of operations for the three months ended March 31, 2026 and 2025 should be read in conjunction with the 2025 Form 10-K.
For a more detailed description of the risks affecting our financial condition and results of operations, see “Risk Factors” in Part I, Item 1A of the 2025 Form 10-K.
3 unchanged sentences
The phrase “ADR” represents average daily rate.
−Removed: It is calculated as trailing nine-month room revenue divided by the number of rooms occupied.
+Added: It is calculated as trailing three-month room revenue divided by the number of rooms occupied.
For sold properties, ADR is presented for the Company’s period of ownership only.
5 unchanged sentences
The phrase “RevPAR” represents revenue per available room.
−Removed: It is calculated as trailing nine-month room revenue divided by the number of available rooms.
+Added: It is calculated as trailing three-month room revenue divided by the number of available rooms.
For sold properties, RevPAR is presented for the Company’s period of ownership only.
8 unchanged sentences
We believe that these assets will provide greater returns than similar assets in other markets, as a result of the population growth, public commitment and significant private investment that characterize these areas.
−Removed: CIM Group is headquartered in Los Angeles, California and has offices in Atlanta, Georgia, Chicago, Illinois, Dallas, Texas, New York, New York, Orlando, Florida, Phoenix, Arizona, London, U.K.
−Removed: and Tokyo, Japan.
−Removed: CIM also maintains additional offices with distribution staff and JV partnerships.
−Removed: As of September 30, 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.
−Removed: 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.
−Removed: As of September 30, 2025, our 12 office properties, totaling approximately 1.3 million rentable square feet, were 69.8% occupied, and our one 505-room hotel with an ancillary parking garage, had RevPAR of $158.92 for the nine months ended September 30, 2025 and our four multifamily properties were 85.3% occupied.
−Removed: Additionally, as of September 30, 2025, we had nine development sites (three of which were being used as parking lots).
+Added: CIM Group is headquartered in Los Angeles, California and has offices in Atlanta, Georgia, Chicago, Illinois, Dallas, Texas, New York, New York, Orlando, Florida, Phoenix, Arizona, London, U.K., and Tokyo, Japan.
+Added: CIM also maintains additional offices globally with distribution staff and Joint Venture (“JV”) partnerships.
+Added: As of March 31, 2026, 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.
+Added: 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.
+Added: As of March 31, 2026, our 12 office properties, totaling approximately 1.3 million rentable square feet, were 73.1% occupied and our one 505-room hotel with an ancillary parking garage, had RevPAR of $178.71 for the three months ended March 31, 2026 and our five multifamily properties were 89.6% occupied.
+Added: Additionally, as of March 31, 2026, we had eight development sites (two of which were being used as parking lots).
We are a Maryland corporation and REIT.
Our portfolio of investments currently consists of premier multifamily, Class A and creative office real assets in vibrant and improving metropolitan communities throughout the United States.
−Removed: We also own one hotel in northern California and a lending platform that originates loans under the Small Business Administration (“SBA”) 7(a) loan program.
+Added: We also own one hotel in northern California.
We seek to apply the expertise of CIM Group to the acquisition, development and operation of premier multifamily properties situated in vibrant communities throughout the United States.
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Further, as a matter of prudent management, we regularly evaluate each asset within our portfolio as well as our strategy.
−Removed: Such review may result in dispositions when, among other things, we believe
−Removed: the proceeds generated from the sale of an asset can be redeployed in one or more assets that will generate better returns, or the market value of such asset is equal to or exceeds our view of its intrinsic value.
−Removed: CIM Group Operations
−Removed: CIM Group believes that many of the risks associated with acquiring real estate are mitigated by accumulating local market knowledge of the community where the asset is located.
−Removed: As a result, CIM Group typically spends significant resources over a period of between six months and five years evaluating communities prior to making any acquisitions.
−Removed: The distinct districts that CIM Group identifies through this process as targets for acquisitions are referred to as “Qualified Communities.” Qualified Communities typically have dedicated resources to become, or are currently, vibrant communities where people can live, work, shop and be entertained, all within walking distance or close proximity to public transportation.
−Removed: These areas, which include traditional downtown areas and suburban main streets, generally have high barriers to entry, high population density, positive population trends, a propensity for growth and support for investment.
−Removed: CIM Group believes that the critical mass of redevelopment in such Qualified Communities creates positive externalities, which enhance the value of real estate assets in the area.
−Removed: CIM Group targets acquisitions of diverse types of real estate assets, including retail, residential, office, parking, hotel, signage and mixed-use through CIM Group’s extensive network and its current opportunistic activities.
−Removed: CIM Group seeks to maximize the value of its holdings through active onsite property management and leasing.
−Removed: CIM Group has extensive in-house research, acquisition, credit analysis, development, finance, leasing and onsite property management capabilities, which leverage its deep understanding of metropolitan communities to position properties for multiple uses and to maximize operating income.
−Removed: As a vertically-integrated owner and operator, CIM Group has in-house onsite property management and leasing capabilities.
−Removed: Property managers prepare annual capital and operating budgets and monthly operating reports, monitor results and oversee vendor services, maintenance and capital improvement schedules.
−Removed: In addition, they ensure that revenue objectives are met, lease terms are followed, receivables are collected, preventative maintenance programs are implemented, vendors are evaluated and expenses are controlled.
−Removed: In addition, CIM Group’s real assets management committee (the “Real Assets Management Committee”) reviews and approves strategic decisions related to financing strategies and hold/ sell analyses and performance tracking relative to the overall business plan.
−Removed: CIM Group’s organizational structure provides for continuity through multi-disciplinary teams responsible for an asset from the time of the original investment recommendation, through the implementation of the asset’s business plan, and any repositions or ultimate disposition activities.
−Removed: CIM Group’s Investments and Development teams are separate groups that work very closely together on transactions requiring development or redevelopment.
−Removed: While the Investments team is ultimately responsible for acquisition analysis, both the Investments and Development teams perform due diligence, evaluate and determine underwriting assumptions and participate in the development management and ongoing asset management of CIM Group’s assets under development.
−Removed: The Development team is also responsible for the oversight and/or execution of securing entitlements and the development/repositioning process.
−Removed: In instances where CIM Group is not the lead developer, CIM Group’s in-house Development team continues to provide development and construction oversight to co-sponsors through a shadow team that oversees the progress of the development from beginning to end to ensure adherence to the budgets, schedules, quality and scope of the project in order to maintain CIM Group’s vision for the final product.
−Removed: Both the Investments and Development teams interact as a cohesive team when sourcing, underwriting, acquiring, executing and managing the business plan of an opportunistic acquisition.
+Added: Such review may result in dispositions when, among other things, we believe the proceeds generated from the sale of an asset can be redeployed in one or more assets that will generate better returns, or the market value of such asset is equal to or exceeds our view of its intrinsic value.
+Added: Established in 1994, CIM is a vertically integrated, community-focused real estate and infrastructure owner, operator, lender, and developer of real assets.
+Added: Through CIM’s vertically integrated structure, CIM is able to leverage in-house expertise across the full life cycle of assets to drive value creation across the process.
+Added: CIM has dedicated teams for sourcing/acquisition, credit analysis, development, financing, commercial leasing, onsite property management and distribution.
+Added: These functions bring alignment of interests and deep expertise, allowing for disciplined business plan underwriting and effective risk management.
+Added: CIM also seeks to maximize synergies across its vertically integrated platform.
+Added: The three investment platforms, real estate, infrastructure, and credit leverage in-house expertise to create value within each investment.
Financing Strategy
We will seek to satisfy our long-term liquidity needs through one or more of the following methods:
−Removed: (i) offerings of shares of Common Stock, Preferred Stock or other equity and/or debt securities of the Company;
+Added: (i) offerings of shares of Common Stock or other equity and/or debt securities of the Company;
(ii) issuances of interests in our operating partnership in exchange for properties;
6 unchanged sentences
The following table sets forth occupancy rates and annualized rent per occupied square foot across our office portfolio as of the specified periods (includes 100% of our properties partially owned through Unconsolidated Joint Ventures):
−Removed: As of September 30,
+Added: As of March 31,
Occupancy (1)
+Added: 73.1 % 70.2 %
Annualized rent per occupied square foot (1)(2)
5 unchanged sentences
Annualized rent for certain office properties includes rent attributable to retail.
−Removed: Total abatements, representing lease incentives in the form of free rent, for the twelve months ended September 30, 2025 and 2024 were approximately $1.4 million and $1.8 million, respectively.
−Removed: Giving effect to abatements, net annualized rent per occupied square foot was $57.10 and $59.52 as of September 30, 2025 and 2024, respectively (See Definitions for more detail).
+Added: Total abatements, representing lease incentives in the form of free rent, for the twelve months ended March 31, 2026 and 2025 were approximately $1.8 million and $1.0 million, respectively.
+Added: Giving effect to abatements, net annualized rent per occupied square foot was $55.90 and $58.00 as of March 31, 2026 and 2025, respectively (See Definitions for more detail).
Over the next four quarters, we expect to see expiring cash rents as set forth in the table below (includes 100% of our properties partially owned through Unconsolidated Joint Ventures):
For the Three Months Ended
−Removed: December 31, 2025 March 31, 2026 June 30, 2026 September 30, 2026
+Added: June 30, 2026 September 30, 2026 December 31, 2026 March 31, 2027
Expiring Cash Rents:
Expiring square feet (1)
+Added: 27,841 30,978 20,097 30,429
Expiring rent per square foot (2)
1 unchanged sentence
(1) Month-to-month tenants occupying a total of 6,168 square feet are included in the expiring leases in the first quarter listed.
−Removed: (2) Represents gross monthly base rent, as of September 30, 2025, under leases expiring during the periods above, multiplied by 12.
+Added: (2) Represents gross monthly base rent, as of March 31, 2026, under leases expiring during the periods above, multiplied by 12.
This amount reflects total cash rent before abatements.
Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent.
−Removed: During the three and nine months ended September 30, 2025, we executed leases with terms longer than 12 months totaling 80,962 and 159,154 square feet, respectively.
−Removed: The table below sets forth information on certain of our executed leases during the three and nine months ended September 30, 2025, excluding space that was vacant for more than one year, month-to-month leases, leases with an original term of less than 12 months, related party leases, and space where the previous tenant was a related party:
−Removed: Leases (1) Rentable
−Removed: Feet New Cash
−Removed: Foot (2) Expiring
−Removed: Three Months Ended September 30, 2025 5 18,539 $ 40.24 $ 47.04
−Removed: Nine Months Ended September 30, 2025 19 70,965 $ 46.89 $ 54.27
−Removed: ______________________
+Added: During the three months ended March 31, 2026, we executed leases with terms longer than 12 months totaling 20,562 square feet.
+Added: The table below sets forth information on certain of our executed leases during the three months ended March 31, 2026, excluding space that was vacant for more than one year, month-to-month leases, leases with an original term of less than 12 months, related party leases, and space where the previous tenant was a related party:
+Added: New Cash Expiring Cash
+Added: Number of Rentable Rents per Square Rents per Square
+Added: Square Feet Foot (2)
+Added: Three Months Ended March 31, 2026 10 20,562 $ 61.35 $ 65.72
(1) Based on the number of tenants that signed leases.
5 unchanged sentences
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.
−Removed: 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 pay dividends on our Common Stock.
+Added: 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:
The following table sets forth occupancy rates and the monthly rent per occupied unit across our multifamily portfolio for the specified periods (includes 100% of our properties partially owned through an Unconsolidated Joint Venture):
−Removed: As of September 30,
+Added: As of March 31,
Occupancy 89.6 % 80.2 %
3 unchanged sentences
This amount reflects total cash rent before concessions.
−Removed: Net of rent concessions granted in the specified period, monthly rent per occupied unit was $2,215 and $2,444 as of September 30, 2025 and 2024, respectively.
+Added: Net of rent concessions granted in the specified period, monthly rent per occupied unit was $2,156 and $2,341 as of March 31, 2026 and 2025, respectively.
Hotel Statistics:
The following table sets forth the occupancy, ADR and RevPAR for our hotel in Sacramento, California for the specified periods:
−Removed: For the Nine Months
−Removed: Ended September 30,
−Removed: Occupancy 75.7 % 71.4 %
+Added: For the Three Months Ended
+Added: 78.5 % 80.0 %
ADR $ 227.75 $ 220.57
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Lending Segment
−Removed: Through our loans originated under the SBA 7(a) Program, we are a national lender that primarily originates loans to small businesses.
−Removed: 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.
−Removed: We also generate loans through referrals from real estate and loan brokers, franchise representatives, existing borrowers, lawyers and accountants.
−Removed: The SBA 7(a) Loan Program is the SBA’s most common loan program.
−Removed: The maximum loan amount for an SBA 7(a) loan is $5.0 million.
−Removed: 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.
−Removed: We work with potential borrowers to identify the type of loan that would be appropriate for each such borrower’s needs.
−Removed: 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.
−Removed: Most of our SBA 7(a) loans have maturities of approximately 25 years.
−Removed: 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.
−Removed: 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.
−Removed: On November 6, 2025, we entered into an agreement to sell our lending business to an unrelated third-party buyer for a purchase price of approximately $44 million (which is net of the outstanding balance of SBA 7(a) Loan-Backed Notes), subject to adjustment and updated information through the closing of the sale.
−Removed: Upon the closing of the sale, which is still subject to approval by the SBA, and giving effect to the payment of other debt, transaction expenses and other matters, we expect to receive net proceeds of approximately $31 million.
+Added: Prior to the divestiture described in this paragraph, we were a national lender that primarily originated loans to small businesses.
+Added: As previously announced on November 12, 2025, the Company and First Western entered into the Membership Interest Purchase Agreement with the Buyer.
+Added: The Closing occurred on January 21, 2026.
+Added: 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 for a purchase price of $44.9 million (which is net of the outstanding balance of debt related to the 2023 securitization of certain loan receivables), resulting in proceeds of $31.2 million after the repayment of the Lending Division Revolving Credit Facility, and a net gain of $1.7 million.
+Added: Subsequent to March 31, 2026, the Company received $1.0 million of escrow proceeds in connection with the Transactions.
Property Concentration
−Removed: Kaiser Foundation Health Plan, Incorporated, which occupied space in one of our Oakland, California properties, accounted for 24.5% of our annualized office rental income for the three months ended September 30, 2025.
+Added: Kaiser Foundation Health Plan, Incorporated, which occupied space in one of our Oakland, California properties, accounted for 24.0% of our annualized office rental income for the three months ended March 31, 2026.
2026 Results of Operations
−Removed: We are not aware of any material trends or uncertainties, other than national economic conditions affecting real estate in general, such as the effects of high unemployment rates, continued or renewed inflation, heightened interest rates, and any recession or slowdown in economic growth and any proposed or imposed tariffs by the U.S.
+Added: We are not aware of any material trends or uncertainties, other than geopolitical conflict and national economic conditions affecting real estate in general, such as the effects of high unemployment rates, continued or renewed inflation, heightened interest rates, and any recession or slowdown in economic growth and any proposed or imposed tariffs by the U.S.
government and retaliatory tariffs proposed or imposed by U.S.
trading partners, that may reasonably be expected to have a material impact on our results from operations other than those listed in the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.
−Removed: Comparison of the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024
+Added: Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025
Net Loss and FFO
−Removed: Three Months Ended September 30, Change
+Added: Three Months Ended March 31, Change
2026 2025 $ %
2 unchanged sentences
Total expenses $ 38,195 $ 37,295 $ 900 2.4 %
−Removed: Gain on sale of real estate $ 679 $ — $ 679 N/A
−Removed: Net loss $ (12,586) $ (10,576) $ (2,010) 19.0 %
−Removed: Net loss was $12.6 million for the three months ended September 30, 2025, compared to a net loss of $10.6 million for the three months ended September 30, 2024, an increase of $2.0 million .
−Removed: The increase in net loss was primarily due to a decrease of $617,000 in segment net operating income (discussed in more detail in the following Summary Segment Results), an increase in depreciation and amortization expense of $922,000, and an increase in interest expense of $782,000, partially offset by a gain on the sale of real estate of $679,000.
+Added: Gain on sale of First Western
+Added: $ 1,737 $ — $ 1,737 N/A
+Added: $ (8,417) $ (6,272) $ (2,145) 34.2 %
+Added: The Company had a net loss of $8.4 million for the three months ended March 31, 2026, representing an increase of $2.1 million compared to a net loss of $6.3 million for the three months ended March 31, 2025.
+Added: The increase in net loss was primarily due to a decrease of $1.9 million in segment net operating income (discussed in more detail below in “Summary Segment Results”).
Funds from Operations
5 unchanged sentences
accordingly, our FFO may not be comparable to the FFOs of other REITs.
−Removed: Therefore, FFO should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a supplement to or substitute measure for cash flows from operating activities computed in accordance with GAAP.
+Added: Therefore, FFO should be considered only as a supplement to net income (loss) as a measure of our
+Added: performance and should not be used as a supplement to or substitute measure for cash flows from operating activities computed in accordance with GAAP.
FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends.
−Removed: The following table sets forth a historical reconciliation of net loss attributable to common stockholders to FFO attributable to common stockholders (in thousands):
−Removed: Three Months Ended September 30,
+Added: The following table sets forth a historical reconciliation of net (loss) attributable to common stockholders to FFO attributable to holders of common stockholders (in thousands):
+Added: Three Months Ended March 31,
Net loss attributable to common stockholders (1)
1 unchanged sentence
Depreciation and amortization 7,721 6,560
−Removed: Non-controlling interests’ proportionate share of depreciation and amortization (54) (68)
−Removed: Gain on sale of real estate (679) —
+Added: Noncontrolling interests’ proportionate share of depreciation and amortization
+Added: Gain on sale of First Western
FFO attributable to common stockholders (1)
$ (28,769) $ (5,405)
−Removed: ______________________
−Removed: (1) During the three months ended September 30, 2025 and 2024, we recognized $0 and $16.1 million, respectively, of redeemable preferred stock redemptions.
+Added: (1) During the three months ended March 31, 2026 and 2025, we recognized $22.2 million and $300,000, respectively, of redeemable preferred stock redemptions.
Such amounts are included in, and have the effect of increasing, net loss attributable to common stockholders and FFO attributable to common stockholders because redeemable preferred stock redemptions are not an adjustment prescribed by NAREIT.
−Removed: FFO attributable to common stockholders, which is a non-GAAP measure, was $(11.1) million for the three months ended September 30, 2025, an increase of approximately $17.3 million, compared to $(28.4) million for the three months ended September 30, 2024.
−Removed: The increase in FFO was primarily due to a decrease in redeemable preferred stock redemptions of $16.1 million and a decrease in redeemable preferred stock dividends of $2.7 million, partially offset by a decrease of $617,000 in segment net operating income (discussed in more detail in the following Summary Segment Results), and an increase in interest expense of $782,000.
+Added: FFO attributable to common stockholders, which is a non-GAAP measure, was $(28.8) million for the three months ended March 31, 2026, a decrease of $(23.4) million compared to $(5.4) million for the three months ended March 31, 2025.
+Added: The decrease in FFO was primarily attributable to an increase in redeemable preferred stock redemptions of $21.9 million, a decrease of $1.9 million in segment net operating income (discussed in more detail below in “Summary Segment Results”) and an increase of $705,000 in loss on early extinguishment of debt, partially offset by a decrease in redeemable preferred stock dividends of $1.3 million.
Summary Segment Results
−Removed: During the three months ended September 30, 2025 and September 30, 2024, we operated in four segments:
−Removed: office, hotel and multifamily properties and lending.
+Added: During the three months ended March 31, 2026 and 2025, we operated in three segments:
+Added: office, hotel and multifamily properties.
+Added: As previously disclosed, the Company completed the sale of its lending business on January 21, 2026, and, as a result, the Company’s lending business ceased to be one of the Company’s reportable segments during the three months ended March 31, 2026.
+Added: As the lending segment activity was de minimis during the period it remained under the Company’s ownership for the three months ended March 31, 2026, the related amounts are included within non-segment interest and other income, interest expense, and general and administrative, as applicable, in the following table for the three months ended March 31, 2026.
Set forth and described below are summary segment results for our operating segments (dollar amounts in thousands).
−Removed: Three Months Ended September 30, Change
+Added: Three Months Ended
+Added: March 31, Change
2026 2025 $ %
1 unchanged sentence
Hotel $ 12,376 $ 12,681 $ (305) (2.4) %
−Removed: Multifamily $ 3,875 $ 4,773 $ (898) (18.8) %
−Removed: Lending $ 2,218 $ 2,724 $ (506) (18.6) %
−Removed: Office $ 6,921 $ 7,566 $ (645) (8.5) %
−Removed: Hotel $ 6,740 $ 6,169 $ 571 9.3 %
−Removed: Multifamily $ 2,914 $ 3,860 $ (946) (24.5) %
−Removed: Lending $ 1,904 $ 2,036 $ (132) (6.5) %
−Removed: Loss From Unconsolidated Entities:
−Removed: Office $ (528) $ (834) $ 306 (36.7) %
−Removed: Multifamily $ (169) $ (405) $ 236 (58.3) %
−Removed: Non-Segment Revenue and Expenses:
−Removed: Interest and other income $ 87 $ 158 $ (71) (44.9) %
−Removed: Asset management and other fees to related parties $ (331) $ (515) $ 184 (35.7) %
−Removed: Expense reimbursements to related parties - corporate $ (1,174) $ (592) $ (582) 98.3 %
−Removed: Interest expense $ (9,612) $ (8,830) $ (782) 8.9 %
−Removed: General and administrative $ (1,189) $ (1,421) $ 232 (16.3) %
−Removed: Transaction-related costs $ (598) $ (526) $ (72) 13.7 %
−Removed: Depreciation and amortization $ (7,345) $ (6,423) $ (922) 14.4 %
−Removed: Gain on sale of real estate $ 679 $ — $ 679 N/A
−Removed: Provision for income taxes $ (74) $ (15) $ (59) NM*
$ 3,872 $ 4,091 $ (219) (5.4) %
−Removed: (*) Percentage changes in excess of 100% are deemed to be not meaningful (“NM”)
−Removed: Office Revenue:
−Removed: Office revenue includes rental revenue, expense reimbursements and lease termination income from office properties.
−Removed: Office revenue decreased to $12.5 million for the three months ended September 30, 2025, compared to $13.8 million for the three months ended September 30, 2024.
−Removed: The decrease was primarily due to lower rental revenues at office properties in Oakland, California, San Francisco, California, and Los Angeles, California, each as a result of lower occupancy.
−Removed: Hotel Revenue:
−Removed: Hotel revenue increased to $7.6 million for the three months ended September 30, 2025, compared to $7.1 million for the three months ended September 30, 2024.
−Removed: The increase was mainly due to an increase in occupancy and average daily rates for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
−Removed: Multifamily Revenue:
−Removed: Multifamily revenue was $3.9 million for the three months ended September 30, 2025, compared to $4.8 million for the three months ended September 30, 2024.
−Removed: The decrease was attributed to lower rental revenues at our multifamily properties due to decreases in occupancy and monthly rent per occupied unit, net of rent concessions, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
−Removed: Lending Revenue:
−Removed: Lending revenue represents revenue from our lending subsidiaries, including interest income on loans and other loan-related fee income.
−Removed: Lending revenue was $2.2 million for the three months ended September 30, 2025, compared to $2.7 million for the three months ended September 30, 2024.
−Removed: 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.
−Removed: Loss From Unconsolidated Office Entities:
−Removed: The loss from our Unconsolidated Joint Ventures included in office segment net operating income decreased to a loss of $528,000 for the three months ended September 30, 2025, compared to a loss of $834,000 for the three months ended September 30, 2024.
−Removed: The decrease was primarily due to a decrease in unrealized loss recognized on the value of real estate at an unconsolidated office entity in Los Angeles, California recognized during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
−Removed: Loss From Unconsolidated Multifamily Entities:
−Removed: The loss from our Unconsolidated Joint Ventures included in the multifamily segment net operating was a loss of $169,000 for the three months ended September 30, 2025, compared to a loss of $405,000 for the three months ended September 30, 2024.
−Removed: The decrease was primarily due to decreases in unrealized losses recognized on the value of real estate at our unconsolidated multifamily entities recognized during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
−Removed: Interest and Other Income:
−Removed: Interest and other income, which has not been allocated to our operating segments, was $87,000 for the three months ended September 30, 2025, a decline from $158,000 for the three months ended September 30, 2024 driven by a decrease in interest earned from money market accounts.
−Removed: Office Expenses:
−Removed: Office expenses decreased to $6.9 million for the three months ended September 30, 2025, compared to $7.6 million for the three months ended September 30, 2024.
−Removed: The decrease is mainly due to lower operating expenses at an office property in Oakland, California as a result of lower occupancy, partially offset by an increase in real estate taxes at an office property in Austin, Texas.
−Removed: Hotel Expenses:
−Removed: Hotel expenses increased to $6.7 million for the three months ended September 30, 2025, compared to $6.2 million for the three months ended September 30, 2024.
−Removed: The increase was primarily due to increased occupancy and property management fees during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
−Removed: Multifamily Expenses:
−Removed: Multifamily expenses decreased to $2.9 million for the three months ended September 30, 2025, compared with $3.9 million for the three months ended September 30, 2024.
−Removed: The decrease was mainly due to a decrease in real estate tax expense as well as decreases in repairs and maintenance expenses at our multifamily properties.
−Removed: Lending Expenses:
−Removed: Lending expenses represent expenses from our lending subsidiaries, including interest expense, general and administrative expenses and fees to related parties.
−Removed: Lending expenses were $1.9 million for the three months ended September 30, 2025, compared to $2.0 million for the three months ended September 30, 2024.
−Removed: The decrease was primarily due to a decrease in current expected credit losses (“CECL”) and a decrease in interest expense due to loan paydowns.
−Removed: Asset Management and Other Fees to Related Parties:
−Removed: Asset management fees and other fees to related parties, which have not been allocated to our operating segments, were $331,000 for the three months ended September 30, 2025, compared to $515,000 for the three months ended September 30, 2024.
−Removed: 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 2024.
−Removed: Expense Reimbursements to Related Parties — Corporate:
−Removed: The Administrator receives compensation and/or reimbursement for performing certain services for the Company and its subsidiaries.
−Removed: Expense reimbursements to related parties-corporate were $1.2 million for the three months ended September 30, 2025, compared to expenses of $592,000 for the three months ended September 30, 2024, with the increase primarily due to an increase in expense allocation related to activities at our lending division as well as an increase in legal services.
−Removed: Interest Expense:
−Removed: Interest expense, which has not been allocated to our operating segments, increased to $9.6 million for the three months ended September 30, 2025, compared to $8.8 million for the three months ended September 30, 2024.
−Removed: 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 and on one of our mortgages.
−Removed: General and Administrative Expenses:
−Removed: General and administrative expenses, which have not been allocated to our operating segments, decreased to $1.2 million for the three months ended September 30, 2025, compared with $1.4 million for
−Removed: the three months ended September 30, 2024.
−Removed: The decrease was primarily due to a decrease in legal fees, partially offset by an increase in stockholder services.
−Removed: Transaction-Related Costs:
−Removed: Transaction costs were $598,000 for the three months ended September 30, 2025, generally consistent with $526,000 for such costs for the three months ended September 30, 2024.
−Removed: Depreciation and Amortization Expense:
−Removed: Depreciation and amortization expense was $7.3 million for the three months ended September 30, 2025, compared with $6.4 million for the three months ended September 30, 2024.
−Removed: The increase is due to incremental increases to the depreciable asset base at our hotel property as a result of renovation projects.
−Removed: Gain on Sale of Real Estate:
−Removed: Gain on sale of real estate was $679,000 for the nine months ended September 30, 2025, due to the sale of a land parcel in Oakland, California.
−Removed: There were no dispositions during the prior year period.
−Removed: Provision for Income Taxes:
−Removed: Provision for income taxes was $74,000 for the three months ended September 30, 2025, compared to provision for income taxes of $15,000 for the three months ended September 30, 2024.
−Removed: The increase in provision for income taxes was a result of one of our taxable REIT subsidiaries writing off the receivable for a refund of Alternative Minimum Tax that the company no longer believes is more likely than not to be received from the Internal Revenue Service.
−Removed: 2025 Results of Operations
−Removed: Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024
−Removed: Net Loss and FFO
−Removed: Nine Months Ended September 30, Change
−Removed: 2025 2024 $ %
−Removed: (dollars in thousands)
−Removed: Total revenues $ 88,218 $ 97,053 $ (8,835) (9.1) %
−Removed: Total expenses $ 114,268 $ 111,371 $ 2,897 2.6 %
−Removed: Gain on sale of real estate $ 679 $ — $ 679 N/A
−Removed: Net loss $ (28,009) $ (15,333) $ (12,676) 82.7 %
−Removed: Net loss was $28.0 million for the nine months ended September 30, 2025, compared to a net loss of $15.3 million for the nine months ended September 30, 2024, an increase of $12.7 million.
−Removed: The increase in net loss was primarily due to a decrease of $8.9 million in segment net operating income (discussed in more detail in the following Summary Segment Results) and an increase in interest expense of $3.2 million.
−Removed: Funds from Operations
−Removed: We believe that funds from operations (“FFO”), a non-GAAP measure, is a widely recognized and appropriate measure of the performance of a REIT and that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results.
−Removed: FFO represents net income (loss) attributable to common stockholders, computed in accordance with GAAP, which reflects the deduction of redeemable preferred stock dividends accumulated, excluding gains (or losses) from sales of real estate, impairment of real estate, and real estate depreciation and amortization.
−Removed: We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (the “NAREIT”).
−Removed: Like any metric, FFO should not be used as the only measure of our performance because it excludes depreciation and amortization and captures neither the changes in the value of our real estate properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our operating results.
−Removed: Other REITs may not calculate FFO in accordance with the standards established by the NAREIT;
−Removed: accordingly, our FFO may not be comparable to the FFOs of other REITs.
−Removed: Therefore, FFO should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a supplement to or substitute measure for cash flows from operating activities computed in accordance with GAAP.
−Removed: FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends.
−Removed: The following table sets forth a historical reconciliation of net loss attributable to common stockholders to FFO attributable to common stockholders (in thousands):
−Removed: Nine Months Ended September 30,
−Removed: Net loss attributable to common stockholders (1)
−Removed: $ (43,913) $ (56,737)
−Removed: Depreciation and amortization 20,169 19,357
−Removed: Non-controlling interests’ proportionate share of depreciation and amortization
−Removed: Impairment of real estate 221 —
−Removed: Gain on sale of real estate (679) —
−Removed: FFO attributable to common stockholders (1)
−Removed: $ (24,382) $ (37,620)
−Removed: ______________________
−Removed: (1) During the nine months ended September 30, 2025 and 2024, we recognized $300,000 and $17.5 million , respectively, of redeemable preferred stock redemptions.
−Removed: 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.
−Removed: FFO attributable to common stockholders, which is a non-GAAP measure, was $(24.4) million for the nine months ended September 30, 2025, an increase of $13.2 million compared to $(37.6) million for the nine months ended September 30, 2024.
−Removed: The increase in FFO was primarily due to a decrease in redeemable preferred stock dividends of $7.6 million and a decrease in redeemable preferred stock redemptions of $17.2 million, partially offset by a decrease of $8.9 million in segment net operating income (discussed in more detail in the following Summary Segment Results) and an increase in interest expense of $3.2 million.
−Removed: Summary Segment Results
−Removed: During the nine months ended September 30, 2025 and September 30, 2024, we operated in four segments:
−Removed: office, hotel and multifamily properties and lending.
−Removed: Set forth and described below are summary segment results for our operating segments (dollar amounts in thousands).
−Removed: Nine Months Ended September 30, Change
−Removed: 2025 2024 $ %
−Removed: Office $ 37,395 $ 42,531 $ (5,136) (12.1) %
−Removed: Hotel $ 31,906 $ 31,151 $ 755 2.4 %
−Removed: Multifamily $ 11,910 $ 14,971 $ (3,061) (20.4) %
−Removed: Lending $ 6,686 $ 7,928 $ (1,242) (15.7) %
+Added: Lending $ — $ 2,378 $ (2,378) NM*
Office $ 6,141 $ 5,924 $ 217 3.7 %
Hotel $ 8,420 $ 7,997 $ 423 5.3 %
−Removed: Multifamily $ 9,646 $ 10,365 $ (719) (6.9) %
−Removed: Lending $ 5,829 $ 5,708 $ 121 2.1 %
−Removed: (Loss) Income From Unconsolidated Entities
+Added: $ 3,047 $ 3,589 $ (542) (15.1) %
+Added: Lending $ — $ 1,788 $ (1,788) NM*
+Added: Income (Loss) From Unconsolidated Entities
Office $ 62 $ (29) $ 91 NM*
−Removed: Multifamily $ (1,903) $ (929) $ (974) NM*
+Added: $ (1,438) $ (1,122) $ (316) 28.2 %
Non-Segment Revenue and Expenses:
−Removed: Interest and other income $ 321 $ 472 $ (151) (32.0) %
+Added: Interest and other income $ 591 $ 91 $ 500 NM*
Asset management and other fees to related parties $ (584) $ (360) $ (224) 62.2 %
2 unchanged sentences
General and administrative $ (1,571) $ (1,241) $ (330) 26.6 %
−Removed: Transaction-related costs $ (1,427) $ (1,351) $ (76) 5.6 %
+Added: Transaction-related costs $ (7) $ (26) $ 19 NM*
Depreciation and amortization $ (7,721) $ (6,560) $ (1,161) 17.7 %
Loss on early extinguishment of debt $ (705) $ — $ (705) N/A
−Removed: Impairment of real estate $ (221) $ — $ (221) N/A
−Removed: Gain on sale of real estate $ 679 $ — $ 679 N/A
−Removed: Provision for income taxes $ (353) $ (573) $ 220 (38.4) %
+Added: Gain on sale of First Western $ 1,737 $ — $ 1,737 N/A
+Added: Provision for income taxes $ — $ (121) $ 121 NM*
______________________
2 unchanged sentences
Office revenue includes rental revenue, expense reimbursements and lease termination income from office properties.
−Removed: Office revenue decreased to $37.4 million for the nine months ended September 30, 2025, compared to $42.5 million for the nine months ended September 30, 2024.
−Removed: 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.
+Added: Office revenue decreased to $12.6 million for the three months ended March 31, 2026 from $13.1 million for the three months ended March 31, 2025.
+Added: The change is primarily due to a decrease in tenant reimbursement revenue at an office property in Oakland, California.
Hotel Revenue:
−Removed: Hotel revenue was $31.9 million for the nine months ended September 30, 2025, compared to $31.2 million for the nine months ended September 30, 2024.
−Removed: The increase was primarily due to an increase in occupancy and average daily rate during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
+Added: Hotel revenue decreased to $12.4 million for the three months ended March 31, 2026, compared to $12.7 million for the three months ended March 31, 2025.
+Added: The decrease was largely attributable to temporary factors, including
+Added: a renovation-related disruption early in the quarter, and an issue in one of the mechanical systems that temporarily removed a number of rooms from service in March of 2026.
Multifamily Revenue:
−Removed: Multifamily revenue was $11.9 million for the nine months ended September 30, 2025, compared to $15.0 million for the nine months ended September 30, 2024.
−Removed: The decrease was attributed to lower occupancy and decreased monthly rent per occupied unit, net of rent concessions during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
+Added: Multifamily revenue decreased to $3.9 million for the three months ended March 31, 2026, compared to $4.1 million for the three months ended March 31, 2025.
+Added: The decrease is primarily due to decreased rent per occupied unit, net of rent concessions, at our multifamily properties during the three months ended March 31, 2026.
Lending Revenue:
−Removed: Lending revenue represents revenue from our lending subsidiaries, including interest income on loans and other loan-related fee income.
−Removed: Lending revenue was $6.7 million for the nine months ended September 30, 2025, compared to $7.9 million for the nine months ended September 30, 2024.
−Removed: 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.
−Removed: (Loss) Income From Unconsolidated Office Entities:
−Removed: The loss from our Unconsolidated Joint Ventures included in office segment net operating income decreased to a loss of $382,000 for the nine months ended September 30, 2025, compared to income of $487,000 for the nine months ended September 30, 2024.
−Removed: The decrease was primarily due to a decrease in unrealized gain recognized on the value of real estate at our unconsolidated office entities recognized during the nine months ended September 30, 2025.
+Added: Lending revenue represented interest income on loans and other loan-related fee income from our lending business (First Western), which was sold on January 21, 2026.
+Added: The Company recorded no lending revenue for the three months ended March 31, 2026, compared to $2.4 million for the three months ended March 31, 2025.
+Added: Lending revenue for the period First Western was still under ownership during the three months ended March 31, 2026 was recorded to interest and other income not allocated to any of our operating segments.
+Added: Income (Loss) From Unconsolidated Office Entities:
+Added: Income from our unconsolidated office entities was $62,000 for the three months ended March 31, 2026, compared to a loss of $29,000 for the three months ended March 31, 2025.
+Added: The increase was due to an increase in rental revenues at one of our unconsolidated office entities during the three months ended March 31, 2026.
Loss From Unconsolidated Multifamily Entities:
−Removed: The loss from our Unconsolidated Joint Venture included in the multifamily segment was $1.9 million for the nine months ended September 30, 2025, compared to a loss of $929,000 for the nine months ended September 30, 2024.
−Removed: The increase was primarily due to increases in the net unrealized loss recognized on the value of real estate at the unconsolidated multifamily entities included in our multifamily segment during the nine months ended September 30, 2025.
+Added: The loss from our unconsolidated multifamily entities increased to $1.4 million for the three months ended March 31, 2026, compared to $1.1 million for the three months ended March 31, 2025.
+Added: The increase is due to an increase in the unrealized loss on investments in real estate at one of our unconsolidated multifamily entities during the three months ended March 31, 2026, partially offset by an increase in rental revenues at the property.
Interest and Other Income:
−Removed: Interest and other income, which has not been allocated to our operating segments, decreased to $321,000 for the nine months ended September 30, 2025, compared to $472,000 for the nine months ended September 30, 2024.
−Removed: The decrease was primarily related to a decrease in interest earned on money market accounts during the nine months ended September 30, 2025.
+Added: Interest and other income, which has not been allocated to our operating segments, was $591,000 for the three months ended March 31, 2026, compared to $91,000 for the three months ended March 31, 2025.
+Added: The increase is primarily due the Company recording lending revenue for the period First Western was still under ownership during the three months ended March 31, 2026 to interest and other income.
Office Expenses:
−Removed: Office expenses decreased to $19.4 million for the nine months ended September 30, 2025, compared to $20.8 million for the nine months ended September 30, 2024.
−Removed: 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 nine months ended September 30, 2025, partially offset by increased property taxes at an office property in Austin, Texas during the nine months ended September 30, 2025.
+Added: Office expenses increased to $6.1 million for the three months ended March 31, 2026, compared to $5.9 million for the three months ended March 31, 2025.
+Added: The increase is primarily a result of an increase in real estate tax expense at an office property in Beverly Hills, California for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, driven by a tax refund recorded in the prior-year period.
Hotel Expenses:
−Removed: Hotel expenses were $22.2 million for the nine months ended September 30, 2025, compared to $21.8 million for the nine months ended September 30, 2024.
−Removed: The increase is due to increased occupancy during the nine months ended September 30, 2025 compared to the prior year period.
+Added: Hotel expenses increased to $8.4 million for the three months ended March 31, 2026, compared to $8.0 million for the three months ended March 31, 2025.
+Added: The increase is due to an increase in operating expenses and administrative expenses, driven mostly by elevated maintenance and marketing costs for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.
Multifamily Expenses:
−Removed: Multifamily expenses decreased to $9.6 million for the nine months ended September 30, 2025, compared to $10.4 million for the nine months ended September 30, 2024.
−Removed: The decrease was mainly due to a decrease in real estate tax expense as well as decreases in repairs and maintenance expenses at our multifamily properties during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
+Added: Multifamily expenses decreased to $3.0 million for the three months ended March 31, 2026, compared to $3.6 million for the three months ended March 31, 2025.
+Added: The decrease was primarily due to a decrease in real estate tax expenses at multifamily properties in Oakland, California for the three months ended March 31, 2026, compared to the prior period.
Lending Expenses:
−Removed: Lending expenses represent expenses from our lending subsidiaries, including interest expense, general and administrative expenses and fees to related parties.
−Removed: Lending expenses were $5.8 million for the nine months ended September 30, 2025, compared with expenses of $5.7 million for the nine months ended September 30, 2024.
−Removed: The increase was primarily due to an increase in CECL and an increase legal, accounting, and tax fees, partially offset by a decrease in interest expense due to loan paydowns.
+Added: Lending expenses included interest expense, general and administrative expenses and fees to related parties from our lending business (First Western), which was sold on January 21, 2026.
+Added: The Company recorded no lending expenses for the three months ended March 31, 2026, compared to $1.8 million for the three months ended March 31, 2025.
+Added: Lending expenses for the period First Western was still under ownership during the three months ended March 31, 2026 were recorded to general and administrative expenses and interest expense not allocated to any of our operating segments.
Asset Management and Other Fees to Related Parties:
−Removed: Asset management fees and other fees to related parties, which have not been allocated to our operating segments, decreased to $1.0 million for the nine months ended September 30, 2025, compared to $1.3 million for the nine months ended September 30, 2024.
−Removed: 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 2024.
+Added: Asset management fees and other fees to related parties, which have not been allocated to our operating segments increased to $584,000 for the three months ended March 31, 2026, compared to $360,000 for the three months ended March 31, 2025.
+Added: The change was a result of an increase in asset management fees driven by an increase in our net asset value attributable to common stockholders resulting from the issuance of additional shares of Common Stock during the three months ended March 31, 2026.
Expense Reimbursements to Related Parties—Corporate :
The Administrator receives compensation and/or reimbursement for performing certain services for the Company and its subsidiaries.
−Removed: Expense reimbursements to related parties-corporate were $2.7 million for the nine months ended September 30, 2025, compared to $1.8 million for the nine months
−Removed: ended September 30, 2024, with the increase primarily due to an increase in expense allocation related to activities at our lending division as well as an increase in legal services.
+Added: Expense reimbursements to related parties—corporate were $875,000 for the three months ended March 31, 2026, compared to $626,000 for the three months ended March 31, 2025.
+Added: The change was primarily due to an increase in expense allocation as well as an increase in legal services.
Interest Expense:
−Removed: Interest expense, which has not been allocated to our operating segments, increased to $28.4 million for the nine months ended September 30, 2025, compared to $25.2 million for the nine months ended September 30, 2024.
−Removed: 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.
+Added: Interest expense, which has not been allocated to our operating segments, was $9.1 million for the three months ended March 31, 2026, consistent with $9.2 million for the three months ended March 31, 2025.
General and Administrative Expenses:
−Removed: General and administrative expenses, which have not been allocated to our operating segments, were $3.1 million for the nine months ended September 30, 2025, compared to $3.6 million for the nine months ended September 30, 2024.
−Removed: The decrease is primarily attributable to a decrease in accounting and tax preparation fees during the nine months ended September 30, 2025.
+Added: General and administrative expenses, which have not been allocated to our operating segments, were $1.6 million for the three months ended March 31, 2026, compared to $1.2 million for the three months ended March 31, 2025.
+Added: The increase is primarily due the Company recording lending general and administrative expenses for the period First Western was still under ownership during the three months ended March 31, 2026 to general and administrative expenses not allocated to any of our operating segments.
Transaction-Related Costs:
−Removed: Transaction-related costs were $1.4 million for both the nine months ended September 30, 2025 and 2024.
+Added: Transaction-related costs were $7,000 for the three months ended March 31, 2026, generally consistent with $26,000 for the three months ended March 31, 2025.
Depreciation and Amortization Expense:
−Removed: Depreciation and amortization expense was $20.2 million for the nine months ended September 30, 2025, compared with $19.4 million for the nine months ended September 30, 2024.
−Removed: The increase is due to incremental increases to the depreciable asset base at our hotel property.
−Removed: Loss on Early Extinguishment of Debt:
−Removed: Loss on early extinguishment of debt was $88,000 for the nine months ended September 30, 2025 as a result of the payoff and termination of the 2022 Credit Facility.
−Removed: No such amounts were incurred during the prior year period.
−Removed: Impairment of Real Estate:
−Removed: Impairment of real estate was $221,000 for the nine months ended September 30, 2025, due to an impairment charge recognized in connection with an office property in Austin, Texas.
−Removed: No such amounts were incurred during the prior year period.
−Removed: Gain on Sale of Real Estate:
−Removed: Gain on sale of real estate was $679,000 for the nine months ended September 30, 2025, due to the sale of a land parcel in Oakland, California.
−Removed: There were no dispositions during the prior year period.
+Added: Depreciation and amortization expense increased to $7.7 million for the three months ended March 31, 2026, compared to $6.6 million for the three months ended March 31, 2025.
+Added: The increase was primarily due to an increase in tenant improvement amortization at an office property located in Beverly Hills, California, as well as an increase at our hotel property due to renovation projects which have increased depreciable assets.
+Added: Gain on sale of First Western:
+Added: Gain on sale of First Western was $1.7 million for the three months ended March 31, 2026, related to the sale of First Western in January 2026.
+Added: There were no such amounts recorded for the three months ended March 31, 2025.
Provision for Income Taxes:
−Removed: Provision for income taxes was $353,000 for the nine months ended September 30, 2025, compared with $573,000 for the nine months ended September 30, 2024.
−Removed: The increase was due to lower taxable income at our taxable REIT subsidiaries compared to the prior year period as well as our taxable REIT subsidiaries writing off the receivable for a refund of Alternative Minimum Tax that the company no longer believes is more likely than not to be received from the Internal Revenue Service.
+Added: There was no provision for income taxes for the three months ended March 31, 2026, compared to a provision for income taxes of $121,000 for the three months ended March 31, 2025.
+Added: The decrease is primarily due to the sale of First Western, one of our taxable REIT subsidiaries, on January 21, 2026.
Cash Flow Analysis
−Removed: Our cash flows from operating activities are primarily dependent upon the real estate assets owned, occupancy level of our real estate assets, the rental rates achieved through our leases, the occupancy and ADR of our hotel, the collectability of rent and recoveries from our tenants, and loan-related activity.
+Added: Our cash flows from operating activities are primarily dependent upon the real estate assets owned, occupancy level of our real estate assets, the rental rates achieved through our leases, the occupancy and ADR of our hotel, the collectability of rent and recoveries from our tenants, and prior to the sale of our lending division, First Western, in January 2026, loan-related activity.
Our cash flows from operating activities are also impacted by fluctuations in operating expenses and other general and administrative costs.
−Removed: Net cash provided by operating activities was $2.5 million for the nine months ended September 30, 2025, as compared to net cash provided by operating activities of $15.9 million for the same period in 2024.
−Removed: The decrease in cash provided by operating activities was primarily due to an increase in net loss adjusted for depreciation and amortization expense and other non-cash items of $10.5 million as well as a decrease in net cash proceeds from the sale of loans of $2.5 million.
−Removed: 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.
−Removed: Net cash used in investing activities decreased to $9.3 million for the nine months ended September 30, 2025, compared to $14.7 million for the same period in 2024.
−Removed: The decrease in cash used in investing activities was primarily due to a decrease in cash used to fund loans of $5.7 million and an increase in the receipt of deferred key money of $2.3 million, partially offset by an increase in capital expenditures of $2.9 million.
+Added: Net cash used in operating activities was $26.0 million for the three months ended March 31, 2026, compared to net cash provided by operating activities of $1.2 million for the three months ended March 31, 2025.
+Added: The decrease is primarily due to changes in working capital, including the timing of cash payments related to amounts due to related parties, as well as, an increase in net loss, adjusted for depreciation and amortization expense and other non-cash items of $2.4 million.
+Added: 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, prior to the sale of First Western in January 2026, cash flows associated with loans originated at our lending segment.
+Added: Net cash provided by investing activities was $41.4 million for the three months ended March 31, 2026, compared to net cash used in investing activities of $5.2 million for the three months ended March 31, 2025.
+Added: The change was primarily due to $44.6 million of proceeds from the sale of assets held for sale, net, in connection with the sale of First Western, as further discussed in Note 5 to the consolidated financial statements included in this Quarterly Report on Form 10-Q, as well as a $2.3 million decrease in capital expenditures, partially offset by a decrease in proceeds from principal loan collections, net of loans funded, of $2.0 million during the three months ended March 31, 2026 as compared to the same period in 2025.
Our cash flows from financing activities are generally impacted by borrowings and capital activities.
−Removed: Net cash provided by financing activities was $2.2 million for the nine months ended September 30, 2025, compared to net cash used in financing activities of $9.4 million during the same period in 2024.
−Removed: The increase in our cash flows from financing activities was primarily due to an increase net proceeds from debt of $22.2 million during the nine months ended September 30, 2025, compared to $7.3 million during the nine months ended September 30, 2024, a $24.9 million decrease in cash redemptions of preferred stock, and a combined decrease in preferred stock and common stock dividends of $12.7 million.
−Removed: The aforementioned
−Removed: amounts were offset by a $40.5 million decrease in net proceeds from the issuance of preferred stock during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
+Added: Net cash used in financing activities for the three months ended March 31, 2026 was $15.4 million, compared to net cash provided by financing activities of $206,000 for the three months ended March 31, 2025.
+Added: The change was primarily due to net repayments on debt of $10.3 million during the three months ended March 31, 2026, as compared to net proceeds from debt of $6.4 million during the three months ended March 31, 2025.
+Added: The change was partially offset by a $1.0 million decrease in preferred stock dividends paid during three months ended March 31, 2026, as compared to the same period in 2025.
Liquidity and Capital Resources
−Removed: 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.
+Added: 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, and paying distributions on our Preferred Stock.
We may finance our future activities through one or more of the following methods:
−Removed: (i) offerings of shares of Common Stock, Preferred Stock or other equity and/or debt securities of the Company;
+Added: (i) offerings of shares of Common Stock or other equity and/or debt securities of
(ii) issuances of interests in our operating partnership in exchange for properties;
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and/or (vi) cash flows from operations .
−Removed: 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.
−Removed: Additionally, our outstanding commitments to fund loans were $16.5 million as of September 30, 2025, substantially all of which reflect prime-based loans to be originated by our subsidiary engaged in SBA 7(a) Small Business Loan Program lending.
−Removed: 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.
−Removed: Since some commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements.
+Added: 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.
−Removed: 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.
−Removed: The 1910 Sunset JV is nearing completion on its project 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, 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.
−Removed: The 1910 Sunset JV is financing 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 had a balance of $6.4 million as of September 30, 2025 and total borrowing availability of $9.4 million).
−Removed: As of September 30, 2025, the 1910 Sunset JV had incurred total costs of $12.5 million in connection with the 1915 Park Project.
−Removed: Construction has been substantially completed at one of our Unconsolidated Joint Ventures (the “4750 Wilshire JV”), in which we have a 20% ownership interest.
−Removed: 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.
−Removed: The 4750 Wilshire JV began leasing for the multifamily units in September 2024.
−Removed: As of September 30, 2025, total costs of $28.6 million had been incurred by the 4750 Wilshire JV in connection with the 4750 Wilshire Project, which has an expected total completion cost of $31.4 million.
−Removed: Construction has been substantially completed on the Rooms Renovation Project at our Sheraton Grand Hotel in Sacramento, California, with total costs incurred of $21.5 million as of September 30, 2025.
−Removed: We have also started our renovation of Sheraton Grand Hotel’s lobbies and common areas (the “Lobby Renovation Project”) during the third quarter of 2025.
−Removed: The estimated cost for the Lobby Renovation Project is approximately $11.6 million, of which $4.4 million had been incurred as of September 30, 2025.
−Removed: 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.
−Removed: On April 3, 2025, the Company completed the refinancing of an office property in Austin, Texas (the “Austin Refinancing”).
−Removed: The Company used a portion of the proceeds from the Austin Refinancing to repay the $15.0 million outstanding balance on our 2022 Credit Facility in full and, in connection with such repayment, the 2022 Credit Facility was terminated.
−Removed: 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 376,128 and 319,184 shares of Series A1 Preferred Stock and Series A Preferred Stock, respectively, in shares of Common
−Removed: 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, which the Company currently expects will be in the fourth quarter of 2025.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.
−Removed: The measures noted above, taken together, are expected to strengthen our balance sheet, improve liquidity and accelerate our transition towards premier multifamily properties.
+Added: Construction has been substantially completed on the renovation of the Sheraton Grand Hotel’s guest rooms and corridors (the “Rooms Renovation Project”) at our Sheraton Grand Hotel in Sacramento, California, with total costs incurred of $21.5 million as of March 31, 2026.
+Added: We also started our renovation of Sheraton Grand Hotel’s lobbies and common areas (the “Lobby Renovation Project”) during the third quarter of 2025.
+Added: The estimated cost for the Lobby Renovation Project is approximately $11.6 million, of which $9.0 million had been incurred as of March 31, 2026.
+Added: Both the Rooms Renovation Project and Lobby Renovation Project are being funded by a combination of draws on the mortgage loan at the property, key money from the Sheraton Grand Hotel’s franchisor, and cash from operations of the hotel.
+Added: In addition, we are evaluating a potential refinancing and are in discussions with and receiving proposals from potential lenders related to the Sheraton Hotel that could result in an upsized loan and a reduced interest rate.
+Added: From and after September 2024, at our option, we redeemed 10,129,244, 4,019,649 and 21,760 shares of Series A1 Preferred Stock, Series A Preferred Stock, and Series D Preferred Stock, respectively, in shares of Common Stock and we have paid holder-requested redemptions of 913,141, 759,308, and 4,122 shares of Series A1 Preferred Stock, Series A Preferred Stock, and Series D Preferred Stock, respectively, in shares of Common Stock.
+Added: On March 16, 2026, we redeemed, at our option, 7,539,638 shares of Series A1 Preferred Stock, 1,869,573 shares of Series A Preferred Stock and 21,760 shares of Series D Preferred Stock in shares of Common Stock (the “March 2026 Redemption”).
+Added: 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.
+Added: 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.
+Added: As of May 1, 2026, the Company has received redemption requests related to Series A1 Preferred Stock and Series A Preferred Stock, totaling approximately $204,000, which the Company intends to redeem in shares of Common Stock as soon as practical after the Company opens its trading window in accordance with its Insider Trading Policy.
+Added: The measures noted above, taken together, 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 Quarterly Report on Form 10-Q, 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 the 2025 Form 10-K.
−Removed: 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 Preferred Stock or pay dividends on our Common Stock.
+Added: 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 Preferred Stock or any renewed distributions on our Common Stock.
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.
−Removed: 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 (the “Bid Price Requirement”), we had fallen out of compliance with the Bid Price Requirement.
+Added: 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.
−Removed: However, our ability to maintain compliance with the Nasdaq’s listing standards requirements in the future, including the Bid Price Requirement, is not guaranteed.
+Added: In addition, in order to remain in compliance with Nasdaq’s Modified Low-
+Added: Price Requirement (which triggers an immediate suspension of trading and potential delisting notice for securities that do not maintain a closing bid price of greater than $0.10 for ten consecutive trading days), the Company effected a 1-for-10 reverse stock split on March 26, 2026 and, in order to remain in compliance with the Bid Price Requirement, the Company effected an additional 1-for-10 reverse stock split on April 20, 2026.
+Added: However, our ability to maintain compliance with 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” of the 2025 Form 10-K.
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Sources and Uses of Funds
−Removed: We have mortgage loan agreements with outstanding balances of $475.8 million as of September 30, 2025.
+Added: We have mortgage loan agreements with outstanding balances of $477.1 million as of March 31, 2026.
Our mortgage loans mature on various dates from June 7, 2026 through January 11, 2030.
−Removed: With regards to the mortgage payable with a balance of $66.3 million as of September 30, 2025 maturing on June 7, 2026, (the “1150 Clay Mortgage”), we executed the final one-year extension option under the mortgage in June 2025.
−Removed: We intend to work with the lender in order to refinance the 1150 Clay Mortgage beyond its stated maturity date of June 7, 2026.
−Removed: Although we believe 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.
−Removed: If we and the lender under the 1150 Clay Mortgage cannot agree on an extension of the mortgage and the we fail 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.
−Removed: With regards to the mortgage payable with a balance of $81.0 million as of September 30, 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”).
−Removed: In connection with the Channel House Mortgage Extension, the Company made a repayment of $6.0 million under the Channel House Mortgage, reducing it form its previous balance of $87.0 million.
−Removed: In regards to the mortgage payable with a balance of $97.1 million as of September 30, 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
−Removed: stated maturity date of July 1, 2026.
+Added: With regard to the mortgage payable with a balance of $66.3 million as of March 31, 2026 maturing on June 7, 2026 (the “1150 Clay Mortgage”), the Company executed the final one-year extension option under the mortgage in June 2025.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: With regard to the mortgage payable with a balance of $81.0 million as of March 31, 2026 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”).
+Added: 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.
+Added: 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.
+Added: 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.
+Added: With regard to the mortgage payable with a balance of $97.1 million as of March 31, 2026 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.
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Revolving Credit Facilities
−Removed: 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 were collectively subject to a borrowing base calculation.
−Removed: 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”).
−Removed: The 2022 Credit Facility originally had a maturity date in December 2025 and provided for two one-year extension options.
−Removed: 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, the Company repaid $111.7 million on the 2022 Credit Facility Revolver and $42.6 million on the 2022 Credit Facility Term Loan.
−Removed: 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 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.
−Removed: Loans included in the borrowing base calculation may not be included for more than 12 calendar months unless certain financial ratios are met and in no case can loans be included for more than 18 months.
−Removed: The Lending Division Revolving Credit Facility bears interest at (i) the base rate plus 2.00% or (ii) SOFR plus 3.00%, at the borrower’s election, and has an initial maturity date of June 13, 2027, with two one-year extension options.
−Removed: As of September 30, 2025, the effective interest rate for the lending division credit facility was 7.19% and there was $9.3 million of debt outstanding with no availability for additional borrowings under the Lending Division Revolving Credit Facility, pursuant to the borrowing base calculation.
−Removed: In connection with the Company’s guaranty of the Lending Division Revolving Credit Facility (the “Parent Guaranty”), the Company is subject to certain financial covenants, including maintenance of (i) a consolidated fixed charge coverage ratio of at least 1.05 to 1.00, (ii) a minimum net worth of $200.0 million, (iii) a total leverage ratio no greater than 2.50 to 1.00 and (iv) $10.0 million of liquidity.
−Removed: If the Company fails to comply with the financial covenants set forth in the Parent Guaranty, the lender under the Lending Division Revolving Credit Facility has the right to require the Company to post cash collateral for the benefit of the lender in an amount equal to 105% of the outstanding principal balance under the facility plus all accrued and unpaid interest under such facility.
−Removed: On October 22, 2025, the Company entered into an amendment to the Parent Guaranty to modify the Parent Guaranty’s consolidated fixed charge coverage ratio covenant.
−Removed: Pursuant to the amendment, the Company must maintain a consolidated fixed charge coverage ratio of (x) for the fiscal quarters ending September 30, 2025 and December 31, 2025, not less than 1.00 to 1.00, and (y) for any fiscal quarter ending after December 31, 2025, not less than 1.15 to 1.00.
+Added: Upon the closing of the sale of First Western on January 21, 2026, the remaining balance of $10.4 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
−Removed: 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).
−Removed: 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.
−Removed: The SBA 7(a) loan backed notes mature on March 20, 2048, with monthly payments due as payments on the collateralized loans are received.
−Removed: The 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%.
−Removed: As of September 30, 2025, the variable interest rate was 7.15%.
−Removed: 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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The junior subordinated notes may be redeemed at par at our option.
−Removed: The aggregate principal balance of the junior subordinated notes was $27.1 million as of September 30, 2025.
+Added: The aggregate principal balance of the junior subordinated notes was $27.1 million as of March 31, 2026.
Securities Offerings
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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.
−Removed: As of September 30, 2025, all of the Series A Preferred Warrants had expired.
+Added: As of March 31, 2026, 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.
−Removed: From June 2022 through September 2024, we conducted a public offering with respect to shares of its Series A1 Preferred Stock.
+Added: From June 2022 through September 2024, we conducted a public offering with respect to shares of our Series A1 Preferred Stock.
We used the net proceeds from the offerings for general corporate purposes.
We have suspended our offering of Series A1 Preferred Stock.
−Removed: As of September 30, 2025, we had issued 12,040,878 shares of Series A1 Preferred Stock, 8,251,657 shares of Series A Preferred Stock and 56,857 shares of Series D Preferred Stock and received aggregate net proceeds of $459.1 million after commissions, fees and allocated costs.
+Added: As of March 31, 2026, we had issued 12,040,878 shares of Series A1 Preferred Stock, 8,251,657 shares of Series A Preferred Stock and 56,857 shares of Series D Preferred Stock and received aggregate net proceeds of $459.1 million after commissions, fees and allocated costs.
Dividends on and Redemptions of Preferred Stock
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(1) at the of greater of (i) an annual rate of 6.0% of the Series A1 Preferred Stock Stated Value (i.e., the equivalent of $0.3750 per share per quarter) and (ii) the Federal Funds (Effective) Rate for such quarter and plus 2.5% of the Series A1 Preferred Stock Stated Value divided by four, up to a maximum of 2.5% of the Series A1 Preferred Stock Stated Value per quarter, (2) 5.50% of the Series A Preferred Stock Stated Value (i.e., the equivalent of $0.34375 per share per quarter), and (3) 5.65% of the Series D Preferred Stock Stated Value (i.e., the equivalent of $0.35313 per share per quarter), respectively.
−Removed: We expect to pay dividends on the Series A1 Preferred Stock, Series A Preferred Stock and Series D Preferred Stock in arrears on a monthly basis, unless our results of operations, our general financing conditions, general economic conditions, applicable requirements of the MGCL or other factors make it imprudent to do so.
+Added: We expect to pay dividends on the Series A1 Preferred Stock, Series A Preferred Stock and Series D Preferred Stock in arrears on a monthly basis, unless our results of operations, our general financing conditions, general economic conditions, applicable requirements of the Maryland General Corporation Law (“MGCL”) or other factors make it imprudent to do so.
The timing and amount of dividends declared and paid on our Preferred Stock will be determined by our Board of Directors, in its sole discretion, and may vary from time to time.
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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.
−Removed: Through September 30, 2025, we had redeemed 4,799,446 shares of Series A Preferred Stock, 3,148,815 shares of Series A1 Preferred Stock, and 8,410 shares of Series D Preferred Stock.
−Removed: 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.
−Removed: 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.
+Added: Through March 31, 2026, we had redeemed 7,109,143 shares of Series A Preferred Stock, 11,225,466 shares of Series A1 Preferred Stock, and 34,292 of Series D Preferred Stock.
+Added: 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.
+Added: 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.
+Added: As of May 1, 2026, the Company has received redemption requests related to Series A1 Preferred Stock and Series A Preferred Stock, totaling approximately $204,000, which the Company intends to redeem in shares of Common Stock as soon as practical after the Company opens its trading window in accordance with its Insider Trading Policy.
Of the 7,109,143 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.
−Removed: As of September 30, 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 September 30, 2025, 319,184 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”).
+Added: As of March 31, 2026, the Company, at its option, redeemed 4,019,649 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 March 31, 2026, 759,308 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-
+Added: Kind Redemptions”).
The Series A In-Kind Redemptions resulted in the aggregate issuance of 534,863 shares of Common Stock.
Of the 11,225,466 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).
−Removed: As of September 30, 2025, the Company, at its option, redeemed 2,589,606 shares of Series A1 Preferred Stock, all of which were paid in shares of
−Removed: Common Stock, including all accrued and unpaid dividends as of each redemption date and, in addition, as of September 30, 2025, 376,128 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”).
+Added: As of March 31, 2026, the Company had, at its option, redeemed 10,129,244 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 March 31, 2026, 913,141 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 2,096,914 shares of Common Stock.
−Removed: 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.
+Added: Of the 34,292 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 (all of which were redeemed at the option of the holders).
+Added: As of March 31, 2026, the Company had, at its option, redeemed 21,760 shares of Series D Preferred Stock, all of which were paid in shares of Common Stock, including all accrued and unpaid dividends as of the redemption date and, in addition, as of March 31, 2026, 4,122 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 D In-Kind Redemptions”).
+Added: The Series D In-Kind Redemptions resulted in the aggregate issuance of 6,057 shares of Common Stock.
Dividends on Common Stock
2 unchanged sentences
Consequently, the dividend rate on a quarterly basis does not necessarily correlate directly to any individual factor.
+Added: 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
−Removed: As of September 30, 2025, we did not have any off-balance sheet arrangements.
+Added: As of March 31, 2026, we did not have any off-balance sheet arrangements.
Recently Issued Accounting Pronouncements
1 unchanged sentence
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.