What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-20 compared with 2025-03-31 · 21 added, 75 removed, 32 unchanged (75% of the section changed)

2 unchanged sentences

Neither our Class B units nor our Class M unit are listed or traded on any established public trading market.

of March 28, 2025, there were 46 holders of record of our Class A units, and one holder of record of each of our Class B units and

Class M unit, respectively.

of March 13, 2026, there were 50 holders of record of our Class A units, and one holder of record of each of our Class B units

and Class M unit, respectively.

do not expect to pay any distributions until our investments are generating operating cash flow.

14 unchanged sentences

offer and related conversion and merger transaction.

September 30, 2021, the U.S.

Securities and Exchange Commission (the “SEC”) declared effective our initial registration statement

on Form S-11, as amended (File No.

333-255424) (the “Primary Registration Statement”), registering a continuous primary offering

of up to $750,000,000 in our Class A units (our “Primary Offering”).

From the period of October 7, 2021, the date of the

first closing held in connection with our Primary Offering, through December 31, 2022, we issued 2,273,339 Class A units in our Primary

Offering, raising net offering proceeds of $226.0 million.

May 9, 2023, the SEC declared effective our follow-on registration statement on Form S-11, as amended (File No.

333-271262) (the “Follow-on

Registration Statement”), registering the offer and sale of up to an additional $750,000,000 of our Class A units on a continuous

“best efforts” basis by any method deemed to be an “at the market” offering pursuant to Rule 415(a)(4) under

the Securities Act of 1933, as amended (the “Securities Act”), including by offers and sales made directly to investors or

through one or more agents (our “Follow-on Offering” and, together with our Primary Offering, our “Public Offerings”).

connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC

(the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager.

Manager will enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling

group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units.

We will pay our Dealer Manager

commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A

unit sold in the Follow-on Offering.

In addition, our Follow-on Registration Statement constitutes a post-effective amendment to our

Primary Registration Statement, conforming our Primary Offering to our Follow-on Offering.

purchase price for Class A units in our Public Offerings is the lesser of (i) the current NAV of our Class A units, and (ii) the average

On May 9, 2023, the

SEC declared effective our follow-on registration statement on Form S-11, as amended (File No.

333-271262) (the “Follow-on Registration

Statement”), registering the offer and sale of up to $750,000,000 of our Class A units on a continuous “best efforts”

basis by any method deemed to be an “at the market” offering pursuant to Rule 415(a)(4) under the Securities Act of 1933,

as amended (the “Securities Act”), including by offers and sales made directly to investors or through one or more agents

(our “Follow-on Offering”).

connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity

LLC (the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager.

The Dealer Manager has and will continue to enter into participating dealer agreements and wholesale agreements with other

broker-dealers, referred to as “selling group members,” to authorize those broker-dealers to solicit offers to purchase

our Class A units.

We pay our Dealer Manager commissions of up to 0.25%, and the selling group members commissions ranging from

0.25% to 4.50%, of the principal amount of Class A unit sold in the Follow-on Offering.

purchase price for Class A units in our Follow-on Offering is the lesser of (i) the current NAV of our Class A units, and (ii) the average

of the high and low sale prices of our Class A units on the NYSE American during regular trading hours on the last trading day immediately

preceding the investment date on which the NYSE American was open for trading and trading in our Class A units occurred.

quarter, our Manager calculates our NAV and NAV per Class A unit as of the last day of the quarter (the

“Determination Date”).

Our NAV per Class A unit is equal to our NAV as of the Determination Date, divided by the number of Class A units outstanding on the Determination Date.

We disclose our determination of NAV and NAV per

Class A unit within approximately 60 days of the Determination Date.

Any adjustments to our NAV and the per Class A unit purchase price

take effect as of the first business day following its public announcement.

As of December 31, 2024, our NAV per Class A units was

calculates our NAV within approximately 60 days of the last day of each quarter, and any adjustments take effect as of the first business

day following its public announcement.

On March 4, 2026, we announced that our NAV as of December 31, 2025 was $116.17.

file a prospectus supplement with the SEC disclosing quarterly determinations of our NAV per Class A unit.

8 unchanged sentences

offering cash proceeds of $368.6 million.

following tables summarize certain information about the Public Offering proceeds and our use of proceeds, including direct or indirect

payments to our directors, officers, affiliates or to any person owning 10% or more of any class of our equity securities as of December

Offering proceeds

Class A units sold

Gross offering proceeds

$ 238,326,670

Selling commissions

costs (1) (2) (3)

Net offering proceeds

$ 236,580,414

Includes $0.3 million of reimbursements to an affiliate for

costs incurred on our behalf.

Direct or indirect payments of $1.4 million have been made

to others, including payments for legal, accounting, transfer agent, FINRA, and filing fees, as of December 31, 2024.

Includes all offering costs incurred by the Company in connection

with any offer and sale of securities by the Company.

Uses of net offering proceeds (in thousands)

Funding of loans receivable (1)

Purchases and development of real estate (2)

Working capital (3) (4)

Includes direct payment of $30.0 million to Norpointe, an affiliate

of our Chief Executive Officer.

See “ Part III, Item 13—Certain Relationships and Related Transactions,

and Director Independence—Our Affiliate Transactions—Our Transaction with Norpointe, LLC ” for additional details

regarding our transactions with Norpointe.

Includes direct or indirect payments of $10.0 million to directors,

officers and affiliates as of December 31, 2024 predominantly for insurance premiums and employee reimbursement expenditures (pursuant

primarily to our development management agreements).

See “ Part III, Item 13—Certain Relationships and

Related Transactions, and Director Independence—Our Affiliate Transactions ” for additional information regarding fees

incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates.

Includes direct or indirect payments of $9.4 million to directors,

officers and affiliates as of December 31, 2024 for management fees, insurance premiums and employee cost sharing expenses (pursuant

to our Management Agreement and Employee and Cost Sharing Agreement).

See “ Part III, Item 13—Certain Relationships

and Related Transactions, and Director Independence—Our Affiliate Transactions ” for additional information regarding

fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates.

Includes direct or indirect payments of $3.8 million to others,

including payments for legal, accounting, marketing, transfer agent and filing fees, as of December 31, 2024.

Sales of Equity Securities

of December 31, 2024, we have not sold any equity securities within the past three years that were not registered under the

Securities Act.

of December 31, 2025, we have not sold any equity securities within the past three years that were not registered under the Securities

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity