What changed in this filing

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Item 1. Business

2026-03-27 compared with 2025-03-31 · 56 added, 44 removed, 176 unchanged (36% of the section changed)

11 unchanged sentences

Our commercial properties are currently located in Colorado, North Dakota, California, Maryland and Texas.

Our commercial property tenant base is highly diversified and consists of approximately 157 individual commercial tenants with an average remaining lease term of approximately 3.2 years as of December 31, 2024.

Our commercial property tenant base is highly diversified and consists of approximately 131 individual commercial tenants, including month to month leases, with an average remaining lease term of approximately 3.0 years as of December 31, 2025.

As of December 31, 2025, one commercial tenant represented 6.90% of our annualized based rent, while our ten largest tenants represented approximately 37.69% of our annualized base rent.

Our Model Home Properties are leased back, on a triple-net basis, to homebuilders.

The Model Home Properties are held by five affiliated limited partnerships and one wholly-owned corporation, all of which we control.

As of December 31, 2024, our Model Home Properties are located in three states, Texas, Florida and Arizona.

Of our model home properties, approximately 69% of our model homes are leased to one homebuilder.

The Model Home Properties are held by three affiliated limited partnerships and one wholly-owned corporation, all of which we control.

As of December 31, 2025, our Model Home Properties are located in four states, Alabama, Texas, Tennessee, and Arizona.

For more information, see Part II - Item 7.

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We acquired 22 Model Home Properties and leased them back to the homebuilders under triple net leases during the year ended December 31, 2025.

The purchase price for these properties was $9.7 million.

The purchase price consisted of cash payments of $3.0 million and mortgage notes of $6.7 million.

The purchase price for these properties was approximately $9.4 million.

The purchase price consisted of cash payments of approximately $2.8 million and mortgage notes of approximately $6.6 million.

Acquisitions during the year ended December 31, 2024:

We acquired 19 Model Home Properties and leased them back to the homebuilders under triple net leases during the year ended December 31, 2024.

The purchase price for the properties was $21.9 million.

The purchase price consisted of cash payments of $6.6 million and mortgage notes of $15.3 million.

The purchase price for the properties was approximately $9.7 million.

The purchase price consisted of cash payments of approximately $3.0 million and mortgage notes of approximately $6.7 million.

We review our portfolio of investment properties for value appreciation potential on an ongoing basis, and dispose of any properties that no longer satisfy our requirements in this regard, taking into account tax and other considerations.

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During year ended December 31, 2025, we disposed of the following properties:

51 model homes for approximately $24.8 million and the Company recognized a gain of approximately $3.4 million.

20 model homes for approximately $9.8 million, net of sales costs, and the Company recognized a gain of approximately $1.0 million.

On February 6, 2025, the Company sold two commercial properties, Union Town Center and Research Parkway, to a single buyer for approximately $15.9 million, net of selling costs, and recognized a net gain of approximately $4.5 million net of closing costs.

Dispositions during the year ended December 31, 2024:

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Model Home Properties

Our Model Home Properties are located in

three states throughout the United States.

Our Model Home Properties are located in four states throughout the United States.

December 31, 2025, we owned

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Our Model Home business was started in March 2010 through the acquisition of certain assets and rights from Dubose Model Homes USA .

Our model home business (“ PPT Model Homes ”) is engaged in the business of acquiring model homes from third party homebuilders in sale-lease transactions whereby a homebuilder sells the Model Home to PPT Model Homes and leases back the Model Home under a triple net lease ( “ NNN ” ) for use in marketing its residential development.

We currently operate six limited partnerships in connection with PPT Model Homes:

Dubose Model Home Investors #202, LP (“ DMHI #202 ”), Dubose Model Home Investors #203, LP (“ DMHI #203 ”), Dubose Model Home Investors #204, LP (“ DMHI #204 ”), Dubose Model Home Investors #205, LP (“ DMHI #205 ”), Dubose Model Home Investors #206, LP (“ DMHI #206 ”), and Dubose Model Home Investors #207, LP (“ DMHI #207 ”).

Our model home business (“ PPT Model Homes ”) is engaged in the business of acquiring model homes from third party homebuilders in sale-leaseback transactions whereby a homebuilder sells the Model Home to PPT Model Homes and leases back the Model Home under a triple net lease ( “ NNN ” ) for use in marketing its residential development.

We currently operate four limited partnerships in connection with PPT Model Homes:

Dubose Model Home Investors #203, LP (“ DMHI #203 ”), Dubose Model Home Investors #204, LP (“ DMHI #204 ”), Dubose Model Home Investors #205, LP (“ DMHI #205 ”), and Dubose Model Home Investors #207, LP (“ DMHI #207 ”).

Previously, we operated six entities for the year ended December 31, 2024.

As of the same period ending 2025, two of our previous partnerships, Dubose Model Home Investors #202 LP (“ DMHI #202 ”) and Dubose Model Home Investors #206 LP (“ DMHI #206 ”), were dissolved following the sale of their assets.

The limited partnerships typically raise private equity to invest in Model Home Properties and lease them back to the homebuilders.

When the model homes' lease ends, these properties are sold to independent third parties as residential homes.

As of December 31, 2024 , the Company owned:

10.3% of DMHI #202, which raised $2.9 million, and was formed to raise up to $5.0 million through the sale of partnership units.

As of the filing of this report , the Company owned:

2.3% of DMHI #203, which raised $4.4 million, and was formed to raise up to $5.0 million through the sale of partnership units.

As of the filing of this report, this partnership sold its final home.

3.6% of DMHI #204, which raised $2.8 million, and was formed to raise up to $5.0 million through the sale of partnership units.

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This partnership continues to raise capital through the sale of additional limited partnership units.

3.5% of DMHI #207, which has raised $2.6 million, and was formed in 2023 to raise up to $5.0 million through the sale of partnership units.

This partnership continues to raise capital through the sale of additional limited partnership units.

100% of NetREIT Model Homes, Inc.

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and Dubose Advisors manages DMHI #202, DMHI #203, DMHI #204, DMHI #205, DMHI #206, and DMHI #207.

As of December 31, 2025, Dubose Model Home Investors #202, LP, Dubose Model Home Investors #203, LP and Dubose Model Home Investors #206, LP had no remaining assets.

Share Repurchase Program

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Therefore, returning capital to stockholders through a repurchase program is an attractive use of capital currently.

On September 15, 2022, the Board of Directors authorized a stock repurchase program of up to $6.0 million of outstanding shares of our Series A Common Stock and up to $4.0 million of our Series D Preferred Stock, which expired in September 2023.

In November 2023, the Board of Directors authorized a stock repurchase program of up to $6.0 million of outstanding shares of our Series A Common Stock and up to $4.0 million of our Series D Preferred Stock which expired in November 2024.

During the year ended December 31, 2023, the Company repurchased 23,041 shares of our Series D Preferred Stock at an average price of approximately $16.06 per share, including a commission of $0.035 per share, and no shares of our Series A Common Stock, for a total cost of $0.4 million for the Series D Preferred Stock.

In December 2024, the Board of Directors authorized a stock repurchase program of up to $6.0 million of outstanding shares of our Series A Common Stock and up to $4.0 million of our Series D Preferred Stock, which shall expire in December 2025.

During the year ended December 31, 2024, we repurchased 190,640 shares of our Series A Common Stock, for a total cost of $140,416, with an average price of approximately $1.10 per share, including a commission of $0.025 per share.

During the year ended December 31, 2025, we repurchased 16,080 shares of our Series A Common Stock, with an average price of $4.79 per share, including a commission of $0.025 per share, for a total cost of $77,092 for the Series A Common Stock.

This does not include the shares repurchased in the fixed price self-tender offer (the "Tender Offer") during April-May 2025 as noted below.

During the year ended December 31, 2025, the Company repurchased 23,346 shares of our Series D Preferred Stock at an average price of approximately $14.76 per share, including a commission of $0.035 per share, for a total cost of $344,503 for the Series D Preferred Stock.

Any repurchased shares are treated as authorized and unissued in accordance with Maryland law and shown as a reduction of stockholders’ equity at cost.

Sponsorship of Special Purpose Acquisition Company

The Company served as the sponsor of Murphy Canyon Acquisition Corp., a former special purpose acquisition company ("Murphy Canyon" or the “SPAC”), since the SPAC’s creation in October 2021 until its initial business combination in September 2023.

Certain officers and directors of the Company also served as officers and directors of the SPAC during this period.

On September 22, 2023, Murphy Canyon completed its business combination with Conduit Pharmaceuticals Limited (“Conduit Pharma”) and changed its name to Conduit Pharmaceuticals Inc.

Immediately prior to the business combination, the Company owned approximately 65% of the SPAC’s outstanding shares of common stock.

Upon consummation of the business combination, the SPAC’s shares of Class B common stock were converted into shares of its Class A common stock and the shares of Class A common stock were then reclassified as a single class of Conduit common stock.

As a result of the business combination, the Company was issued (i) 3,306,250 shares of Conduit’s common stock due to the conversion of the shares of the SPAC’s Class B common stock into shares of the SPAC’s Class A common stock and then reclassification into shares of Conduit common stock, (ii) 754,000 shares of Conduit common stock, which prior to the business combination were shares of the SPAC’s Class A common stock and (iii) private warrants to purchase 754,000 shares of Conduit common stock, which prior to the business combination were warrants to purchase 754,000 shares of the SPAC’s Class A common stock.

Also in the business combination, shareholders and debtholders of Conduit Pharma were issued 65,000,000 shares of Conduit common stock.

Immediately following the consummation of the business combination, the Company transferred 45,000 shares of Conduit common stock and warrants to purchase 45,000 shares of Conduit common stock to the SPAC’s independent directors as compensation for their services.

As a result, the Company owned approximately 6.5% of Conduit’s common stock immediately following the business combination and currently own less than 1% of Conduit’s common stock.

In connection with the business combination, the Company’s officers and directors who also served as officers and directors of the SPAC resigned from the SPAC, with the exception of the Company’s former Chief Financial Officer who resigned from the Company.

On April 8, 2025, we commenced the Tender Offer, a fixed price self-tender offer to purchase for cash all odd lots plus up to 200,000 shares of the Company’s Series A common stock, par value $0.01 per share, properly tendered and not properly withdrawn prior to the expiration date, subject to the Company’s ability to increase the number of shares accepted for payment in the Tender Offer by up to 2% of the Company’s outstanding common stock (resulting in an increase of up to approximately 28,308 shares) without amending or extending the Tender Offer in accordance with rules promulgated by the SEC, at $6.80 per share, net to the seller in cash, less any applicable withholding taxes and without interest.

The Tender Offer expired at 11:59 pm, New York City time, on May 5, 2025.

Based on the final count by the depositary for the Tender Offer, 214,412 shares of Series A common stock were validly and successfully tendered and not properly withdrawn, including tenders of shares for which the tender was defective but for which the Company waived such defects.

Pursuant to the terms of the Tender Offer, the Company accepted for purchase 214,412 shares of Series A common stock, including 1,209 odd lot shares.

Total cash required to complete the Tender Offer was approximately $1,458,000, excluding fees and expenses related to the Tender Offer.

We believe that the Tender Offer provided an efficient mechanism to provide our stockholders who desired immediate liquidity with the opportunity to tender shares at a favorable price relative to the current market price and without incurring broker’s fees associated with most secondary market sales, while also providing a benefit to those stockholders who did not participate, as such stockholders automatically increased their relative percentage ownership interest in the Company and our future operations, including any liquidity events that we may have in the future.

Another purpose of the Tender Offer was to reduce the number of our issued and outstanding shares and to reduce or eliminate all of our odd lots.

Overall, we believe that the Tender Offer was a prudent use of our financial resources given our business profile, capital structure, assets and liabilities.

Warrant Dividend

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The Series A Warrants give the holder the right to purchase one share of Series A Common Stock at $7.00 per share, for a period of five years.

Should warrant holders not exercise the Series A Warrants during that holding period, the Series A Warrants will automatically convert to 1/10 of a share of Series A Common Stock at expiration, rounded down to the nearest number of whole shares.

Should warrant holders not exercise the Series A Warrants during that holding period, the Series A Warrants will automatically convert to 1/100th of a share of Series A Common Stock at expiration, rounded down to the nearest number of whole shares.

Reverse Stock Split

Effective on May 19, 2025, the Company amended its charter by filing Articles of Amendment with the State Department of Assessments and Taxation of Maryland in order to effect a 1-for-10 reverse stock split of its outstanding shares of common stock (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, every 10 shares of the Company’s common stock issued or outstanding were automatically reclassified into one new share of common stock, par value $0.10 per share, subject to the treatment of fractional shares as described below, without any action on the part of the holders.

All historical share and per-share amounts reflected throughout the accompanying consolidated financial statements and other financial information in this Annual Report on Form 10-K have been retroactively adjusted to reflect the 2025 Reverse Stock Split as if the split occurred as of the earliest period presented.

The Reverse Stock Split did not affect the number of authorized shares of common stock.

No fractional shares were issued in connection with the Reverse Stock Split.

Stockholders who would otherwise have been entitled to receive fractional shares as a result of the Reverse Stock Split were rounded up to the nearest whole share.

All equity awards and warrants outstanding immediately prior to the Reverse Stock Split were proportionately adjusted to reflect the Reverse Stock Split.

Effective immediately after the Reverse Stock Split, the Company decreased the par value of the shares of Series A Common Stock from $0.10 per share back to $0.01 per share.

Preferred Stock Series D

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The Series D Preferred Stock has no stated maturity, will not be subject to any sinking fund or other mandatory redemption, and will not be convertible into or exchangeable for any of our other securities.

As of January 28, 2026, the Board of Directors has suspended the Company’s monthly dividend on its Series D Preferred Stock commencing with the January 2026 monthly dividend that would have been paid on February 15, 2026.

In accordance with the terms of the Series D Preferred Stock, the unpaid monthly dividends will continue to accrue at $0.19531 per share each month.

No interest, or sum of money in lieu of interest, is payable in respect of any dividend payments on the Series D Preferred Stock that are in arrears.

The Board and the Company intend to reassess, on a quarterly basis, when accrued dividends on the Series D Preferred Stock may be paid and when the monthly dividend payments can be reinstated.

Use of Leverage

1 unchanged sentence

Typically, these loans are for terms ranging from five to ten years.

Currently, seven of our 12 of our commercial mortgage loans are structured as non-recourse to us with limited exceptions that would cause a recourse event only upon occurrence of certain fraud, misconduct, environmental, or bankruptcy events.

Currently, seven of our nine commercial mortgage loans are structured as non-recourse to us with limited exceptions that would cause a recourse event only upon occurrence of certain fraud, misconduct, environmental, or bankruptcy events.

Non-recourse financing limits our exposure to the amount of equity invested in each property pledged as collateral thereby protecting the equity in our other assets.

5 unchanged sentences

As of December 31, 2025, none of our mortgage loans included variable interest rate provisions.

In 2025, we have $8.3 million of principal payments on mortgage notes payable related to the Model Home Properties, including $7.7 million payments related to mortgage notes payable that mature in 2025.

In 2026, we have $4.5 million of principal payments on mortgage notes payable related to the Model Home Properties, including approximately $3.9 million payments related to mortgage notes payable that mature in 2026.

We plan to refinance a significant portion of the mortgage notes payable or sell the model home properties to repay the mortgage notes payable.

We have $30.5 million of principal payments on mortgage notes payable relating to commercial properties in 2025, four of which are maturing in 2025.

We have $25.5 million of principal payments due on mortgage notes payable relating to commercial properties in 2026, one of which is maturing in 2026.

The loans for Union Town Center ("UTC") and Research Parkway were paid in full, when the properties were sold in February 2025.

The loan on Dakota Center matured in July 2024 and management has been working with the lender and their special servicer of the loan to sell the property and settle the debt.

The lender has agreed to the Company selling the property on the open market with the use of a broker.

We have also begun the process to refinance the remaining two loans.

If we are unsuccessful in refinancing the property or changing the terms of the original loan, management would consider selling the property and paying the loan in full or surrendering the property to the current lender.

The non-recourse loan on the Dakota Center property matured on July 6, 2024.

During December 2024, the lender agreed to the broker the Company would use to sell the property to settle the non-recourse debt.

As of December 31, 2025, the property was included in the real estate assets held for sale, net on the consolidated balance sheet and was subsequently sold in January of 2026.

Subsequent to the year ended December 31, 2025, after initially attempting to refinance our Shea Center II loan, we received notice that our failure to repay the full balance of the $17,727,500 loan on the property prior to January 5, 2026 had triggered a default event according to the terms defined in the Loan Documents (as defined below).

The Company has received notification that the Shea Center II property governed by this agreement will be moved into receivership, which will fulfill its obligation for this non-recourse loan.

Our short-term liquidity needs include satisfying the debt service requirements of our existing mortgages.

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PROPERTY MANAGEMENT

The Company, through its wholly owned subsidiary, NTR Property Management, Inc., is the primary property manager for all of its properties.

The Company, through its wholly owned subsidiary, NTR Property Management, Inc., is the primary property manager for all of its properties, with the exception of Shea Center II, which is currently managed by its receiver as of March 2026.

The Company subcontracts with third party property management companies in California and North Dakota to render on-site management services, and internally manages our properties in Colorado, Maryland, and Texas.

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Heilbron has overall responsibility for the day-to-day activities of the Company.

Bentzen oversees financial matters, including financi al reporting, budgeting, forecasting, funding activities, tax and insurance.

Bentzen oversees financial matters, including financial reporting, budgeting, forecasting, funding activities, tax and insurance.

Hightower is responsible for managing the day-to-day activities of Dubose Advisors, NetREIT Advisors and the model homes division.

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Among other things, our Board of Directors must approve each real property acquisition our Management proposes.

As of December 31, 2024, there were seven directors comprising our Board of Directors, five of whom are independent directors (“Independent Directors”).

As of December 31, 2025, there were six directors comprising our Board of Directors, four of whom are independent directors (“Independent Directors”).

Two of our directors, Mr.

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As a REIT, we are generally not subject to federal income tax on income that we distribute to our stockholders.

If we fail to qualify for taxation as a REIT in any year, our income will be taxed at regular corporate rates, and we may be precluded from qualifying for treatment as a REIT for the four-year period following our failure to qualif y.

Even though we qualify as a REIT for federal income tax purposes, we may still be subject to state and local taxes on our income and property and to federal income and excise taxes on our undistributed income.

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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 1. Business