# Medalist Diversified, Inc.: Form 10-Q for the period ended Mar 31, 2026

- Company: [Medalist Diversified, Inc.](/companies/mdrr.md) (CIK 1654595)
- Form: 10-Q
- Filed: 2026-05-13
- Accepted by EDGAR: May 13, 2026, 16:11 ET
- Period: 2026-03-31
- Accession: 0001104659-26-060239
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1654595/000110465926060239/mdrr-20260331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1654595/000110465926060239/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-01-01 to 2026-03-31 | $2.2m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Operating income | 3 months, 2026-01-01 to 2026-03-31 | $12.3m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2026-01-01 to 2026-03-31 | $456.1k | us-gaap:InterestExpense |
| Income tax | 3 months, 2026-01-01 to 2026-03-31 | −$2.1m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | $9.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-01-01 to 2026-03-31 | $4.85 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | $7.01 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-01-01 to 2026-03-31 | 1,848,135 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | −$508.4k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2026-03-31 | $8.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2026-03-31 | $68.9m | us-gaap:Assets |
| Total liabilities | at 2026-03-31 | $29.0m | us-gaap:Liabilities |
| Long-term debt | at 2026-03-31 | $26.7m | us-gaap:LongTermDebt |
| Shareholders' equity | at 2026-03-31 | $22.3m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 59,634 characters.

*The following discussion and analysis is based on, and should be read in conjunction with, the condensed consolidated financial statements and the related notes thereto of Medalist Diversified, Inc. contained in this Quarterly Report.*

*This following discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with those statements. Our actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors.*

### CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The U.S. Private Securities Litigation Reform Act of 1995 (the “1995 Act”) provides a “safe harbor” for forward-looking statements. This Quarterly Report contains “forward-looking statements” that we intend to be covered by the safe harbor provisions of the 1995 Act. We have used the words “approximately,” “anticipate,” “assume,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” and similar terms and phrases, including references to strategy, plans or intentions, to identify forward-looking statements in this Quarterly Report.

The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. 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. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:

- the competitive environment in which we operate;
- local, regional, national and international economic and geopolitical conditions;
- our ability to pivot our investment strategy and reposition our portfolio;
- capital expenditures;
- the availability, terms and deployment of capital;
- financing risks;
- inflation;
- the general level of interest rates;
- changes in our business or strategy;
- fluctuations in interest rates and increased operating costs;
- our incurrence of impairment charges;
- the degree and nature of our competition;
- our dependence upon our key personnel;
- defaults on or non-renewal of leases by tenants;
- decreased rental rates or increased vacancy rates;
- our ability to make distributions on shares of our common stock;
- difficulties in identifying properties to acquire and completing acquisitions;
- our ability to operate as a public company;
- potential natural disasters such as hurricanes;
- the impact of epidemics, pandemics, or other outbreaks of illness, disease or virus;
- whether revoking our real estate investment trust, or REIT, election, effective January 1, 2026, and our revised strategy can be implemented in a manner that provides the expected benefits;
- our ability to have met and maintained our qualification as a REIT for U.S. federal income tax purposes for the years we elected REIT status;
- our ability to maintain an active trading market for our common stock on The Nasdaq Capital Market (“Nasdaq”) and maintain continued listing on Nasdaq and the likelihood that a delisting of our common stock from Nasdaq could result in significantly lower trading volumes and reduced liquidity for investors seeking to buy or sell our common stock;
- potential changes in the law or governmental regulations that affect us and interpretations of those laws and regulations, including changes in real estate and zoning or tax laws, and potential increases in real property tax rates;
- potential disruption to or compromise of our information technology networks or data, or those of third parties upon which we rely; and
- related industry developments, including trends affecting our business, financial condition and results of operations.

The forward-looking statements contained in this Quarterly Report are based on historical performance and management’s current plans, estimates and expectations in light of information currently available to us and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to the factors, risks and uncertainties described above, changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this Quarterly Report speaks only as of the date of this Quarterly Report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

### Overview

#### Company

Medalist Diversified, Inc. is a Maryland corporation formed on September 28, 2015. Beginning with the taxable year ended December 31, 2017, we elected to be taxed as a REIT for federal income tax purposes. Effective on January 1, 2026, we terminated our election to be taxed as a REIT. Medalist Diversified, Inc. serves as the general partner of Medalist Diversified Holdings, LP which was formed as a Delaware limited partnership on September 29, 2015.

Our current primary focus is to implement the strategic repositioning initiated during 2025. Effective January 1, 2026, we revoked our REIT status and are transitioning our primary focus to build the DST Program to generate fee income and increase assets under management. We will continue to evaluate direct and indirect real estate investments (i) for our general portfolio and (ii) that support the DST Program, including opportunities within our existing portfolio, including selective disposition of properties from our portfolio to generate capital for the DST Program and other potential acquisitions.

Our efforts to scale the DST Program will be focused on identifying real estate investments suitable for DST vehicles that offer competitive, risk-adjusted returns, with a focus on net lease assets with nationally recognized tenants or those with investment grade credit ratings, in larger metropolitan areas experiencing high levels of growth in the southeast, mountain states, and California. Industry focuses will include, but not be limited to, retail, medical, and single tenant industrial and warehouse uses.

We may also pursue, in an opportunistic manner, other real estate and non-real estate-related investments, including, among other things, equity or other ownership interests in entities that are the direct or indirect owners of real property, indirect investments in real property, such as those that may be obtained in a joint venture, and ownership of crypto assets, other equity investments, including marketable securities, short-duration U.S. treasuries, and other investment-grade marketable securities. While these types of investments are not intended to be a primary focus, we may make such investments at the discretion of the Board.

As of March 31, 2026, our portfolio consisted of the following properties:

| ​ Name | ​ ​ ​ ​ | ​ Occupancy | ​ ​ ​ ​ | ​ Location | ​ ​ ​ ​ | ​ SQ FT | ​ ​ | ​ Date Acquired |
| --- | --- | ---: | --- | --- | --- | ---: | --- | --- |
| Ashley Plaza Property | ​ | 99.0% | ​ | Goldsboro, North Carolina | ​ | 156,012 | ​ | August 30, 2019 |
| Lancer Center Property | ​ | 79.1% | ​ | Lancaster, South Carolina | ​ | 181,590 | ​ | May 14, 2021 |
| Brookfield Center Property | ​ | 100.0% | ​ | Greenville, South Carolina | ​ | 64,882 | ​ | October 3, 2019 |
| Citibank Property | ​ | 100.0% | ​ | Chicago, Illinois | ​ | 4,350 | ​ | March 28, 2024 |
| East Coast Wings Property | ​ | 100.0% | ​ | Goldsboro, North Carolina | ​ | 5,000 | ​ | August 30, 2019 |
| T-Mobile Property | ​ | 100.0% | ​ | Goldsboro, North Carolina | ​ | 3,000 | ​ | August 30, 2019 |
| Tesla Pensacola (1) | ​ | 100.0% | ​ | Pensacola, Florida | ​ | 45,461 | ​ | July 18, 2025 |
| **Total Portfolio** | **​** | **91.4%** | **​** | **​** | **​** | **460,295** | ​ | ​ |

(1) As of March 31, 2026, we held 73.6% of the beneficial ownership interests in XXV DST, which owns the Tesla Pensacola Property, and non-affiliated owners held the remaining 26.4% of the beneficial ownership interests in XXV DST.

As of March 31, 2026, we also owned two undeveloped parcels which are currently being marketed for sale or lease, including (i) an outparcel at our Lancer Center Property consisting of approximately 1.80 acres (the “Lancer Outparcel”), (the exact size of the Lancer Outparcel will not be determined until a user is identified), and (ii) the Hanover Square Outparcel consisting of 0.86 acres located in Mechanicsville, Virginia.

As of March 31, 2026, the Tesla Pensacola Property was classified as assets held for sale on our condensed consolidated balance sheet. As of March 31, 2026, we held 73.6% of the beneficial ownership interests in XXV DST, which owns the Tesla Pensacola Property, and non-affiliated owners held the remaining 26.4% of the beneficial ownership interests in XXV DST.

### Reporting Segments

Prior to January 1, 2026, we aggregated individual properties into retail, flex and STNL operating segments. Effective on January 1, 2026, following our strategic repositioning and increased focus on DST sponsorship activities, our CODM began evaluating the Company’s real estate portfolio on a combined basis as a single, “Investment Properties” segment. Additionally, as of January 1, 2026, we established a second operating segment for our DST sponsorship activities. These two segments align with how our CODM evaluates performance and allocates resources.

### Recent Highlights

#### Sales of Investment Properties

On February 13, 2026, we sold the Greenbrier Business Center Property to an unrelated third party for a sale price of $11,000,000 and used $7,000,000 from the proceeds to repay a portion of the Wells Fargo Mortgage Facility. The sale of the Greenbrier Business Center Property resulted in a gain on disposal of investment properties of $4,228,612 reported on our condensed consolidated statement of operations for the three months ended March 31, 2026.

On February 27, 2026, we sold the Parkway Property to an unrelated third party for a sale price of $7,825,000 and used $4,735,614 from the proceeds to repay the Parkway Mortgage. The sale of the Parkway Property resulted in a gain on disposal of investment properties of $1,040,870 reported on our condensed consolidated statement of operations for the three months ended March 31, 2026.

On March 30, 2026, we sold the Franklin Square Property to an unrelated third party for a sale price of $24,100,000 and used $12,954,175 from the proceeds to repay the Franklin Square Mortgage. The sale of the Franklin Square Property resulted in a gain on disposal of investment properties of $7,580,745 reported on our condensed consolidated statement of operations for the three months ended March 31, 2026.

### Financing Activities

#### Mortgages Payable

We have historically financed acquisitions of our investment properties through mortgages. The following table is presented as of March 31, 2026.

*(unaudited)*

| ​ ​ ​ Property | ​ ​ ​ ​ ​ ​ | ​ ​ ​ Monthly Payment | ​ ​ ​ ​ ​ ​ | ​ ​ Interest Rate | ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ Maturity | ​ ​ ​ ​ ​ ​ | ​ ​ ​ March 31, 2026 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ December 31, 2025 | ​ ​ ​ ​ |
| --- | --- | --- | --- | --- | ---: | --- | --- | ---: | --- | ---: | --- |
| Franklin Square (a) |  | $61,800 |  | ​ | 3.81% | December 2031 | ​ | $— | ​ | $13,015,840 | ​ |
| Ashley Plaza (b) | ​ | ​ 52,795 |  | ​ | 3.75% | September 2029 | ​ | 10,157,546 | ​ | 10,220,312 | ​ |
| Brookfield Center (c) | ​ | ​ 22,876 |  | ​ | 3.90% | November 2029 | ​ | 4,351,077 | ​ | 4,377,112 | ​ |
| Wells Fargo Mortgage Facility (Lancer Center) (d) | ​ | ​ 30,000 | ​ | ​ | 4.50% | June 2027 | ​ | ​ 4,798,477 | ​ | ​ 5,502,446 | ​ |
| **Total mortgages payable** | **​** | **​** **​** | **​** | **​** | **​** **​** | **​** | **​** | **$19,307,100** | **​** | **$33,115,710** | ​ |

Amounts presented do not reflect unamortized loan issuance costs.

(a) The mortgage loan for the Franklin Square Property in the original principal amount of $13,250,000 had a ten-year term and a maturity date of December 6, 2031. The mortgage loan bore interest at a fixed rate of 3.808% and was interest only until January 6, 2025, at which time the monthly payment became $61,800, which includes interest and principal based on a thirty-year amortization schedule. The mortgage loan included covenants for us to maintain a net worth of $13,250,000, excluding the assets and liabilities associated with the Franklin Square Property and for us to maintain liquid assets of no less than $1,000,000. We repaid the mortgage loan in March 2026, and as of December 31, 2025 we believe that were compliant with these covenants.

(b) The mortgage loan for the Ashley Plaza Property bears interest at a fixed rate of 3.75% and was interest only for the first twelve months. Beginning on October 1, 2020, the monthly payment became $52,795 for the remaining term of the loan, which includes interest at the fixed rate, and principal, based on a thirty-year amortization schedule. The mortgage loan include covenants for the Company to maintain a net worth of $11,400,000, excluding the liabilities associated with the mortgage loan for the Ashley Plaza Property, and for the Company to maintain liquid assets of no less than $1,140,000. As of March 31, 2026 and December 31, 2025, we believe that we are compliant with these covenants.

(c) The mortgage loan for the Brookfield Property bears interest at a fixed rate of 3.90% and was interest only for the first twelve months. Beginning on November 1, 2020, the monthly payment became $22,876 for the remaining term of the loan, which includes interest at the fixed rate, and principal, based on a thirty-year amortization schedule. The mortgage loan includes covenants for the Company to maintain a net worth of $4,850,000, excluding the liabilities associated with the mortgage loan for the Brookfield Property, and for the Company to maintain liquid assets of no less than $485,000. As of March 31, 2026 and December 31, 2025, we believe that we are compliant with these covenants.

(d) On June 13, 2022, we entered into a mortgage loan facility with Wells Fargo Bank (the “Wells Fargo Mortgage Facility”) in the principal amount of $18,609,500. The proceeds of this mortgage were used to finance the acquisition of the Salisbury Marketplace Property and to refinance the mortgages payable on the Lancer Center Property and the Greenbrier Business Center Property (the “Secured Properties”). The Wells Fargo Mortgage Facility bears interest at a fixed rate of 4.50% for a five-year term. The monthly payment was $103,438. Our Operating Partnership has provided an unconditional guaranty of the payment of and performance under the terms of the Wells Fargo Mortgage Facility. The Wells Fargo Mortgage Facility credit agreement includes covenants to maintain a debt service coverage ratio of not less than 1.50 to 1.00 on an annual basis and a combined minimum debt yield of 9.5% on the Secured Properties. As of March 31, 2026 and December 31, 2025, we believe that we are compliant with these covenants.

On October 23, 2025 and February 13, 2026, respectively, we sold the Salisbury Marketplace and Greenbrier Business Center Properties, respectively and used $5,145,479 and $7,000,000, respectfully, of the net proceeds of the sales to reduce the principal balance of the Wells Fargo Mortgage Facility in exchange for Wells Fargo releasing its security interest in the respective properties. As of December 31, 2025 the portion of the Wells Fargo Mortgage Facility allocated to the Greenbrier Business Center Property was included in mortgages payable, net, associated with assets held for sale on our condensed consolidated balance sheet. As of March 31, 2026, the monthly payment is $30,000 and the remaining outstanding balance of the Wells Fargo Mortgage Facility is secured by the Lancer Center Property.

We financed acquisitions of our assets held for sale through mortgages, which as of March 31, 2026, are recorded as mortgages payable, net, associated with assets held for sale, on our consolidated balance sheets, as follows:

*(unaudited)*

| ​ ​ ​ Property | ​ ​ ​ ​ | ​ ​ ​ ​ Monthly Payment | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ Interest Rate | ​ ​ ​ ​ | ​ ​ ​ Maturity | ​ ​ ​ ​ ​ ​ | ​ ​ ​ March 31, ​ 2026 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ December 31, 2025 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Parkway Property (a) | ​ | $37,310 |  | Variable | ​ | November 2031 | ​ | ​ — | ​ | ​ 4,683,797 |
| Wells Fargo Mortgage Facility (Greenbrier Business Center) (see note (d), above) | ​ | ​ 46,561 | ​ | 4.50% | ​ | June 2027 | ​ | ​ — | ​ | ​ 6,356,947 |
| Tesla DST Mortgage (b) | ​ | ​ Interest only | ​ | Variable | ​ | November 2030 | ​ | ​ 7,505,754 | ​ | ​ 7,505,754 |
| **Total mortgages payable, net, associated with assets held for sale** | **​** | **​** **​** | **​** | **​** | ​ | ​ | **​** | **$7,505,754** | **​** | **$18,546,498** |

(a) The interest rate for the mortgage loan for the Parkway Property was based on Term SOFR, with a margin of 236.44 basis points. Under the terms of the mortgage, the interest rate payable each month shall not change by greater than 1% during any six-month period and 2% during any 12-month period. As of December 31, 2025 the rate in effect for the Parkway Property mortgage was 6.24%. The monthly payment, which varies based on the interest rate in effect each month, included interest at the variable rate, and principal based on a thirty-year amortization schedule. The mortgage loan for the Parkway Property included a covenant to maintain a debt service coverage ratio of not less than 1.30 to 1.00 on an annual basis. We repaid the mortgage loan in February, 2026 and as of December 31, 2025, we believe that we were compliant with these covenants.

(b) On November 7, 2025, our subsidiary, MDRR XXV DST 1, entered into a mortgage loan with Pinnacle Bank (the “Tesla DST Mortgage”). The Tesla DST Mortgage has a five year term, is interest only and bears interest at a variable rate based on Term SOFR plus 2.5%. As of March 31, 2026 and December 31, 2025, Term SOFR was 3.66% and 3.69%, respectively. The Tesla DST Mortgage is non-recourse to us, except for fraud, intentional misrepresentation, gross negligence, physical waste and other similar acts or omissions. Under the terms of the Tesla DST Mortgage, the failure of the borrower to maintain a minimum debt service coverage ration (“DSCR”) of 1.25 constitutes a “trigger event” under which borrower would be required to establish a cash management account to which all rents and profits would be deposited and remain under the control of the lender until the trigger event is terminated. The Tesla Pensacola Property’s DSCR will be tested on a trailing 12 month basis starting on the first anniversary of the issuance of the Tesla DST Mortgage. However, as of March 31, 2026 and December 31, 2025, we believe that we are compliant with the DSCR requirement.

### Summary of Critical Accounting Policies

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to use judgment in the application of accounting policies, including making estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, or different assumptions were made, it is possible that different accounting policies would have been applied, resulting in different financial results or a different presentation of our financial statements. Below is a discussion of the accounting policies that we consider critical to an understanding of our financial condition and operating results that may require complex or significant judgment in their application or require estimates about matters which are inherently uncertain. A discussion of our significant accounting policies, including further discussion of the accounting policies described below, can be found in Note 2, “Summary of Significant Accounting Policies,” of our Condensed Consolidated Financial Statements. We believe that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.

#### Revenue Recognition

Principal components of our total revenues for our investment property revenues include base rents and tenant reimbursements. We accrue minimum (base) rent on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset or deferred rent liability being recorded on the balance sheet. Certain lease agreements contain provisions that grant additional rents based on tenants’ sales volumes (contingent or percentage rent) which we recognize when the tenants achieve the specified targets as defined in their lease agreements. We periodically review the valuation of the asset/liability resulting from the straight-line accounting treatment of our leases in light of any changes in lease terms, financial condition or other factors concerning our tenants.

#### Rents and Other Tenant Receivables

We record a tenant receivable for amounts due from tenants such as base rents, tenant reimbursements and other charges allowed under the lease terms. We periodically review tenant receivables for collectability and determine the need for an allowance for the uncollectible portion of accrued rents and other accounts receivable based upon customer creditworthiness (including expected recovery of a claim with respect to any tenants in bankruptcy), historical bad debt levels and current economic trends. We consider a receivable past due once it becomes delinquent per the terms of the lease. A past due receivable triggers certain events such as notices, fees and other actions per the lease.

#### Acquisition of Investments in Real Estate

The adoption of Accounting Standards Update (“ASU”) 2017-01, *Business Combinations (Topic 805)*, as discussed in Note 2, “Summary of Significant Accounting Policies” of the condensed consolidated financial statements included in this report, has impacted our accounting framework for the acquisition of investment properties. Upon acquisition of investment properties, we estimate the fair value of acquired tangible assets (consisting of land, buildings and improvements, and furniture, fixtures and equipment) and identified intangible assets and liabilities, including in-place leases, above- and below-market leases, tenant relationships and assumed debt based on evaluation of information and estimates available at that date. Fair values for these assets are not directly observable and estimates are based on comparable market data and other information which is subjective in nature, including estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information.

#### Impairment of Long-Lived Assets

We periodically review investment properties for impairment on a property-by-property basis to identify any events or changes in circumstances that indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, declines in the property’s cash flows, occupancy and fair market value. If any such events or changes in circumstances are identified, we perform a formal impairment analysis. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization, is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over its estimated fair value. We estimate fair value using data such as operating income, estimated capitalization rates or multiples, leasing prospects and local market information. We also review our intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of our intangible assets may not be recoverable, but at least annually.

#### Income Taxes

Beginning with our taxable year ended December 31, 2017, and ending on December 31, 2025, we elected to be taxed as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification. In order to maintain REIT status, the regulations require a REIT to distribute at least 90% of its taxable income to stockholders and meet certain other asset and income tests, as well as other requirements. We believe that we operated in a manner that met these requirements during those taxable years.

Effective on January 1, 2026, we terminated our election to be taxed as a REIT and will be subject to tax at regular corporate rates. We may not re-elect to be taxed as a REIT for five years.

We use the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more-likely-than-not that all or a portion of the deferred tax asset will not be realized.

Management uses a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return, as well as guidance on derecognition, classification, interest and penalties and financial statement reporting disclosures. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. We recognize interest and penalties accrued on any unrecognized tax exposures as a component of income tax expense.

#### Evaluation of Our Ability to Continue as a Going Concern

Under the accounting guidance related to the presentation of financial statements, we are required to evaluate, on a quarterly basis, whether or not our current financial condition, including our sources of liquidity at the date that the condensed consolidated financial statements are issued, will enable us to meet our obligations as they come due arising within one year of the date of the issuance of our condensed consolidated financial statements and to make a determination as to whether or not it is probable, under the application of this accounting guidance, that we will be able to continue as a going concern. Our condensed consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In applying applicable accounting guidance, management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due over the next twelve months, as well as our recurring business operating expenses.

We have concluded that it is probable that we will be able to meet our obligations arising within one year of the date of issuance of these condensed consolidated financial statements within the parameters set forth in the accounting guidance. For additional information regarding our liquidity, see Note 5 – Loans Payable and Note 9 – Commitments and Contingencies in the notes to our condensed consolidated financial statements.

### Liquidity and Capital Resources

Our business model is intended to drive growth through acquisitions and increasing assets under management. Our primary liquidity needs are funding for (1) operations, including operating expenses, corporate and administrative costs, payment of principal of, and interest on, outstanding indebtedness, and escrow and reserve payments associated with long-term debt financing for our properties; (2) investing needs, including property acquisitions and recurring capital expenditures; and (3) financing needs, including cash dividends and debt repayments.

Internal liquidity to fund operating needs is expected to be provided primarily by the rental receipts from our investment properties.

### Cash Flows

At March 31, 2026, our consolidated cash and restricted cash on hand totaled $9,435,265 compared to consolidated cash on hand of $4,134,070 at December 31, 2025. Cash from operating activities, investing activities and financing activities for the three months ended March 31, 2026 are as follows:

#### Operating Activities

During the three months ended March 31, 2026, our cash used in operating activities was $508,353 compared to cash provided by operating activities of $459,972 for the three months ended March 31, 2025, a decrease in cash provided by operating activities of $968,325.

Cash flows from operating activities has two components. The first component consists of net operating (loss) income adjusted for non-cash operating activities. During the three months ended March 31, 2026, operating activities adjusted for non-cash items resulted in net cash provided by operating activities of $318,580. During the three months ended March 31, 2025, operating activities adjusted for non-cash items resulted in net cash provided by operating activities of $389,549. The decrease of $708,129 in cash flows from operating activities for the three months ended March 31, 2026 was primarily from reduced lease termination fees, increased income tax expense, and an increase in DST sponsorship program expenses.

The second component consists of changes in assets and liabilities. Increases in assets and decreases in liabilities result in cash used in operations. Decreases in assets and increases in liabilities result in cash provided by operations. During the three months ended March 31, 2026, net changes in asset and liability accounts resulted in $189,773 in cash used in operations. During the three months ended March 31, 2025, net changes in asset and liability accounts resulted in $70,423 in cash provided by operations. This increase of $260,196 in cash used in operations resulting from changes in assets and liabilities is a result of decreased changes in rent and other receivables, net, of $15,789, decreased changes in other assets of $301,593, and increased changes in accounts payable and accrued liabilities of $30,413, all of which are uses of cash, offset by decreased changes in unbilled rent of $26,773, which provided cash.

The total of (i) the $708,129 decrease in cash flows from operations from the first category and (ii) the $260,196 decrease in cash provided by operations from the second category results in a total decrease of cash provided by operations of $968,325 for the three months ended March 31, 2026.

Management believes that separately evaluating these two components of our cash provided by operating activities provides management with additional insight into this GAAP measure. Management believes that separating changes in assets and liabilities, the second component, from net operating (loss) income adjusted for non-cash operating activities, the first component, is a meaningful measure of our operating performance, along with adjusted net operating income, presented below.

#### Investing Activities

During the three months ended March 31, 2026, our cash provided by investing activities was $4,653,138, compared to cash used in investing activities of $227,464 during the three months ended March 31, 2025, an increase in cash provided by investing activities of $4,880,602.

During the three months ended March 31, 2026, cash provided by investing activities consisted of $17,159,761 in cash received from the disposal of the Greenbrier Business Center, Parkway and Franklin Square properties, offset by $12,185,803 in cash used for our investments in marketable securities, $201,077 for the purchase of crypto assets, and $119,743 in capitalized expenditures. During the three months ended March 31, 2025, cash used in investing activities consisted of $137,589 in capitalized expenditures and $89,875 in investment property acquisitions for closing costs related to the Buffalo Wild Wings Property and United Rentals Property acquisitions.

The non-cash investing activity for the three months ended March 31, 2026, that did not affect our cash provided by investing activities was the transfer of $15,419,522 from investment properties, net, to assets held for sale, the transfer of $9,970 of intangible lease assets, net, to assets held for sale, the transfer of $7,682 of intangible lease liabilities, net, to liabilities held for sale, and $59,288 in accrued capital expenditures.

The non-cash investing activity for the three months ended March 31, 2025, that did not affect our cash used in investing activities, was the issuance of $5,765,000 of OP Units and the transfer of $397,367 from investment properties, net, to assets held for sale.

#### Financing Activities

During the three months ended March 31, 2026, our cash provided by financing activities was $1,156,410 compared to cash used in financing activities of $1,898,196 during the three months ended March 31, 2025, an increase in cash provided by financing activities of $3,054,606. During the three months ended March 31, 2026 our cash provided by financing activities consisted of $2,106,312 of proceeds from the sale of beneficial interests in DST entities, net of $228,725 in principal payments for our mortgages, and $721,177 in dividends and distributions. During the three months ended March 31, 2025, our cash used in financing activities consisted of $1,500,000 for the partial redemption of our mandatorily redeemable preferred stock, $274,737 in principal payments for our mortgages, and $123,459 in dividends and distributions.

The non-cash financing activity for the three months ended March 31, 2026, that did not affect our cash provided by financing activities was $3,720,000 for the conversion of OP Units to common shares and the transfer of $13,474,729 of mortgages payable, net, to mortgages payable, net, associated with assets held for sale.

### Future Liquidity Needs

Liquidity for general operating needs and our investment properties is generally provided by the rental receipts from our investment properties, if any. We expect to provide any liquidity for growth (acquisition of new investment properties) by raising additional investment capital. In addition, we continually review and evaluate our outstanding mortgages payable for refinancing opportunities. While some of our mortgages payable are not pre-payable, some mortgages payable may present opportunities for refinancing.

Our primary, non-operating liquidity needs are $149,919 to pay the dividends to common stockholders and distributions to OP Unit holders that were declared on April 1, 2026 and paid on April 21, 2026 to holders of record on April 15, 2026, and $370,469 in principal payments due on its mortgages payable during the remaining nine months ending December 31, 2026. In addition to liquidity required to fund these dividends and principal payments, we may also incur some level of capital expenditures for our existing properties that cannot be passed on to our tenants. We plan to pay these obligations through a combination of cash on hand, sale of our marketable securities, potential dispositions of our investment properties, and cash generated by operations.

To meet these future liquidity needs, we have the following resources:

- $8,604,528 in unrestricted cash as of March 31, 2026;
- $12,416,668 in marketable securities which are readily liquid;
- $830,737 held in lender reserves for the purposes of tenant improvements, leasing commissions, real estate taxes and insurance premiums;
- Cash generated from operations during the remaining nine months ending December 31, 2026, if any.

We expect these resources will be sufficient to meet our anticipated liquidity needs for business operations for the next twelve months and beyond. There can be no assurance that we will continue to generate cash flows at or above current levels.

### Factors That May Influence Our Results of Operations

### Economic Conditions

Rental revenues from our remaining investment properties are directly affected by a number of factors, including occupancy rates, lease structures, and tenant credit quality, as well as broader economic and policy developments that affect consumer sentiment. Our revenues can be significantly impacted by trends in consumer spending, interest rates, and market confidence, all of which shape demand for our tenants’ goods and services and, in turn, for occupancy in our investment properties. The ability to lease space to creditworthy tenants and maintain high occupancy levels directly impacts rental income. Changes in tenant demand, property competitiveness, or local economic conditions can influence occupancy rates. Upon the expiration or early termination of leases, we may face difficulties in re-leasing spaces on terms as favorable as previous agreements. Lease terminations and defaults or terminations by significant tenants can reduce revenues, especially if suitable replacements are not found promptly. Concentration risk from large tenants or tenants in financially stressed sectors may further impact revenue reliability.

Dividend and interest income on our marketable securities and cash balances are not guaranteed and can fluctuate significantly. Such income is influenced by a range of factors, including the composition of our investment portfolio, issuer credit quality, payout policies, and prevailing macroeconomic and policy developments that shape market conditions and investor sentiment. In particular, our dividend and interest income can be substantially affected by changes in interest rates, credit markets, and liquidity, all of which influence demand for our securities and, in turn, the level of income we realize from such investments.

As we execute our strategic transition, revenues may increasingly depend on capital allocation decisions, including income generated from short-term investments, fee-based activities, and potential acquisitions or strategic transactions. These activities are subject to market conditions, interest rate volatility, counterparty risk, regulatory considerations, and execution risk. There can be no assurance that these strategies will generate anticipated levels of income or returns.

Macroeconomic conditions, including inflation, elevated interest rates, economic slowdowns, recessionary pressures, and financial market volatility, may adversely affect our business, our tenants, the value of our real estate assets, the performance of our short-term and other investments, and our ability to identify and execute strategic investment opportunities. Rising interest rates may increase borrowing costs, reduce asset valuations, and alter the relative attractiveness of alternative investment options. Broader economic conditions, including employment levels, capital markets liquidity, and consumer confidence, may negatively impact tenant performance, demand for commercial real estate, and the operating performance or valuation of current and prospective investments.

### Potential Impact of Tariffs and Trade Restrictions on Tenants and Our Business

Changes in international trade policies, including the imposition of tariffs, duties, import taxes, or other trade restrictions by the United States government or foreign governments, could adversely impact the operations of our retail tenants. Our tenants could source a substantial portion of their merchandise, raw materials, or manufacturing services from foreign countries. The imposition of new or increased tariffs on these goods, or retaliatory measures from trading partners, could increase costs for these tenants, potentially reducing their profitability and operational flexibility. Increased costs may not be fully passed on to consumers, which could lead to lower sales volumes, compressed margins, and in some cases, store closures or bankruptcy filings. If a significant number of our tenants experience financial distress or reduce their physical retail presence, this could negatively affect our occupancy rates, rental income, and cash flows.

### Results of Operations

#### Three months ended March 31, 2026

### Revenues

Revenues for the three months ended March 31, 2026 and 2025 are as follows:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ Currently Owned Properties | ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ For the three months ended March 31, 2026 ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ 2025 ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ Increase / (Decrease) ​ ​ |
| --- | --- | --- | --- | --- | --- | --- |
| Ashley Plaza | ​ | $382,357 | ​ | $366,881 | ​ | $15,476 |
| Lancer Center | ​ | ​ 262,494 | ​ | ​ 291,607 | ​ | ​ (29,113) |
| Brookfield Center | ​ | ​ 238,468 | ​ | ​ 191,992 | ​ | ​ 46,476 |
| East Coast Wings | ​ | ​ 26,629 | ​ | ​ 26,630 | ​ | ​ (1) |
| T-Mobile | ​ | ​ 30,267 | ​ | ​ 29,945 | ​ | ​ 322 |
| Citibank | ​ | ​ 37,700 | ​ | ​ 37,697 | ​ | ​ 3 |
| Tesla Pensacola | ​ | ​ 264,974 | ​ | ​ — | ​ | ​ 264,974 |
| **Total Revenues - Currently Owned Properties** | **​** | **$1,242,889** | **​** | **$944,752** | **​** | **$298,137** |
| **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** |
| Recently Sold Properties | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Franklin Square | ​ | 635,357 | ​ | 637,182 | ​ | (1,825) |
| Salisbury Marketplace | ​ | — | ​ | 196,777 | ​ | (196,777) |
| Greenbrier Business Center | ​ | ​ 140,091 | ​ | ​ 267,161 | ​ | ​ (127,070) |
| Parkway Center | ​ | ​ 140,928 | ​ | ​ 221,410 | ​ | ​ (80,482) |
| Buffalo Wild Wings | ​ | ​ — | ​ | ​ 32,709 | ​ | ​ (32,709) |
| United Rentals | ​ | ​ — | ​ | ​ 21,649 | ​ | ​ (21,649) |
| **Total Revenues - Recently Sold Properties** | ​ | **$916,376** | **​** | **$1,376,888** | **​** | **$(460,512)** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Total Revenues** | **​** | **$2,159,265** | **​** | **$2,321,640** | **​** | **$(162,375)** |

Total revenue was $2,159,265 for the three months ended March 31, 2026, a decrease of $162,375 from the three months ended March 31, 2025. We experienced decreased investment property revenues due to the sale of the Salisbury Marketplace, Buffalo Wild Wings, United Rentals, Parkway, Greenbrier and Franklin Square properties, and increased vacancy in the Lancer Center Property, which were offset by increased revenues from the acquisition of the Tesla Pensacola Property and new leasing activity in the Ashley Plaza and Brookfield properties.

### Adjusted Net Operating Income

Effective on January 1, 2026, we established two operating segments. The first operating segment consists of our investment properties (prior to January 1, 2026, we established operating segments that aggregated individual properties into retail, flex and STNL segments). As of January 1, 2026, we established a second operating segment for our DST sponsorship activities. These segments align with how the CODM evaluates performance and allocates resources.

During the three months ended March 31, 2026 and 2025, our reportable segments consisted of our investment properties and our DST Sponsorship activities. We base our evaluation of our results of operations on the net operating income adjusted for interest expense of each reportable segment. In our discussion below, we have provided an evaluation on a property by property basis.

Net operating income (“NOI”) is a non-GAAP financial measure and is not considered a measure of operating results or cash flows from operations under GAAP. NOI is calculated by deducting operating expenses from operating revenues. NOI reflects occupancy levels, rental rate increases or decreases, and the recoverability of operating expenses. NOI, as we calculate it, may not be directly comparable to similarly titled, but differently calculated, measures for other REITs.

NOI adjusted for interest expense (“Adjusted Net Operating Income”), also a non-GAAP financial measure, is calculated by deducting operating expenses and interest expense from investment property rental revenues. Operating revenues include rental income, tenant reimbursements, other property income and non-cash revenues such as straight line rent and amortization of above and below market leases. Operating expenses include all investment property operating costs. Interest expense includes mortgage interest expense, only, and excludes non-mortgage interest expense and non-cash interest expense such as amortization of loan issuance costs.

Because Adjusted Net Operating Income only consists of revenues, operating expenses, and interest expense directly related to our real estate rental operations, management believes that the use of Adjusted Net Operating Income to evaluate the financial performance of its operating segments and individual investment properties is a useful tool that can assist in the comparison of the operating performance of our real estate assets between periods, or as compared to other companies and other investment opportunities we may consider from time to time. Management uses Adjusted Net Operating Income as a supplemental measure to evaluate our business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance.

Adjusted Net Operating Income is a non-GAAP financial measure and is not considered a measure of operating results or cash flows from operations under GAAP. Please see below for the reconciliation of revenue and Adjusted Net Operating Income for each property.

### Investment Property Revenues and Adjusted Net Operating Income

The following table presents property revenues, operating expenses and interest expense for our investment properties for the three months ended March 31, 2026 and 2025:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, 2026 ​ ​ ​ ​ Revenues ​ Operating Expenses Currently Owned Properties | ​ ​ | ​ ​ Interest Expense ​ ​ | ​ ​ ​ | ​ ​ Adjusted NOI ​ ​ | ​ ​ ​ ​ ​ | ​ ​ For the three months ended March 31, 2025 Revenues ​ ​ | ​ ​ | ​ ​ Operating Expenses ​ ​ | ​ ​ | ​ ​ Interest Expense ​ ​ | ​ ​ ​ | ​ ​ Adjusted NOI ​ ​ | ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Adjusted NOI Change ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Ashley Plaza ​ $382,357 ​ $132,609 | ​ | $95,620 | ​ | $154,128 | ​ | $366,881 | ​ | $102,202 | ​ | $97,877 | ​ | $166,802 | ​ | $(12,674) |
| Lancer Center ​ ​ 262,494 ​ ​ 131,084 | ​ | ​ 51,915 | ​ | ​ 79,495 | ​ | ​ 291,607 | ​ | ​ 114,270 | ​ | ​ 69,952 | ​ | ​ 107,385 | ​ | ​ (27,890) |
| Brookfield ​ ​ 238,468 ​ ​ 62,180 | ​ | ​ 42,592 | ​ | ​ 133,696 | ​ | ​ 191,992 | ​ | ​ 66,706 | ​ | ​ 43,563 | ​ | ​ 81,723 | ​ | ​ 51,973 |
| East Coast Wings **​** ​ 26,629 ​ ​ 5,566 | ​ | ​ — | ​ | ​ 21,063 | ​ | ​ 26,630 | ​ | ​ 17,529 | ​ | ​ — | ​ | ​ 9,101 | ​ | ​ 11,962 |
| T-Mobile ​ ​ 30,267 ​ ​ 6,175 | ​ | ​ — | ​ | ​ 24,092 | ​ | ​ 29,945 | ​ | ​ 4,398 | ​ | ​ — | ​ | ​ 25,547 | ​ | ​ (1,455) |
| Citibank ​ 37,700 ​ ​ — | ​ | ​ — | ​ | ​ 37,700 | ​ | ​ 37,697 | ​ | ​ — | ​ | ​ — | ​ | ​ 37,697 | ​ | ​ 3 |
| Tesla DST ​ ​ 264,974 ​ ​ — | ​ | ​ 96,375 | ​ | ​ 168,599 | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ 168,599 |
| **​** ​ **$1,242,889** **​** **$337,614** | **​** | **$286,502** | ​ | **$618,773** | ​ | **$944,752** | **​** | **$305,105** | **​** | **$211,392** | ​ | **$428,255** | ​ | ​ **190,518** |
| ​ ​ ​ ​ ​ ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Recently Sold Properties** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Franklin Square ​ ​ 635,357 ​ ​ 191,762 | ​ | ​ 81,055 | ​ | ​ 362,540 | ​ | ​ 637,182 | ​ | ​ 140,722 | ​ | ​ 125,777 | ​ | ​ 370,683 | ​ | ​ (8,143) |
| Salisbury Marketplace **​** ​ — ​ ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ 196,777 | ​ | ​ 72,530 | ​ | ​ 69,166 | ​ | ​ 55,081 | ​ | ​ (55,081) |
| Greenbrier **​** ​ 140,091 ​ ​ 37,823 | ​ | ​ 39,412 | ​ | ​ 62,856 | ​ | ​ 267,161 | ​ | ​ 68,432 | ​ | ​ 57,376 | ​ | ​ 141,353 | ​ | ​ (78,497) |
| Parkway ​ 140,928 ​ ​ 53,860 | ​ | ​ 37,845 | ​ | ​ 49,223 | ​ | ​ 221,410 | ​ | ​ 72,565 | ​ | ​ 67,889 | ​ | ​ 80,956 | ​ | ​ (31,733) |
| Buffalo Wild Wings ​ ​ — ​ ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ 32,709 | ​ | ​ — | ​ | ​ — | ​ | ​ 32,709 | ​ | ​ (32,709) |
| United Rentals ​ ​ — ​ ​ 20,205 | ​ | ​ — | ​ | ​ (20,205) | ​ | ​ 21,649 | ​ | ​ — | ​ | ​ — | ​ | ​ 21,649 | ​ | ​ (41,854) |
| **​** **​** **$916,376** **​** **$303,650** | **​** | **$158,312** | ​ | **$454,414** | ​ | **$1,376,888** | **​** | **$354,249** | **​** | **$320,208** | ​ | **$702,431** | ​ | ​ **(248,017)** |
| **​** **​** **​** **​** **​** **​** **​** | **​** | **​** **​** | ​ | **​** **​** | ​ | **​** **​** | **​** | **​** **​** | **​** | **​** **​** | ​ | **​** **​** | ​ | ​ ​ |
| **Total** ​ **$2,159,265** **​** **$641,264** | **​** | **$444,814** | ​ | **$1,073,187** | ​ | **$2,321,640** | **​** | **$659,354** | **​** | **$531,600** | ​ | **$1,130,686** | ​ | ​ **(57,499)** |

Investment property revenues were $2,159,265 for the three months ended March 31, 2026, a $162,375 decrease from the three months ended March 31, 2025. Adjusted Net Operating Income from investment properties was $1,073,187 for the three months ended March 31, 2026, a decrease of $57,499 from the three months ended March 31, 2025, due to the sale of the six properties, increased vacancy at the Lancer Center Property, slightly higher operating expenses at the Ashley Plaza Property and T-Mobile Property, offset by increased Adjusted NOI from the Brookfield Property due to new leases and from the East Coast Wings Property due to lower operating expenses.

### DST Sponsorship Revenues and Adjusted Net Operating Income

The following table presents revenues, operating expenses and interest expense for our DST Program for the three months ended March 31, 2026 and 2025:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ For the three months ended March 31, 2026 | ​ ​ ​ ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ Increase / (Decrease) |
| --- | --- | ---: | --- | ---: | --- | --- |
| DST Program revenues | ​ | $— | ​ | $— | ​ | ​ — |
| DST Program operating expenses | ​ | ​ 222,896 | ​ | ​ — | ​ | ​ 222,896 |
| **DST Program net operating income** | **​** | **$(222,896)** | **​** | **$—** | **​** | **$(222,896)** |

We initiated our DST Program during the three months ended March 31, 2026. Accordingly, there was no activity during the three months ended March 31, 2025. During the three months ended March 31, 2026, we incurred $222,896 in expenses associated with our DST Program, including salaries and benefits, conferences and travel, marketing, administrative and other expenses. Our DST Program did not generate revenues during the three months ended March 31, 2026. DST Program revenues generally consist of acquisition fees, asset management fees, and disposition fees. Acquisition fees are generally earned upon the completion of the sale of all beneficial interests in a DST. Asset management fees are generally earned monthly, but we have waived our asset management fees that during the first year of the XXV DST. Disposition fees are earned upon the sale of a DST property and are generally subordinated to DST investors’ return of capital.

### Operating Expenses

The following table presents our operating expenses for the three months ended March 31, 2026 and 2025:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ Property Operating Expense Reconciliation | ​ ​ ​ ​ ​ ​ ​ | ​ ​ For the three months ended March 31, 2026 ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ 2025 ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Increase / (Decrease) ​ ​ |
| --- | --- | --- | --- | --- | --- | --- |
| Investment property operating expenses | ​ | $641,264 | ​ | $659,354 | ​ | $(18,090) |
| DST Program operating expenses | ​ | ​ 222,896 | ​ | ​ — | ​ | $222,896 |
| **Total Property Operating Expenses from Consolidated Statements of Operations** | **​** | **$864,160** | **​** | **$659,354** | **​** | **$204,806** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Other Operating Expenses** |  | ​ ​ |  | ​ ​ |  | ​ ​ |
| Bad debt expense | ​ | $— | ​ | $1,321 | ​ | $(1,321) |
| Share based compensation expenses | ​ | ​ 224,220 | ​ | ​ 397,182 | ​ | ​ (172,962) |
| Legal, accounting and other professional fees | ​ | ​ 416,139 | ​ | ​ 426,569 | ​ | ​ (10,430) |
| Corporate general and administrative expenses | ​ | ​ 347,829 | ​ | ​ 353,341 | ​ | ​ (5,512) |
| Loss on impairment | ​ | ​ — | ​ | ​ 61,803 | ​ | ​ (61,803) |
| Depreciation and amortization | ​ | ​ 488,770 | ​ | ​ 965,211 | ​ | ​ (476,441) |
| **Total Operating Expenses** | **​** | **$2,341,118** | **​** | **$2,864,781** | **​** | **$(523,663)** |

Total operating expenses were $2,341,118 for the three months ended March 31, 2026, a decrease of $523,663 over the three months ended March 31, 2025, primarily due to decreased depreciation and amortization expense due to the sales of the Salisbury Marketplace, Greenbrier Business Center, Parkway properties, and the transfer of the Franklin Square Property to assets held for sale, at which point, we ceased recording depreciation and amortization, and a decrease in share based compensation expense, net of an increase due to DST sponsorship program expenses.

### Operating Income

Operating income for the three months ended March 31, 2026 was $12,296,034, an increase of $12,848,550 from the operating loss of $552,516 for the three months ended March 31, 2025. This increase was primarily a result of the gain on the disposal of our investment properties, net of the loss on the extinguishment of debt related to three properties sold during the three months ended

March 31, 2026.

### Interest Expense

Interest expense was $456,095 and $573,016 for the three months ended March 31, 2026 and 2025, respectively, as follows:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ | ​ ​ For the three months ended March 31, 2026 | ​ ​ ​ ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ Increase / (Decrease) |
| --- | --- | ---: | --- | ---: | --- | ---: |
| Franklin Square | ​ | $83,419 | ​ | $132,870 | ​ | $(49,451) |
| Ashley Plaza | ​ | 99,977 | ​ | 102,235 | ​ | (2,258) |
| Brookfield Center | ​ | 45,430 | ​ | 46,401 | ​ | (971) |
| Parkway Center | ​ | ​ 37,845 | ​ | ​ 70,645 | ​ | ​ (32,800) |
| Wells Fargo Mortgage Facility | ​ | ​ 93,049 | ​ | ​ 208,629 | ​ | ​ (115,580) |
| Wells Fargo Line of Credit | ​ | ​ — | ​ | ​ 2,500 | ​ | ​ (2,500) |
| Tesla Pensacola (Pinnacle Bank) | ​ | ​ 96,375 | ​ | ​ — | ​ | ​ 96,375 |
| Amortization and preferred stock dividends on mandatorily redeemable preferred stock | ​ | — | ​ | 7,470 | ​ | (7,470) |
| Other interest | ​ | — | ​ | 2,266 | ​ | (2,266) |
| **Total interest expense** | **​** | **$456,095** | **​** | **$573,016** | **​** | **$(116,921)** |

Total interest expense for the three months ended March 31, 2026 decreased by $116,921 over the three months ended March 31, 2025. This decrease was primarily a result of the repayment of a portion of the Wells Fargo Mortgage Facility resulting from the sale of the Salisbury Marketplace and Greenbrier Business Center Properties and the repayment of the Parkway Center mortgage resulting from the sale of the Parkway Property.

### Other Income

During the three months ended March 31, 2026, other income was $275,815, which consisted of unrealized gains on our investment in marketable securities of $230,865, $26,704 related to the fair value change of the interest rate cap, $11,546 in dividend income, and $6,700 in interest income. This is an increase of $148,941 from other income of $126,874 for the three months ended March 31, 2025, which consisted of $118,529 in lease termination fees and interest income of $8,345.

### Other Expense

During the three months ended March 31, 2026 and 2025 other expense was $71,627 and $28,226, respectively. Other expense for the three months ended March 31, 2026 consists of unrealized loss on crypto assets. Other expense for the three months ended March 31, 2025 related to the fair value change of the interest rate cap.

### Net Income (Loss) before Income Taxes

Net income was $12,044,127 for the three months ended March 31, 2026, before adjustments for net income attributable to noncontrolling interests. Net income for the three months ended March 31, 2026 increased by $13,071,011 over the three months ended March 31, 2025.

### Provision for Income Taxes

Effective on January 1, 2026, we revoked our election to be taxed as a REIT and as a result, we recorded a net deferred tax asset and income tax benefit of $3,902,878. In addition, for the three months ended March 31, 2026, we recorded a provision for income taxes of $1,824,236, which consists of current and deferred components. Our effective tax rate of 16.4% of pre-tax income reported in the period differs from the federal statutory rate of 21% primarily due to establishing the net deferred tax asset upon the termination of our election to be taxed as a REIT.

### Net Income (Loss)

Net income was $14,122,769 for the three months ended March 31, 2026, before adjustments for net income attributable to noncontrolling interests. After adjusting for noncontrolling interests, the net income attributable to our common stockholders was $8,966,809.

Net income for the three months ended March 31, 2026 increased by $15,149,653 over the three months ended March 31, 2025, before adjustments for net income attributable to noncontrolling interests. After adjusting for noncontrolling interests, the net income attributable to our common stockholders for the three months ended March 31, 2026 increased by $9,973,635 over the three months ended March 31, 2025.

## Market risk

As filed, 180 characters.

We have omitted a discussion of quantitative and qualitative disclosures about market risk because, as a smaller reporting company, we are not required to provide such information.

## Controls and procedures

As filed, 3,299 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the rules and regulations of the SEC and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We have carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures as of March 31, 2026, the end of the period covered by this Quarterly Report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer have concluded, as of March 31, 2026, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow for timely decisions regarding required disclosure.

### Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Our management, including our Chief Executive Officer, evaluated, as of March 31, 2026, the effectiveness of our internal control over financial reporting based on the framework in *Internal Control — Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on that evaluation, our Chief Executive Officer concluded that our internal control over financial reporting, as of March 31, 2026, was effective.

This Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Quarterly Report.

### Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 148 characters.

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Filed May 13, 2026.
Source: SEC EDGAR, the filing index for accession 0001104659-26-060239. Last ingested by Listed: Nov 6, 2026, 16:43 ET. No prices; not investment advice.