CFTR-PA 10-K & 10-Q changes, risk factors and insider trading
Cantor Fitzgerald Income Trust, Inc. · NYSE · Real Estate Investment Trusts · CIK 1666244 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “If the Company invests in student housing, the Company’s results of operations will be subject to risks inherent in the student housing industry, including a concentrated lease-up period, seasonal cash flows and a potential decrease in enrollment.”
Removed heading “Summary Risk Factors”
Removed heading “The Company has limited operating history which makes the Company’s future performance difficult to predict.”
Largest changes
“Similarly, changes in federal policy that affect the geopolitical landscape could give rise to circumstances outside the Company’s control that could have negative impacts on the Company’s business operations. During the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. As China was and is a major global exporter of steel, solar panels, and aluminum, the tariffs on these specific imports led to a trade war between not only the U.S. and China, but also between the U.S. and the international community. …”see in full comparison
“If the Company invests in student housing, the Company’s results of operations will be subject to risks inherent in the student housing industry, including a concentrated lease-up period, seasonal cash flows and a potential decrease in enrollment.”see in full comparison
The Company’s business and operations are dependent on the commercial real estate industry generally, which in turn is dependent upon broad economic conditions in the United States and abroad. A worsening of economic conditions would likely have a negative impact on the commercial real estate industry generally and on the Company’s business and operations specifically. Additionally, disruptions in the global economy,see in full comparisonwhether as a result of ongoing economic conditions in China and the Euro-zone, including relating to Brexit,epidemics of infectiousdiseasedisease,(includingchangescoronavirus),in international tariff and trade policies, regional conflict (including the ongoingoutbreakconflictsofinhostilitiesthebetweenMiddleRussiaEast and Ukraineand between Hamas and Israel) or otherwise, may also have a negative impact on the commercial real estate market domestically. Adverse conditions in the commercial real estate industry could harm the Company’s business and financial condition by, among other factors, reducing the value of the Company’s existing assets, limiting the Company’s access to debt and equity capital, harming the Company’s ability to originate new commercial real estate debt and otherwise negatively impacting the Company’s operations.
“The Company has limited operating history which makes the Company’s future performance difficult to predict.”see in full comparison
Market disruptions in a single country could cause a worsening of conditions on a regional and even global level, and economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could result in problems in one country adversely affecting regional and even global economic conditions and markets. For example, concerns about the fiscal stability and growth prospects of certain European countries in the last economic downturn had a negative impact on most economies of the Eurozone and global markets and thesee in full comparisoncurrentongoingconflictconflictsbetweeninRussiathe Middle East and Ukraineand between Hamas and Israelcould have a negative impact on those countries and others in those regions. The occurrence of similar crises in the future could cause increased volatility in the economies and financial markets of countries throughout a region, or even globally.
“The Company’s results of operations may be affected by defaults on or non-renewal of leases by tenants, lease renewals at lower than expected rent, or failure to lease properties at all or on favorable rents and terms.”see in full comparison
Full comparison: every changed paragraph (103)
Summary Risk Factors
Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, the following:
The Company may not be able to successfully raise capital in the Offerings.
The Company is dependent on the resources and personnel of the Advisor, CFI and their affiliates, including the Advisor’s ability to source and close on attractive investment opportunities on the Company’s behalf.
The performance of the Advisor and CFI may affect the Company’s performance.
The Company may not be able to deploy capital quickly and successfully and achieve a diversified portfolio consistent with target asset classes.
The Company may not have access to financing for its investments.
The Company may not be able to make distributions to its stockholders and may make distributions from sources other than cash flow from operations. If the Company pays distributions from sources other than cash flows from operations, it will have less funds available for investment, the overall return to the Company’s stockholders may be reduced and subsequent investors will experience dilution.
There is a lack of a public trading market for the Company’s shares.
The Company’s operating results will be affected by the impact of economic conditions on the tenants, borrowers and others who the Company depends on to make payments to it.
The Advisor may not be able to attract and retain sufficient personnel to support growth and operations;
The Company has limited operating history.
The Company’s operating results may be affected by the difficulties in economic conditions generally and the real estate, debt, and securities markets specifically.
The Company may make changes in its business or investment strategy without stockholder approval.
The Company’s results of operations may be affected by environmental compliance costs and liabilities.
The Advisor’s due diligence may fail to identify all relevant facts in the Company’s underwriting process or otherwise.
The Company’s performance will be subject to the impact of market and other conditions influencing the availability of equity versus debt investments and performance of the Company’s investments relative to its expectations and the impact on the actual return on invested equity, as well as the cash provided by these investments.
The Company’s results of operations may be affected by defaults on or non-renewal of leases by tenants, lease renewals at lower than expected rent, or failure to lease properties at all or on favorable rents and terms.
The Company is subject to competition in the investments it makes.
The Company’s performance is subject to the risks associated with using debt to fund the Company’s business activities, including re-financing and interest rate risks.
The investments in the Company’s portfolio are illiquid, the Company's share repurchase program is subject to limitations and the Company may suspend or terminate the share repurchase program at any time.
The Company’s risk management systems may not be effective.
The Company’s business is subject to information technology risks, including capacity constraints, failures, or disruptions in the Company’s systems or those of parties with which the Company interacts, including cybersecurity risks and incidents, privacy risk and exposure to potential liability and regulatory focus.
The Company may not be able to realize current and expected returns over the life of its investments.
The Company may not be able to maintain effective internal controls.
The Company’s business may be affected by regulatory requirements with respect to the Company’s business, as well as the related cost of compliance.
The Company’s loans are subject to risks associated with guarantees and indemnities.
The Company may fail to qualify or maintain its qualification as a REIT for U.S. federal income tax purposes and is subject to limitations imposed on the Company’s business by its status as a REIT.
The Company's business could be materially and adversely affected by the risks, or the public perception of the risks, related to a pandemic or other health crisis, such as the outbreak of coronavirus.
The Company’s business may be affected by changes in laws or regulations governing various aspects of the Company’s business and non-traded REITs generally, including, but not limited to, changes implemented by the Department of Labor, the SEC, or FINRA and changes to laws governing the taxation of REITs.
The Company may not be able to maintain its exemption from registration under the Investment Company Act.
The Company’s performance may be affected by general volatility in domestic and international capital markets and economies.
The Company’s performance may be affected by regulatory actions, litigation and contractual claims against the Company and its affiliates, including the potential settlement and litigation of such claims.
There may be conflicts of interests arising among the Company and CFI and its affiliates.
The Company’s cash reserves and working capital may not be adequate.
The Company’s performance may be affected by increases in interest rates, operating costs and expenses, or greater than expected capital expenditures.
The Company’s operating performance may be affected by timing of cash flows, if any, from the Company’s investments.
The Company’s performance is subject to other risks associated with investing in the Company’s targeted investments.
President Trump's victory in the U.S. presidential election, as well as the Republican Party's gaining control of both the U.S. House of Representatives and Senate in the congressional election, may create regulatory uncertainty with respect to climate change policy. During the election campaign, President Trump made comments suggesting that he was not supportive of various clean energy programs and initiatives, including the United Nations ("U.N.") Framework Convention on Climate Change, designed to curtail global warming. On January 20, 2025, President Trump signed an executive order to withdraw the U.S. from the Paris Agreement, marking a significant shift in U.S. climate policy. It remains unclear what further actions President Trump may take with respect to domestic and international programs and initiatives, and what support the Trump administration would have for any potential changes to such legislative programs and initiatives in the U.N. or the U.S. Congress.
The Company’s business and operations are dependent on the commercial real estate industry generally, which in turn is dependent upon broad economic conditions in the United States and abroad. A worsening of economic conditions would likely have a negative impact on the commercial real estate industry generally and on the Company’s business and operations specifically. Additionally, disruptions in the global economy, whether as a result of ongoing economic conditions in China and the Euro-zone, including relating to Brexit, epidemics of infectious diseasedisease, (includingchanges coronavirus),in international tariff and trade policies, regional conflict (including the ongoing outbreakconflicts ofin hostilitiesthe betweenMiddle RussiaEast and Ukraine and between Hamas and Israel) or otherwise, may also have a negative impact on the commercial real estate market domestically. Adverse conditions in the commercial real estate industry could harm the Company’s business and financial condition by, among other factors, reducing the value of the Company’s existing assets, limiting the Company’s access to debt and equity capital, harming the Company’s ability to originate new commercial real estate debt and otherwise negatively impacting the Company’s operations.
Market disruptions in a single country could cause a worsening of conditions on a regional and even global level, and economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could result in problems in one country adversely affecting regional and even global economic conditions and markets. For example, concerns about the fiscal stability and growth prospects of certain European countries in the last economic downturn had a negative impact on most economies of the Eurozone and global markets and the current ongoing conflictconflicts betweenin Russiathe Middle East and Ukraine and between Hamas and Israel could have a negative impact on those countries and others in those regions. The occurrence of similar crises in the future could cause increased volatility in the economies and financial markets of countries throughout a region, or even globally.
Additionally, political leaders in certain European nations have recently been elected on protectionist platforms, fueling doubts about the future of global free trade. The U.S. government has imposed tariffs on certain foreign goods, including steel and aluminum and has indicated a willingness to impose tariffs on imports of other products. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products. GlobalShifts in U.S. trade disruption,policy, significantincluding introductionsnew ofor increased tariffs and uncertainty surrounding existing international trade barriersagreements, have contributed to heightened volatility in global markets and bilateraleconomic tradeconditions. frictions,Such togetheruncertainty withcan anyinfluence futurebusiness downturnsactivity inand thesupply globalchains, economywhich resulting therefrom, couldmay adversely affect itsgeneral performance.market performance and our operations.
A property may incur vacancies either by the continued default of tenants under their leases or the expiration of tenant leases. If vacancies continue for a long period of time, the Company may suffer reduced revenues resulting in less cash to be distributed to stockholders. In addition, because properties’ market values depend principally upon the value of the properties’ leases, the resale value of properties with prolonged vacancies could suffer, which could further reduce the Company’s stockholders’ return. The lease on SF Property expired on December 31, 2021 and the tenant did not renew the lease, and as of March 31, 2025, the SF Property is vacant.
The Company’s business and the businesses of the Company’s tenants could be materially and adversely affected by the risks, or the public perception of the risks, related to a pandemic or other health crisis, such as the outbreak of coronavirus (COVID-19).coronavirus.
The Company’s business may be adversely affected by market, economic and real estate conditions in the U.S. and global economies and/or the local economies in the markets in which the Company’s properties are located. Unfavorable market, economic and real estate conditions may be due to, among other things, rising or sustained high interest rates and high inflation, labor market challenges, supply chain disruptions, volatility in the public equity and debt markets, pandemics, geopolitical instability (such as the ongoing conflicts in Israelthe Middle East and Ukraine), and other conditions beyond the Company’s control. Because economic conditions in the United States may affect the demand for real estate, real estate values, occupancy levels and property income, current and future economic conditions in the United States, including slower growth or a recession and capital market volatility or disruptions, could have a material adverse impact on the Company’s earnings and financial condition. Economic conditions may be affected by numerous factors, including, but not limited to, the pace of economic growth and/or recessionary concerns, inflation, increases in the levels of unemployment, energy prices, uncertainty about government fiscal and tax policy, geopolitical events, the regulatory environment, the availability of credit and interest rates. Current conditions, or similar conditions existing in the future, may have a material adverse effect on the Company’s results of operations, financial condition and ability to pay distributions to the Company’s shareholders.
The Company cannot assure the Company’s stockholders that leases will be renewed or that properties will be re-leased at rental rates equal to or above existing rental rates or that substantial rent abatements, tenant improvements, early termination rights or tenant-favorable renewal options will not be offered to attract new tenants or retain existing tenants. If the rental rates at properties decrease, existing tenants do not renew their leases or do not re-lease a significant portion of available space and space for which leases will expire, the Company’s financial condition, results of operations, cash flow, cash flow available to pay debt service and the Company’s ability to make distributions to the Company’s stockholders and to satisfy the Company’s principal and interest obligations would be adversely affected. Moreover, the resale value of properties could be diminished because the market value of properties depends upon the value of the leases associated with the properties. As of March 31,23, 2025,2026, the Company hasdid onenot have any vacant space fromin theits expiration of the SF Property lease on December 31, 2021.portfolio.
As of December 31, 2024,2025, 25.5%26.7% of the Company’s investments were concentrated in Ohio, 22%20.8% in Maryland, 15.8%15.1% in Texas, 13.5%12.6% in California, 6.2%6.9% in Wisconsin, 5.4% in South Carolina, 6% in Wisconsin, 5.2%5.0% in Arizona, and 5.8%7.5% in other.others. In addition, the Company’s portfolio of real estate assets had the following industry concentration: 37%29.9% multifamily, 28.5%26.1% single tenant office, 23.6%24.3% single tenant industrial, 1.6%16.8% single tenant necessity retail, 1.4% single tenant life sciencessciences, and 9.3%1.5% singledata tenant necessity retail.center.
The Company is not limited in the size of any single investment the Company may make and certain of the Company’s investments may represent a significant percentage of the Company’s assets. The Company may be unable to raise significant capital and invest in a diverse portfolio of assets which would increase the Company’s asset concentration risk. Any such investment may carry the risk associated with a significant asset concentration. Should any investment representing a material percentage of the Company’s assets, experience a loss on all or a portion of the investment, the Company could experience a material adverse effect, which would result in the value of the Company’s stockholders’ investment in the Company being diminished. As of December 31, 2024,2025, the Company has madeforty thirtythree fourproperties, investments, eighteighteen of which, individually represent more than 10% of the NAV.
In the event the Company has a concentration of tenants the in a particular industry, the Company’s operating results and ability to make distributions may be adversely affected by adverse developments in those industries and the Company will be subject to a greater risk to the extent that the Company’s tenants are not diversified by industry. As of December 31, 2024,2025, Eisai Corporation of North America is the only tenant occupying more than ten percent of the total square footage of the real property the Company owns interest in. Eisai Corporation of North America is the United States based, wholly owned subsidiary of AA- rated (R&I) Eisai Co. Ltd., a Japanese pharmaceutical company, publicly traded on the Tokyo Stock Exchange.
If the Company invests in student housing, the Company’s results of operations will be subject to risks inherent in the student housing industry, including a concentrated lease-up period, seasonal cash flows and a potential decrease in enrollment.
Leases at off-campus properties typically require 12 monthly rental installments, whereas leases at residence hall properties typically correspond to the university’s academic year and require ten monthly rental installments. As a result, the Company may experience significantly reduced cash flows during the summer months if the Company invests in residence hall properties. Furthermore, all of the student housing properties must be entirely re-leased each year during a limited leasing season.
In addition, if the Company invests in student housing, a decrease in enrollment at the universities at which such properties are located could adversely affect its financial results. University enrollment can be affected by a number of factors including, but not limited to, the current macroeconomic environment, students’ ability to afford tuition and/or the availability of student loans, competition for international students, the impact of visa requirements for international students, higher demand for distance education, and budget constraints that could limit a University’s ability to attract and retain students. If a University’s enrollment were to significantly decline as a result of these or other factors, the Company’s ability to achieve its leasing targets and thus its properties’ financial performance could be adversely affected.
The Company’s primary interest rate exposures will relate to the yield on the Company’s investments and the financing cost of the Company’s debt, as well as the Company’s interest rate swaps that the Company utilizes for hedging purposes. In 2022 and 2023, market interest rates rose markedly and rapidly primarily as a result of the Federal Reserve's actions to curb rapidly rising inflation, which has led to a significant slowdown in real estate transactions and less capital available in the marketplace to finance real estate projects. Notwithstanding the current period of relatively high interest rates, the U.S. Federal Reserve began decreasing rates in 2024 and has indicatedcontinued that it may further decreasedecreasing interest rates in 2025. Changes in interest rates will affect the Company’s net interest income, which is the difference between the interest income the Company earns on the Company’s interest-earning investments and the interest expense the Company incurs in financing these investments. Interest rate fluctuations resulting in the Company’s interest expense exceeding interest income would result in operating losses for the Company. Changes in the level of interest rates also may affect the Company’s ability to invest in investments, the value of the Company’s investments and the Company’s ability to realize gains from the disposition of investments. Changes in interest rates may also affect borrower default rates.
Debt service payments will reduce the net income available for distributions to the Company’s stockholders. Moreover, the Company may not be able to meet the Company’s debt service obligations and, to the extent that the Company cannot, the Company risks the loss of some or all of the Company’s assets to foreclosure or sale to satisfy the Company’s debt obligations. The Company’s charter or(as amended, the "Charter") and the Company's bylaws do not restrict the form of indebtedness the Company may incur.
Similarly, changes in federal policy that affect the geopolitical landscape, including international trade policy, could give rise to circumstances outside the Company’s control that could have negative impacts on the Company’s business operations or the Company's tenant's businesses.
Similarly, changes in federal policy that affect the geopolitical landscape could give rise to circumstances outside the Company’s control that could have negative impacts on the Company’s business operations. During the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. As China was and is a major global exporter of steel, solar panels, and aluminum, the tariffs on these specific imports led to a trade war between not only the U.S. and China, but also between the U.S. and the international community. Other countries, including China, Canada, and the EU, implemented retaliatory tariffs in response to these policies on U.S. goods. During the 2024 presidential campaign, President Trump pledged to impose an additional 25% tariff on certain exports from Canada and Mexico, and up to an additional 60% tariff on certain exports from China. These and similar types of trade policies could lead to issues with global supply chains on a macroeconomic scale, including steel, pharmaceuticals, and construction equipment, all of which are critical to the Company and the Company's tenant's businesses. For example, some of the Company's tenants are in the pharmaceutical industry. As China is a global leader in the market for active pharmaceutical ingredients, the imposition of tariffs, especially at such unprecedented rates, could potentially raise the cost of generic drugs in the U.S., which would in turn have direct consequences on our tenants in the pharmaceutical industry. Such tariffs and changes to U.S. trade policy previously had, and in the future could, lead to further adverse effects on the U.S. domestic economy and the Company or the Company's tenant's businesses.
The Company’s charterCharter does not limit the Company from utilizing financing until the Company’s borrowings exceed 300% of the Company’s net assets, which is generally expected to approximate 75% of the aggregate cost of the Company’s real estate investments and other assets, the Company cash, before deducting loan loss reserves, other non-cash reserves and depreciation. Further, the Company can incur financings in excess of this limitation with the approval of a majority of the Company’s independent directors. High leverage levels could cause the Company to incur higher interest charges and higher debt service payments and the agreements governing the Company’s borrowings may also include restrictive covenants. These factors could limit the amount of cash the Company has available to distribute to the Company’s stockholders or invest in the Company’s business and could result in a decline in the value of the Company’s stockholders’ investment.
Economic events affecting the U.S. economy, such as the general negative performance of the real estate sector or market volatility could cause the Company’s stockholders to seek to sell their shares to the Company pursuant to the Company’s share repurchase planprogram at a time when such events are adversely affecting the performance of the Company’s assets. Even if the Company decides to satisfy all resulting repurchase requests, the Company’s cash flow could be materially adversely affected. In addition, if the Company determines to sell assets to satisfy repurchase requests, the Company may not be able to realize the return on such assets that the Company may have been able to achieve had the Company sold at a more favorable time, and the Company’s results of operations and financial condition, including, without limitation, breadth of the Company’s portfolio by property type and location, could be materially adversely affected.
The existence of the 12.5% performance participation interest in the Company’s operating partnership to which the special unit holder is entitled, is based on the Company’s total distributions plus the change in NAV per share, may create an incentive for the Advisor to make riskier or more speculative investments on the Company’s behalf than it would otherwise make in the absence of such performance-based compensation. In addition, the change in NAV per share will be based on the value of the Company’s investments on the applicable measurement dates and not on realized gains or losses. As a result, the special unit holder may receive distributions based on unrealized gains in certain assets at the time of such distributions and such gains ultimately may not be realized when those assets are eventually disposed of.
The Company relies on the Advisor and the real estate professionals the Advisor has assembled, including Messrs. Lutnick,Ferri, Milner and Pion,Salinas, for the day-to-day operation of the Company’s business. Messrs. Lutnick,Ferri, Milner and PionSalinas are also executive officers or managers of certain other Cantor Companies and affiliates. As a result of their interests in other Cantor Companies and affiliates, their obligations to other investors and the fact that they engage in and they will continue to engage in other business activities on behalf of themselves and others, Messrs. Lutnick,Ferri, Milner and PionSalinas will face conflicts of interest in allocating their time among the Company, the Advisor and its affiliates, other Cantor Companies as well as other business activities in which they are involved. During times of intense activity in other programs and ventures, these individuals may devote less time and fewer resources to the Company’s business than are desirable. As a result, the returns on the Company’s investments, and the value of investment in the Company, may decline.
Management's Discussion & Analysis (MD&A)
New heading “Unrealized gain from Investment in Infrastructure Fund, at Fair Value”
New heading “Impairment of Investment in Real Estate”
Removed heading “Recently Disposed Investments”
Removed heading “Debt Investments”
Largest changes
“On July 16, 2025, the Company, through its Operating Partnership and subsidiary guarantors, amended and restated its Credit Facility Agreement with the Facility Lender. The Citizens Credit Facility was increased to $150 million, with the option to expand up to $250 million subject to lender commitments and conditions. Interest rates were updated to reflect either a term SOFR plus a margin of 2.20%–2.50%, or an alternative base rate plus a margin of 1.20%–1.50%, depending on the loan-to-value ratio. The amendment also revised the definitions of Change of Control and Permitted Properties. …”see in full comparison
“Unrealized gain from Investment in Infrastructure Fund, at Fair Value”see in full comparison
On Julysee in full comparison22,18,2024,2025, the Company, through the Operating Partnership, acquired the remaining interest in theKellerLongmire Property for$1,430,000.$453,664. Additionally, onJulyAugust24,20,20242025 theKellerLongmire Property was transferred into theKellerLongmire DST as a part ofa larger restructuring. To refinancetheexisting loan, the KellerLongmire DSTenteredofferinginto a new loan agreement with Insurance Strategy Funding Corp. LLC for $33,500,000 with the proceeds used to pay off the original loan on the Keller Property.plan.
Full comparison: every changed paragraph (106)
The Company is conducting a continuous public offering of shares of common stock pursuant to Rule 415 of the Securities Act. On March 23, 2017, the Company launched the Initial Offering of up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in shares in its Primary Offering and up to $250 million in shares pursuant to its DRP. On May 18, 2017, the Company satisfied the Minimum Offering Requirement for the Initial Offering as a result of CFI’s purchase of $2.0 million in Class IX shares. The Company terminated the Primary Offering effective July 31, 2020, but is continuing to offer up to $50.0 million of common stock pursuant to the DRP. On August 10, 2020, the Company launched the Follow-On Offering of up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in the primary offering and $250 million in shares pursuant to the DRP. On February 7, 2024, the Follow-On Offering terminated, and the Company launched the Third Offering of up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in the primary offering and $250 million in shares pursuant to the DRP. The Company intends to continue selling shares in the Third Offering on a monthly basis.
On February 2, 2016, the Company was capitalized with a $200,001 investment by CFI through the purchase of 8,180 Class A shares. The Company has registered the Initial Offering with the SEC. The Company’s Registration Statement for the Initial Offering was declared effective by the SEC on March 23, 2017. On May 18, 2017, the Company satisfied the Minimum Offering Requirement. The Company terminated the Primary Offering effective July 31, 2020, but is continuing to offer up to $50.0 million of common stock pursuant to the DRP. On March 20, 2020, the Company filed a registration statement for the Follow-On Offering. The Company’s Registration Statement for the Follow-On Offering was declared effective by the SEC in August 2020. Additionally, upon commencement of the Follow-On Offering, the Company began operating as a non-exchange traded perpetual-life REIT.
On August 9, 2023, the Company filed a registration statement on Form S-11 with the SEC for a proposed Third Offering, which was declared effective on February 7, 2024. In the Third Offering, the Company is offering up to $1 billion in shares of common stock in a primary offering on a best-efforts basis and $250 million in shares of common stock to be issued pursued to the DRP.
As of March 25,12, 2025,2026, the Company had 3,459,039issued 3,048,010 Class AX shares, 6,1174,933 Class TX shares, 1,131,3241,007,510 Class IX shares, 1,432,1801,268,751 Class T shares, 565,022449,889 Class D shares, 5,3795,445 Class S shares, and 5,932,4965,577,263 Class I shares of common stock in theits Offerings,primary offering, as well as 534,195609,139 Class AX shares, 127,784127,979 Class TX shares, 149,345174,636 Class IX shares, 70,79093,502 Class T shares, 34,49443,115 Class D shares, 373439 Class S shares, and 342,248442,173 Class I shares in the DRP for aggregate net proceeds of $321,543,635$297,622,470 in the Offerings.
Prior to the commencement of the Follow-On Offering, the Company’s investment strategy was focused primarily on the acquisition of single-tenant net leased commercial properties located in the United States, United Kingdom and other European countries, as well as origination and investment in loans related to net leased commercial properties. Upon commencement of the Follow-On Offering,Currently, the Company intends to invest in a diversified portfolio of income-producing commercial real-estate, multifamily properties and debt secured by commercial real estate located primarily in the United States. The Company will seek to invest: (a) at least 80% of the Company’s assets in properties and real estate-related debt; and (b) up to 20% of the Company’s assets in real estate-related securities. The number and type of properties or real estate-related securities that the Company acquires will depend upon real estate market conditions, the amount of proceeds the Company raises in its offerings and other circumstances existing at the time the Company is acquiring such assets.
the GR Property the FM Property the CO Property the Lewisville Property controlling interest in the Net Lease DST majority interest in a joint venture that owns the SF Property the Buchanan Property interest in the Station DST majority interest in the Keller DST controlling interest in the Summerfield DST the Madison Ave Property controlling interest in the Valencia DST the De Anza Property controlling interest in the Kacey DST controlling interest in the Industry DST the Fisher Road Property controlling interest in the Longmire PropertyDST controlling interest in the ON3 DST controlling interest in the West End DST controlling interest in the Palms DST the Mount Comfort Land controlling interest in the Pearland DST controlling interest in the WAG Portfolio DST controlling interest in the WAG MH an investment in a Data Center The Company has no employees and has retained the Advisor to manage its affairs on a day-to-day basis. The Advisor’s responsibilities include, but are not limited to, providing real estate-related services, including services related to originating investments, negotiating financing, and providing property-level asset management services, property management services, leasing and construction oversight services and disposition services, as needed. The Advisor is a wholly owned subsidiary of CFI and therefore, the Advisor and CFI are related parties. The Advisor and its affiliates receive, as applicable, compensation, fees and expense reimbursements for services related to the investment and management of the Company’s assets. Such affiliated entities receive fees, expense reimbursements, and distributions (related to ownership of the Company’s common stock) as well as other compensation during the offering, acquisition, operational and liquidation stages.
Sold the Company's investment in Class D BMO 2023-5C2 CMBS for $4,274,997, resulting in a realized gain of $711,645.
Sold the Company's investment in Class D BMO 2023-5C1 CMBS for $6,125,000, resulting in a realized gain of $923,276.
On SeptemberJanuary 1, 2024,2025, the Operating Partnership issued 761,971865,711 Class I OP unitsUnits in exchange for a controlling interest of 100% in the WAG PortfolioMH Property.
On December 20, 2024, a commitment of $10 million was made by the Operating Partnership to invest in Digital Bridge AI Infrastructure A, LP, a $500 million investment vehicle with commitments to four data center businesses across the U.S., Canada, and EMEA. As of December 31, 2025, $8,179,307 has been called for and funded to the investment in the Data Center.
On March 12, 2025, the WAG Portfolio Loan was repaid through the refinancing and the transfer of the debt to the Credit Facility. The new loan draw from the Credit Facility totaled $20,249,111 and is governed by the terms and conditions specified in the Credit Facility Agreement.
On July 22,18, 2024,2025, the Company, through the Operating Partnership, acquired the remaining interest in the KellerLongmire Property for $1,430,000.$453,664. Additionally, on JulyAugust 24,20, 20242025 the KellerLongmire Property was transferred into the KellerLongmire DST as a part of a larger restructuring. To refinance the existing loan, the KellerLongmire DST enteredoffering into a new loan agreement with Insurance Strategy Funding Corp. LLC for $33,500,000 with the proceeds used to pay off the original loan on the Keller Property.plan.
On July 16, 2025, the Company, through its Operating Partnership and subsidiary guarantors, amended and restated its Credit Facility Agreement with the Facility Lender. The Citizens Credit Facility was increased to $150 million, with the option to expand up to $250 million subject to lender commitments and conditions. Interest rates were updated to reflect either a term SOFR plus a margin of 2.20%–2.50%, or an alternative base rate plus a margin of 1.20%–1.50%, depending on the loan-to-value ratio. The amendment also revised the definitions of Change of Control and Permitted Properties. The new maturity date is July 16, 2028, with two one-year extension options available, contingent on compliance with financial covenants and payment of an extension fee.
On October 25, 2024, the Company disposed of its investments in the PA Property and IL Property for approximately $21.3 million, resulting in a loss of $3,385,131.
On October 29, 2024, the Company reduced its Citizens Facility balance by $31 million.
OnIn DecemberJune, 2,July 2024,and August 2025, the Operating Partnership issued 810,454 Class I OP units,Units 562,333to Classthird Tparty OP units, and $2.1 million in cashinvestors in exchange for 75% of the outstanding equity interestsinterest in the SummerfieldNet Lease DST.
On December 19, 2025, the Fisher Road Property executed a lease amendment. The lease amendment exercises a renewal option for an additional five-year term, extending the lease from 2027 through 2032. Base rent for the first year of the renewal term is an approximately 65% increase over the per square foot rent in the lease year ending in 2027. Rent during the renewal term escalates annually at 3.00%.
On March 9, 2021, the tenant (Walgreens) of the Net Lease DST waived the lease termination option and extended the first-term maturity by five years to November 30, 2036. On March 14, 2022 the tenant (Walgreens) of the GR Property SPE waived the lease termination option and extended the non-cancelable term of the lease by five years to July 31, 2037.
(5)
The lease with William Sonoma expired on December 31, 2021. As of MarchDecember 31, 2025, the SF Property is vacant.
2025 – 0.0%
2026 – 0.0%
2027 – 16.6%
Single Tenant Life Sciences – 1.6%
Single Tenant Life Sciences – 1.4%
As of December 31, 2024, the geographic concentration of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining the Company's NAV, was as follows:
Ohio – 25.5%
Maryland – 22.0%
Texas – 15.8%
California – 13.5%
South Carolina – 6.2%
Wisconsin – 6.0%
Arizona – 5.2%
OtherData Center – 5.8%1.5%
As of December 31, 2024,2025, the investment typegeographic concentration of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining the Company's NAV, was as follows:
Ohio – 26.7%
Maryland – 20.8%
Texas – 15.1%
California – 12.6%
Wisconsin – 6.9%
South Carolina – 5.4%
Arizona – 5.0%
Other – 7.5%
As of December 31, 2025, the investment type concentration of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining the Company's NAV, was as follows:
As of December 31, 2024,2025, the maturity concentration of debt secured by the Company's portfolio of real estate assets (including the Company's credit facility, which makes up allthe majority of debt maturing in 2024 – 2025,2028, and has atwo one-year extension optionoptions), based on principal balances and adjusted for ownership percentage, was as follows:
2025 – 22.6%
2026 – 10.3%
2027 – 1.0%
As of December 31, 2024,2025, the weighted average lease term remaining of the Company’s portfolio of real estate assets (excluding multifamily and data center investments), based on each asset’s fair value used in determining the Company's NAV, was 6.87.2 years.
Recently Disposed Investments
During the year ended December 31, 2024, the Company sold the preferred equity investment described below:
During the year ended December 31, 2024, the Company sold the mezzanine loan investment described below:
(1) Anticipated repayment date is January 6, 2029.
The Company’s rental revenues consist primarily of rental income from triple net leased commercial properties and multifamily properties. The increase in rental revenues of $2,280,602$6,280,446 for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, was primarily due to the acquisition of rental income-producing property, the WAG PortfolioMH Property, and an increase in rent from existing rental income-producing properties.
For the yearsyear ended December 31, 20242025, andthe Company did not earn preferred return income. For the year ended December 31, 2023,2024, the Company earned preferred return income of $811,069 and $980,258, respectively.$811,069.
The Company’s preferred return income consistsconsisted of preferred return accrued on the Company’s investment in thepreferred Pennsylvania SPE.equity. The decrease in preferred return income of $169,189$811,069 for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, was due to the disposition of the PennsylvaniaCompany's SPE.preferred equity investment.
For the yearsyear ended December 31, 20242025, andthe Company did not earn income from mezzanine loan investment. For the year ended December 31, 2023,2024, the Company earned income from mezzanine loan investment of $865,154 and $1,045,665, respectively.$865,154.
The Company’s income from mezzanine loan investment consistsconsisted of interest income accrued on the Company’s investmentmezzanine inloan the Illinois SPE.investment. The decrease in income from mezzanine loan investment of $180,511$865,154 for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, was due to the disposition of the IllinoisCompany's SPE.mezzanine loan investment.
Other property operating revenues consists of amounts received by the Company from the tenants of its properties for utilities and other amenities and for reimbursable expenses paid by the Company on behalf of the tenants in accordance with the provisions of the respective property leases. The increasedecrease in other property operating revenues of $2,976,253$2,286,549 for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, was primarily due to the increaseperiod's decrease in revenues from the income producing properties.
The general and administrative expenses consist primarily of operating expense reimbursements to the Advisor, accounting fees and other professional fees. Pursuant to the terms of the Amended Advisory Agreement, the Company is obligated to reimburse the Advisor for certain operating expenses. Beginning October 1, 2018, the Company was subject to the limitation that it generally may not reimburse the Advisor for any amounts by which the total operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2% of average invested assets (as defined in the Amended Advisory Agreement) and (ii) 25% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of investments for that period (the “2%/25% Guidelines”).
What changed in the latest 10-Q
Risk Factors
New heading “The Company has issued Series A Preferred Stock that subordinates certain rights of the holders of the Company’s common stock, and the Company’s charter permits its board of directors to issue additional stock with terms that may subordinate the rights of the holders of the Company’s common stock or discourage a third party from acquiring the Company in a manner that could result in a premium price to the stockholders of the Company.”
Largest changes
“The Company has issued Series A Preferred Stock that subordinates certain rights of the holders of the Company’s common stock, and the Company’s charter permits its board of directors to issue additional stock with terms that may subordinate the rights of the holders of the Company’s common stock or discourage a third party from acquiring the Company in a manner that could result in a premium price to the stockholders of the Company.”see in full comparison
“Thus, in addition to the Series A Preferred Stock, the Company’s board of directors could authorize the issuance of additional preferred stock with priority as to distributions and amounts payable upon liquidation over the rights of the holders of the Company’s common stock. …”see in full comparison
“The Company’s board of directors may classify or reclassify any unissued common stock or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of repurchase of any such stock.”see in full comparison
The Company’s Advisory Agreement provides that any operating expenses which have not been invoiced by the Advisor will not become the Company’s obligations. Without these provisions in the Company’s Advisory Agreement, such operating expenses, if invoiced, would likely be recorded as liabilities of the Company, which, in turn, would likely have a negative effect on the Company’s NAV per share. The incurrence of previously unbilled operating expenses likely will have a negative effect on the Company’s NAV per share.see in full comparisonAsEffectiveof MarchDecember 31,2026,2025, the Advisor has waived all unreimbursed operating expenses incurred through the end of fiscal year 2025 that otherwise may have been eligible for reimbursement. During the six months ended June 30, 2026, $192,501 of operating expenses incurred by the Advisor were invoiced to the Company but not yet reimbursed.
If the Company pays distributions from sources other than the Company’s cash flow from operations, the Company will have less cash available for investments, the Company may have to reduce the Company’s distribution rate, the Company’s net asset value may be negatively impacted and the Company’s stockholders overall return may be reduced. As ofsee in full comparisonMarchJune31,30, 2026, the Company has declared cumulative distributions of$116,027,945,$118,791,109, of which16%13% of the Company’s cash distributions were paid using sources other than the cash flow from operations, including borrowings and proceeds from the Offerings. For the three months endedMarchJune31,30, 2026, 100% of the Company’s cash distributions were paid usingproceedscash flow fromthe Offerings.operations.
The more shares the Company sells in the Company’s Offerings, the greater the Company’s challenge will be to invest all of the proceeds. The large size of the Company's Offerings increases the risk of delays in investing the Company’s net proceeds promptly and on attractive terms. Pending investment, the net proceeds of the Offerings may be invested in permitted temporary investments, which include short-term United States government securities, bank certificates of deposit and other short-term liquid investments. The rate of return on these investments, which affects the amount of cash available to make distributions to stockholders, has fluctuated in recent years and most likely will be less than the return obtainable from the type of investments in the real estate industry the Company seeks to acquire or originate. Therefore, delays the Company encounters in the selection, due diligence and acquisition or origination of investments would likely limit the Company’s ability to pay distributions to the Company’s stockholders and lower their overall returns. In addition, cashsee in full comparisonand cash equivalentsmay potentially subject the Company to concentration of risk and at times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation insurance limits. As ofMarchJune31,30, 2026, the Company had approximately$23.4$24.6 million of unrestrictedcash and cash equivalents.cash.
Full comparison: every changed paragraph (6)
The more shares the Company sells in the Company’s Offerings, the greater the Company’s challenge will be to invest all of the proceeds. The large size of the Company's Offerings increases the risk of delays in investing the Company’s net proceeds promptly and on attractive terms. Pending investment, the net proceeds of the Offerings may be invested in permitted temporary investments, which include short-term United States government securities, bank certificates of deposit and other short-term liquid investments. The rate of return on these investments, which affects the amount of cash available to make distributions to stockholders, has fluctuated in recent years and most likely will be less than the return obtainable from the type of investments in the real estate industry the Company seeks to acquire or originate. Therefore, delays the Company encounters in the selection, due diligence and acquisition or origination of investments would likely limit the Company’s ability to pay distributions to the Company’s stockholders and lower their overall returns. In addition, cash and cash equivalents may potentially subject the Company to concentration of risk and at times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation insurance limits. As of MarchJune 31,30, 2026, the Company had approximately $23.4$24.6 million of unrestricted cash and cash equivalents.cash.
If the Company pays distributions from sources other than the Company’s cash flow from operations, the Company will have less cash available for investments, the Company may have to reduce the Company’s distribution rate, the Company’s net asset value may be negatively impacted and the Company’s stockholders overall return may be reduced. As of MarchJune 31,30, 2026, the Company has declared cumulative distributions of $116,027,945,$118,791,109, of which 16%13% of the Company’s cash distributions were paid using sources other than the cash flow from operations, including borrowings and proceeds from the Offerings. For the three months ended MarchJune 31,30, 2026, 100% of the Company’s cash distributions were paid using proceedscash flow from the Offerings.operations.
The Company’s Advisory Agreement provides that any operating expenses which have not been invoiced by the Advisor will not become the Company’s obligations. Without these provisions in the Company’s Advisory Agreement, such operating expenses, if invoiced, would likely be recorded as liabilities of the Company, which, in turn, would likely have a negative effect on the Company’s NAV per share. The incurrence of previously unbilled operating expenses likely will have a negative effect on the Company’s NAV per share. AsEffective of MarchDecember 31, 2026,2025, the Advisor has waived all unreimbursed operating expenses incurred through the end of fiscal year 2025 that otherwise may have been eligible for reimbursement. During the six months ended June 30, 2026, $192,501 of operating expenses incurred by the Advisor were invoiced to the Company but not yet reimbursed.
The Company has issued Series A Preferred Stock that subordinates certain rights of the holders of the Company’s common stock, and the Company’s charter permits its board of directors to issue additional stock with terms that may subordinate the rights of the holders of the Company’s common stock or discourage a third party from acquiring the Company in a manner that could result in a premium price to the stockholders of the Company.
The Company’s board of directors may classify or reclassify any unissued common stock or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of repurchase of any such stock.
Thus, in addition to the Series A Preferred Stock, the Company’s board of directors could authorize the issuance of additional preferred stock with priority as to distributions and amounts payable upon liquidation over the rights of the holders of the Company’s common stock. Such preferred stock could also have the effect of delaying, deferring or preventing a change in control of the Company, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of the Company’s assets) that might provide a premium price to holders of the Company’s common stock.
Management's Discussion & Analysis (MD&A)
New heading “Net gain on disposition of real estate”
New heading “Organization and offering costs”
Largest changes
“Holders of the Company's Series A Preferred Stock are entitled to cumulative cash distributions at a rate of 9.50% per annum on the $25.00 per share liquidation preference. Distribution are payable quarterly in arrears on the last day of January, April, July, and October of each year. During both the three and six months ended June 30, 2026, the Company accrued preferred stock distributions of $437,260. During both the three and six months ended June 30, 2025, the Company did not have any preferred stock distributions.”see in full comparison
The Company’s rental revenues consist primarily of rental income from triple net leased commercial properties and multifamily properties. Thesee in full comparisonincreasedecrease in rental revenues of$341,075$137,311 for the three months endedMarchJune31,30, 2026, as compared to the three months endedMarchJune31,30, 2025, was primarilydueattributable to the disposition of the Fisher Road Property. The increase in rental revenues of $203,764 for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily attributable to the acquisition of the Archer Property, a rental income-producingproperties, namely the WAG MH Property and an increase in rent from existing rental income producing properties.property.
As ofsee in full comparisonMayAugust8,10, 2026, the Company had sold2,943,9685,469,692 Class AX shares,4,943229,309 Class TX shares,1,004,9781,389,879 Class IX shares,1,245,7191,912,155 Class T shares,437,991769,747 Class D shares,5,4578,276 Class S shares, and5,425,66110,521,889 Class I shares of common stock in the Primary Offering and the primary portion of the Follow-on Offering, as well as21,520633,662 Class AX shares,16127,998 Class TX shares,9,844186,137 Class IX shares,5,55999,762 Class T shares,2,21345,458 Class D shares,21465 Class S shares, and34,442484,302 Class I shares in the DRP for aggregate net proceeds of$291,457,453$281,954,905 in the Initial Offering, the Follow-On Offering, and the Third Offering (collectively, the “Common Stock Offerings”) and 800,000 shares of Series A Preferred Stock for aggregate net proceeds of $18,923,750 in the Preferred Stock Offering (collectively with the Common Stock Offerings, the “Offerings”).
“Certain costs associated with the issuance of the Company's Series A Preferred Stock were incurred on behalf of the Company. Under U.S. GAAP, costs directly attributable to the issuance of the Company's Series A Preferred Stock are recorded as a reduction of the related offering proceeds within stockholders' equity. For NAV purposes, such costs are recognized as a reduction in NAV on a straight-line basis.”see in full comparison
Full comparison: every changed paragraph (118)
As of MayAugust 8,10, 2026, the Company had sold 2,943,9685,469,692 Class AX shares, 4,943229,309 Class TX shares, 1,004,9781,389,879 Class IX shares, 1,245,7191,912,155 Class T shares, 437,991769,747 Class D shares, 5,4578,276 Class S shares, and 5,425,66110,521,889 Class I shares of common stock in the Primary Offering and the primary portion of the Follow-on Offering, as well as 21,520633,662 Class AX shares, 16127,998 Class TX shares, 9,844186,137 Class IX shares, 5,55999,762 Class T shares, 2,21345,458 Class D shares, 21465 Class S shares, and 34,442484,302 Class I shares in the DRP for aggregate net proceeds of $291,457,453$281,954,905 in the Initial Offering, the Follow-On Offering, and the Third Offering (collectively, the “Common Stock Offerings”) and 800,000 shares of Series A Preferred Stock for aggregate net proceeds of $18,923,750 in the Preferred Stock Offering (collectively with the Common Stock Offerings, the “Offerings”).
Prior to the commencement of the Follow-On Offering, the Company determined its NAV as of the end of each quarter. NAV, as defined, is calculated consistent with the procedures set forth in the Company’s prospectus and excludes any organization and offering expenses paid by the Advisor on the Company’s behalf (other than selling commissions, dealer manager fees and distribution fees) (“O&O Costs”), with such costs to be reflected in the Company’s NAV to the extent the Company reimburses the Advisor for these costs. Upon commencement of the Follow-On Offering, the Company started determining its NAV on a monthly basis, beginning with the determination of NAV as of July 31, 2020. As of MarchJune 31,30, 2026, the Company’s NAV was $20.22$20.37 per Class AX share, Class IX share, Class I share, andClass D share, Class I OP units, $20.21 per Class D share,Unit, and Class T OP units,Unit, $20.20and $20.36 per Class TX share, Class T share, and Class S share. For further discussion of the Company’s NAV calculation, please see “—Net Asset Value”.
As of MarchJune 31,30, 2026, the Company had made the following investments:
A retail property located in Grand Rapids, MichiganMI (the “GR Property”).
An office property located in Fort Mill, South CarolinaSC (the “FM Property”).
An office property located in Columbus, OhioOH (the “CO Property”).
An industrial property located in Phoenix, ArizonaAZ (the “Buchanan Property”).
Interests (15%) in a Delaware Statutory Trust, CF Station Multifamily DST (the “Station DST”), which owns a multifamily residential property located in Irving, TexasTX (the “Station Property”).
A controlling interest of 5% in a Delaware Statutory Trust, CF Keller Springs Multifamily DST (the "Keller DST"), located in Carrolton, TexasTX (the “Keller Property”).
A controlling interest of 27.45% in a Delaware Statutory Trust, (the “Valencia DST”), which owns a life sciences laboratory and research office property located in Valencia, CaliforniaCA (the “Valencia Property”).
A controlling interest of 14.90% in a Delaware Statutory Trust, CF Kacey Multifamily DST (the “Kacey DST”), which owns a multifamily residential property located in Kingwood, TexasTX (the “Kacey Property”).
An industrial dry/cold storage facility located in Columbus, OH (the “Fisher Road Property”).
An investment commitment of $10,000,000 in Digital Bridge AI Infrastructure A, LP, a $500 million investment vehicle with commitments to four data center businesses across the U.S., Canada, and EMEA (the "Data Center"). As of MarchJune 31,30, 2026, $8,699,629 has been called for and funded to the investment in the Data Center.
A controlling interest of 100% in a Delaware Statutory Trust, CF Archer Multifamily DST (the "Archer DST"), which owns a multifamily residential property located in Acworth, GA (the "Archer Property").
Interests (53.79%) in a Delaware Statutory Trust, CF Westchester Multifamily DST (the “Westchester DST”), which owns a multifamily residential property located in Mamaroneck, NY (the “Westchester Property”).
FirstSecond Quarter of 2026 Activity
Sold 711,303 shares of common stock inFor the Commonthree Stockmonths Offerings,ended includingJune shares30, converted2026, fromthe OPCompany units,sold for gross proceeds of approximately $14 million. Repurchased 554,33347,298 shares of common stock in the Common Stock Offerings for gross proceeds of approximately $11$1 million.
For the three months ended June 30, 2026, the Company repurchased 561,441 shares of common stock in the Common Stock Offerings for gross proceeds of approximately $11 million.
On April 8, 2026, the Company completed an underwritten public offering of the Series A Preferred Stock, generating aggregate gross proceeds of $20.0 million. Gross proceeds were reduced by underwriting discounts and other offering costs.
On JanuaryApril 23,16, 2026, the Company, through the Operating Partnership, disposed of the BatteryFisher Street property (the "SFRoad Property") for $5,581,462,gross sales price of $70 million, realizing a lossgain of $228,332.approximately $13.3 million.
During the three months ended March 31, 2026, $520,332 was called for and funded to the investment in the Data Center.
As of March 31, 2026, the Longmire DST Offering was fully syndicated and completed.
On FebruaryJune 1, 2026, a total of $74,970,355$82,087,912 of OP equity was issued for 3,730,1534,036,275 OP unitsUnits in connection with:
the exercise of the fair market value option to acquire the remaining 95%100% of the PearlandArcher DST interests in exchange for 917,0182,270,421 OP unitsUnits and a cash payment of $1.7$2.5 million; and ii.
tender offers of OP unitsUnits in exchange for DST interests in ON3 DST, West End DST, Palms DST, Kacey DST, Valencia DST, Industry DST, and Net LeaseWestchester DST.
On February 5, 2026, the Fisher Road Property entered into a purchase and sale agreement with Saxum Investment Company, LLC. Subsequent to March 31, 2026, the Fisher Road Property was sold.
As of MarchJune 31,30, 2026, the Company owned interests in 42 real properties and a plot of land as described below:
As of MarchJune 30, 2026 and December 31, 2026,2025, lease expirations related to the Company’s net lease portfolio of real estate assets, (excluding multifamily and Data Center investments), based on each asset’s fair value used in determining the Company's NAV, were as follows:
2028 – 10.6%
2030 – 0.0%
2031 – 19.6%
2032 – 31.1%
2033 – 0.0%
2035 – 4.9%
After 2036 – 33.8%
As of MarchJune 30, 2026 and December 31, 2026,2025, the industry concentration of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining the Company's NAV, was as follows:
Multifamily – 36.3%
Single Tenant Office – 25.9%
Distribution/Logistics – 19.5%
Single Tenant Necessity Retail – 13.9%
Single Tenant Life Sciences – 3.1%
Data Center – 1.3%
As of MarchJune 30, 2026 and December 31, 2026,2025, the geographic concentration of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining the Company's NAV, was as follows:
Ohio – 22.4%
Texas – 17.8%
Maryland – 16.7%
California – 11.4%
New Jersey – 7.1%
Kansas – 6.8%
Wisconsin – 5.5%
South Carolina – 4.3%
Arizona – 4.1%
Other – 3.9%
As of MarchJune 30, 2026 and December 31, 2026,2025, the investment type concentration of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining the Company's NAV, was as follows:
As of MarchJune 30, 2026 and December 31, 2026,2025, the maturity concentration of debt secured by the Company's portfolio of real estate assets (including the Company's credit facility, which makes up the majority of debt maturing in 2028, and has two one-year extension options), based on principal balances and adjusted for ownership percentage, was as follows:
2028 – 32.3%
2030 – 2.3%
2031 – 35.2%
2032 – 24.4%
2033 – 5.8%
CFTR-PA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 100,000 shares, about $2.5M) and open-market sales in 0 filings. Net open-market shares: 100,000 (purchases minus sales); net value about $2.5M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-04-08 | Lutnick Brandon |
Open-market purchase | 100,000 | $25.00 | $2.5M |
Well-known investors holding CFTR-PA (13F)
None of the 59 investors we track reported a position in their latest 13F.