UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-U

CURRENT REPORT

Pursuant to Regulation A of the Securities Act of 1933

May 25, 2022

(Date of Report (Date of earliest event reported))

RealtyMogul Apartment Growth REIT, Inc.

(Exact name of issue as specified in its charter)

10573 W Pico Blvd,

PMB #603

Los Angeles, CA, 90064

(Full mailing address of

principal executive offices)

(877) 781-7153

(Issuer’s telephone number, including area code)

Common Stock

(Title of each class of securities issued pursuant to Regulation A)

Item 9. Other Events.

On May 25, 2022, RealtyMogul Apartment Growth REIT, Inc. issued an investor communication relating to the quarter ended March 31, 2022. The text of the investor communication is set forth below.

Q1 2022*

To discuss your REIT holdings, schedule a Call with Investor Relations at:

https://calendly.com/realtymogul-investor-relations or call 877-781-7062

REALTYMOGUL APARTMENT GROWTH REIT

PORTFOLIO STATISTICS⁶

*All data as of March 31, 2022 unless otherwise specified.

¹ Aggregate value of all underlying properties in RealtyMogul Apartment Growth REIT, Inc. as of May 25, 2022 based on the most recent internal valuations as of March 31, 2022 pursuant to our valuation policies; provided, however, the value of properties underlying investments acquired since the effective date of the most recently announced net asset value (“NAV”) per share is based on the most recent purchase price of such properties. As with any methodology used to estimate value, the methodology employed by our affiliates’ internal accountants or asset managers is based upon a number of estimates and assumptions about future events that may not be accurate or complete. For more information, see the “Description of Our Common Stock – Valuation Policies” section of our offering circular.

² Based on the current outstanding investments as of May 25, 2022.

³ Last 12 months total return represents the average total return based on the average aggregate distributions issued by RealtyMogul Apartment Growth REIT, Inc. and increase in NAV per share for most recent consecutive twelve-month period immediately preceding March 31, 2022. An individual stockholder’s total return may vary from this average total return, and there is no assurance that stockholders will be able to realize the estimated NAV per share upon attempting to sell their shares. For purposes of this calculation, “Total Return” equals distributions issued to a stockholder plus the change in NAV per share (either positive or negative), less any applicable share repurchase fees, over the course of such stockholder’s investment. Past performance is not indicative of current and future results.

⁴ Distribution rate includes a special distribution of $0.802 per share declared in December 2021 and paid to investors on February 1, 2022. The special distribution was paid to stockholders of record as of December 31, 2021 and reflected a 7.5% annual distribution rate based on the NAV per share of $10.65 as of April 1, 2021.

⁵ There is no guarantee that stockholders will receive a distribution, and distributions have been paid from net proceeds from our offering, cash advances by our Manager, cash resulting from a waiver of fees or reimbursements due to our Manager, borrowings in anticipation of future operating cash flow and the issuance of additional securities.

⁶ Based on the current outstanding real estate investment amounts as of May 25, 2022.

VIEWS FROM MANAGEMENT

Dear Investor,

Thank you for your continued support of RealtyMogul Apartment Growth REIT. We have now provided 17 consecutive quarters of distributions, totaling over $7,600,000. To date, over 2,900 investors have invested, and RealtyMogul Apartment Growth REIT holds investments in over $258 million⁷ of real estate. We are also happy to share that as of April 2022, over 69% of investors have enrolled in the distribution reinvestment plan (DRIP), allowing for their distributions to compound over time. If you would like to participate in the DRIP, simply log into your account and then select “Reinvest Distributions.”

We are proud to share that the RealtyMogul Apartment Growth REIT achieved a total return of 16.2% over the last twelve months, with average daily distributions over the last twelve months equating to 12.0%.⁸ Total return consists of two components: change in NAV and distributions. The last twelve-month NAV per share increased from $10.65 to $11.10, reflecting a 4.2% increase. Distributions for Q1 2022 totalled $0.118 per share in aggregate, reflecting approximately 4.50% annual distribution rate based on a $11.05 NAV per share (the then-current purchase price for the period from January 1, 2022 to January 27, 2022) and calculated for the Distribution Period beginning January 1, 2022 and ending on January 31, 2022, and approximately 4.50% annual distribution rate based on a $10.43 NAV per share (the current purchase price effective January 28, 2022), calculated for the Distribution Periods beginning February 1, 2022 and ending on February 28, 2022 and beginning March 1, 2022 and ending on March 31, 2022.

We continue to seek a diversified portfolio of multifamily real estate investments to provide stockholders exposure to the multifamily real estate market through their investment in RealtyMogul Apartment Growth REIT.⁹ As of April 30, 2022, RealtyMogul Apartment Growth REIT has eight investments spread across six markets.

⁷ Aggregate value of all underlying properties in RealtyMogul Apartment Growth REIT, Inc. as of May 25, 2022 based on the most recent internal valuations as of March 31, 2022 pursuant to our valuation policies; provided, however, the value of properties underlying investments acquired since the effective date of the most recently announced NAV per share is based on the most recent purchase price of such properties.. As with any methodology used to estimate value, the methodology employed by our affiliates’ internal accountants or asset managers is based upon a number of estimates and assumptions about future events that may not be accurate or complete. For more information, see the “Description of Our Common Stock – Valuation Policies” section of our offering circular.

⁸ The average daily distributions over the last 12 months includes a special distribution of $0.802 per share declared in December 2021 and paid to investors on February 1, 2022. The special distribution was paid to stockholders of record as of December 31, 2021 and reflected a 7.5% annual distribution rate based on the NAV per share of $10.65 as of April 1, 2021. The total return represents the average total return based on the average aggregate distributions issued by RealtyMogul Apartment Growth REIT and increase in NAV per share for the last 12 months ended March 31, 2022. An individual stockholder’s total return may vary from this average total return, and there is no assurance that stockholders will be able to realize the estimated NAV per share upon attempting to sell their shares. For purposes of this calculation, “Total Return” equals distributions issued to a stockholder plus the change in NAV per share (either positive or negative), less any applicable share repurchase fees, over the course of such stockholder’s investment.

⁹ An investment in RealtyMogul Apartment Growth REIT, Inc. is not a direct investment in commercial real estate.

During Q1 2022, rent collections for the properties in RealtyMogul Apartment Growth REIT’s portfolio averaged 92%, a 3% increase quarter over quarter. Our portfolio consists entirely of multifamily properties, which we believe is an economically resilient asset type that offers optimal risk-adjusted returns.

During Q1 2022, the U.S. Bureau of Economic Analysis estimated that U.S. seasonally adjusted real GDP fell 1.4% quarter over quarter. The Federal Reserve cut its forecast for 2022 growth in the nation’s GDP from the 4.0% it projected in December 2021 to 2.8% as well as projected a 3.5% unemployment rate for 2022, the same as from December 2021. The unemployment rate ended 2021 at 3.9%. Average hourly earnings for employees increased 4.9% year over year and achieved greater than 3% year over year increases since June 2021 according to the U.S. Bureau of Labor Statistics. In addition, the Consumer Price Index rose year over year 7.5% in January, 7.9% in February, and 8.5% in March according to the U.S. Bureau of Labor Statistics. Shelter costs, which comprise approximately one-third of CPI, increased 5.0% year over year. Given the economic inflation, the Federal Reserve has indicated that they will begin reducing their balance sheet and increasing the federal funds rate. As it relates to real estate purchases, the cost to finance a real estate investment with a mortgage has increased in Q1 2022 and is trending to continue to increase for the remainder of 2022; however, we believe that real estate is positively correlated with inflation as property prices and rental income tend to rise as inflation rises. We like multifamily investments in an inflationary environment as the typical one-year lease term allows an owner to mark rents to market on an annual basis, as evidenced by the 15.5% year over year effective rent growth in Q1 2022 per CBRE. We believe that RealtyMogul Apartment Growth REIT is well positioned as it continues to seek a diversified portfolio of commercial real estate, which has a low or negative correlation to other major asset classes and over time has exhibited less volatility than other asset classes.¹⁰

¹⁰ Commercial real estate performs differently than other asset classes, such as stocks or bonds, and lacks liquidity. An investment in RealtyMogul Apartment Growth REIT, Inc. is not a direct investment in commercial real estate.

INVESTMENT UPDATES

BROOKLYN PORTFOLIO		VILLAS DEL SOL I & II (FKA PLANO MULTIFAMILY PORTFOLIO)
Location: Brooklyn, NY   Equity Investment: $3,000,000   Business Plan: Acquire nine rent-stabilized properties, maximize occupancy and increase rents as allowed.   Investment Type: Joint Venture Equity   Date Added to REIT: 11/30/2017   Asset Management Update: Portfolio occupancy decreased 2% quarter over quarter, ending Q1 at 96%, with four vacant units in the 112-unit portfolio. The real estate company has been leasing, and will continue to lease, units according to the legal rents set by the New York Rent Guidelines Board. In Q1 2022, property collections averaged 96%.		Location: Plano, TX   Equity Investment: $1,000,000   Business Plan: Acquire and renovate a portfolio of garden-style apartment buildings.   Investment Type: Joint Venture Equity   Date Added to REIT: 01/09/2018   Asset Management Update: Portfolio occupancy stayed static quarter over quarter, ending Q1 at 97% occupied. 63 of the 156 units have been upgraded with new flooring, appliances, backsplash, and lighting packages. Exterior and common area improvements are complete, and the property is amenitized with an improved leasing office, gazebos, BBQ grills, an upgraded laundry room and soccer court. The property averaged 98% collections for Q1 2022.

INVESTMENT ACTIVITY

DISTRIBUTIONS

RealtyMogul Apartment Growth REIT has declared distributions for 17 consecutive quarters. The board of directors authorized a distribution for each month of the first quarter of 2022 on December 30, 2021. Exclusive of special distributions, distributions have been paid on a quarterly basis since January 1, 2018 and equate to approximately 4.5% on an annualized basis based upon the then current per share purchase price.

NET ASSET VALUE (NAV)

*Our offering price per share equals our most recently announced NAV per share and will be adjusted at the beginning of every fiscal quarter (or as soon as commercially reasonable thereafter). On April 1, 2022, we announced that our NAV per share is $11.10, as of March 31, 2022. Accordingly, effective April 1, 2022, the offering price per share is $11.10. The price per share pursuant to our distribution reinvestment plan will equal our most recently announced NAV per share and any repurchases of shares made pursuant to our share repurchase program will be made at the most recent NAV per share (less any applicable discounts, as set forth in our offering circular).

The NAV per share calculation reflects the total value of our assets minus the total value of our liabilities, divided by the number of shares outstanding.

As with any methodology used to estimate value, the methodology employed calculating our NAV per share is based upon a number of estimates and assumptions about future events that may not be accurate or complete. Further, different parties using different assumptions and estimates could derive a different NAV per share, which could be significantly different from our calculated NAV per share. Our NAV will fluctuate over time and does not represent: (i) the price at which our shares would trade on a national securities exchange, (ii) the amount per share a stockholder would obtain if he, she or it tried to sell his, her or its shares or (iii) the amount per share stockholders would receive if we liquidated our assets and distributed the proceeds after paying all our expenses and liabilities.

Copyright © 2022 RM Adviser, LLC, All rights reserved.

Previous Updates

Please follow the below links to access updates from the prior four quarters. Historical quarterly updates can also be found on the SEC EDGAR website.

Q4 2021 Shareholder Letter

Q3 2021 Shareholder Letter

Q2 2021 Shareholder Letter

Q1 2021 Shareholder Letter

As always, please feel free to contact us at info@realtymogul.com or call directly with any questions you may have.

Sincerely,

Forward-Looking Statements

This Current Report on Form 1-U contains forward-looking statements within the meaning of the federal securities laws. The words “believe,” “estimate,” “expect,” “anticipate,” “intend,” “plan,” “seek,” “may,” “continue,” “could,” “might,” “potential,” “predict,” “should,” “will,” “would,” and similar expressions or statements regarding future periods or the negative of these terms are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Current Report on Form 1-U.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.