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NOTE 12 – RELATED PARTY TRANSACTIONS

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Effective January 1, 2021, Trustmark Enterprises, Inc. was formed to act as the holding company for Sterling Management, LLC and GOLDMARK Property Management, Inc. In connection with this restructuring transaction, the owners of Trustmark Enterprises, Inc. indirectly own Sterling Management, LLC and GOLDMARK Property Management, Inc. Trustmark Enterprises, Inc. is owned in part by the Trust’s Chief Executive Officer and Trustee Mr. Kenneth P. Regan, by Trustee Mr. James S. Wieland, by President, Interim Chief Financial Officer and Treasurer Megan E. Schreiner, by General Counsel and Secretary Michael P. Carlson, by Chief Investment Officer Luke B. Swenson, and by Vice President David F. Perkins. In addition, Messrs. Regan, Wieland, Carlson, Swenson, Perkins, and Ms. Schreiner all serve on the Board of Governors of the Advisory and the Board of Directors of GOLDMARK Property Management, Inc.

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Sterling Management, LLC (the “Advisor”), is a North Dakota limited liability company formed in November 2002. The Advisor is responsible for managing day-to-day affairs, overseeing capital projects, and identifying, acquiring, and disposing investments on behalf of the Trust.

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GOLDMARK Property Management, Inc., is a North Dakota corporation formed in 1981. GOLDMARK Property Management, Inc. performs property management services for the Trust.

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We have a historical and ongoing relationship with Bell Bank. Bell Bank has provided the Trust certain financial services throughout the relationship. Mr. Wieland, a Trustee, also serves as a Board Member of Bell Bank. Mr. Wieland could have an indirect material interest in any such engagement and related transactions.

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The Trust has a historical and ongoing relationship with Trumont Group and Trumont Construction. Trumont Group provides development services for current joint venture projects in which the Operating Partnership is an investor. Trumont Construction has been engaged to construct the properties associated with these joint ventures. Mr. Regan, Chief Executive Officer and Trustee, is a partner in both Trumont Group and Trumont Construction and has a direct material interest in any engagement or related transaction, the Trust enters into, with these entities.

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Property Management Fees

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We paid fees to GOLDMARK Property Management, Inc. related to the management of properties, on-site staff costs and other miscellaneous fees required to run the property. Management fees paid approximated 5% of net collected rent. In addition, we paid repair and maintenance expenses, and payroll related expenses to GOLDMARK Property Management, Inc.  

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Advisory Agreement

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We are an externally managed trust and as such, although we have a Board of Trustees and Executive Officers responsible for our management, we have no paid employees. The following is a brief description of the current fees and compensation that may be and was received by the Advisor under the Advisory Agreement, which must be renewed on an annual basis and approved by a majority of the independent trustees. The Advisory Agreement was approved by the Board of Trustees (including all the independent Trustees) on March 20, 2025, and is effective until March 31, 2026.

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The below table summarizes the fees incurred to our Advisor.

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The below table summarizes the fees payable to our Advisor.

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Operating Partnership Units Issued in Connection with Acquisitions

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During the three months ended June 30, 2025, there were no Operating Partnership units issued. During the three months ended June 30, 2024, 276,000 Operating Partnerships units were issued to an entity affiliated with Messrs. Regan and Wieland, two of our trustees, in connection with the acquisition of Urban Plains. The aggregate value of these units was $6,339.  During the six months ended June 30, 2025, there were no Operating Partnerships units issued. During the six months ended June 30, 2024, 276,000 Operating Partnerships units were issued to an entity affiliated with Messrs. Regan and Wieland, two of our trustees, in connection with the acquisition of Urban Plains. The aggregate value of these units was $6,339.

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Commissions

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During the three months ended June 30, 2025, there were no commissions paid to GOLDMARK Commercial Real Estate, Inc. During the three months ended June 30, 2024, we incurred real estate commissions of $531 paid to GOLDMARK Commercial Real Estate, Inc., in which Messrs. Regan and Wieland jointly own an interest.  During the six months ended June 30, 2025, there were no real estate commissions paid to GOLDMARK Commercial Real Estate, Inc. During the six months ended June 30, 2024, we incurred real estate commissions of $531 paid to GOLDMARK Commercial Real Estate, Inc., in which Messrs. Regan and Wieland jointly own an interest. As of June 30, 2025 and December 31, 2024, there were no unpaid commission to GOLDMARK Commercial Real Estate, Inc.

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During the three months ended June 30, 2025, there were no commissions paid to GOLDMARK Property Management. During the three months ended June 30, 2024, we incurred real estate commissions of $39 paid to GOLDMARK Property Management. During the six months ended June 30, 2025, there were no commissions paid to GOLDMARK Property Management. During the six months ended June 30, 2024, we incurred real estate commissions of $39 paid to GOLDMARK Property Management. As of June 30, 2025 and December 31, 2024, there were no unpaid commissions to GOLDMARK Property Management.

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Rental Income

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Due to Related Parties

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As of June 30, 2025, and December 31, 2024, the Trust had $126 and $160, respectively, for other related party payables.

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Debt Financing

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At June 30, 2025 and December 31, 2024, the Trust had $56,841 and $57,983, respectively, of outstanding principal on loans entered into with Bell Bank. During the three months ended June 30, 2025 and 2024, the Trust incurred interest

expense on debt held with Bell Bank of $589 and $571, respectively. During the six months ended June 30, 2025 and 2024, the Trust incurred interest expense on debt held with Bell Bank of $1,160 and $1,152 , respectively. Accrued interest as of June 30, 2025 and December 31, 2024 related to this debt was $128 and $135, respectively.

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At June 30, 2025 and December 31, 2024, the Trust had no outstanding principal on loans entered into with Sterling Office and Industrial Properties, LLLP. During the three months ended June 30, 2025 and 2024, the Trust incurred interest expense on debt held with Sterling Office and Industrial Properties, LLLP of $25 and $-, respectively. During the six months ended June 30, 2025 and 2024, the Trust incurred interest expense on debt held with Sterling Office and Industrial Properties, LLLP of $135 and $-, respectively. Accrued interest as of June 30, 2025 and December 31, 2024, related to this debt was $24 and $-, respectively.

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Mezzanine Financing

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The Trust offers mezzanine financing to joint ventures. See Note 5 for investment in unconsolidated affiliates. At June 30, 2025 and December 31, 2024, Sterling issued $7,821 and $7,821 respectively, in second mortgage financing to related entries.

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During the three months ended June 30, 2025 and 2024, the Trust earned interest income of $143 and $144 respectively, related to the second mortgage financing. During the six months ended June 30, 2025 and 2024, the Trust earned interest income of $285 and $296 respectively, related to the second mortgage financing.

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Insurance Services

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The Trust retains insurance services from Bell Insurance. Policies provided by these services provide insurance coverage for the Trust’s Commercial and Residential Segment as well as Director and Officer general and liability coverage. For the the three months ended June 30, 2025, total premiums incurred for this policy were $65. For the three months ended June 30, 2025, there were no premiums incurred. For the six months ended June 30, 2025 and 2024, total premiums incurred for this policy were $65 and $76, respectively. At June 30, 2025 and December 31, 2024, there was no outstanding liabilities.

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Development Arrangements

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During the three months ended June 30, 2025 and 2024, the Trust had no development fees to Trumont Group. During the six months ended June 30, 2025 and 2024, the Trust had no development fees to Trumont Group. At June 30, 2025 and December 31, 2024, the Trust had no costs owed for development fees to Trumont Group.

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During the three months ended June 30, 2025 and 2024, the Trust incurred $- and $38, respectively, in construction fees to Trumont Construction. During the six months ended June 30, 2025 and 2024, the Trust incurred $- and $73, respectively. At June 30, 2025 the Trust had no costs owed for any construction fees to Trumont Construction.  At December 31, 2025, the Trust had no costs owed for construction fees to Trumont Construction.

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During the three months ended June 30, 2025 and 2024, the Trust incurred $- and $126, respectively, in general construction costs to Trumont Construction. During the six months ended June 30, 2025 and 2024, the Trust incurred $- and $210, respectively. At June 30, 2025 and December 31, 2025, the Trust had no costs owed for any general construction costs.