v3.25.4
NOTES PAYABLE
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
NOTES PAYABLE NOTES PAYABLE
Wells Fargo Line of Credit

On January 27, 2023, the Company, as limited guarantor, and certain of the wholly owned subsidiaries of the Operating Partnership, as co-borrowers, amended and restated its secured revolving credit facility (the “Wells Fargo Line of Credit”) with Wells Fargo Bank, National Association, as administrative agent (“Wells Fargo”), and other lending institutions that may become parties to the credit agreement. On December 27, 2023, the Wells Fargo Line of Credit was amended to add CIBC Inc. ("CIBC") to the credit facility as an additional lender; increase the maximum commitment amount from $100,000 to $120,000; allocated the maximum commitment amount between the Revolving Commitment and the Construction Commitment (each, as defined under the Wells Fargo Line of Credit); and revised or suspended certain covenants. The maximum commitment amount of $120,000 was bifurcated as follows: $75,600 to the Revolving Commitment and $44,400 to the Construction Commitment. The Construction Commitment fully funded the expansion of the Commerce Corner property, and upon completion of the such expansion, the Construction Commitment was closed and the maximum commitment on the Revolving Commitment increased to $120,000. The maximum commitment of $120,000 is allocated 70.83% to Wells Fargo and 29.17% to CIBC. The interest rate under the Wells Fargo Line of Credit is based on the 30-day average of the secured overnight financing rate ("SOFR") plus a spread of 225 basis points. The Company continued to serve as guarantor to the Wells Fargo Line of Credit only with respect to specified bad acts.

On August 25, 2025, the Wells Fargo Line of Credit was amended (the “Fifth Amendment”) to: (a) extend the maturity date from December 27, 2025 to April 1, 2028; (b) amend the calculation of the Borrowing Base Value (described below); (c) require that the Company maintain a minimum liquidity amount of at least $1,000; (d) decrease the maximum revolving commitment amount from $120,000 to $105,000; and (e) revise or eliminate certain covenants. Pursuant to the Fifth Amendment, the Borrowing Base Value is based on the sum of (1) the Loudoun Borrowing Base Value (described below) and (2) the lesser of (a) an amount equal to 65% of the aggregate value of all other properties in the collateral pool as determined by lender appraisals; and (b) an amount that results in a minimum debt service coverage ratio of 1.20:1.00 as determined under the Fifth Amendment. The interest rate under the Wells Fargo Line of Credit remains at SOFR plus a spread of 225 basis points.

A wholly owned subsidiary of the Company that is a borrower under the Wells Fargo Line of Credit has entered into a contract to sell the Loudoun Gateway property to a third party unaffiliated with the Company or its advisor (the “Loudoun Sale”). The completion of the Loudoun Sale is subject to certain conditions including but not limited to the ability of the buyer to receive a zoning exception from the relevant authorities allowing Loudoun Gateway to be converted to a data center use, which is subject to numerous conditions. As such, the completion of the Loudoun Sale remains uncertain and the closing date likely would not occur until late 2026 or early 2027.

The “Loudoun Borrowing Base Value” is equal to (a) prior to June 1, 2026, $12,513; (b) thereafter until July 31, 2027, an amount equal to $12,513 as reduced on the first day of every calendar month from and after June 1, 2026 by $500, provided however that such monthly reduction of the Loudoun Borrowing Base Value would increase to $1,000 in the event the Loudoun Sale has been terminated prior to its completion; and (c) from and after August 1, 2027, zero.
In exchange for keeping Loudoun Gateway as part of the pool of properties upon which the Borrowing Base Value is determined, on August 25, 2025 the Company entered into the Amended and Restated Guaranty Agreement, under which the Company will provide, for a limited time, a full repayment guaranty rather than a limited guaranty (the "Guaranty"). The provisions relating to the full repayment guaranty will automatically terminate once either (a) Loudoun Gateway has been released from the Wells Fargo Line of Credit, or (b) the Loudoun Borrowing Base Value has been reduced to zero (the "Loudoun Release"). Upon the occurrence of the Loudoun Release, the Guaranty will become a non-recourse limited guaranty. Upon entering into the Guaranty and until the Loudoun Release, the Company is not allowed to sell or transfer, but may encumber or finance under specified conditions, any of the following properties: Commerce Corner, The Glenn, Seattle East Industrial, Providence Square and The Flats at Carrs Hill (the "Significant Properties"). Upon the occurrence of the Loudoun Release, the restrictions related to the Significant Properties shall no longer be in effect. Notwithstanding, in no event shall the Commerce Corner property be eligible for release from the Wells Fargo Line of Credit until the Wells Fargo Line of Credit is repaid in full and all commitments have been terminated.

For the Revolving Commitment, as of December 31, 2025 and 2024, the borrowers' maximum borrowing capacity was $82,324 and $92,981, respectively, and the borrowers' outstanding balance was $78,300 and $75,514, respectively. As of December 31, 2025 and 2024, the weighted average interest rate was 6.27% and 6.93%, respectively.

The Wells Fargo Line of Credit agreement contains customary representations, warranties, borrowing conditions and affirmative, negative and financial covenants. The Company was in compliance with all applicable financial covenants as of December 31, 2025.

The following is a reconciliation of the carrying amount of the Wells Fargo Line of Credit at December 31, 2025 and 2024:
Balance at
LenderDecember 31, 2025December 31, 2024
Wells Fargo/CIBC$78,300 $75,514 
Deduct: Deferred financing costs, less accumulated amortization(920)(809)
Line of credit, net$77,380 $74,705 

Mortgage Loans

Certain wholly owned subsidiaries of the Company are obligors on various mortgage loans. Such mortgage loans contain fixed interest rates, allow for a one-time transfer to another borrower subject to lender discretion and payment of applicable fees, and allow for full prepayment at certain times with payment of applicable penalties, if any.

On June 26, 2023, RPT Flats at Carrs Hill, LLC ("RPT Flats at Carrs Hill"), an indirect wholly-owned subsidiary of the Company, as borrower, entered into a loan agreement (the "Loan Agreement"), providing for a $25,500 non-recourse loan (the "Loan") from Nationwide Life Insurance Company ("Nationwide"), which is not affiliated with the Company, its Advisor, or any of its affiliates. The Loan is secured by RPT Flats at Carrs Hill, which owns the residential property, The Flats at Carrs Hill.

The interest rate for the Loan is fixed at 5.51% with interest-only payments for the entire seven year term. The maturity date of the Loan is July 1, 2030 with no extension options. The Loan Agreement permits voluntary prepayment of the full amount of the Loan subject to payment of the applicable prepayment premium, which is equal to the greater of (a) a yield maintenance calculation or (b) 1% of the outstanding principal balance of the Loan on the prepayment date. The Loan can be prepaid at par during the seventh year of the term. Additionally, the Loan Agreement contains a one-time option for the Loan to be assumed by a new borrower subject to satisfaction, in
Nationwide’s sole discretion, of specified conditions and payment of a fee equal to 1.0% of the outstanding principal balance of the Loan.

Proceeds of the Loan were used to fully prepay and release the existing $14,500 mortgage loan on RPT Flats at Carrs Hill (the "Prior Loan") with the remaining proceeds being used to pay down the outstanding balance on the Wells Fargo Line of Credit. In connection with origination of the Loan and release of the Prior Loan, the Company incurred approximately $306 of financing costs and a $131 loss on extinguishment of debt.

The following is a reconciliation of the carrying amount of the mortgage loans payable at December 31, 2025 and 2024.
Balance at
LenderEncumbered PropertyDecember 31, 2025December 31, 2024Interest RateMaturity Date
State Farm Life Insurance CompanyElston Plaza16,107 16,468 3.89 July 1, 2026
Massachusetts Mutual Life Insurance CompanyThe Glenn66,000 66,000 3.02 December 1, 2028
Transamerica Life Insurance CompanyWallingford Plaza6,353 6,485 4.56 January 1, 2029
Nationwide Life Insurance CompanyProvidence Square29,700 29,700 3.67 October 5, 2029
JPMorgan Chase BankSeattle East Industrial45,140 45,140 3.87 January 1, 2030
Nationwide Life Insurance CompanyThe Flats at Carrs Hill25,500 25,500 5.51 July 1, 2030
$188,800 $189,293 
Deduct: Deferred financing costs, less accumulated amortization(508)(665)
Mortgage loans payable, net$188,292 $188,628 

The amount of the mortgage loan on Elston Plaza is approximately 61% of the appraised value of the property as of December 31, 2025. Accordingly, the Company believes it will be able to sell Elston Plaza or refinance the Elston Plaza mortgage loan on market terms prior to the loan maturity in July 2026. In the event the Company is unable to satisfactorily complete such sale or refinance, the Company expects that it will be able to sell other real estate investments and/or add Elston Plaza to the Wells Fargo Line of Credit to generate the cash needed to fully repay the mortgage loan prior to the scheduled maturity date. All mortgage loans are non-recourse to the Company and any outstanding balance could be settled through a deed in lieu.

Aggregate future principal payments due on the Wells Fargo Line of Credit and mortgage loans payable as of December 31, 2025 are as follows:
YearAmount
2026$16,246 
2027145 
2028150,369 
202974,840 
203025,500 
Thereafter— 
Total$267,100